DEF 14A of Koppers Holdings Inc., Apr 2, 2024

DEF 14A of Koppers Holdings Inc.

Filed Apr 2, 2024 · FY20230001193125-24-084813

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | | | | | Committee Memberships | | | | | | Name | Age | Director Since | Independent | Audit | Management Development and Compensation | Nominating and Corporate Governance | Strategy and Risk | Sustainability | | Leroy M. Ball | 55 | 2015 | No | | | | | ✓ | | Xudong Feng, Ph.D. | 65 | 2009 | Yes | | ✓ | ✓ | | (Chair) | | Traci L. Jensen | 57 | 2018 | Yes | | ✓ | | ✓ | ✓ | | David L. Motley | 65 | 2018 | Yes | ✓ | | (Chair) | ✓ | | | Albert J. Neupaver | 73 | 2009 | Yes | ✓ | ✓ | | (Chair) | | | Andrew D. Sandifer | 54 | 2023 | Yes | ✓ | | ✓ | ✓ | | | Louis L. Testoni | 74 | 2013 | Yes | (Chair) | | ✓ | ✓ | | | Stephen R. Tritch (Chairman) | 74 | 2009 | Yes | | | | | ✓ | | Nishan J. Vartanian | 64 | 2024 | Yes | | | | | | | Sonja M. Wilkerson | 63 | 2018 | Yes | | (Chair) | ✓ | | ✓ |

  3. Corporate Governance Highlights

    | 2023 Pension Benefits | 36 | | 2023 Non-qualified Deferred Compensation | 37 | | Potential Payments upon Termination or Change in Control | 38 | | Director Compensation | 42 | | Stock Ownership Guidelines for Our Non-Employee Directors | 44 | | 2023 Pay Ratio Disclosure | 44 | | 2023 Pay Versus Performance Disclosure | 46 | | TRANSACTIONS WITH RELATED PERSONS | 50 | | AUDITORS | 51 | | PROXY ITEM 2 — PROPOSAL TO ADOPT AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED BYLAWS | 52 | | PROXY ITEM 3 — PROPOSAL TO APPROVE AN ADVISORY RESOLUTION ON OUR NAMED EXECUTIVE OFFICER COMPENSATION | 53 | | PROXY ITEM 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 | 54 | | GENERAL MATTERS | 55 | | Annual Meeting Q&A | 55 | | Shareholder Proposals for the Next Annual Meeting | 59 | | APPENDIX A — PROPOSED AMENDMENT TO OUR THIRD AMENDED AND RESTATED BYLAWS | A-1 | | APPENDIX B — UNAUDITED RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES | B-1 |

  4. Biographical Summaries of Nominees

    Biographical Summaries of Nominees

  5. Biographical Summaries of Nominees

    | | LEROY M. BALL Experience, Qualifications, Attributes or Skills: Mr. Ball has served as Chief Executive Officer of the company and Koppers Inc., our wholly-owned subsidiary, since January 2024. Mr. Ball served as President and Chief Executive Officer of the company and Koppers Inc. from January 2015 through December 2023. Mr. Ball has been a director of Koppers Inc. since May 2013. Mr. Ball has served as a director of ATI Inc., a public company and global manufacturer of technically advanced specialty materials and complex components, since February 2019, and as a director of Highmark Inc., a health insurance organization and independent licensee of the Blue Cross Blue Shield Association, since January 2023. Mr. Ball has significant leadership experience in global businesses and valuable financial expertise and experience. As the only current management representative on our board, Mr. Ball enhances board discussions by providing an insider’s perspective on the company’s business, operations and strategic direction and insight into all aspects of the company’s business. |

  6. Biographical Summaries of Nominees

    | | XUDONG FENG, PH.D. Experience, Qualifications, Attributes or Skills: Dr. Feng served as Director of Science and Technology and Global Analytical Sciences of PPG Industries, Inc., a global supplier of paints, coatings, optical products, and specialty materials, from May 2020 to June 2023. From June 2018 to May 2020, Dr. Feng served as Director of Research, Industrial and Packaging Coatings of PPG Industries, Inc. Dr. Feng holds a Ph.D. in inorganic chemistry, which has provided her with a strong technical background and expertise in the specialty chemicals industry. Dr. Feng’s technical and industry experience, her experience in risk management and regulatory compliance, and her knowledge of environmental risks and best practices, developed through her leadership positions with PPG Industries, Inc., The University of Chicago Pritzker School of Molecular Engineering, Bayer MaterialScience LLC and Lanxess Corporation, provide an invaluable perspective to the board’s discussions. |

  7. Biographical Summaries of Nominees

    | KOPPERS HOLDINGS INC. | 3 |

  8. Biographical Summaries of Nominees

    | | TRACI L. JENSEN Experience, Qualifications, Attributes or Skills: Ms. Jensen has served as Executive Vice President and Chief Administrative Officer of H.B. Fuller Company, a global adhesives manufacturer, since December 2022. From January 2020 through December 2022, Ms. Jensen served as Vice President, Global Business Process Improvement, at H.B. Fuller Company. From September 2016 to January 2020, Ms. Jensen served as Senior Vice President, Global Construction Adhesives, at H.B. Fuller Company. Additionally, Ms. Jensen serves on the Dean’s Council of the Indiana University Kelley School of Business, and previously served on the board of the H.B. Fuller Foundation and as Executive Committee Chairman on the Adhesives and Sealants Council. Ms. Jensen brings to the board robust experience in international operations within the chemicals industry and unique chemicals industry insights, developed through her leadership responsibilities in areas such as manufacturing, strategic sourcing, sales, marketing, research and development, mergers and acquisitions, and human resources. In particular, Ms. Jensen’s international expertise contributes to the board’s consideration of our global operations. |

  9. Biographical Summaries of Nominees

    | | DAVID L. MOTLEY Experience, Qualifications, Attributes or Skills: Mr. Motley has served as Managing Partner with BlueTree Venture Fund, a venture fund based in Pittsburgh, Pennsylvania, since April 2012. In addition, Mr. Motley has served as Chief Executive Officer and President of MCAPS, LLC, a professional services company, since January 2018, and as Managing Partner of BTN Ventures, LLC, a venture fund investing in seed state software companies with black and/or diverse founders, since January 2021. Mr. Motley has served as a director of F.N.B. Corporation, a public financial services corporation, since July 2013. Mr. Motley has served as a director of Coherent Corp. (formerly known as II-VI Incorporated), a public company and a worldwide leader in engineered materials, opto-electronic components and devices, since February 2021. Mr. Motley also served as a director of Deep Lake Capital Acquisition Corp., a formerly publicly-listed special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses, from January 2021 to January 2023. During his career, Mr. Motley has served in various leadership roles involving strategic planning, business group management, mergers and acquisitions and corporate portfolio management. With more than 30 years of experience in consulting with executive management across multiple industries, Mr. Motley has been instrumental in developing corporate diversity initiatives in the United States and has served as a director on various non-profit charitable and educational organizations. In addition to his deep board experience, Mr. Motley’s expertise in corporate strategy, mergers and acquisitions and other corporate growth initiatives deliver valuable insight to the board and enhance Mr. Motley’s ability to evaluate these matters as a member of our board. |

  10. Biographical Summaries of Nominees

    | 4 | 2024 Proxy Statement |

  11. Biographical Summaries of Nominees

    | | ALBERT J. NEUPAVER Experience, Qualifications, Attributes or Skills: Mr. Neupaver has alternately served as the Executive Chairman or Chairman of Westinghouse Air Brake Technologies Corporation, a public company and one of the world’s largest providers of value-added, technology-based equipment and services for the global rail industry, since May 2014. From February 2006 until May 2014, Mr. Neupaver served as the President and Chief Executive Officer of Westinghouse Air Brake Technologies Corporation. Mr. Neupaver is an experienced board member, having served as a director of Westinghouse Air Brake Technologies Corporation since 2006, and a director of Genesee & Wyoming Inc., a public company and owner/operator of short line and regional freight railroads, from October 2015 to December 2019. His other affiliations include service on the board of directors of the Carnegie Science Center, the board of trustees of the Carnegie Museums of Pittsburgh and the board of trustees of the UPMC Children’s Hospital of Pittsburgh Foundation. Mr. Neupaver’s experience as a chief executive officer provides the board with important leadership insights and allows him to better assess our operational risks and strategic growth opportunities. |

  12. Biographical Summaries of Nominees

    | | ANDREW D. SANDIFER Experience, Qualifications, Attributes or Skills: Mr. Sandifer has served as Executive Vice President and Chief Financial Officer of FMC Corporation, a global agricultural sciences company, since May 2018. Mr. Sandifer serves on the board of trustees of Germantown Academy, a private school near Philadelphia, Pennsylvania, where he is a member of the finance, audit, and investment committees. He was a member of the board of directors of Philabundance, the leading hunger relief organization in the Delaware Valley, from 2014 to 2022, serving as board treasurer and chair of the finance committee from 2017 to 2022. Mr. Sandifer brings to the board broad international business experience guiding organizations through major transitions, including mergers and acquisitions, strategic realignment, restructuring and enterprise resource planning system implementation. His experience spans multiple industry sectors, with an emphasis on technology-driven product and materials businesses. |

