DEF 14A of Sensient Technologies Corp, Mar 12, 2025

DEF 14A of Sensient Technologies Corp

Filed Mar 12, 2025 · FY20240001140361-25-008248

Open on EDGAR

  1. Overview of the Director Nominees

    Overview of the Director Nominees Our director nominees are ten talented individuals with diverse skillsets and backgrounds, as reflected in their biographies set forth below. Three director nominees are women, one of whom is African American. One director nominee is a veteran. Two director nominees are immigrants to the United States, one of whom is South Asian. Four director nominees are current or former CEOs, two of whom are women. One director nominee was the CFO of a large public corporation. One director nominee was Chair of the Department of Medicine at Columbia University’s College of Physicians and Surgeons. Two of our director nominees currently serve on other public company boards. Our director nominees collectively were awarded over 50 patents, three PhDs, three MBAs, two JDs, one CPA, and one MD. In addition to having a diverse Board, many of our officers have diverse backgrounds. Four of the Company’s officers are women, including two of the Company’s executive officers. Two officers are African-American, including one African-American woman. Three of the Company’s named executive officers are veterans. The table below summarizes the key skills and expertise that we consider important for our director nominees considering our business strategy. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director nominee does not possess that qualification or skill. The table below also summarizes certain background information with respect to each director nominee. Our director nominees’ biographies set forth below describe each director’s background and relevant experience in more detail.

  2. Overview of the Director Nominees

    | Skills and Expertise | Bruggeman | Carleone | Ferruzzi | Jackson | Jain | Landry | Manning | McKeithan Gebhardt | Morrison | Whitelaw | | CEO or senior officer of business, university, governmental, or military organization | • | • | | • | | • | • | • | • | • | | International experience | • | • | • | • | • | | • | | • | | | Human capital management experience | • | • | | • | • | | • | | • | • | | Compensation program experience or expertise | | • | • | • | • | | • | | • | • | | Risk assessment or risk management experience or expertise | • | • | | • | • | | • | • | • | • | | Financial literacy | • | • | | • | • | | • | • | • | • | | Chemistry or food science experience or expertise | | | • | | | • | • | | | | | Sustainability experience or expertise | | | | • | | | | | • | | | Corporate governance experience | | • | | • | • | • | • | • | • | • | | Age/Tenure/Sex/Veteran | | | | | | | | | | | | Age | 58 | 79 | 50 | 52 | 65 | 70 | 50 | 66 | 62 | 76 | | Board Tenure | 1 | 11 | 10 | 6 | 4 | 10 | 13 | 11 | 9 | 32 | | Sex | M | M | M | F | M | M | M | F | M | F | | Veteran | | | | | | | • | | | | | Race/Ethnicity/Nationality | | | | | | | | | | | | African American/Black | | | | | | | | | | • | | Asian/South Asian | | | | | • | | | | | | | White/Caucasian | • | • | • | • | | • | • | • | • | | | Hispanic/Latino | | | | | | | | | | | | Native American | | | | | | | | | | | | Born Outside of the U.S. | | | • | | • | | | | | |

  3. Overview of the Director Nominees

    | | Brett W. Bruggeman Age 58 | Director Since 2024 Finance Committee Nominating & Corporate Governance Committee Scientific Advisory Committee | | | Professional Experience: • Executive Vice President and Chief Operating Officer at Land O’Lakes, Inc. (2023-present) • President (2018-present) and Senior Vice President, Marketing (2015-2018) at WinField United • Vice President, Crop Protection & Seed at United Suppliers (2007-2015) • Director, North Latin America, Mexico and Central America (2005-2007) and Director, Sales Marketing, North America (2003-2005) at FMC Corporation • Manager, Strategic Accounts, North America (2001-2003), Manager, Portfolio Strategy, Soybean & Corn (2000-2001), Various Product Management Roles, Soybean (1999-2000), and Various Sales Roles (1992-1999) at BASF Corporation Other Recent Public Company Directorships: • None Other Experience: • Iowa State University, B.S. in Agricultural Studies • Director, Croplife America Inc. (2018-present) • Director, GreenPoint AG, LLC (2018-present) Qualifications: • Transnational business experience with extensive agricultural background, including with food companies and sustainability; and • Broad experience in business roles including management, sales, marketing, operations, acquisitions, and business development. | |

  4. Overview of the Director Nominees

    | | Dr. Joseph Carleone Age 79 | Director Since 2014 Lead Director Audit Committee Compensation and Development Committee (Chairman) Executive Committee Scientific Advisory Committee | | | Professional Experience: • Senior Advisor (2018-present) of OES Europe, an independent advisory network specializing in strategic cross-border mergers & acquisitions and in management buy-outs. • Non-executive Chairman, Avid Bioservices, Inc. (2017-2025), a biopharmaceutical manufacturing company focused on mammalian cell technology to support the pharmaceutical industry • Chairman of the Board (2015-2018) of AMPAC Fine Chemicals LLC, a leading manufacturer of pharmaceutical active ingredients • President and Chief Executive Officer (2010-2015), President and Chief Operating Officer (2006-2009), and Chairman of the Board (2013-2014) of American Pacific Corporation, a leading custom manufacturer of fine and specialty chemicals and propulsion products Other Recent Public Company Directorships: • American Pacific Corporation (2006-2015) Education: • Drexel University, B.S., Mechanical Engineering • Drexel University, M.S., Applied Mechanics • Drexel University, Ph.D., Applied Mechanics Qualifications: • Operational, governance, management, and scientific experience, including as Chief Executive Officer and as Chairman of a public corporation with international operations in the fine and specialty chemical industries. | |

  5. Overview of the Director Nominees

    | | Dr. Mario Ferruzzi Age 50 | Director Since 2015 Compensation and Development Committee Nominating and Corporate Governance Committee Scientific Advisory Committee (Chairman) | | | Professional Experience: • Dean of the College of Agriculture and Life Sciences at Virginia Tech (2024-present) • Director of the Arkansas Children’s Nutrition Center and Professor and Chief, Section of Developmental Nutrition in the Department of Pediatrics at the University of Arkansas for Medical Sciences (2021-2024) • Endowed Chair in Digestive Disease & Nutrition Research at Arkansas Children’s Research Institute (2022-2024) • David H. Murdock Distinguished Professor (2019-2021), and Professor of Food Science and Nutrition (2016-2019) in the Plants for Human Health Institute and the Department of Food, Bioprocessing and Nutrition Science at North Carolina State University • Professor in the Department of Food Science at Purdue University (2004-2016) • Research Scientist positions in the Coffee and Tea Beverage Development group at Nestlé Research & Development Center, Marysville, Ohio, and the Nutrition & Health and Scientific & Nutritional Support Departments at the Nestlé Research Centre in Lausanne, Switzerland (2001-2004) Other Recent Public Company Directorships: • None Other Experience: • Duke University, B.S. in Chemistry • The Ohio State University, M.S. and Ph.D. in Food Science and Nutrition • Expertise in analytical chemistry and its applications to food and nutrition research and product development • Research consistently funded by federal agencies including the U.S. Department of Agriculture, the National Institutes of Health, and the United States Agency for International Development, as well as the food industry • Over 200 publications as well as extensive experience with national and international collaborations, research, and product development • Recipient of numerous research awards from the Institute of Food Technologists (IFT) (2010 Samuel Cate Prescott Young Investigator Award), the American Society for Nutrition (ASN) (2011 Mary Rose Swartz Young Investigator Award), Purdue University (2012 Agricultural Research Award), the General Mills Bell Institute of Health and Nutrition (2018 Innovation Award), and IFT/ASN (2019 Gilbert A. Leveille Award and Lectureship) • Named a University Faculty Scholar by Purdue University in 2013 • Member of the Board of Trustees for the North America branch of the International Life Science Institute • Professional member of IFT, ASN, and the American Chemical Society (ACS) • Fellow of the Royal Society of Chemistry • Chair (2014) of the Food Science & Nutrition Solutions Taskforce, a joint working group between IFT-ASN-IFIC and the Academy of Nutrition and Dietetics (AND) • Serves on the editorial boards of Nutrition Research, Nutrition Today, and Critical Reviews in Food Science and Nutrition • Associate Editor for the Royal Society of Chemistry’s journal, Food & Function Qualifications: • Expert in analytical chemistry and its application to food and nutrition; • Extensive industry and academic experience, including extensive experience with new product development and product commercialization; and • Extensive international research collaborations and experience in Europe, Asia, Africa, and Latin America. | |

  6. Overview of the Director Nominees

    | | Carol R. Jackson Age 52 | Director Since 2019 Audit Committee Nominating and Corporate Governance Committee Scientific Advisory Committee | | | Professional Experience: • Chairman, President, and Chief Executive Officer (2017-2023) and Corporate Officer, Senior Vice President, and General Manager (2014-2017) of HarbisonWalker International • Corporate Officer, Vice President (GM), Carpenter Technology Corporation (2011-2013); Managing Director, Global Raw Materials Purchasing (2009-2011), General Manager Global Powder Coatings (2007-2009), Commercial Segment Manager Architectural Coatings (2005-2006), Global Sales Account Manager Automotive OEM Glass (2002-2005), Global Sales Account Manager Consumer Electronics Coatings (2001-2002), Market Development Manager (1999-2001) at PPG Industries Other Recent Public Company Directorships: • AZZ Inc. (2021-present), a global provider of metal coating solutions, welding solutions, specialty electrical equipment, and highly engineered services Other Experience: • Duquesne University, B.S. in Business Administration • University of Pittsburgh, Juris Doctorate • Carnegie Mellon University, M.S. in Industrial Administration (M.B.A.) • Yale School of Management Executive Education Program • Certified Transformative Mediator • Director and Member of Governance Committee (2014-2023), Junior Achievement of Western Pennsylvania • Licensed attorney (1999-present) Pennsylvania • Business Process Improvement Green Belt • Women’s Leadership Council and Impact Fund Committee, United Way Qualifications: • Extensive management experience in private and public enterprises, including public corporations with extensive manufacturing, international operations, and chemical businesses, and leadership experience as a Chief Executive Officer; and • Experience in business roles including management, sales, marketing, procurement, acquisitions, and business development. | |

