DEF 14A of Orion S.A.
Filed Apr 25, 2025 · FY20240001140361-25-015811
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| 2025 Annual General Meeting | | | Date and Time Thursday, June 26, 2025, at 2:00 p.m. CET | | | Place Physical: 6, Route de Trèves L-2633 Senningerberg (Municipality of Niederanven) Grand Duchy of Luxembourg Virtual via live webcast at www.webcasts.com/Orion2025 | | | Record Date April 24, 2025, at 11:59 P.M. CET | | | How to Vote | | | In Person At the General Meeting | | | Over the Internet At www.proxyvote.com | | | By Mail Sign, date and return the proxy card in the enclosed envelope | |
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| viii | Orion S.A. | 2025 Proxy Statement |
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Business Highlights
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| | Achieved $44+ million of Net Income and $300+ million of Adjusted EBITDA for Third Consecutive Year Orion’s net income was approximately $44 million in 2024, a decrease from over $100 million in 2023 and 2022, primarily due to the fraud incident discussed below. In 2024, Orion delivered more than $300MM of adjusted EBITDA for its third consecutive fiscal year, despite nearly 2.5 years of soft manufacturing activity as reflected in the Purchasing Manager Index being below 50% in key North American and European geographies, and despite elevated tire import levels into these regions, which indirectly impact Orion results by pressuring our customers’ local manufacturing activity. Notably, the 2024 EBITDA generation was about 14% higher than pre-pandemic “mid-cycle” achievement thresholds (in 2016-2018, on average), despite approximately 15% lower annual volumes, and despite a stronger dollar during 2024 when compared to that pre-pandemic period. |
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| | Successful Commercial Strategy: Awarded Additional Supply Lanes and Diversified Customer Portfolio Mix Our annual supply agreement negotiations during 2024 were a success, insomuch as achieving several strategic objectives, such as being awarded additional production lanes in multiple geographies for 2025. Our efforts in customer portfolio rebalancing will enable a more optimal leveraging of our production assets against a variety of prospective economic backdrops and demand scenarios. |
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| | Broke Ground on Acetylene-Black Conductive Carbon Manufacturing Plant In early 2024, Orion broke ground on its greenfield Specialty segment investment at La Porte, Texas, where the company should begin manufacturing high purity and highly conductive acetylene-based conductive carbon additives in the near future. These differentiated grades of carbon black will enable Orion to participate more materially in the carbon-black industry’s highest-growth end markets, including supplying battery inputs for electric vehicles and energy storage systems, as well as conductive materials for high voltage wires and cables, among other applications. The La Porte investment is the final of three organic brownfield and/or greenfield investments the company has made in recent years, including expansions in Italy, China and now the U.S. |
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| | Further Advanced Industry’s Circularity Leadership Via Tire Pyrolysis Capabilities Orion remains convinced leadership in both decarbonization efforts and innovation related to circularity will translate to competitive advantage over time. To this end, we have established relevant formal partnerships including our 2024 investment in a European tire-recycling company that will facilitate the ramping of commercial scale quantities of tire pyrolysis oil (or TPO) from recycled tires. When coupled with internal infrastructure improvements, such as dedicated TPO storage tanks and related processing capabilities at our plant in Eastern Europe, Orion is uniquely positioned to produce large scale volumes of circular grades of carbon black for customers focused on sustainable solutions. Orion is the only industry participant to have produced circular carbon black from 100% TPO as a feedstock. |
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| | Repurchased Nearly 2% of Shares Outstanding in 2024, Ahead of Anticipated Free Cash Flow Inflection for 2025-2026 Upon conclusion of recent EPA compliance and current organic growth projects, Orion is positioned to sharply improve its free cash flow generation. Reflecting high confidence and good visibility around our improving free cashflow in coming years and considering Orion’s share price valuation, management reinitiated share repurchase activity under its existing buyback authorization starting in August of 2024. During the last 5 months of 2024, the company repurchased more than 1.1 million shares, or about 1.9% of shares outstanding, and buyback activity has continued into 2025. Since instituting a share repurchase program a little more than 2 years ago, Orion has bought back around 7% of its net shares outstanding. |
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Financial Highlights Orion delivered net income of $44.2 million, about 57% lower than last year, primarily due to the fraud incident discussed below. Despite challenges faced in Western tire production levels and consequently lower than expected rubber demand, Orion delivered an EBITDA about 14% higher than pre-pandemic “mid-cycle” achievement thresholds. While net income was reduced primarily due to the fraud incident, we had our third consecutive year of $300+ million EBITDA, which is mainly a result of our unwavering efforts to diversify our customer portfolio mix by securing new Rubber segment supply agreements and debottlenecking Special segment production lines,
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| $44.2 million Net Income | $302 million Adj. EBITDA* | $1,878 million Net Revenue | $25 million Returned to Shareholders through dividends and buybacks |
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| * Refer to Annex A for information about our non-US GAAP financial measures and a reconciliation of our net income to EBITDA and Adjusted EBITDA. |
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| 2025 Proxy Statement | Orion S.A. | ix |
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Sustainability Highlights Our three sustainability pillars, enabling carbon black, circular carbon black and renewable carbon black, are deeply ingrained into our business strategy and day-to-day operations. They are the key drivers for the innovative and sustainable solutions that Orion offers its customers to enable more sustainable everyday living and contribute to the creation of long-term success, growth and business resilience. Strengthening our sustainability drive is our short-term incentive plan with a 5% weighting for safety performance and an additional 5% weighting for sustainability performance. Our long-term incentive plan is focused on relative Total Shareholder Return (rTSR) and Return on Capital Employed (ROCE) but also has a 12.5% sustainability performance weighting and an additional12.5% employee engagement score weighting. These performance metrics ensure our leadership focus on creating long-term value while aligning with our shareholders’ interests. We are proud to be named a top workplace by the Houston Chronicle for a second consecutive year, which underscores our continued efforts to become an employer of choice. Our people’s dedication to Orion’s sustainability pillars is reflected in the achievements and external recognition received as highlighted below.
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| Orion S.A.x | 2025 Proxy Statement |
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Board Highlights The Orion Board of Directors is currently composed of nine directors with an extensive variety of skills, expertise and experience that is deemed critical to support our strategy and create long-term value for shareholders. Each of our directors is independent, except for Mr. Corning Painter, our CEO. On February 27, 2025, our Board of Directors approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting, following the expected retirement of Mr. Hans-Dietrich Winkhaus from the Board of Directors. Mr. Winkhaus is not standing for re-election at the Annual General Meeting.
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| | | Orion Board of Directors from left: Mary Lindsay, Michel Wurth, Paul Huck, Kerry Galvin, Dan Smith, Corning Painter, Yi-Hyon Paik, Hans-Dietrich Winkhaus and Didier Miraton |
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Board Snapshot The information above reflects our current Board of Directors nominees. It does not include Mr. Hans-Dietrich Winkhaus, who will serve on our Board until his retirement from our Board on June 26, 2025. He will not stand for reelection. Additionally, the information above includes Ms. Jacqueline Hoogerbrugge, who is a new director nominee to be considered for election to the Board of Directors at the Annual General Meeting.
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| 2025 Proxy Statement | Orion S.A. | xi |
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| DIRECTOR SINCE August 2018 | CURRENT DIRECTOR | U.S. CITIZEN | | | Kerry Galvin, 64 Retired General Counsel General Counsel of AXIP Energy Services LP and previously Lyondell Chemical Company COMMITTEE(S) Nominating, Sustainability and Governance (Chair), Audit | | | New Director Nominee | NEW DIRECTOR NOMINEE | DUTCH. CITIZEN | | | Jacqueline Hoogerbrugge, 61 Retired President of Operations of Cloetta AB COMMITTEE(S) To be determined by the Board upon election | | | DIRECTOR SINCE July 2014 | CURRENT DIRECTOR | U.S. CITIZEN | | | Paul Huck, 75 Retired Chief Financial Officer of Air Products and Chemicals COMMITTEE(S) Audit (Chair), Compensation | | | DIRECTOR SINCE July 2020 | CURRENT DIRECTOR | U.S. CITIZEN | | | Mary Lindsey, 69 Retired Chief Financial Officer of Commercial Metals Company COMMITTEE(S) Audit | | | DIRECTOR SINCE July 2014 | CURRENT DIRECTOR | FRENCH CITIZEN | | | Didier Miraton, 66 President of Consulting Firm, LA Combe SAS, former Managing Partner of Michelin COMMITTEE(S) Compensation | |
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| DIRECTOR SINCE July 2020 | CURRENT DIRECTOR | U.S. CITIZEN | | | Yi Hyon Paik, 69 Partner at Asia-IO Partners, Retired President and Chief Strategy Officer of Samsung SDI Company COMMITTEE(S) Nominating, Sustainability and Governance | | | DIRECTOR SINCE September 2018 | CURRENT DIRECTOR | U.S. CITIZEN | | | CHIEF EXECUTIVE OFFICER | | | | Corning Painter, 62 CEO of Orion S.A. Group COMMITTEE(S) None | | | DIRECTOR SINCE July 2014 | CURRENT DIRECTOR | U.S. CITIZEN | | | Dan Smith, 78 Retired Chairman, President and Chief Executive Officer of Lyondell Chemical Company COMMITTEE(S) Chairman of the Board, Compensation (Chair) | | | DIRECTOR SINCE July 2014 | CURRENT DIRECTOR UNTIL JUNE 26, 2025 | GERMAN CITIZEN | | | Hans-Dietrich Winkhaus, 87 Retired Chief Executive Officer of Henkel KGaA COMMITTEE(S) Audit Committee | | | DIRECTOR SINCE July 2020 | CURRENT DIRECTOR LUXEMBOURG CITIZEN | | | | Michel Wurth, 71 Retired Senior Executive Vice President and Member of the Group Management Board of ArcelorMittal COMMITTEE(S) Nominating, Sustainability and Governance | |
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| xii | Orion S.A. | 2025 Proxy Statement |
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Corporate Governance Highlights Our Board of Directors believes that good corporate governance through a knowledgeable, accountable and engaged Board and transparent communication with our shareholders and other stakeholders are essential for Orion’s long-term success. The attributes highlighted below demonstrate an accountable, independent and engaged Board that possesses the right mix of skills and experience to support our strategy.