  13. Biographical Summaries of Nominees

    | KOPPERS HOLDINGS INC. | 5 |

  14. Biographical Summaries of Nominees

    | | LOUIS L. TESTONI Experience, Qualifications, Attributes or Skills: Mr. Testoni has served as a member of the board of directors of ABARTA, Inc., a private holding company, since April 2011, and has served as its Independent Lead Director since January 2019. Mr. Testoni has also served as the Lead Independent Director for Control Concepts Corporation, Inc., a family-owned business, since 2015, and as a member of the board of advisors of Henderson Brothers, Inc., a privately-held insurance agency, since December 2012. From September 2007 through June 2010, Mr. Testoni served as the Lake Erie Market Managing Partner of PricewaterhouseCoopers LLP, an international professional services firm. Mr. Testoni’s board experience also includes his position as a member of the board of trustees of The Frick Art and Historical Center and as a member of the board of Achieving The Dream, Inc., a non-profit seeking to bring under-educated urban youth into colleges for advanced education and technical training. Mr. Testoni also previously served as Chairman of the board of trustees of the Carnegie Library of Pittsburgh and as a director of the Three Rivers Chapter of the National Association of Corporate Directors, a non-profit membership group for corporate board members. In addition to his broad board experience, Mr. Testoni’s financial background offers the board a key perspective and depth on financial and accounting matters. |

  15. Biographical Summaries of Nominees

    | | STEPHEN R. TRITCH Experience, Qualifications, Attributes or Skills: Mr. Tritch served as the Chief Executive Officer of Westinghouse Electric Company, a global provider of fuel, services, technology, plant design, and equipment for the commercial nuclear electric power industry, from June 2002 to June 2008. While serving in that role, Mr. Tritch had oversight of that company’s operations, financial reporting and risk analysis. During his 37 years with Westinghouse Electric Company, Mr. Tritch held a number of management positions, including Senior Vice President Fuel Business Unit, Senior Vice President Integration and Senior Vice President Services Business Unit. Mr. Tritch served as a director and as Chairman of the board of Charah Solutions, Inc., a public company and leading provider of mission critical environmental and maintenance services to the power generation industry, from February 2018 to May 2021. An experienced board member, Mr. Tritch has served as Chairman of the company’s board since October 2018 and served as the Chairman of the board of Westinghouse Electric Company from June 2006 until his retirement in June 2010. He also served as Chairman of the audit committee of Westinghouse Electric Company. His additional leadership roles include past service as the Chairman of the board of trustees at the University of Pittsburgh and as the Chairman of the board of trustees of the John Heinz History Center. His business acumen and proven leadership skills developed through years of managing an international organization provide the board with an executive and leadership perspective on the management and operations of a large company with global operations. |

  16. Biographical Summaries of Nominees

    | 6 | 2024 Proxy Statement |

  17. Biographical Summaries of Nominees

    | | NISHAN J. VARTANIAN Experience, Qualifications, Attributes or Skills: Mr. Vartanian has served as the Chairman and Chief Executive Officer of MSA Safety Incorporated (“MSA”), a global developer, manufacturer and supplier of safety products and software that protect people and facility infrastructures, since June 2023. As part of a planned management succession, Mr. Vartanian intends to retire as Chief Executive Officer of MSA in May 2024. Since joining MSA in 1985, Mr. Vartanian has served in a variety of roles of increased responsibility, including as President of MSA North America, and Senior Vice President and President of MSA Americas. Mr. Vartanian served as the Chairman, President and Chief Executive Officer of MSA from May 2020 to May 2023 and as the President and Chief Executive Officer of MSA from May 2018 to May 2020. Mr. Vartanian has served as a director of MSA since December 2017. Mr. Vartanian serves on the boards of trustees for the Manufacturers Alliances for Productivity and Innovation, the International Association of Firefighters Foundation and the Allegheny Conference on Community Development. He is also a director of the Federal Reserve Bank of Cleveland, Pittsburgh Branch. Mr. Vartanian brings to the board a wealth of first-hand knowledge and experience in global markets, with particular specialization in safety-related products and practices. He has extensive executive management experience in the manufacturing industry, including in the oversight and execution of business strategy, product development, marketing, sales and finance. |

  18. Biographical Summaries of Nominees

    | | SONJA M. WILKERSON Experience, Qualifications, Attributes or Skills: Ms. Wilkerson has served as the Executive Vice President and Chief People Officer of Bloom Energy Corporation, which designs, manufactures and sells solid-oxide fuel cell systems, since January 2019. From December 2016 to January 2019, Ms. Wilkerson served as the Senior Vice President, Human Resources, at Infinera Corporation, a vertically integrated packet-optical solutions provider serving the largest network operators in the world. From November 2014 to December 2016, Ms. Wilkerson served as Vice President, Human Resources, at Hewlett Packard Enterprise Company. From October 2004 to October 2014, Ms. Wilkerson served as Director, Human Resources, at Cisco Systems, Inc. Ms. Wilkerson brings years of wide-ranging, global experience having served as a Vice President of Administration, responsible for human resources, information technology and facilities management for both domestic and international operations. In addition, Ms. Wilkerson has led merger integration activities and successfully managed the joining of diverse international cultures. Ms. Wilkerson’s depth of experience in human resources and talent development, especially with respect to planning for the workforce of the future, serves as a unique resource and valuable viewpoint in the board’s discussions. |

  19. Biographical Summaries of Nominees

    | KOPPERS HOLDINGS INC. | 7 |

  20. Executive Compensation Program Principles

    | • | Support Business Strategy — Our compensation programs should be aligned with our short-term and long-term business strategies. |

  21. Executive Compensation Program Principles

    | • | Pay Competitively — We believe that total compensation for our NEOs should generally approximate the market median at target performance. Market is defined as individuals holding comparable positions and producing similar results at companies that the committee selects as our peers based on similar industry, revenue and complexity. Our peer group is listed below in the section called “Companies Used for Defining Competitive Compensation.” Compensation data from our compensation peer group is one of several factors that informs our judgment of appropriate parameters for compensation levels. We believe that over-reliance on strict benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because strict benchmarking does not take into account the specific performance of the NEOs or any unique circumstances or strategic considerations. |

  22. Key Components of Our Compensation Program

    | • | Base Salary — Recognizes different levels of responsibility within the company and serves as the basis for establishing target payouts for annual cash incentives and long-term equity incentives. Base salaries achieve our objectives to attract and retain our executives. |

  23. Key Components of Our Compensation Program

    | • | Annual Incentive Plan or AIP — Variable annual cash awards based upon weighted adjusted EBITDA and operating cash flow performance. Annual cash incentives serve to emphasize business growth and profitability by linking executive pay to corporate performance. Annual cash incentives achieve our objectives of attracting, retaining, and engaging our executives and aligning our executives’ financial interests with those of our shareholders. |

  24. Key Components of Our Compensation Program

    | • | Long-Term Equity Incentives — Comprised of PSUs with two multi-year performance objectives each applicable to a portion of the awards, and RSUs. Long-term equity incentives focus executives on the achievement of long-term corporate goals and strengthen the retention value of our compensation program. Long-term equity incentives also achieve our objectives of attracting, retaining, and engaging our executives and aligning our executives’ financial interests with those of our shareholders. |

  25. Our Compensation-Setting Process

    | Steps | When | | 1. Design Program — The program for the year is reviewed, including targeted levels of annual and long-term pay and fixed and incentive compensation. | End of 2022 | | 2. Establish Range of Compensation Opportunities — Incentive compensation opportunities are set based on corporate performance. Minimum, target, and maximum performance levels and payouts are established for incentive awards. | End of 2022 for long-term incentives Beginning of 2023 for annual incentives | | 3. Review Performance — Performance is reviewed and incentive pool amounts are approved which determines individual annual cash incentive amounts. Payout percentages for performance-based long-term equity awards are certified. | Beginning of 2024 |

  26. Our Compensation-Setting Process

    The committee may use its judgment to supplement, reduce or modify at any time the compensation intended to be paid or awarded to the NEOs. The committee believes that it is in the best interest of the company and its shareholders that the committee have sufficient latitude to recognize and reward superior performance, which is important to attract and retain talented executives, and to adjust awards to reflect the quality of the company’s financial performance. The committee did not exercise any such discretion this year. Overview of 2023 NEO Compensation. Our 2023 actual NEO compensation includes both short- and long-term incentives established using financial metrics. In addition to base salary, this structure, shown below, includes cash incentives and long-term equity incentives, comprised of PSUs and RSUs. The table below reflects, for each NEO, the total direct compensation (“Total Direct Compensation”) for 2023, computed in accordance with SEC regulations applicable to disclosure of NEO compensation in the Summary Compensation Table below minus amounts reported in the Summary Compensation Table for Changes in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.

  27. Our Compensation-Setting Process

    | | | | Long-Term Incentive | | | | | NEO | Base Salary | Annual Cash Incentive | EBITDA PSUs | TSR PSUs | RSUs | Total Direct Compensation | | Leroy M. Ball | $915,680 | $1,265,592 | $1,246,536 | $1,702,446 | $623,239 | $5,753,493 | | Jimmi Sue Smith | $393,269 | $278,100 | $187,495 | $128,012 | $187,466 | $1,174,342 | | James A. Sullivan | $583,577 | $741,600 | $480,007 | $327,735 | $480,035 | $2,612,954 | | Stephanie L. Apostolou | $389,231 | $266,976 | $180,002 | $122,916 | $180,002 | $1,139,127 | | Leslie S. Hyde | $355,168 | $255,849 | $172,510 | $117,819 | $172,539 | $1,073,885 |

  28. 2023 Compensation Decisions and Performance

    2023 Compensation Decisions and Performance Base Salary. As part of setting pay mix and structure for 2023, the committee evaluated NEO base salaries. Annual salary increases are neither automatic nor guaranteed, but determined by the committee after taking into consideration each NEO’s position with the company, their respective responsibilities and experience and peer company information for similar positions. Based on this evaluation, the following 2023 base salary increases for the NEOs were approved by the committee and ratified by the independent members of the board. All increases were effective April 1, 2023. Base salary increases of 6.7 percent and 11.1 percent were awarded to Ms. Smith and Ms. Apostolou, respectively, in order to be more competitive with market median. A base salary increase of 11.3 percent was awarded to Mr. Sullivan based upon the committee’s review of his experience in his role, benchmarking against base salaries for comparable positions within the company’s compensation peer group, as well as recommendations from the committee’s independent compensation consultant. Mr. Ball and Ms. Hyde received the standard company-wide base salary increase.

  29. 2023 Compensation Decisions and Performance

    Annual Cash Incentives. In early 2023, the committee approved and the board ratified our annual incentive plan, which served as the company’s main annual incentive plan for salaried employees. The annual cash incentive payouts under the annual incentive plan are based upon: (1) each participant’s target total annual incentive (115 percent of salary for Mr. Ball, 100 percent of salary for Mr. Sullivan and 60 percent of salary for Mses. Smith, Apostolou and Hyde), and (2) the company’s performance in relation to the plan’s adjusted EBITDA and operating cash flow targets, which had weights of 75 percent and 25 percent, respectively. Mr. Sullivan’s target total annual incentive increased from 80 percent of salary in 2022 to 100 percent of salary in 2023 based upon the same considerations and analysis as described above with respect to Mr. Sullivan’s 2023 base salary increase. Target total annual incentive as a percentage of salary did not change between 2022 and 2023 for our other NEOs. Adjusted EBITDA, as measured under the annual incentive plan, is defined as earnings before interest, taxes, depreciation and amortization, as adjusted by the committee in its discretion to account for certain items, as set forth on Appendix B hereto. Operating cash flow is defined as cash provided by operating activities, as set forth in the consolidated statement of cash flows in our Annual Report on Form 10-K for the year ended December 31, 2023.

  30. 2023 Compensation Decisions and Performance

    Taking all of these elements together, the committee’s framework for determining annual cash incentives for the NEOs can be expressed as follows: The committee established a target adjusted EBITDA performance level of $250.0 million along with a range of incentive payouts at threshold, target and maximum performance levels (with linear interpolation for performance in between such levels), as set forth below.

  31. 2023 Compensation Decisions and Performance

    | Adjusted EBITDA | Performance | % of Target | % of Payout | | Maximum | $300,000,000 | 120% | 200% | | Actual | $256,355,000 | 103% | 113% | | Target | $250,000,000 | 100% | 100% | | Threshold | $200,000,000 | 80% | 50% |

  32. 2023 Compensation Decisions and Performance

    | Operating Cash Flow | Performance | % of Target | % of Payout | | Maximum | $162,500,000 | 130% | 200% | | Actual | $146,400,000 | 117% | 157% | | Target | $125,000,000 | 100% | 100% | | Threshold | $87,500,000 | 70% | 50% |

  33. 2023 Compensation Decisions and Performance

    For 2023, the company achieved adjusted EBITDA performance of $256.4 million and operating cash flow of $146.4 million. This corresponded to achievement of 103 percent of target adjusted EBITDA performance and 117 percent of target operating cash flow performance, with weightings of 75 percent and 25 percent, respectively. This led to a payout level of 113 percent for the 75 percent of our annual incentive opportunity that was based on adjusted EBITDA and 157 percent for the 25 percent of our annual incentive opportunity that was based on operating cash flow. Taken together, this resulted in a 124 percent payout level and the following annual cash incentive payments to our NEOs:

  34. 2023 Compensation Decisions and Performance

    | • | PSUs – with an 80 percent weighting for Mr. Ball and a 60 percent weighting for our other NEOs, PSU payouts are determined by our performance over a three-year period based on two performance measures each applicable to a portion of the total award; and |

  35. 2023 Compensation Decisions and Performance

    | • | RSUs – with a 20 percent weighting for Mr. Ball and a 40 percent weighting for our other NEOs, RSUs vest in three equal annual installments. |

  36. 2023 Compensation Decisions and Performance

    A portion of the 2023 PSU awards are eligible to be earned based upon the company’s relative total shareholder return (“TSR”) performance (“TSR PSUs”). For 2023, an additional performance measure, three-year cumulative adjusted EBITDA, also applies to a portion of our PSU awards (“EBITDA PSUs”). Equity awards are granted under our shareholder-approved 2020 Long Term Incentive Plan, as amended (the “LTIP”). The table below summarizes the material terms and conditions of the 2023 long-term incentive awards.

  37. 2023 Compensation Decisions and Performance

    | What objective did the award serve in 2023? | • PSUs aligned shareholder and management interests by focusing management on relative stock price appreciation and three-year cumulative adjusted EBITDA. • RSUs aligned to shareholder interests and also help to retain participants (some of whom are currently eligible for retirement), as well as to attract the next generation of our senior management. | | When do the 2023 RSUs vest? | • Subject to certain retirement and termination provisions, RSUs vest in equal annual installments over three years. RSUs granted in previous years vested over four years. This change was made in order to remain consistent and competitive with peer group practices and to better align long-term compensation with the company’s strategic plan. | | When do the 2023 PSUs vest? | • Subject to certain retirement and termination provisions, PSUs will vest, if earned, if the participant remains in service through the third anniversary of the award date. | | How do we measure performance for the 2023 PSUs? | • A portion of the PSUs will be eligible to be earned if the company’s three-year cumulative adjusted EBITDA meets certain performance thresholds based on a range of adjusted EBITDA achieved over the relevant three-year measurement period. • A portion of the PSUs will be eligible to be earned in three separate tranches, each representing one-third of such portion, if the company’s TSR relative to the S&P Small Cap 600 Materials Index meets certain performance thresholds based on a range of relative TSR achieved over the relevant performance period. The first tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a one-year performance period. The second tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a two-year performance period and the third tranche will be earned, if at all, if the relevant threshold performance level is met at the end of a three-year performance period. • If the company’s TSR is negative over the three-year performance period, then the cumulative number of TSR PSUs that may vest for such three-year period will be capped at 150 percent of target. |

  38. 2023 Compensation Decisions and Performance

    Performance for TSR PSUs granted in 2023 is based on a range of relative TSR achieved in each of the relevant performance periods as set forth in the following table:

  39. 2023 Compensation Decisions and Performance

    | Relative TSR | Performance | % of Units to Vest | | Outstanding | ≥ 80th percentile | 200% | | | 70th percentile | 150% | | Target | 50th percentile | 100% | | | 35th percentile | 50% | | Threshold | 25th percentile | 25% |

  40. 2023 Compensation Decisions and Performance

    The percentage vesting is interpolated on a straight-line basis for performance between levels above the threshold for both EBITDA PSUs and TSR PSUs.

  41. 2023 Compensation Decisions and Performance

    We grant equity awards to executives on an annual basis using a grant date that occurs in the first quarter of each year. We also periodically grant equity awards in connection with certain management events, such as the hiring or promotion of an executive or the achievement by an executive of extraordinary personal performance objectives. Each equity award granted to our executives has a grant date that was on or after the date on which the committee approved the award. Awards are granted only at certain pre-designated times of the year or in connection with certain management events, and the committee does not try to achieve more advantageous grant dates in connection with the timing of the release of material nonpublic information. The target dollar value of all equity awards to each NEO is determined based upon a multiplier of base salary. Once the total dollar value of the awards is determined for each NEO, the actual number of PSUs and RSUs is determined for each NEO as follows:

  42. 2023 Compensation Decisions and Performance

    | | PSU | | RSU | | Named Executive Officer | EBITDA | TSR | | | Leroy M. Ball | 40% | 40% | 20% | | Other NEOs | 40% | 20% | 40% |

  43. 2023 Compensation Decisions and Performance

    The committee uses the closing price of our common stock on the NYSE on the grant date to determine the number of PSUs (assuming target achievement) and RSUs awarded. The granting of a combination of RSUs and PSUs falls within the range of peer group practices, has a strong performance orientation and aligns our long-term compensation with the company’s strategic plan. Results of TSR Performance-Based Restricted Stock Units. The table below summarizes the results of our outstanding TSR PSUs as of December 31, 2023. Our total shareholder return was measured against that of the S&P Small Cap 600 Materials Index (as described above) over the applicable three-year period, two-year period or one-year period as set forth below. Our percentile ranking on this performance measure determined the percentage of target shares (if any) that were earned for each tranche. If the company’s TSR is negative over the three-year performance period, then the cumulative number of units that may vest for such three-year period will be capped at 150 percent of target.

