DEF 14A of Ecovyst Inc., Apr 15, 2026

DEF 14A of Ecovyst Inc.

Filed Apr 15, 2026 · FY20250001140361-26-014838

Open on EDGAR

  1. Secretary

    | | Page Number | | 2025 All Other Compensation Table | 46 | | 2025 Grants of Plan-Based Awards | 47 | | 2025 Outstanding Equity Awards at Fiscal Year End | 48 | | Option Exercises and Stock Vested in 2025 | 50 | | Potential Payments Upon Termination or Change in Control | 51 | | CEO Pay Ratio | 54 | | Pay vs. Performance | 55 | | Equity Compensation Plan Information | 59 | | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 60 | | AUDIT COMMITTEE MATTERS | 61 | | Audit Committee Report | 61 | | Audit and Other Fees | 62 | | PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | OTHER INFORMATION | 63 |

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

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

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

    | 2026 PROXY STATEMENT | | 5 |

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

    BOARD OF DIRECTORS PROPOSAL 1 ELECTION OF DIRECTORS The Company currently has a classified Board consisting of five directors with terms expiring in 2026 (Class III) and three directors with terms expiring in 2027 (Class I). At the 2024 annual meeting of stockholders, the stockholders voted to approve a proposal to amend the Company’s Second Restated Certificate of Incorporation, as amended and corrected (the “Charter”), to eliminate the classified board structure beginning at the 2025 annual meeting of stockholders (the “Charter Amendment”). The Charter Amendment provides that, subject to the special rights of the holders of any series of Preferred Stock to elect directors, commencing with the election of directors at this Annual Meeting, there shall be a single class of directors, Class I, with all directors of such class having a term that expires at the annual meeting of stockholders to be held in 2027. From and after the annual meeting of stockholders to be held in 2027, the Board shall cease to be classified, and thereafter, all directors shall be elected for terms expiring at the next succeeding annual meeting of stockholders. Ms. Ward and Messrs Brown, Bitting, Bradley, and Fogarty are the Class III directors whose terms expire at the Annual Meeting. Ms. Ward has decided not to stand for re-election. Our Board has nominated, and stockholders are being asked to re-elect, Messrs. Brown, Bitting, Bradley, and Fogarty as Class I directors with a one-year term expiring at our 2027 annual meeting of stockholders. The Board has also nominated Patti A. Humble for election as a Class I director for a one-year term expiring at our 2027 annual meeting of stockholders. Ms. Humble, 61, has over 30 years of experience as an accounting and finance executive. From August 2019 until her retirement in December 2024, she served as Chief Accounting Officer for United Parcel Service, a global shipping, receiving and supply chain management company. In addition, she also served in a variety of other capacities with United Parcel Service, including as Vice President, External Reporting; Vice President, Financial Planning & Analysis; Vice President, Global Accounting Shared Services Centers; Controller, Statutory Reporting; Business Unit Controller, International Accounting, for UPS Supply Chain Solutions; Controller, Technical Accounting; Controller, Mergers & Acquisitions; and Director, Accounting and Human Resources at UPS Yamato Partnership dba Unistar Air Cargo joint venture. Since July 2021, she has served as a director of the Institute of Management Accountants, and she currently serves as chair of its Audit Committee and previously as a member of its governance and strategic planning committees. Since September 2021, she has served as a member of the advisory board of the University of Iowa Tippie College of Business Professional Accounting Council. From 2019 until 2023, she also served as a member of the Kennesaw State University Accounting Advisory Committee. Ms. Humble also is a certified public accountant, certified Global Management Accountant, Certified Management Accountant and is certified in Financial Management. In addition, she holds a National Association of Corporate Directors certification. Ms. Humble holds a Bachelor of Business Administration (with high distinction) in Accounting from the University of Iowa. Ms. Humble was selected from among a group of candidates identified by the Nominating and Corporate Governance Committee as part of the Board's recruitment and refreshment process and was nominated for election to the Board as a result of her substantial financial and accounting experience as well as her general business experience. If elected, the nominees will each hold office until our 2027 annual meeting of stockholders, subject to the election and qualification of each such nominee’s successor and such successor’s earlier death, resignation, or removal. Each of the above nominees has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of Common Stock represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a director. We believe that all our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes for each director nominee in the individual biographies below.

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

    | 6 | | 2026 PROXY STATEMENT |

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

    The Board recommends a vote “FOR” the election of each of the director nominees. The following table sets forth the name, age, and class, as of March 1, 2026, of individuals who currently serve as directors on our Board.

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

    | Name | Age | Position | Class | | Anna C. Catalano | 66 | Director | Class I | | Sarah Lorance | 52 | Director | Class I | | Donald Althoff | 69 | Director | Class I | | Susan F. Ward(1) | 65 | Director | Class III | | Bryan K. Brown | 58 | Director | Class III | | Kevin M. Fogarty | 60 | Non-Executive Chairman | Class III | | Kurt J. Bitting | 50 | Director and CEO | Class III | | David A. Bradley | 55 | Director | Class III |

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

    | (1) Ms. Ward has decided not to stand for re-election to the Board. |

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

    | 2026 PROXY STATEMENT | | 7 |

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

    Class III – Directors with Terms Expiring in 2026

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

    | | SUSAN F. WARD Age: 65 Independent Director | Susan F. Ward has served on our Board since 2020. A respected accounting professional, Ms. Ward spent 27 years serving in a variety of roles at United Parcel Service, Inc. (“UPS”), most recently as its Chief Accounting Officer from 2015 until her retirement in August 2019. Prior to her tenure at UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services. Ms. Ward has served on the board of Saia, Inc. since November 2019 and currently serves as the chairperson of its Audit Committee. Since September 2021, she also has served as a member of the board of Global Business Travel Group, Inc., where she also serves as chairperson of its Audit Committee and as a member of its Risk Management and Compliance Committee. Ms. Ward has decided not to stand for re-election to the Board at this Annual Meeting. | | | BRYAN K. BROWN Age: 58 Independent Director | Bryan K. Brown has served on our Board since April 2022. Mr. Brown has served as a partner at Jones Day in its Financial Markets – Capital Markets practice since April 2019. Prior to joining Jones Day, Mr. Brown served as a partner at Reed Smith from November 2013 to April 2019, at Thompson Knight from March 2012 to November 2013, and Porter Hedges from May 1998 to February 2012. Mr. Brown currently serves as a member of the board of advisors of the College of Business at Sam Houston University and The John Cooper School, where he is a member of the Audit Committee. Prior to entering private practice, Mr. Brown worked at the Division of Corporate Finance at the U.S. Securities and Exchange Commission. Mr. Brown is an active member of the National Association of Corporate Directors (“NACD”), and has completed the NACD Directorship Certified® program. From September 1986 until September 2006, Mr. Brown served in the U.S. Army and he was honorably discharged at the rank of Captain in September 2006. Mr. Brown is well qualified to serve on our Board and he was re-nominated to serve on the Board for election at this Annual Meeting because of his extensive experience advising public companies and his extensive leadership experience. | | | KURT J. BITTING Age: 50 Director and Chief Executive Officer | Kurt J. Bitting has served on our Board since April 2022. Mr. Bitting became our Chief Executive Officer in April 2022. Prior to that, he served as our Vice President and President—Ecoservices (formerly Refining Services) from March 2019 to April 2022. From September 2017 until February 2019, Mr. Bitting served as our Vice President of Ecoservices. Between May 2016 and August 2017, he was our Business Director in the Eco Services business. Mr. Bitting also previously held management positions at Kinder Morgan, Inc., Sprint Corporation, Solvay USA Inc., and Eco Services Operations LLC. Mr. Bitting began his career in the U.S. Army where he served as a Company Commander in the 10th Mountain Division. Mr. Bitting is well qualified to serve on our Board and he was re-nominated to serve on the Board for election at this Annual Meeting because of his extensive management and leadership experience. |

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

    | 8 | | 2026 PROXY STATEMENT |

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

    | | DAVID A. BRADLEY Age: 55 Independent Director | David A. Bradley has served on our Board since April 2022. Since March 2019, Mr. Bradley has served as the President and Chief Executive Officer and member of the board of directors of SI Group. Prior to joining SI Group, Mr. Bradley served as President and Chief Executive Officer and member of the board of directors of Nexeo Solutions between 2011 and 2019. Prior to that, Mr. Bradley spent seven years at Kraton Corporation, where he held several executive positions, including Chief Operating Officer, Vice President of Global Operations, and Vice President of Business Transformation. Since 2019, he also has been a member of the board of directors of South Texas Truck Centers LLP. Mr. Bradley is well qualified to serve on our Board and he was re-nominated to serve on the Board for election at this Annual Meeting because of his extensive experience in the chemicals sector and his extensive management and leadership experience. | | | KEVIN M. FOGARTY Age: 60 Non-Executive Chairman and Independent Director | Kevin M. Fogarty became a director and our Chairman in April 2022. From January 2008 until March 2022, Mr. Fogarty served as Kraton Corporation’s President and Chief Executive Officer and as a member of its board of directors from September 2009 until March 2022. From May 2005 to December 2007, he served as Kraton’s Executive Vice President of Global Sales and Marketing. From May 2004 to April 2005, Mr. Fogarty served as President, Polymers and Resins, of Invista. From 1991 to April 2004, Mr. Fogarty held a variety of roles within the Koch Industries, Inc. family of companies. Since November 2024, Mr. Fogarty has served as Chairman of the board of directors and as a member of the Compensation Committee of Magnera Corporation. Prior to the creation of Magnera Corporation and between 2012 and November 2024, he served as Chairman of the board of directors of P.H. Gladfelter Company, Magnera’s predecessor company, and also served on its Compensation Committee and Nominating and Corporate Governance Committee. From 2022 to 2025, he served on the board of directors of OPAL Fuels Inc., where he served on its Audit and Compensation Committees. He formerly has served as a director of the American Chemistry Council. Mr. Fogarty is well qualified to serve on our Board and he was re-nominated to serve on the Board for election at this Annual Meeting because of his extensive experience in the chemicals sector and his extensive management and leadership experience. |

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

    | 2026 PROXY STATEMENT | | 9 |

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

    Class I – Directors with Terms Expiring in 2027

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

    | | ANNA C. CATALANO Age: 66 Independent Director | Anna C. Catalano has served on our Board since July 2022. Ms. Catalano has over 40 years of business experience, including senior roles at BP plc and its predecessor company, Amoco Corporation, until her retirement in 2003 and two decades of public and private board service. In September 2008, she co-founded The World Innovation Network, a nonprofit network of innovators to work toward global prosperity, and continued to work with that organization until 2021. Since 2017, she has served on the board of directors of HF Sinclair Corporation, where she is a member of the Nominating, Governance and Social Responsibility and Compensation Committees. Since 2018, she has served on the board of directors of Frontdoor, Inc., where she is the chair of the Compensation Committee. Since May 2022, she has served on the board of directors of Hexion, Inc. Previously, she served on the boards of directors of Willis Towers Watson from June 2006 until June 2022 and Kraton Corporation from September 2011 until March 2022. Ms. Catalano is well qualified to serve on our Board because of her experience in, and knowledge of, the refining sector, including with respect to both traditional and renewable fuels, and extensive experience serving as both a public and private company director. | | | SARAH LORANCE Age: 52 Independent Director | Sarah Lorance has served on our Board since March 2024. Ms. Lorance has over 25 years of business experience, including as Owner and Executive Consultant at Autumn Advisors, LLC since November 2021 and in various capacities from March 1998 to October 2020 at Elevance Health, Inc. (formerly Anthem, Inc.), where she most recently served as Chief Compliance Officer. Additionally, she has served on the board of directors of VSP Vision since January 2024, where she is a member of the Finance and Audit Committees. Ms. Lorance has also served on the board of directors of the Knoebel Institute of Healthy Aging at the University of Denver since September 2023, where she is an advisory board member. Between January 2015 and October 2024, she served on the board of directors of the Alzheimer’s Association, where she was Chair of the Board, Chair of the Executive Committee, and a member of the Compensation, Governance and Nominating, Finance and Audit Committees. She holds a B.B.A. degree in Accounting from the University of Iowa. She also is a certified public accountant (inactive) and is NACD Directorship Certified®, holds an NACD CERT Certificate in Cyber-Risk Oversight and is a certified internal controls auditor. Ms. Lorance is well qualified to serve on our Board because of her finance, risk management, compliance, and general business experience. | | | Donald Althoff Age: 69 Independent Director | Donald Althoff has served on our Board since May 2024. Mr. Althoff has over 40 years of experience in the chemical and energy industries. From September 2019 to September 2022, he served as Director and Chairman of the Board of Vereson Midstream LP, and from September 2019 to December 2022, he served as Director of Alliance Pipeline and Aux Sable LP. From October 2017 to September 2019, he served as President and Chief Executive Officer of Veresen Midstream LP, and he served as President and Chief Executive Officer of Veresen Inc. from November 2012 to September 2017. From October 2008 to September 2012, he served as President and Chief Executive Officer at Flex Fuel. From 1981 to 2008, Mr. Althoff served in roles of increasing responsibility with Amoco Corporation and BP PLC. Mr. Althoff holds a Bachelor of Science in Chemical Engineering from the University of Illinois. Mr. Althoff is well qualified to serve on our Board because of his experience in the chemical and energy industries as well as his general business experience. |

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

    | 10 | | 2026 PROXY STATEMENT |

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

    DIRECTOR COMPENSATION

  19. Director Compensation

    Director Compensation In accordance with our non-employee director compensation policy, which has been in place since the time of our initial public offering (“IPO”), each of our non-employee directors is compensated as follows:

  20. Director Compensation

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

  21. Director Compensation

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

  22. Director Compensation

    | • | The chairperson of each committee, other than the Audit Committee, receives an additional annual cash retainer of $15,000. |

  23. Director Compensation

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

  24. Director Compensation

    Mr. Fogarty receives the standard director pay package outlined above, plus a $250,000 fee differential for his service as Non-Executive Chairman. The fee differential is paid in the form of an additional annual cash retainer of $50,000 and additional RSUs with a grant date fair value of $200,000. As is the case with the RSUs granted to other non-employee directors, the RSUs which form a part of the fee differential provide for vesting after one year of continued service as director or upon an earlier occurrence of a change in control. All cash and equity awards granted under the non-employee director compensation policy are granted under, and subject to the limits of, the Ecovyst Inc. 2017 Omnibus Incentive Plan, as amended and restated (the “2017 Plan”). Annual cash retainers are paid quarterly in arrears. On February 3, 2025, the Company granted 25,674 RSUs to each of Messrs. Althoff, Bradley, and Brown, Ms. Catalano, Ms. Lorance and Ms. Ward. Each RSU award vested subject to the director’s continued service through February 3, 2026 (or upon an earlier occurrence of a change in control). In addition, on February 3, 2025 the Company granted 51,348 RSUs to Mr. Fogarty, consisting of 25,674 RSUs for his service on the Board and 25,674 RSUs as a part of the fee differential for his service as Non-Executive Chair of the Board. Each award of RSUs vested subject to Mr. Fogarty’s continued service through February 3, 2026 (or upon an earlier occurrence of a change in control).

  25. Director Compensation Table

    Director Compensation Table The following table sets forth certain information with respect to cash compensation and stock awards granted to our non-employee directors in 2025. Mr. Bitting did not receive compensation for his service on our Board in 2025. The compensation that he received in his capacity as an executive officer of the Company is reported in the Summary Compensation Table below.

  26. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | David A. Bradley | $65,000 | $200,000 | — | — | $265,000 | | Bryan K. Brown | $62,967 | $200,000 | — | — | $262,967 | | Anna C. Catalano | $65,000 | $200,000 | — | — | $265,000 | | Kevin M. Fogarty | $100,000 | $400,000 | — | — | $500,000 | | Susan F. Ward | $57,088 | $200,000 | — | — | $257,088 | | Sarah Lorance | $50,000 | $200,000 | — | — | $250,000 | | Donald Althoff | $65,000 | $200,000 | — | — | $265,000 |

  27. Director Compensation Table

    | (1) As described above and in addition to the annual cash retainer of $50,000 for Board service, Ms. Ward, Ms. Catalano and Messrs. Bradley, Althoff, and Brown received an additional annual retainer for their service as committee chairs, in certain instances prorated for their period of service. Ms. Ward served as chair of the Audit Committee from January 1, 2025 until May 8, 2025 and received an additional annual retainer of $7,088 for such service. Mr. Brown served as chair of the Audit Committee from May 8, 2025 through December 31, 2025 and received an additional annual retainer of $12,967 for such service Ms. Catalano served as chair of the Nominating and Corporate Governance Committee and received an additional annual retainer of $15,000 for such service. Mr. Bradley served as chair of the Compensation Committee and received an additional annual retainer of $15,000 for such service. Mr. Althoff served as chair of the Health, Safety, Environment and Security Committee and received an additional retainer of $15,000 for such service. As described above, Mr. Fogarty receives the standard director pay package outlined above plus a $250,000 annual fee differential for his service as Non-Executive Chairman. The fee differential is paid in the form of an additional annual cash retainer of $50,000 and additional RSUs with a grant date fair value of $200,000. |

  28. Director Compensation Table

    | (2) As required by Securities and Exchange Commission (“SEC”) rules, amounts shown present the aggregate grant date fair value of RSU and stock awards granted to our non-employee directors during 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”), excluding the effect of any estimated forfeitures. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 20 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2025. |

  29. Director Compensation Table

    | (3) As of December 31, 2025, Mr. Fogarty held 51,348 unvested RSUs and Ms. Catalano, Ms. Lorance, Ms. Ward and Messrs. Althoff, Bradley and Brown each held 25,674 unvested RSUs. |

  30. Director Compensation Table

    | 12 | | 2026 PROXY STATEMENT |

  31. Director Compensation Table

    CORPORATE GOVERNANCE

  32. Input from Independent Compensation Consultants

    Input from Independent Compensation Consultants During 2025, the Compensation Committee continued to retain Willis Towers Watson (“WTW”) as its independent consultant on executive compensation matters. In this capacity, WTW attended Compensation Committee meetings, provided data and views on how the Company’s programs compared to peer company practices, advised on transaction-related compensation decisions, and advised on the design and operation of compensation programs and policies. The Compensation Committee reviews consultant independence annually to understand any relationships with Ecovyst, including members of the Compensation Committee and our executive officers. The Committee assessed independence relative to the six factors in the NYSE listing standards and determined that WTW was independent and that their work in 2025 did not raise any conflicts of interest related to the Company.

  33. Compensation Peer Group Data

    Compensation Peer Group Data The Compensation Committee maintains a peer group of companies to inform executive compensation discussions and decisions. The peer group is reviewed annually, with assistance from the Compensation Committee’s independent consultant to determine its continued appropriateness. The criteria for identifying and selecting potential peers are broadly consistent year on year. These include industry focus, relative size as measured by revenue, and whether a company is considered a peer by major analysts. Three companies were automatically removed for 2025 following their acquisition: Chase Corporation, GCP Applied Technologies and Livent. Additionally, the Compensation Committee approved the removal of NN, Inc. and CSW Industrials, Inc. given limited industry relevance, and approved the addition of AirBoss of America Corp. as a smaller chemicals company that provided additional balance within the aggregate peer group.

  34. Compensation Peer Group Data

    | 2025 Compensation Peer Group (approved in August 2024) | | | | Advansix, Inc. (ASIX) | Innospec, Inc. (IOSP) | Quaker Chemical Corp. (KWR) | | AirBoss of America Corp. (BOS) | Intrepid Potash, Inc. (IPI) | Rayonier Advanced Materials, Inc. (RYAM) | | American Vanguard Corp. (AVD) | Koppers Holdings, Inc. (KOP) | Sensient Technologies Corp. (SXT) | | Balchem Corp. (BCPC) | LSB Industries, Inc. (LXU) | Tredegar Corp. (TG) | | Hawkins, Inc. (HWKN) | Oil-Dri Corp. of America (ODC) | WD-40 Co. (WDFC) | | Ingevity Corp. (NGVT) | Orion S.A. (OEC) | |

  35. Compensation Peer Group Data

    The Compensation Committee reviewed the peer group again during 2025 to inform discussions on 2026 compensation and determined that no changes were necessary.

  36. Compensation Peer Group Data

    | 36 | | 2026 PROXY STATEMENT |

  37. Base Salary

    Base Salary We provide an annual base salary to our NEOs to induce talented executives to join or remain with our company, to compensate them for their services during the year and to provide them with a stable source of income. Base salary levels are reviewed annually by the Compensation Committee to determine whether an adjustment is warranted. In reaching decisions, the Compensation Committee took account of market-competitive base salary rates relative to Ecovyst’s 2025 compensation peer group and each executive’s level of experience functioning in their particular roles. The Compensation Committee may take into account numerous factors in making its base salary determinations, including Company financial performance, the state of our industry and the local economies in which we operate, role scope and individual performance. For 2025, increases were effective January 1st, and combined merit and market adjustments. Increases for Messrs. Bitting and Feehan were approved to position their respective salaries at the lower quartile relative to the compensation peer group.

  38. Annual Performance-Based Cash Awards — The EIP

    Annual Performance-Based Cash Awards — The EIP We provide our NEOs with annual performance-based cash award opportunities designed to drive our annual financial and operational performance. The target annual performance-based cash award opportunity for each NEO was set as a percentage of actual base salary paid during the year, with a maximum opportunity capped at two-times target. For 2025 there were no changes to the metrics and associated weightings used in the EIP relative to 2024.

  39. Annual Performance-Based Cash Awards — The EIP

    | Performance Measure and Associated Weighting | Messrs. Bitting, Feehan, and Koscinski | Messrs. Vann and Whittleston | | Ecovyst Adjusted EBITDA | 65% | 25% | | Segment Adjusted EBITDA | 0% | 40% | | Ecovyst Adjusted Free Cash Flow | 25% | 25% | | Ecovyst HSE Perfect Days | 10% | 0% | | Segment HSE Perfect Days | 0% | 10% |

  40. Annual Performance-Based Cash Awards — The EIP

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

  41. Annual Performance-Based Cash Awards — The EIP

    | Metric | Definition | Reason for Inclusion in the EIP Metrics | | Adjusted EBITDA | EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) the impact of certain non-cash, non-recurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (ii) depreciation, amortization and interest of our 50% share of the AM&C segment’s Zeolyst joint venture. | Adjusted EBITDA is the most significant indicator of financial operating performance. Improvements in financial operating performance are directly linked to sustainable share value creation. |

  42. Annual Performance-Based Cash Awards — The EIP

    | 2026 PROXY STATEMENT | | 37 |

  43. Annual Performance-Based Cash Awards — The EIP

    | Metric | Definition | Reason for Inclusion in the EIP Metrics | | Adjusted Free Cash Flow | Free Cash Flow consists of cash flow from operating activities less purchases of property, plant and equipment. Adjusted Free Cash Flow consists of Free Cash Flow adjusted for the impact of certain non-recurring or other items included in Free Cash Flow that we do not consider indicative of our ongoing cash flow generation. | Adjusted Free Cash Flow is an important indicator of operating efficiency (e.g., the ability to increase margins by careful management of operating expenses) and management of capital expenditures. Improvements in Adjusted Free Cash Flow also equip the Company to pursue new opportunities. Increased operating efficiency and the successful pursuit of new opportunities lead to share value creation. | | HSE Perfect Days | HSE Perfect Days is the number of days without a significant safety or environmental incident. | There is a direct link between an improving safety and environmental incident record, and higher worker productivity and sustained share value creation. |

  44. Annual Performance-Based Cash Awards — The EIP

    For each of our metrics, we established threshold, target and maximum performance goals in the first quarter. If performance falls between threshold and target or between target and maximum, we determine the payout factor using interpolation. If performance falls below threshold, the percentage earned for that goal is 0%. In addition, in order to receive any payment on the Adjusted EBITDA and Adjusted Free Cash Flow portion of the Company-wide EIP performance metrics, the Company had to meet the threshold Adjusted EBITDA goal. In light of the strategic review of the AM&C segment, the Stock Purchase Agreement entered into with Technip Energies N.V. in September 2025 and subsequent closing of the sale to Technip Energies N.V., the Committee determined that the original 2025 Company-wide EIP goals - that included the AM&C segment - no longer reflected performance that was fully within the control of Ecovyst participants for the full year. Accordingly, the Committee approved adjustments to the Company-wide metrics for Corporate and EcoServices participants to base them solely on the results of continuing operations for 2025. AM&C participants, including Mr. Whittleston, continued to be measured against the original goals. The table below summarizes the goals and actual performance under the EIP for 2025:

  45. Annual Performance-Based Cash Awards — The EIP

    | Metric | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | Payout (% of target) | | Ecovyst Adjusted EBITDA (m)(1)(2) | $147.2 | $184.0 | $220.8 | $171.8 | 83.3% | | Ecovyst Adjusted Free Cash Flow (m)(1) | $41.7 | $52.1 | $62.6 | $59.6 | 172.1% | | Ecovyst HSE Perfect Days(1) | 335 | 345 | 355 | 345 | 100.0% | | EcoServices Adjusted EBITDA (m)(2) | $172.8 | $216.0 | $259.2 | $200.4 | 81.9% | | EcoServices HSE Perfect Days | 335 | 345 | 355 | 345 | 100.0% | | AM&C Adjusted EBITDA (m)(2) | $56.0 | $70.0 | $84.0 | $59.0 | 60.7% | | AM&C Perfect Days | 354 | 359 | 364 | 360 | 120.0% |

  46. Annual Performance-Based Cash Awards — The EIP

    | (1) Performance goals and actual performance reflect continuing operations. |

  47. Annual Performance-Based Cash Awards — The EIP

    | (2) Adjusted EBITDA as defined by the EIP differs from Adjusted EBITDA that was reported in our 2025 results due to the self-funding nature of the EIP. |

  48. Annual Performance-Based Cash Awards — The EIP

    As a result, the following EIP payments were earned by each of the NEOs for 2025:

  49. Annual Performance-Based Cash Awards — The EIP

    | Executive(1) | Target Award as % of Base Salary | Target Award | Payout Factor (% of Target) | Actual EIP Payment | | Kurt J. Bitting | 100% | $750,000 | 107.2% | $804,000 | | Michael Feehan | 75% | $322,500 | 107.2% | $345,720 | | Joseph S. Koscinski | 65% | $310,050 | 107.2% | $332,374 | | Paul Whittleston(2) | 60% | $228,000 | 88.7% | $202,236 |

  50. Annual Performance-Based Cash Awards — The EIP

    | 38 | | 2026 PROXY STATEMENT |

  51. Annual Performance-Based Cash Awards — The EIP

    | (1) Mr. Vann had a full year target bonus of $234,000 which was pro-rated in connection with his separation during the year in accordance with the Amended and Restated Severance Plan of Ecovyst Catalyst Technologies LLC and his Separation and Transition Agreement. His bonus payout of 106.6% of target equating to $152,400 was calculated based on the standard formula for the year, combining the corporate performance as described above for Messrs. Bitting, Feehan and Koscinski, and the Ecoservices segment performance. |

  52. Annual Performance-Based Cash Awards — The EIP

    | (2) The Ecovyst components of Mr. Whittleston’s EIP award were scored based on the 2025 goals and actual performance inclusive of discontinued operations. Mr. Whittleston’s aggregate EIP payment was derived based on achievement of the following components of the original goals: $47,424 based on achievement of 83.3% of the target payout for Ecovyst Adjusted EBITDA; $55,404 based on achievement of 60.7% of the target payout for AM&C segment Adjusted EBITDA; $72,048 based on achievement of 126.3% of the target payout for Ecovyst Adjusted Free Cash Flow; and $27,360 based on achievement of 120% of the target payout for AM&C segment HSE Perfect Days. |

  53. Long-Term Equity Based Incentive Awards

    Long-Term Equity Based Incentive Awards Since our IPO all of our equity-based awards have been granted under the 2017 Omnibus Incentive Plan or the 2017 Omnibus Incentive Plan, as amended and restated (collectively, the “2017 Plan”). Those awards have included time-vesting RSUs, time-vesting stock options, and performance-vesting PSUs tied to both financial performance and either absolute or relative TSR goals.

  54. Grants Made in 2025

    Grants Made in 2025 In December 2024, the Compensation Committee determined that it was advisable to grant annual long-term equity incentive awards to its NEOs in 2025. Equity incentive awards continued to be made in a combination of time-vesting RSUs and performance-vesting PSUs, and effective in 2025 the Compensation Committee approved the alignment of the equity mix for all NEOs. Target award values were set with reference to market data and performance, and ranged from -30% to +33% of the prior year target value. RSUs, weighted at 40% of the target value, and the PSUs, weighted at 60% of the target value, were granted on February 3, 2025.

  55. Grants Made in 2025

    | Executive(1) | Approved Award Values | Number of PSUs Awarded at Target | Number of RSUs Awarded | Grant Date Fair Value(2) | | Kurt J. Bitting | $3,000,000 | 231,065 | 154,044 | $3,347,752 | | Michael Feehan | $500,000 | 38,511 | 25,674 | $557,960 | | Joseph S. Koscinski | $700,000 | 53,915 | 35,944 | $781,144 | | Paul Whittleston(3) | $450,000 | 34,659 | 23,107 | $644,311 |

  56. Grants Made in 2025

    | (1) Mr. Vann also received an annual long-term incentive award during the year, with an approved target value of $400,000. In accordance with his separation terms, Mr. Vann forfeited a pro-rata portion of his outstanding 2025 PSUs and all of his 2025 RSUs on his separation date. The outstanding PSUs remain subject to the same performance conditions and vesting dates as applicable to other award holders. |

  57. Grants Made in 2025

    | (2) In determining the number of PSUs and RSUs to award, each NEO’s respective target value is converted by multiplying the total value by the applicable vehicle weighting, and dividing by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The grant date fair values shown above, and in the Summary Compensation and Grants of Plan Based Awards tables below are calculated in accordance with ASC 718. |

  58. Grants Made in 2025

    | (3) In accordance with his separation terms, Mr. Whittleston forfeited a pro-rata portion of his outstanding 2025 PSUs on his separation date, which remain subject to the same performance conditions and vesting dates as applicable to other award holders. He also forfeited a portion of his RSUs in accordance with the terms of the AM&C transaction. See notes 8 and 9 to the 2025 Outstanding Equity Awards at Fiscal Year End table below. |

  59. 2025 Performance Stock Units

    2025 Performance Stock Units Awards made in 2025 continue to be subject to a combination of equally weighted cumulative Adjusted EBITDA and relative TSR performance metrics.

  60. 2025 Performance Stock Units

    | Metric | Definition | Reason for Inclusion in the PSU Metrics | | Cumulative Adjusted EBITDA | EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) the impact of certain non-cash, non-recurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (ii) depreciation, amortization and interest of our 50% share of the AM&C segment’s Zeolyst joint venture. Cumulative Adjusted EBITDA is the sum of the amounts of the Company’s Adjusted EBITDA in each year of the three-year performance period. | Adjusted EBITDA is the most significant indicator of financial operating performance for the Company. Setting cumulative goals aligns outcomes with sustained improvements over the three-year performance period, complementing the EIP which looks at annual performance. | | Relative TSR | TSR delivered over the three-year performance period from January 1, 2025 to December 31, 2027 calculated using a twenty-trading day average price at the beginning and end of the period, relative to the constituents of the S&P 1500 Specialty Chemicals Index at the start of the performance period. | Relative TSR objectively measures our relative success in delivering market competitive returns to stockholders. |

  61. 2025 Performance Stock Units

    The Compensation Committee selected the S&P 1500 Specialty Chemicals Index constituents for the purpose of assessing relative TSR performance, as it represents a group of industry companies subject to similar market conditions. Payouts are linear between threshold and target, and between target and maximum. No payout is earned for performance below the threshold goal in respect of either metric. Achieving threshold results in a payout of 50% of target; achieving maximum results in a payout of 200% of target. The threshold, target and maximum goals for the relative TSR metric were set at ranking at the 25th percentile, 50th percentile and 75th percentile, respectively.

  62. Outstanding 2024 and 2025 Performance Stock Unit Awards

    Outstanding 2024 and 2025 Performance Stock Unit Awards In the first quarter of 2026, the Compensation Committee approved adjustments to the 2024 – 2026 and 2025 – 2028 cumulative Adjusted EBITDA goals. The terms of the PSU award agreements and the 2017 Plan provide that the Compensation Committee may make adjustments to the thresholds, targets and maximums in in the event of the Company’s acquisition or divestiture of an entity, business, or product line, or any capital market transactions including debt refinancings or equity offerings. After the Company’s divestiture of the AM&C segment on December 31, 2025 and the use of $465 million of the $530 million in sale proceeds to pay down the Company’s long-term debt, the original cumulative Adjusted EBITDA goals — which included anticipated contributions from the AM&C segment — ceased to provide meaningful metrics on which the Company’s performance during the remainder of the performance periods could be assessed. The Compensation Committee determined that the cumulative Adjusted EBITDA goals from January 1, 2026 onwards would be adjusted based on applying the original growth rates at threshold, target and maximum to the 2025 continuing operations Adjusted EBITDA. Actual performance will be similarly calculated following the conclusion of the three-year performance periods, along with the performance in relation to the unadjusted three-year relative TSR goals. The cumulative Adjusted EBITDA goals and actual performance for each metric will be disclosed in 2027 and 2028, following the conclusion of each three-year performance period and the Compensation Committee’s assessment of performance metric attainment.

  63. Outstanding 2024 and 2025 Performance Stock Unit Awards

    | 40 | | 2026 PROXY STATEMENT |

  64. 2025 Restricted Stock Units

    2025 Restricted Stock Units Consistent with prior years, 2025 RSU grants vest ratably in equal annual installments on the first, second and third anniversary of the date of grant, generally subject to continued service.

  65. Assessment of 2023 Performance Stock Unit Achievement

    Assessment of 2023 Performance Stock Unit Achievement At the conclusion of 2025, the three-year performance period ended for PSUs awarded in 2023. Awards were subject to an absolute TSR performance metric. As shown below the challenging performance threshold was not achieved resulting in awards being forfeited in full.

  66. Assessment of 2023 Performance Stock Unit Achievement

    | Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Payout | | Absolute TSR (Stock price on December 31, 2025) | 100% | $10.45 | $11.52 | $15.95 | $9.73 | 0% |

  67. Assessment of 2023 Performance Stock Unit Achievement

    As a result, the following 2023 PSUs were not earned by the NEOs as follows:

  68. Assessment of 2023 Performance Stock Unit Achievement

    | Executive(1) | Number of PSUs Awarded | Number of PSUs Earned | | Kurt J. Bitting(2) | 198,170 | 0 | | Michael Feehan | 50,813 | 0 | | Joseph S. Koscinski | 60,975 | 0 | | Paul Whittleston | 33,028 | 0 |

  69. Assessment of 2023 Performance Stock Unit Achievement

    | (1) Mr. Vann also forfeited his outstanding 2023 PSUs. |

  70. Assessment of 2023 Performance Stock Unit Achievement

    | (2) Mr. Bitting’s PSUs consist of two awards made in January 2023. Both awards were subject to the same absolute TSR performance goals described above. |

  71. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”) and we do not time the release of MNPI based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take MNPI into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs. During 2025, we did not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

  72. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Messrs. Bitting, Feehan, and Koscinski are each party to a severance agreement that provides them with severance protections and benefits in the event of certain qualifying terminations of employment. Messrs. Vann and Whittleston were covered by the Amended and Restated Severance Plan of Ecovyst Catalyst Technologies LLC, first effective as of January 1, 2020 (the “Severance Plan”), and they did not have a separate severance agreement with the Company. Mr. Vann is a party to a Separation and Transition Agreement and in connection with his involuntary termination without cause, separation payments to Mr. Vann were made in accordance with the terms of the aforementioned Severance Plan without adjustment and the terms of such agreement. The material terms of the severance agreements with our NEOs are described below under “Potential Payments Upon Termination or Change in Control–Cash Severance ”.

  73. Compensation Actions Applicable to Mr. Whittleston

    Compensation Actions Applicable to Mr. Whittleston On December 10, 2024, the Compensation Committee approved a retention bonus program for select participants, including Mr. Whittleston, in connection with the strategic review process for the Company’s AM&C segment. Under this program, in the event of a sale of the segment in a single transaction on or prior to December 31, 2025, Mr. Whittleston was entitled to an amount equal to 1.5 times his base salary, payable in two equal cash installments, generally subject to continued employment and the closing of a sale transaction. On December 8, 2025, the Compensation Committee approved an increase in Mr. Whittleston’s multiple to 1.75, with the incremental 0.25 times his base salary payable following the successful closing of a sale transaction. Mr. Whittleston became entitled to these payments following completion of the sale transaction on December 31, 2025 in accordance with the agreed terms. In addition, Mr Whittleston was covered by a negotiated term in the Stock Purchase Agreement that provided any outstanding RSUs which were due to vest by April 30, 2026 would continue to follow their initial vesting schedule as long as he remained employed. This term was negotiated in respect of all AM&C segment RSU award recipients and was not specific to Mr. Whittleston.

  74. Annual Performance-Based Cash Awards – The EIP

    Annual Performance-Based Cash Awards – The EIP There were no changes to the target EIP awards as a percentage of salary for any NEO. The Compensation Committee set the 2026 EIP metrics and their associated weightings to be the same as 2025.

  75. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards Target values were set with reference to market data and performance, and ranged from -10% to 0% of the prior year target value. There were no changes to the target equity mix or PSU performance metrics relative to 2025.

  76. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth certain information with respect to compensation earned by or paid to our NEOs for the year ended December 31, 2025, and where applicable, the years ended December 31, 2024 and December 31, 2023.

  77. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mr. Bitting Chief Executive Officer | 2025 | 750,000 | 3,347,752 | 804,000 | 90,688 | 4,992,440 | | | 2024 | 700,000 | 2,761,375 | 574,971 | 55,770 | 4,092,116 | | | 2023 | 700,000 | 3,481,553 | 45,500 | 441,970 | 4,669,022 | | Mr. Feehan Chief Financial Officer | 2025 | 430,000 | 557,960 | 345,720 | 38,110 | 1,371,790 | | | 2024 | 400,000 | 548,266 | 246,416 | 27,683 | 1,222,365 | | | 2023 | 400,000 | 1,123,475 | 19,500 | 123,635 | 1,666,610 | | Mr. Koscinski Chief Administrative Officer, Vice President, General Counsel, and Secretary | 2025 | 477,000 | 781,144 | 332,374 | 39,727 | 1,630,245 | | | 2024 | 446,250 | 1,096,523 | 238,247 | 29,571 | 1,810,591 | | | 2023 | 446,250 | 1,348,167 | 18,854 | 199,318 | 2,012,589 | | Mr. Vann(4) Former Vice President and President, Ecoservices | 2025 | 390,000 | 446,367 | 152,400 | 270,853 | 1,259,620 | | | 2024 | 365,000 | 328,956 | 184,878 | 25,455 | 904,289 | | | 2023 | 365,000 | 730,259 | — | 31,122 | 1,126,381 | | Mr. Whittleson(5) Former Vice President and President, Advanced Materials & Catalysts | 2025 | 380,000 | 750,507 | 202,236 | 30,612 | 1,363,355 | | | 2024 | 365,000 | 493,433 | 110,179 | 68,888 | 1,037,500 | | | 2023 | 325,000 | 730,259 | 115,202 | 236,972 | 1,407,433 |

  78. 2025 Summary Compensation Table

    | (1) The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Bitting, Feehan, Koscinski, Vann, and Whittleston in 2025, 2024, and 2023, computed in accordance with FASB ASC Topic 718, in each case, disregarding the effects of estimated forfeitures. These amounts reflect our cumulative accounting expense over the vesting period, disregarding the effects of estimated forfeitures, and do not correspond to the actual value that may be realized by the NEOs. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 20 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2025, Note 21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2024, and Note 23 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2023. With respect to the PSUs, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. For PSUs, the aggregate grant date fair value of these awards assumes performance at 100% of target. The aggregate grant date fair value of the PSU awards assuming the maximum level of performance is achieved, is: Mr. Bitting’s 2025 grant, $4,295,498; Mr. Feehan’s 2025 grant, $715,919; Mr. Koscinski’s 2025 grant, $1,002,280; Mr. Vann’s 2025 grant, $572,721; Mr. Whittleston’s 2025 grant, $644,311. This column also includes the incremental value of the RSUs granted to Mr. Whittleston in 2023, 2024, and 2025 that were considered modified for accounting purposes following the closing of the AM&C transaction on December 31, 2025. See note 3 to the 2025 Grants of Plan-Based Awards table below. |

  79. 2025 Summary Compensation Table

    | (2) The amounts reported in this column represent the annual cash performance-based bonuses earned by our NEOs under the EIP in 2025, 2024 and 2023 as a result of the achievement of certain Company performance objectives, as described above. |

  80. 2025 Summary Compensation Table

    | (3) The amounts shown in the All Other Compensation column for 2025, 2024, and 2023, include the amounts shown below in the All Other Compensation table. |

  81. 2025 Summary Compensation Table

    | (4) Mr. Vann’s employment with the Company was terminated without cause on August 8, 2025. Pursuant to the Severance Plan and his Transition and Separation Agreement, Mr. Vann became entitled to receive two weeks pay in lieu of notice ($15,000), 58 weeks of severance pay ($435,000), an amount equal to his 2025 target annual bonus ($234,000) and an additional pro rata 2025 annual target bonus payment ($27,000), paid in equal installments over the severance period in accordance with the Company’s normal payroll practices and less taxes and other withholdings. |

  82. 2025 Summary Compensation Table

    | (5) Mr. Whittleston employment with the Company terminated on December 31, 2025, the date of the completion of the sale of AM&C segment to Technip Energies N.V. |

  83. 2025 Summary Compensation Table

    | 2026 PROXY STATEMENT | | 45 |

  84. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table summarizes plan-based awards granted to our NEOs for the year ended December 31, 2025.

  85. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Bitting | EIP | — | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | | | RSU Grant | 2/3/2025 | — | — | — | — | — | — | 154,044 | 1,200,003 | | | PSU Grant | 2/3/2025 | — | — | — | 115,533 | 231,065 | 462,130 | — | | | Mr. Feehan | EIP | — | 161,250 | 322,500 | 645,000 | — | — | — | — | — | | | RSU Grant | 2/3/2025 | — | — | — | — | — | — | 25,674 | 200,000 | | | PSU Grant | 2/3/2025 | — | — | — | 19,256 | 38,511 | 77,022 | — | | | Mr. Koscinski | EIP | — | 155,025 | 310,050 | 620,100 | — | — | — | — | — | | | RSU Grant | 2/3/2025 | — | — | — | — | — | — | 35,944 | 280,004 | | | PSU Grant | 2/3/2025 | — | — | — | 26,958 | 53,915 | 107,830 | — | | | Mr. Vann | EIP | — | 117,000 | 234,000 | 468,000 | — | — | — | — | — | | | RSU Grant | 2/3/2025 | — | — | — | — | — | — | 20,540 | 160,007 | | | PSU Grant | 2/3/2025 | — | — | — | 15,404 | 30,808 | 61,616 | — | | | Mr. Whittleston | EIP | — | 114,000 | 228,000 | 456,000 | — | — | — | — | — | | | RSU Grant | 2/3/2025 | — | — | — | — | — | — | 23,107 | 180,004 | | | PSU Grant | 2/3/2025 | — | — | — | 17,330 | 34,659 | 69,318 | — | | | | 2023 RSU Modification | 12/31/2025 | — | — | — | — | — | — | 11,011 | 107,137 | | | 2024 RSU Modification | 12/31/2025 | — | — | — | — | — | — | 6,811 | 66,271 | | | 2025 RSU Modification | 12/31/2025 | — | — | — | — | — | — | 7,702 | 74,940 |

  86. 2025 Grants of Plan-Based Awards

    | (1) Represents potential payments pursuant to the EIP, the Company’s performance-based annual bonus plan. Actual amounts earned by the NEO under the EIP with respect to 2025 are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  87. 2025 Grants of Plan-Based Awards

    | (2) Represents grants made to the NEOs of PSUs that will vest in February 2028 subject to achievement of TSR performance over the three-year performance period ending December 31, 2027 described above under “Long-Term Equity Based Incentive Awards” in the Compensation Discussion and Analysis, generally subject to continued service through the applicable vesting date. Depending on the level of achievement of the performance goals, an amount ranging from 0% to 200% of the target number of PSUs granted may actually be earned. |

  88. 2025 Grants of Plan-Based Awards

    | (3) Represents grants made to the NEOs of RSUs that vest in three equal annual installments beginning on February 3, 2026, generally subject to continued service through the applicable vesting date. This column also includes the number of RSUs granted to Mr. Whittleston in 2023, 2024, and 2025 that were considered modified for accounting purposes because, in accordance with the terms of the AM&C transaction, RSUs held by AM&C employees, including Mr. Whittleston, that were scheduled to vest on or before April 30, 2026 and that would have been forfeited upon the employees’ separation from the Company at the closing of the AM&C transaction were permitted to vest, subject to their continued employment with the AM&C business through the vesting dates. No additional RSUs were granted as a result of the modification. |

  89. 2025 Grants of Plan-Based Awards

    | (4) Amounts shown reflect the aggregate grant date fair value of the equity awards granted in 2025, determined in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. See note 1 to the Summary Compensation Table above. This column also includes the incremental value of the RSUs granted to Mr. Whittleston in 2023, 2024, and 2025 that were considered modified for accounting purposes following the closing of the AM&C transaction on December 31, 2025. See note 3 above. |

  90. 2025 Grants of Plan-Based Awards

    | 2026 PROXY STATEMENT | | 47 |

  91. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025.

  92. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(9) | Option Expiration Date | Number of Shares or Units of Stock That have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(10) | | Mr. Bitting | | | | | | | | | | | | | 5/4/2016(1) | 38,064 | — | — | 3.04 | 5/4/2026 | — | — | — | — | | | 1/16/2023(2) | — | — | — | — | — | 35,570 | 346,096 | — | — | | | 1/22/2024(3) | — | — | — | — | — | 66,213 | 644,252 | — | — | | | 1/22/2024(4) | — | — | — | — | — | — | — | 184,449 | 1,794,689 | | | 2/3/2025(5) | — | — | — | — | — | 154,044 | 1,498,848 | — | — | | | 2/3/2025(6) | — | — | — | — | — | — | — | 231,065 | 2,248,262 | | Mr. Feehan | | | | | | | | | | | | | 1/15/2017 | 6,620 | — | — | 3.98 | 1/15/2027 | — | — | — | — | | | 1/16/2023(2) | — | — | — | — | — | 16,939 | 164,816 | — | — | | | 1/22/2024(3) | — | — | — | — | — | 15,135 | 147,264 | — | — | | | 1/22/2024(4) | — | — | — | — | — | — | — | 34,052 | 331,326 | | | 2/3/2025(5) | — | — | — | — | — | 25,674 | 249,808 | — | — | | | 2/3/2025(6) | — | — | — | — | — | — | | 38,511 | 374,712 | | Mr. Koscinski | | | | | | | | | | | | | 10/2/2017 | 37,175 | — | — | 11.97 | 10/2/2027 | — | — | — | — | | | 10/2/2017 | 18,587 | — | — | 11.97 | 10/2/2027 | — | — | — | — | | | 1/16/2023(2) | — | — | — | — | — | 20,326 | 197,772 | — | — | | | 1/22/2024(3) | — | — | — | — | — | 30,269 | 294,517 | — | — | | | 1/22/2024(4) | — | — | — | — | — | — | — | 68,104 | 662,652 | | | 2/3/2025(5) | — | — | — | — | — | 35,944 | 349,735 | — | — | | | 2/3/2025(6) | — | — | — | — | — | — | — | 53,915 | 524,593 | | Mr. Vann(7) | | | | | | | | | | | | | 1/22/2024(4) | — | — | — | — | — | — | — | 10,971 | 106,748 | | | 2/3/2025(6) | — | — | — | — | — | — | — | 6,274 | 61,046 | | Mr. Whittleston(8) | | | | | | | | | | | | | 1/16/2023(2) | — | — | — | — | — | 11,011 | 107,137 | — | — | | | 1/22/2024(3) | — | — | — | — | — | 6,811 | 66,271 | — | — | | | 1/22/2024(4) | — | — | — | — | — | — | — | 20,431 | 198,794 | | | 2/3/2025(5) | — | — | — | — | — | 7,702 | 74,940 | | | | | 2/3/2025(6) | — | — | — | — | — | — | — | 11,553 | 112,411 |

  93. 2025 Outstanding Equity Awards at Fiscal Year End

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

  94. 2025 Outstanding Equity Awards at Fiscal Year End

    | (2) Time-based RSUs vested in three equal annual installments beginning on January 16, 2024, generally provided that the NEO is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  95. 2025 Outstanding Equity Awards at Fiscal Year End

    | (3) Time-based RSUs vest in three equal annual installments beginning on January 22, 2025, generally provided that the NEO is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  96. 2025 Outstanding Equity Awards at Fiscal Year End

    | (4) PSUs will vest at the end of the performance period, December 31, 2026, subject to the achievement of performance goals between the period of January 1, 2024 and December 31, 2026, generally provided the NEO is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |

  97. 2025 Outstanding Equity Awards at Fiscal Year End

    | (5) Time-based RSUs will vest in three equal annual installments beginning on February 3, 2026, generally provided that the NEO is still providing services on the applicable vesting date to us or one of our subsidiaries. |

  98. 2025 Outstanding Equity Awards at Fiscal Year End

    | 48 | | 2026 PROXY STATEMENT |

  99. 2025 Outstanding Equity Awards at Fiscal Year End

    | (6) PSUs will vest at the end of the performance period, December 31, 2027, subject to the achievement of performance goals between the period of January 1, 2025 and December 31, 2027, generally provided the NEO is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. |

  100. 2025 Outstanding Equity Awards at Fiscal Year End

    | (7) In connection with his involuntary termination without cause effective August 11, 2025, Mr. Vann forfeited 11,011 RSUs and 4,283 PSUs granted on January 16, 2023, and 9,081 RSUs and 9,460 PSUs granted on January 22, 2024, and 20,540 and 24,534 PSUs granted on February 3, 2025. |

  101. 2025 Outstanding Equity Awards at Fiscal Year End

    | (8) In connection with his separation from the Company upon the completion of the sale of AM&C segment to Technip Energies N.V., on December 31, 2025 Mr. Whittleston forfeited 6,811 RSUs and 10,215 PSUs granted on January 22, 2024, and 15,405 RSUs and 23,106 PSUs granted on February 3, 2025. |

  102. 2025 Outstanding Equity Awards at Fiscal Year End

    | (9) On September 28, 2017, the option exercise prices of outstanding option awards were adjusted in connection with a prior corporate reorganization. On December 14, 2020, our Board authorized a reduction in the per share option exercise prices of outstanding option awards by $1.80, the amount per share of a special dividend declared by the Board. On August 2, 2021, our Board authorized a further reduction in the per share option exercise prices of outstanding option awards by $3.20, the amount per share of a special dividend declared by the Board. |

  103. 2025 Outstanding Equity Awards at Fiscal Year End

    | (10) Fair market value has been determined based on the fair market value per share of our Common Stock of $9.73, which was the closing price of a share of our Common Stock as of December 31, 2025. |

  104. 2025 Outstanding Equity Awards at Fiscal Year End

    | 2026 PROXY STATEMENT | | 49 |

  105. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows amounts realized by our NEOs upon the exercise of options and the vesting of RSUs and PSUs during the year ended December 31, 2025.

  106. Option Exercises and Stock Vested in 2025

    | | Option Exercises | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Mr. Bitting | — | — | 92,971 | 727,777 | | Mr. Feehan | — | — | 48,800 | 379,995 | | Mr. Koscinski | — | — | 59,755 | 466,503 | | Mr. Vann | — | — | 15,549 | 121,513 | | Mr. Whittleston | — | — | 17,819 | 139,582 |

  107. Option Exercises and Stock Vested in 2025

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

  108. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation All of our NEOs participate in the PRA SERP. The PRA SERP is an excess benefit plan designed to provide supplemental Personal Retirement Account contributions that cannot be provided under our 401(k) plan due to Code limits. The plan is administered by a committee appointed by the board of directors of Ecovyst Catalyst Technologies LLC. Contributions — There are no executive contributions under the PRA SERP. Each plan year, we credit to participant accounts under the PRA SERP the excess of (a) the amount that would have been credited for that year to the participant’s Personal Retirement Account under our 401(k) plan disregarding the dollar limits imposed by the Code for maximum annual compensation over (b) the amount that was actually so credited. The plan administrator may from time to time also elect to make special contributions to participant accounts. Earning and losses — Participant accounts are deemed to be invested in Vanguard target retirement funds based on a participant’s age. At the end of each calendar quarter, we adjust participant accounts with earnings/losses equal to that calendar quarter’s return for the applicable target retirement fund. Vesting and distributions — Participants vest in their accounts under the PRA SERP upon completion of three years of service or, if earlier, upon the participant’s death or disability or a change in control. The value of a participant’s vested account balance is paid in a lump sum on the first to occur of the participant’s separation from service or disability, provided that distributions to “key employees” within the meaning of Section 416(i) of the Code as of the date of the participant’s separation from service will not be made until six months after the participant’s separation from service or, if earlier, the participant’s death. The following table provides information regarding participation by our NEOs in the PRA SERP during the year ended December 31, 2025.

  109. Nonqualified Deferred Compensation

    | 50 | | 2026 PROXY STATEMENT |

  110. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Mr. Bitting | — | 58,498 | 36,542 | — | 231,075 | | Mr. Feehan | — | 13,057 | 13,836 | — | 87,574 | | Mr. Koscinski | — | 14,610 | 20,278 | — | 170,729 | | Mr. Vann | — | 0 | 1,110 | — | 9,272 | | Mr. Whittleston | — | 5,607 | 1,530 | — | 9,616 |

  111. Nonqualified Deferred Compensation

    | (1) Represents Company contributions with respect to 2025 that were credited in 2026. These amounts are included in the “All Other Compensation” column of the “Summary Compensation Table” above. |

  112. Nonqualified Deferred Compensation

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

  113. Nonqualified Deferred Compensation

    | (3) Represents balances under the PRA SERP plan as of December 31, 2025 and does not include amounts attributable to Company contributions made with respect to 2025 but not credited until 2026. |

  114. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  115. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below. The median of the annual total compensation of all employees in our Company for 2025, except for our CEO, was $154,213. The total annualized compensation for our CEO for 2025 was $4,992,440. The resulting 2025 ratio of annual total compensation of our CEO to the median of the annual total compensation of all our other employees is estimated to be 30.65:1. We chose a measurement date of December 31, 2025 for identifying our median employee. We examined the annual base salary or base rate of pay of all our employees, excluding our CEO, who were employed by us on December 31, 2025. We included all U.S. and non-U.S. employees who worked full-time, part-time or as interns. The use of annual base salary or base rate of pay is a consistently applied compensation measure that we believe reasonably reflects the compensation for our employee population. In the case where a full-time or a regular scheduled part-time employee was employed on December 31, 2025, but was not employed by the Company for all of 2025, the base salary or base rate of pay was annualized. Regular scheduled part-time employees were not converted into full-time equivalents. Annual base salary or base rate of pay, as applicable, includes shift premium, vacation and paid sick time. The base salaries or base rates of pay of non-U.S. employees were converted into U.S. dollars using the Company’s internal year to date average exchange rates. After identifying the median employee based on the above methodology, we calculated that individual’s total annual compensation using the same methodology set forth in the 2025 Summary Compensation Table in this Proxy Statement. We believe that the ratio of CEO Compensation to that of this median employee is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  116. CEO Pay Ratio

    | 54 | | 2026 PROXY STATEMENT |

  117. Pay vs. Performance

    Pay vs. Performance

  118. Pay vs. Performance

    | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(1)(2) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | Net Income ($ Thousands) | Adjusted EBITDA ($ Thousands) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(5) | | | | 2025 | $4,992,440 | N/A | $7,909,365 | N/A | $1,406,253 | $1,566,083 | $84 | $103 | ($71,100) | $172,000(6) | | 2024 | $4,092,116 | N/A | $1,213,158 | N/A | $1,243,731 | $524,539 | $66 | $105 | ($6,700) | $238,200 | | 2023 | $4,669,022 | N/A | $4,385,674 | N/A | $1,553,253 | $1,574,071 | $85 | $108 | $71,200 | $259,900 | | 2022 | $8,958,314 | $4,378,660 | ($306,892) | $3,755,039 | $2,232,721 | $1,293,593 | $77 | $97 | $69,800 | $276,800 | | 2021 | $8,953,055 | N/A | $7,292,777 | N/A | $2,421,693 | $2,056,217 | $89 | $117 | $1,800 | $227,600 |

  119. Pay vs. Performance

    | (1) The Principal Executive Officer (“PEO”) for 2023 ,2024, and 2025 was Kurt J. Bitting, Chief Executive Officer and he is referenced as the “First PEO” for 2023, 2024, 2025 in the charts in this section. The PEO for 2021, and 2022 was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022), and he is referenced as the “First PEO” for 2021 and 2022 in the charts in this section. Mr. Bitting became our Chief Executive Officer effective April 25, 2022 and is referenced as the “Second PEO” for 2022 in the charts in this section. |

  120. Pay vs. Performance

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

  121. Pay vs. Performance

    | (3) The non-PEO NEOs for 2021 through 2025 and their respective titles during such year were as follows: |

  122. Pay vs. Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Thomas Schneberger, Vice President and President – Catalyst Technologies | Michael Feehan, Vice President and Chief Financial Officer | Michael Feehan, Vice President and Chief Financial Officer | Michael Feehan, Vice President and Chief Financial Officer | Michael Feehan, Vice President and Chief Financial Officer | | Kurt Bitting, Vice President and President – Ecoservices | Joseph S. Koscinski, Vice President, General Counsel and Secretary | Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary | Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary | Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary | | Michael Feehan, Vice President and Chief Financial Officer | George L. Vann, Jr., Vice President and President – Ecoservices | George L. Vann, Jr., Vice President and President – Ecoservices | George L. Vann, Jr., Vice President and President – Ecoservices | George L. Vann, Jr., Former Vice President and President – Ecoservices | | Joseph S. Koscinski, Vice President, General Counsel and Secretary | Paul Whittleston, Vice President – Strategy and Business Development | Paul Whittleston, Vice President and President – Catalyst Technologies | Paul Whittleston, Vice President and President – Catalyst Technologies | Paul Whittleston, Former Vice President and President – Advanced Materials and Catalysts | | Albert F. Beninati, Jr., Vice President and President – Performance Chemicals | Thomas Schneberger, President of Ecovyst and President – Catalyst Technologies | | | | | Michael Crews, Executive Vice President and Chief Financial Officer | | | | |

  123. Pay vs. Performance

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

  124. Pay vs. Performance

    | (5) The peer group for 2025 used in this calculation is defined as the “2025 Compensation Peer Group” on page 36. The adjustments to the peer group for 2025 approved in October 2024 were the removal of Chase Corporation, GCP Applied Technologies and Livent following their acquisition, the removal of NN, Inc. and CSW Industrials, Inc. given limited industry relevance, and the addition of AirBoss of America Corp. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated. |

  125. Pay vs. Performance

    | 2026 PROXY STATEMENT | | 55 |

  126. Pay vs. Performance

    | (6) The amount represents results from continuing operations. |

  127. Pay vs. Performance

    | Year | Summary Compensation Table Total for First PEO | Exclusion of Stock Awards and Option Awards for First PEO | Inclusion of Equity Values for First PEO | Compensation Actually Paid to First PEO | | | (a) | (b) | (c) | (d) | | 2025 | $4,992,440 | ($3,347,752) | $6,264,677 | $7,909,365 | | 2024 | $4,092,116 | ($2,761,375) | ($117,583) | $1,213,158 | | 2023 | $4,669,022 | ($3,481,553) | $3,198,205 | $4,385,674 | | 2022 | $8,958,314 | ($5,869,774) | ($3,395,432) | ($306,892) | | 2021 | $8,953,055 | ($6,000,007) | $4,339,729 | $7,292,777 |

  128. Pay vs. Performance

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

  129. Pay vs. Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1) | | | (a) | (b) | (c) | (d) | | 2025 | $1,406,253 | ($633,995) | $793,826 | $1,566,083 | | 2024 | $1,243,731 | ($616,794) | ($102,398) | $524,539 | | 2023 | $1,553,253 | ($983,040) | $1,003,858 | $1,574,071 | | 2022 | $2,232,721 | ($1,498,620) | $559,493 | $1,293,593 | | 2021 | $2,421,693 | ($1,333,333) | $967,858 | $2,056,217 |

  130. Pay vs. Performance

    | (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d). Instances in which the figure in column (d) does not align with the total sum of columns (a), (b) and (c) is the result of rounding the other columns to the nearest whole dollar. |

  131. Pay vs. Performance

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

  132. Pay vs. Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for First PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for First PEO | Total Inclusion of Equity Values for First PEO(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $4,556,797 | $2,072,263 | — | $11,283 | ($375,666) | — | $6,264,677 | | 2024 | $1,449,715 | ($1,317,798) | — | ($38,816) | ($210,685) | — | ($117,583) | | 2023 | $3,046,036 | ($119,368) | — | $433,439 | ($161,902) | — | $3,198,205 | | 2022 | $52,192 | ($254,446) | — | $34,177 | ($3,227,355) | — | ($3,395,432) | | 2021 | $5,150,840 | ($858,578) | — | $47,466 | — | — | $4,339,729 |

  133. Pay vs. Performance

    | 56 | | 2026 PROXY STATEMENT |

  134. Pay vs. Performance

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

  135. Pay vs. Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included for Non-PEO NEOs | Average Total Inclusion of Equity Values for Non-PEO NEOs(1) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $519,349 | $436,678 | — | $4,059 | ($166,260) | — | $793,826 | | 2024 | $338,619 | ($334,200) | — | ($17,275) | ($89,542) | — | ($102,398) | | 2023 | $883,892 | ($31,121) | — | $201,003 | ($49,916) | — | $1,003,858 | | 2022 | $811,571 | ($51,158) | — | $840 | ($201,761) | — | $559,493 | | 2021 | $1,109,321 | ($148,209) | — | $6,746 | — | — | $967,858 |

  136. Pay vs. Performance

    | (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). Instances in which the figure in column (g) does not align with the total sum of columns (a), (b), (c), (d), (e) and (f) is the result of rounding the other columns to the nearest whole number. |

  137. Pay vs. Performance

    * Assumes $100 invested at market close of December 31, 2021 in stock or index, including reinvestment of dividends

  138. Pay vs. Performance

    | 2026 PROXY STATEMENT | | 57 |

  139. Pay vs. Performance

    * Assumes $100 invested at market close of December 31, 2021 in stock or index, including reinvestment of dividends.

  140. Pay vs. Performance

    | 58 | | 2026 PROXY STATEMENT |