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| | Annual election of all directors | | Thorough annual Board and committee evaluation and self-assessment process | | | Independent Board (8 out of 9 nominees) | | Recurring review of committee charters | | | Independent Board Chair | | Recurring review of Company strategy, global company policies and material legal and regulatory developments and best practices | | | Refreshed and Broadly Mixed Board with 33% female, 22% veteran, 5 different countries of origin, 5 new directors in last 5 years | | Regular Board review of CEO succession plan and assessment of senior leadership positions | | | Highly skilled and qualified Board with 33% past CEO, 44% past CFO, 67% past Head of Operations, 67% Human Capital experience and 100% sustainability experience | | Structured orientation process for new directors with continued education sessions. Added focus on cybersecurity including Artificial Intelligence (AI) risks since 2023 | | | Executive sessions at each regular Board and committee meeting | | Strong engagement and commitment by all directors evidenced by 98% Board, 98% committee meeting and 100% plant visit attendance rate in 2024 | | | Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as cybersecurity | | Increased sustainability focus through adding related metrics to short-term and long-term incentive plans since 2020 |
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| 2025 Proxy Statement | Orion S.A. | xiii |
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NEO Highlights
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| | | Corning F. Painter CEO of Orion |
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| | | Jeff Glajch CFO of Orion |
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| | | Sandra Niewiem SVP, Global Specialty Carbon Black and EMEA Region of Orion |
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| | | Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region of Orion |
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| | | Carlos Quinones SVP, Global Operations of Orion |
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Executive Compensation
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| 1) | Ms. Niewiem’s base salary is approved and paid in Euros. STI payouts are paid in local currency, and therefore Ms. Niewiem’s STI payouts are also paid in Euros. Her 2024 base salary was EUR 357,792, and her target STI was EUR 214,675 which have been converted to U.S. Dollars using the December 31, 2024, exchange rate of USD 1.04. |
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The Compensation Committee (as defined below) sets rigorous targets for our short-term and long-term incentive plans, increasingly focusing on sustainability and human capital, of which the latter is reflected in our employee engagement metric included in our long-term incentive plan.
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| 2025 Proxy Statement | Orion S.A. | xv |
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Information Concerning Voting and Solicitation The accompanying proxy is solicited on behalf of the Board of Directors for use at the Company’s 2025 Annual General Meeting to be held at the Company’s headquarters located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg on June 26, 2025, at 2:00 p.m. CET, and any adjournment thereof. On or about May 16, 2025, we will mail to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement (the “Proxy Statement”) and the annual accounts prepared in accordance with Luxembourg law and based on generally accepted accounting principles in Luxembourg for the financial year that ended on December 31, 2024, and our consolidated financial statements prepared in accordance with Luxembourg law and based on U.S. GAAP for the financial year that ended on December 31, 2024, as well as our Annual Report on Form 10-K. The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can receive a paper copy of the proxy materials. Our 2024 stand-alone accounts, consolidated accounts and Annual Report on Form 10-K, Notice of Internet Availability of Proxy Materials and the proxy card are first being made available online on or around May 16, 2025.
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| 2025 Proxy Statement | Orion S.A. | 1 |
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Questions and Answers About the General Meeting and Voting What proposals are scheduled to be voted on at the Annual General Meeting and what is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual General Meeting? Shareholders will be asked to vote on the following proposals: Proposals
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| Proposals | | Board Recommendation | | | 1 | Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025. | | FOR ALL NOMINEES pg. 6 | | 2 | Approval of the compensation paid to the Board of Directors of the Company for the period commencing on January 1, 2025, and ending on December 31, 2025. | | FOR pg. 38 | | 3 | Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the Proxy Statement. | | FOR pg.45 | | 4 | Approval of the annual accounts of the Company for the financial year that ended on December 31, 2024. | | FOR pg.76 | | 5 | Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2024. | | FOR pg.77 | | 6 | Allocation of results of the financial year that ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118. | | FOR pg.78 | | 7 | Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2024. | | FOR pg.79 | | 8 | Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2024. | | FOR pg.80 | | 9 | Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025, and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025. | | FOR pg. 81 | | 10 | Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025. | | FOR pg. 83 | | 11 | Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations. | | FOR pg. 83 |
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We are not aware of any other business to be brought before the Annual General Meeting. If any additional business is properly brought before the Annual General Meeting, proxies will be voted on those matters in accordance with the best judgment of the person or persons acting under the proxies. How many votes are needed to approve the proposals and what is the effect of broker non-votes, abstentions or withheld votes? As of April 24, 2025, the Company had 56,319,292 Common Shares issued and outstanding. Each Common Share is entitled to one vote on each matter brought before the Annual General Meeting. Unless otherwise required by applicable law or by the articles of association of the Company, resolutions at the Annual General Meeting are adopted by a simple majority of the votes validly cast. Therefore, each proposal made herein can be approved by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. The holders of Common Shares are not entitled to preemptive rights or cumulative voting on any of the aforementioned proposals, nor are such holders entitled to dissenters’ or appraisal rights with respect to such proposals.
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| 2 | Orion S.A. | 2025 Proxy Statement |
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Abstentions, broker non-votes (see below) and nil votes will not be taken into account. A nil vote under Luxembourg law means a vote that does not show clearly the intention of the shareholder to cast a vote for, against or to abstain with regard to a specific resolution. Who can vote at the Annual General Meeting? Shareholders as of the Record Date for the Annual General Meeting are entitled to vote at the Annual General Meeting. As of April 24, 2025, the Company had 56,319,292 Common Shares issued and outstanding. “Shareholder of Record”: Common Shares Registered in Your Name If on the Record Date your Common Shares were registered directly in your name with our transfer agent, Equiniti, then you are considered a shareholder of record with respect to those Common Shares. As a shareholder of record, you may vote at the Annual General Meeting or vote by proxy. Whether or not you plan to attend the Annual General Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning the proxy card. “Beneficial Owner”: Common Shares Registered in the Name of a Broker or Nominee If on the Record Date, you hold your Common Shares through a bank, brokerage firm or other agent and do not give instructions to your bank, brokerage firm or other agent as to how your Common Shares should be voted at the Annual General Meeting, the Common Shares that you hold through a bank, brokerage firm or other agent will not be voted on Proposals 1 through 8 and Proposal 11. The Company therefore urges all shareholders who hold their Common Shares through a bank, brokerage firm or other agent to promptly provide voting instructions in accordance with the procedures of their bank, brokerage firm or other agent. How do I vote? If you are a shareholder of record, you may use one of the following means:
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| • | vote in person—we will provide a ballot to shareholders who attend the Annual General Meeting and wish to vote in person |
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| • | vote by telephone in advance of the Annual General Meeting |
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| • | vote by traditional mail—if you request a paper proxy card, complete, sign and date the proxy card then follow the instructions on the proxy card |
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| • | vote via the Internet—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website |
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All Common Shares represented by proxy for the Annual General Meeting duly executed and received by the Voter Deadline will be voted at the Annual General Meeting in accordance with the terms of the proxy. This includes votes submitted via the Internet or by telephone. Submitting your proxy, whether via the Internet, telephone or by mail if you requested a paper proxy card, will not affect your right to vote in person at the Annual General Meeting if you were a shareholder of record as of 11:59 P.M. CET on April 24, 2025, and should you decide to attend the Annual General Meeting and vote your shares at the Annual General Meeting. If you decide to vote in person at the Annual General Meeting, your previous proxy will be revoked and become void. If you are not a shareholder of record, please refer to the voting instructions provided by your nominee that will direct you on how to vote your Common Shares. Your vote is important. Whether or not you plan to attend the Annual General Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual General Meeting if you have already voted by proxy. How do I revoke my proxy? A shareholder giving a proxy has the power to revoke it at any time before it is voted by providing written notice to the Secretary of the Company or by delivering a later-dated proxy or by voting in person at the Annual General Meeting. What is the quorum requirement for the Annual General Meeting? There is no quorum requirement. The Annual General Meeting will proceed regardless of the number of Common Shares present or represented by proxy. What are broker non-votes? Broker non-votes occur when Common Shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the Common Shares on a particular resolution item.
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| 2025 Proxy Statement | Orion S.A. | 3 |
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Broker non-votes have no effect on the matters voted upon. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your Common Shares will not be authorized to vote on Proposals 1 through 8 and Proposal 11 (broker non-votes). The appointment of the independent auditor (Proposal 9) and the ratification of the appointment of the independent registered public accounting firm (Proposal 10) are considered to be routine matters and, accordingly, even if you do not instruct your broker, bank or other nominee on how to vote the Common Shares in your account for Proposal 9 or Proposal 10, brokers will be permitted to exercise their discretionary authority to vote for the appointment of the independent auditor and the ratification of the appointment of the independent registered public accounting firm. We encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual General Meeting. What if I return a proxy card but do not make specific choices? All proxies will be voted in accordance with the instructions specified on the proxy card. If you do not vote on specific resolution items and you hold your Common Shares through a broker, bank or other nominee and your broker, bank or other nominee does not have discretionary power to vote your shares, your Common Shares may constitute “broker non-votes” (as described above). Voting results will be tabulated and certified by the scrutineer of elections appointed for the Annual General Meeting. Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to shareholders except where delivery of paper copies of the proxy materials is required by law or requested by a shareholder. Accordingly, on or around May 16, 2025, the Company will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to the shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability and at https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx Statements/default.aspx. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help the environment and reduce costs to the Company associated with the physical printing and mailing of proxy materials. How can I get electronic access to the proxy materials? The Notice of Internet Availability will provide you with instructions regarding how to use the Internet to:
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| • | View the Company’s proxy materials for the Annual General Meeting |
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| • | Instruct the Company to send future proxy materials to you by e-mail |
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The Company’s proxy materials are also available at https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement. Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it. Who is paying for this proxy solicitation? The Company is paying the costs of the solicitation of proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our Common Shares. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.
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| 4 | Orion S.A. | 2025 Proxy Statement |
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| Corporate Governance | | | PROPOSAL 1 Election of Directors | 1 | | Board of Director Nominees | 7 | | Board Committees | 18 | | PROPOSAL 2 Approval of the Compensation of the Board of Directors of the Company | 38 | | Director Compensation | 39 | | Board’s Risk Oversight | 34 | | Cybersecurity | 35 | | Human Capital | 30 | | Sustainability | 29 |
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Some of our Board members during a recent Orion plant visit Election of Directors Eight director nominees are current directors of the Board. Only Ms. Jacqueline Hoogerbrugge is a new director nominee to be considered for election to the Board of Directors. Each director nominee presented below, if elected, will serve as a director until the next Annual General Meeting of shareholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal. All the director nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve on the Board if they are elected. Following the 2025 Annual General Meeting, the Board will remain fully independent except for our CEO, Mr. Painter. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that any nominee is unable to serve as a director or should otherwise become unavailable before the 2025 Annual General Meeting, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or the Board may elect to reduce the size of the Board. Director Nominees Our Board believes that it is necessary for each of our directors to possess qualities such as integrity and honesty as well as attributes and skills that contribute to a variety of views and perspectives amongst the directors. These characteristics enhance the overall effectiveness of the Board. The ability and willingness to commit adequate time and attention to Board and committee activities, and the complementing mix of individual’s skills and personality in line with those of other directors are additional key criteria for Board membership. As described under section “Corporate Governance and Director Independence – Selection and Evaluation of Director Candidates” and as further prescribed in the committee’s charter, our Nominating, Sustainability and Governance Committee considers all factors it deems relevant after thorough review when evaluating prospective candidates or current board members for nomination to our Board. Candidates brought to the attention of the Nominating, Sustainability and Governance Committee by shareholders are evaluated with the same criteria as the Board’s own nominees. All our director nominees bring to the Board leadership experience derived from past and present service. There are no family relationships between these directors and executive officers of the Company, and no legal proceedings adverse to the Company are pending in which director nominees are involved as a party or otherwise. The director nominees bring a broad variety of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provides our Board with the skills and expertise that reflect the needs of the Company. Certain individual experiences, qualifications and skills of our directors that contribute to the Board’s effectiveness are described in the biographies set forth below. We are asking our shareholders to approve the following resolution regarding the appointment of each director nominee: RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby appoint each director nominee as a director of the Company to serve on the Board of Directors for a term ending on the date of the Annual General Meeting of shareholders of the Company called to approve the Company’s annual accounts and consolidated financial statements for the financial year ending December 31, 2025. Required Vote Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.