  7. Overview of the Director Nominees

    | | Sharad P. Jain Age 65 | Director Since 2021 Audit Committee Finance Committee Scientific Advisory Committee | | | Professional Experience: • More than 33 years practicing as a certified public accountant with PricewaterhouseCoopers (retired in 2020) providing audit and advisory services to global companies engaged in consumer and industrial products businesses • Served as the Global and U.S. Automotive Assurance Sector Leader (2012-2015) and senior partner in the Governance Insights Center (2018-2020) with PricewaterhouseCoopers • Significant global experience including mature and emerging markets Other Recent Public Company Directorships: • None Other Experience: • Certified Public Accountant (1987); Elijah Watt Sells Award recipient • Chartered Institute of Taxation, United Kingdom (1984) • Fellow of The Institute of Chartered Accountants in England and Wales (1983) • Hull College of Higher Education, United Kingdom (1979) Qualifications: • Accounting and auditing experience and expertise, including extensive experience auditing global companies as a certified public accountant; • Business experience, both at a senior leadership level and as an advisor to companies in a variety of consumer and industrial products businesses; • Regulatory compliance and human capital management experience; and • NACD Directorship Certified®. | |

  8. Overview of the Director Nominees

    | | Dr. Donald W. Landry Age 70 | Director Since 2015 Compensation and Development Committee Nominating and Corporate Governance Committee (Chairman) Scientific Advisory Committee | | | Professional Experience: • Member of the faculty of Columbia University (1985-present) • Professor of Medicine at Columbia University’s College of Physicians and Surgeons (2004-present) • Founding Director, Center for Human Longevity at Columbia University (2023-present) • Chair of the Department of Medicine at Columbia University and Physician-in-Chief at NewYork-Presbyterian/Columbia University Medical Center (2008-2023) • Director of the Division of Experimental Therapeutics at Columbia Medical Center (1998-2021) • Founding director of Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp. (2007-2011) • Co-founder of Vela Pharmaceuticals, a private company that developed drugs for central nervous system disorders • Co-founder of Tegrigen Therapeutics, LLC, a private company that developed novel therapeutics for inflammation, fibrosis, thrombosis, autoimmunity, and cancer based on pure orthosteric antagonists to specific integrins. Other Recent Public Company Directorships: • Tonix Pharmaceuticals Holding Corp. (2011-2019), a pharmaceutical company that develops next-generation medicines for common disorders of the central nervous system, including fibromyalgia, post-traumatic stress disorder, and episodic tension-type headache Other Experience: • Lafayette College, B.S. in chemistry (1975) • Harvard University, Ph.D. in organic chemistry (1979) • Columbia University’s College of Physicians and Surgeons, M.D. (1983) • Developed the first artificial enzyme to degrade cocaine and his report in Science was voted one of top 25 papers in the world for 1993 by the American Chemical Society • Discovered that vasopressin can be used to treat vasodilatory shock, which fundamentally changed intensive care practice for this condition • Pioneered an embryo-sparing approach to the generation of human embryonic stem cells • Served as a member of the President’s Council on Bioethics during the George W. Bush administration • Awarded the Presidential Citizens Medal, the nation’s second-highest civilian award (2008) • Elected to the National Academy of Inventors (2016) • National Institutes of Health (NIH) Physician-Scientist, Columbia University (1985-1990) • Published 125 peer-reviewed articles, authored 37 review articles or book chapters, and awarded 51 patents as inventor or co-inventor Qualifications: • Expert in the medical and pharmaceutical fields and has unique experiences in the formation, operation, and public registration of a start-up pharmaceutical company; and • Experience as director of a public corporation; experience in commercialization of new products and in research and development; strong technical acumen in chemistry, medicine, and the pharmaceutical industry and other fields related to our business; and academic background. | |

  9. Overview of the Director Nominees

    | | Paul Manning Age 50 | Director Since 2012 Executive Committee (Chairman) Finance Committee Scientific Advisory Committee | | | Professional Experience: • Chairman, President and Chief Executive Officer of Sensient Technologies Corporation (2016-present) • Formerly President and Chief Executive Officer (2014-2016), President and Chief Operating Officer (2012-2014), President, Color Group (2010-2012), and General Manager, Food Colors North America (2009-2010) of Sensient Technologies Corporation • Mergers and Acquisitions Integration Manager of the Fluke Division of Danaher Corporation • Various supply chain and project manager positions with McMaster-Carr Supply Company Other Recent Public Company Directorships: • None Other Experience: • Stanford University, B.S. in Chemistry • Northwestern University, M.B.A. • Attended Stanford University on a Naval ROTC scholarship • Served in the U.S. Navy as a Surface Warfare Officer for four years Qualifications: • Responsible for articulating and executing the Company’s strategy, upgrading of sales force and general manager talent, and leading the Board of Directors; • Extraordinarily detailed knowledge of the Company’s operations enables him to keep the Board well informed regarding the Company’s performance and opportunities; • Strong background in chemistry allows him to direct product and technology research and development efforts; and • Prior experience in mergers and acquisitions and supply chain management. | |

  10. Overview of the Director Nominees

    | | Deborah McKeithan-Gebhardt Age 66 | Director Since 2014 Executive Committee Finance Committee (Chairman) Nominating and Corporate Governance Committee Scientific Advisory Committee | | | Professional Experience: • Manager, Troika Ventures, LLC, a private limited liability company engaged in the management, purchase, and sale of oil and gas overriding royalty and royalty interests (2021-present). • Chief Executive Officer, President, and Chief Operating Officer of Tamarack Petroleum Company, Inc., a private company engaged in oil and gas exploration and operation (2019-2021) • Chief Executive Officer of Tamarack River Resources, LLC, a Delaware limited liability company of which Tamarack Petroleum was the majority member (2009-2021) • Previously President and Chief Operating Officer of Tamarack Petroleum Company, Inc. (2009-2019), and Vice President and General Counsel of Tamarack Petroleum Company, Inc. (1991-2009) Other Recent Public Company Directorships: • None Other Experience: • Cardinal Stritch University, B.S. in Business Administration (1980) • Marquette University Law School, Juris Doctor degree, summa cum laude (1987) • Marquette University Law School Advisory Board Qualifications: • As a former Chief Executive Officer, President, and Chief Operating Officer, and also previously as Vice President and General Counsel, had primary responsibility for, and extensive experience in, a range of strategic and operational matters, including strategic planning, risk management, financial management, human resources, compensation and employee benefits, regulatory and compliance, and legal affairs. | |

  11. Overview of the Director Nominees

    | | Scott C. Morrison Age 62 | Director Since 2016 Audit Committee (Chairman) Compensation and Development Committee Executive Committee Scientific Advisory Committee | | | Professional Experience: • Senior Advisor of Ball Corporation, a leading global supplier of innovative, sustainable packaging solutions for beverage, food, and household products customers (2023-2024) • Executive Vice President and Chief Financial Officer of Ball Corporation (2021-2023) • Senior Vice President and Chief Financial Officer of Ball Corporation (2010-2021) • Vice President and Treasurer of Ball Corporation (2000-2010) • Various senior corporate banking roles at Bank One, First Chicago, and NBD Bank, Detroit Other Recent Public Company Directorships: • CACI International Inc (2024-present), a leading provider of expertise and technology to government customers Other Experience: • Indiana University, B.S. in Finance (1984) • Wayne State University, M.B.A. (1988) • Executive Committee Member of the Board for the National Association of Manufacturers • Past Community Chairman of the Denver Chapter of the Kelley School of Business Indiana University • Served as Chairman of the National Association of Corporate Treasurers • Expert testimony witness to the U.S. House of Representatives Agricultural Committee on Dodd-Frank legislation • Recognized as CFO of the Year by CFO Magazine and Institutional Investor Qualifications: • Possesses a wealth of valuable leadership experience and financial expertise, gained through previously serving as Chief Financial Officer of a publicly traded multinational corporation and having served in various other executive management and senior corporate banking roles; • Significant experience in mergers and acquisitions and post-merger integration, including Ball Corporation’s $6.1 billion acquisition and integration of Rexam PLC, a metal beverage packaging manufacturer; and • Experience, expertise, and background in capital allocation, financial reporting, international, and compliance matters. | |

  12. Overview of the Director Nominees

    | | Essie Whitelaw Age 76 | Director Since 1993 Executive Committee Finance Committee Scientific Advisory Committee | | | Professional Experience: • Senior Vice President of Operations, Wisconsin Physician Services, a provider of health insurance and benefit plan administration (2001-2010) • Served over 15 years in various executive positions, including as President and Chief Operating Officer (1992-1997) and Vice President of National Business Development, at Blue Cross Blue Shield of Wisconsin, a comprehensive health and dental insurer Other Recent Public Company Directorships: • None Other Experience: • Served on the board and on the audit, nominating, and retirement plan investment committees of WICOR Corporation, a Wisconsin energy utility, prior to its merger into another public utility in 2000 • Director (2016-current) of Network Health, a Wisconsin based private health insurer • Current nonprofit board service to the Kingdom Prep Lutheran School and the Wisconsin Women’s Health Foundation, a non-profit organization dedicated to improving the health and lives of women and their families through education, outreach programs, and partnerships • Prior nonprofit board service to the Milwaukee Public Museum, Goodwill Industries, United Way of Greater Milwaukee, Blue Cross Blue Shield Foundation, Metropolitan Milwaukee Association of Commerce, Greater Milwaukee Committee, and Bradley Center Sports and Entertainment Corp. Qualifications: • Significant regulatory compliance and human resources experience, including developing and implementing compensation policies and designing incentive programs for sales and customer service employees to achieve business objectives while managing risk; and • Over thirty years of service on the Company’s Board provides exceptionally deep insights into the Company, its history, and operations. | |

  13. Overview of the Director Nominees

    Except as noted, all nominees have held their current positions or otherwise have served in their respective positions with the listed organizations for more than five years. No director or nominee for director had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary since the beginning of 2024, nor does any director or nominee have any material interest, direct or indirect, in any such proposed transaction. Mr. Bruggeman, a director of the Company, is Executive Vice President and Chief Operating Officer at Land O’Lakes, Inc. In the ordinary course of business, the Company sold products to Land O’Lakes, Inc. in 2024. In addition, Mr. Paul Manning (Chairman, President, and Chief Executive Officer) and Mr. John J. Manning (Senior Vice President, General Counsel, and Secretary) are brothers. See “Transactions with Related Persons” below. The Board has determined that all members of the Board, except Mr. Paul Manning and Ms. Whitelaw, are independent under the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). See “Corporate Governance - Director Independence” below.