  44. 2023 Compensation Decisions and Performance

    | Performance Period | Relative TSR Performance - Percentile Rank | Percentage of Units to Vest | | 2023 TSR PSUs | | | | One-year period ending December 31, 2023 | 87th | 200.0% | | 2022 TSR PSUs | | | | Two-year period ending December 31, 2023 | 72nd | 162.1% | | One-year period ending December 31, 2022 | 32nd | 36.3% | | 2021 TSR PSUs | | | | Three-year period ending December 31, 2023 | 68th | 144.6% | | Two-year period ending December 31, 2022 | 37th | 55.6% | | One-year period ending December 31, 2021 | 45th | 83.9% |

  45. 2023 Compensation Decisions and Performance

    Perquisites and Other Benefits. We provide a limited number of perquisites and other benefits to certain of our NEOs, which include club dues, parking and executive physicals. Additional details of the perquisites and other benefits we provide are more fully described in the footnotes to the “All Other Compensation” column of the Summary Compensation Table below. We provide these perquisites and other benefits to promote a healthy work/life balance and provide opportunities for developing business relationships. We believe they are important to our ability to attract and retain top-quality executive talent and are consistent with those provided to executives at other companies comparable to us. The costs associated with providing these benefits for our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table below on page 30. Our NEOs also participate in the same standard salaried benefit plans as our other U.S. salaried employees. This includes a basic welfare benefits package consisting of medical, dental, vision, life and disability insurance and accident insurance plans, as well as flexible spending arrangements for health care, dependent care and transportation expenses. Our NEOs are provided certain protections in the event of their termination of employment under specified circumstances, including in connection with a change in control of the company. We believe that these protections serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value, including in the event of a transaction that could result in a change in control of the company.

  46. Compensation Policies and Practices

    | • | Our compensation programs provide a reasonable balance between annual and long-term performance, with a significant portion of compensation opportunities being delivered in the form of long-term incentives; |

  47. Compensation Policies and Practices

    | • | Annual cash incentives are determined based on the company’s performance; |

  48. Compensation Policies and Practices

    | • | The committee has the ability to modify annual cash incentives earned to reflect the quality of the company’s financial performance, individual performance and other factors that should influence compensation; |

  49. Compensation Policies and Practices

    | • | The long-term incentive program focuses participants on longer-term stock price appreciation and EBITDA growth; |

  50. Compensation Policies and Practices

    | • | Executives are subject to stock ownership requirements that encourage a long-term perspective and ensure that the interests of executive officers are closely aligned with shareholders; and |

  51. Compensation Policies and Practices

    Role of Consultants. In accordance with its authority to retain advisors, in late 2022, the committee engaged Meridian Compensation Partners, LLC (“Meridian”) as outside consultants to advise the committee with respect to 2023 compensation design decisions. Meridian does not advise our management or receive any other compensation from us, except for performing valuations of TSR PSUs. In its role as independent advisor to the committee, Meridian provided advice to the committee from time to time on various executive compensation matters, including conducting an annual competitive compensation analysis, which Meridian prepared for the committee in late 2022. In compliance with the SEC and the NYSE disclosure requirements regarding the independence of compensation consultants, Meridian provided the committee with a completed questionnaire addressing each of the six independence factors enumerated in the SEC requirements. Their responses affirm the independence of Meridian and the partners, consultants, and employees who service the committee on executive compensation matters and governance issues. Companies Used for Defining Competitive Compensation. As stated above, one of the committee’s principles is to target the compensation of our NEOs within a range of the market median of our peer companies that were selected based on comparability in terms of industry, revenue and complexity. The revenue range for our 2023 peer group was $737 million to $4.259 billion, with the peer group consisting of companies in multiple related industries, including building products, commodity chemicals, forest products and specialty chemicals. In advance of its decisions regarding 2023 compensation, the committee reviewed with Meridian the 2022 peer group and, taking into account Meridian’s advice, made the following changes to the peer group for purposes of 2023 compensation decisions:

  52. Compensation Policies and Practices

    | • | Ferro Corporation was acquired by Prince International Corporation in April 2022. Because compensation benchmarking data is no longer available for Ferro Corporation, the committee removed it from the peer group for 2023. |

  53. Compensation Policies and Practices

    | • | The committee removed Louisiana-Pacific Corporation (LPX) from the peer group for 2023 due to it having annual revenue significantly above our annual revenue. |

  54. Compensation Policies and Practices

    | • | The committee added American Woodmark Corporation (AMWD) and Apogee Enterprises, Inc. (APOG) to the peer group for 2023 due to their alignment with our current peers and our annual revenue. |

  55. Compensation Policies and Practices

    | | Peer Group |

  56. Compensation Policies and Practices

    Statistical regression was not used to adjust peer compensation data based on our revenue positioning relative to the peer group. Through its competitive assessment, Meridian determined that the aggregate target cash and target total compensation for the majority of our executives fell at or below the market median competitive range, primarily due to base salaries (which drive target annual incentives and long-term incentives) that are generally below market. In advance of its decisions regarding 2024 compensation, the committee again reviewed with Meridian the above list of peer group companies and confirmed that it continues to constitute an appropriate peer group for benchmarking our executive compensation programs. Accordingly, taking into account Meridian’s advice, the committee did not make any changes to the peer group for purposes of 2024 compensation decisions. Stock Ownership Requirements for Our Named Executive Officers. The committee and our board of directors have approved stock ownership requirements for senior executive management. The requirements apply to selected members of the management team, including all of the NEOs. The committee and our board of directors have also approved stock ownership guidelines, which apply to our non-employee directors, as described more fully below under “Stock Ownership Guidelines for Our Non-Employee Directors.” The stock ownership requirements were designed to achieve the following objectives:

  57. Compensation Policies and Practices

    | • | demonstrate senior management’s commitment to and confidence in the company’s long-term prospects; |

  58. Compensation Policies and Practices

    | • | support a long-term focus; and |

  59. Compensation Policies and Practices

    Our stock ownership requirements require our officers to accumulate a specified number of shares expressed as a value of stock ownership that is a multiple of base salary. The required value of stock ownership is converted into a number of shares that is recalculated annually. Until the stock ownership level is achieved, members of the management team are required to retain 75 percent of the net profit shares (i.e., excluding shares used for the payment of taxes) received from exercising stock options, the vesting of RSUs and PSUs.

  60. Summary Compensation Table

    Summary Compensation Table The following table and related footnotes describe the total compensation awarded to, earned by or paid to our NEOs for services rendered during fiscal years 2023, 2022 and 2021.

  61. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Leroy M. Ball Chief Executive Officer | 2023 | $915,680 | $3,572,221 | $ — | $1,265,592 | $ — | $207,060 | $5,960,553 | | | 2022 | 890,384 | 2,810,749 | 934,904 | 1,003,463 | 3,158 | 127,344 | 5,770,002 | | | 2021 | 883,401 | 2,321,990 | 778,005 | 1,103,470 | 3,719 | 106,288 | 5,196,873 | | Jimmi Sue Smith (1) Chief Financial Officer | 2023 | $393,269 | $502,973 | $ — | $278,100 | $ — | $75,777 | $1,250,119 | | | 2022 | 375,000 | 446,200 | 117,153 | 220,500 | 47 | 48,315 | 1,207,215 | | James A. Sullivan President and Chief Operating Officer | 2023 | $583,577 | $1,287,777 | $ — | $741,600 | $ — | $112,050 | $2,725,004 | | | 2022 | 532,538 | 980,515 | 257,512 | 403,760 | 858 | 76,109 | 2,251,292 | | | 2021 | 510,962 | 895,362 | 299,994 | 416,250 | 915 | 72,484 | 2,195,967 | | Stephanie L. Apostolou General Counsel and Secretary | 2023 | $389,231 | $482,920 | $ — | $266,976 | $ — | $60,398 | $1,199,525 | | | 2022 | 351,923 | 392,715 | 103,159 | 194,040 | 93 | 42,427 | 1,084,357 | | | 2021 | 321,923 | 358,555 | — | 219,780 | 43 | 39,942 | 940,243 | | Leslie S. Hyde Senior Vice President and Chief Sustainability Officer | 2023 | $355,168 | $462,868 | $ — | $255,849 | $14,453 | $53,690 | $1,142,028 | | | 2022 | 342,289 | 398,598 | 104,636 | 196,945 | 303 | 34,001 | 1,076,772 | | | 2021 | 332,275 | 363,745 | 121,883 | 216,477 | 309 | 35,065 | 1,069,754 |

  62. Summary Compensation Table

    | (1) Ms. Smith was not an NEO in 2021. |

  63. Summary Compensation Table

    | (2) The amounts shown in these columns represent the aggregate grant date fair value of RSUs, stock options and PSUs granted to our NEOs computed in accordance with FASB ASC Topic 718. The value of TSR PSUs disclosed in the table is based upon a Monte Carlo valuation model and the value of the EBITDA PSUs is based on the probable outcome of the performance measures on the grant date. These award grant date fair values have been determined using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our Annual Reports on Form 10-K for the years ended December 31, 2023, December 31, 2022 and December 31, 2021. Assuming the maximum amount of shares are earned and vested (based on our relative TSR performance and achievement of cumulative adjusted EBITDA goals), the grant date fair values of PSUs granted in 2023 are: Mr. Ball, $5,897,964; Ms. Smith, $631,015; Mr. Sullivan, $1,615,484; Ms. Apostolou, $605,836; and Ms. Hyde, $580,657. |

  64. Summary Compensation Table

    | (3) The amounts disclosed in this column represent: (i) for Ms. Hyde, the aggregate change in the present value of her accumulated pension benefit; and (ii) for all NEOs, for 2022 and 2021, the portion of interest accrued (but not currently paid or payable) on deferred compensation that is considered above-market under SEC rules. In 2023, the portion of interest accrued (but not currently paid or payable) on deferred compensation was not considered above market. The increase or decrease, as applicable, in the present value of Ms. Hyde’s accumulated pension benefit was as follows: $14,543 (2023), negative $68,727 (2022) and negative $4,319 (2021). Negative amounts are not reflected in the amounts disclosed above. The remainder of the amount reported in this column for each NEO represents the above-market interest on deferred compensation. Additional information regarding these plans is below under “2023 Pension Benefits” and “2023 Non-qualified Deferred Compensation.” |

  65. Summary Compensation Table

    | (4) Includes all other compensation as described in the table below. |

  66. Summary Compensation Table

    | 30 | 2024 Proxy Statement |

  67. 2023 Grants of Plan Based Awards

    2023 Grants of Plan Based Awards As further described in the “Compensation Discussion and Analysis” section above, the following table shows the details concerning the potential amounts payable to Messrs. Ball and Sullivan and Mses. Smith, Apostolou and Hyde for performance during 2023 under our annual incentive plan. The actual annual incentive amounts earned and paid to each NEO are included in the “Summary Compensation Table” above. The table below also reflects PSUs and RSUs granted to each NEO during 2023 under our LTIP, where applicable.

  68. 2023 Grants of Plan Based Awards

    | | | | Date Management Development and Compensation Committee Took Action to Grant Award | Estimated Possible 2023 Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) (4) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option Awards (6) ($) | | Name | Form of Award (1) | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (4) (5) (#) | | | Leroy M. Ball | Annual Cash Incentive Award | | | 511,971 | 1,023,941 | 2,047,882 | | | | | | | | PSU Award | 1/4/2023 | 12/7/2022 | | | | 21,544 | 86,177 | 172,354 | | $2,948,982 | | | RSU Award | 1/4/2023 | 12/7/2022 | | | | | | | 21,543 | 623,239 | | Jimmi Sue Smith | Annual Cash Incentive Award | | | 112,500 | 225,000 | 450,000 | | | | | | | | PSU Award | 1/4/2023 | 12/7/2022 | | | | 2,430 | 9,721 | 19,442 | | $315,507 | | | RSU Award | 1/4/2023 | 12/7/2022 | | | | | | | 6,480 | 187,466 | | James A. Sullivan | Annual Cash Incentive Award | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | PSU Award | 1/4/2023 | 12/7/2022 | | | | 6,222 | 24,887 | 49,774 | | $807,742 | | | RSU Award | 1/4/2023 | 12/7/2022 | | | | | | | 16,593 | 480,035 | | Stephanie L. Apostolou | Annual Cash Incentive Award | | | 108,000 | 216,000 | 432,000 | | | | | | | | PSU Award | 1/4/2023 | 12/7/2022 | | | | 2,333 | 9,333 | 18,666 | | $302,918 | | | RSU Award | 1/4/2023 | 12/7/2022 | | | | | | | 6,222 | 180,002 | | Leslie S. Hyde | Annual Cash Incentive Award | | | 103,499 | 206,998 | 413,996 | | | | | | | | PSU Award | 1/4/2023 | 12/7/2022 | | | | 2,236 | 8,945 | 17,890 | | $290,329 | | | RSU Award | 1/4/2023 | 12/7/2022 | | | | | | | 5,964 | 172,539 |

  69. 2023 Grants of Plan Based Awards

    | (1) The material terms of the awards reflected in this column are provided in the “Compensation, Discussion and Analysis—2023 Compensation Decisions and Performance” section under the headings “Annual Cash Incentives” and “Long-Term Equity Incentives.” The equity awards were granted under our 2020 Long Term Incentive Plan. |

  70. 2023 Grants of Plan Based Awards

    | (2) The amounts shown in these columns represent the threshold, target and maximum possible payouts based on the applicable NEO’s salary as of January 1, 2023, except for Mr. Sullivan whose possible payouts are based on his salary as of April 1, 2023. For Mr. Ball, the target payout was 115 percent of salary. For Mr. Sullivan, the target payout was 100 percent of salary. For Mses. Smith, Apostolou and Hyde, the target payout was 60 percent of salary. Threshold performance would yield a payout of 50 percent of target and maximum performance would yield a payout of 200 percent of target. Amounts earned and paid to each NEO under our annual incentive plan are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  71. 2023 Grants of Plan Based Awards

    | (3) The amounts shown in these columns represent the threshold, target and maximum possible payouts under our TSR PSUs and EBITDA PSUs granted in 2023. Threshold performance would yield a payout of 25 percent of target for both EBITDA PSUs and TSR PSUs and maximum performance would yield a payout of 200 percent of target for both EBITDA PSUs and TSR PSUs. |

  72. 2023 Grants of Plan Based Awards

    | (4) Unvested RSUs and PSUs granted under our long term incentive plan are entitled to dividends at the same rate as those paid, if at all, to holders of our common stock which are converted annually into additional RSUs and PSUs, respectively, that vest on the same schedule as the underlying award. We call these DEUs. |

  73. 2023 Grants of Plan Based Awards

    | (5) The RSU awards generally will vest in equal annual installments over three years on the anniversary of the January 4, 2023 grant date. |

  74. 2023 Grants of Plan Based Awards

    | (6) The amounts shown in this column represent the aggregate grant date fair value of PSUs and RSUs granted to our NEOs in 2023. See Footnote 2 to the Summary Compensation Table above. |

  75. 2023 Grants of Plan Based Awards

    | 32 | 2024 Proxy Statement |

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below provides information concerning unvested RSUs, PSUs and unexercised options held by each NEO at December 31, 2023.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1)(#) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(#) | Market Value of Shares or Units of Stock That Have Not Vested(3)($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4)(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)($) | | Leroy M. Ball | 3/3/2015 | 62,308 | | $17.57 | 3/3/2025 | | | | | | | 3/1/2016 | 60,728 | | 18.11 | 3/1/2026 | | | | | | | 3/3/2017 | 33,519 | | 44.10 | 3/3/2027 | | | | | | | 3/2/2018 | 41,123 | | 41.60 | 3/2/2028 | | | | | | | 3/6/2019 | 61,178 | | 26.63 | 3/6/2029 | | | | | | | 3/3/2020 | 69,135 | 23,045 | 19.63 | 3/3/2030 | | | | | | | 1/4/2021 | 24,636 | 24,636 | 29.84 | 1/4/2031 | | | | | | | 1/4/2022 | 13,295 | 39,885 | 32.19 | 1/4/2032 | | | | | | | | | | | | 155,006 | $7,939,407 | 160,918 | $8,242,220 | | Jimmi Sue Smith | 1/4/2022 | 1,666 | 4,998 | $32.19 | 1/4/2032 | | | | | | | | | | | | 25,640 | $1,313,281 | 19,848 | $1,016,615 | | James A. Sullivan | 3/3/2017 | 7,152 | | $44.10 | 3/3/2027 | | | | | | | 3/2/2018 | 11,009 | | 41.60 | 3/2/2028 | | | | | | | 3/3/2020 | — | 8,887 | 19.63 | 3/3/2030 | | | | | | | 1/4/2021 | 9,499 | 9,500 | 29.84 | 1/4/2031 | | | | | | | 1/4/2022 | 3,662 | 10,986 | 32.19 | 1/4/2032 | | | | | | | | | | | | 61,131 | $3,131,130 | 49,932 | $2,557,517 | | Stephanie L. Apostolou | 1/4/2022 | 1,467 | 4,401 | $32.19 | 1/4/2032 | | | | | | | | | | | | 24,379 | $1,248,692 | 18,860 | $966,009 | | Leslie S. Hyde | 3/6/2019 | 7,962 | | $26.63 | 3/6/2029 | | | | | | | 3/3/2020 | 10,830 | 3,611 | 19.63 | 3/3/2030 | | | | | | | 1/4/2021 | 3,859 | 3,860 | 29.84 | 1/4/2031 | | | | | | | 1/4/2022 | 1,488 | 4,464 | 32.19 | 1/4/2032 | | | | | | | | | | | | 23,790 | $1,218,524 | 18,200 | $932,204 |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (1) Options granted on March 3, 2020, January 4, 2021 and January 4, 2022 will vest in annual installments of 25 percent over four years beginning on the first anniversary of the grant date. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (2) The amounts shown in this column reflect the aggregate number of unvested RSUs awarded in 2020, 2021, 2022 and 2023, and related DEUs, if any. The RSUs (and related dividend equivalents) are scheduled to vest in annual installments of 25 percent over four years beginning on the first anniversary of the grant date for the awards in 2020, 2021 and 2022 and in annual installments of one-third over three years beginning on the first anniversary of the grant date for the awards in 2023, as summarized below. Included in this column are 100 percent of the earned portion of: (i) 2021-2023 TSR PSU awards, which were earned for performance through 2023 at 94.7 percent of target and vested on January 5, 2024; (ii) 2022-2024 TSR PSU awards, which were earned for performance through 2023 at 99.2 percent of target and will vest on January 5, 2025; and (iii) 2023-2025 TSR PSU awards, which were earned for performance through 2023 at 200.0 percent of target and will vest on January 5, 2026. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | KOPPERS HOLDINGS INC. | 33 |

  81. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | # of Unvested Shares | Vesting Date | | Leroy M. Ball | 3/3/2020 | 6,698 | 3/1/2024 | | | 1/4/2021 | 4,405 | 1/5/2024 | | | 1/4/2021 | 4,406 | 1/5/2025 | | | 1/4/2021 | 41,723 | 1/5/2024 | | | 1/4/2022 | 4,908 | 1/5/2024 | | | 1/4/2022 | 4,908 | 1/5/2025 | | | 1/4/2022 | 4,908 | 1/5/2026 | | | 1/4/2022 | 32,457 | 1/5/2025 | | | 1/4/2023 | 7,227 | 1/5/2024 | | | 1/4/2023 | 7,227 | 1/5/2025 | | | 1/4/2023 | 7,227 | 1/5/2026 | | | 1/4/2023 | 28,912 | 1/5/2026 | | Jimmi Sue Smith | 3/3/2020 | 1,937 | 3/1/2024 | | | 1/4/2021 | 1,274 | 1/5/2024 | | | 1/4/2021 | 1,274 | 1/5/2025 | | | 1/4/2021 | 4,822 | 1/5/2024 | | | 1/4/2022 | 921 | 1/5/2024 | | | 1/4/2022 | 921 | 1/5/2025 | | | 1/4/2022 | 921 | 1/5/2026 | | | 1/4/2022 | 4,879 | 1/5/2025 | | | 1/4/2023 | 2,173 | 1/5/2024 | | | 1/4/2023 | 2,173 | 1/5/2025 | | | 1/4/2023 | 2,173 | 1/5/2026 | | | 1/4/2023 | 2,172 | 1/5/2026 | | James A. Sullivan | 3/3/2020 | 2,582 | 3/1/2024 | | | 1/4/2021 | 1,698 | 1/5/2024 | | | 1/4/2021 | 1,698 | 1/5/2025 | | | 1/4/2021 | 16,085 | 1/5/2024 | | | 1/4/2022 | 2,027 | 1/5/2024 | | | 1/4/2022 | 2,027 | 1/5/2025 | | | 1/4/2022 | 2,027 | 1/5/2026 | | | 1/4/2022 | 10,725 | 1/5/2025 | | | 1/4/2023 | 5,566 | 1/5/2024 | | | 1/4/2023 | 5,566 | 1/5/2025 | | | 1/4/2023 | 5,566 | 1/5/2026 | | | 1/4/2023 | 5,564 | 1/5/2026 | | Stephanie L. Apostolou | 3/3/2020 | 1,937 | 3/1/2024 | | | 1/4/2021 | 1,274 | 1/5/2024 | | | 1/4/2021 | 1,274 | 1/5/2025 | | | 1/4/2021 | 4,822 | 1/5/2024 | | | 1/4/2022 | 811 | 1/5/2024 | | | 1/4/2022 | 811 | 1/5/2025 | | | 1/4/2022 | 811 | 1/5/2026 | | | 1/4/2022 | 4,292 | 1/5/2025 | | | 1/4/2023 | 2,087 | 1/5/2024 | | | 1/4/2023 | 2,087 | 1/5/2025 | | | 1/4/2023 | 2,087 | 1/5/2026 | | | 1/4/2023 | 2,086 | 1/5/2026 |

  82. Outstanding Equity Awards at Fiscal Year-End

    | 34 | 2024 Proxy Statement |

  83. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | # of Unvested Shares | Vesting Date | | Leslie S. Hyde | 3/3/2020 | 1,048 | 3/1/2024 | | | 1/4/2021 | 690 | 1/5/2024 | | | 1/4/2021 | 690 | 1/5/2025 | | | 1/4/2021 | 6,531 | 1/5/2024 | | | 1/4/2022 | 824 | 1/5/2024 | | | 1/4/2022 | 824 | 1/5/2025 | | | 1/4/2022 | 824 | 1/5/2026 | | | 1/4/2022 | 4,359 | 1/5/2025 | | | 1/4/2023 | 2,000 | 1/5/2024 | | | 1/4/2023 | 2,000 | 1/5/2025 | | | 1/4/2023 | 2,000 | 1/5/2026 | | | 1/4/2023 | 2,000 | 1/5/2026 |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (3) The amounts shown in this column represent the market value of these stock awards and related DEUs based on a closing market price of $51.22 per share on December 29, 2023, the last trading day in 2023. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (4) The amounts shown in this column reflect the aggregate number of unvested PSUs awarded in 2022 and 2023. For purposes of determining the amounts shown in this column, we assumed target performance with respect to the 2022 awards and maximum performance with respect to the 2023 awards in accordance with applicable SEC regulations. The actual number may be more or less depending on the company’s performance during the applicable performance periods. All TSR PSU grants and related DEUs, if any, are scheduled to vest if we achieve a total shareholder return ranking above the 25th percentile as compared to the S&P Small Cap 600 Materials Index during the last two months of the applicable performance period. As of December 31, 2023, the total shareholder return ranked above the 25th percentile for the 2022 and 2023 outstanding awards. The number of unvested shares is summarized below. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | # of Unvested Shares | Vesting Date | | Leroy M. Ball | 1/4/2022 | 16,360 | 1/5/2025 | | | 1/4/2023 | 144,558 | 1/5/2026 | | Jimmi Sue Smith | 1/4/2022 | 2,460 | 1/5/2025 | | | 1/4/2023 | 17,388 | 1/5/2026 | | James A. Sullivan | 1/4/2022 | 5,406 | 1/5/2025 | | | 1/4/2023 | 44,526 | 1/5/2026 | | Stephanie L. Apostolou | 1/4/2022 | 2,164 | 1/5/2025 | | | 1/4/2023 | 16,696 | 1/5/2026 | | Leslie S. Hyde | 1/4/2022 | 2,198 | 1/5/2025 | | | 1/4/2023 | 16,002 | 1/5/2026 |

  87. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The table below sets forth information concerning aggregate exercises of stock options and the vesting of a portion of RSUs and PSUs held by the NEOs during 2023.

  88. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Leroy M. Ball | 39,269 | $868,233 | 20,127 | $669,228 | | Jimmi Sue Smith | — | — | 4,076 | 134,579 | | James A. Sullivan | 82,605 | 2,020,488 | 7,349 | 242,375 | | Stephanie L. Apostolou | — | — | 4,448 | 148,598 | | Leslie S. Hyde | 35,282 | 568,148 | 3,093 | 102,281 |

  89. 2023 Option Exercises and Stock Vested

    | (1) Value realized is calculated based on the difference between the closing price of our common stock on the date of exercise and the exercise price of the stock option. Amounts included do not deduct any taxes paid by the NEOs in connection with such exercises. |

  90. 2023 Option Exercises and Stock Vested

    | (2) The amounts in this column represent the number of shares acquired upon the vesting of PSUs and RSUs multiplied by the closing stock price on the applicable vesting date. Amounts included do not deduct any taxes paid by the NEOs in connection with the vesting of the PSUs and RSUs. |

  91. 2023 Option Exercises and Stock Vested

    | KOPPERS HOLDINGS INC. | 35 |

  92. 2023 Pension Benefits

    2023 Pension Benefits The table below sets forth information as of December 31, 2023, with respect to each plan that provides for payments or other benefits at, following, or in connection with retirement. None of our NEOs received any payments during 2023 under any of these plans.

  93. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | | Leslie S. Hyde | Retirement Plan of Koppers Inc. and Subsidiaries for Salaried Employees | 7.5 | $148,454 | | | Koppers Inc. Supplemental Executive Retirement Plan II (SERP II) | 7.5 | 94,062 | | | | | $242,516 |

  94. 2023 Pension Benefits

    | (1) These present values have been determined using the assumptions and valuation methodology set forth in note 14 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Mr. Hyde’s years of service with us is 24 years. |

  95. Supplemental Executive Retirement Plan (SERP II)

    Supplemental Executive Retirement Plan (SERP II) Effective December 1, 1997, the board of directors established the Supplemental Executive Retirement Plan, which we refer to as SERP II, for participating elected U.S. officers. Ms. Hyde is the only NEO participant in SERP II. SERP II pays an annual benefit equal to two percent of final average pay multiplied by years of service up to 35 years, reduced by the sum of: (i) pension benefits received from us; (ii) pension benefits received from Old Koppers; (iii) benefits received under any other non-qualified retirement plan sponsored by us or Old Koppers; and (iv) one-half of any Social Security benefits. Ms. Hyde is eligible for early retirement under our salaried plan and SERP II with unreduced benefits. The eligibility standards for early retirement under the salaried plan are 60 years of age with 10 years of service, in which case the benefits are unreduced, and 55 years of age with 10 years of service, in which case the benefits are reduced five percent per year from age 65. The eligibility standards for early retirement under SERP II are 60 years of age with 10 years of service, in which case the benefits are unreduced, and 55 years of age with 10 years of service, in which case the benefits are reduced three percent per year from age 60.

  96. 2023 Non-qualified Deferred Compensation

    2023 Non-qualified Deferred Compensation The table below sets forth information as of December 31, 2023, with respect to our Benefit Restoration Plan, a defined contribution plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Benefit Restoration Plan is described in further detail below. None of our NEOs made any contributions or withdrawals during 2023 under the Benefit Restoration Plan.

  97. 2023 Non-qualified Deferred Compensation

    | Name | Registrant Contributions in Last Fiscal Year ($)(1) (2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year End ($)(2) (4) | | Leroy M. Ball | $68,333 | $24,584 | $587,034 | | Jimmi Sue Smith | 12,202 | 624 | 27,003 | | James A. Sullivan | 28,265 | 6,951 | 176,620 | | Stephanie L. Apostolou | 10,891 | 1,047 | 34,975 | | Leslie S. Hyde | 9,551 | 2,494 | 63,005 |

  98. 2023 Non-qualified Deferred Compensation

    | (1) The amounts shown in this column are reported as compensation in 2023 in the Summary Compensation Table. |

  99. 2023 Non-qualified Deferred Compensation

    | (2) The amounts disclosed in these columns include an assumed amount for employer contributions made under our Benefit Restoration Plan. Actual employer contributions have not yet been made for 2023; however, for purposes of this table, we have assumed that such contributions will be credited for 2023 in accordance with past practice. |

  100. 2023 Non-qualified Deferred Compensation

    | (3) No amounts reported in this column are reported as compensation in 2023 in the Summary Compensation Table for any NEO. |

  101. 2023 Non-qualified Deferred Compensation

    | (4) The following amounts reported in this column were reported as compensation in the Summary Compensation Table for previous years: $452,623 for Mr. Ball, $7,873 for Ms. Smith, $130,628 for Mr. Sullivan, $22,693 for Ms. Apostolou and $29,893 for Ms. Hyde. |

  102. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following information and related table set forth the details of the payments and benefits that would be provided to each NEO in the event that his or her employment is terminated with us for any reason including resignation, termination without cause, retirement, a constructive termination, a change in control or a change in the NEO’s responsibilities.

  103. Director Compensation

    Director Compensation We have adopted a standard arrangement to compensate each of our non-employee directors. In 2023, each non-employee director received the following:

  104. Director Compensation

    | Director Compensation Program | | | Annual Cash Retainer for Non-Employee Directors | $85,000 | | Supplemental Annual Cash Retainer for Non-Executive Chairman | 100,000 | | Supplemental Annual Cash Retainer for Committee Chair (except Audit Committee and Management Development and Compensation Committee) | 12,500 | | Supplemental Annual Cash Retainer for Audit Committee Chair | 20,000 | | Supplemental Annual Cash Retainer for Management Development and Compensation Committee Chair | 15,000 | | Annual Equity Award of RSUs | 110,000 | | Supplemental board meeting attendance fee for meetings in excess of six per year | 1,000 | | Supplemental committee meeting attendance fee for meetings in excess of six per year | 1,000 |

  105. Director Compensation

    We also reimburse directors for their out-of-pocket expenses incident to their service on the board and in connection with attendance at board and committee meetings and the annual meeting of shareholders. The annual equity award, which is in the form of RSUs, is issued to incumbent directors upon the date of our annual meeting. The annual equity award is issued to new non-employee directors upon the date that they are first elected to the board and is prorated for new non-employee directors serving less than twelve months. The actual number of RSUs to be granted to each non-employee director is determined on the grant date and is based upon the closing selling price per share of our common stock at the close of regular hours trading (i.e., before after-hours trading begins) on the NYSE as such price is officially quoted in the composite tape of transactions on the NYSE on the grant date. The annual equity award vests upon the earlier to occur of (a) the date which is 365 days after the grant date or (b) the date of the next annual meeting of the company, provided that, in both cases, the director remains in continuous service as a director of the company during such period. If a director terminates service prior to the vesting of his or her RSUs, the director will receive, on the date of termination of service, a number of shares equal to the number of shares in which the director would have vested at the end of the vesting period had he/she continued in our service through the end of such period multiplied by a fraction, the numerator of which is the number of days of service the director completed between the award date and the termination of the director’s service and the denominator of which is 365. In the event of a change in control, there will be accelerated vesting of unvested annual equity award RSUs. At least every two years, the board reviews and sets the compensation for non-employee directors based, in part, on the recommendation of the management development and compensation committee. Director compensation was reviewed by the board in November 2022 and it was determined that no changes were needed. Factors considered include (i) the level of compensation necessary to attract and retain qualified directors; (ii) maintaining director independence; and (iii) providing incentives that encourage directors to act in the interests of shareholders. Pursuant to the terms of our LTIP, the aggregate grant date fair value for accounting purposes of all awards granted to any non-employee director during any single calendar year (excluding awards made at the election of such non-employee director in lieu of all or a portion of annual and committee cash retainers) will not exceed $200,000.

  106. Director Compensation

    | 42 | 2024 Proxy Statement |

  107. 2023 Director Compensation

    2023 Director Compensation The table below provides information concerning the compensation of our non-employee directors for 2023. Mr. Vartanian was not a member of the board in 2023. Mr. Ball did not receive compensation for his service as a director in 2023. Mr. Ball’s compensation for his services as an employee is discussed above.

  108. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Stephen R. Tritch | $186,000(3) | $109,992 | $295,992 | | Xudong Feng, Ph.D. | 98,500(4) | 109,992 | 208,492 | | Traci L. Jensen | 86,000(5) | 109,992 | 195,992 | | David L. Motley | 98,500(6) | 109,992 | 208,492 | | Albert J. Neupaver | 98,500(7) | 109,992 | 208,492 | | Andrew D. Sandifer | 66,685 | 123,558 | 190,243 | | Louis L. Testoni | 106,000(8) | 109,992 | 215,992 | | Sonja M. Wilkerson | 101,000(9) | 109,992 | 210,992 |

  109. 2023 Director Compensation

    | (1) Each director received a total amount of $85,000 for his or her 2023 annual cash retainer, except for Mr. Sandifer who served for only part of the year ended December 31, 2023. Mr. Sandifer, who was elected to the board of directors effective as of March 20, 2023, received a total amount of $66,685 for his annual cash retainer for the period from March 20, 2023 through December 31, 2023. |

  110. 2023 Director Compensation

    | (2) On May 4, 2023, each incumbent non-management member of the board of directors was granted 3,513 RSUs. On March 20, 2023, Mr. Sandifer was granted 416 RSUs. The amounts in this column relating to the May 4, 2023 awards represent the grant date fair value of that grant, which is determined by multiplying the shares granted by $31.31 per share, the closing stock price on May 4, 2023. The amount in this column relating to Mr. Sandifer’s March 20, 2023 award represents the grant date fair value of that grant, which is determined by multiplying the shares granted by $32.61 per share, the closing stock price on March 20, 2023. These award grant date fair values have been determined in accordance with FASB ASC Topic 718 using the assumptions underlying the valuation of equity awards set forth in note 8 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, each incumbent non-management director, except Mr. Vartanian, held 3,513 unvested RSUs. |

  111. 2023 Director Compensation

    | (3) Mr. Tritch received an additional $100,000 for serving as chairman of the board and an additional $1,000 for supplemental meeting fees. |

  112. 2023 Director Compensation

    | (4) Dr. Feng received an additional $12,500 for serving as chair of the sustainability committee and an additional $1,000 for supplemental meeting fees. |

  113. 2023 Director Compensation

    | (5) Ms. Jensen received an additional $1,000 for supplemental meeting fees. |

  114. 2023 Director Compensation

    | (6) Mr. Motley received an additional $12,500 for serving as chair of the nominating and corporate governance committee and an additional $1,000 for supplemental meeting fees. |

  115. 2023 Director Compensation

    | (7) Mr. Neupaver received an additional $12,500 for serving as chair of the strategy and risk committee and an additional $1,000 for supplemental meeting fees. |

  116. 2023 Director Compensation

    | (8) Mr. Testoni received an additional $20,000 for serving as chair of the audit committee and an additional $1,000 for supplemental meeting fees. |

  117. 2023 Director Compensation

    | (9) Ms. Wilkerson received an additional $15,000 for serving as chair of the management development and compensation committee and an additional $1,000 for supplemental meeting fees. |

  118. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Leroy M. Ball, our Chief Executive Officer (our “CEO”). For 2023, our last completed fiscal year:

  119. 2023 Pay Ratio Disclosure

    | • | the annual total compensation of our median employee was $94,678; and |

  120. 2023 Pay Ratio Disclosure

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement (adjusted as noted below), was $5,973,709 |

  121. 2023 Pay Ratio Disclosure

    Based on this information, for 2023 the ratio of the annual total compensation of Leroy M. Ball, our Chief Executive Officer, to the annual total compensation of our median employee was 63 to 1. As disclosed in our 2023 proxy statement, we previously identified our median employee using our full-time, part-time and temporary employee population (without exclusions) as of December 31, 2022 and measured compensation based on “gross wages” for the identified employees as reflected in our payroll records for the twelve-month period beginning on January 1, 2022 and ending December 31, 2022. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums and other payroll withholding. We did not use any statistical sampling techniques. There has been no change in our employee population or our employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Therefore, as permitted by SEC rules, we are using the same median employee that we used last year as the 2023 median employee. As required by SEC rules, we calculated 2023 annual total compensation for both our median employee and our CEO using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table in this proxy statement.

  122. 2023 Pay Ratio Disclosure

    | 44 | 2024 Proxy Statement |

  123. 2023 Pay Ratio Disclosure

    We took the following steps, as permitted by SEC rules, to determine the annual total compensation of our median employee and our CEO:

  124. 2023 Pay Ratio Disclosure

    | • | For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, but including the estimated value of the median employee’s health care benefits, resulting in annual total compensation of $94,678. |

  125. 2023 Pay Ratio Disclosure

    | • | For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement. However, to maintain consistency between the annual total compensation of our CEO and the median employee, we also added the estimated value of our CEO’s health care benefits on an annualized basis (estimated for our CEO and our CEO’s eligible dependents at $13,156) to the amount reported in the Summary Compensation Table. |

  126. 2023 Pay Ratio Disclosure

    The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  127. 2023 Pay Ratio Disclosure

    | KOPPERS HOLDINGS INC. | 45 |

  128. Pay Versus Performance Table

    Pay Versus Performance Table As required by applicable SEC rules, we are providing the following information about the relationship between the “compensation actually paid” to certain individuals and certain of our financial performance measures. For further information concerning our pay-for-performance philosophy and how we align NEO compensation with our performance, refer to the Compensation Discussion and Analysis above.

  129. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (6) (In millions) | Adjusted EBITDA (7) (In millions) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (5) | | | | 2023 | $5,960,553 | $17,568,133 | $1,579,169 | $4,141,388 | $135.90 | $163.68 | $89.8 | $256.4 | | 2022 | 5,770,002 | 2,902,239 | 1,404,909 | 903,710 | 74.33 | 136.42 | 63.2 | 228.1 | | 2021 | 5,196,873 | 3,801,572 | 1,362,868 | 982,151 | 81.89 | 145.27 | 84.9 | 223.5 | | 2020 | 4,126,547 | 2,936,710 | 1,191,596 | 971,101 | 81.53 | 122.68 | 121.0 | 211.5 |

  130. Pay Versus Performance Table

    | (1) The amounts shown in this column represent the amount of total compensation reported for Leroy M. Ball, our Chief Executive Officer, who is considered our Principal Executive Officer under applicable SEC rules (the “PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table above. |

  131. Pay Versus Performance Table

    | (2) The amounts shown in this column represent the amount of “compensation actually paid” to Mr. Ball, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Ball during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Ball’s total compensation for each year to determine the “compensation actually paid”: |

  132. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO (a) | Less Reported Summary Compensation Table Value of PEO Equity Awards (b) | Plus Adjusted Value of Equity Awards (c) | Compensation Actually Paid to PEO | | 2023 | $5,960,553 | $ 3,572,221 | $15,179,801 | $17,568,133 | | 2022 | 5,770,002 | 3,745,653 | 877,890 | 2,902,239 | | 2021 | 5,196,873 | 3,099,995 | 1,704,694 | 3,801,572 | | 2020 | 4,126,547 | 2,060,259 | 870,422 | 2,936,710 |

  133. Pay Versus Performance Table

    | (a) This column represents the amount of total compensation reported for Mr. Ball for each corresponding year in the “Total” column of the Summary Compensation Table above. |

  134. Pay Versus Performance Table

    | (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above for the applicable year. |

  135. Pay Versus Performance Table

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Ball to arrive at “compensation actually paid” to Mr. Ball for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The valuation assumption for the |

  136. Pay Versus Performance Table

    | 46 | 2024 Proxy Statement |

  137. Pay Versus Performance Table

    | EBITDA PSUs granted during 2023 is 200 percent of fair value as this represents the probable performance as of December 31, 2023 for the period 2023-2025. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield and risk-free rate as of the applicable measurement date. The amounts added or subtracted to determine the adjusted amount are as follows: |

  138. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Adjusted Value of Equity Awards | | 2023 | $9,733,619 | $5,183,390 | $262,792 | $ — | $15,179,801 | | 2022 | 2,339,493 | (949,827) | (388,914) | (122,862) | 877,890 | | 2021 | 2,825,381 | (1,255,454) | 134,767 | — | 1,704,694 | | 2020 | 3,930,775 | (1,003,142) | (1,163,408) | (893,803) | 870,422 |

  139. Pay Versus Performance Table

    | (3) The amounts shown in this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table above for the applicable year. The names of each of the NEOs (excluding Mr. Ball) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Jimmi Sue Smith, James A. Sullivan, Stephanie L. Apostolou and Leslie S. Hyde; (ii) for 2021, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde and Stephanie L. Apostolou; and (iii) for 2020, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde, Stephanie L. Apostolou, Steven R. Lacy and Douglas J. Fenwick. |

  140. Pay Versus Performance Table

    | (4) The amounts shown in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Ball), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Ball) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Ball) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Footnote 2(c): |

  141. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs (a) | Less Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b) | Less Average Reported Summary Compensation Table Value of Non-PEO NEO Accumulated Pension Benefit (c) | Plus Average Non-PEO NEO Adjusted Value of Equity Awards (d) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,579,169 | $ 684,135 | $ 4,818 | $3,251,172 | $4,141,388 | | 2022 | 1,404,909 | 700,122 | — | 198,923 | 903,710 | | 2021 | 1,362,868 | 635,750 | — | 255,033 | 982,151 | | 2020 | 1,191,596 | 436,682 | 6,591 | 222,778 | 971,101 |

  142. Pay Versus Performance Table

    | (a) This column represents the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table above in each applicable year. |

  143. Pay Versus Performance Table

    | (b) This column represents the average of the total amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above in each applicable year. |

  144. Pay Versus Performance Table

    | (c) This column represents the average of the change in pension value amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table above in each applicable year. |

  145. Pay Versus Performance Table

    | (d) This column represents an adjustment to the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Footnote 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Ball) to arrive at “compensation actually paid” to each NEO |

  146. Pay Versus Performance Table

    | KOPPERS HOLDINGS INC. | 47 |

  147. LOSURE

    | (excluding Mr. Ball) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Ball) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows: |

  148. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section above, our executive compensation program reflects a pay-for-performance philosophy. We generally seek to incentivize long-term performance, and therefore we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  149. Analysis of the Information Presented in the Pay Versus Performance Table

    | 48 | 2024 Proxy Statement |

  150. Compensation Actually Paid and Company and Peer Group TSR

    Compensation Actually Paid and Company and Peer Group TSR

  151. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  152. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA

  153. Compensation Actually Paid and Adjusted EBITDA

    | KOPPERS HOLDINGS INC. | 49 |