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| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE COMPANY’S BOARD OF DIRECTORS. |
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| 6 | Orion S.A. | 2025 Proxy Statement |
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Board of Director Nominees
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| 2025 Proxy Statement | Orion S.A. | 7 |
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Board of Director Nominees Background Mix The information above reflects our nominees for election to our Board of Directors, which includes our current Board of Directors other than Mr. Hans-Dietrich Winkhaus, who is excluded from the information above due to his retirement from the Board as of June 26, 2025. Additionally, the information above includes Ms. Jacqueline Hoogerbrugge, who is a new director nominee to be considered for election to the Board of Directors at the Annual General Meeting.
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| 8 | Orion S.A. | 2025 Proxy Statement |
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BIOGRAPHIES OF DIRECTORS AND DIRECTOR NOMINEES
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| Board member since August 2018 | CURRENT DIRECTOR | U.S. CITIZEN | | | Kerry Galvin, 64 | | | | Orion Board Committee(s): Nominating, Sustainability and Governance Committee (Chair) and Audit Committee | Other Company Boards and Relevant Affiliations: Former board member of the American Corporate Counsel Association, Alumni Association of the University of Michigan, and The Georgetown University Board of Regents | | | Key Qualifications and Skills: Legal, Compliance, Risk Management, Corporate Governance, sustainability, Finance | | | | Key (Prior) Business Experience | Education | | | • Executive officer and General Counsel of Axip Energy Services LP (2010-2015) • Executive officer and General Counsel of Lyondell Chemical Company (2000-2008) • In-house Counsel of Lyondell Chemical Company (1990-2000) | • B.S. degree in foreign service, Georgetown University • J.D. degree, University of Michigan • Master class Cybersecurity, National Association of Corporate Directors (NACD) | | | Ms. Galvin brings to the Board over 36 years of experience in managing legal, compliance, human resources, environmental and facilities, risk management, public relations and government affairs functions. She worked extensively in corporate finance, securities law and corporate governance, including advising boards of directors and serving as an executive officer at a public company. Throughout her career, Ms. Galvin gained in-depth experience in sustainability-related matters. | | | | Q&A: Which Board activity over the past year stands out to you? “The process for evaluating the composition and effectiveness of the Board and the selection of a proposed new Board member to be included in the 2025 Proxy.” | |
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| 2025 Proxy Statement | Orion S.A. | 9 |
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| New Director Nominee | NEW DIRECTOR NOMINEE | DUTCH CITIZEN | | | Jacqueline Hoogerbrugge, 61 | | | | Orion Board Committee(s): to be determined by the Board upon election | Other Company Boards and Relevant Affiliations: board member, audit committee and people & culture committee member of Koninklijke Jumbo Food Group N.V., board member and chair of the remuneration committee of BA Glass, member of the board of Broadview Holding B.V., board member and audit committee member of Dometic AB, former remuneration committee member of Swedish Match AB, former board member of IKEA Industry AB, former executive board member of Cloetta AB and former board member of Cederroth International AB. | | | Key Qualifications and Skills: Manufacturing, Engineering, Supply Chain, Procurement, Sustainability | | | | Key (Prior) Business Experience | Education | | | • President operations of Cloetta AB (2010-2017) • Vice President operations of medical division of Danone (2009-2010) • Vice President procurement global baby and medical division of Danone (previous Royal Numico) (2006-2009) • Factory director as well as several managerial roles in operations, corporate engineering and manufacturing, procurement and supply chain at Unilever (1993-2006) • Several management functions in sales, marketing and engineering at Fluor Daniel (1988-1993) | • M.S. degree in chemical engineering, Rijksuniversiteit Groningen | | | If elected, Ms. Hoogerbrugge will bring to the Board 30 years of leadership experience in operational excellence, procurement, change management (including M&A and restructuring), people development and sustainability in global industrial consumer products companies. She has served on the board of directors of 8 companies, including 3 publicly listed companies, and has been a member of both audit and remuneration committees. | | | | Q&A If elected, what do you look forward to learning about Orion as a director? “My chemical side is fascinated by the complexity that a single carbon atom can bring. Complexity regarding different processes leading to different product attributes as well as the multitude of end-product applications. How to create optimal value out of this complex puzzle is a journey that I would gladly embark upon.” | |
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| 10 | Orion S.A. | 2025 Proxy Statement |
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| Board member since July 2014 | CURRENT DIRECTOR | U.S. CITIZEN | | | Paul Huck, 75 | | | | Orion Board Committee(s): Audit Committee (Chair) and Compensation Committee | Other Company Boards and Relevant Affiliations: board member of St. Luke’s University Health Network, former board member of AdvanSix, Inc. and former board member of NewPage Corporation | | | Key Qualifications and Skills: Financial expert, Accounting, IT including cybersecurity | | | | Key (Prior) Business Experience | Education | | | • Chief Financial Officer of Air Products and Chemicals (2004-2013) • Corporate Controller of Air Products and Chemicals (1994-2004) • Various finance and controlling positions at Air Products and Chemicals (1979-1994) • U.S. Navy Officer | • B.S. degree in Mathematics, United States Naval Academy • MBA degree, Johnson Graduate School of Management at Cornell University | | | Mr. Huck brings to the Board over 30 years of leadership, financial and accounting experience in the chemicals industry, as well as extensive experience with regulated industries, operations as well as sustainability related matters. | | | | Q&A: Which Board activity over the past year stands out to you? “I believe it is the Board's increased focus on cybersecurity. We have moved to have the Audit Committee review the progress on this topic at every regular Audit Committee meeting with a report back to the Board at its next meeting. Also, the head of cybersecurity comes forward to the full Board to give an overview of our progress and future plans each year. We have also used the NIST framework for the evaluation of our cybersecurity progress and prioritizing our plans.” | |
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| 2025 Proxy Statement | Orion S.A. | 11 |
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| Board member since July 2020 | CURRENT DIRECTOR | U.S. CITIZEN | | | Mary Lindsey, 69 | | | | Orion Board Committee(s): Audit Committee | Other Company Boards and Relevant Affiliations: Audit Committee chair of Lindsay Corporation and Methode Electronics, Inc. | | | Key Qualifications and Skills: Financial expert, Accounting, Tax, Legal | | | | Key (Prior) Business Experience • Chief Financial Officer of Commercial Metals Company (2016-2019) • Vice President, Tax and Investor Relations of Commercial Metals Company (2015-2016) • Vice President, Tax of Commercial Metals Company (2009-2015) • Various positions including corporate attorney, business strategy, Vice President, Tax and Tax Counsel of The Timken Company (1985-2005) | Education • B.A degree in Russian and Political Science, State University of New York • J.D. degree, State University of New York • LL.M. degree in Taxation, Case Western University • CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University | | | Ms. Lindsey brings to the Board extensive experience in financial, accounting and tax matters. She is a financial expert and served as an executive officer at a public company. | | | | Q&A: What do you like best about Orion’s Board culture? “The Board culture at Orion is notable for the ability for all board members to express freely their opinions on important topics. Despite the varying perspectives of the board members the board works toward a solution which respects everyone’s views.” | |
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| Board member since July 2014 | CURRENT DIRECTOR | FRENCH CITIZEN | | | Didier Miraton, 66 | | | | Orion Board Committee(s): Compensation Committee | Other Boards and Relevant Affiliations: board member of Thea Holding, Khéoos, Biotyfood, TrustInSoft, Aviwell | | | Key Qualifications and Skills: General management, Industrial manufacturing, R&D, Innovation, IT | | | | Key (Prior) Business Experience • Professor MBA program, Collège des Ingénieurs (2012-present) • President of La Combe SAS (2016-present) • CEO of Almérys SAS (2013-2015) • CEO of Pierre Fabre (2012-2013) • Managing Partner of Michelin (2007-2011) • President, Research & Technology of Michelin (2001-2011) • Supervisor, Industrial Policy of Michelin 2003-2011) | Education • Civil Engineering degree, École Nationale des Ponts-et-Chaussées | | | Mr. Miraton brings to the Board a strong experience in the fields of industry, lean manufacturing, research and development, innovation, as well as Information Technology and adds significant experience in the global management of industrial companies. | | | | Q&A: Which Board activity over the past year stands out to you? “Expanding the insight into industrial operational excellence at Orion and refining the specialty product activity strategy have been two essential and fruitful board activities over the last year.” | |
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| 12 | Orion S.A. | 2025 Proxy Statement |
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| Board member since July 2020 | CURRENT DIRECTOR | U.S. CITIZEN | | | Yi Hyon Paik, 69 | | | | Orion Board Committee(s): Nominating, Sustainability and Governance Committee | Other Company Boards and Relevant Affiliations: former board member of Versum Materials, Inc. | | | Key Qualifications and Skills: Electronic and energy storage industry, International Business, Strategy, Technology, R&D | | | | Key (Prior) Business Experience • Partner and Director of Asia-IO Partners (2023-2024) • President and Chief Strategy Officer of Samsung SDI Company (2014-2016) • Executive Vice President and Head of the Electronic Materials Business at Samsung Cheil Industries (2010-2013) • Business Group Vice President and Head of Electronic Materials Business of Dow Chemical Company (2009-2010) • President of the Electronic Materials Business of Rohm and Haas (2006-2009) | Education • B.A and M.S. degree in Chemistry, Seoul National University • Ph.D. degree in Chemistry, University of Pittsburgh • Postdoctoral Fellow, Columbia University | | | Dr. Paik brings to the Board extensive leadership experience as an executive officer in multinational companies, the electronic materials industry, and the energy storage industry. He provides experience in research and development, strategic planning and global business expertise with a deep technical understanding. | | | | Q&A: What do you like best about Orion’s Board culture? “I think we have a great Board. The mix of experiences, backgrounds, genders and ethnicities is impressive. With these attributes, the Board discusses Company strategies frankly and respectfully to direct management to the best of the Company.” | |