  14. Director Compensation and Benefits

    Director Compensation and Benefits The Nominating and Corporate Governance Committee annually determines the form and amount of director compensation, with review and approval by the Board. The objectives of our director compensation program are to fairly compensate directors for the time commitment required in fulfilling their duties and closely align director compensation with the interests of our shareholders. The Board believes that director stock awards and strong director stock ownership requirements further align the economic interests of directors and shareholders. Directors who are not employees of the Company are entitled to receive an annual cash retainer of $91,600 (unchanged since 2018), an annual restricted stock award in a number of shares with a value of $111,000 (increased from $100,000 effective as of the 2025 Annual Meeting), and reimbursement of expenses related to meeting attendance. Each Committee chairman receives an annual chairman retainer (ranging from $8,000 to $25,500 depending on the Committee), while Committee members receive a lower committee retainer (ranging from $2,000 to $13,500 depending on the Committee). The amounts of Committee chairman and member retainers vary based upon the workloads and number of meetings for the respective committees. The Lead Director receives a $25,000 retainer for his service. The Board determined that director compensation is reasonable, consistent with peer group director pay levels, and meets the objectives of the director compensation program. The cash retainers all remain at the same levels as they were set in 2018. Until June 30, 2014, the Company had an unfunded retirement plan for non-employee directors who had completed at least one year of service with the Company as a director. The plan provides a benefit equal to the base annual retainer for directors in effect as of June 30, 2014. This benefit, payable only during the lifetime of the participant, continues for a period equal to the amount of time the individual was an active, non-employee director. The plan was terminated effective as of June 30, 2014, but that termination did not impair the rights of currently active or past eligible directors to receive or continue to receive the payments to which the eligible director would have been entitled through the termination date. The Company has a Directors’ Deferred Compensation Plan available to any director who is entitled to compensation as a Board member. Under this plan, a director may defer all or a portion of his or her total director pay. The plan provides that directors who defer all or part of their retainer receive an equivalent amount of Common Stock. Upon retirement, the shares accrued pursuant to this plan will be distributed either: (i) in a single distribution on January 31st of the calendar year following the year in which the director ceases to be a director, or on January 31st of any year thereafter; or (ii) in five equal consecutive annual installments commencing on January 31st of the first calendar year after the director ceases to serve as a director. In the event of death, the balance of shares in a director’s account will be distributed in a single distribution to a designated beneficiary or to the director’s estate. The Company’s 2017 Stock Plan, as amended and restated (the “2017 Stock Plan”), provides for the annual grant of restricted stock awarded to each non-employee director on the Annual Meeting date, as discussed above. The number of shares to be issued is based on a dollar value determined annually in advance by the Nominating and Corporate Governance Committee. The shares vest in increments of one-third of the total grant on each of the first, second, and third annual meetings of shareholders after the date of grant. Even after vesting, the shares are subject to Sensient’s stock ownership guidelines for non-employee directors, including a requirement that directors hold at least 75% of future awards (net of taxes and any exercise price) until separation from the Board, with a limited exception for sale of up to 50% of vesting restricted stock to permit payment of related taxes. Set forth below is a summary of the compensation paid to each non-employee director in fiscal 2024:

  15. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  16. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | B. Bruggeman | $68,239 | $100,003 | $— | $— | $168,242 | | Dr. J. Carleone | 146,100 | 100,003 | — | 70,000 | 316,103 | | Dr. M. Ferruzzi | 108,600 | 100,003 | — | — | 208,603 | | C. R. Jackson | 108,100 | 100,003 | — | — | 208,103 | | S. P. Jain | 109,600 | 100,003 | — | 70,000 | 279,603 | | Dr. D. W. Landry | 108,600 | 100,003 | — | — | 208,603 | | D. McKeithan-Gebhardt | 109,100 | 100,003 | — | 6,000 | 215,103 | | S. C. Morrison | 125,100 | 100,003 | — | — | 225,103 | | E. Whitelaw | 98,100 | 100,003 | — | — | 198,103 |

  17. 2024 DIRECTOR COMPENSATION TABLE

    | (1) Includes annual board member, committee member, committee chair, and lead director retainers. |

  18. 2024 DIRECTOR COMPENSATION TABLE

    | (2) The amounts in the table reflect the grant date fair value of stock awards to the named director in 2024. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over the vesting period (or until retirement age) for stock awards granted to employees and directors based on the estimated fair value of the equity awards at the time of grant. The 2024 restricted stock awards to directors were made on April 25, 2024. The grant date fair value of the 2024 restricted stock award to each director was $69.64 per share. |

  19. 2024 DIRECTOR COMPENSATION TABLE

    | (3) The shares of restricted stock awarded to directors vest in increments of one-third of the total grant on each of the first, second, and third annual meetings of shareholders after the date of grant. |

  20. 2024 DIRECTOR COMPENSATION TABLE

    | (4) Each non-employee director had the following equity awards outstanding as of the end of fiscal 2024; note, there are no outstanding Option Awards: |

  21. 2024 DIRECTOR COMPENSATION TABLE

    | | Stock Awards | | Name | Number of Shares of Stock That Have Not Vested (#) | | B. Bruggeman | 1,436 | | Dr. J. Carleone | 2,603 | | Dr. M. Ferruzzi | 2,603 | | C. R. Jackson | 2,603 | | S. P. Jain | 2,603 | | Dr. D. W. Landry | 2,603 | | D. McKeithan-Gebhardt | 2,603 | | S. C. Morrison | 2,603 | | E. Whitelaw | 2,603 |

  22. 2024 DIRECTOR COMPENSATION TABLE

    | (5) Each director and employee of the Company is eligible to participate in our matching grants program. Under this program, the Company’s charitable foundation will match qualifying contributions to certain eligible educational institutions of up to $35,000 per eligible institution, and $70,000 in total per donor, in a calendar year. |

  23. 2024 Say-on-Pay Vote

    | • | Between 2014-2019, 100% of our long-term equity incentive awards for officers were granted as performance stock unit awards with a three-year performance and vesting period. In 2020, the Compensation Committee decided to reduce this amount from 100% to 60%, with 40% granted in the form of restricted stock with three-year cliff vesting, in order to better align the Company’s compensation with general market practice and to strengthen the retention component of our long-term incentive program. However, the largest component of compensation for our named executive officers remains performance stock unit awards with a three-year performance and vesting period. |

  24. 2024 Say-on-Pay Vote

    | • | Pro-rated vesting of performance-based equity awards to officers whose employment with the Company terminates because of death, disability, or retirement after reaching retirement age during the performance period. |

  25. Sensient’s Executive Compensation Program Highlights

    | Compensation Program Feature | Description | | Performance measures | Performance measures for incentive compensation are closely linked to challenging strategic and near-term operating objectives, and are designed to create long-term shareholder value. | | Compensation Committee member- ship and independent compensation consultant | Our Compensation Committee is composed entirely of independent, non-employee directors and engages an independent compensation consultant to perform an annual independent risk assessment of our executive compensation program. | | Annual review and modification of executive compensation | Our Compensation Committee reviews and modifies executive compensation on an annual basis to achieve program objectives. | | No discretionary or multi-year guaranteed bonuses | We have no discretionary bonuses and no multi-year guaranteed bonuses for any of our executive officers. | | Proration of performance-based equity awards and annual cash incentive awards | We prorate performance-based equity awards and annual cash incentive awards to executives who leave the Company due to retirement, death, or disability during the applicable performance period. | | No tax gross-ups | We do not have any tax gross-ups in any of our change of control agreements with any of our executive officers, and we do not provide any tax gross-ups on perquisites to executives after they become named executive officers. | | No equity repricing or exchange | Our equity incentive plans prohibit repricing or exchange of underwater stock options or stock appreciation rights. | | Double-Triggers | Our change of control agreements have a “double-trigger” such that benefits payable under such agreements are not paid unless a change in control is also accompanied by a qualifying termination of employment within 36 months. | | Clawbacks | In 2023, pursuant to newly-adopted listing standards by the NYSE, we reviewed and updated our clawback policy to require the Company to recover erroneously awarded incentive-based compensation received by its executive officers in the event of an accounting restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the securities laws. | | Stock ownership guidelines | Our Chief Executive Officer is required to hold shares of Common Stock equal to a multiple of six times his salary; any officer who is a direct report to the CEO is required to hold shares of Common Stock equal to a multiple of two times his or her salary; and each other officer is required to hold shares of Common Stock equal to a multiple of one times his or her salary, within five years from an officer’s date of election or appointment (in each such case, including restricted stock and performance stock units). Each non-employee director is required to hold shares with a value of at least five times the annual retainer for directors after five years of service on the Board (including restricted stock). |

  26. Executive Compensation Flows Directly from Sensient’s Business Strategies; Investments Focus on Value Creation, Primarily Over the Long Term

    Executive Compensation Flows Directly from Sensient’s Business Strategies; Investments Focus on Value Creation, Primarily Over the Long Term Our approach to executive compensation flows directly from our approach to value creation for the Company and our shareholders. Although all timeframes are relevant, we focus primarily on long-term investments both in our employees and through acquisitions and strategic capital investments in state-of-the-art facilities and equipment designed to produce the highest quality innovative products efficiently and with product safety and regulatory compliance in mind. Our equity compensation program and our robust stock ownership guidelines are designed to align our executive compensation program with this long-term value creation focus. We believe that the annual components of our executive compensation program do not detract from our focus on long-term value creation through innovation, acquisitions, and strategic capital investments. We also believe that the three-year vesting of performance stock units, which represent 60% of long-term incentive plan grants, together with time-based restricted stock awards, which represent the remaining 40% of grants and vest, if at all, after three years, and stock ownership requirements directly align named executive officer compensation and incentives to longer-term shareholder value.

  27. Compensation Objectives and Philosophy

    | • | to align executive and shareholder interests through equity-based compensation, including performance-based stock units, and long-term stock ownership arrangements; |

  28. Compensation Objectives and Philosophy

    | • | an analysis of pay at peer group companies, industry pay survey data, and market compensation practices for executive officers; and |

  29. Compensation Objectives and Philosophy

    In sum, the Committee intends that Sensient’s executive compensation program is designed to effectively support key business objectives through pay-for-performance strategies that reward performance based on our executives’ individual contributions to the Company’s success in a manner that does not encourage unnecessary or excessive risks. The Committee determines the amounts and mix of compensation elements for Sensient’s executives based on the compensation design and other factors described above, including the philosophy of measuring and rewarding performance and retaining key executives. Sensient reviews its compensation awards compared to compensation levels for comparable positions at Sensient’s peer group of public companies of similar size and complexity as well as published survey data, adjusted as described below (together, the “Comparable Company Data”), using regression analysis for the survey data because of differences in size between the comparable companies and the Company. This review is performed to ensure that Sensient’s compensation programs are reasonably applied, and also to ensure that they are competitive for purposes of attracting and retaining key executives. The selection of our peer group and each material element of compensation are discussed further below. Key elements of the executive compensation program directly link executive compensation to the Company’s performance and success in meeting specified financial goals and objectives. The Committee also considers other compensation and amounts payable to executive officers, including potential payments in a situation involving a change of control of the Company. The Committee also recognizes that situations involving a potential change of control of a company can be very disruptive to all of its employees, including executive officers, because a change of control could affect the employees’ job security, authority, or compensation. To help address the inherent potential conflict of interest between executive officers’ personal interests and other interests of the Company and its shareholders, since 1988, we have provided key decision-making officers with agreements that will help mitigate their concerns about such personal matters in the case of a change of control, and thereby assure that management provides objective guidance to the Board and shareholders. As noted above, since 2010, these have been double-trigger agreements, requiring both change of control and loss of employment within three years. Change of control agreements can also help ensure that the management team stays intact before, during, and after a change of control, thereby protecting the interests of not only the Company’s shareholders but also those of any acquirer. We believe that these change of control agreements align the interests of executives with the interests of shareholders in maximizing the value of Sensient stock at the time of any change of control. Finally, as with most companies, the Company provides various other benefits to its employees, including its executive officers. Many of these benefits, such as health insurance, are provided on the same basis to all salaried employees. In many respects, the types and amounts of those benefits have historically been driven by reference to the Company’s past practices. The Committee regularly reviews these and other benefits, including special benefits or “perks,” for executive officers. In 2014, the Committee and Board eliminated all tax gross-up payments on perks paid to executive officers after they become named executive officers.

  30. Compensation Committee Practices

    | • | public companies included in Sensient’s peer group by proxy advisors. |

  31. Compensation Committee Practices

    The peer group is reviewed annually and while companies are added or removed as circumstances warrant, the Compensation Committee believes it is beneficial to attempt to keep the peer group fairly stable from year to year for comparison purposes. In July 2024, the Compensation Committee removed Tredegar Corporation because its core business focus shifted to a product mix that does not align with the Company and its market capitalization is the lowest of the Company’s peer group. To replace Tredegar Corporation, the Committee added LSB Industries, Inc., which is in the diversified chemicals industry and is already a peer company used by some proxy advisory firms to evaluate the Company’s executive compensation program. The Committee will further review potential additions again next year. The Comparable Company Data included in the 2024 analysis was considered by the Compensation Committee in making decisions for:

  32. Compensation Committee Practices

    | • | annual management incentive plan target awards for performance during 2025; |

  33. Compensation Committee Practices

    | • | 2024 performance stock unit awards with a three-year performance period (January 1, 2025 – December 31, 2027) (which will vest, if at all, following the end of the performance period); and |

  34. Compensation Committee Practices

    | • | 2024 restricted stock awards with a three-year vesting period (which will vest, if at all, in December 2027). |

  35. Compensation Committee Practices

    The Committee’s analysis was based in part on published survey data of a broad group of public and private companies and in part on an analysis of the proxy statements of a peer group of 17 public companies prepared by the Committee’s outside compensation consultant. As further described above, the peer group of 17 public companies included in 2024 was:

  36. Compensation Committee Practices

    This public company peer group is comparable to Sensient in complexity and market challenges. Sensient’s market capitalization, operating income, and revenue ranked at the 83rd, 70th, and 35th percentiles of the peer companies, respectively. The Compensation Committee has the sole authority to retain and terminate a compensation consulting firm to assist it in the evaluation of compensation of the Chief Executive Officer and other executives and employees of the Company and the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee is directly responsible for the oversight of the work of any compensation consulting firm retained by it to assist in compiling the Comparable Company Data. In selecting a consultant, the Committee considers all factors relevant to that person’s independence from management, including the following: (i) whether the consultant’s firm provides other services to the Company, (ii) the fees received by the consultant’s firm from the Company as a percentage of the firm’s overall revenue, (iii) the policies and procedures of the consultant’s firm designed to prevent conflicts of interest, (iv) any business or personal relationship between the consultant and a member of the Committee, (v) any Common Stock owned by the consultant, and (vi) any business or personal relationship of the consultant or the consultant’s firm with an executive officer of the Company. As part of the process this year to retain Willis Towers Watson, the Compensation Committee evaluated the independence of that firm and its advisers by considering the factors listed above (among other factors that the Committee considered relevant). On the basis of the Compensation Committee’s evaluation of the factors listed above, the Committee determined that the advisers’ relationships did not create conflicts of interest and did not adversely affect Willis Towers Watson’s independence and advice. The Company’s management assists the Compensation Committee in its determinations by helping compile and organize information, arranging meetings, and acting to support the Compensation Committee’s work. In reviewing the performance and establishing the compensation levels of other executive officers, the Compensation Committee also takes into account the recommendations of the Company’s Chief Executive Officer. The Company’s management has no decision-making authority on the Compensation Committee.

  37. Components of 2024 Executive Compensation and Benefits Programs

    | | Component | Type | Objective | | | 1. | Base Salary | Fixed | - | Attract and retain talented executives by providing base pay at market levels | | 2. | Annual Cash Incentive Plan Awards | Performance-Based | - | Drive Company and individual annual performance | | | | | - | Focus on growing 2024 adjusted EBITDA (70% weight) and local currency revenue (30% weight) | | 3. | Long-Term Equity Incentive Awards | 60% Performance-Based and 40% Restricted Stock | - | Align executive officers’ interests with those of the Company and its shareholders over a three-year vesting period | | | | | - | Performance-based awards focus on Company’s operating performance in terms of adjusted EBITDA growth (70% weight) and adjusted return on invested capital (30% weight) over a three-year performance period (January 1, 2025 – December 31, 2027) | | | | | - | Restricted stock awards that vest, if at all, after three years | | 4. | Retirement Benefits | Fixed | - | Attract and retain talented executives by providing retirement benefits to executives who have contributed to the Company’s success over an extended period of time | | 5. | Other Benefits | Fixed | - | Attract and retain talented executives by providing other benefits (e.g., health insurance) at market levels |

  38. Components of 2024 Executive Compensation and Benefits Programs

    The performance measures for the annual cash incentive plan and long-term equity incentive awards are defined by the Committee and may include adjustments to the Company’s GAAP financial results. The performance measures described above may be adjusted to remove the effect of foreign currency translation, Portfolio Optimization Plan costs, the impact of acquisitions or divestitures, and other items as defined by the Committee. As discussed above, the Compensation Committee relied in part on a study of peer group performance in setting base salaries and specific performance targets for both the annual cash incentive and the long-term equity incentive awards.

  39. Annual Incentive Plan Awards

    Annual Incentive Plan Awards Sensient maintains annual management incentive plans for its officers, business unit management, senior leaders, and other key individuals. Annual incentive compensation is intended to provide cash-based incentives based upon achieving overall Company, group, or divisional financial goals, while placing a significant part of each person’s total compensation at risk depending upon achievement of those goals. The Committee has discretion to reduce any award by up to 20% if the Committee determines a reduction to be appropriate, such as if the Committee determines that the plan participant caused the Company to take unnecessary or excessive risks. The Committee also has discretion to make exclusions or adjustments for items that were not considered at the time the performance goals were set and are related to an activity or event that is outside of the Company’s ordinary course of business or impacts comparability between periods. For 2024 annual incentive target awards approved in February 2024 for Ms. Jones and Messrs. Paul Manning, Rolfs, Tornehl, and John J. Manning, based upon the achievement of performance goals during 2024, performance was measured based on a weighted average of the Company’s achievement of two performance goals:

  40. Annual Incentive Plan Awards

    | • | adjusted EBITDA (70% weight), and |

  41. Annual Incentive Plan Awards

    | • | local currency revenue (30% weight). |

  42. Annual Incentive Plan Awards

    These are non-GAAP financial measures. The tables and their footnotes below provide information regarding these measures and how they were calculated. For 2024 annual incentive target awards approved in February 2024 for Mr. Geraghty, based upon the achievement of performance goals during 2024, performance was split between Color Group (70%) and Corporate (30%) results and measured based on a weighted average of the Color Group’s achievement of two performance goals:

  43. Annual Incentive Plan Awards

    | • | local currency operating profit (70% weight), and |

  44. Annual Incentive Plan Awards

    | • | local currency revenue (30% weight). |

  45. Annual Incentive Plan Awards

    Awards earned under the annual incentive plan in 2024, based upon targets set in February 2024, were as described in the tables below:

  46. Annual Incentive Plan Awards

    | Corporate Performance Goals | 2024 Target(1) and Percentage of Target Award Earned | 2024 Calculation(2) | Percentage Weight of Award Formula | | Adjusted EBITDA | 4.6% decrease minimum, 10% 0% increase, 25%; 6% increase target, 100%; 8% increase maximum, 200% | $268.6 million (8.3% increase) | 70% | | Local Currency Revenue | 5.5% decrease minimum, 10% 0% increase, 25%; 5% increase target, 100%; 6.5% increase maximum, 200% | $1.6 billion (7.4% increase) | 30% |

