DEF 14A of Cabot Corp, Jan 26, 2024

DEF 14A of Cabot Corp

Filed Jan 26, 2024 · FY20230001193125-24-016506

Open on EDGAR

  1. What if there are more votes “AGAINST” a nominee for director than votes “FOR”?

    What if there are more votes “AGAINST” a nominee for director than votes “FOR”? Each of the nominees is an incumbent director who has tendered a conditional resignation that is effective upon (i) the failure to receive a majority of the votes cast for his or her re-election at the 2024 Annual Meeting and (ii) the Board’s acceptance of this resignation. The Governance and Nominating Committee of the Board of Directors (the “Governance Committee”) would be responsible for initially considering the resignation and making a recommendation to the Board of Directors. The director whose resignation is under consideration is expected to abstain from participating in any decision regarding his or her resignation. The Governance Committee may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If the resignation is not accepted, the director will continue to serve until his or her successor is elected and qualified.

  2. Members

    Members

  3. Members

    | Sue H. Rataj, Chair* | Michael M. Morrow* | Frank A. Wilson | | Juan Enriquez | Matthias L. Wolfgruber | |

  4. Members

    * Mr. Morrow is expected to be elected Chair of this Committee upon Ms. Rataj’s retirement from the Board.

  5. Procedures for Stockholders to Recommend Director Nominees

    Procedures for Stockholders to Recommend Director Nominees The Governance Committee has a policy with respect to the submission of recommendations by stockholders of candidates for director nominees, which is available on our website at www.cabotcorp.com under the heading “Company— About Cabot—Governance—Resources”. A stockholder wishing to recommend a candidate must submit the recom- mendation by a date no later than the 120th calendar day before the first anniversary of the date that Cabot released its proxy statement to stockholders in connection with the previous year’s annual meeting. Recommendations should be submitted to the Company’s Secretary in writing at Cabot Corporation, Two Seaport Lane, Suite 1400, Boston, Massachusetts 02210. The notice to the Secretary should include all information about the candidate that Cabot would be required to disclose in a proxy statement in accordance with Securities and Exchange Act rules or as required by the Company’s by-laws, consent of the candidate to serve on the Board of Directors, if nominated and elected, and agreement of the candidate to complete, upon request, questionnaires customary for Cabot directors and to comply with applicable Company policies. Governance Proposal 1 — Election of Directors

  6. Board of Directors

    Board of Directors Our Board of Directors currently has twelve members and is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Three directors are proposed to be elected at the 2024 Annual Meeting. The terms of Cynthia A. Arnold, Douglas G. Del Grosso, and Christine Y. Yan expire at the 2024 Annual Meeting and our Board of Directors has nominated each of them for a three-year term that will expire at the annual meeting in 2027. All of them are current directors and have been elected by stockholders at previous annual meetings. As previously disclosed, Sue H. Rataj, whose term of office expires at the 2025 Annual Meeting, has decided to retire from the Board effective May 31, 2024. Upon the election of the nominated directors, and following Ms. Rataj’s retirement, Cabot’s Board of Directors will have eleven members. We expect that all of the nominees will be available for election, but if any of the nominees are not available at the time of the 2024 Annual Meeting, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, if no substitute nominees are identified by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than three nominees.

  7. Certain Information Regarding Directors

    Certain Information Regarding Directors

  8. Certain Information Regarding Directors

    | Cynthia A. Arnold (Nominee for Election) | Director Since: 2018 Committee Memberships: SHE&S Term of Office Expires: 2024 Age: 65 Independent Business Experience: • Chief Technology Officer, The Valspar Corporation, a global paints and coatings company, January 2011 until retirement in July 2017 • Chief Technology Officer, Sun Chemical Corporation, a producer of inks, coatings and supplies, pigments, polymers, liquid compounds, solid compounds and application materials, 2004 to 2010 • Vice President of Coatings, Adhesives and Specialty Chemicals Technology, Eastman Chemical Company, a global advanced materials and specialty additives company, 2003 to 2004 Other Public Company Boards: • Director, Fluence, a global provider of energy storage products and services and digital applications for renewables and storage (October 2021 to present) • Member, Supervisory Board, Avantium N.V., a technology company in renewable chemistry (September 2020 to March 2022) Other Boards and Positions: • Director, Milliken & Company, a global diversified industrial company for specialty chemicals, performance materials and textiles (April 2018 to present) • Director, Citrine Informatics, an AI/machine learning software provider for chemical and material companies (2018 to present) Dr. Arnold has a depth of global experience in the specialty chemicals industry, particularly in technology and innovation, with an understanding of the value chains and markets in which Cabot participates. | | Douglas G. Del Grosso (Nominee for Election) | Director Since: 2020 Committee Memberships: SHE&S Term of Office Expires: 2024 Age: 62 Independent Business Experience: • President, Chief Executive Officer and Director, Adient, plc, a global manufacturer of automotive seating, October 2018 until retirement in December 2023 • President and Chief Executive Officer, Chassix, Holdings, Inc., a supplier of chassis, brake and powertrain components, from 2016 to 2018 • President and Chief Executive Officer, Henniges Automotive, a provider of sealing systems, anti-vibration components and encapsulated glass systems, from 2012 to 2015 • Vice President and General Manager, TRW Automotive, a supplier of automotive systems, modules and components, from 2007 to 2012 • President and Chief Operating Officer, Lear Corporation, a manufacturer of automotive seating and electrical distribution systems, from 2005 to 2007 Other Boards and Positions: • Trustee, The Committee for Economic Development of the Conference Board, a global, independent business membership and research organization working in the public interest (September 2022 to present) Mr. Del Grosso has significant leadership and global operational experience within the automotive sector and valuable experience in management, strategic planning, manufacturing, international business and marketing, and in risk management practices, including with respect to safety, health and environmental matters. |

  9. Certain Information Regarding Directors

    | Christine Y. Yan (Nominee for Election) | Director Since: 2019 Committee Memberships: Compensation Term of Office Expires: 2024 Age: 58 Independent Business Experience: • Stanley Black & Decker, a global leader in power tools, hand tools and storage solutions, engineered fastening systems and security services: • President, Asia, from 2014 to 2018 • President, Stanley Storage and Workspace Systems, from 2013 to 2014 • President Americas, Stanley Engineered Fastening, from 2008 to 2013 • President Global Automotive, Stanley Engineered Fastening, from 2006 to 2008 Other Public Company Boards: • Director, Modine Manufacturing Company, a thermal management company (2014 to present) • Director, onsemi, a provider of intelligent power and sensing technologies (2018 to present) • Director, Ansell Limited, a provider of protective industrial and medical gloves (2019 to present) Other Boards and Positions: • Operating Director, Ammega Group, B.V., a maker of conveyor and transmission belting for a variety of industries (January 2023 to present) Ms. Yan has extensive background in automotive, industrial and consumer markets with years of experience in global manufacturing and engineering, and significant experience with international business, particularly in Asia. | | Michael M. Morrow Non-Executive Chair of the Board | Director Since: 2017 Committee Memberships: Executive, Governance Term of Office Expires: 2025 Age: 68 Independent Business Experience: • Partner, PricewaterhouseCoopers, a public accounting firm, 1986 until retirement in June 2016, as audit partner, including with responsibility for assessing cybersecurity risk at various audit clients, and in various leadership and governance roles, including Lead Director of PwC’s U.S. Board of Partners • Consultant, PwC, June 2016 to June 2017 Other Boards and Positions: • Chair, Financial Accounting Standards Advisory Committee (FASAC), an advisory body to the Financial Accounting Standards Board (FASB) (beginning January 2020, and Member from January 2019 to present) • Member, Board of Visitors, Wake Forest University School of Business (2011 to 2017) • Member, Business Advisory Council, University of Rhode Island School of Business (2010 to 2015) Mr. Morrow has substantial expertise in accounting, finance and financial reporting matters, in risk management practices, including in the areas of cybersecurity and information systems, and significant leadership, business and corporate governance experience. |

  10. Certain Information Regarding Directors

    | Sue H. Rataj | Director Since: 2011 Committee Memberships: Executive (Chair), Governance (Chair) Term of Office Expires: 2025 Age: 67 Independent Business Experience: • Chief Executive, Petrochemicals for BP, a global energy company, April 2008 until retirement in April 2011 • Senior management positions with BP, including Group Vice President, Refining and Marketing, July 2007 to April 2008 Other Public Company Boards: • Director, Agilent Technologies, Inc., a global leader providing instruments, software and consumables to laboratories in the life sciences, diagnostics and applied chemical markets (2015 to present) • Supervisory Board Member, Bayer AG, a life science enterprise developing and manufacturing products in the pharmaceuticals, consumer health, animal health and crop science segments (2012 to 2017) Ms. Rataj has substantial leadership and strategic planning experience, significant expertise in industrial manufacturing operations, safety, health and environmental matters, risk management, R&D efforts, accounting and finance matters, particularly in the context of a global chemicals company, as well as extensive corporate governance experience. | | Michelle E. Williams | Director Since: 2023 Committee Memberships: Audit Term of Office Expires: 2025 Age: 62 Independent Business Experience: • Global Group President of Altuglas International, a manufacturer of polymethyl methacrylate (PMMA) and a subsidiary of Arkema S.A., a manufacturer of specialty chemicals and advanced materials (2015 to 2021) • Global Group President, Hydrogen Peroxide and Derivatives, Arkema S.A. (2011 to 2015) Other Public Company Boards: • Director, Brady Corporation, a manufacturer and supplier of identification solutions and workplace safety products (2019 to present) Dr. Williams has extensive experience in strategic planning, commercial and operational excellence, including in the area of safety, health and environmental matters, new business development, and innovation across diverse specialty chemicals and advanced materials industries. |

  11. Certain Information Regarding Directors

    | Frank A. Wilson | Director Since: 2018 Committee Memberships: Audit (Chair), Governance Term of Office Expires: 2025 Age: 65 Independent Business Experience: • Senior Vice President and Chief Financial Officer, PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, May 2009 until retirement in May 2018 • Finance, business development and investor relations leadership positions, Danaher Corporation, a life sciences and industrial conglomerate, 1997 to May 2009 Other Public Company Boards: • Director, Alkermes, a fully integrated, global biopharmaceutical company (September 2019 to present) • Director, Novanta, Inc., a technology partner to medical and advanced industrial OEMs (May 2021 to present) • Director, Sparton Corporation, a provider of design, development and manufacturing services for electromechanical devices (2015 to March 2018) Other Boards and Positions: • Senior Advisor, Astor Place Holdings, the private investment arm of Select Equity Group, L.P. (2018 to present; Interim Chief Executive Officer of portfolio company, Douglas Electrical Components, June 2023 to November 2023) Mr. Wilson has significant financial expertise and skills in strategic planning, investor relations and business development within international public companies, and leadership experience in risk management practices, including in the areas of cybersecurity and information systems. | | Matthias L. Wolfgruber | Director Since: 2014 Committee Memberships: Compensation (Chair), Governance Term of Office Expires: 2025 Age: 70 Independent Business Experience: • Chief Executive Officer, Altana AG, a global specialty chemicals company, 2007 until retirement in January 2016 • President and Chief Executive Officer, Altana Chemie AG, member of the management board of Altana AG, 2002 to 2007 Other Public Company Boards: • Chairman, Lanxess AG, a leading global manufacturer of specialty chemicals and intermediates (May 2018 to present, and Supervisory Board Member from 2015 to 2018) Other Boards and Positions: • Chairman, Altana AG (May 2020 to present, and Supervisory Board Member from 2016 to 2020) • Supervisory Board, Grillo-Werke AG, a manufacturer and supplier of zinc alloy products and chemicals (2014 to March 2021) • Chairman, Ardex Group, a global supplier of high-performance specialty building materials (2015 to March 2021) Dr. Wolfgruber has extensive leadership experience managing specialty chemicals businesses with global operations, with particular expertise in manufacturing, strategic investments and acquisitions, R&D activities and in safety, health and environmental matters. |

  12. Certain Information Regarding Directors

    | Juan Enriquez | Director Since: 2005 Committee Memberships: SHE&S (Chair), Governance Term of Office Expires: 2026 Age: 64 Independent Business Experience: • Chairman and Chief Executive Officer, Biotechonomy Ventures, a life sciences research and investment firm, since 2003 • Managing Director, Excel Venture Management, a life sciences investment company, since March 2008 • Director, Life Science Project at Harvard Business School, 2001 to 2003 Other Boards and Positions: • Director, various start-up companies • Trustee, Boston Museum of Science • Trustee, American Academy of Arts and Sciences • Trustee, GBH • Trustee, QuestBridge Mr. Enriquez has significant expertise in technology, start-up companies and international business, leadership experience from his broad experience in technology ventures, and with respect to safety, health and environmental matters. | | Sean D. Keohane | Director Since: 2016 Committee Memberships: Executive Term of Office Expires: 2026 Age: 56 Business Experience: • President, Chief Executive Officer and Director, Cabot Corporation, since March 2016 • Executive Vice President, President, Reinforcement Materials, November 2014 to March 2016; Senior Vice President, President, Performance Chemicals, March 2012 to November 2014; Vice President and General Manager, Performance Chemicals, May 2008 to March 2012; Vice President in March 2005; joined Cabot Corporation August 2002 • General management positions, Pratt & Whitney, a division of United Technologies, prior to 2002 Other Public Company Boards: • Director, The Chemours Company, a global provider of performance chemicals (2018 to present) Other Boards and Positions: • Director, American Chemistry Council, a trade association representing the business of chemistry at the global, national and state levels (2016 to present) Mr. Keohane has a deep understanding of Cabot’s businesses, strong knowledge of the chemicals industry and significant experience in management, strategic planning, manufacturing, international business and marketing, and in risk management practices, including with respect to safety, health and environmental matters. |

  13. Certain Information Regarding Directors

    | William C. Kirby | Director Since: 2012 Committee Memberships: Compensation Term of Office Expires: 2026 Age: 72 Independent Business Experience: • Spangler Family Professor of Business Administration, Harvard Business School; T.M. Chang Professor of China Studies, Harvard University, since July 2008 • Harvard University Distinguished Service Professor and Chairman of the Harvard China Fund, since July 2006 • Harvard faculty member since 1992, served as Chair of Harvard’s History Department, Director of the Harvard University Asia Center, Dean of the Faculty of Arts and Sciences and Director of the Fairbank Center for Chinese Studies Other Public Company Boards: • Director, The Taiwan Fund, Inc., a diversified closed-ended management investment company (2013 to present) • Director, The China Fund, Inc., a non-diversified closed-ended management investment company (2007 to 2019) Other Boards and Positions: • Director, Harvard University Press • Director, Harvard Magazine • Director, The American Council of Learned Societies, a federation of scholarly organizations whose mission is to promote the circulation of humanistic knowledge throughout society (2018 to present) • Director, JAMM Active Limited, a global producer of innovative performance fabrics for athletic use (2016 to January 2021) Mr. Kirby has extensive business knowledge, and particular expertise regarding the business, economic and political environment in China and international markets, as well as significant experience managing safety, health and environmental matters as Dean of Harvard University’s Faculty of Arts and Sciences. | | Raffiq Nathoo | Director Since: 2022 Committee Memberships: Audit Term of Office Expires: 2026 Age: 57 Independent Business Experience: • Managing Partner, T(X3) Sage Rock, a private investment management firm, since August 2019 • Executive-in-Residence, New Mountain Capital, LLC, an alternative asset management firm (2015 to 2017) • Senior Managing Director, Blackstone, a global investment and advisory firm (2000 to 2014) • Managing Director and other positions, Blackstone (1991 to 1999) Other Boards and Positions: • Director, IREX, a global development and education organization operating internationally (2020 to present) • Trustee, The Nightingale-Bamford School, a K-12 independent school for girls (2015 to present) Mr. Nathoo has significant leadership experience, international financial and capital markets expertise, both as an investor and an M&A advisor, and broad strategic planning and risk management experience. |

  14. Certain Information Regarding Directors

    Other Governance Policies and Practices

  15. Policy and Procedures for the Review of Related Person Transactions

    | • | Employment of executive officers; director compensation. Any employment by Cabot of an executive officer if the related compensation is required to be reported in our proxy statement or if the compensation was approved by our Compensation Committee. Any compensation paid to a director if the compensation is required to be reported in our proxy statement. |

  16. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation earned by our non-employee directors in fiscal 2023:

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(3) | Total($) | | Cynthia A. Arnold | 95,000 | 134,990 | 38 | 230,028 | | Douglas G. Del Grosso | 95,000 | 134,990 | 184 | 230,174 | | Juan Enriquez | 110,000 | 134,990 | 3,519 | 248,509 | | William C. Kirby | 95,000 | 134,990 | 17,974 | 247,964 | | Michael M. Morrow | 115,000 | 134,990 | 492 | 250,482 | | Raffiq Nathoo | 95,000 | 134,990 | 20 | 230,010 | | Sue H. Rataj | 230,000 | 134,990 | — | 364,990 | | Michelle E. Williams | 4,948 | 45,031 | — | 49,979 | | Frank A. Wilson | 95,000 | 134,990 | 373 | 230,363 | | Matthias L. Wolfgruber | 110,000 | 134,990 | 989 | 245,979 | | Christine Y. Yan | 95,000 | 134,990 | 295 | 230,285 |

  18. Director Compensation Table

    | 1. | Cash compensation earned reflects changes in Board service that occurred during the fiscal year. The amounts reported in this column for Messrs. Enriquez, Kirby, and Nathoo and Dr. Wolfgruber, and $23,750 of the amount reported for Mr. Del Grosso, were deferred under the Deferred Compensation Plan described above. |

  19. Director Compensation Table

    | 2. | Reflects the grant date fair value of shares of Cabot common stock granted to each non-employee director computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated by multiplying the number of shares granted to the director by the closing price of our common stock on the date of grant, which, for all directors, other than Dr. Williams, was January 12, 2023 ($72.81). The date of grant for Dr. Williams was September 13, 2023 ($68.75). The stock awards reported in this column for Messrs. Enriquez, Kirby, Morrow, Nathoo and Wilson, Ms. Yan, and Drs. Arnold, Williams, and Wolfgruber were deferred under the Deferred Compensation Plan described above. |

  20. Director Compensation Table

    | 3. | Represents above-market interest (the portion exceeding 120% of the applicable long-term rate) on compensation deferred under the Deferred Compensation Plan. |

  21. Director Compensation Table

    Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More Than Five Percent of Common Stock The following table shows the amount of Cabot common stock beneficially owned as of January 16, 2024 (unless otherwise indicated) by each person known by Cabot to beneficially own more than 5% of our outstanding common stock, by each director of Cabot, by each of Cabot’s named executive officers and by all directors and executive officers of Cabot as a group. Unless otherwise indicated, each person has sole investment and voting power over the securities listed in the table.

  22. Director Compensation Table

    | Name | Total Number of Shares(1) | Percent of Class(2) | | Holders of More than Five Percent of Common Stock | | | | BlackRock, Inc. | 6,888,619(3) | 12.43% | | 50 Hudson Yards | | | | New York, NY 10001 | | | | The Vanguard Group | 6,318,067(4) | 11.40% | | 100 Vanguard Blvd. | | | | Malvern, PA 19355 | | | | Wellington Management Group LLP | 4,798,288(5) | 8.65% | | c/o Wellington Management Company LLP | | | | 280 Congress Street | | | | Boston, MA 02210 | | | | FMR LLC | 3,691,125(6) | 6.65% | | 245 Summer Street | | | | Boston, MA 02210 | | | | EARNEST Partners, LLC | 3,113,136(7) | 5.61% | | 1180 Peachtree Street NE, Suite 2300 | | | | Atlanta, GA 30309 | | | | Directors and Executive Officers | | | | Cynthia A. Arnold | 15,534(8) | * | | Douglas G. Del Grosso | 10,993(9) | * | | Juan Enriquez | 41,352(10) | * | | Karen A. Kalita | 47,526(11) | * | | Hobart C. Kalkstein | 106,270(12) | * | | Sean D. Keohane | 1,035,339(13) | 1.84% | | William C. Kirby | 25,414(14) | * | | Erica McLaughlin | 119,103(15) | * | | Michael M. Morrow | 18,216(16) | * | | Raffiq Nathoo | 5,180(17) | * | | Sue H. Rataj | 27,460 | * | | Michelle E. Williams | 2,690(18) | * |

  23. FISCAL 2023 FINANCIAL HIGHLIGHTS

    Highlights of our Fiscal Year 2023 Named Executive Officer Compensation Decisions and the Impact of Company Performance on Compensation. We believe fiscal 2023 compensation aligned our named executive officers’ compensation with our corporate performance, with a significant portion of the compensation paid to our named executive officers based on our performance against pre-established corporate financial goals. Specifically, 65% of the total direct compensation opportunity for our CEO (base salary, target short-term incentive (“STI”) award and long-term incentive (“LTI”) awards (with performance-based restricted stock units (“PSUs”) valued at target)) was performance-based and not guaranteed, and, on average, the percentage of total direct compensation opportunities for our other named executive officers that was performance-

  24. FISCAL 2023 FINANCIAL HIGHLIGHTS

    The balance of the amounts paid with respect to STI awards to our named executive officers reflected their individual performance and demonstrated leadership and ranged from 90% to 180% of target. The total STI awards made to our named executive officers ranged from 69% to 96% of the named executive officer’s target award. (See pages 47-50 for further details about awards and payouts made to our named executive officers.) We believe these STI awards were aligned with our fiscal 2023 financial performance and our pay-for-performance philosophy. LTI Awards and Payouts. Our LTI program is 70% performance-based and 30% time-based, consisting of a combination of PSUs (35%), stock options (35%) and time-based restricted stock units (“TSUs”) (30%) (with percentages measured based on the awards’ grant date values, assuming target level achievement of applicable performance goals in the case of PSUs). The grant date value of the awards granted in fiscal 2023 to each named executive officer was based on an assessment of the named executive officer’s position, role and responsibilities within the Company, the overall competitiveness of his or her total direct compensation, and internal equity (the relationship of pay among the executive officers in the context of their responsibilities) and retention considerations. (See pages 47-50 for further details.) Further, as described on page 44, each PSU award is allocated evenly into three tranches, with each tranche having a separate fiscal year performance period and the entire award generally having a cumulative three-year overall vesting period. All performance goals for each performance period are established at the time of grant to cover the full three-year performance period. Our financial performance in each fiscal year determines the percentage of the target award earned for that fiscal year performance period in three outstanding PSU awards. The percentage of the target awards earned for fiscal 2023 performance with respect to outstanding PSUs is set forth below. For each performance metric, adjusted EPS and adjusted RONA, achieving the target level of performance results in 100% of the portion of the award that relates to that metric being earned. We believe that the PSUs earned based on our fiscal 2023 financial results properly aligned our LTI compensation with our strong fiscal 2023 financial performance, consistent with the role that these awards have in advancing our pay-for-performance philosophy.

  25. FISCAL 2023 FINANCIAL HIGHLIGHTS

    | LTI Award | FY’23 Performance Metrics and Achievement Relative to Target | Composite, Weighted Achievement (%) of FY’23 Tranche | | Year 3 of Fiscal 2021 Grant (covering fiscal 2021-2023), with all targets established November 2020 | Adjusted EPS (200.0%); Adjusted RONA (200.0%) | 200.0% | | Year 2 of Fiscal 2022 Grant (covering fiscal 2022-2024), with all targets established November 2021 | Adjusted EPS (74.7%); Adjusted RONA (95.8%) | 82.1% | | Year 1 of Fiscal 2023 Grant (covering fiscal 2023-2025), with all targets established November 2022 | Adjusted EPS (0.0%); Adjusted RONA (85.0%) | 29.8% |

  26. Characteristics of our Executive Compensation Programs

    | What We Do | What We Don’t Do | | ✓ Link pay to performance; significant portion of executive pay is not guaranteed ✓ Tie performance-based awards to achievement of pre-established financial metrics ✓ Use our STI awards to recognize individual performance and leadership and achievement of corporate goals ✓ Review actual compensation paid to or realized by our CEO, CFO and other named executive officers as compared to the value of compensation awarded ✓ Balance the mix of pay components, including cash, stock options, and restricted stock units (both performance- and time-based) ✓ Cap incentive awards under our STI and LTI programs ✓ Incentivize long-term focus by setting multiple years of performance goals for PSU grants at the time of grant ✓ Maintain stock ownership guidelines ✓ Subject STI and LTI program compensation to our recoupment policy ✓ Provide modest perquisites consisting primarily of financial planning and an executive physical examination | ✘ Enter into employment contracts with our CEO and other named executive officers (other than Mr. Zhu, who is based in China) ✘ Provide for excise tax gross ups in our management severance plan in the event of a change in control ✘ Reprice underwater stock options without shareholder approval ✘ Permit hedging or short sales of Company stock by directors or participants in the Company’s LTI program ✘ Permit pledging of Company stock by directors or participants in the Company’s LTI program ✘ Provide single-trigger change in control vesting in our equity awards |

  27. Compensation Philosophy, Objectives and Process

    | • | Set challenging performance goals that support the Company’s short- and long-term financial goals; |

  28. Compensation Philosophy, Objectives and Process

    | • | Align the interests of our executives and our stockholders through performance-based compensation, equity grants and stock ownership guidelines. |

  29. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant for purposes of advising on executive compensation matters. During fiscal 2023, Meridian provided the Committee with advice on a broad range of executive compensation matters, including the following:

  30. Role of the Compensation Consultant

    | • | Apprising the Committee of compensation-related trends and developments in the marketplace; |

  31. Role of the Compensation Consultant

    | • | Informing the Committee of regulatory developments relating to executive compensation practices; |

  32. Role of the Compensation Consultant

    | • | Reviewing and assessing the composition of the group of peer companies used for compensation benchmarking purposes; |

  33. Role of the Compensation Consultant

    | • | Providing the Committee with an assessment of the market competitiveness of our executive compensation programs; |

  34. Role of the Compensation Consultant

    | • | Assessing the relationship between executive compensation actually paid and corporate performance; |

  35. Role of the Compensation Consultant

    | • | Identifying potential changes to our executive compensation programs to maintain market competitiveness and consistency with business strategies, good governance practices and alignment with shareholder interests; and |

  36. Role of the Compensation Consultant

    | • | Reviewing the disclosure of our executive compensation programs in this proxy statement. |

  37. Role of the Compensation Consultant

    Meridian attended all regularly scheduled meetings of the Compensation Committee during fiscal 2023. Meridian also provides advice with respect to non-employee director compensation matters to the Governance and Nominating Committee. The Compensation Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that no conflict of interest exists that prevents Meridian from independently advising the Compensation Committee.

  38. Use of Benchmarking Comparison Data

    Use of Benchmarking Comparison Data Our fiscal 2023 compensation peer group consisted of companies in the diversified chemicals or specialty chemicals industries with similar products and services and with revenues and a market capitalization generally between one-third and three times the Company’s revenue and market capitalization. The Compensation Committee reviews executive compensation data for executives with comparable positions at these peer group companies to gauge the reasonableness of its executive compensation decisions and the competitiveness of our executive compensation programs. The Compensation Committee believes maintaining market-competitive executive compensation programs allows us to successfully attract and retain experienced executives who are critical to our long-term success. The Compensation Committee annually reviews the companies included in our compensation peer group and may add or eliminate companies as it determines to be appropriate. For purposes of fiscal 2023 compensation matters, our compensation peer group consisted of the following 20 companies:

  39. Use of Benchmarking Comparison Data

    | • Albemarle Corporation • Ashland Global Holdings, Inc. • Avient Corporation (formerly PolyOne Corporation) • Axalta Coating Systems • Celanese Corporation • The Chemours Company • Element Solutions, Inc. (formerly Platform Specialty Products Corporation) • FMC Corporation • Ferro Corporation • H.B. Fuller Company • Huntsman Corporation | • Innospec Inc. • Minerals Technologies • NewMarket Corporation • Olin Corporation • Orion S.A. • RPM International Inc. • Stepan Company • Trinseo S.A. • Tronox Limited |

  40. Use of Benchmarking Comparison Data

    In preparation for the fiscal 2024 executive compensation review season and the decisions that the Compensation Committee has made and will make with respect to fiscal 2024 compensation, the Compensation Committee reviewed, with Meridian, the peer group companies listed above and confirmed the appropriateness of the peer group, with the exception of Ferro Corporation, which was removed following its acquisition, for benchmarking the Company’s executive compensation programs. The Compensation Committee and management also consider executive compensation data derived from a segment of Willis Towers Watson’s Executive Compensation annual survey pertaining to the Chemical Industry when evaluating the compensation of our named executive officers. Each year, the Compensation Committee reviews tally sheets that detail all elements of each named executive officer’s compensation and benefits for the current and prior fiscal years, as well as a projection of his or her compensation for the upcoming fiscal year. These are provided to the Committee as a means to review the total compensation and benefits package for each named executive officer and the impact of any compensation decisions on such compensation and benefits levels.

  41. Factors Considered in Determining Amounts of Compensation

    The Compensation Committee has adopted a targeting strategy for executive compensation decisions that defines competitiveness as a “range around the market 50th percentile” for total direct compensation as a whole (base salary, target STI awards and LTI awards (with PSUs valued at target)). For members of the Management Executive Committee who are promoted from within Cabot and whose total direct compensation is not competitive at the time of their promotion under our targeting strategy, our philosophy is to bring such executive’s total direct compensation to within the median competitive range of the benchmark compensation data used by the Committee over a three-year period from the time of their promotion. The Committee believes that the use of a range provides the Committee with the framework to target the market median of the benchmarking data used by the Committee, as described under “Use of Benchmarking Comparison Data” above, but to vary compensation opportunities as it deems appropriate based on individual and Company circumstances.

  42. Developing Company Performance Metrics

    Developing Company Performance Metrics The five financial performance metrics we have used for our STI and LTI programs in recent years, including in fiscal 2023, are intended to support our short- and long-term business plans and strategies. Our philosophy in setting goals for each of the financial metrics under our STI and LTI awards is to set challenging target goals that, in addition to promoting well-rounded Company and management performance:

  43. Developing Company Performance Metrics

    | • | drive achievement of our strategy to improve our profitability and achieve our adjusted EPS compound annual growth rate goal (which is 8-12% over time under our Creating for Tomorrow strategy), and manage our cash flow; and |

  44. Developing Company Performance Metrics

    | • | will be realized as a result of strong execution by management and strong Company performance. |

  45. Developing Company Performance Metrics

    For our STI awards we used three financial metrics that align with our business strategy to determine the amount earned with respect to such awards. Adjusted EBIT was the principal financial performance metric under our STI program because it reflects an important near-term goal of improving our operating profitability and is a key driver of TSR. To increase the focus on efficiently managing our working capital, and to measure our short-term financial health, we used a NWC days metric, and to incentivize cash flow management, we used discretionary free cash flow (“DFCF”) as the third financial metric. Adjusted EBIT had a weighting of 60%, and NWC days and DFCF each had a weighting of 20%. For our PSU awards, we used adjusted EPS as the principal financial performance metric because it reflects an important longer-term financial goal of improving our after-tax profitability and it reflects the depreciation burden of capital investments made to drive long-term earnings growth. Because our business is capital intensive, we believed it was also appropriate to include a capital efficiency metric under our LTI program and, as a result, used adjusted return on net assets (“RONA”), which measures how effectively and efficiently we use our operating assets to generate earnings. Adjusted EPS and adjusted RONA have a 65% and 35% weighting, respectively. When setting financial targets, typically we begin with our performance in the just completed fiscal year and set growth targets from that base that align with the execution of our strategy. Accordingly, in setting our adjusted EBIT and adjusted EPS goals for fiscal 2023, we began with our performance in fiscal 2022 and set a growth target based on that performance. In setting adjusted EPS targets, we set targets over the three-year term of the PSU awards that would result in payouts based on our strategic long-term goal of achieving an 8-12% adjusted earnings per share compounded annual growth rate over time. In setting NWC and DFCF targets, our goals in 2023 were to maintain and continue to build on the structural and process improvements we had made in recent years (and, with respect to DFCF, to achieve our strategic long-term goal of achieving $1 billion DFCF over the fiscal 2022-2024 period), and in setting adjusted RONA targets, we sought to drive earnings growth at return levels greater than our weighted average cost of capital. We recognize that from time to time we may need to change the metrics we use under our STI and PSU awards to reflect new priorities and business circumstances and we expect to continue to reassess our performance metrics and goal setting process annually.

  46. How Did our Fiscal 2023 STI Program Operate?

    How Did our Fiscal 2023 STI Program Operate? We provide annual STI awards to drive the achievement of key short-term business results and to recognize individuals based on their contributions to those results and Cabot’s overall performance. Each named executive officer has an annual target incentive opportunity under our STI program, which is expressed as a percentage of his or her base salary, as summarized below:

  47. How Did our Fiscal 2023 STI Program Operate?

    | Name | FY23 STI Target | FY23 STI Target Amount | | Sean D. Keohane | 120% | $1,320,000 | | Erica McLaughlin | 80% | $462,888 | | Karen A. Kalita | 70% | $355,749 | | Hobart C. Kalkstein | 70% | $388,704 | | Jeff Zhu | 70% | $388,571 |

  48. How Did our Fiscal 2023 STI Program Operate?

    The actual amounts payable under the STI program range from 0% to 200% of the target award opportunity, with 70% of each award based on the achievement of pre-established corporate financial goals and the remaining 30% of each award based on individual performance and achievements. The Committee established threshold, target, and maximum performance level goals for each financial metric under the STI program: adjusted EBIT, NWC days, and DFCF, with payout for performance between performance levels determined on a straight-line basis. For NWC days, the target levels utilized a narrow “dead band” of days. For DFCF, the target levels utilized a cash flow range. This approach prevents small variations around demonstrated performance levels on these two metrics from being rewarded or penalized. Under our STI program, the Committee retains the discretion, after determining the amount that would otherwise be payable under an award for a performance period, to adjust the actual payment, if any, to be made under such award. Consistent with prior years, the Committee did not exercise such discretion with respect to fiscal 2023 awards. As it relates to the 30% of the STI award that is based on individual performance and achievements, at the beginning of each fiscal year, the non-Executive Chair, with input from the other independent directors, develops the individual performance goals for our CEO, which are then approved by the Committee. Each of our other executive officers develops with the CEO his or her individual performance goals for the year. In assessing each executive officer’s individual performance, the Committee considers the officer’s personal achievements, including his or her achievement against these pre-established individual performance goals, as well as individual contributions to the management team and to the Company, and leadership and management of the executive officer’s business, region, or function, as applicable. To reinforce the Company’s commitment to integrate sustainability throughout Cabot and develop a more inclusive and diverse organization, for the 2023 STI program, management developed DE&I objectives for the portion of STI awards that is based on individual performance and achievements. These objectives were to: (i) demonstrate improvement in the percent of job searches in which candidates from underrepresented populations are interviewed; (ii) ensure strong pay equity is maintained with action plans to address any pay inequity identified through the Company’s global compensation review process; and (iii) require all managers to attend inclusive leadership training. In assessing each named executive officer’s individual performance when determining amounts payable under STI awards related to these objectives, achievement against these goals by the Company as a whole with respect to Mr. Keohane, and with respect to the business or function each other named executive officer manages, was considered. The Committee does not assign specific numerical weightings or ratings to the individual performance goals, including with respect to the DE&I objectives, and the performance of each officer is evaluated as a whole. Furthermore, there are no formal threshold levels of achievement applicable to the individual performance component of our STI program. Ultimately, the determination of the payout of the portion of the STI awards based on individual performance is based on the judgment of the Committee (with respect to our CEO) and our CEO and the Committee (with respect to our CEO’s direct reports), in each case, after reviewing all relevant factors, with the final determination made by the Committee. The adjusted EBIT, NWC days and DFCF targets for the fiscal 2023 STI awards and our actual fiscal 2023 performance were as follows:

  49. Fiscal 2023 STI Program Targets and Results

    Fiscal 2023 STI Program Targets and Results

  50. Fiscal 2023 STI Program Targets and Results

    | | Threshold Level (50% payout) | Target Level (100% payout*) | Maximum Level (200% payout) | Fiscal 2023 Results | Performance Modifier | | Adjusted EBIT* (60%) (in millions) | $505 | $631 | $694 | $553 | 69.0% | | NWC Days (20%) | 73 | 68-66 | 61 | 80 | 0.0% | | DFCF* (20%) (in millions) | $273 | $363-403** | $493 | $355 | 91.0% | | Weighted average payout | | | | | 59.6% |

  51. Fiscal 2023 STI Program Targets and Results

    | * Non-GAAP financial measure. See Appendix A. |

  52. Fiscal 2023 STI Program Targets and Results

    | ** Payout range at target level performance for DFCF is 95% to 105% of target. |

  53. Fiscal 2023 STI Program Targets and Results

    The portion of the STI award that was earned by each named executive officer based on individual performance reflected his or her individual performance and achievements in fiscal 2023 (ranging from 90% to 180% of target), with the total STI awards earned ranging from 69% to 96% of the named executive officers’ overall target awards. Detailed information about each named executive officer’s fiscal 2023 STI payout is set forth in the discussion below under the heading “Fiscal 2023 Compensation Decisions”.

  54. How Did our Fiscal 2023 LTI Program Operate?

    How Did our Fiscal 2023 LTI Program Operate? We provide our named executive officers with LTI awards to incentivize sustainable growth and long-term value creation, to further align the interests of our executives with those of our stockholders by tying the executives’ realized compensation to stock price changes during the performance and/or vesting periods, and to promote retention. The grant date value of LTI awards granted to each named executive officer for a given year is based on an assessment of the individual’s position, role and responsibilities within the Company, the overall competitiveness of his or her total direct compensation opportunity, and internal equity considerations. The Committee also considers a number of other factors in developing each named executive officer’s grant date value of his or her LTI awards including: (i) data derived from our compensation peer group and compensation survey, (ii) the impact of the grants on equity incentive plan usage and share dilution, (iii) the compensation expense, and (iv) employee retention concerns. 70% of the target value of our executives’ LTI awards is performance-based, consisting of a combination of PSUs and stock options, which only provide value when our share price increases above the share price on the date of grant. When making LTI awards for fiscal 2023, the Compensation Committee first determined the total grant date value of the awards to be granted to each executive, and then delivered that value in three components: PSUs representing 35%, stock options representing 35%, and TSUs representing 30%, respectively, of the total grant date value of the award, assuming target level achievement of applicable performance goals for PSUs. The terms of each type of LTI award are described in further detail below. These terms are generally applicable to LTI awards granted in fiscal 2023 and in previous fiscal years. PSUs reward performance and the execution of our goal to deliver year-over-year and long-term growth in earnings and to increase the operating profit we generate relative to the capital we invest in our businesses. Stock options are performance-based because no value is created unless the value of our common stock appreciates after grant, and they encourage employee retention through the use of a time-based vesting schedule. TSUs encourage employee retention by providing some level of value to executives who remain employed for three years. PSUs, stock options and TSUs also support an ownership culture and thereby encourage our executives to take actions that are best for Cabot’s long-term success. Importantly, although each of these equity awards provides a competitive economic value on the date of grant, their ultimate value to an executive will depend upon the degree to which we achieve objectively measurable performance metrics and/or the market value of our common stock after the end of the relevant vesting period. That value will be largely dependent upon our performance and the performance of our stock.

  55. PSUs

    PSUs To reinforce the long-term nature of the PSU awards and to reward performance and the execution of our long-term growth goals, at the time of grant, the performance metrics and goals for each of the three one-year performance periods of the award are established. Specifically, each award of PSUs is allocated evenly into three tranches, with each tranche having a one-year performance period and the entire award generally having a three-year vesting period. When the award vests at the end of the applicable three-year period, the number of shares of stock issuable, if any, will depend on the degree of achievement of corporate performance goals for each year within the overall three-year performance period. Based on the degree to which we achieve the performance goals, an executive may earn between 0% to 200% of the target number of PSUs allocated to each tranche of his or her award. To drive long-term performance, threshold, target and maximum goals are established for the corporate performance metrics for each tranche in the three-year performance period at or before the time of grant of the PSUs. In November 2020, at the time it approved the grant of PSU awards for fiscal 2021, the Committee established the specific performance metrics and goals for the fiscal 2021, fiscal 2022, and fiscal 2023 performance periods of these awards, as applicable, based on our strategic goal at that time of achieving a 7-10% adjusted earnings per share compounded annual growth rate over time and taking into account an expected gradual recovery and expansion over the three-year period from the COVID-19 pandemic-related performance levels experienced in fiscal 2020. In November 2021 and November 2022, at the time it approved the grant of PSU awards for fiscal 2022 and fiscal 2023, respectively, the Committee established the specific performance metrics and goals for the fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025 performance periods of these awards based on our strategic long-term goal of achieving an 8-12% adjusted earnings per share compounded annual growth rate over time. Setting metrics and goals for each performance period at the time of grant of the PSUs serves to both reinforce the long-term nature of these awards and to incentivize our executive officers to achieve incrementally more challenging goals for each fiscal year included in the award. Our actual performance against those goals determines the number of shares that will be issued in respect of the PSUs when the awards vest, with the number of shares issued for performance between performance levels interpolated on a straight-line basis. To reinforce the cash management goals under our corporate strategy, dividend equivalent payments are made in cash in respect of PSUs that are earned based on the achievement of applicable performance metrics, but that have not vested based on time, when and if dividends are declared and paid on the Company’s common stock. The objective of providing such dividend equivalent payments is to help focus our executives on, and to reward them for, managing the business to produce cash that is capable of being distributed to stockholders in the form of a dividend. Dividend equivalents also mirror the income generation associated with stock ownership.

  56. Stock options

    Stock options Stock options are granted with an exercise price equal to 100% of the closing price of Cabot’s common stock on the date of grant. They generally vest, subject to continued employment, over a three-year period (30% on each of the first and second anniversaries of the date of grant and 40% on the third anniversary of the date of grant) and have a ten-year term.

  57. TSUs

    TSUs TSUs generally vest, subject to continued employment, in their entirety at the end of three years. When the TSUs vest, they are settled in shares of Cabot common stock. During the vesting period, dividend equivalents are paid in cash on each TSU when and if dividends are declared and paid on the Company’s common stock for the reasons described above under “PSUs”.

  58. Retirement Vesting Terms

    Retirement Vesting Terms At the beginning of fiscal 2024, the Committee amended the terms of outstanding equity awards to provide for retirement vesting provisions, which provisions were also included in PSUs, stock options and TSUs granted in fiscal 2024. These provisions generally result in pro rata vesting of a portion of the equity award based on when the retirement-eligible participant retires, with extended post-termination exercisability for stock options and PSUs vesting based on actual performance. Retirement is generally defined as a participant attaining 60 years of age after having worked for Cabot continuously for at least 10 years and given at least six months prior notice of retirement. The Committee implemented these provisions in response to market conditions, following a review of trends in executive compensation and market survey data gathered for the Committee by Meridian, and as an incentive and reward to longer-service Cabot employees to continue to act in the best interest of Cabot as they are nearing retirement, and to assist in succession planning.

  59. Practices Regarding the Grant of Equity Awards

    Practices Regarding the Grant of Equity Awards Annual equity grants are made at the Compensation Committee’s regularly scheduled meeting in November to align the timing of grants with our fiscal year, most importantly for PSUs, which are earned based on a fiscal year performance period. The exercise price of stock options is the closing price of Cabot stock on the NYSE on the date the options are granted. From time to time, equity awards outside of the annual grant program are made for recruiting or retention purposes or in connection with promotions or to recognize specific achievements or performance. We do not have a program, plan, or practice to time “off-cycle” awards in coordination with the release of material non-public information.

  60. PSUs Earned under Outstanding PSU Awards on the Basis of Fiscal 2023 Performance

    PSUs Earned under Outstanding PSU Awards on the Basis of Fiscal 2023 Performance The following tables show the performance metrics and goals and the relative weighting of each metric that the Committee set for the fiscal 2023 performance period of PSUs granted in fiscal 2021, 2022, and 2023, our degree of attainment of these goals and the percentage of the awards earned, measured against the target award. Because the performance metrics and goals for the fiscal 2023 performance period of these awards were established at different times based on when the awards were granted, they each reflect the long-term goals and target-setting philosophy in place when the awards were made.

  61. Performance Goals (set in November 2020) and Results for

    Performance Goals (set in November 2020) and Results for

  62. Performance Year 3 of the PSUs that Vested in November 2023

    Performance Year 3 of the PSUs that Vested in November 2023

  63. Performance Year 3 of the PSUs that Vested in November 2023

    | | Threshold Level (50% payout) | Target Level (100% payout) | Maximum Level (200% payout) | Fiscal 2023 Results | Percent Earned | | Adjusted EPS* (65%) | $2.70 | $3.68 | $4.78 | $5.38 | 200.0% | | Adjusted RONA* (35%) | 9.5% | 13.0% | 15.0% | 16.5% | 200.0% | | Composite | | | | | 200.0% |

  64. Performance Goals (set in November 2021) and Results for

    Performance Goals (set in November 2021) and Results for

  65. Performance Year 2 of the PSUs that Vest in November 2024

    Performance Year 2 of the PSUs that Vest in November 2024

  66. Performance Year 2 of the PSUs that Vest in November 2024

    | | Threshold Level (50% payout) | Target Level (100% payout) | Maximum Level (200% payout) | Fiscal 2023 Results | Percent Earned | | Adjusted EPS* (65%) | $4.95 | $5.82 | $6.69 | $5.38 | 74.7% | | Adjusted RONA* (35%) | 11.0% | 17.0% | 20.0% | 16.5% | 95.8% | | Composite | | | | | 82.1% |

  67. Performance Goals (set in November 2022) and Results for

    Performance Goals (set in November 2022) and Results for

  68. Performance Year 1 of the PSUs that Vest in November 2025

    Performance Year 1 of the PSUs that Vest in November 2025

  69. Performance Year 1 of the PSUs that Vest in November 2025

    | | Threshold Level (50% payout) | Target Level (100% payout) | Maximum Level (200% payout) | Fiscal 2023 Results | Percent Earned | | Adjusted EPS* (65%) | $5.64 | $6.63 | $7.62 | $5.38 | 0.0% | | Adjusted RONA* (35%) | 13.0% | 18.0% | 21.0% | 16.5% | 85.0% | | Composite | | | | | 29.8% |

  70. Performance Year 1 of the PSUs that Vest in November 2025

    | * Non-GAAP financial measure. See Appendix A. |

  71. PSUs Earned under PSU Award that Vested in 2023

    PSUs Earned under PSU Award that Vested in 2023 The chart below shows the composite achievement under the fiscal 2021 PSU awards granted in November 2020 that vested in November 2023. The annual performance periods of these awards were our 2021, 2022, and 2023 fiscal years. As described above, the Committee established the performance metrics and goals for each of these performance periods based on the Company’s expectations for the Company’s earnings growth and performance over that three-year period at the time of grant, which reflected our expectations for demand recovery from the COVID-19 pandemic and its projected impact on global economic growth.

  72. Results for PSUs granted in Fiscal 2021 that Vested in 2023

    Results for PSUs granted in Fiscal 2021 that Vested in 2023

  73. Results for PSUs granted in Fiscal 2021 that Vested in 2023

    | Performance Year | Adjusted EPS* Target (100% Payout) | Adjusted EPS* Actual | % Achieved | Adjusted RONA* Target (100% Payout) | Adjusted RONA* Actual | % Achieved | Overall Achievement | | 2021 (Y1) | $2.96 | $5.02 | 200.0% | 11.0% | 17.7% | 200.0% | 200.0% | | 2022 (Y2) | $3.50 | $6.28 | 200.0% | 12.0% | 19.3% | 200.0% | 200.0% | | 2023 (Y3) | $3.68 | $5.38 | 200.0% | 13.0% | 16.5% | 200.0% | 200.0% | | Composite | | | | | | | 200.0% |

  74. Results for PSUs granted in Fiscal 2021 that Vested in 2023

    | * Non-GAAP financial measure. See Appendix A. |

  75. Fiscal 2023 Performance Summary

    | • | the Company’s achievements under the DE&I objectives and metrics under the STI awards, which are intended to further integrate sustainability throughout Cabot and develop a more inclusive and diverse organization. |

  76. Compensation Decisions for Fiscal 2023

    | Base Salary | Base Salary Increase | STI Target Amount | Actual STI Payout(1) | FY23 LTI Grant Amount(2) | FY23 LTI Grant(2) | | $1,100,000 | 6.3% | $1,320,000 | $1,045,704 | $5,400,000 | 25,595 PSUs 21,939 TSUs 71,917 Options |

  77. Compensation Decisions for Fiscal 2023

    | (1) The STI payout was based on the achievement of 59.6% of target against corporate performance and 125% of target against individual performance, resulting in a payout of 79% of target. |

  78. Compensation Decisions for Fiscal 2023

    | (2) The number and grant date value of PSUs assumes target level of achievement of applicable performance goals. |

  79. Compensation Decisions for Fiscal 2023

    | Base Salary | Base Salary Increase | STI Target Amount | Actual STI Payout(1) | FY23LTI Grant Amount(2) | FY23LTI Grant(2) | | $578,610 | 5.5% | $462,888 | $415,303 | $1,250,000 | 5,924 PSUs 5,078 TSUs 16,647 Options |

  80. Compensation Decisions for Fiscal 2023

    | (1) The STI payout was based on the achievement of 59.6% of target against corporate performance and 160% of target against individual performance, resulting in a payout of 90% of target. |

  81. Compensation Decisions for Fiscal 2023

    | (2) The number and grant date value of PSUs assumes target level of achievement of applicable performance goals. |

  82. Compensation Decisions for Fiscal 2023

    | Base Salary | Base Salary Increase | STI Target Amount | Actual STI Payout(1) | FY23LTI Grant Amount(2) | FY23 LTI Grant(2) | | $508,212 | 10.0% | $355,749 | $287,161 | $750,000 | 3,554 PSUs 3,047 TSUs 9,988 Options |

  83. Compensation Decisions for Fiscal 2023

    | (1) The STI payout was based on the achievement of 59.6% of target against corporate performance and 130% of target against individual performance, resulting in a payout of 81% of target. |

  84. Compensation Decisions for Fiscal 2023

    | (2) The number and grant date value of PSUs assumes target level of achievement of applicable performance goals. |

  85. Compensation Decisions for Fiscal 2023

    | Base Salary | Base Salary Increase | STI Target Amount | Actual STI Payout(1) | FY23 LTI Grant Amount(2) | FY23 LTI Grant(2) | | $555,291 | 6.5% | $388,704 | $372,067 | $1,050,000 | 4,976 PSUs 4,265 TSUs 13,984 Options |

  86. Compensation Decisions for Fiscal 2023

    | (1) The STI payout was based on the achievement of 59.6% of target against corporate performance and 180% of target against individual performance, resulting in a payout of 96% of target. |

  87. Compensation Decisions for Fiscal 2023

    | (2) The number and grant date value of PSUs assumes target level of achievement of applicable performance goals. |

  88. Compensation Decisions for Fiscal 2023

    | Base Salary | Base Salary Increase | STI Target Amount | Actual STI Payout(1) | FY23 LTI Grant(2) Amount | FY23LTI Grant(2) | | $555,101 | 6.5% | $388,571 | $267,026 | $1,050,000 | 4,976 PSUs 4,265 TSUs 13,984 Options |

  89. Compensation Decisions for Fiscal 2023

    | (1) The STI payout was based on the achievement of 59.6% of target against corporate performance and 90% of target against individual performance, resulting in a payout of 69% of target |

  90. Compensation Decisions for Fiscal 2023

    | (2) The number and grant date value of PSUs assumes target level of achievement of applicable performance goals. |

  91. Risk Assessment

    | • | Employ multiple levels of tiered performance (threshold, target, and maximum) in both our STI and LTI programs; |

  92. Risk Assessment

    | • | Use of maximum payout caps in both the STI and LTI programs; |

  93. Risk Assessment

    | • | Use of different financial performance metrics across the STI and LTI programs covering multiple dimensions of performance (income statement, balance sheet, share price, etc.); |

  94. Risk Assessment

    | • | Ability of the Committee to use discretion to modify STI awards; |

  95. Risk Assessment

    | • | Annual Committee review and approval of the STI and LTI program design, performance metrics and goals and earned payouts; |

  96. Risk Assessment

    | • | Mix of equity awards and multi-year vesting used in the LTI program; |

  97. Retirement and Other Benefit Programs

    Retirement and Other Benefit Programs Except for Mr. Zhu, our named executive officers participate in the full range of benefit programs and are covered by the same retirement plans on the same terms as are generally provided to our full-time U.S. salaried employees, are eligible to participate in and/or receive benefits under our Deferred Compensation Plan and our Death Benefit Protection Plan, and participate in our Senior Management Severance Protection Plan. These plans are described in the footnotes and text that accompany the compensation tables that follow this CD&A. Mr. Zhu is a participant in our Senior Management Severance Protection Plan, but as a China-based employee, does not participate in the other retirement and benefit programs described above. Instead, Mr. Zhu participates in the China Supplemental Pension Plan, which is provided to full-time Cabot employees in China, and participates in insurance and other benefit programs consistent with those made available to other employees who are on an international assignment. These benefits, and their costs to Cabot, are described in the footnotes and text that accompany the compensation tables that follow this CD&A.

  98. Summary Compensation Table

    Summary Compensation Table The following table and footnotes describe the compensation for our named executive officers for the three most recently completed fiscal years. Each component of our executive compensation program is described herein under the heading “Compensation Discussion and Analysis,” which begins on page 33.

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Sean D. Keohane President and CEO | 2023 | 1,083,750 | 3,509,911 | 1,890,051 | 1,045,704 | 26,843 | 235,251 | 7,791,510 | | | 2022 | 1,035,000 | 3,087,436 | 1,662,485 | 1,838,657 | 16,097 | 308,354 | 7,948,029 | | | 2021 | 1,026,250 | 3,087,459 | 1,662,151 | 2,118,852 | 12,074 | 335,701 | 8,242,487 | | Erica McLaughlin Executive Vice President, CFO, & Head of Corp Strategy | 2023 | 571,069 | 812,388 | 437,500 | 415,303 | 41 | 119,184 | 2,355,485 | | | 2022 | 543,809 | 666,201 | 358,748 | 608,939 | — | 132,266 | 2,309,963 | | | 2021 | 518,174 | 649,948 | 349,921 | 678,006 | — | 136,088 | 2,332,137 | | Karen A. Kalita Senior Vice President and General Counsel | 2023 | 496,662 | 487,417 | 262,495 | 287,161 | 1,040 | 95,927 | 1,630,702 | | | 2022 | 453,300 | 422,457 | 227,495 | 422,052 | 1,240 | 104,139 | 1,630,683 | | | 2021 | 412,499 | 406,218 | 218,697 | 461,189 | 1,780 | 97,086 | 1,597,469 | | Hobart C. Kalkstein Executive Vice President & President, Reinforcement Materials Segment & Americas Region, & executive responsible for Digital | 2023 | 546,818 | 682,356 | 367,514 | 372,067 | 7,080 | 100,533 | 2,076,368 | | | 2022 | 517,603 | 601,230 | 323,737 | 540,316 | 5,735 | 115,142 | 2,103,763 | | | 2021 | 499,772 | 584,969 | 314,928 | 599,204 | 7,138 | 111,440 | 2,117,451 | | Jeff Zhu(1) Executive Vice President and President, Performance Chemicals Segment & Asia Pacific Region | 2023 | 546,631 | 682,356 | 367,514 | 267,026 | — | 1,062,763 | 2,926,290 | | | 2022 | 517,426 | 601,230 | 323,737 | 540,131 | — | 1,046,492 | 3,029,016 | | | 2021 | 501,762 | 584,969 | 314,928 | 599,000 | — | 958,427 | 2,959,086 |

  100. Summary Compensation Table

    | 1. | Under the terms of Mr. Zhu’s employment arrangements, his base salary, short-term incentive award, and equity-based compensation are determined in U.S. Dollars and then converted to China RMB at time of payment, or settlement, as applicable. For purposes of the disclosure in this proxy statement, certain amounts that were paid and recorded in China RMB have been converted to U.S. Dollars using the average monthly exchange rate during the 12-month period ended September 30, 2023 of U.S.D. 7.0771667 to one China RMB, and, with respect to his fiscal years 2022 and 2021 compensation, using the average monthly exchange rate during the 12-month period ending September 30, 2022 of U.S.D. 6.579325 to one China RMB and the 12-month period ending September 30, 2021 of U.S.D. 6.49925 to one China RMB. |

  101. Summary Compensation Table

    | 2. | We review base salaries annually in November and any changes are generally effective on January 1 of the following calendar year. The amounts reported in this column reflect salary earned during each fiscal year. |

  102. Summary Compensation Table

    | 3. | The amounts reported in this column reflect the aggregate grant date fair value of TSUs and PSUs granted in the applicable fiscal year to each named executive officer, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value per unit of the TSUs and PSUs is equal to the closing price of Cabot common stock on the date of grant, with the grant date fair value of the PSUs calculated based on the probable outcome of applicable performance conditions, which assumes that the target level of performance is achieved, and, for PSUs granted in fiscal 2023, these amounts are as follows: Mr. Keohane: $1,889,935; Ms. McLaughlin: $437,428; Ms. Kalita: $262,427; Mr. Kalkstein: $367,428; and Mr. Zhu: $367,428;. If the maximum level of performance were to be achieved under the PSUs granted in fiscal 2023, the grant date fair value of these awards would be as follows: Mr. Keohane: $3,779,870; Ms. McLaughlin: $874,856; Ms. Kalita: $524,854; Mr. Kalkstein: $734,856; and Mr. Zhu: $734,856. We pay dividend equivalents on all TSU awards, and on PSUs (to the extent earned) if, and when, we pay dividends on our common stock, which is factored into the grant date fair value for these awards. The assumptions used to calculate the grant date fair value of stock awards are set forth in Note N to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for fiscal 2023. |

  103. Summary Compensation Table

    | 4. | The amounts reported in this column reflect the aggregate grant date fair value of stock option awards granted in the applicable fiscal year to each named executive officer, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, determined using the Black-Scholes option-pricing model. The assumptions used to calculate the grant date fair value of option awards under the Black-Scholes model are set forth in Note N to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for fiscal 2023. |

  104. Summary Compensation Table

    | 5. | The amounts reported in this column consist of: |

  105. Summary Compensation Table

    | a. | The amount attributable to the change in actuarial present value for the benefits under the Supplemental Cash Balance Plan measured in fiscal 2023 is reflected as follows: for Mr. Keohane: $4,763; for Ms. McLaughlin $41; and for Mr. Kalkstein: $630. No amounts are attributable to the change in actuarial present value of the benefits under the Supplemental Cash Balance Plan measured in fiscal 2021 and 2022 because they were negative as follows: for Mr. Keohane: $(24,417) in fiscal 2021 and $(34,261) in fiscal 2022; for Ms. McLaughlin: $(2,045) in fiscal 2021 and $(2,538) in fiscal 2022; and for Mr. Kalkstein: $(5,821) in fiscal 2021 and $(7,962) in fiscal 2022. Mr. Zhu and Ms. Kalita do not have a balance under the Supplemental Cash Balance Plan. These amounts are presented in accordance with SEC rules, which require the use of the same assumptions as required by FASB ASC Topic 715. When such amounts are negative, they are not reflected in the amount reported in the column. The Supplemental Cash Balance Plan is frozen and, therefore, the change in the present value of accrued benefits (PVAB) is due to (i) one less year to accumulate benefits to normal retirement, resulting in a shorter discounting period and an increase to the PVAB; and (ii) a change in the discount rate assumption for the plan, the net effect of which increased the PVAB in fiscal 2023. Details on the Supplemental Cash Balance Plan and the actuarial assumptions to calculate the amounts above can be found below under the heading “Pension Benefits.” |

  106. Summary Compensation Table

    | b. | Above-market interest (the portion exceeding 120% of the applicable federal long-term rate) credited to deferrals under Cabot’s Deferred Compensation Plan as follows: for Mr. Keohane: $12,074 in fiscal 2021, $16,097 in fiscal 2022, and $22,080 in fiscal 2023; for Ms. Kalita: $1,780 in fiscal 2021, $1,240 in fiscal 2022, and $1,040 in fiscal 2023; and for Mr. Kalkstein: $7,138 in fiscal 2021, $5,735 in fiscal 2022, and $6,450 in fiscal 2023. |

  107. Summary Compensation Table

    | 6. | The table below identifies the amounts shown for fiscal 2023 in the “All Other Compensation” column. All of the amounts reflect the actual cost to Cabot of providing the payment or benefit described below. |

  108. Summary Compensation Table

    | | Company Contributions to 401(k) Plan ($)(a) | Company Contributions to Supplemental 401(k) Plan ($)(a) | Company Contributions to China Supplemental Pension Plan ($)(a) | Company Contributions to Deferred Compensation Plan ($)(a) | Financial Planning and Tax Assistance ($)(b) | Additional Benefits and Tax Equalization ($)(c ) | Other ($)(d) | Total ($) | | Sean D. Keohane | 33,000 | 127,535 | — | 52,285 | 16,317 | — | 6,114 | 235,251 | | Erica McLaughlin | 33,000 | 65,579 | — | — | 16,333 | — | 4,272 | 119,184 | | Karen A. Kalita | 33,000 | 45,294 | — | — | 16,310 | — | 1,323 | 95,927 | | Hobart C. Kalkstein | 33,000 | 44,276 | — | 10,000 | 8,000 | — | 5,257 | 100,533 | | Jeff Zhu | — | — | 38,527 | — | 13,861 | 896,079 | 114,296 | 1,062,763 |

  109. Summary Compensation Table

    | a. | The 401(k) Plan, the Supplemental 401(k) Plan, the Deferred Compensation Plan, and the China Supplemental Pension Plan are described under the heading “Deferred Compensation” beginning on page 59. |

  110. Summary Compensation Table

    | b. | Consists of amounts paid or reimbursed by Cabot for financial planning and tax assistance services during fiscal 2023. |

  111. Summary Compensation Table

    | c. | Mr. Zhu receives additional benefits that amounted to $896,079 for fiscal 2023. These benefits included the payment by Cabot of expenses related to his assignment to China, consisting of $148,277 for rent and utilities for housing in China, $2,208 for home leaves during the year, and $25,461 for a travel allowance. Mr. Zhu will also receive an estimated $720,132 in tax equalization benefits with respect to fiscal 2023. The tax equalization benefit is intended to ensure that Mr. Zhu’s tax obligations are equal to the taxes he would have paid on his earnings had he remained a resident in Singapore, with the Company paying all other Chinese taxes associated with the income Mr. Zhu earns, including on the vesting of his equity awards and his exercise of stock options, while based in China. Certain of these amounts were paid in China RMB and have been converted to U.S. dollars as described above. |

  112. Summary Compensation Table

    | d. | Consists of the amount paid by Cabot for an annual physical exam (Mr. Keohane $3,450 in 2023; Ms. McLaughlin $2,750 in 2023; and Mr. Kalkstein $3,800 in 2023); and for each U.S.-based named executive officer, the cost to Cabot of insurance premiums under our Death Benefit Protection Plan, which provides a death benefit equal to three times a named executive officer’s annual base salary at the time of his or her death, up to a maximum benefit of $3,000,000. These premiums are paid directly to the life insurance carriers. For Mr. Zhu, this amount includes the insurance premium paid by Cabot under the Company’s international benefits program for health and welfare, life, and disability insurance, as well as $76,192 for his car allowance. The life insurance plan for employees on international assignment provides a benefit equal to two times base salary up to a maximum benefit of $400,000. |

  113. Summary Compensation Table

    | The table does not include any amounts related to the use of tickets for sporting and cultural events by the named executive officers because no incremental costs are incurred by Cabot in providing these benefits. Cabot purchases season tickets to sporting and cultural events for business outings with customers and vendors. If the tickets are not being used for business purposes, the named executive officers and other employees may have opportunities to use these tickets. |

  114. Grant of Plan-Based Awards Table

    Grant of Plan-Based Awards Table The following table reports plan-based awards granted to the named executive officers during fiscal 2023. The material terms of our STI and LTI awards are described herein under the heading “Compensation Discussion and Analysis — Our Performance-based Compensation Philosophy” beginning on page 42.

  115. Grant of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future 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) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sean D. Keohane | | | | | | | | | | | | | TSU | 11/11/2022 | — | — | — | — | — | — | 21,939 | — | — | 1,619,976 | | PSU | 11/11/2022 | — | — | — | 12,798 | 25,595 | 51,190 | — | — | — | 1,889,935 | | Options | 11/11/2022 | — | — | — | — | — | — | — | 71,917 | 73.84 | 1,890,051 | | STI | — | 462,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | — | — | | Erica McLaughlin | | | | | | | | | | | | | TSU | 11/11/2022 | — | — | — | — | — | — | 5,078 | — | — | 374,960 | | PSU | 11/11/2022 | — | — | — | 2,962 | 5,924 | 11,848 | — | — | — | 437,428 | | Options | 11/11/2022 | — | — | — | — | — | — | — | 16,647 | 73.84 | 437,500 | | STI | — | 162,011 | 462,888 | 925,776 | — | — | — | — | — | — | — | | Karen A. Kalita | | | | | | | | | | | | | TSU | 11/11/2022 | — | — | — | — | — | — | 3,047 | — | — | 224,990 | | PSU | 11/11/2022 | — | — | — | 1,777 | 3,554 | 7,108 | — | — | — | 262,427 | | Options | 11/11/2022 | — | — | — | — | — | — | — | 9,988 | 73.84 | 262,495 | | STI | — | 124,512 | 355,749 | 711,497 | — | — | — | — | — | — | — | | Hobart C. Kalkstein | | | | | | | | | | | | | TSU | 11/11/2022 | — | — | — | — | — | — | 4,265 | — | — | 314,928 | | PSU | 11/11/2022 | — | — | — | 2,488 | 4,976 | 9,952 | — | — | — | 367,428 | | Options | 11/11/2022 | — | — | — | — | — | — | — | 13,984 | 73.84 | 367,514 | | STI | — | 136,046 | 388,704 | 777,407 | — | — | — | — | — | — | — | | Jeff Zhu | | | | | | | | | | | | | TSU | 11/11/2022 | — | — | — | — | — | — | 4,265 | — | — | 314,928 | | PSU | 11/11/2022 | — | — | — | 2,488 | 4,976 | 9,952 | — | — | — | 367,428 | | Options | 11/11/2022 | — | — | — | — | — | — | — | 13,984 | 73.84 | 367,514 | | STI | — | 136,000 | 388,571 | 777,141 | — | — | — | — | — | — | — |

  116. Grant of Plan-Based Awards Table

    | 1. | The amounts in these columns represent bonus opportunities under our STI program and assume that performance goals for adjusted EBIT, NWC days, and DFCF, the financial metrics for corporate performance for fiscal 2023 as described in the CD&A section of this proxy statement, are achieved at the threshold, target, and maximum levels, as applicable. The amounts included in the “Threshold” column reflect 50% of the target bonus opportunity payable for corporate performance, which is weighted 70% under our STI program, and do not reflect any payout for individual performance because there is no formal threshold payout level for individual performance. The amounts included in the “Target” column reflect 100% of the total target bonus opportunity payable for both corporate and individual performance. The amounts included in the “Maximum” column reflect 200% of the total target bonus opportunity payable for both corporate and individual performance. Actual bonus payments made under our STI program for fiscal 2023 are included in the Summary Compensation Table on page 53 in the column “Non-Equity Incentive Plan Compensation.” |

  117. Grant of Plan-Based Awards Table

    | 2. | The amounts in these columns represent PSU awards. These awards vest three years after the date of grant, generally subject to the named executive officer’s continued employment through the vesting date, and the number of shares issuable, if any, when the award vests will depend on the degree of achievement of corporate performance goals for each year within the three-year performance period. For fiscal 2023 awards, the two financial metrics used to measure corporate performance were adjusted EPS and adjusted RONA. The amount included in the “Target” column reflects the total number of shares that would be issued when the award vests if the Company achieves target financial performance against the adjusted EPS and adjusted RONA goals each year. The amount in the “Threshold” column reflects 50% of the target award and the total number of shares that would be issued when the award vests if the Company achieves threshold financial performance each year, and the amount in the “Maximum” column reflects 200% of the target award and the total number of shares that would be issued when the award vests if the Company achieves maximum financial performance each year. |

  118. Grant of Plan-Based Awards Table

    | 3. | The amounts in this column represent TSU awards. These awards vest three years after the date of grant, generally subject to the named executive officer’s continued employment through the vesting date. |

  119. Grant of Plan-Based Awards Table

    | 4. | All stock options were granted with an exercise price equal to the closing price of our common stock on the date of grant and generally vest, subject to continued employment, over a three-year period (30% on each of the first and second anniversaries of the date of grant and 40% on the third anniversary of the date of grant). |

  120. Grant of Plan-Based Awards Table

    | 5. a. | Reflects the grant date fair value of TSUs, PSUs and option awards, calculated in accordance with FASB ASC Topic 718 as described in more detail in footnotes 3 and 4 to the Summary Compensation Table above. |

  121. Grant of Plan-Based Awards Table

    | b. | The grant date fair value per TSU and PSU is equal to the closing price of Cabot common stock on the date of grant ($73.84) and, for PSUs, was calculated based on the probable outcome of applicable performance conditions, which assumes that the target level of performance is achieved. The grant date fair value of these awards assuming the maximum level of performance is achieved is set forth in footnote 3 to the Summary Compensation Table. We pay dividend equivalents on all TSU awards, and on PSUs (to the extent earned), if, and when, we pay dividends on our common stock, which is factored into the grant date fair value for these awards. Option awards are valued using the Black-Scholes option pricing model. The assumptions used to calculate the grant date fair value of these awards are set forth in Note N to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for fiscal 2023. |

  122. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table shows information regarding outstanding equity awards held by our named executive officers as of September 30, 2023.

  123. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date of Awards | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | 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 ($)(5) | | Sean D. Keohane | 11/14/2014 | 17,857 | — | 46.03 | 11/13/2024 | | | | | | | 11/12/2015 | 25,617 | — | 39.54 | 11/11/2025 | | | | | | | 3/21/2016 | 26,455 | — | 49.26 | 3/20/2026 | | | | | | | 11/11/2016 | 87,981 | — | 50.46 | 11/10/2026 | | | | | | | 11/10/2017 | 91,923 | — | 62.24 | 11/9/2027 | | | | | | | 11/9/2018 | 137,674 | — | 50.00 | 11/8/2028 | | | | | | | 11/8/2019 | 147,471 | — | 50.23 | 11/7/2029 | | | | | | | 11/13/2020 | 102,940 | 68,628 | 40.97 | 11/12/2030 | 34,781 | 2,409,280 | — | — | | | 11/13/2020 | | | | | 81,156(2) | 5,621,676 | — | — | | | 11/12/2021 | 31,269 | 72,962 | 58.27 | 11/11/2031 | 24,455 | 1,693,998 | — | — | | | 11/12/2021 | | | | | 26,048(3) | 1,804,345 | 9,510(6) | 658,758 | | | 11/11/2022 | — | 71,917 | 73.84 | 11/10/2032 | 21,939 | 1,519,715 | — | — | | | 11/11/2022 | | | | | 2,542(4) | 176,084 | 11,518(7) | 797,852 | | Erica McLaughlin | 11/10/2017 | 3,151 | — | 62.24 | 11/9/2027 | | | | | | | 5/15/2018 | 8,910 | — | 61.17 | 5/14/2028 | | | | | | | 11/9/2018 | 23,710 | — | 50.00 | 11/8/2028 | | | | | | | 11/8/2019 | 27,036 | — | 50.23 | 11/7/2029 | | | | | | | 11/13/2020 | 21,671 | 14,448 | 40.97 | 11/12/2030 | 7,322 | 507,195 | — | — | | | 11/13/2020 | | | | | 17,084(2) | 1,183,409 | — | — | | | 11/12/2021 | 6,747 | 15,745 | 58.27 | 11/11/2031 | 5,277 | 365,538 | — | — | | | 11/12/2021 | | | | | 5,621(3) | 389,367 | 2,052(6) | 142,142 | | | 11/11/2022 | — | 16,647 | 73.84 | 11/10/2032 | 5,078 | 351,753 | — | — | | | 11/11/2022 | | | | | 588(4) | 40,731 | 2,666(7) | 184,674 | | Karen A. Kalita | 11/8/2019 | 13,764 | — | 50.23 | 11/7/2029 | | | | | | | 11/13/2020 | 13,544 | 9,030 | 40.97 | 11/12/2030 | 4,576 | 316,980 | — | — | | | 11/13/2020 | | | | | 10,678(2) | 739,665 | — | — | | | 11/12/2021 | 4,278 | 9,985 | 58.27 | 11/11/2031 | 3,346 | 231,777 | — | — | | | 11/12/2021 | | | | | 3,563(3) | 246,809 | 1,302(6) | 90,190 | | | 11/11/2022 | — | 9,988 | 73.84 | 11/10/2032 | 3,047 | 211,066 | — | — | | | 11/11/2022 | | | | | 353(4) | 24,452 | 1,600(7) | 110,832 | | Hobart C. Kalkstein | 11/9/2018 | 24,475 | — | 50.00 | 11/8/2028 | | | | | | | 11/8/2019 | 26,217 | — | 50.23 | 11/7/2029 | | | | | | | 11/13/2020 | 19,504 | 13,003 | 40.97 | 11/12/2030 | 6,590 | 456,489 | — | — | | | 11/13/2020 | | | | | 15,376(2) | 1,065,096 | — | — | | | 11/12/2021 | 6,089 | 14,208 | 58.27 | 11/11/2031 | 4,762 | 329,864 | — | — | | | 11/12/2021 | | | | | 5,072(3) | 351,337 | 1,852(6) | 128,288 | | | 11/11/2022 | — | 13,984 | 73.84 | 11/10/2032 | 4,265 | 295,437 | — | — | | | 11/11/2022 | | | | | 494(4) | 34,219 | 2,240(7) | 155,165 | | Jeff Zhu | 11/12/2015 | 22,415 | — | 39.54 | 11/11/2025 | | | | | | | 11/11/2016 | 14,434 | — | 50.46 | 11/10/2026 | | | | | | | 11/10/2017 | 18,384 | — | 62.24 | 11/9/2027 | | | | | | | 11/9/2018 | 24,475 | — | 50.00 | 11/8/2028 | | | | | | | 11/8/2019 | 26,217 | — | 50.23 | 11/7/2029 | | | | | | | 11/13/2020 | 19,504 | 13,003 | 40.97 | 11/12/2030 | 6,590 | 456,489 | — | — | | | 11/13/2020 | | | | | 15,376(2) | 1,065,096 | — | — | | | 11/12/2021 | 6,089 | 14,208 | 58.27 | 11/11/2031 | 4,762 | 329,864 | — | — | | | 11/12/2021 | | | | | 5,072(3) | 351,337 | 1,852(6) | 128,288 | | | 11/11/2022 | — | 13,984 | 73.84 | 11/10/2032 | 4,265 | 295,437 | — | — | | | 11/11/2022 | | | | | 494(4) | 34,219 | 2,240(7) | 155,165 |

  124. Outstanding Equity Awards at Fiscal Year-End Table

    | 1. | Under our LTI Program, options generally vest over a three-year period as follows, generally subject to the named executive officer’s continued employment through the vesting date: 30% on each of the first and second anniversaries of the date of grant and 40% on the third anniversary of the date of grant. All options have a date of grant that is ten years prior to the “Option Expiration Date” listed in the table. |

  125. Outstanding Equity Awards at Fiscal Year-End Table

    | 2. | Reflects the portion of fiscal 2021 PSUs earned based on the degree of achievement of the annual financial performance goals (adjusted EPS and adjusted RONA goals) for each of the three years within the three-year performance period of the award. These units vested on November 13, 2023, which was the third anniversary of the date of grant for all awards, and were settled on November 20, 2023, the date the Compensation Committee determined the achievement of the adjusted EPS and adjusted RONA goals used to determine the number of PSUs earned during fiscal year 2023. |

  126. Outstanding Equity Awards at Fiscal Year-End Table

    | 3. | Reflects the portion of fiscal 2022 PSUs earned based on the degree of achievement of the annual financial performance goals (adjusted EPS and adjusted RONA goals) for the first two years within the three-year performance period of the award. These units will vest on November 12, 2024, generally subject to the named executive officer’s continued employment through the vesting date. |

  127. Outstanding Equity Awards at Fiscal Year-End Table

    | 4. | Reflects the portion of fiscal 2023 PSUs earned based on the degree of achievement of the annual financial performance goals (adjusted EPS and adjusted RONA goals) for the first year within the three-year performance period of the award. These units will vest on November 11, 2025, generally subject to the named executive officer’s continued employment through the vesting date. |

  128. Outstanding Equity Awards at Fiscal Year-End Table

    | 5. | The value of unvested TSUs and PSUs was calculated by multiplying the closing price of our common stock on September 29, 2023 ($69.27) by the number of unvested TSUs and PSUs (with the number of PSUs determined as described in notes 6 and 7 below). |

  129. Outstanding Equity Awards at Fiscal Year-End Table

    | 6. | Reflects the portion of fiscal 2022 PSUs that may be earned based on the degree of achievement of the annual financial performance goals (adjusted EPS and adjusted RONA goals) for the third year within the three-year performance period of the award. These units, to the extent earned, will vest on November 12, 2024, generally subject to the named executive officer’s continued employment through the vesting date. The number of shares shown for each named executive officer’s PSU award assumes the Company will achieve the target adjusted EPS goal and target adjusted RONA goal with respect to such award, based on fiscal 2023 performance. |

  130. Outstanding Equity Awards at Fiscal Year-End Table

    | 7. | Reflects the portion of fiscal 2023 PSUs that may be earned based on the degree of achievement of the annual financial performance goals (adjusted EPS and adjusted RONA goals) for the second and third years within the three-year performance period of the award. These units, to the extent earned, will vest on November 11, 2025, generally subject to the named executive officer’s continued employment through the vesting date. The number of shares shown for each named executive officer’s PSU award assumes the Company will achieve the threshold adjusted EPS goal and target adjusted RONA goal with respect to such award, based on fiscal 2023 performance. |

  131. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the TSUs and PSUs that vested for each named executive officer during fiscal 2023. There were no option exercises by our named executive officers during fiscal 2023. The value of stock realized on the vesting of TSUs is the product of the number of shares that vested and the closing price of our common stock on the vesting date. The value of stock realized on the vesting of PSUs is the product of the number of shares that vested and the closing price of our common stock on the settlement date.

  132. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($) | | Sean D. Keohane | — | — | 65,444 | 4,641,199 | | Erica McLaughlin | — | — | 11,997 | 850,811 | | Karen A. Kalita | — | — | 8,725 | 618,765 | | Hobart C. Kalkstein | — | — | 11,634 | 825,067 | | Jeff Zhu | — | — | 11,634 | 825,067 |

  133. Pension Benefits

    Pension Benefits Cabot’s salaried employees in the U.S. who were employees prior to January 1, 2014 (including each of our U.S.-based named executive officers) participated in Cabot’s Cash Balance Plan and, in certain cases, our Supplemental Cash Balance Plan. The Cash Balance Plan and the Supplemental Cash Balance Plan were each frozen on December 31, 2013, with no further benefits accruing under those plans after that date. The Cash Balance Plan was terminated in fiscal 2019 and fully settled in fiscal 2020. The Supplemental Cash Balance Plan is an unfunded, non-qualified defined benefit plan created to provide benefits in circumstances where maximum limits established under the Internal Revenue Code prevented participants from receiving some of the benefits that would otherwise have been provided under the tax-qualified Cash Balance Plan. The Internal Revenue Code limited the amount of compensation that could be considered annually to determine benefits under the Cash Balance Plan. The Supplemental Cash Balance Plan was intended to provide eligible employees the same benefits they would have earned under the Cash Balance Plan if this compensation limit did not apply. While the plan is frozen, interest-based credits are earned on account balances during each calendar year at the one-year U.S. Treasury bill rate determined as of November of the previous year until the participant begins receiving benefit payments. At retirement at any age or other termination of employment, a participant eligible for benefits may receive his or her vested account balance in a lump sum payment or in annual installment payments. Participants were 100% vested in their accounts after three years of employment with Cabot. As of September 30, 2023, all of our U.S.-based named executive officers who are participants in the Supplemental Cash Balance Plan were fully vested in their account balances.

  134. Pension Benefits Table

    Pension Benefits Table For each of our U.S.-based named executive officers, the following table shows the actuarial present value of each named executive officer’s accumulated benefits under the Supplemental Cash Balance Plan as of September 30, 2023, the last day of our most recent fiscal year, and the pension plan measurement date used for financial statement reporting purposes for our fiscal 2023 financial statements. Ms. Kalita does not have a balance under the Supplemental Cash Balance Plan.

  135. Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Sean D. Keohane | Supplemental Cash Balance Plan | 11 | 101,236 | | Erica McLaughlin | Supplemental Cash Balance Plan | 11 | 3,137 | | Hobart C. Kalkstein | Supplemental Cash Balance Plan | 9 | 17,115 |

  136. Pension Benefits Table

    | 1. | Credited service for the Supplemental Cash Balance Plan represents years of service with Cabot as of December 31, 2013, the date the plan was frozen, rounded to the nearest whole year. |

  137. Pension Benefits Table

    | 2. | The following assumptions were used in the calculations in the table above: |

  138. Pension Benefits Table

    | | Supplemental Cash Balance Plan | | Measurement Date | 9/30/2023 | | Discount Rate (for present value calculation) | 5.95% | | Form of benefit | Lump sum | | Retirement Date | Age 65 |

  139. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table provides information with respect to the Supplemental 401(k) Plan and the Deferred Compensation Plan for fiscal 2023. As noted above, all of our named executive officers other than Mr. Zhu are eligible to participate in these plans. This table also provides information with respect to the China Supplemental Pension Plan.

  140. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(4) | | Sean D. Keohane Deferred Compensation Plan Supplemental 401(k) Plan | 522,852 — | 52,285 127,535 | 134,265 247,413 | — — | 2,967,182 2,700,426 | | Erica McLaughlin Deferred Compensation Plan Supplemental 401(k) Plan | — — | — 65,579 | — 41,888 | — — | — 520,560 | | Karen A. Kalita Deferred Compensation Plan Supplemental 401(k) Plan | — — | — 45,294 | 6,159 15,879 | 20,138 — | 128,663 224,047 | | Hobart C. Kalkstein Deferred Compensation Plan Supplemental 401(k) Plan | 100,000 — | 10,000 44,276 | 39,008 55,397 | — — | 852,781 630,253 | | Jeff Zhu China Supplemental Pension Plan | — | 38,527 | 3,896 | — | 321,138 |

  141. Nonqualified Deferred Compensation Table

    | 1. | The amounts contributed by Mr. Keohane and Mr. Kalkstein to the Deferred Compensation Plan represent a portion of their STI awards earned with respect to fiscal 2023 as reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 53. Ms. McLaughlin and Ms. Kalita did not make deferrals under the Deferred Compensation Plan in calendar 2023. |

  142. Nonqualified Deferred Compensation Table

    | 2. | These amounts represent credits made by Cabot that are accrued under the Deferred Compensation Plan and the Supplemental 401(k) Plan and after tax contributions made by Cabot to the China Supplemental Pension Plan, and are reported in the Summary Compensation Table on page 53 under the heading “All Other Compensation.” |

  143. Nonqualified Deferred Compensation Table

    | 3. | For the Deferred Compensation Plan, earnings represent the amount credited based on the Moody’s interest rate for the year. For the Supplemental 401(k) Plan, earnings represent the value of dividends earned and investment gains or losses as if the account balance had been invested in Cabot common stock. For the China Supplemental Pension Plan, earnings represent the value of dividends earned and investment gains and losses, converted from China RMB to U.S. Dollars. The portion of the earnings that represents above-market interest (the portion exceeding 120% of the applicable federal long-term rate) under Cabot’s Deferred Compensation Plan is reported in the Summary Compensation Table on page 53 under the heading “Change in Pension Value and Nonqualified Deferred Compensation Earnings”. |

  144. Nonqualified Deferred Compensation Table

    | 4. | The aggregate balance amounts under the Deferred Compensation Plan and the China Supplemental Pension Plan include deferrals or contributions, as the case may be, made for prior fiscal years. For individuals who were named executive officers in the fiscal years in which the deferrals were made, the amount of the compensation deferred under the Deferred Compensation Plan was included in such individuals’ compensation as reported in the Summary Compensation Table included in the proxy statement for each such fiscal year. |

  145. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our named executive officers are eligible to receive certain benefits if their employment is terminated, including following a change in control. This section describes various termination of employment scenarios and the payments and benefits payable under those scenarios. A table quantifying the estimated payments and benefits assuming a termination of employment and/or a change in control, as applicable, occurred on September 30, 2023 follows this narrative description. The account balances under the Supplemental Cash Balance Plan, 401(k) Plan and Supplemental 401(k) Plan immediately vest and become payable upon a change in control of Cabot. All of our named executive officers who participate in these plans are vested in their account balances under these plans.

  146. Potential Payments Following a Change in Control

    Potential Payments Following a Change in Control

  147. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table and footnotes present potential payments to each of our named executive officers under various circumstances as if the named executive officer’s employment had been terminated on September 30, 2023, the last day of fiscal 2023, and/or if a change in control had occurred on such date.

  148. Potential Payments Upon Termination or Change in Control Table

    | | Severance Pay(1)($) | Accelerated Unvested Equity(2)($) | Benefits and Perquisites(3)($) | Total($)(4) | | Sean D. Keohane | | | | | | Death | — | 15,969,852 | 3,000,000 | 18,969,852 | | Disability | — | 15,969,852 | — | 15,969,852 | | Voluntary Termination/Involuntary Termination (without cause) | — | — | — | — | | Involuntary Termination (for cause) | — | — | — | — | | Involuntary Termination within 2 years following a Change in Control (without cause or for good reason) | 10,976,556 | 17,810,633 | 261,116 | 29,048,305 | | Erica McLaughlin | | | | | | Death | — | 3,420,065 | 1,735,831 | 5,155,896 | | Disability | — | 3,420,065 | — | 3,420,065 | | Voluntary Termination/Involuntary Termination (without cause) | — | — | — | — | | Involuntary Termination (for cause) | — | — | — | — | | Involuntary Termination within 2 years following a Change in Control (without cause or for good reason) | 2,976,121 | 3,835,824 | 148,059 | 6,960,004 | | Karen A. Kalita | | | | | | Death | — | 2,136,133 | 1,524,637 | 3,600,770 | | Disability | — | 2,136,133 | — | 2,136,133 | | Voluntary Termination/Involuntary Termination (without cause) | — | — | — | — | | Involuntary Termination (for cause) | — | — | — | — | | Involuntary Termination within 2 years following a Change in Control (without cause or for good reason) | 2,294,551 | 2,390,492 | 81,369 | 4,766,412 | | Hobart C. Kalkstein | | | | | | Death | — | 3,056,715 | 1,665,872 | 4,722,587 | | Disability | — | 3,056,715 | — | 3,056,715 | | Voluntary Termination/Involuntary Termination (without cause) | — | — | — | — | | Involuntary Termination (for cause) | — | — | — | — | | Involuntary Termination within 2 years following a Change in Control (without cause or for good reason) | 2,697,693 | 3,414,841 | 144,120 | 6,256,654 | | Jeff Zhu | | | | | | Death | — | 3,056,715 | 400,000 | 3,456,715 | | Disability | — | 3,056,715 | 120,000 | 3,176,715 | | Voluntary Termination/Involuntary Termination/Retirement (without cause) | — | — | — | — | | Involuntary Termination (for cause) | — | — | — | — | | Involuntary Termination within 2 years following a Change in Control (without cause or for good reason) | 2,696,773 | 3,414,841 | 159,473 | 6,271,087 |

  149. Potential Payments Upon Termination or Change in Control Table

    | 1. | For Mr. Keohane, severance pay is equal to three times the sum of (x) base salary and (y) the greater of (i) his highest bonus in the three fiscal years preceding fiscal 2023 or (ii) his target bonus under our STI program for the fiscal year. For each of our other named executive officers, severance pay is equal to two times the sum of (x) base salary and (y) the greater of (i) his or her highest bonus in the three fiscal years preceding fiscal 2023 or (ii) his or her target bonus under our STI program for the fiscal year. The amounts in this column include the target bonus amount for fiscal 2023 and have not been prorated because the table assumes the termination occurred on the last day of the fiscal year. |

  150. Potential Payments Upon Termination or Change in Control Table

    | 2. | The amounts for accelerated unvested equity include the following: (i) in the case of death or disability, the value of unvested TSUs, unvested PSUs that have been earned based upon performance as of September 30, 2023 and unvested options; and (ii) in the case of a qualifying termination following a change in control, the value of unvested TSUs, unvested PSUs (consisting of units earned based on performance as of September 30, 2023 and unearned units assuming target performance is achieved) and unvested options. The value of unvested TSUs and PSUs that become vested as described herein for all named executive officers was calculated by multiplying the closing market price of our common stock on September 29, 2023 ($69.27) by the number of shares underlying unvested TSUs and PSUs. The value of unvested options that become vested as described herein for all named executive officers was calculated by multiplying the number of shares underlying the unvested options by the difference between the closing market price of our common stock on September 29, 2023 and the option exercise price. |

  151. Potential Payments Upon Termination or Change in Control Table

    | 3. | Continued perquisites and benefits include only those benefits provided to a named executive officer that are not generally provided to all employees located in the same country. |

  152. Potential Payments Upon Termination or Change in Control Table

    | The amount reported in the event of death, with the exception of Mr. Zhu, represents an amount equal to three times base salary up to a maximum benefit of $3,000,000, which is payable in a lump sum to the named executive officer’s designated beneficiary under our Death Benefit Protection Plan, which is an insured benefit applicable to all U.S.-based named executive officers. The amount reported for Mr. Zhu represents an amount equal to two times base salary up to a maximum benefit of $400,000, which is payable in a lump sum to his designated beneficiary under the terms of our life insurance plan for employees on an international assignment. In the event Mr. Zhu’s death is the result of an accident, his designated beneficiary may be entitled to receive an additional benefit in the amount of $500,000 (which is not reflected in the table above). The amount reported for Mr. Zhu in the event of disability reflects 12 monthly payments of $10,000, which he is eligible to receive annually while he is disabled until age 65 under the terms of our disability plan for employees on an international assignment, subject to the terms of the plan. For each of our named executive officers, the amount reported in the event of a termination following a change in control represents the cost to Cabot of continued health and welfare benefits (for a period of three years for Mr. Keohane and for a period of two years for each of our other named executive officers) and outplacement services in an amount equal to 15% of the officer’s base salary. For Ms. Kalita, the amount in the table does not include the cost to Cabot of all of the health and welfare benefits for which she could be entitled in this event because currently she has not elected to participate in all such plans for which she is eligible. In addition to the amounts included in the table, if Mr. Zhu’s employment is terminated at Cabot’s initiation, while based in China, for any reason other than dismissal due to a violation of law or applicable company policy, Cabot will pay the costs to repatriate Mr. Zhu and his family back to Singapore. No amount is included in this table with respect to a potential future repatriation. |

  153. Potential Payments Upon Termination or Change in Control Table

    | 4. | Payments do not take into account the “better of” provision in the Severance Plan described above on page 62, which, under certain circumstances, could reduce the amount of the payment. |

  154. CEO Pay Ratio

    CEO Pay Ratio As required by the Item 402(u) of Regulation S-K, we are required to report on the relationship between the annual total compensation of our CEO, Mr. Keohane, and the median of the annual total compensation of our employees. In accordance with SEC requirements, the median-paid employee may be identified once every three years if there has been no change to our employee population or compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. There were no such changes to the global employee population or compensation arrangements, therefore Cabot is using the same individual as last year for the CEO Pay Ratio. We calculated the annual total compensation of the median employee and our CEO in the following manner:

  155. CEO Pay Ratio

    | • | The median employee’s annual total compensation represents the amount of such employee’s compensation for fiscal 2023 that would have been reported in the Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee were a named executive officer for fiscal 2023. |

  156. CEO Pay Ratio

    | • | The annual total compensation of our CEO represents the amount reported in the “Total” column of our 2023 Summary Compensation Table included on page xx of this proxy statement. |

  157. CEO Pay Ratio

    For fiscal 2023, our CEO’s annual total compensation was $7,791,510 and the median of the annual total compensation of all employees of Cabot (excluding our CEO) was $57,350. Based on this information, our pay ratio is approximately 136 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Our CEO’s annual total compensation and the median of the annual total compensation of all employees of Cabot (excluding our CEO) both declined in fiscal 2023 as compared with fiscal 2022. The CEO annual total compensation declined by 2% and the median of the annual total compensation of all employees of Cabot (excluding our CEO) declined by 8.5%, resulting in a ratio of the percentage decrease for the CEO to the median of all employees of approximately 1 to 4. In calculating the pay ratio, the SEC allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their pay ratios.

  158. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as computed in accordance with SEC rules) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company’s executive compensation program aligns executive compensation with the Company’s performance, refer to the CD&A section of this proxy statement.

  159. Pay Versus Performance Table

    Pay Versus Performance Table

  160. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | SCT Total Compensation For PEO (1) (b) | Compensation Actually Paid to PEO (2) (c) | Average SCT Total Compensation for Other NEOs (1) (d) | Average Compensation Actually Paid to Other NEOs (3) (e) | Total Shareholder Return (4) (f) | Peer Group Total Shareholder Return (5) (g) | Net Income (6) (h) | Adjusted EBIT (7) * (i) | | 2023 | $7,791,510 | $8,106,840 | $2,247,211 | $2,279,259 | $206 | $135 | $445M | $553M | | 2022 | $7,948,029 | $17,160,056 | $2,268,356 | $3,901,604 | $186 | $117 | $209M | $583M | | 2021 | $8,242,487 | $17,132,578 | $2,251,536 | $3,758,111 | $143 | $136 | $250M | $492M |

  161. Pay Versus Performance Table

    | * Non-GAAP financial measure. See Appendix A. |

  162. Pay Versus Performance Table

    | (1) Our Principal Executive Officer (PEO) for each of the years reported was Sean D. Keohane, our CEO and President. The names of each of the NEOs, other than our PEO, included for the purposes of calculating the average amounts in each applicable year are as follows: Ms. McLaughlin, Ms. Kalita, Mr. Kalkstein, and Mr. Zhu. The dollar amounts reported in column (b) are the amounts of total compensation for our PEO reported in our Summary Compensation Table (“SCT”) for each applicable fiscal year and the dollar amounts reported in column (d) are the average of the total compensation amounts reported for the Company’s NEOs as a group (excluding our PEO) in our SCT for each applicable fiscal year. |

  163. Pay Versus Performance Table

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned or realized by or paid to an NEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |

  164. PEO SCT CAP Reconciliation

    | (b) The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column of the SCT for each applicable year. There are no pension benefits adjustme nts as the Supplemental Cash Balance Plan was frozen on December 31, 2013, resulting in no service costs or prior service costs. |

  165. PEO SCT CAP Reconciliation

    | (3) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2. |

  166. SCT CAP Reconciliation

    | (b) The amounts included in this column are the average of the Non-PEO NEOs amounts reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column of the SCT for each applicable year. There are no pension benefits adjustments as the Supplemental Cash Balance Plan was frozen on December 31, 2013, resulting in no service costs or prior service costs. |

  167. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships of Information Presented in the Pay Versus Performance Table The Company uses several performance measures to align executive compensation with Company performance, which are described in the CD&A section of this proxy statement. Not all of these measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the graphical descriptions of the relationships between information presented in the Pay versus Performance table. The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of fiscal 2023, 2022, and 2021 including (a) a comparison between our cumulative total shareholder return and the total shareholder return of the peer group and (b) comparisons between (i) the compensation actually paid to the CEO and the average compensation paid to our non-CEO NEOs and (ii) each of Cabot’s total shareholder return, net income and Adjusted EBIT.

  168. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    | 202 4 PROXY STATEMENT |

  169. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    (continued) 70 CABOT COR P ORATION Proposal 2 — Advisory Approval of Executive Compensation In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are providing stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as disclosed on pages 33-65 of this proxy statement (commonly referred to as “say-on-pay”). We had a strong fiscal 2023 and continued to execute against our strategy and advance a number of strategic initiatives. We believe that the compensation received by our named executive officers for fiscal 2023 aligned executive pay with our corporate performance, with a meaningful portion of the compensation paid based on our performance against pre-established corporate financial goals. The portion of the STI awards earned on the basis of our corporate performance paid out at 59.6% of target awards. The balance of the amounts paid reflected each named executive officer’s performance and demonstrated leadership and ranged from 90% to 180% of target, resulting in total STI awards made to our named executive officers ranging from 69% to 96% of the named executive officer’s target award. The PSU awards issued under our LTI program are designed to produce the greatest rewards when strong results are sustained over time. Specifically, the number of shares issuable upon their vesting depends on the degree of achievement of financial performance metrics for each year within a three-year performance cycle. On the basis of our level of achievement in fiscal 2023 against the adjusted EPS and adjusted RONA goals applicable to the PSU awards that were granted in November 2020 and vested in November 2023, our named executive officers earned 200% of their target awards. Our fiscal 2023 performance is summarized in the Executive Summary of the CD&A section of this proxy statement. The types of performance goals that we use for establishing the metrics for our executive compensation programs are the same as the ones we use when setting the strategic objectives of the Company. The use of these metrics is intended to motivate behavior and executive decisions that will lead to the successful execution of our strategy. Our executive compensation programs also align the interests of our stockholders and executives by tying compensation to the Company’s short- and long-term financial and strategic growth objectives. We believe this will create value for our stockholders over time. For these reasons, the Board is asking stockholders to approve, on an advisory basis, the compensation of our named executive officers. The text of the resolution is as follows: “VOTED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion, is hereby APPROVED.”