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| 2025 Proxy Statement | Orion S.A. | 13 |
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| Board member since September 2018 | CURRENT DIRECTOR | U.S. CITIZEN | | | Corning Painter, 62 | | | | Orion Board Committee(s): Non-independent board member | Other Company Boards and Relevant Affiliations: None | | | Key Qualifications and Skills: Chemical industry, Specialty and Commodity businesses, International business, Strategy, Supply Chain, Finance, Human Capital | | | | Key (Prior) Business Experience • Chief Executive Officer of Orion S.A. Group (September 2018-present) • Executive Vice President, Industrial Gases division of Air Products and Chemicals (2014-2018) • Senior Vice Present, Merchant Gases of Air Products and Chemicals (2013-2014) • Various positions, including 10 years overseas in Europe and China at Air Products and Chemicals, such as Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President, Supply Chain (1984-2013) | Education • Certified Professional Engineer, in the Commonwealth of Pennsylvania • B.S. degree in Chemical Engineering, Carnegie Mellon University • Master class Cybersecurity, National Association of Corporate Directors (NACD) | | | Mr. Painter brings to the board in-depth knowledge of the Company and extensive executive officer experience in the global chemicals industry. He provides experience with setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture. | | | | Q&A: What do you like best about Orion’s Board culture? “With their extensive business experience, our Board effectively challenges management to broaden its thinking and consider larger ranges of options and potential outcomes. This leads to thoughtful discussion, better decision making and a stimulating environment for all.” | |
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| 14 | Orion S.A. | 2025 Proxy Statement |
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| Board member since July 2014 | CURRENT DIRECTOR | U.S. CITIZEN | | | Dan Smith, 78 | | | | Orion Board Committee(s): Chairman of the Board, Compensation Committee (Chair) | Other Company Boards and Relevant Affiliations: Chairman of the board of Magnolia Oil & Gas Corporation, former chairman of the board of Lyondell Chemical Company, former chairman of the board of Kraton Performance Polymers, Inc., former chairman of the board of Nexeo Solutions, Inc. and former board member of Northern Tier Energy LLC | | | Key Qualifications and Skills: Chemical and Energy industry, Strategy, Operations Finance | | | | Key (Prior) Business Experience | Education | | | • Member of the College of Engineering Advisory Council at Lamar University. | • B.S. degree in Chemical Engineering, Lamar University | | | • Chief Executive Officer of Lyondell Chemical Company (1996-2007) • President of Lyondell Chemical Company (1994-1996) • U.S. Air Force enlisted member | | | | Mr. Smith brings to the Board more than 40 years of executive leadership, covering operations and finance responsibilities. He has gained financial expertise as well as in-depth knowledge of the chemical and energy industries through various senior executive roles including that of CFO and then CEO of Lyondell Chemical Company. He has extensive board experience, including that of chairman, on both public and private boards. | | | | Q&A: What do you like best about Orion’s Board culture? “I like the open and frank participation by all the Board members who come well prepared for the meetings. They are collegial and supportive of each other and the management team, while challenging each other and the team as appropriate, utilizing their extensive experience and knowledge.” | |
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| 2025 Proxy Statement | Orion S.A. | 15 |
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| Board member since July 2014 | CURRENT DIRECTOR NOT STANDING FOR RE-ELECTION | GERMAN CITIZEN | | | Hans-Dietrich Winkhaus, 87 | | | | Orion Board Committee(s): Audit Committee | Other Company Boards and Relevant Affiliations: former chairman of the supervisory board of Deutsche Telekom AG and Schwarz Pharma AG and former supervisory board member of BMW AG, Lufthansa AG, ERGO Versicherung AG, Degussa AG and Galeria Kaufhof AG, former President of the Institute of the German Economy (Institut der deutschen Wirtschaft) | | | Key Qualifications and Skills: Finance, Chemical Industry, Marketing, Sales, and Sustainability | | | | Key (Prior) Business Experience | Education | | | • Chief Executive Officer of Henkel KGaA (1992-2000) | • Business Administration, Ludwig Maximilian University of Munich and University of Lausanne • Ph.D. degree in Business Administration, Ludwig Maximilian University of Munich | | | • Various leadership positions in Finance, Marketing, Sales, including international experience at Henkel KGaA (1967 – 1992) | | | | Mr. Winkhaus brings to the Board extensive years of executive leadership as well as financial, marketing and sales experience. He has significant knowledge of the chemicals industry covering sustainability matters, is a financial expert and is a former chief executive officer and chairman of the board of a public company. | | | | Q&A: Which Board activity during your tenure at Orion stands out to you? “One of the most important events of 2023 was the final Board approval to build a new plant in Texas for our products for the battery industry. It shows Orion’s ability to invest in innovative new businesses.” | |
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| 16 | Orion S.A. | 2025 Proxy Statement |
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| Board member since July 2020 | CURRENT DIRECTOR | LUXEMBOURG CITIZEN | | | Michel Wurth, 71 | | | | Orion Board Committee(s): Nominating, Sustainability and Governance Committee | Other Company Boards and Relevant Affiliations: chairman of the board of ArcelorMittal Luxembourg S.A. and member of the sustainability committee of ArcelorMittal S.A, Vice-chairman of the supervisory board of Dillinger Hütte Saarstahl and member of the Präsidium (ArcelorMittal Group), Vice-chairman of the supervisory board of Dillingen FRG Dillinger Hütte AG and member of the Präsidium (ArcelorMittal Group), Member of the board of directors of Axiomatic S.A. Chairman of the board of directors of Paul Wurth Real Estate S.A., member of the Luxembourg Central Bank, honorary chairman of the Luxembourg Chamber of Commerce and former board member of SMS Group | | | Key Qualifications and Skills: Manufacturing industry, Strategy, Sustainability, Finance, Operations | | | | Key (Prior) Business Experience | Education | | | • Senior Executive Vice President and Chief Financial Officer of Arcelor (2002-2014) | • M.S. degree in Economics, London School of Economics • M.S. in Law, University of Grenoble • Doctor of Law Honoris Causa (Dr. iur. h.c.), Sacred Heart University • Political Science degree, Institut d’Etudes politiques de Grenoble | | | • Member of ArcelorMittal’s Group Management Board, responsible for Flat Carbon Europe, Global R&D, Distribution Solutions and Long Carbon Worldwide respectively (2006-2014) • Chief Financial Officer of ARBED Group (predecessor of Arcelor) (1996-2002) • Various positions including Corporate Secretary at ARBED Group (1979-1996) | | | | Mr. Wurth brings to the Board many years of experience in senior executive leadership of a publicly listed industrial company. He also provides experience in finance, global business management, sustainability, and strategic planning. | | | | Q&A: Which Board activity over the past year stands out to you? “The increased focus put by the Board and the Nominating, Sustainability and Governance Committee on how to master the CO2 and other emission challenges is particularly important for the future of the industry. The world needs carbon black of the highest quality, and it is up to Orion to find ways and technologies to produce and supply it in the most sustainable way. The Board clearly recognizes this and over the past year has taken even further steps to better understand how the Company can make continuous progress in such a direction.” | |
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| 2025 Proxy Statement | Orion S.A. | 17 |
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Board Committees The Board has three standing Committees: the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the nominating, sustainability and governance committee (the “Nominating, Sustainability and Governance Committee”). Each of these committees reports to the Board as it deems appropriate and as the Board may request. The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Accordingly, the Board has established an Executive Committee in 2019. This committee consists of the Chairman of the Board, Mr. Smith, the Chairman of the Audit Committee, Mr. Huck, the Chairwoman of the Nominating, Sustainability and Governance Committee, Ms. Galvin and the Chief Executive Officer, Mr. Painter. This committee does not meet on a regular basis but meets as needed to deal with urgent or quickly moving matters, when it is not feasible to get the entire Board together. It may also be used to conduct investigations or examine potential conflicts of interest, although it has not had to do so to date. The Executive Committee held one meeting in 2024. Deliberations or actions by this committee are communicated to the full Board as soon as practicable, and the committee is not intended to be a substitute for the Board. The table below sets forth the financial year 2024 membership of the Board and its standing committees and the number of meetings including working sessions held during 2024:
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| Director Name: | Age | Gender | Country of Origin | Other Current Public Boards | Director Since | Audit Committee | Compensation Committee | Nominating, Sustainability and Governance Committee | Executive Committee | Board and Committee Meeting Attendance | | Kerry Galvin | 64 | F | U.S.A. | – | August 2018 | | | C | | 100% | | Paul Huck Financial Expert | 75 | M | U.S.A. | – | July 2014 | C | | | | 100% | | Mary Lindsey Financial Expert | 69 | F | U.S.A. | 2 | July 2020 | | | | | 100% | | Didier Miraton | 66 | M | France | – | July 2014 | | | | | 100% | | Yi Hyon Paik | 69 | M | South Korea | – | July 2020 | | | | | 100% | | Corning Painter Non-Independent | 62 | M | U.S.A. | – | Sept. 2018 | | | | | 100% | | Dan Smith Chair of Board of Directors | 78 | M | U.S.A. | 1 | July 2014 | | C | | C | 100% | | Hans-Dietrich Winkhaus Financial Expert | 87 | M | Germany | – | July 2014 | | | | | 78% | | Michel Wurth | 71 | M | Luxembourg | 1 | July 2020 | | | | | 100% | | Number of 2024 meetings | | | | | | 4 | 3 | 3 | 0 | |
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| Member | C Chair |
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The 2025 membership of the Board and its standing committees are expected to remain generally the same as it was in 2024, except for the composition of the Audit Committee, with Mr. Hans-Dietrich Winkhaus no longer serving on it due to his retirement from the Board as of June 26, 2025. Also, if elected, the Board is expected to appoint Ms. Jacqueline Hoogerbrugge to at least one committee.
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| 18 | Orion S.A. | 2025 Proxy Statement |
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AUDIT COMMITTEE Members
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| | | Kerry Galvin |
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| | | Paul Huck (Chair) |
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| | | Mary Lindsey |
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| | | Hans-Dietrich Winkhaus |
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4 Meetings in 2024 94%
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| Our Audit Committee consisted of Ms. Galvin, Mr. Huck (serving as chair of the committee),Ms. Lindsey and Mr. Hans-Dietrich Winkhaus, who will retire from the Board of Directors as of June 26, 2025. | | Key Responsibilities and Areas of Risk Oversight: | | • Oversees the Company’s accounting and financial reporting processes and the integrity of the Company’s financial statements and Form 10-K and 10-Q filings, including the discussion of critical reporting and audit matters | | • Oversees the Company’s compliance with legal and regulatory requirements | | • Oversees the effectiveness of internal controls over financial reporting including the control environment to address and mitigate information technology and related cybersecurity risks | | • Oversees the enterprise risk management program and financial (including tax) risk exposure and management, including mitigation actions | | • Oversees independent auditor audit plan and budget and monitors performance, qualifications and independence | | • Oversees cybersecurity risk management and strategy | | • Reviews and evaluates the performance of internal audit function and compliance program | | • Reporting to the full Board its discussions for considerations and actions when appropriate | | Recent and Ongoing Key Focus Areas | | • Evaluation of AI trends and its impact, risk and opportunities related to Orion’s business including overseeing the design of and reviewing the Company’s AI Policy | | • Strengthening the Company’s internal control environment with increased focus on addressing the material weakness detected in Q3 of 2024 | | • Review of Cybersecurity threats and mitigation strategy as well as IT cybersecurity scorecards, which reflect amongst others the status of awareness training programs, phishing incidents, penetration tests, endpoint security findings and an overall cybersecurity vulnerability assessment score | | • Review of reporting frameworks updates including SEC climate change disclosure requirements in 10-K | | The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NYSE listing standards and applicable law, including Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. | | In addition, the Board has determined that each current member of the Audit Committee is financially literate under the NYSE listing standards and that Mr. Huck and Ms. Lindsey qualify as “audit committee financial experts,” as such term is defined in Item 407(d) of Regulation S-K. | | The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx. The duties and responsibilities of the Audit Committee are set forth in its charter. |
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| 2025 Proxy Statement | Orion S.A. | 19 |
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COMPENSATION COMMITTEE Members
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| | | Paul Huck |
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| | | Didier Miraton |
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| | | Dan Smith (Chair) |
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3 Meetings in 2024 100%
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| Our Compensation Committee consisted of Messrs. Huck, Miraton and Smith (serving as chair of the committee). | | Key responsibilities and Areas of Risk Oversight | | • Oversees the Company’s executive compensation policies and programs, including cash and equity-based compensation plans | | • Reviews and approves the CEO’s corporate goals and objectives and evaluates his performance considering those goals and objectives and in alignment with shareholders’ interests | | • Either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation | | • Reviews and approves the performance and compensation of the other named executive officers of the Company | | • Oversees human capital strategy and policies including matters related to employee learning & development, workplace culture, employee engagement, retention, recruitment, CEO and senior leadership succession planning, talent and leadership development, health, safety and wellness | | Recent and Ongoing Key Focus Areas: | | • Strengthening the link between executive compensation and specific performance metrics included in our STI and LTI Plans | | • Human Capital advancement such as learning and development and leadership development | | • Leadership succession planning | | Each of the members of our Compensation Committee meets the independence requirements under the NYSE listing standards, qualifying as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code and as a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The Compensation Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx. |
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| 20 | Orion S.A. | 2025 Proxy Statement |
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NOMINATING, SUSTAINABILITY AND GOVERNANCE COMMITTEE Members
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| | | Kerry Galvin (Chair) |
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| | | Yi Hyon Paik |
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| | | Michel Wurth |
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3 Meetings in 2024 100%
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| Our Nominating, Sustainability and Governance Committee consisted of Ms. Galvin (serving as chair of the committee) and Messrs. Paik and Wurth. | | Key responsibilities and areas of risk oversight: | | • Oversees governance process, policies and procedures, including related risk management and compliance • Reviews Board and committee compositions and identifies individuals believed to be qualified to become Board or committee members consistent with criteria approved by the Board, and selects or recommends to the Board, the nominees to stand for election as directors at the Annual General Meeting of shareholders or, if applicable, at a special meeting of shareholders • Reviews at least annually the Board committee charters considering recent developments in corporate governance practices, laws and regulations and suggest to the Board any amendments to such charters (if any) • Oversees sustainability and other environmental, social and governance (“ESG”) strategies, policies, goals and objectives as well as reviews the annual sustainability report • Oversees CEO succession plan | | Recent and Ongoing Key Focus Areas | | • Board composition • Sustainability and community support strategy as well as upcoming EU Corporate Sustainability Reporting Directive (CSRD) / European Sustainability Reporting Standards (ESRS) and developments regarding potential SEC climate change reporting regulations and assurance-readiness, including the relevant application time and scoping review • Review of Double Materiality Assessment outcome as part of CSRD/ ESRS compliance, including the relevant application time and scoping review | | Each of the members of our Nominating, Sustainability and Governance Committee is an independent director under the NYSE listing standards. | | The Nominating, Sustainability and Governance Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx. |
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| 2025 Proxy Statement | Orion S.A. | 21 |
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CORPORATE GOVERNANCE Corporate Governance Guidelines The Board has adopted the Company’s Corporate Governance Guidelines which describe the Board’s view on several governance topics. The Corporate Governance Guidelines along with the charters of the Board committees and the Company’s Code of Conduct as well as the Company’s Code of Ethics for Senior Financial Officers, provide the corporate governance framework of the Company. The recent corporate governance initiatives adopted by the Board are discussed below. Our Corporate Governance Guidelines and the Company’s Code of Ethics for Senior Financial Officers can be found under “Investors” and “Corporate Governance” on our website https://investor.orioncarbons.com/governance/governance-documents/default.aspx. The information contained on, or that can be accessed through our website is not incorporated by reference and is not a part of this Proxy Statement. The following table summarizes the most important corporate governance practices of our Board: GOVERNANCE PRACTICES
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| • | Strong participation and commitment by all directors documented by 98% Board and committee meeting attendance rate in 2024 |
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| • | Director plant visits and continued education, e.g. on production technology developments |
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| • | Risk and strategy oversight (including environmental and social responsibility strategy and progress as well as cyber security) by full Board assisted by Board committees |
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| • | Regular strategy and progress reviews by Board committee on sustainability related matters, including Company’s goals on emissions reductions, and respective reports and discussions by the full Board |
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| • | Annual election of all directors |
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| • | Assessment of the advisability of establishing Board tenure or age limitations |
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| • | Structured orientation process for new directors on matters relevant to the Company, its business plan and risk profile |
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| • | Thorough annual Board and committee evaluation process led by the Nominating, Sustainability and Governance Committee and General Counsel as well as self-assessment of the Board’s and committees’ effectiveness |
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| • | Recurring review and amendment (if necessary) of Board committee charters and of the Company’s global compliance policies |
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| • | Periodic review of material legal and regulatory developments and best practices on committee and Board level |
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| • | Regular Board review and discussion of CEO succession plan and assessment of senior leadership positions |
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| • | Regular Board review of CEO performance and succession led by the Compensation Committee |
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| • | Regular executive sessions of independent directors |
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| • | Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as Safety and Operations and cybersecurity |
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| • | Regular exposure to a broad set of management in Board meetings and discussions |
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| • | Robust stock ownership guidelines (5x salary for CEO and 5x annual cash retainer for the Board of Directors) |
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| • | Policies prohibiting hedging, insider trading, short sale and pledging Company stock by directors and employees |
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| • | Compensation recovery policy (Clawback Policy) for the incentive-based compensation paid in cash or equity of the CEO, NEOs, and principal accounting officer |
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| • | Board and committee authority to retain independent advisors |
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| • | No shareholder rights plan (Poison Pill) |
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Code of Conduct, Governance Guidelines and Code of Ethics for Senior Financial Officers accompanied by Whistleblower Policy and Hotline We operate under a written Code of Conduct that applies to all our employees and directors, including those officers responsible for financial reporting. Upon employment with us, all officers and employees are required to affirm in writing their receipt and review of the Code of Conduct and their compliance with its provisions. Our Code of Conduct is accompanied by our whistleblower policy and hotline. The Company’s General Counsel addresses all material whistleblower complaints with the Board’s Audit Committee on a quarterly basis. We maintain an Insider Trading Policy that safeguards compliance with insider trading laws and prohibits officer, employee and director hedging of Company securities, including our Common Shares. A yearly training reflecting the principles laid out in our Code of Conduct and other material policies is mandatory for all employees, globally. In 2024, 100% of Company employees successfully completed our compliance training.
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| 22 | Orion S.A. | 2025 Proxy Statement |
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Also, as previously mentioned, the Board has, upon the recommendation of the Nominating, Sustainability and Governance Committee, adopted a set of Corporate Governance Guidelines to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. Such guidelines address, in particular Board composition, Board leadership, the selection of directors, the organization of Board meetings, executive Board sessions, Board committee purpose and responsibilities, management succession, Board compensation, expectations on directors, Board evaluation processes and the reliance on management and outside advice. Additionally, the Board has adopted a Code of Ethics for Senior Financial Officers, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, in order to:
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| • | Promote honest and ethical conduct including the ethical handling of conflicts of interest |
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| • | Promote full, fair, accurate, timely and transparent disclosure |
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| • | Promote compliance with applicable laws and governmental rules and regulations, NYSE Rules, accounting standards and Company policies |
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| • | Deter wrongdoing |
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The Code of Ethics for Senior Financial Officers is accompanied by the Company’s Clawback Policy, which applies in the event of material misstatements in our financial reporting. Our Code of Conduct, Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers and the Company‘s Clawback Policy can be accessed under the Investors and Corporate Governance links on our website at https://investor.orioncarbons.com/governance/governance-documents/default.aspx. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K and NYSE rules regarding any amendment to, or waiver from, certain provisions of our Code of Conduct by posting such information on our website. Election of Directors In accordance with our articles of association, the election of directors requires the approval of a majority of the votes validly cast at the Annual General Meeting, which shall also determine their remuneration and term of office. Broad mix of backgrounds Orion is a global company and our nominated directors bring a variety of perspectives to our Board. Our current Board has directors with cultural backgrounds from five different countries of origin and hold citizenship in five different countries. They are domiciled in the United States, Europe and Asia. Three directors (33%) hold citizenship in a European country, one director (11%) originates from an Asian country, and two directors (22%) are female (one of whom is a committee chair). Two directors (22%) served in the U.S. Navy and U.S. Air Force. Upon Mr. Hans-Dietrich Winkhaus’ retirement and the election of Ms. Jacqueline Hoogerbrugge, the Board will consist of the above-mentioned and three females (33%), one of whom is a committee chair. We believe that gender, nationality, veteran status and a global mindset in addition to broad professional experience and skillset are important dimensions of distinctness, resulting in a highly skilled and qualified Board to lead Orion’s success. Independence Eight out of nine (89%) of the director nominees are independent under applicable stock exchange rules with Mr. Painter, the Company CEO, being the only non-independent director. Composition of the Board Our current Board consists of nine members. However, Mr. Hans-Dietrich Winkhaus will retire from the Board when the 2024 Director term ends with the 2025 Annual General Meeting called to approve the annual accounts of the Company for the financial year ending on December 31, 2024. Consequently, on February 27, 2025, our Board of Directors approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting. Our directors hold office until the next annual general meeting of shareholders called to approve the annual accounts of the Company for the current financial year and their successors have been elected and qualified or appointed, or until the earlier of their death, resignation or removal. Interim vacancies on the Board are filled solely by the affirmative vote of a majority of the remaining directors then in office, until a regular shareholder meeting appoints a new director. Each of our directors is elected by shareholder vote annually. Our Nominating, Sustainability and Governance Committee oversees the annual assessment of the composition of our Board, including a review of the size of the Board, the skills and qualifications represented on the Board, and a self-assessment of the effectiveness of our Board and its committees. The committee thereby identifies any opportunities for improvement, as further described below. The findings of the annual review of the Board and its committees are reported to and discussed with the full Board.
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| 2025 Proxy Statement | Orion S.A. | 23 |
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We believe that appropriate director qualifications and characteristics include having directors with distinct backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are:
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| • | Personal qualities and characteristics such as integrity and honesty |
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| • | Adherence to the highest ethical standards, accomplishments, and reputation in the business community |
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| • | Strong knowledge and experience in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business |
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| • | Ability and willingness to commit adequate time to Board and committee matters including respective travel commitments |
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| • | The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company |
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| • | Variety of viewpoints, background, experience, and other demographics |
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| • | Ensuring that a majority of the Board consists of directors who the Board has determined have no material relationship with the Company and who are “independent” under the NYSE Rules |
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| • | Strong leadership skills and solid business judgment |
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| • | Commitment to representing the long-term interests of our shareholders |
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| Name | Fees Earned in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Kerry Galvin | 135,000 | 137,500 | 272,500 | | Paul Huck | 137,000 | 137,500 | 274,500 | | Mary Lindsey | 115,000 | 137,500 | 252,500 | | Didier Miraton | 112,000 | 137,500 | 249,500 | | Yi Hyon Paik | 110,000 | 137,500 | 242,500 | | Dan Smith | 235,000 | 137,500 | 372,500 | | Hans-Dietrich Winkhaus(4) | 115,000 | 137,500 | 252,500 | | Michel Wurth(5) | 110,000 | 137,500 | 247,500 |
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| (3) As of December 31, 2024, each non-executive director held 6,086 shares of restricted stock units, granted and valued at $137,500 on June 21, 2024, which was based on the respective shareholder resolution resolved in the 2024 annual general meeting, for director services for 2024/2025 which vest on the day prior to the 2025 Annual General Meeting (vesting date).The grants automatically become fully vested subject to the directors’ service as a member of the Board of Directors through the vesting date. |
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| (5) Includes the shares of restricted stock and/or restricted stock units that have vested or will vest, and will be converted to shares with voting rights, on or before June 23, 2025. The RSUs held by the executive officers exclude vested RSUs that have not been converted to shares and do not allow for voting rights. |
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| • | Successfully executed our critical key strategic projects, once again focusing on ensuring the Company continues to focus on long-term improvement projects with continued emphasis on process improvements, cost reduction, employee training and development, safety and new business opportunities |
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| | Our Compensation Practices | | Our Prohibited Compensation Practices | | Pay-for-Performance—We align annual and long-term incentive opportunities with our annual operating plan and shareholder interests. | | No Guaranteed Increases—We do not guarantee salary or other compensation increases for our NEOs. | | | Align Total Compensation with Our Peers—We position the target total direct compensation levels for our NEOs within the range of the median for our peers. | | No Excessive Perquisites or Special Benefits—Our NEOs are only eligible to participate in benefit plans that are generally available to all our employees, or that are customary benefits for executives within the applicable jurisdiction. | | | At-Risk Compensation—Our incentive-based compensation represents a significant portion of our executives’ compensation by using a combination of lower base salaries and an emphasis on pay-for-performance. | | No Single-Trigger Vesting Upon a Change-in-Control—No automatic single trigger accelerated vesting of equity in connection with a change-in-control. | | | Annual Review and Discretion—We conduct an annual review of our executive compensation program to ensure it rewards executives for strong performance, aligns with stockholder interests, and retains top talent. Our Compensation Committee has the discretion to set performance-based compensation based on its annual review as well as adjust incentive payouts where they believe this more appropriately aligns with the Company’s and shareholders’ best interest. | | No Excessive Severance Benefits—We do not provide for cash severance payments to our U.S. based executives other than for our CEO and CFO. | | | Independent Consultant—We use an independent compensation consultant retained by and reporting directly to the Compensation Committee. | | No Excise Tax Gross-Ups—We do not provide excise tax gross-up payments. | | | Stock Ownership Guidelines—We have adopted robust stock ownership guidelines for our executive officers: five times base salary for our CEO, three times base salary for our CFO and two times base salary for all other executive officers, including our other NEOs. | | No Pledging—We prohibit the pledging of the Company’s stock by directors, officers, and employees of the Company while holding material non-public information about the Company or being otherwise not permitted to trade the Company’s stock. | | | Mitigate Undue Risk—We utilize a mix of performance metrics, cap potential payments, provide a three-year vesting period for performance stock awards, and conduct an annual compensation risk assessment analysis each year. | | No Repricing of Options or TSR targets—We currently do not issue stock options as part of our compensation strategy, and we do not reset TSR benchmarks. | | | Clawback—Incentive-based compensation of our NEOs paid in cash or equity, that is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” is subject to clawback in the event of material financial misstatements during the applicable performance period, violation of applicable restrictive covenants or engaging in misconduct that triggers a for-cause termination. | | | | | Certain of our officers’ award agreements including their time-based awards also include additional clawback provisions that extend beyond the requirements of Section 10D of the Exchange Act and the NYSE rules. | | | |
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| Program | Award Type | Objective of Element | Description | | Base Salary | Cash | To provide an appropriate base salary and mitigate inappropriate risk-taking, we provide a fixed, certain and regular level of income. | Base salaries are set at market-competitive levels, subject to adjustment for a number of other factors, such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position. | | Annual Short-term Incentive (“STI”) Compensation | Cash | To incentivize and reward performance on key metrics that support the Company’s annual operating plan. To promote pay-for-performance in a competitive way. Generally targeted competitive levels among companies in our peer group, based upon achieving specified performance goals. | Designed to offer opportunities for cash compensation directly tied to Company performance relative to established performance targets that the Compensation Committee believes create shareholder value. Annual STI payouts range from 0% to 200% of the target bonus for 2024, and for our NEOs, are based on actual EBITDA (65%), Safety (5%), Sustainability (5%) and Key Strategic Projects (25%) performance relative to the designated targets. Annual STI awards are generally paid out during the first quarter following the end of the applicable financial year (i.e., the performance period). | | Performance-based Restricted Stock Units | Equity Performance Stock Units (PSUs) | To strengthen alignment with shareholders’ interests and drive continued shareholder value creation, 70% of the awards granted under our long-term incentive (“LTI”) plan are performance-based for all executive officers, including our NEOs. | The PSU payout ranges from 0% to 200% of the target number of Common Shares subject to the award based on actual relative total shareholder return “rTSR” (50%), Return on Capital Employed “ROCE” (25%), Sustainability (12.5%) and Employee Engagement (12.5%) RTSR is measured over the three-year performance period, ROCE is measured annually on prorata basis and Sustainability and Employee Engagement are based on the Company’s latest independent assessments completed during the three-year period which are conducted by a third parties. | | Time-based Restricted Stock Units | Equity Restricted Stock Units (RSUs) | For retention purposes, 30% of the awards granted under our LTI plan are time-based for all executive officers, including our NEOs. | RSUs vest one-third on each vesting date, subject to continued employment through the applicable vesting date. For grants issued in 2022 and prior, 100% of the RSUs are settled in shares after the third and final vesting date, subject to continued employment through the applicable vesting date. Starting in 2023 and onwards, one-third of the RSUs granted are settled in shares on each applicable vesting date, subject to continued employment through the applicable vesting date. | | Retirement and other Employee Benefits | | To provide competitive benefits to protect our employees and their covered dependents’ health and welfare, facilitate strong performance on the job, and enhance productivity. | NEOs and other executive officers are eligible to participate in the same benefit programs that are offered to other salaried employees in their respective jurisdictions, including the 401(k) plan matching benefits, car allowances, and participation in health and welfare plans. |
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| • | Our STI payout is based on financial metrics that are objective and drive long-term shareholder value. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk-taking to achieve short-term results. |
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| • | Our compensation program does not allow for unlimited payments, and annual incentive award caps limit the extent that employees could potentially profit by taking on excessive risk. |
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| • | A significant portion of all senior executives’ (including our NEOs’) LTI awards (70%) is issued as PSUs based on ROCE, rTSR, Sustainability and Employee Engagement performance results measured over a three-year performance period, which are objective and drive long-term shareholder value. The Sustainability and Employee Engagement performance results are measured using the last independently published results report valued at the end of the three-year performance period. |
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| • | Our 2024 PSUs vest based on a three-year performance period which encourages executives to attain sustained performance over several years, rather than performance over a short-term period. |
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| • | We have robust stock ownership guidelines which align the interests of our executive officers with the long-term interests of our shareholders and encourage our executives to execute our strategies for growth in a prudent manner. |
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Based on its most recent review, management and the Compensation Committee do not believe that the compensation policies and practices of the Company create risks that are reasonably likely to have a material adverse effect on the Company. Use of Peer Group Data The Compensation Committee utilized Korn Ferry to identify an industry peer group for the Company to perform an annual review of our executive compensation and to assess the competitiveness of our executive compensation program. The Company’s philosophy for senior executive pay, including our NEOs’ pay, is to provide a target total compensation package that is competitive with our peer group and general industry market data as provided by Korn Ferry. We do not benchmark our NEOs’ compensation to any specified level, and compensation levels of executives in our peer group is just one factor considered when determining total compensation levels. In addition to market data, other factors, such as the NEO’s experience, responsibilities, performance and long-term strategic value to the Company, are also considered by the Compensation Committee when making recommendations and decisions on compensation.