  47. Annual Incentive Plan Awards

    | Color Group Performance Goals | 2024 Target(1) and Percentage of Target Award Earned | 2024 Calculation(2) | Percentage Weight of Award Formula | | Local Currency Operating Profit | 5% decrease minimum, 10% 0% increase, 25%; 11% increase target, 100%; 14% increase maximum, 200% | $119.5 million (14.2% increase) | 70% | | Local Currency Revenue | 5% decrease minimum, 10% 0% increase, 25%; 6% increase target, 100%; 8% increase maximum, 200% | $647.9 million (7.3% increase) | 30% |

  48. Annual Incentive Plan Awards

    | (1) A minimum, target, and maximum payment level were set for each performance goal for purposes of determining awards as shown above. 2024 performance below the minimum level would have resulted in no payment for that performance goal, while 2024 performance equal to or above the maximum level would have resulted in a payment of 200% of the target award for that performance goal. When performance fell between various payment levels, interpolation was used to calculate the payment level. Actual payments to our named executive officers earned based on 2024 performance were 193.1% of the target award amount for Mr. Geraghty and 200% of the target award amounts for our other named executive officers (other than Mr. Rolfs) and are reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” Mr. Rolfs retired on June 30, 2024 and, therefore, in accordance with the terms of our annual management incentive plan, was ineligible to receive an incentive payment for 2024. |

  49. Annual Incentive Plan Awards

    | (2) The annual incentive plan provides that in comparing performance against the targeted performance goals, the Compensation Committee may exclude from the comparison any item that was not considered for the establishment of the performance goals and is related to an activity or event that is outside of the Company’s ordinary course of business as it deems appropriate. In evaluating 2024 results, the Committee removed the costs of the Company’s Portfolio Optimization Plan and the impact of foreign currency translation from adjusted EBITDA, local currency operating profit, and local currency revenue. |

  50. Annual Incentive Plan Awards

    The Company’s objective is to set incentive goals that are quantitative and measurable and that represent meaningful improvement from the prior year while still being capable of achievement at the “target” level. Each of the targets is an objective measure of performance that we believe is widely accepted by investors. The target percentage payout may vary from year to year. The amount Sensient pays will also increase or decrease from year to year depending on the Company’s performance against our target performance measures. After the end of the year, the Company compares Sensient’s performance against the goals for each of the performance measures to determine the amount (if any) that it pays the eligible executive officers under its annual management incentive plan, subject to Committee discretion to reduce the awards as described above. The Committee determined that these levels of annual incentive awards were appropriate based on analysis of the most recent Comparable Company Data. Ms. Jones and Messrs. Paul Manning, Tornehl, and John J. Manning received incentive compensation opportunities based upon the performance of the Company as a whole, rather than on the performance of any specific business unit of the Company. As noted above, the incentive compensation of Mr. Geraghty is based 70% upon performance of the Color Group and 30% on the performance of the Company as a whole.

  51. Equity Awards

    Equity Awards Sensient provides equity incentive compensation to its executive officers through the Company’s 2017 Stock Plan. We believe that including a significant level of equity-based awards aligns the financial interests of our management with those of both our shareholders and the long-term strategic objectives of the Company. The ultimate value of these equity-based awards is tied to the value of Sensient’s stock over the long term, and these awards provide executives with a further equity stake in the Company. This is especially true in light of the Company’s stock ownership requirements, as discussed below. Sensient’s long-term equity incentive compensation for its named executive officers is composed of 60% performance stock units and 40% restricted stock awards. The Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such equity instruments in relation to the disclosure of material nonpublic information by the Company. Performance Stock Units Awards In December 2024, the Compensation Committee awarded performance stock units (60% of the total long-term equity incentive compensation awarded) that are calculated based on future performance over a three-year performance period (2025-2027) and based on a weighted average of two performance metrics:

  52. Equity Awards

    | • | adjusted EBITDA growth (70% weight) and |

  53. Equity Awards

    | • | adjusted return on invested capital (30% weight). |

  54. Equity Awards

    These are non-GAAP financial measures. See the tables and their footnotes below for information regarding these measures and how they are calculated. The performance stock units, to the extent earned, will vest at the end of the three-year performance period. The Compensation Committee also awarded restricted stock awards (40% of total) that will vest three years following the grant date. For performance stock units, if the individual’s employment terminates because of death, disability, or retirement after reaching retirement age, before the end of the three-year performance period, a prorated portion of the performance stock units (calculated by dividing the number of full months of the performance period that the individual worked for the Company by thirty-six), if earned, will vest after three years. The Compensation Committee, in its sole discretion, may vest some or all of the remaining performance stock units eligible for vesting. If a change of control occurs during the three-year performance period, the Company will issue one share of stock per performance stock units that could become vested assuming performance at 100% of target levels. Award targets under the performance stock unit awards granted in 2024 are as described in the table below. In setting the targets below, the Compensation Committee used Comparable Company Data in order to establish targets that were challenging, yet achievable and also in line with past performance within the peer group.

  55. Equity Awards

    | Three-Year Performance Goal | 2025-2027 Target(1) and Percentage of Performance Goal Earned | 2024 Baseline(2) | Percentage Weight of PSU Award Formula | | Adjusted EBITDA growth | Less than -3% Compound Annual Growth Rate (CAGR) on 2024 EBITDA minimum, 0%; | $268.6 million | 70% | | | 3% CAGR on 2024 EBITDA target, 100%; | | | | | 8% or more CAGR on 2024 EBITDA maximum, 200% | | | | Adjusted return on invested capital | 50 basis points or more decrease on 2024 ROIC minimum, 0%; | 9.0% | 30% | | | 25 basis points decrease on 2024 ROIC, 25%; | | | | | 25 basis points increase on 2024 ROIC target, 100%; | | | | | 50 basis points or more increase on 2024 ROIC maximum, 200% | | |

  56. Equity Awards

    | (1) Each three-year performance goal for 2025-2027 is subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance below the minimum level would result in no award for that performance goal, while three-year performance equal to or above the maximum level would result in an award of 200% of the target level for that performance goal. Interpolation will be used to calculate the award if the performance falls between the various levels. |

  57. Equity Awards

    | (2) Our stock plans provide that in comparing performance against the targeted performance goals, the Compensation Committee shall adjust performance targets to mitigate the unbudgeted impact of material, unusual, or nonrecurring gains and losses, accounting changes, the effect of foreign currency translation, or other extraordinary events, unless the Committee provides otherwise at the time of establishing the targets. In addition, in measuring Adjusted EBITDA, the Committee excludes the impact of non-cash equity-based compensation. Adjusted return on invested capital is calculated as the trailing twelve months of after-tax operating income divided by the five quarter average of invested capital. Invested capital equals debt plus shareholders’ equity minus cash. In setting the 2024 baseline for the performance stock unit grants, in addition to excluding non-cash equity compensation from Adjusted EBITDA, the Committee removed the impact of costs associated with the Portfolio Optimization Plan from both metrics. |

  58. Equity Awards

    The following table shows the performance metrics and weighting that the Compensation Committee set for our 2021 performance stock units, which were eligible for vesting following the end of the performance period on December 31, 2024, and our degree of attainment of these goals:

  59. Equity Awards

    | Three-Year Performance Goal | 2022-2024 Target(1) and Percentage of Performance Goal Earned | 2022-2024 Calculation(2) | Percentage Weight of PSU Award Formula | | Adjusted EBITDA growth | Less than -3% Compound Annual Growth Rate (CAGR) on 2021 EBITDA minimum, 0%; | $282.3 million (5.3% CAGR increase) | 70% | | | 3% CAGR on 2021 EBITDA target, 100%; | | | | | 8% or more CAGR on 2021 EBITDA maximum, 200% | | | | Adjusted return on invested capital | 75 basis points or more decrease on 2021 ROIC minimum, 0%; | 9.0% (140 bps decrease) | 30% | | | 50 basis points decrease on 2021 ROIC, 25%; | | | | | No change on 2021 ROIC target, 100% | | | | | 50 basis points or more increase on 2021 ROIC maximum, 200% | | |

  60. Equity Awards

    | (1) Each three-year performance goal for 2022-2024 was subject to a minimum, target, and maximum level for purposes of determining any awards as shown above. Three-year performance equal to or below the minimum level resulted in no award for that performance goal. |

  61. Equity Awards

    | (2) Our stock plans provide that in comparing performance against the targeted performance goals, the Compensation Committee shall adjust performance targets to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes, the effect of foreign currency translation, or other extraordinary events not foreseen at the time the targets were set, unless the Committee provides otherwise at the time of establishing the targets. In evaluating actual performance against the performance goals, the Committee removed: (i) the Portfolio Optimization Plan costs and the impact of foreign currency translation from Adjusted EBITDA and (ii) the Portfolio Optimization Plan costs from adjusted return on invested capital. In addition, in measuring Adjusted EBITDA, the Committee excludes the impact of non-cash equity-based compensation. Adjusted return on invested capital is calculated as the trailing twelve months of after-tax operating income divided by the five quarter average of invested capital. Invested capital equals debt plus shareholders’ equity minus cash. |

  62. Equity Awards

    Based on 2022-2024 performance, each named executive officer received 102.2% of the 2021 performance stock unit award. Restricted Stock Awards In December 2024, the Compensation Committee awarded shares of restricted stock (40% of the total long-term equity incentive compensation awarded) that do not vest until the end of a three-year period of restriction. Pursuant to the terms of the award, if the individual’s employment terminates because of normal retirement in effect on the date of the termination of employment, the period of restriction with respect to any shares of restricted stock held by the individual will terminate and such shares will be free of restrictions. If the individual’s employment terminates because of death or disability before the period of restriction lapses, the period of restriction will terminate with respect to that number of shares of restricted stock equal to the total number of shares of restricted stock granted multiplied by the number of full months which have elapsed since the grant date divided by the maximum number of full months of the period of restriction. The Compensation Committee, in its sole discretion, may waive the restrictions remaining on all such remaining shares. If a change of control occurs during a period of restriction, the Compensation Committee, in its sole discretion, may provide for the acceleration of the vesting of an award or make such other provision as the Compensation Committee may consider equitable and in the best interests of the Company.

  63. Chief Executive Officer’s Employment Agreement

    Chief Executive Officer’s Employment Agreement Mr. Paul Manning is the only officer of the Company who currently has an employment agreement. A description of certain terms of Mr. Paul Manning’s employment agreement is provided below.

  64. Compensation for Mr. Paul Manning

    Compensation for Mr. Paul Manning Mr. Paul Manning has an employment agreement with the Company that commenced on February 13, 2020. The initial term of employment was three years, commencing on the effective date, subject to automatic extension for additional one-year periods unless either party provides the other party with at least 12 months’ advance written notice that no such extension shall occur. The agreement provides for the payment of base salary (subject to annual adjustment by mutual agreement), bonus eligibility (with no guarantee that any bonus will be earned and paid), participation in incentive, savings, and retirement plans, and customary benefits. The agreement incorporates by reference a one-year non-competition covenant that will begin on the date Mr. Paul Manning ceases to serve as Chief Executive Officer. For 2022 to 2025, Sensient’s principal corporate goals and objectives relevant to Mr. Paul Manning’s compensation were to achieve excellent overall financial performance and increased shareholder value by executing Sensient’s strategic plans, including strengthening Sensient’s management organization. The Committee set Mr. Paul Manning’s base salary at $1,040,000 for 2022 and $1,080,000 for 2023 and 2024. Mr. Paul Manning’s base salary was selected based on the evaluations described above, Sensient’s overall financial performance, and his leadership role. His potential annual cash incentive award was 100% of base salary at “target” performance based on a weighted average of the Company’s achievement of adjusted EBITDA and local currency revenue. Sensient granted Mr. Paul Manning 35,160 performance stock units and 23,440 shares of restricted stock in 2022, 42,442 performance stock units and 28,294 shares of restricted stock in 2023, and 34,492 performance stock units and 22,994 shares of restricted stock in 2024. The award for each year was based on Mr. Paul Manning’s performance with respect to the year in which the award was granted in accordance with the evaluation described above and to provide an appropriate incentive for accomplishment of future performance targets. The criteria for equity compensation awards are discussed in the subsection above entitled “Equity Awards.” Mr. Paul Manning was also eligible to participate in the Company benefit plans available to and on the same basis as other executive officers of the Company, including the SERP, the supplemental benefit plan, and the deferred compensation plan. Sensient’s Chief Executive Officer typically receives a higher salary, a higher potential bonus, and larger equity awards than our other executive officers, which is consistent with the practices of the companies included in the Comparable Company Data and most other public companies. Because Sensient does not currently have a Chief Operating Officer or co-CEO, the difference between Mr. Paul Manning’s compensation and the compensation of the other named executives is higher than at companies that employ a Chief Operating Officer or co-CEO. Mr. Paul Manning’s employment agreement includes significant obligations upon early termination of employment (regardless of a change of control) without “cause” or for “good reason” as defined therein and as described below under “Potential Payments Upon Termination or Change of Control.”

  65. Change of Control Agreements

    Change of Control Agreements The Company maintains change of control agreements with all of its executive officers, including the named executive officers. These agreements are customary in Sensient’s industry and help to attract and retain key executives in the event of a change of control. These agreements are not employment agreements and have no effect unless there is a change of control. For these purposes, a “change of control” ordinarily occurs if a person acquires 30% or more of Sensient’s Common Stock, a majority of Sensient’s Board consists of persons other than those nominated by the Board, or Sensient is a party to a merger, consolidation, or sale of assets, or acquires the assets of another entity, and Sensient’s shareholders have less than 50% of the Common Stock and voting power of the resulting entity. Each of these agreements provides that in the event of a change of control, the Company will continue to employ the executive for a period of three years following the date of such change of control. During this period, the executive will receive as compensation a base salary, subject to annual adjustment, bonus awards in accordance with past practice, and all other customary benefits in effect as of the date of the change of control. Each agreement can be terminated upon 30 days’ notice by the Company in the event of the executive’s disability. The agreements can also be terminated by the Company for “cause” and by the executive for “good reason.” See “Potential Payments Upon Termination or Change of Control” below for a description of “cause” and “good reason” as used in the agreement. If terminated by the Company other than for cause or disability, or by the executive for good reason, the Company will pay the executive an amount equal to the sum of (i) accrued unpaid deferred compensation and vacation pay and (ii) three times the sum of the executive’s base salary plus the greater of the highest annual bonus (x) for the last five years or (y) since reaching age 50. The executive will also be entitled to coverage under existing benefit plans and benefits for three years and a payment equal to the vested amounts plus a payment equal to three additional years of employer contributions under Sensient’s retirement and deferred compensation plans, which generally provide for full vesting if a change of control occurs. If terminated for cause, the Company will pay the executive his or her annual base salary through termination. If the executive’s employment is terminated by reason of death or disability, the Company will pay certain accrued obligations and other customary death or disability benefits. See “Tax Aspects of Executive Compensation” below. The Compensation Committee believes that these change of control benefits are important for attracting and retaining executive talent, help to ensure that executive officers can remain focused during periods of uncertainty, and that protecting the executives in this way serves Sensient’s long-term best interests and the long-term best interests of all stakeholders. Sensient has established a so-called “Rabbi Trust” for the payments of the Company’s obligations in the event of a change of control.

  66. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  67. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Paul Manning Chairman, President and Chief Executive Officer | 2024 | $1,080,000 | — | $4,500,004 | — | $2,160,000 | $— | $106,043 | $7,846,047 | | | 2023 | 1,080,000 | — | 4,300,041 | — | 91,277 | 504,000 | 198,834 | 6,174,152 | | | 2022 | 1,040,000 | — | 4,300,068 | — | 2,080,000 | — | 177,831 | 7,597,899 | | Tobin Tornehl Vice President and Chief Financial Officer | 2024 | 364,000 | — | 637,576 | — | 424,000 | — | 41,123 | 1,466,699 | | | 2023 | 322,000 | — | 225,045 | — | 13,607 | — | 60,053 | 620,705 | | | 2022 | 312,000 | — | 215,003 | — | 312,000 | — | 49,703 | 888,706 | | Stephen J. Rolfs Former SVP and Chief Financial Officer | 2024 | 326,538 | — | — | — | — | — | 39,497 | 366,035 | | | 2023 | 545,000 | — | 1,075,010 | — | 29,940 | 152,000 | 92,830 | 1,894,780 | | | 2022 | 525,000 | — | 1,060,047 | — | 682,500 | — | 84,507 | 2,352,054 | | Michael C. Geraghty President, Color Group | 2024 | 517,000 | — | 790,002 | — | 649,055 | — | 56,684 | 2,012,741 | | | 2023 | 505,000 | — | 730,027 | — | 36,669 | 112,000 | 80,450 | 1,464,146 | | | 2022 | 480,000 | — | 705,035 | — | 624,000 | — | 72,963 | 1,881,998 | | John J. Manning Senior Vice President, General Counsel and Secretary | 2024 | 495,000 | — | 625,066 | — | 643,500 | 12,000 | 54,762 | 1,830,328 | | | 2023 | 485,000 | — | 590,028 | — | 26,644 | 74,000 | 85,750 | 1,261,422 | | | 2022 | 465,000 | — | 575,006 | — | 604,500 | — | 77,155 | 1,721,661 | | Amy Schmidt Jones Vice President, HR and Senior Counsel | 2024 | 424,000 | — | 515,004 | — | 466,400 | — | 57,373 | 1,462,777 | | | 2023 | 415,000 | — | 495,013 | — | 19,291 | — | 80,477 | 1,009,781 | | | 2022 | 395,000 | — | 485,042 | — | 434,500 | — | 64,361 | 1,378,903 |

  68. SUMMARY COMPENSATION TABLE

    | (1) For Mr. Rolfs, this amount includes $49,038 of accrued vacation benefit that became payable upon his retirement from the Company on June 30, 2024. |

  69. SUMMARY COMPENSATION TABLE

    | (2) The amounts in the table reflect the grant date fair value of stock awards to the named executive officer. Accounting Standards Codification (“ASC”) 718 requires recognition of compensation expense over the vesting period (or until retirement age) for stock awards granted to employees based on the estimated fair value of the equity awards at the time of grant. The ultimate values of the stock awards to the executives generally will depend on the future market price of our Common Stock and, with respect to the performance stock units, achievement of performance conditions, which cannot be forecasted with reasonable accuracy. With respect to performance stock units, the amounts in the table assume the target level of performance conditions will be achieved. The values of the stock awards at the grant date in 2024, 2023, and 2022, respectively, assuming the maximum level of performance conditions will be achieved are as follows: Mr. Paul Manning — $7,200,038, $6,880,091, and $6,880,109; Mr. Tornehl — $1,020,122, $360,059, and $344,005; Mr. Rolfs — $0, $1,719,992, and $1,696,105; Mr. Geraghty — $1,263,987, $1,168,019, and $1,128,071; Mr. John J. Manning —$1,000,105, $944,069, and $920,038; and Ms. Jones — $823,975, $792,033, and $776,067. Due to Mr. Rolfs’s retirement on June 30, 2024, the potential number of his 2023 performance stock units eligible for vesting are prorated based upon his service of six months of the thirty-six month performance period and the potential number of his 2022 performance stock units eligible for vesting are prorated based upon his service of eighteen months of the thirty-six month performance period. |

  70. SUMMARY COMPENSATION TABLE

    | (3) Amounts shown represent the amounts earned under the Company’s annual management incentive plans with respect to the years indicated. The specific targets for the year are set in February of the same year. |

  71. SUMMARY COMPENSATION TABLE

    For 2022, the amounts paid to Ms. Jones and Messrs. Paul Manning, Rolfs, Tornehl, and John J. Manning under the management incentive plans were based upon a percentage of each officer’s salary during such year multiplied by a weighted average of achievement of targeted levels of adjusted EBITDA (60% weight) and adjusted revenue (40% weight). In 2023 and 2024, the Compensation Committee changed the weighting to 70% adjusted EBITDA and 30% local currency revenue to reflect the priority of increasing profitability within the Groups at the Company. For Mr. Geraghty the amounts paid under the management incentive plans were based upon performance goals that were split between Color Group (70%) and Corporate (30%) results and measured based on a weighted average of the Color Group’s achievement of two performance goals: local currency operating profit (70% weight), and local currency revenue (30% weight). Additionally, in 2022, Mr. Geraghty was eligible for a Working Capital Incentive with a target payout of $100,000 based 100% on inventory reduction. In 2023, Mr. Geraghty was eligible for a New Product Development Incentive with a target payout of $100,000 based 100% on revenue generated from new product development. The amounts earned under the management incentive plans are capped at 200% of the award at the targeted level for each executive. See “Components of 2024 Executive Compensation and Benefits Program — Annual Incentive Plan Awards” above.

  72. SUMMARY COMPENSATION TABLE

    | (4) Represents the increase in the actuarial present value of pension benefits during the specified fiscal year and the above market earnings on nonqualified deferred compensation. This benefit will not increase as a result of compensation increases after 2015 (after 2016 for Mr. Rolfs) because the SERP was frozen by the Board in 2014. See the “Pension Benefits” and “Nonqualified Deferred Compensation” tables below for further discussion regarding Sensient’s pension and deferred compensation plans. |

  73. SUMMARY COMPENSATION TABLE

    | (5) Includes Company contributions under certain benefit plans and other arrangements for the named executive officers. These contributions are set forth in the following table. The Company’s ESOP and Savings Plan are qualified plans subject to government imposed annual limitations on contributions. The Company’s Supplemental Benefits Plan, which is a non-qualified plan, replaces benefits that cannot be provided by the qualified ESOP and Savings Plan because of these annual limitations. The amounts shown in the table below include contributions to the ESOP and Savings Plan as well as contributions to the Supplemental Benefits Plan. The amounts related to retirement plan benefits listed under the column entitled “All Other Compensation” in the “Summary Compensation Table” above are listed in the table below: |

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards As detailed above, Sensient provides incentive compensation to employees through its annual management incentive plan and its stock plans. The annual management incentive plan provides annual cash payments based upon achieving overall Company performance goals. The stock plans authorize the Compensation Committee to grant restricted stock and performance stock units to key employees. The Company has not granted stock options since 2008. The Committee makes annual decisions, typically in December of each year, regarding appropriate equity-based awards for each executive primarily based upon the Company’s financial performance, each executive’s level of responsibility, and the Comparable Company Data. See “Components of 2024 Executive Compensation and Benefits Programs — Annual Incentive Plan Awards” and “Components of 2024 Executive Compensation and Benefits Programs — Equity Awards” above for descriptions of our annual management incentive plan and stock plans.

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | Name | Grant Date | Option Awards | | | | | Stock Awards(1) | | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Paul Manning | 12/9/21 | — | — | — | — | — | — | — | 26,084(4) | 1,858,746(4) | | | 12/7/22 | — | — | — | — | — | 23,440 | 1,670,334 | 35,160 | 2,505,502 | | | 12/6/23 | — | — | — | — | — | 28,294 | 2,016,230 | 42,442 | 3,024,417 | | | 12/4/24 | — | — | — | — | — | 22,994 | 1,638,552 | 34,492 | 2,457,900 | | | | | | | | | | 5,325,116 | | 9,846,565 | | Tobin Tornehl | 12/9/21 | — | — | — | — | — | — | — | 1,214(4) | 86,510(4) | | | 12/7/22 | — | — | — | — | — | 1,172 | 83,517 | 1,758 | 125,275 | | | 12/6/23 | — | — | — | — | — | 1,481 | 105,536 | 2,221 | 158,268 | | | 7/1/24 | — | — | — | — | — | 747 | 53,231 | 1,120 | 79,811 | | | 12/4/24 | — | — | — | — | — | 2,555 | 182,069 | 3,833 | 273,140 | | | | | | | | | | 424,353 | | 723,004 | | Stephen J. Rolfs | 12/9/21 | — | — | — | — | — | — (5) | — | 5,056(4)(6) | 360,291(4) | | | 12/7/22 | — | — | — | — | — | — (5) | — | 4,334(6) | 308,841 | | | 12/6/23 | — | — | — | — | — | — (5) | — | 1,768(6) | 125,988 | | | | | | | | | | — | | 795,119 | | Michael C. Geraghty | 12/9/21 | — | — | — | — | — | — | — | 3,943(4) | 280,978(4) | | | 12/7/22 | — | — | — | — | — | 3,843 | 273,852 | 5,765 | 410,814 | | | 12/6/23 | — | — | — | — | — | 4,804 | 342,333 | 7,205 | 513,428 | | | 12/4/24 | — | — | — | — | — | 4,037 | 287,677 | 6,055 | 431,479 | | | | | | | | | | 903,862 | | 1,636,699 | | John J. Manning | 12/9/21 | — | — | — | — | — | — | — | 3,245(4) | 231,239(4) | | | 12/7/22 | — | — | — | — | — | 3,134 | 223,329 | 4,702 | 335,065 | | | 12/6/23 | — | — | — | — | — | 3,882 | 276,631 | 5,824 | 415,018 | | | 12/4/24 | — | — | — | — | — | 3,194 | 227,604 | 4,791 | 341,407 | | | | | | | | | | 727,564 | | 1,322,729 | | Amy Schmidt Jones | 12/9/21 | — | — | — | — | — | — | — | 2,791(4) | 198,887(4) | | | 12/7/22 | — | — | — | — | — | 2,644 | 188,411 | 3,966 | 282,617 | | | 12/6/23 | — | — | — | — | — | 3,257 | 232,094 | 4,886 | 348,176 | | | 12/4/24 | — | — | — | — | — | 2,632 | 187,556 | 3,947 | 281,263 | | | | | | | | | | 608,061 | | 1,110,943 |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (1) The value indicated in the table is based on the $71.26 per share closing price of a share of Common Stock on December 31, 2024 and assumes target levels of performance for the performance stock units. |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (2) The amounts in this column reflect shares of restricted stock that have been granted as of December 31, 2024, but which remained subject to additional vesting requirements. These shares of restricted stock are subject to a three-year cliff vesting schedule that begins on the grant date. |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (3) The amounts in this column reflect performance stock units that have been granted as of December 31, 2024 and have not vested. The performance stock units are eligible to vest based upon the Company’s achievement during a three-year performance period of certain performance criteria based on (a) adjusted EBITDA growth and (b) adjusted return on invested capital. The actual number of shares earned will be determined and vest following the three-year performance period. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (4) These performance stock units vested at 102.2% of the target award amount shown above based upon the Company’s achievement of certain performance criteria based on adjusted EBITDA growth and adjusted return on invested capital during a three-year performance period ending on December 31, 2024. |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (5) On July 24, 2024, the Compensation Committee approved the immediate vesting of the outstanding shares of restricted stock for Mr. Rolfs, on a prorated basis, with the number of shares vesting determined by applying a “proration factor” equal to the number of full calendar months worked during the restricted period of each grant over thirty-six months. Mr. Rolfs ultimately received 7,438 shares as a result of such immediate vesting. The remaining shares of restricted stock applicable to the grants received by Mr. Rolfs in 2021, 2022, and 2023 were forfeited. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2024)

    | (6) Due to Mr. Rolfs’s retirement on June 30, 2024, the potential number of his performance stock units eligible for vesting are prorated based upon the number of months worked by Mr. Rolfs over the thirty-six month performance period of each performance stock unit award. |

  83. OPTION EXERCISES AND STOCK VESTED (2024)

    OPTION EXERCISES AND STOCK VESTED (2024)

  84. OPTION EXERCISES AND STOCK VESTED (2024)

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | Paul Manning | — | $— | 36,005 | $2,448,700 | | Tobin Tornehl | — | — | 1,929 | 131,191 | | Stephen J. Rolfs | — | — | 10,144 | 689,893 | | Michael C. Geraghty | — | — | 6,441 | 438,052 | | John J. Manning | — | — | 5,021 | 341,478 | | Amy Schmidt Jones | — | — | 4,464 | 303,597 |

  85. OPTION EXERCISES AND STOCK VESTED (2024)

    | (1) Includes performance stock units awarded in 2020 that vested in February 2024 and converted into shares of Common Stock at 123.9% of the target award after a three-year performance period ended December 31, 2023. The amounts in this column represent the product of the number of shares acquired on vesting and the closing market price of the shares on the vesting date, plus the value of the dividends accrued on the shares that vested. The “Value Realized on Vesting” and “Number of Shares Acquired on Vesting” have not been reduced to account for any shares withheld by the Company to satisfy the tax liability incident to the vesting. |

  86. PENSION BENEFITS (Year-end 2024)

    PENSION BENEFITS (Year-end 2024)

  87. PENSION BENEFITS (Year-end 2024)

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Paul Manning | SERP | 6 | $6,660,000 | $— | | Tobin Tornehl | — | — | — | — | | Stephen J. Rolfs | SERP | 19 | — | 3,032,001 | | Michael C. Geraghty | SERP | 4 | 2,227,000 | — | | John J. Manning | SERP | 2 | 1,125,000 | — | | Amy Schmidt Jones | — | — | — | — |

  88. PENSION BENEFITS (Year-end 2024)

    | (1) The benefits for Mr. Paul Manning had not yet vested at year-end. |

  89. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Eligible Company executives are entitled to defer up to 25% of their annual salary under the executive income deferral plan. Amounts deferred earn interest at the average interest rate on AAA rated corporate bonds and are payable upon retirement or over a 15-year period, unless the executive elects to receive an actuarially equivalent joint and survivor benefit, reduced by up to 20% depending upon the executive’s age at retirement. The Company also has a supplemental benefit plan that includes the supplemental ESOP benefit plan and the supplemental savings plan to replace benefits that cannot be allocated to the executives in the qualified ESOP and savings plan because of government imposed annual limitations. Each of these plans are nonqualified excess benefit and supplemental retirement plans as described in Sections 3(36) and 201(2) of the ERISA. Information for each of the named executive officers is set forth below relating to nonqualified deferred compensation.

  90. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  91. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Paul Manning | $— | $141,500 | $30,440 | $— | $980,638 | | Tobin Tornehl | — | 15,200 | 5,010 | — | 49,093 | | Stephen J. Rolfs | — | 44,875 | 44,554 | 666,870 | — | | Michael C. Geraghty | 33,864 | 39,950 | 86,360 | — | 1,345,442 | | John J. Manning | — | 37,975 | 16,339 | — | 199,177 | | Amy Schmidt Jones | — | 25,975 | 7,565 | — | 85,576 |

  92. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amount included in this column for each named executive officer is included in such named executive officer’s compensation set forth in the “Summary Compensation Table” above. |

  93. NONQUALIFIED DEFERRED COMPENSATION

    | (2) The aggregate earnings reported in this column are not “above-market or preferential earnings” and therefore are not required to be reported in the Summary Compensation Table. |

  94. NONQUALIFIED DEFERRED COMPENSATION

    The Company has established three so-called “Rabbi Trusts” by entering into trust agreements with a trustee to assure the satisfaction of the obligations of the Company under various plans and agreements to make deferred and other payments to certain of its past, present, and future executives and directors, including the named executive officers. Rabbi Trust A requires the Company to deposit assets into (“fund”) the Trust in the event of a “Potential Change of Control” (as defined therein) in an amount sufficient to satisfy the Company’s expenses and obligations to Mr. Paul Manning, the other named executive officers, and other executive officers under their Change of Control Employment and Severance Agreements (except to the extent that those obligations consist of benefits covered by Rabbi Trust B). Rabbi Trust A is currently not funded except with a nominal amount of assets and is currently revocable, but will become irrevocable once it is funded. The Board may elect to fund Rabbi Trust A in whole or in part prior to the occurrence of a Potential Change of Control. Rabbi Trust B was created to fund the Company’s expenses and obligations under various employee benefit plans, including four plans in which the named executive officers may participate: the SERP, the supplemental benefits plan, and the executive and management income deferral plans. The Company makes annual contributions to Rabbi Trust B, which held approximately $53.4 million of assets as of December 31, 2024. Rabbi Trust B is irrevocable. Rabbi Trust C was created to assure that payments to non-employee directors under the director retirement and deferred compensation plans described under “Director Compensation and Benefits” will not be improperly withheld. Rabbi Trust C is currently funded with a nominal amount, and is also funded from time to time as payouts are made under these plans, although the Company may elect to fund it at any time. Rabbi Trust C is irrevocable. Each of the Rabbi Trusts will terminate upon the earlier of the exhaustion of the trust corpus or the final payment to the directors or executives pursuant to the respective plans and agreements covered thereby, and any remaining assets will be paid to the Company.

  95. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Employment Agreement. As noted above, the Company has an employment agreement with Mr. Paul Manning, the Company’s Chairman, President, and Chief Executive Officer. See “Components of 2024 Executive Compensation and Benefits Programs - Compensation for Mr. Paul Manning.” This employment agreement may be terminated with or without cause, by the Company or by Mr. Paul Manning, subject to the rights and obligations contained therein. In 2024, Mr. Paul Manning received an annual base salary of $1,080,000, and, pursuant to the terms of the employment agreement, such salary is reviewed annually by the Compensation Committee based on Mr. Paul Manning’s performance and the Company’s compensation policies. In addition, Mr. Paul Manning is eligible for an annual incentive bonus, payable in cash and/or equity, based on criteria determined by the Compensation Committee and receives benefits consistent with those received by other executive officers of the Company. For purposes of the agreement, “cause” means conviction of an act of fraud, theft, or embezzlement or of other acts of dishonesty, gross misconduct, willful disclosure of trade secrets, gross dereliction of duty, or other grave misconduct that is substantially injurious to Sensient. “Good Reason” for Mr. Paul Manning to resign would exist if Sensient reduced his base salary, assigned him inconsistent duties, reduced his powers or functions, transferred him outside of Milwaukee, or otherwise materially breached the agreement. The Company does not have employment contracts with its other executive officers (it does have contracts effective upon a change of control, as described above and below). The following table describes the potential payments to Mr. Paul Manning upon a hypothetical termination without cause or by Mr. Paul Manning for “Good Reason” on December 31, 2024. The actual amounts that may be paid upon such a termination can only be determined if it actually occurs.

  96. Potential Payments Upon Termination or Change of Control

    | Termination Benefits (3x base salary & bonus)(1) | Health and Other Benefit Plans (3x annual benefits) | SERP (3 years’ service & age credit) | Total | | $9,480,000 | $498,772 | $11,815,439 | $21,794,211 |

  97. Potential Payments Upon Termination or Change of Control

    | (1) The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is greater. |

  98. Potential Payments Upon Termination or Change of Control

    Change of Control Agreements. In the event of a change of control of the Company, Mr. Paul Manning’s employment contract would be superseded by a Change of Control Employment and Severance Agreement as described above. The Company also has change of control agreements with certain of its executive officers (including each of the named executive officers). See “Change of Control Agreements” above for further information about these agreements. The following table describes the potential payments upon a hypothetical change of control of Sensient on December 31, 2024, followed by a qualifying severance (other than with respect to the vesting of stock awards). The actual amounts that may be paid upon such a change of control can only be determined if it actually occurs.

  99. Potential Payments Upon Termination or Change of Control

    | Executive | Severance Amount(1) | Pension Enhancement(2) | Value of Stock Awards That Vest Early(3) | Estimated Employee Benefits | Estimated Excise Taxes, Grossed-Up For Other Taxes Thereon(4) | Total Estimated Payments | | Paul Manning | $9,480,000 | $12,289,439 | $15,171,682 | $498,772 | $— | $37,439,893 | | Tobin Tornehl | 2,028,000 | 95,100 | 1,147,357 | 161,301 | — | 3,431,758 | | Michael C. Geraghty | 3,423,000 | 169,350 | 2,540,562 | 120,116 | — | 6,253,028 | | John J. Manning | 3,298,500 | 1,783,368 | 2,050,293 | 174,675 | — | 7,306,836 | | Amy Schmidt Jones | 2,575,500 | 127,425 | 1,719,005 | 116,389 | — | 4,538,319 |

  100. Potential Payments Upon Termination or Change of Control

    | (1) The severance amount is calculated as three times the sum of the executive’s base salary plus the highest annual bonus for the last five years or since reaching age 50, whichever is greater. |

  101. Potential Payments Upon Termination or Change of Control

    | (2) The pension enhancement is calculated based on the value of three additional years of employer contributions under Sensient’s benefit plans. For the named executive officers with unvested benefits in the SERP, the pension enhancement also includes calculation of the SERP benefits using the 2015 salary and the bonus paid in February 2015. |

  102. Potential Payments Upon Termination or Change of Control

    | (3) Reflects the vesting of all outstanding equity awards as of December 31, 2024. Performance stock units are subject to accelerated vesting at target performance levels upon a change of control, whether or not followed by a qualifying severance. Pursuant to the terms of the restricted stock awards, the Compensation Committee may, among other actions, provide for the acceleration of any time period relating to the vesting of a restricted stock award or may provide for the purchase or termination of such awards for an amount of cash that could have been received had the award been currently exercisable. The above table assumes early vesting of such awards. |

  103. Potential Payments Upon Termination or Change of Control

    | (4) None of the Company’s change of control agreements provide for any tax gross-ups. |

  104. Potential Payments Upon Termination or Change of Control

    As a result of his earlier retirement, Mr. Rolfs received $3,032,001 in SERP benefits, $666,870 in supplemental benefits, $601,511 in restricted stock awards that vested early (as of July 24, 2024, which was the date the Compensation Committee approved the immediate vesting, on a pro-rated basis based on the number of calendar months worked during the restricted period of each grant, of the outstanding shares of restricted stock for Mr. Rolfs), and $49,038 of accrued vacation benefits.

  105. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO The SEC requires disclosure of the Chief Executive Officer to median employee pay ratio. Our Chief Executive Officer to median employee pay ratio is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K. In accordance with SEC rules, we used the same median employee that we identified in our pay ratio calculation for 2023 because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly change our pay ratio. We identified the median employee for 2023 by examining the total cash compensation for all employees, excluding our Chief Executive Officer, as of November 13, 2023. We believe the use of total cash compensation is a consistently applied compensation measure because we do not widely distribute equity awards to employees. Approximately 3.7% of our employees received equity awards in 2023 and approximately 3.6% of our employees received equity awards in 2024. We included all employees, whether employed on a full-time, part-time, seasonal, or temporary basis. We excluded from consideration employees who were on a leave of absence for the entirety of 2023. We annualized the compensation of permanent full-time and part-time employees who were employed for a partial year. To calculate total cash compensation for any employee that we paid in foreign currencies other than U.S. Dollars, we converted foreign currencies to U.S. Dollars based on the average daily spot rates during December 2023. Consistent with Item 402(u)(4)(ii) of Regulation S-K, we applied the de minimis exemption to exclude employees in four countries. Our total number of employees as of November 13, 2023, as defined in Item 402(u)(3) of Regulation S-K, was 3,938, of which 1,706 employees were located in the United States, and 2,232 employees were located outside the United States. Utilizing these headcounts, we exempted 83 employees from the Philippines, 16 employees from Indonesia, 4 employees from the Netherlands, and 2 employees from Hong Kong, for a total of 105 employees, under the de minimis exemption. We calculated the median employee’s 2024 compensation using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table included in this proxy statement. We then added the value of health and welfare plan benefits to both the median employee’s 2024 compensation and Mr. Paul Manning’s 2024 compensation (as reflected above in the Summary Compensation Table included in this proxy statement). Our median employee’s total compensation for 2024 was $69,057 (which included $8,269 in health insurance benefits, a $2,296 contribution by the Company to the employee’s 401(k) plan account, and a $574 contribution by the Company to the employee’s ESOP account), and Mr. Paul Manning’s total compensation for 2024 was $7,865,019 (which included $18,972 in health insurance benefits paid by the Company, a $46,851 contribution by the Company to Mr. Paul Manning’s 401(k) plan account, and a $11,713 contribution by the Company to Mr. Paul Manning’s ESOP account). As a result, Mr. Paul Manning’s total compensation for 2024 was approximately 114 times that of our median employee. Given the different methodologies that various public companies will use to determine their CEO pay ratios, the CEO pay ratio reported above should not be used as a basis for comparison between companies.

  106. PAY-VERSUS-PERFORMANCE

    | (1) To calculate the compensation actually paid, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |