DEF 14A of Westlake Corp, Mar 29, 2024

DEF 14A of Westlake Corp

Filed Mar 29, 2024 · FY20230001193125-24-081679

Open on EDGAR

  1. INFORMATION REGARDING THE BOARD OF DIRECTORS

    INFORMATION REGARDING THE BOARD OF DIRECTORS

  2. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Directors who are also full-time officers or employees of Westlake receive no additional compensation for serving as directors. In 2023, all other directors received a quarterly retainer of $28,750, for a total annual retainer of $115,000. The Audit Committee chairman received an additional annual retainer of $25,000, the Compensation Committee chairman received an additional annual retainer of $20,000, the Nominating and Governance Committee chairman received an additional annual retainer of $15,000 and the Corporate Risk and Sustainability Committee chairman received an additional annual retainer of $15,000. Under the 2013 Omnibus Incentive Plan, which was amended and restated on May 11, 2023 following shareholder approval (the “Omnibus Incentive Plan”), the Board of Directors, effective May 12, 2023, authorized the issuance of 1,316 restricted stock units to each of Mss. Chao and Sabat, respectively, in connection with their appointment to the Board of Directors. All of these restricted stock units will vest on May 12, 2024, subject to the grantee’s continuing service as a director of Westlake as of the vesting date. The Board of Directors, effective August 11, 2023, authorized the issuance of 1,136 restricted stock units to each non-management director at the time (being Mss. Chao, Lubel and Sabat and Messrs. David Chao, Graff, Haas, McCollum, Northcutt and Sheets). All of these restricted stock units will vest on August 11, 2024, subject to the grantee’s continuing service as a director of Westlake as of the vesting date. Each such restricted stock unit represents a contingent right to receive one share of Westlake’s common stock at vesting. The following table sets forth a summary of the compensation earned or paid to our non-named executive officer directors in 2023:

  3. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | All Other Compensation(2) ($) | Total ($) | | Catherine T. Chao | 73,792 | 300,000 | 0 | 2,922 | 376,714 | | David T. Chao | 115,000 | 150,000 | 0 | 2,168 | 267,168 | | John T. Chao(3) | 0 | 0 | 0 | 0 | 0 | | Michael J. Graff | 130,000 | 150,000 | 0 | 2,168 | 282,168 | | Marius A. Haas | 115,000 | 150,000 | 0 | 2,168 | 267,168 | | Dorothy C. Jenkins(4) | 28,750 | 0 | 0 | 516 | 29,266 | | Kimberly S. Lubel | 115,000 | 150,000 | 0 | 2,168 | 267,168 | | Mark A. McCollum | 140,000 | 150,000 | 0 | 2,168 | 292,168 | | R. Bruce Northcutt | 135,000 | 150,000 | 0 | 2,168 | 287,168 | | Carolyn C. Sabat | 73,792 | 300,000 | 0 | 2,922 | 376,714 | | Jeffrey W. Sheets | 130,000 | 150,000 | 0 | 2,168 | 282,168 |

  4. COMPENSATION OF DIRECTORS

    | (1) These amounts represent the grant date fair value of the restricted stock units granted to our directors in 2023, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the related valuation assumptions, please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, each of Ms. Lubel and Messrs. David Chao, Graff, Haas, McCollum, Northcutt and Sheets had 1,136 unvested restricted stock units and Mss. Chao and Sabat had 2,452 unvested restricted stock units. |

  5. COMPENSATION OF DIRECTORS

    | (2) All Other Compensation amounts represent dividend equivalent payments with respect to restricted stock units that were paid to the directors before the vesting of the restricted stock units. |

  6. COMPENSATION OF DIRECTORS

    | (3) Mr. John Chao serves as Vice President and Managing Director of Westlake Innovations, Inc. (one of our subsidiaries). Please see “Certain Relationships and Related Party Transactions” elsewhere in this proxy statement for a description of his compensation earned as an employee of Westlake during 2023. Mr. John Chao did not receive any additional compensation for services provided as a director during 2023. |

  7. COMPENSATION OF DIRECTORS

    | (4) Ms. Jenkins retired from the Board of Directors in May 2023. |

  8. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1—ELECTION OF CLASS II DIRECTORS Our Restated Certificate of Incorporation provides that the Board of Directors be divided into three classes, each consisting, as nearly as possible, of one-third of the total number of directors constituting the Board of Directors, with each class to serve for a term of three years. The following nominees, each of whom was nominated by our Nominating and Governance Committee, are proposed for election in Class II, to serve until the annual meeting of stockholders in 2027, or until their successors are elected and qualified:

  9. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    | • | James Y. Chao |

  10. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    | • | John T. Chao |

  11. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    | • | Mark A. McCollum |

  12. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    | • | R. Bruce Northcutt |

  13. PROPOSAL 1—ELECTION OF CLASS II DIRECTORS

    Messrs. James Chao, John Chao, McCollum and Northcutt are incumbent Class II directors. Unless instructed otherwise, the proxies will be voted for the election of the four nominees named above. If any nominee is unable to serve, proxies may be voted for a substitute nominee selected by the Board of Directors, although management is not aware of any circumstance likely to render any of the named nominees unavailable for election.

  14. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AS CLASS II DIRECTORS.

  15. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    NOMINEES FOR ELECTION AS CLASS II DIRECTORS James Y. Chao (age 76). Mr. Chao has been our Chairman of the Board since July 2004 and became a director in June 2003. From May 1996 to July 2004, he served as our Vice Chairman. Mr. Chao has over 45 years of global experience in the chemical industry. From June 2003 until November 2010, Mr. Chao was the executive chairman of Titan Chemicals Corp. Bhd. Prior to that he served as Titan’s Managing Director. He has served as a Special Assistant to the Chairman of China General Plastics Group and worked in various financial, managerial and technical positions at Mattel Incorporated, Developmental Bank of Singapore, Singapore Gulf Plastics Pte. Ltd. and Gulf Oil Corporation. Mr. Chao, along with his brother, Albert Chao, assisted their father, T.T. Chao, in founding Westlake. He is the brother of Albert Y. Chao, father of David T. Chao and Catherine T. Chao, and uncle of John T. Chao and Carolyn C. Sabat. Mr. Chao received his B.S. degree from the Massachusetts Institute of Technology and an M.B.A. from Columbia University. The Board has concluded that Mr. James Chao should serve as a director of the Company based primarily on his long experience in the global chemicals and plastics industries and his lengthy tenure as a senior officer of the Company. Mr. Chao also brings important perspectives to our board as a member of the Chao family, which controls TTWF LP, our principal stockholder. John T. Chao (age 47). Mr. Chao has been a director since August 2018. Mr. Chao was appointed Vice President and Managing Director of Westlake Innovations, Inc. (one of our subsidiaries) effective as of March 1, 2021. From October 2018 to February 28, 2021, he was a Managing Director of Tanglewood Property Management Company, an affiliate of our principal stockholder. From March 2015 to October 2018, he was with New York Public Radio, as the organization’s Vice President of Partnerships and New Business from March 2015 to June 2016, Senior Vice President of Business and Strategy from June 2016 to August 2017 and Chief Operating Officer from August 2017 to October 2018. Mr. Chao was previously in the strategy and finance practice at McKinsey & Company where he advised energy and commodity companies, beginning in 2004 and ending his tenure as a partner in 2013. From 2000 to 2002, he was a financial analyst at the Company. He is the son of Albert Y. Chao, the nephew of James Y. Chao, the brother of Carolyn C. Sabat, and the cousin of David T. Chao and Catherine T. Chao. Mr. Chao received a bachelor’s degree in chemical engineering from Rice University and an M.B.A. from the Massachusetts Institute of Technology. The Board has concluded that Mr. John Chao should serve as a director of the Company based primarily on his experience with the chemical, energy and other commodity industries and his position as a member of the Chao family, which controls TTWF LP, our principal stockholder. Mark A. McCollum (age 65). Mr. McCollum has been a director since May 2018. Mr. McCollum was the President and Chief Executive Officer of Weatherford International plc from April 2017 to June 2020. Weatherford filed for voluntary Chapter 11 bankruptcy in July 2019 and emerged in December 2019. Prior to joining Weatherford, Mr. McCollum served as Executive Vice President and Chief Financial Officer of Halliburton Company, a position he assumed in 2008 and resumed in July 2016 following an interim role from December 2014 to July 2016 as Executive Vice President and Chief Integration Officer during the pendency of Halliburton’s proposed acquisition of Baker Hughes Incorporated. From 1995 to 2003, Mr. McCollum held a number of senior positions at Tenneco, Inc., including Chief Financial Officer, and, from 1991 to 1995, served as an Audit and Advisory Partner in Arthur Andersen’s Energy Division, where he began his career. Mr. McCollum has served on the Board of Directors of Marathon Oil since December 2022, the Board of Directors of Seadrill Limited since February 2022 and previously served on the Board of Directors of Archrock, Inc. from 2002 to July 2018. He also currently serves on the Board of Trustees for Baylor College of Medicine, the Board of Directors for the Baylor St. Luke’s Medical Center joint venture and the Board of Directors of Yellowstone Academy. Mr. McCollum received a bachelor’s of Business Administration degree in Accounting from Baylor University in 1980 and is a CPA in Texas. The Board has concluded that Mr. McCollum should serve as a director of the Company based primarily on his extensive experience in the oilfield services and energy industries and his broad background as a senior executive and in the field of financial accounting. R. Bruce Northcutt (age 64). Mr. Northcutt has been a director since May 2013. Mr. Northcutt was a partner of Navitas Midstream Partners, LLC from November 2013 and the Chairman of the Board, Chief Executive Officer and President of its manager, Navitas Midstream Management, LLC, from May 2014 until Navitas’ acquisition by Enterprise Products Partners L.P. in February 2022. Mr. Northcutt was the President and Chief Executive Officer and a director of Copano Energy, L.L.C. until its acquisition by Kinder Morgan Energy Partners, L.P. in May 2013. Mr. Northcutt had also served as Copano’s President and Chief Operating Officer from April 2003 until November 2009. Mr. Northcutt served as President of El Paso Global Networks Company from November 2001 until April 2003, Managing Director of El Paso Global Networks Company from April 1999 until November 2001 and Vice President, Business Development of El Paso Gas Services Company from January 1998 until April 1999. From 1988 until 1998, Mr. Northcutt held positions with various levels of responsibility at El Paso Energy and its predecessor, Tenneco Energy, including supervision of pipeline supply and marketing as well as regulatory functions. He began his career with Tenneco Oil Exploration and Production in 1982, working in the areas of drilling and production engineering. Mr. Northcutt has served on the Board of Directors of Ball Ventures LLC since February 1, 2023. Mr. Northcutt holds a Bachelor of Science degree in Petroleum Engineering from Texas Tech University and is a Registered Professional Engineer on inactive status in the State of Texas. The Board has concluded that Mr. Northcutt should serve as a director of the Company based primarily on his extensive experience in the energy industry and his experience as a chief executive officer.

  16. CLASS I DIRECTORS

    CLASS I DIRECTORS Catherine T. Chao (age 46). Ms. Chao has been a director since May 2023. Ms. Chao has been the director and co-founder of Tuyo Development since 2019 and a founding partner of Grains of Salt since 2016. From 2007 to 2013, Ms. Chao was a project architect with Greg Yang Design and, from 2008 to 2013, she was an adjunct professor of the School of Constructed Environments at Parsons The New School of Design. In addition, since 1997, Ms. Chao has served in various roles at Tanglewood Property Management Company, an affiliate of our principal stockholder, and was appointed a Manager of Tanglewood Property Management Company in September 2017. She is the daughter of James Y. Chao, the sister of David T. Chao, the niece of Albert Y. Chao, and the cousin of John T. Chao and Carolyn C. Sabat. Ms. Chao holds a bachelor’s degree in product design from Stanford University, a Masters of Architecture from the Rhode Island School of Design, and an MBA and a Masters in Urban Planning from Columbia University. Ms. Chao is a registered architect in New York and Oregon, a member of the American Institute of Architects and a member of the American Planning Association. The Board has concluded that Ms. Chao should serve as a director of the Company based primarily on her experience in the building and construction industry and her position as a member of the Chao family, which controls TTWF LP, our principal stockholder. Marius A. Haas (age 56). Mr. Haas has been a director since January 2018. He has been with BayPine Capital, where he is Partner and Co-Founder, since March 2020. Mr. Haas served as President and Chief Commercial Officer of Dell EMC from September 2016 to February 2020 and previously was Chief Commercial Officer and President of Enterprise Solutions for Dell Inc. from August 2012 to September 2016. Prior to joining Dell, Mr. Haas was with Kohlberg Kravis Roberts & Co. from June 2011 to August 2012 and with HP Inc. and its predecessor companies from August 1995 to June 2011, where he served in a variety of roles, including as Senior Vice President and Global Manager of HP’s Networking Division and as Senior Vice President and Chief Strategy Officer. Mr. Haas received a bachelor’s degree from Georgetown University and an M.B.A. from the Thunderbird School of Global Management at Arizona State University. The Board has concluded that Mr. Haas should serve as a director of the Company based primarily on his experience as a senior executive of public companies and in the private equity field, as well as his perspective from businesses that are outside the chemical industry. Kimberly S. Lubel (age 59). Ms. Lubel has been a director since May 2020. Ms. Lubel served as the Chairman, President and Chief Executive Officer of CST Brands, Inc. from its spin-off from Valero Energy Corporation in 2013 until CST’s acquisition by Alimentation Couche-Tard Inc. in June 2017. From October 2008 through December 2012, Ms. Lubel served as Valero’s Executive Vice President and General Counsel, with responsibility over Valero’s legal, ad valorem tax, health, safety and environmental, energy and gases, reliability and project execution departments. She joined Valero in 1997. Ms. Lubel has served on the Board of Directors of PBF Energy Inc. since August 2017, the Board of Directors of the Southwest Research Institute since 2019, the Board of Directors of Arcosa, Inc. since November 2021, and the Board of Directors of Inspire Trust Company, N.A. since September 2022. Previously, Ms. Lubel served on the Board of Directors of WPX Energy Inc. from December 2011 through January 2021. Ms. Lubel holds bachelor’s of arts degrees in Spanish and International Studies from Miami University (Ohio), a master of arts degree in International Relations from Baylor University and a juris doctorate degree from the University of Texas School of Law. She is also a graduate of the Executive Program at Stanford University. The Board has concluded that Ms. Lubel should serve as a director of the Company based primarily on her long experience in the petroleum refining and fuel and convenience retailing industries and her extensive experience in legal and related areas. Jeffrey W. Sheets (age 66). Mr. Sheets has been a director since January 2018. Mr. Sheets served as Executive Vice President and Chief Financial Officer of ConocoPhillips Company from October 2010 to February 2016. Mr. Sheets was associated with ConocoPhillips and its predecessor companies for more than 36 years and served in a variety of roles, including Senior Vice President of Planning and Strategy and Vice President and Treasurer. He began his career with Phillips Petroleum Company in 1980 as a process engineer. Mr. Sheets has served on the Board of Directors of Enerplus Corporation since December 2017 and of Schlumberger Limited since October 2019, and is a former director of DCP Midstream Partners LP. Mr. Sheets received a bachelor’s degree in chemical engineering from the Missouri University of Science and Technology and an M.B.A. from the University of Houston. Mr. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology. The Board has concluded that Mr. Sheets should serve as a director of the Company based primarily on his long experience in the petroleum industry and his extensive experience in financial accounting and related areas.

  17. CLASS III DIRECTORS

    CLASS III DIRECTORS Albert Y. Chao (age 74). Mr. Chao has been our President since May 1996 and a director since June 2003. Mr. Chao became our Chief Executive Officer in July 2004. Mr. Chao has over 40 years of global experience in the chemical industry. In 1985, Mr. Chao assisted his father, T.T. Chao, and his brother, James Y. Chao, in founding Westlake, where he served as Executive Vice President until he succeeded James Y. Chao as President. He has held positions in the Controller’s Group of Mobil Oil Corporation, in the Technical Department of Hercules Incorporated, in the Plastics Group of Gulf Oil Corporation and has served as Assistant to the Chairman of China General Plastics Group and Deputy Managing Director of a plastics fabrication business in Singapore. He is the brother of James Y. Chao, father of John T. Chao and Carolyn C. Sabat, and uncle of David T. Chao and Catherine T. Chao. Mr. Chao received a bachelor’s degree from Brandeis University and an M.B.A. from Columbia University. The Board has concluded that Mr. Albert Chao should serve as a director of the Company based primarily on his long experience in the global chemicals and plastics industries and his lengthy tenure as a senior officer of the Company. Mr. Chao also brings important perspectives to our Board from his position as a member of the Chao family, which controls TTWF LP, our principal stockholder. David T. Chao (age 47). Mr. Chao has been a director since January 2018. Mr. Chao is the Executive Chairman of Tanglewood Property Management Company, an affiliate of our principal stockholder, a position he has held since July 2017. From August 2013 to July 2017, Mr. Chao was the Company’s Vice President of Business Development for Asia and Middle East and from July 2011 to August 2013 he was the Company’s Director of Business Development for Asia and Middle East. Prior to joining Westlake, Mr. Chao was President and Director at PT Titan Petrokimia Nusantara, a petrochemical company based in Indonesia, from January 2008 to December 2010. He is the son of James Y. Chao, the nephew of Albert Y. Chao, brother of Catherine T. Chao, and the cousin of John T. Chao and Carolyn C. Sabat. Mr. Chao received a bachelor’s degree in mechanical engineering from Rice University and an M.B.A. from the Wharton School of the University of Pennsylvania. The Board has concluded that Mr. David Chao should serve as a director of the Company based primarily on his experience in the chemical industry and his position as a member of the Chao family, which controls TTWF LP, our principal stockholder. Michael J. Graff (age 68). Mr. Graff has been a director since May 2013. Mr. Graff is Chairman and Chief Executive Officer of American Air Liquide, Inc. and Executive Vice President of the Air Liquide Group. Mr. Graff joined Air Liquide as President and CEO of Air Liquide USA LLC in April 2007. In May 2009, Mr. Graff was named a Corporate Vice President of Air Liquide S.A. and a member of the Executive Committee of the Air Liquide Group with responsibilities for North America and Safety and Industrial Systems Worldwide. In September 2009, he took on additional responsibilities and was named President and CEO of American Air Liquide Holdings, Inc. In January 2010, Mr. Graff’s responsibilities were expanded to include all of Air Liquide’s operations in the Western hemisphere (Americas). In April 2012, Mr. Graff’s responsibilities were expanded to include oversight of Air Liquide’s electronic business worldwide and he was named Chairman of the Electronics World Business Line. In January 2013, Mr. Graff was named a Senior Vice Present of the Air Liquide Group and, in April 2013, he was named Chairman of American Air Liquide Holdings, Inc. In February 2017, Mr. Graff was named Executive Vice President of Air Liquide S.A. and Chairman of Airgas Inc. Prior to joining Air Liquide, Mr. Graff began his career with Amoco Corporation and then worked for BP plc, where he last served as President and Chief Executive Officer of BP Polymers Americas from 2001 to 2004. Mr. Graff served as a director of The Lubrizol Corporation from 2009 until it was acquired by Berkshire Hathaway Inc. in 2011. Mr. Graff serves as Vice Chairman and chair of the Executive Committee of the American Chemistry Council. He is also a principal of the American Energy Innovation Council, a member of the National Petroleum Council and a member the United States Investment Advisory Council, chairing the Committee on Competitiveness for the U.S. Department of Commerce. He is a member of the Greater Houston Partnership, a member of the Energy Forum of the Baker Institute at Rice University and serves on the Board of Trustees of the Illinois Institute of Technology, on the Engineering Advisory Council for Purdue University, on the Board of Directors of Junior Achievement of Southeast Houston, on the Board of Trustees for the George and Barbara Bush Foundation and on the Leadership Council for Houston Methodist Hospital. Mr. Graff holds an M.S. in Chemical Engineering from Purdue University, a B.S. in Chemical Engineering from the Illinois Institute of Technology, has studied business at the University of Chicago and has completed executive management programs at the Wharton School of the University of Pennsylvania, the University of Cambridge and the Stanford University Law School. The Board has concluded that Mr. Graff should serve as a director of the Company based primarily on his extensive experience in the energy, chemicals and polymers industries and his experience as a chief executive officer. Carolyn C. Sabat (age 44). Ms. Sabat has been a director since May 2023. Ms. Sabat is the Managing Director – Investments for JADEC, LLC, an affiliate of our principal stockholder, a position she has held since June 2017. Ms. Sabat is also a Manager of Tanglewood Property Management Company, an affiliate of our principal stockholder, a position she has held since September 2017. Ms. Sabat began her career with The Goldman Sachs Group, Inc. in July 2001, eventually serving as Vice President for Asset Management and ending her tenure as Managing Director in May 2017. She is the daughter of Albert Y. Chao, the sister of John T. Chao, the niece of James Y. Chao, and the cousin of David T. Chao and Catherine T. Chao. Ms. Sabat holds a bachelor’s degree in psychology from Princeton University. The Board has concluded that Ms. Sabat should serve as a director of the Company based primarily on her financial and investment experience and her position as a member of the Chao family, which controls TTWF LP, our principal stockholder.

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Employment Agreements; Termination or Change-in-Control Arrangements |

  19. Compensation Committee Oversight

    | • | reviewing and approving employment agreements for Executives and change-in-control protection offered to non-Executive employees of the Company, if any; and |

  20. The Deliberative Process

    The Deliberative Process In establishing targeted levels of executive compensation, the Committee has selected a set of peer group companies (the “Peer Group”) from among companies of relative comparable size to the Company, with executive positions of similar scope and responsibility, and from among companies with which the Company may compete for executive talent. With the assistance of Willis Towers Watson, the Committee reviews the Peer Group on a regular basis. To validate current peers and identify potential new peer companies, Willis Towers Watson conducts a comprehensive review using both objective and qualitative criteria that the Committee deems to be appropriate, including recent developments with current peer companies (e.g., merger and acquisition activity and changes in financial performance), revenue, industry classification, market capitalization and other financial data, peers of peers analysis, business and product portfolios, peers as identified by proxy advisory firms such as ISS and Glass Lewis, and business and labor market competitors, with an overall objective of achieving approximately a median ranking for Westlake within the Peer Group. The following companies from both the chemicals and building products industries made up the Peer Group as adopted by the Committee for purposes of determining compensation for 2023 (the “2023 Peer Group”):

  21. The Deliberative Process

    As proposed by Willis Towers Watson, the Committee recommended, and the Board of Directors approved, adjustments to the Peer Group in November 2023 for purposes of determining compensation for 2024. In consideration of the criteria previously mentioned and to achieve an approximately median ranking for the Company relative to its Peer Group, Dow Inc., Ecolab Inc., LyondellBasell Industries N.V. and The Sherwin-Williams Company were added and Corteva, Inc. and Fortune Brands Innovations, Inc. were removed. The Committee will continue to make changes in the Peer Group as warranted to reflect changes in the size, business profile and publicly-listed status of the companies to help ensure that companies comparable in size and business profile are included and continue to be appropriate for the compensation decision-making process. In addition to referring to the Peer Group, Willis Towers Watson utilizes survey data from its proprietary compensation databases, including, but not limited to, the Willis Towers Watson CDB Executive Survey, and other relevant market information. These surveys compare the compensation of executives at numerous companies to similar positions as the NEOs (the “Market Survey”). The Market Survey is used in conjunction with the Peer Group data (collectively, the “Reference Points”) to help validate the market findings and more specifically establish market compensation rates for positions with limited Peer Group data and/or for positions that are not industry-specific and for which the Company would need to recruit on a broader basis (for instance, Chief Financial Officer). Finally, in establishing the target executive compensation, the Committee takes a total compensation view to include base pay, cash bonuses and long-term incentives, so that as long as the composite total compensation of a NEO is competitive with the Reference Points, individual components may fall below or above the median of the Reference Points. In conducting its surveys for the Reference Points, Willis Towers Watson reports directly to the Committee on each component and on a composite total compensation basis. The Committee meets annually in February to address the compensation of the PEO, other NEOs and other Executives. During this meeting, the Committee reviews the achievement of the Company’s goals and objectives, including the Company’s Economic Value Added (defined as the net operating profit after taxes in relation to capital employed) and performance relative to its competitors within the chemical and building products industries, including those competitors within the Peer Group, the Reference Points and other relevant factors established by the Committee. During this deliberation, the PEO is excused from the meeting to allow members of the Committee to deliberate independently regarding his compensation. During this annual review meeting, the PEO also presents his recommendations to the Committee regarding the compensation to be provided to the other NEOs and other Executives. The PEO and the Committee, after considering data from the Reference Points and other relevant factors, set the compensation for these Executives.

  22. Compensation Philosophy and Program Objectives

    | • | maintaining market competitiveness with the Company’s peer group compensation programs and practices; |

  23. Compensation Philosophy and Program Objectives

    | • | balancing short-term objectives with long-term strategic initiatives. |

  24. Establishing Compensation Levels

    For additional information on the salaries paid to the PEO and the other NEOs during 2023, see “Executive Compensation—2023 Summary Compensation Table.” In February 2024, the Committee elected to set the base salaries for the NEOs as follows: $1,301,000 for Mr. Albert Chao, $1,019,000 for Mr. James Chao, $755,000 for Mr. Bender, $655,000 for Mr. Buesinger and $735,000 for Mr. Ederington. The salaries of Mr. Albert Chao, Mr. James Chao, Mr. Bender, Mr. Buesinger and Mr. Ederington were increased from $1,263,000, $989,000, $730,000, $635,000 and $700,000, respectively, after consideration of the Reference Points. Mr. Ederington’s base salary was increased from $635,000 to $700,000 in May 2023 as a result of his expanded responsibilities for the Performance and Essential Materials segment in April 2023. Cash Incentive Plans/Bonuses—For 2023, the PEO, other NEOs and other Executives were eligible to be considered to receive payments under the Company’s Annual Incentive Plan (“AIP”) and Quarterly Incentive Plan (“QIP”). The Committee administers the AIP with respect to the Executives, and the PEO (or any other Executive to whom the PEO may delegate such authority) administers the AIP with respect to other participants. The bonus potential of the AIP and QIP plans has been designed to serve as a significant incentive for continuous improvement and to provide cash compensation opportunities that are competitive within the market with an emphasis on the Company’s peers within the chemical and building products industries. AIP. Under the terms of the AIP, a target bonus percentage is established by the Committee for the PEO, other NEOs and other Executives generally ranging from 35% to 135% of base pay (as of the end of the previous year) depending on the position, level and range of responsibility of the employee. In establishing the target bonus, the Committee reviews the Reference Points with respect to the PEO and the PEO’s recommendations and the Reference Points with respect to the other NEOs. Mr. Ederington’s AIP target bonus was increased from 75% to 80% in May 2023 as a result of his expanded responsibilities for the Performance and Essential Materials segment in April 2023. The Committee set the AIP target bonuses for 2023 and 2024 as follows (as a percentage of base pay):

  25. Establishing Compensation Levels

    Each year, in determining the bonuses to be awarded under the AIP, the Committee considers the performance of the Company, as well as the contributions of the individual NEOs and seeks to reward and encourage strategic thinking and actions that benefit the Company and its stockholders in the long-term. The Committee approves threshold performance goals for (1) Total Shareholder Return (“TSR”), (2) Return on Capital Employed (“ROCE”) and (3) Selling, General and Administrative Expenses (“SG&A”), each as described below. No bonus payment is authorized under the AIP unless one of the threshold performance goals established by the Committee for the performance period is satisfied. For 2023, the Committee approved the following threshold metrics for the AIP, any one of which must have been met in order to authorize bonus payments under the AIP for 2023:

  26. Establishing Compensation Levels

    | 1. | TSR—the Company’s TSR relative to the 2023 Peer Group must be within the top two-thirds. For this purpose, TSR is defined as: (A) the average of the daily average stock price for the 90-day period ended on December 31, 2023, minus the average of the daily average stock price for the 90-day period ended on December 31, 2022, plus dividends paid, divided by (B) the average of the daily average stock price for the 90-day period ended on December 31, 2022. |

  27. Establishing Compensation Levels

    | 1. | The Company’s TSR was 38.4%, which relative to the 2023 Peer Group was determined to be within the top two-thirds. |

  28. Establishing Compensation Levels

    In February 2024, the Committee approved a set of threshold performance goals substantially similar to those used for the 2023 AIP plan year, any one of which must be met in order to authorize bonus payments for the 2024 AIP plan year. After it is determined that at least one of the three threshold performance measures has been met, the Committee’s determination as to the amount of bonus awarded is significantly influenced by the Economic Value Added (defined as the net operating profit after taxes in relation to capital employed) (the “EVA”) generated by the Company, adjusted as appropriate to reflect nonoperating impacts including, but not limited to, certain amortization expenses, impairment and restructuring costs, acquisition-related integration and transaction costs, non-controlling interests, and other items as deemed appropriate by the Committee. The established performance target for purposes of determining the bonus multiple that factors into final corporate AIP bonus calculations is the EVA required to provide a return equal to the Company’s weighted average cost of capital, which generally has been 8.75%. The schedule below shows how achievement against the performance target (the EVA rate of return) impacts the corporate EVA bonus multiple.

  29. Establishing Compensation Levels

    | Return Rate | EVA Bonus Multiple | | 0.00% - 8.75% | 0X - 1X | | 8.75% - 13.13% | >1X - 2X | | 13.13% - 21.88% | >2X - 3X |

  30. Establishing Compensation Levels

    The return rate for 2023 was 8.9%, which resulted in a corporate EVA bonus multiple of 1.03X. For each individual AIP participant, the EVA bonus multiple is weighted depending on the corporate results or strategic business unit in which the participant belongs. For Messrs. A. Chao, J. Chao, Bender and Ederington, their EVA bonus is 100% of the corporate EVA bonus multiple. For Mr. Buesinger, his EVA bonus multiple is weighted between the corporate EVA bonus multiple and segment EVA bonus multiple, which is calculated using a similar methodology as the corporate EVA bonus multiple. In addition, for each individual AIP participant, the EVA bonus multiple is then adjusted between 80% and 120% based on individual performance factors, including attainment of goals, personal contribution and effort and managerial success factors. Goals and managerial success factors touch on several areas, including, but not limited to, safety, financial results, operational performance, and sustainability. The EVA bonus multiple, as adjusted for individual performance, is the final bonus multiple for each NEO’s final declared bonus for 2023. In order to moderate the cyclical nature of the industries in which the Company operates, the Committee utilizes a “banking” approach that averages the EVA over several years by carrying two-thirds of each NEO’s bonus multiple forward to the next year. Each NEO’s final bonus payment for the current plan year consists of one-third of the sum of their carried over bonus multiples from prior years and the final declared bonus for the current year. The Committee then reviewed the EVA of the various business units, segments, and Westlake as a whole, taking into account the cyclical nature of our business and current market conditions, as well as the contributions and performance of the PEO and each of the other NEOs during 2023 and awarded bonus payments under the AIP to the PEO and each of the other NEOs. Mr. Albert Chao was awarded a final bonus payment equal to 204% of his target bonus and Mr. James Chao was awarded a bonus payment equal to 204% of his target bonus, in each case based on their leadership in achieving overall earnings stability despite soft economic conditions in the global markets through the expansion and diversification of our businesses, their leadership role in achieving several strategic initiatives and their focus on safe and efficient operations. The Committee awarded Mr. Bender a final bonus payment equal to 212% of his target bonus in consideration of the performance of the business and his leadership role in implementing effective cost controls, maintaining a strong balance sheet and pursuing strategic initiatives including, but not limited to, initiatives in the area of coordinating and leading sustainability efforts as an enterprise. The Committee awarded Mr. Buesinger a final bonus payment equal to 229% of his target bonus based upon record financial and operational performance of the Housing and Infrastructure Products segment and various initiatives including efforts to integrate enterprise-wide information systems. The Committee awarded Mr. Ederington a final bonus payment equal to 211% of his target bonus based upon his leadership in achieving stable financial performance despite soft economic conditions in the global markets, improved operational and safety performance of the Performance and Essential Materials segment generally and various strategic initiatives, as well as his leadership role in human resources, compliance and legal functions. The cash bonus payments are typically made in March of each year. QIP. The QIP is a short-term cash incentive designed for the general employee population, including the NEOs and the other Executives, and is paid to all eligible employees on a quarterly basis. The Company operates more than one hundred quarterly incentive plans, each having individual targets designed to encourage the achievement of short-term operating goals for the respective functional group or operational unit. For example, the targets in 2023 for an operating unit under either the Performance and Essential Materials or the Housing and Infrastructure Products segment included a variety of operational and commercial goals, including production and sales volumes, raw material usage and yields, as well as goals to limit or reduce safety and environmental incidents and to improve product quality. Employees may participate in one or more quarterly incentive plan, depending on the role they perform for the Company. The QIP award for the NEOs was based upon a weighted average of each of the operational and plant level quarterly incentive plans, as well as management of SG&A expenses. The NEOs are subject to the same metrics that apply to the general employee population, which include safety, environmental, operating efficiency and cost/profitability metrics. All of the goals are established and weighted by management and approved by the PEO at the beginning of each year or when executive responsibilities change, and are measured each quarter to determine the level of goal achievement and the payment amount. Although the QIP results are measured and a payment is received each quarter, the QIP provides for a make-up provision at the end of the year so that if certain targets were not met in the previous quarters, but were met at the end of the year, the participants will be eligible to receive a make-up payment for having achieved the targets for the full year. The goal-setting process includes the establishment of targets that seek to foster continuous improvement in all aspects of the Company’s operations and in any given year to focus on the most important elements facing the operations at the time. The targeted quarterly payment under these plans for 2023 for each of the NEOs was 8% of quarterly eligible earnings. These target percentages reflect similar percentages for almost all similarly situated employees at Westlake. Payment is based upon the rate of actual goal achievement: in other words, if 60% of the quarterly targets were met, then 60% times 8% would be paid, or 4.8%. In all cases, however, the final payment is subject to the Company meeting a return on capital employed (“QIP ROCE”) target, which is specific to the QIP and is established by the PEO at his discretion at the beginning of each Omnibus Incentive Plan Year. The QIP ROCE target for 2023 was 5.25%. QIP ROCE is calculated in the same manner as ROCE under the AIP, as described above. In the event the QIP ROCE target is met, 100% of the QIP payment will be authorized, subject to the achievement of the actual goals. If the QIP ROCE target is not met but is above 0%, then a prorated QIP payment will be authorized, subject to the achievement of the actual goals. If the QIP ROCE target is 0% or below, a payment of 25% of the QIP will be authorized, subject to the achievement of the actual goals. QIP ROCE was equal to 8.9% and no adjustments as a result of QIP ROCE were made because results exceeded the 5.25% threshold. The full year results of the QIP for 2023 for the NEOs is noted below:

  31. Establishing Compensation Levels

    | | Target Achievement | Adjustments made as a result of ROCE | Payout | | Mr. Albert Chao | 77.0% | None | $77,139 | | Mr. James Chao | 77.0% | None | $60,419 | | Mr. Bender | 77.0% | None | $44,520 | | Mr. Buesinger | 68.5% | None | $34,473 | | Mr. Ederington | 76.9% | None | $41,226 |

  32. Establishing Compensation Levels

    Long-Term Incentives (“LTI”)—A long-term stock-based incentive program has been adopted by the Board of Directors to foster a long-term view of the business, assist in retaining and rewarding Executives for their efforts and achievements and provide management with an ownership interest in the Company to help to further align their actions with the interests of the stockholders. Under the terms of the Omnibus Incentive Plan, the Company may grant Executives a variety of stock-based and cash-based compensation awards. In determining the targeted LTI award, the Committee utilizes the same deliberative process as earlier described for base pay and cash incentives. The Committee reviews the Reference Points and recommendations from Willis Towers Watson and the PEO, then sets an LTI target for each of the NEOs, which is a percentage of base pay based upon each NEO’s base pay as of the previous year end. As with other elements of the Company’s compensation program, the size of these awards is based upon the level and scope of the Executive’s job, the performance of the individual and competitive market forces. The Committee determined that to be competitive with relevant companies set forth in the Reference Points, the LTI targets for the PEO and other NEOs should be no less than 80% and no higher than 110% of the market 50th percentile for long-term incentives for similarly situated executives at companies set forth in the Reference Points. For more information on LTI awards granted to the NEOs in 2023, please see “Executive Compensation—2023 Grants of Plan-Based Awards.” After reviewing the Reference Points at meetings in February 2023 and 2024, the Committee set the LTI targets for Messrs. Albert Chao, James Chao, Bender, Buesinger and Ederington as outlined below. Mr. Ederington’s LTI target was increased from 230% to 235% in May 2023 as a result of his expanded responsibilities for the Performance and Essential Materials segment in April 2023. The LTI targets (each as a percentage of base pay for an NEO) set for the PEO and the other NEOs by the Committee for 2023 and 2024 are as follows:

  33. Establishing Compensation Levels

    | • | non-qualified stock options; |

  34. Establishing Compensation Levels

    | • | restricted stock units; and |

  35. Establishing Compensation Levels

    | • | performance stock unit awards. |

  36. Establishing Compensation Levels

    The Committee, after consultation with management and Willis Towers Watson, has chosen this program to recognize the unique characteristic of each award type. While all three types of awards provide Executives with an incentive to help grow the value of the Company and the corresponding value of the stock, options may experience more volatility over the term of the award, and the Executives may receive no compensation if the price of the Company’s shares never exceeds the exercise price of the options following vesting of the options. On the other hand, restricted stock unit awards put direct shares into the hands of management and give them a more direct line of sight to the potential value they might realize. In addition, the performance stock unit award is designed to provide added incentive based on the achievement of a performance target. The Committee believes the equal split of awards of stock options, restricted stock units and performance-based awards provides an overall balanced award. Non-Qualified Stock Options—Under the provisions of the Omnibus Incentive Plan, the Company may grant non-qualified stock options to executive and senior management personnel. The Board of Directors typically grants these awards annually during the first quarter of the year in conjunction with the first Board of Directors meeting of the year. The grant price for these awards is based upon the mean of the high and low market price for shares of the Company’s common stock on the date of the award as approved by the Board of Directors. All annual stock options granted by the Board of Directors to date have had a 10-year term with a three-year ratable vesting period. The Company has not made any post-award adjustments in grant dates or grant prices. Restricted Stock Units—As with stock options, the Board of Directors typically grants awards of restricted stock units annually during the first quarter of the year in conjunction with the first Board of Directors meeting of the year. Each restricted stock unit award granted by the Board of Directors represents a contingent right to one share of Westlake’s common stock and is scheduled to vest 100% at the end of typically, a three-year period, and occasionally a shorter or longer period. In addition, to ensure retention of key executive talent, in May 2023, Mr. Bender and Mr. Buesinger were each awarded special restricted stock unit awards of $1,500,000, which will vest in three years and Mr. Ederington was awarded special restricted stock unit awards of $2,500,000, which will vest in five years. Performance Stock Unit Awards—The performance stock unit awards granted in February 2023 are subject to a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The amount of performance stock units received will be based upon either the Company’s total shareholder return compared with the total shareholder return of the 2023 Peer Group (“Relative TSR”) (threshold performance requires a relative total shareholder return rank of at least the 33rd percentile; target performance requires a rank of at least the 50th percentile; and maximum performance requires a rank of at least the 75th percentile) or the Company’s economic value added (“EVA”) (threshold performance requires an average EVA multiple of at least 0.5X; target performance requires an average EVA multiple of at least 1X; and maximum performance requires an average EVA multiple of at least 2X; with the EVA multiple being calculated in the same manner as described in “Cash Incentives Plans/Bonuses – AIP”), whichever measure results in the greater payout.

  37. Establishing Compensation Levels

    | * “X” equals a return equivalent to the cost of capital; see “Cash Incentive Plans/Bonuses – AIP.” |

  38. Establishing Compensation Levels

    If at least the threshold performance is attained, the performance awards will be paid after the Committee determines the performance level. The performance stock unit awards that were granted in February 2021, for the plan period January 1, 2021 through December 31, 2023, achieved a payout of 200%, based on an average three-year EVA achievement of 2.5X and relative TSR rank of 85.7%, both of which were greater than the maximum performance rate. Stock Ownership, Pledging and Anti-Hedging Policy—In an effort to further align the interests of the Executives and stockholders, the Committee has adopted a policy applicable to the PEO, each other NEO and other key Executives, as well as directors, which requires each such person to retain 100%, of any vested restricted stock and shares of common stock of the Company acquired through the vesting of restricted stock awards, restricted stock unit awards and performance stock unit awards, net of shares used to pay applicable taxes, until the total value reaches six times the annual base salary for Messrs. Albert Chao and James Chao, three times the annual base salary for certain other officers (including Messrs. Bender, Buesinger and Ederington ), one times the annual base salary of other executives, and five times the annual cash retainer for directors, or until his or her employment or service, as the case may be, with the Company terminates. This policy also prohibits our directors and executives from shorting or hedging, or buying puts and calls with respect to, our securities, or entering into similar arrangements and requires directors and executives to provide notice prior to pledging our securities. None of our directors or executives currently pledges any of our securities. Equity awards to Executives, any shares of common stock issued under equity awards and any profits realized on the sale of such shares are subject to potential clawback or recoupment in accordance with the Company’s policy for recovering erroneously awarded compensation. Perquisites—All Executives were eligible for a Company-paid annual physical examination during 2023, which is provided as a means to promote personal health and wellness.

  39. Employment Agreements; Termination or Change-in-Control Arrangements

    Employment Agreements; Termination or Change-in-Control Arrangements Employment Agreements—The Company does not have employment agreements with any of the NEOs; however, each Executive, including each of the NEOs, is typically provided an offer letter of employment containing the principal elements of the employment arrangement, including compensation. Termination or Change-in-Control Arrangements— Equity award agreements under the Omnibus Incentive Plan contain provisions that provide for certain accelerated vesting benefits in the event of termination by reason of death or normal retirement. Additionally, the AIP provides for the payment of a prorated bonus and certain banked amounts in the event of termination by reason of death, permanent disability, normal retirement or an approved reduction-in-force. In 2023, the Company incorporated change in control provisions into the AIP and Omnibus Incentive Plan, following shareholder approval, that provide for pro-rated vesting on a qualifying termination of employment within a twenty-four month period following a change in control for awards that are assumed or replaced with equivalent awards. Such provisions provide for pro-rated double-trigger vesting and would result in full vesting in connection with a change in control if such awards were not assumed or replaced with equivalent awards. These provisions are intended to ensure the engagement of key employees in the event of disruptive circumstances resulting from a change in control, while being mindful of market practices relating to change in control protections. For additional information on termination and change in control provisions, see: “2023 Potential Payments Upon Termination or Change in Control” below.

  40. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  41. 2023 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and | | Salary(1) | Awards(2) | Awards(3) | Compensation(4) | Compensation(5) | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Albert Chao | 2023 | 1,252,965 | 4,819,447 | 2,030,507 | 3,553,139 | 315,428 | 11,971,486 | | President and Chief | 2022 | 1,207,396 | 4,610,575 | 1,943,071 | 4,169,146 | 312,152 | 12,242,340 | | Executive Officer | 2021 | 1,162,577 | 3,942,425 | 1,714,275 | 3,375,489 | 206,641 | 10,401,407 | | James Chao | 2023 | 981,385 | 3,022,488 | 1,273,402 | 2,177,419 | 192,881 | 7,647,575 | | Chairman | 2022 | 900,154 | 2,256,629 | 951,034 | 2,551,458 | 223,645 | 6,882,920 | | | 2021 | 711,308 | 2,144,256 | 932,408 | 1,676,575 | 163,953 | 5,628,500 | | M. Steven Bender | 2023 | 723,077 | 2,883,179 | 582,744 | 1,361,520 | 115,843 | 5,666,363 | | Executive Vice President and | 2022 | 686,385 | 2,215,440 | 512,280 | 1,584,295 | 112,383 | 5,110,783 | | Chief Financial Officer | 2021 | 638,730 | 1,356,153 | 480,986 | 1,121,910 | 80,897 | 3,678,676 | | Robert F. Buesinger | 2023 | 629,231 | 2,512,393 | 426,579 | 1,125,473 | 98,012 | 4,791,688 | | Executive Vice President – Housing and | 2022 | 600,308 | 1,942,509 | 397,205 | 1,211,619 | 95,725 | 4,247,366 | | Infrastructure Products, IT and Digital | 2021 | 565,789 | 1,452,365 | 370,636 | 955,532 | 71,808 | 3,416,130 | | L. Benjamin Ederington | 2023 | 668,481 | 3,608,902 | 467,193 | 1,220,226 | 105,411 | 6,070,212 | | Executive Vice President, Performance and | 2022 | 597,077 | 2,006,789 | 424,323 | 1,208,180 | 95,532 | 4,331,901 | | Essential Materials, General Counsel and | 2021 | 551,905 | 1,123,251 | 379,727 | 889,361 | 71,817 | 3,016,061 | | Chief Administrative Officer | | | | | | | |

  42. 2023 Summary Compensation Table

    | (1) See “Compensation Discussion and Analysis—Establishing Compensation Levels—Base Pay” for more information on base salary. |

  43. 2023 Summary Compensation Table

    | (2) These amounts represent the grant date fair values of restricted stock unit awards and performance stock unit awards granted to our named executive officers, which, for 2023, were as follows: $2,030,471 and $2,788,976, respectively, for Mr. Albert Chao; $1,273,352 and $1,749,135, respectively, for Mr. James Chao; $2,082,682 and $800,497, respectively, for Mr. Bender; $1,926,549 and $585,844, respectively, for Mr. Buesinger; and $2,967,127 and $641,775, respectively, for Mr. Ederington. The performance stock unit awards granted to our named executive officers have a maximum payout potential of two times the target or $4,073,207 for Mr. Albert Chao, $2,554,554 for Mr. James Chao, $1,169,100 for Mr. Bender, $855,606 for Mr. Buesinger, and $937,291 for Mr. Ederington, plus the payment of dividend equivalents earned during the performance period. All grant date fair values of these awards are calculated in accordance with FASB ASC Topic 718. For a discussion of the related valuation assumptions for the restricted stock unit awards and performance stock unit awards, please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  44. 2023 Summary Compensation Table

    | (3) These amounts represent the grant date fair value of stock option awards granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. For a discussion of the related valuation assumptions for the stock option awards, please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  45. 2023 Summary Compensation Table

    | (4) For 2021, 2022 and 2023, the amounts represent the sum of (A) the QIP incentive bonus earned in the applicable year and (B) the AIP annual cash incentive earned in the applicable year. The amounts of the QIP annual cash incentives earned for 2023 were $77,139 for Mr. Albert Chao, $60,419 for Mr. James Chao, $44,520 for Mr. Bender, $34,473 for Mr. Buesinger and $41,226 for Mr. Ederington. The amounts of the AIP annual cash incentives earned for 2023 were $3,476,000 for Mr. Albert Chao, $2,117,000 for Mr. James Chao, $1,317,000 for Mr. Bender, $1,091,000 for Mr. Buesinger and $1,179,000 for Mr. Ederington. |

  46. 2023 Summary Compensation Table

    | (5) The 2023 amounts include the following: |

  47. 2023 Summary Compensation Table

    | | Westlake Matching Contributions to 401(k) Savings Plan and Additional Contributions of 8% of Annualized Base Pay (up to $330,000 in 2023) ($) | Term Life Insurance Premiums ($) | Other Compensation ($)(a) | Cash Dividends on Unvested Restricted Stock, Dividend Equivalents on Unvested Restricted Stock Units and Dividend Equivalents on Vested Performance Stock Units ($) | | Albert Chao | 37,600 | 810 | — | 277,018 | | James Chao | 37,600 | 810 | — | 154,471 | | M. Steven Bender | 37,600 | 791 | 180 | 77,272 | | Robert F. Buesinger | 37,600 | 1,053 | — | 59,359 | | L. Benjamin Ederington | 37,600 | 1,500 | 5,000 | 61,311 |

  48. 2023 Summary Compensation Table

    | (a) Includes an employer reimbursement for fitness programs in the amount of $180 for Mr. Bender and a college scholarship granted to one of Mr. Ederington’s dependents in the amount of $5,000. |

  49. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  50. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options(2) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Albert Chao | 2/17/2023 | — | — | — | — | — | — | 16,555(4) | — | — | 2,030,471 | | | 2/17/2023 | — | — | — | — | — | — | — | 45,196 | 122.65 | 2,030,507 | | | | — | — | — | 509,151 | 2,036,603 | 4,073,207 | — | — | — | 2,036,603 | | | | — | 1,705,050(6) | — | — | — | — | — | — | — | — | | | | — | 101,040(7) | — | — | — | — | — | — | — | — | | James Chao | 2/17/2023 | — | — | — | — | — | — | 10,382(4) | — | — | 1,273,352 | | | 2/17/2023 | — | — | — | — | — | — | — | 28,344 | 122.65 | 1,273,402 | | | | — | — | — | 319,319 | 1,277,277 | 2,554,554 | — | — | — | 1,277,277 | | | | — | 1,038,450(8) | — | — | — | — | — | — | — | — | | | | — | 79,120(9) | — | — | — | — | — | — | — | — | | M. Steven Bender | 2/17/2023 | — | — | — | — | — | — | 4,751(4) | — | — | 582,710 | | | 5/12/2023 | — | — | — | — | — | — | 13,164(5) | — | — | 1,499,972 | | | 2/17/2023 | — | — | — | — | — | — | — | 12,971 | 122.65 | 582,744 | | | | — | — | — | 146,137 | 584,550 | 1,169,100 | — | — | — | 584,550 | | | | — | 620,500(10) | — | — | — | — | — | — | — | — | | | | — | 58,400(11) | — | — | — | — | — | — | — | — | | Robert F. Buesinger | 2/17/2023 | — | — | — | — | — | — | 3,478(4) | — | — | 426,577 | | | 5/12/2023 | — | — | — | — | — | — | 13,164(5) | — | — | 1,499,972 | | | 2/17/2023 | — | — | — | — | — | — | — | 9,495 | 122.65 | 426,579 | | | | — | — | — | 106,951 | 427,803 | 855,606 | — | — | — | 427,803 | | | | — | 476,250(12) | — | — | — | — | — | — | — | — | | | | — | 50,800(13) | — | — | — | — | — | — | — | — | | L. Benjamin Ederington | 2/17/2023 | — | — | — | — | — | — | 3,809(4) | — | — | 467,174 | | | 5/12/2023 | — | — | — | — | — | — | 21,940(5) | — | — | 2,499,953 | | | 2/17/2023 | — | — | — | — | — | — | — | 10,399 | 122.65 | 467,193 | | | | — | — | — | 117,161 | 468,646 | 937,291 | — | — | — | 468,646 | | | | — | 560,000(14) | — | — | — | — | — | — | — | — | | | | — | 56,000(15) | — | — | — | — | — | — | — | — |

  51. 2023 Grants of Plan-Based Awards

    | (1) Represents the target, threshold and maximum payout opportunities for 2023 grants of performance stock units subject to a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. The amount of performance stock units received will be based upon either Westlake’s total shareholder return compared with the total shareholder return of the 2023 Peer Group (threshold performance requires relative total shareholder return rank of at least the 33rd percentile; target performance requires a rank of at least the 50th percentile; and maximum performance requires a rank of at least the 75th percentile) or Westlake’s economic value added threshold performance requires an average EVA multiple of at least 0.5X; target performance requires an average EVA multiple of at least 1X; and maximum performance requires an average EVA multiple of at least 2X; with the EVA multiple being calculated in the same manner as described in “Cash Incentive Plans/Bonuses”), whichever measure results in the greater payout. Please see “Compensation Discussion and Analysis—Long-Term Incentives” for more information. |

  52. 2023 Grants of Plan-Based Awards

    | (2) Represents stock options that vested or will vest in three equal installments on February 17, 2024, February 17, 2025 and February 17, 2026. |

  53. 2023 Grants of Plan-Based Awards

    | (3) Represents the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For a discussion of the related valuation assumptions, please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  54. 2023 Grants of Plan-Based Awards

    | (4) Represents restricted stock units that will vest on February 17, 2026. The named executive officers receive dividend equivalents with respect to the restricted stock units. |

  55. 2023 Grants of Plan-Based Awards

    | (5) Represents special retention restricted stock units issued to Messrs. Bender and Buesinger that will vest on May 12, 2026 and to Mr. Ederington that will vest on May 12, 2028. These officers do not receive dividend equivalents with respect to these restricted stock units. |

  56. 2023 Grants of Plan-Based Awards

    | (6) AIP award based on a target percentage of 135% of Mr. Albert Chao’s base salary as of December 31, 2023. There is no “threshold” or “maximum” payout with respect to this award. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the AIP incentive awards. |

  57. 2023 Grants of Plan-Based Awards

    | (7) QIP award based on a target percentage of 8% of Mr. Albert Chao’s base salary as of December 31, 2023. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  58. 2023 Grants of Plan-Based Awards

    | (8) AIP award based on a target percentage of 105% of Mr. James Chao’s base salary as of December 31, 2023. There is no “threshold” or “maximum” payout with respect to this award. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the AIP incentive awards. |

  59. 2023 Grants of Plan-Based Awards

    | (9) QIP award based on a target percentage of 8% of Mr. James Chao’s base salary as of December 31, 2023. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  60. 2023 Grants of Plan-Based Awards

    | (10) AIP award based on a target percentage of 85% of Mr. Bender’s base salary as of December 31, 2023. There is no “threshold” or “maximum” payout with respect to this award. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the AIP incentive awards. |

  61. 2023 Grants of Plan-Based Awards

    | (11) QIP award based on a target percentage of 8% of Mr. Bender’s base salary as of December 31, 2023. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  62. 2023 Grants of Plan-Based Awards

    | (12) AIP award based on a target percentage of 75% of Mr. Buesinger’s base salary as of December 31, 2023. There is no “threshold” or “maximum” payout with respect to this award. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the AIP incentive awards. |

  63. 2023 Grants of Plan-Based Awards

    | (13) QIP award based on a target percentage of 8% of Mr. Buesinger’s base salary as of December 31, 2023. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  64. 2023 Grants of Plan-Based Awards

    | (14) AIP award based on a target percentage of 80% of Mr. Ederington’s base salary as of December 31, 2023. There is no “threshold” or “maximum” payout with respect to this award. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the AIP incentive awards. |

  65. 2023 Grants of Plan-Based Awards

    | (15) QIP award based on a target percentage of 8% of Mr. Ederington’s base salary as of December 31, 2023. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  66. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  67. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Fair Market Value of Shares of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Fair Market Value of Unearned Shares That Have Not Vested(1) ($) | | Name | Exercisable | Unexercisable | | | | | | | | Albert Chao | 45,298 | — | 68.090 | 2/20/2025 | — | — | — | — | | | 81,673 | — | 44.420 | 2/18/2026 | — | — | — | — | | | 77,746 | — | 61.865 | 2/17/2027 | — | — | — | — | | | 44,647 | — | 107.750 | 2/16/2028 | — | — | — | — | | | 69,708 | — | 79.830 | 2/15/2029 | — | — | — | — | | | 110,186 | — | 65.813 | 2/14/2030 | — | — | — | — | | | 44,928 | 23,146(2) | 86.538 | 2/19/2031 | 19,810(5) | 2,772,608 | 39,738(12) | 5,561,730 | | | 18,750 | 38,069(3) | 108.118 | 2/18/2032 | 17,972(8) | 2,515,361 | 36,052(13) | 5,045,838 | | | — | 45,196(4) | 122.650 | 2/17/2033 | 16,555(9) | 2,317,038 | 33,210(14) | 4,648,072 | | James Chao | — | 12,589(2) | 86.538 | 2/19/2031 | 10,774(5) | 1,507,929 | 21,614(12) | 3,025,095 | | | — | 18,633(3) | 108.118 | 2/18/2032 | 8,796(8) | 1,231,088 | 17,646(13) | 2,469,734 | | | — | 28,344(4) | 122.650 | 2/17/2033 | 10,382(9) | 1,453,065 | 20,828(14) | 2,915,087 | | M. Steven Bender | 6,199 | — | 65.813 | 2/14/2030 | — | — | — | — | | | — | 6,494(2) | 86.538 | 2/19/2031 | 5,558(5) | 777,898 | 11,150(12) | 1,560,554 | | | — | — | — | — | 2,938(6) | 411,202 | — | — | | | 4,943 | 10,037(3) | 108.118 | 2/18/2032 | 4,738(8) | 663,130 | 9,504(13) | 1,330,180 | | | — | — | — | — | 9,249(8) | 1,294,490 | — | — | | | — | 12,971(4) | 122.650 | 2/17/2033 | 4,751(9) | 664,950 | 9,532(14) | 1,334,099 | | | — | — | — | — | 13,164(10) | 1,842,433 | — | — | | Robert F. Buesinger | — | 5,005(2) | 86.538 | 2/19/2031 | 4,283(5) | 599,449 | 8,592(12) | 1,202,536 | | | — | — | — | — | 7,051(6) | 986,858 | — | — | | | 3,832 | 7,783(3) | 108.118 | 2/18/2032 | 3,674(8) | 514,213 | 7,370(13) | 1,031,505 | | | — | — | — | — | 9,249(8) | 1,294,490 | — | — | | | — | 9,495(4) | 122.650 | 2/17/2033 | 3,478(9) | 486,781 | 6,976(14) | 976,361 | | | — | — | — | — | 13,164(10) | 1,842,433 | — | — | | L. Benjamin Ederington | 9,209 | — | 107.750 | 2/16/2028 | — | — | — | — | | | 14,417 | — | 79.830 | 2/15/2029 | — | — | — | — | | | 23,244 | — | 65.813 | 2/14/2030 | 7,597(7) | 1,063,276 | — | — | | | 9,952 | 5,127(2) | 86.538 | 2/19/2031 | 4,388(5) | 614,144 | 8,802(12) | 1,231,928 | | | — | — | — | — | 2,938(6) | 411,202 | — | — | | | 4,094 | 8,314(3) | 108.118 | 2/18/2032 | 3,925(8) | 549,343 | 7,872(13) | 1,101,765 | | | — | — | — | — | 9,249(8) | 1,294,490 | — | — | | | — | 10,399(4) | 122.650 | 2/17/2033 | 3,809(9) | 533,108 | 7,642(14) | 1,069,574 | | | — | — | — | — | 21,940(11) | 3,070,722 | — | — |

  68. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the closing price of our common stock on the New York Stock Exchange on December 29, 2023 ($139.96 per share). |

  69. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) These stock options vested in three equal installments on February 19, 2022, February 19, 2023 and February 19, 2024. |

  70. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) These stock options vest or vested in three equal installments on February 18, 2023, February 18, 2024 and February 18, 2025. |

  71. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) These stock options vest or vested in three equal installments on February 17, 2024, February 17, 2025 and February 17, 2026. |

  72. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (5) These shares of restricted stock vested on February 19, 2024. |

  73. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (6) These restricted stock units vest on August 13, 2024. |

  74. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (7) These shares of restricted stock vest on February 14, 2025. |

  75. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (8) These restricted stock units vest on February 18, 2025. |

  76. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (9) These restricted stock units vest on February 17, 2026. |

  77. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (10) These restricted stock units vest on May 12, 2026. |

  78. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (11) These restricted stock units vest on May 12, 2028. |

  79. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (12) These performance stock units became earned and vested on February 19, 2024 after the Compensation Committee determined, on February 16, 2024, that the performance conditions during the measurement period resulted in a payout of 200% of target. The number of shares shown are the actual number of shares earned under this award, which settled by March 15, 2024. |

  80. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (13) The vesting of the performance stock units granted on February 18, 2022 depends upon attainment of performance metrics over a three-year measurement period ending December 31, 2024. The number of unearned shares included in the table above is based on the partial performance results through December 31, 2023 and assumes payout at the next highest performance level, which is the maximum level (200% of target). These performance stock units vest in February 2025 once the Compensation Committee has determined that the performance conditions have been met and will be settled as soon as administratively possible thereafter. |

  81. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (14) The vesting of the performance stock units granted on February 17, 2023 depends upon attainment of performance metrics over a three-year measurement period ending December 31, 2025. The number of unearned shares included in the table above is based on the partial performance results through December 31, 2023 and assumes payout at the next highest performance level, which is the maximum level (200% of target). These performance stock units vest in February 2026 once the Compensation Committee has determined that the performance conditions have been met and will be settled on March 15, 2026. |

  82. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  83. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(3) ($) | | Albert Chao | 39,988 | 2,753,673 | 78,300 | 9,043,547 | | James Chao | 342,860 | 20,778,416 | 55,669 | 6,429,692 | | M. Steven Bender | 28,723 | 1,122,985 | 21,492 | 2,482,301 | | Robert F. Buesinger | 12,957 | 783,764 | 16,930 | 1,955,392 | | L. Benjamin Ederington | 13,734 | 994,406 | 16,517 | 1,907,695 |

  84. 2023 Option Exercises and Stock Vested

    | (1) Includes restricted stock units and performance stock units that vested on February 14, 2023. |

  85. 2023 Option Exercises and Stock Vested

    | (2) Based on the difference between the market price of our common stock on the date of exercise and the option exercise price. |

  86. 2023 Option Exercises and Stock Vested

    | (3) Based on the market price of our common stock on the applicable vesting date. |

  87. 2023 Potential Payments Upon Termination or Change in Control

    2023 Potential Payments Upon Termination or Change in Control

  88. Termination or Change in Control Compensation Table

    Termination or Change in Control Compensation Table

  89. Termination or Change in Control Compensation Table

    | Name | Benefit | Death ($) | Disability ($) | Normal Retirement ($)(9) | Termination without Cause ($) | CIC Non-Assumption Event ($) | Involuntary Termination Post-CIC Assumption Event ($) | | Albert Chao | AIP | 7,017,260(1) | 7,017,260(1) | 7,017,260(1) | 7,017,260(2) | 7,017,260(3) | 7,017,260(3) | | | Stock Option Acceleration(4) | 3,231,063 | — | 2,159,520 | — | 3,231,063 | 2,159,520 | | | RSU Acceleration(5) | 7,605,007 | — | 4,879,006 | — | 7,605,007 | 4,879,006 | | | PSU Acceleration(6) | 7,627,820(7) | — | 7,547,623(8) | — | 10,408,685 | 7,547,623(8) | | | Total | 25,481,149 | 7,017,260 | 21,603,408 | 7,017,260 | 28,262,014 | 21,603,408 | | James Chao | AIP | 4,273,818(1) | 4,273,818(1) | 4,273,818(1) | 4,273,818(2) | 4,273,818(3) | 4,273,818(3) | | | Stock Option Acceleration(4) | 1,756,487 | — | 1,152,393 | — | 1,756,487 | 1,152,393 | | | RSU Acceleration(5) | 4,192,082 | — | 2,624,250 | — | 4,192,082 | 2,624,250 | | | PSU Acceleration(6) | 4,204,958(7) | — | 4,075,915(8) | — | 5,717,506 | 4,075,915(8) | | | Total | 14,427,345 | 4,273,818 | 12,126,376 | 4,273,818 | 15,939,892 | 12,126,376 | | M. Steven Bender | AIP | 2,315,650(1) | 2,315,650(1) | 2,315,650(1) | 2,315,650(2) | 2,315,650(3) | 2,315,650(3) | | | Stock Option Acceleration(4) | 891,054 | — | 594,574 | — | 891,054 | 594,574 | | | RSU Acceleration(5) | 5,654,104 | — | 2,869,180 | — | 5,654,104 | 2,869,180 | | | PSU Acceleration(6) | 2,112,416(7) | — | 2,095,341(8) | — | 2,892,693 | 2,095,341(8) | | | Total | 10,973,224 | 2,315,650 | 7,874,745 | 2,315,650 | 11,753,501 | 7,874,745 | | Robert F. Buesinger | AIP | 2,797,975(1) | 2,797,975(1) | 2,797,975(1) | 2,797,975(2) | 2,797,975(3) | 2,797,975(3) | | | Stock Option Acceleration(4) | 679,566 | — | 456,668 | — | 679,566 | 456,668 | | | RSU Acceleration(5) | 5,724,224 | — | 3,098,015 | — | 5,724,224 | 3,098,015 | | | PSU Acceleration(6) | 1,605,201(7) | — | 1,609,400(8) | — | 2,206,469 | 1,609,400(8) | | | Total | 10,806,966 | 2,797,975 | 7,962,057 | 2,797,975 | 11,408,234 | 7,962,057 | | L. Benjamin Ederington | AIP | 2,416,442(1) | 2,416,442(1) | — | 2,416,442(2) | 2,416,442(3) | 2,416,442(3) | | | Stock Option Acceleration(4) | 718,640 | — | — | — | 718,640 | 477,961 | | | RSU Acceleration(5) | 7,536,286 | — | — | — | 7,536,286 | 3,428,180 | | | PSU Acceleration(6) | 1,701,634(7) | — | — | — | 2,317,598 | 1,672,662(8) | | | Total | 12,373,002 | 2,416,442 | — | 2,416,442 | 12,988,966 | 7,995,245 |

  90. Termination or Change in Control Compensation Table

    | (1) Amount represents a cash payment equal to the Final Award, which for purposes of this table, was calculated to include the sum of the (i) the annual bonus under the AIP for the 2023 plan year and (ii) certain banked amounts. Because termination is assumed to be effective December 31, 2023, the annual bonus payable with respect to service for the 2023 plan year is the award for the full year. |

  91. Termination or Change in Control Compensation Table

    | (2) Amount represents a cash payment equal to the Final Award, which for purposes of this table, was calculated to include only certain banked amounts and assumes the termination without Cause is due to an approved reduction-in-force program. |

  92. Termination or Change in Control Compensation Table

    | (3) Amount represents a cash payment equal to the Final Award, which for purposes of this table, was calculated to include the sum of (i) the annual bonus under the AIP for the 2023 plan year and (ii) certain banked amounts. The annual bonus under the AIP for the 2023 plan year is determined based upon the extent to which performance goals were actually achieved as of December 31, 2023. While the Final Award payable under the AIP upon an Involuntary Termination Post-Assumption Event may be less than the amount payable on a Non-Assumption Event as a result of proration, this row reflects the same amounts payable because the Change in Control and involuntary termination are both assumed to be effective on December 31, 2023 and therefore the amount payable on an Involuntary Termination Post-Assumption Event is the award for the full year. |

  93. Termination or Change in Control Compensation Table

    | (4) Amounts represent the value of unvested stock options that would accelerate on December 31, 2023 based on the difference between the closing market price of our common stock as of December 29, 2023 and exercise price of the respective stock options. |

  94. Termination or Change in Control Compensation Table

    | (5) Amount represents the value of unvested RSUs that would accelerate on December 31, 2023 based on the closing market price of our common stock as of December 29, 2023. |

  95. Termination or Change in Control Compensation Table

    | (6) Amount represents the value of unvested performance stock units that would accelerate on December 31, 2023 based on the closing market price of our common stock as of December 29, 2023. Except in the event of death, the number of unvested performance stock units that would accelerate is determined based upon the extent to which performance goals were actually achieved as of December 31, 2023. For PSUs with performance periods that extend beyond December 31, 2023, the table assumes vesting at target level. |

  96. Termination or Change in Control Compensation Table

    | (7) Amount reflects vesting at target level. |

  97. Termination or Change in Control Compensation Table

    | (8) Amount reflects prorated vesting based on the number of days the named executive officer was employed from each PSU award’s grant date until December 31, 2023. |

  98. Termination or Change in Control Compensation Table

    | (9) All named executive officers other than Mr. Ederington are retirement-eligible and therefore eligible to receive certain benefits upon their resignation for any reason, which such benefits are represented in this column. |

  99. Compensation Table

    | | Summary Compensation Table Total for CEO($) | Compensation Actually Paid to CEO($) (1) (5) | Avg. Summary Compensation Table Total for Non-CEO NEOs($) | Avg. Compensation Actually Paid to Non-CEO NEOs($) (2) (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) | Economic Value Added (EVA) (in millions) ($) (4) | | Year | | | | | Total Shareholder Return($) | Peer Group Total Shareholder Return($) (3) | | | | 2023 | 11,971,486 | 22,752,624 | 6,042,710 | 11,730,506 | 211.07 | 146.45 | 479 | 18 | | 2022 | 12,242,342 | 17,700,713 | 5,431,437 | 7,237,933 | 152.53 | 131.89 | 2,247 | 1,545 | | 2021 | 10,401,409 | 14,034,003 | 4,029,808 | 5,271,240 | 142.78 | 148.63 | 2,015 | 1,594 | | 2020 | 10,927,683 | 13,992,911 | 4,405,384 | 5,541,162 | 118.48 | 118.05 | 330 | (329) |

  100. Compensation Table

    | Adjustments to Determine Compensation Actually Paid for CEO | 2023 ($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (4,819,447) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (2,030,507) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 8,017,221 | | Increase for fair value of awards granted during year that vest during year | — | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 6,594,832 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 3,019,039 | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | | Increase based on dividends or other earnings paid during year prior to vesting date of award | — | | Total Adjustments | 10,781,138 |

  101. Compensation Table

    | Adjustments to Determine Average Compensation Actually Paid for Non-CEO NEOs | 2023 ($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (2,576,079) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (687,480) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 4,402,867 | | Increase for fair value of awards granted during year that vest during year | — | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | 3,470,786 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 1,077,703 | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | | Increase based on dividends or other earnings paid during year prior to vesting date of award | — | | Total Adjustments | 5,687,797 |

  102. Compensation Table

    | (5) Compensation Actually Paid for the years 2021 and 2022 have been revised to correct an error in the calculation of the fair value of option awards. |

  103. CEO Pay Ratio Analysis

    CEO Pay Ratio Analysis The table below sets forth comparative information regarding: (1) the annual total compensation of our Chief Executive Officer, Mr. Albert Chao, for the year ended December 31, 2023, determined on the basis described below; (2) the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2023, determined on the basis described below; and (3) a ratio comparison of those two amounts. These amounts were determined in accordance with rules prescribed by the SEC. SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. Accordingly, our 2023 CEO pay ratio is calculated utilizing the same median employee identified in 2022. In determining that it was still appropriate to utilize our 2022 median employee for this disclosure, we considered the change to our global employee population and compensation programs during 2023, as well as the absence of material changes in that employee’s job description or compensation during 2023. For purposes of determining the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2022, consistent with applicable SEC rules, we identified the median employee by using either annual total compensation for all such employees or another consistently applied compensation measure. For these purposes, we used total taxable earnings, plus certain non-taxable items, including retirement plan contributions and car allowances/perquisites, as determined from the Company’s payroll records for the period from January 1, 2022 through December 31, 2022 (the “Measurement Date”), as our consistently applied compensation measure. We included all employees of the Company and its consolidated subsidiaries as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis and whether employed in the U.S. or a non-U.S. jurisdiction. We did not use statistical sampling or include any cost of living adjustments for purposes of this determination. We calculated 2023 total compensation for the median employee and our Chief Executive Officer using the same methodology we used for determining total compensation for 2023 for our named executive officers as set forth in the Summary Compensation Table.

  104. CEO Pay Ratio Analysis

    | Chief Executive Officer annual total compensation (A) | $11,349,486 | | Median annual total compensation of all employees (excluding Chief Executive Officer) (B) | $78,850 | | Ratio of (A) to (B) | 143.9 |