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For 2024, Korn Ferry provided market data for a peer group of 14 companies with revenues between $695 million and $4.0 billion (median revenues of $2.0 billion). Peer group compensation data was limited to information that is publicly reported and such data was used to evaluate the major components of compensation for our NEOs, including base pay, target annual bonus opportunity and LTI opportunity. In accordance with the foregoing process and analysis, the Compensation Committee approved the following peer group of 14 companies in the specialty chemicals industry to provide a reference for pay decisions for 2024. The Compensation Committee annually reviews peer group companies to reflect merger & acquisition activity in the industry. Our 2024 peer group companies were:
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| • | Market reference data from our compensation peer group |
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| • | The Company’s overall annual performance |
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| • | Performance against our business tenets and long-term strategy |
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| • | rTSR and long-term shareholder value |
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For financial year 2024 base salary determinations, the Compensation Committee reviewed each NEO’s job responsibilities, management experience, individual contributions, tenure and then-current salary, as well as the executive compensation benchmarking data prepared by Korn Ferry. Annual Short-Term Incentive (STI) Compensation Our STI compensation program is designed to offer opportunities for cash compensation directly tied to our Company’s performance relative to established performance measures and ranges that the Compensation Committee believes create shareholder value. We provide opportunities for our executives to earn annual cash incentive awards that reward performance achievements for the year. Performance goals are objective and based on our annual business strategy and budget approved by the Compensation Committee. Our STI Plan is designed to:
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| • | link short-term pay to the Company’s annual performance |
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| • | incentivize and motivate executives to achieve our short-term strategic and financial objectives that we believe will drive long-term value creation |
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| Name(1) | Target 2024 STI Bonus as a Percentage of Base Salary | | Corning Painter | 100% | | Jeff Glajch | 65% | | Sandra Niewiem | 60% | | Pedro Riveros | 60% | | Carlos Quinones | 60% |
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Target STI payouts for plan year 2024 range from 0% – 200% of the NEO’s target annual bonus. Sixty-five percent (65%) of the annual target bonus is determined by Adjusted EBITDA, 5% is based on Safety results and 5% is based on Sustainability results, with threshold, target, and maximum payout levels for each such performance metric. Performance at the threshold level results in a payout at 50% of target STI, performance at the target level results in a payout at 100% and performance at the maximum level results in a payout at 200%. For these three key performance measures, we use linear interpolation to determine the actual STI payouts for achievement between the three performance levels. The key performance metrics, payout calculation and terms applied to each NEO are the same as applied to all employees of the Company and based on the Compensation Committee’s determination that each measure is integral to the overall success of the Company. Our NEOs may not defer payment of any portion of their STI payout, and the Company does not sponsor any deferred compensation program that would permit such a deferral.
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| Measure | Weight | Threshold Level (50% Payout) | Target Level (100% Payout) | Maximum Level (200% Payout) | | Adjusted EBITDA | 65% | $280MM | $350MM | $385MM | | Safety | 5% | OSHA Recordables 3 | OSHA Recordables 2 | OSHA Recordables 1 | | Sustainability | 5% | EcoVadis Score 80th Industry Percentile | EcoVadis Score 90th Industry Percentile | EcoVadis Score 95th Industry Percentile |
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To further demonstrate our commitment to improving robust operational performance to create shareholder value, we determined that the remaining twenty-five percent (25%) of the target annual bonus should be based on the successful execution of key strategic “Emerge Stronger” projects designed to provide a mix of short-term and long-term benefits. These key projects focus on creating commercial value, enhancing competitiveness, and employee training and development. The Compensation Committee reviews and approves the inclusion of these key strategic projects as part of the STI Plan and the corresponding payouts. The award payout is calculated based on the achievement of each individual project with the opportunity for each project to earn a 50% of target payout at the threshold level, 100% payout at the target level and 200% payout at the maximum level. The achievement result for each project are equally weighted and summed to determine the total payout for the key strategic Emerge Stronger projects metric. Most employees across the company, except, for example, production plant employees who have more manufacturing-based objectives, participate in an incentive plan with the same Emerge Stronger targets. Our “Emerge Stronger” projects were established with the following achievement levels:
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| # | KPI Description | Threshold | Target | Maximum | | 1 | Deliver expected 2024 productivity savings based on targets defined per region | 70% of savings | 80% of savings | 100% of savings | | 2 | Realize target new customer approvals | Achieve 4 customer approvals | Achieve 5 customer approvals | Achieve 6 customer approvals | | 3 | Achieve 15% target savings from best country sourcing initiatives excluding the La Porte project where the construction of modules in China is a central element of the project execution strategy | Achieve 12% savings | Achieve 15% savings | Achieve 17% savings | | 4 | Complete key defined sustainability project timelines on time and in budget | One completed | Two completed | Three completed | | 5 | Achieve stretch On-time in-Full (OTIF) Flexibility target | proprietary threshold target | proprietary target | Exceeding proprietary 200% target | | 6 | Complete Cyber Security Business Continuity plans for three plants | Complete 2 plants | Complete 3 plants | Complete 4 plants | | 7 | 75% of employees to receive 40 or more hours of training in 2024 | 70% of employees | 75% of employees | 80% of employees |
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| • | The Safety and Sustainability metrics form a part of the STI bonus payout because they are critical to our success as an organization. The Compensation Committee believes that there is an inherent alignment between the Company’s sustainability agenda and the successful achievement of its strategic and operational goals |
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| • | The target for key strategic Emerge Stronger projects was 100% completion of the objectives, which corresponded with a payout potential of 0% - 200% |
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| Measure | Weight | Threshold Level (50% Payout) | Target Level (100% Payout) | Maximum Level (200% Payout) | 2023 Actual | Payout % | | Adjusted EBITDA | 65% | $280.0MM | $350.0MM | $385.0MM | $302.2MM | 42.9% | | Safety | 5% | OSHA Recordables 3 | OSHA Recordables 2 | OSHA Recordables 1 | OSHA Recordables 6 | 0% | | Sustainability | 5% | EcoVadis Score 80th Industry Percentile | EcoVadis Score 90th Industry Percentile | EcoVadis Score 95th Industry Percentile | EcoVadis Score 99th Industry Percentile | 10% | | Total | 75% | | | | | 52.9% |
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As shown in the table above, in 2024, we fell short of our Adjusted EBITDA target goal but exceeded the threshold, resulting in a 42.9% payout for this measure. Our Safety performance fell short of the threshold and equated to a zero payout. Our Sustainability performance exceeded the maximum achievement level, resulting in a 200% payout for this measure. Key Strategic “Emerge Stronger” Projects In 2024, we maintained a performance measure under our STI program to continue to incentivize completing specific improvement projects. Our Compensation Committee finds this to be an effective way to link variable compensation to specific actions. This measure accounts for 25% of the overall STI calculation and the results are summarized in the table below.
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| # | KPI Description | Result | Achieved | Payout | | 1 | Deliver expected 2024 productivity savings based on targets defined per region | 100% | Maximum | 200% | | 2 | Realize target new customer approvals | 4 new customer approvals | Threshold | 50% | | 3 | Achieve 15% target savings from best country sourcing initiatives | Miss | Below Threshold | 0% | | 4 | Complete key defined sustainability project timelines on time and in budget | Completed 2 | Target | 100% | | 5 | Achieve stretch On-time in-Full (OTIF) Flexibility target | Miss | Below threshold | 50% | | 6 | Complete Cyber Security Business Continuity plans for plants | Completed 4 | Maximum | 200% | | 7 | 75% of employees to receive 40 or more hours of training in 2024 | 85% | Maximum | 200% | | | Average Payout | | | 114% |
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The actual achievement levels of the key strategic Emerge Stronger projects were determined based on a scorecard that resulted in a score commensurate with a 28.5% (114% x 25%) of target bonus STI payout. After adding the Adjusted EBITDA measure payout of 42.9%, the Safety measure payout of 0% and Sustainability measure payout of 10%, the Compensation Committee applied 81.4% to each NEO’s target bonus in 2024, except for Messrs. Painter and Glajch, whose 2024 STI bonus payout was reduced by our Compensation Committee with 25% and 100% respectively due to the fraud incident. On August 10, 2024, the Company determined that a Company employee, who is not a Named Executive Officer, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties.
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| Name | Title | Target STI Bonus as Percentage of Base Salary | Actual 2024 STI Plan Payout ($) | Percentage of Annual Base Salary on December 31, 2024 | | Corning Painter | CEO | 100% | $671,550 | 61.05% | | Jeff Glajch | CFO | 65% | — | — | | Sandra Niewiem(1) | SVP, Global Specialty Carbon Black and EMEA Region | 60% | $181,735 | 48.84% | | Pedro Riveros | SVP, Global Rubber Carbon Black and Americas Region | 60% | $211,245 | 48.84% | | Carlos Quinones | SVP, Global Operations | 60% | $195,292 | 48.84% |
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| (1) Dr. Niewiem’s bonus is paid in Euros and has been converted to U.S. Dollars using the December 31, 2024 (last trading day in 2024), exchange rate of USD 1.04 |
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Long-Term Incentive (LTI) Compensation The purpose of our LTI Plan is to incentivize our executives to increase shareholder value over the long- term, to align their efforts with our shareholders’ interests through ownership, to provide retention through vesting criteria and to have competitive compensation to attract and retain our leadership. Our LTI Plan from 2024 and onwards is governed by the 2023 Omnibus Equity Plan which shareholders approved at the 2023 Annual General Meeting. The 2023 Omnibus Equity Plan became effective on June 7, 2023. Under this plan, 70% of our annual LTI equity award are issued as PSUs, which vest on the last day of a three-year performance period and are contingent on the successful completion of both performance-based and time-based requirements. The vesting of PSUs is subject to continued employment, further strengthening the link between individual pay opportunities and our long-term performance. 30% of our annual LTI award are issued as time-based RSUs, one-third of which vest annually over a period of three years, subject to continued employment on the applicable vesting date, ensuring the retention of key executives, management, and high-potential individuals. In determining annual LTI award opportunities, the Compensation Committee determines a target monetary value for the individual awards which are then converted into a number of Common Shares based on our stock price on the date of grant. Existing executive equity ownership levels are generally not a factor or guarantee in the Compensation Committee’s granting of LTI awards. 2024 LTI Awards The 2024 LTI awards granted by the Compensation Committee were designed to provide our NEOs with LTI opportunities that are competitive against our industry peer companies and reflect our overall executive compensation philosophy of aligning pay with long-term performance and shareholder value. With respect to the 2024 LTI awards, 70% of the target value was awarded in PSUs, which vest based on the satisfaction of approved performance targets over a three-year performance period, and 30% of the target value was awarded as RSUs with one-third vesting annually, in each case, subject to continued employment through the applicable vesting date. Each year, the Compensation Committee determines the amount of each NEO’s annual LTI award, based on a percentage of the NEO’s base salary, with input from its independent compensation consultant, Korn Ferry, and referencing external benchmark comparisons of overall target compensation (cash plus equity). The target value of our CEO’s annual LTI award is fixed at 350% of his base salary. The target value is based on market comparisons for CEO positions, using both peer group and general industry market data, in addition to an evaluation of his performance over the prior year. Each NEO’s (other than the CEO) award opportunity is determined prior to the beginning of the performance period and is assigned to his or her position based on market comparisons for similar positions, using both peer group and general industry market data, in addition to an evaluation of the executive’s individual performance over the prior year. The Compensation Committee did not make any changes to our 2024 LTI Plan and target award levels as percentage of base salary. The target value of the 2024 LTI awards for each of our NEOs as determined by the Compensation Committee was as follows:
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| Name | Title | Target | Target $ | 70% PSUs # | 30% RSUs # | | Corning Painter | CEO | 3.5x base salary | 3,850,000 | 118,080 | 50,606 | | Jeff Glajch | CFO | 1.5x base salary | 745,109 | 22,853 | 9,794 | | Sandra Niewiem | SVP, Global Specialty Carbon Black and EMEA Region | 1x base salary | 372,104 | 11,807 | 5,060 | | Pedro Riveros | SVP, Global Rubber Carbon Black and Americas Region | 1x base salary | 432,525 | 13,241 | 5,675 | | Carlos Quinones | SVP, Global Operations | 0.75x base salary | 299,896 | 9,198 | 3,942 |
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Performance Stock Units (PSUs) The ultimate realized value of the 2024 PSU award opportunity over the three-year performance period (2024-2026) is determined as follows:
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The ultimate number of PSUs to be earned with respect to any PSU award granted is determined at the end of the performance period depending on actual results as compared to the target performance metrics, and ranges from 0% to 200% of the target number of PSUs granted. If our rTSR is at the average of the two applicable indices, then that portion of the PSU award will be earned at target level. However, the number of Common Shares earned in respect of the PSUs tied to the achievement of rTSR is capped at 100% of the target number of PSUs granted if the Company’s total shareholder return declines by 10% or more during the performance period, regardless of rTSR performance. The threshold payout for rTSR occurs at 15 percentage points below the average of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index and the maximum occurs at 30 percentage points above the average of the indices. Our ROCE measure is based on the Company’s annual achievement percentage with the opportunity to earn 1/3rd payout for each calendar year. Due to competitive reasons, we are not disclosing the ROCE targets. Our Sustainability measure is based on a third-party Sustainability Index measuring the Company’s latest sustainability score near the end of the three-year performance period. Sustainability performance is measured utilizing the last published EcoVadis score during the performance period. Our Employee Engagement measure is based on our latest performance near the end of the three-year performance period versus a third-party Employee Effectiveness measure of the Company’s industry specific percentile ranking as compared to top performing companies. Employee Engagement Effectiveness is measured utilizing the score from the last employee survey administered by Korn Ferry during the performance period. The 2024 PSUs will vest on the last day of the three-year performance period (the vesting date, which is December 31, 2026) and the earned value will be based on the actual results measured over the three-year period. Each earned unit is settled by delivery of a Common Share and requires that the recipients continue to be employed by the Company through the vesting date. PSU Vesting during Performance Period Ending in 2024 The 2022 LTI awards included 70% PSUs, which vested on the last day of the three-year performance period, which was December 31, 2024. 50% of the 2022 PSUs was based on rTSR (as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index). 25% of the 2022 PSUs was based on ROCE for each of the three years in the performance period (2022, 2023 and 2024) as compared to approved targets of 15.9%, 18.4%, and 16.0%, respectively. 12.5% of the calculation was based on the Company’s latest independent Sustainability percentile ranking from EcoVadis during the three-year performance period as compared to an industry-specific percentile ranking target of 90. 12.5% of the calculation was based on the Company’s latest Employee Survey during the three-year performance period as measured independently by Korn Ferry with a target of 45% of employees falling into the “most effective” category. The target levels and performance payout ranges for such award are determined and approved by the Compensation Committee on an annual basis. The tables below summarize the target 2022 PSU awards granted to our NEOs, actual achievement level for each of the performance measures as measured over the three-year performance period ending December 31, 2024, with the exception of Employee Engagement which is based on the Company’s latest completed Employee Survey during the three-year period, and actual earned units for each of the performance measures at the end of the three-year performance period:
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| Name | 2022 PSU Total Target Number of Units Awarded | 2022 PSU Total Actual Earned rTSR (50% weight) | 2022 PSU Total Actual Earned ROCE (25% weight) | 2022 PSU Total Actual Earned Sustainability (12.5% weight) | 2022 PSU Total Actual Earned Employee Engagement (12.5% weight) | 2022 PSU Total Actual Number of Units Earned (101.55% of Target) | | Corning Painter | 131,650 | 49,672 | 21,722 | 32,913 | 29,384 | 133,691 | | Jeff Glajch | 16,908 | 6,379 | 2,790 | 4,227 | 3,774 | 17,170 | | Sandra Niewiem | 6,662 | 2,514 | 1,099 | 1,666 | 1,486 | 6,765 | | Pedro Riveros | 7,106 | 2,681 | 1,172 | 1,777 | 1,586 | 7,216 | | Carlos Quinones | 6,751 | 2,547 | 1,114 | 1,688 | 1,507 | 6,856 |
Secretary of the Company
| rTSR Actual Performance for the Three-Year Performance Period Applied to the 2022 PSU Award | | | Orion rTSR | (8.08%) | | Index Average rTSR(1) | (1.43%) | | Threshold Payout at 50% (15 percentage points below Index Average) | (16,43%) | | Target Payout at 100% (100% of Index Average) | (1,43%) | | Maximum Payout at 200% (30 percentage points above Index Average rTSR) | 28.57% | | Actual Payout rTSR Performance Measure | 75.46% |
Secretary of the Company
| ROCE Actual Achievement and Payout for the Three-Year Performance Period(1) | | | Orion Average ROCE | 15.03% | | Threshold Payout at 50% | 14.25% | | Target Payout at 100% | 16.77% | | Maximum Payout at 200% | 20.12% | | Actual Payout ROCE Performance Measure | 66.00% |
Secretary of the Company
| Sustainability Actual Performance based on the last completed assessment for the Three-Year Performance Period Applied to the 2022 PSU Award | | | Orion Sustainability Percentile Ranking | 99th | | Threshold Payout at 50% | 80th | | Target Payout at 100% | 90th | | Maximum Payout at 200% | 95th | | Actual Payout Sustainability Performance Measure | 200% |
Secretary of the Company
| Employee Engagement Actual Performance based on last completed Employee Survey during the Three-Year Performance Period Applied to the 2022 PSU Award | | | Orion Employee Engagement score | 55% | | Threshold Payout at 50% | 43% | | Target Payout at 100% | 45% | | Maximum Payout at 200% | 58% | | Actual Payout Employee Engagement Performance Measure | 172.57% |
Secretary of the Company
Compensation Decisions for 2025 Our Compensation Committee conducted its annual review of market competitiveness of the compensation of our NEOs in January 2025. As a result of this review, the Compensation Committee approved market-based adjustments to the 2025 base salaries of our current NEOs and determined that their current STI target awards remain appropriate and competitive compared to the market and industry peer group. Our compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize shareholder value by rewarding NEOs for strong Company performance. In this regard, the LTI target award for Mr. Quinones, our SVP of Global Operations increased from 75% in 2024 to 100% in 2025. This is aligned both with the peer benchmarking performed by our consultant and with our philosophy to “pay for performance” in order to drive business results and maximize shareholder value. The table below sets forth the base salary and target STI and LTI incentive opportunities for 2025 for each of our current NEOs:
Secretary of the Company
| Name | 2025 Merit Increase(2) | 2025 Market Adjustment | Total 2025 Adjustment | 2025 Base Salary $ | 2025 STI Target % of Base Salary | 2025 LTI Target % of Base Salary | | Corning. Painter | 3.60% | 0.00% | 3.60% | 1,140,000 | 100% | 350% | | Jeff Glajch | 2.00% | 0.00% | 2.00% | 506.674 | 65% | 150% | | Sandra Niewiem(1) | 3.90% | 0.60% | 4.50% | 388,849 | 60% | 100% | | Pedro Riveros | 3.80% | 0.20% | 4.00% | 449,826 | 60% | 100% | | Carlos Quinones | 3.80% | 0.20% | 4.00% | 415,855 | 60% | 100% |
Secretary of the Company
| Name and Principal Position | Year | Base Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Compensation Plan(3) ($) | All Other Compensation(5) ($) | Total ($) | | Corning Painter Chief Executive Officer | 2024 | 1,100,000 | — | 2,769,835 | 671,550 | 17,566 | 4,558,951 | | | 2023 | 1,045,000 | — | 6,157,673 | 365,750 | 16,816 | 7,585,239 | | | 2022 | 1,000,000 | — | 2,745,091 | 930,000 | 15,506 | 4,690,597 | | Jeff Glajch Chief Financial Officer | 2024 | 496,739 | — | 608,659 | — | 17,566 | 1,122,964 | | | 2023 | 472,500 | — | 1,193,238 | 107,494 | 16,816 | 1,790,048 | | | 2022 | 320,192 | — | 755,262 | 193,556 | 112,203 | 1,381,213 | | Sandra Niewiem(4) SVP, Global Specialty Carbon Black and EMEA Region | 2024 | 372,104 | — | 276,956 | 181,735 | 93,298 | 924,093 | | | 2023 | 377,151 | — | 438,908 | 79,202 | 87,775 | 983,036 | | | 2022 | 330,687 | — | 138,958 | 153,769 | 57,785 | 681,199 | | Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region | 2024 | 432,525 | — | 310,603 | 211,245 | 17,566 | 971,939 | | | 2023 | 408,042 | 75,000 | 515,230 | 85,689 | 16,816 | 1,100,777 | | | 2022 | 377,817 | 50,000 | 148,214 | 175,685 | 15,506 | 767,222 | | Carlos Quinones SVP, Global Operations | 2024 | 399,861 | — | 215,760 | 195,292 | 17,566 | 828,479 | | | 2023 | 380,512 | — | 480,464 | 79,908 | 16,816 | 957,700 | | | 2022 | 358,975 | — | 140,812 | 166,923 | 15,506 | 682,216 |
Sandra Niewiem
| | | | | | Value of $100 Initial Fixed Investment | | | | | Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(2) $ | Average Summary Compensation Table Total for Non-PEO NEOs(3) $ | Average Compensation Actually Paid to Non-PEO NEOs(4) $ | Company Total Shareholder Return(5) $ | Total Average Shareholder Return of S&P Small-Cap 600 & S&P Small-Cap Chemicals Indices(6) $ | Net Income ($ millions)(7) $ | Adjusted EBITDA ($ millions)(8) $ | | 2024 | 4,558,951 | (5,738,080) | 961,869 | (64,944) | 56.94 | 100.78 | 44 | 302.2 | | 2023 | 7,585,239 | 17,177,135 | 1,207,890 | 2,558,056 | 137.14 | 93.89 | 104 | 332.3 | | 2022 | 4,690,597 | 7,141,073 | 840,821 | 940,221 | 124.63 | 82.20 | 106 | 312.3 | | 2021 | 5,899,282 | 4,780,304 | 824,244 | 567,016 | 151.95 | 114.18 | 135 | 268.4 | | 2020 | 2,882,368 | 2,731,917 | 622,172 | 584,761 | 132.45 | 123.36 | 18.0 | 200.0 |
Sandra Niewiem
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to Mr. Painter’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |
Sandra Niewiem
| (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group excluding Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to the average total compensation for the NEOs as a group excluding Mr. Painter for each year to determine the compensation actually paid, using the same methodology described above in Note 2. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |