DEF 14A of Westlake Corp, Mar 28, 2025

DEF 14A of Westlake Corp

Filed Mar 28, 2025 · FY20240001193125-25-066316

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 ( i.e. , Messrs. Albert Chao, James Chao and John Chao) receive no additional compensation for serving as directors. In 2024, all other directors, who served for the whole year, received a quarterly retainer of $28,750 for each of the first and second quarters and $30,000 for each of the third and fourth quarters, for a total annual retainer of $117,500 (the annual cash retainer was increased from $115,000 to $120,000 effective for the third quarter of 2024). Messrs. Cregg and Haas received pro-rated retainers based on their length of service in 2024. 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 $17,500 (the annual retainer was increased from $15,000 to $20,000 effective for the third quarter of 2024) and the Corporate Risk and Sustainability Committee chairman received an additional annual retainer of $17,500 (the annual retainer was increased from $15,000 to $20,000 effective for the third quarter of 2024). 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 August 9, 2024, authorized the issuance of 1,128 restricted stock units to each 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 9, 2025, subject to the grantee’s continuing service as a director of Westlake as of the vesting date, except Mr. Haas whose restricted stock units were vested in connection with his resignation from the Board of Directors on December 10, 2024. The Board of Directors, effective December 10, 2024, authorized the issuance of 1,339 restricted stock units to Mr. Cregg in connection with his appointment to the Board of Directors. All of these restricted stock units will vest on December 10, 2025, subject to his 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.

  3. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    PROPOSAL 1—ELECTION OF CLASS III 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 III, to serve until the annual meeting of stockholders in 2028, or until their successors are elected and qualified:

  4. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    | • | Albert Y. Chao |

  5. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    | • | David T. Chao |

  6. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    | • | Michael J. Graff |

  7. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    | • | Carolyn C. Sabat |

  8. PROPOSAL 1—ELECTION OF CLASS III DIRECTORS

    Ms. Sabat and Messrs. Albert Chao, David Chao and Graff are incumbent Class III 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.

  9. 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 III DIRECTORS.

  10. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    NOMINEES FOR ELECTION AS CLASS III DIRECTORS Albert Y. Chao (age 75). Mr. Chao has been our Executive Chairman of the Board since July 2024 and a director since June 2003. From May 1996 to July 2024, Mr. Chao served as President and, from July 2004 to July 2024, he served as our Chief Executive Officer. In addition, Mr. Chao has been a director of Westlake Chemical Partners GP LLC, a wholly owned subsidiary of ours and the general partner of Westlake Chemical Partners LP, since its formation in March 2014, its Executive Chairman of the Board since July 2024 and served as its President and Chief Executive Officer from March 2014 to July 2024. In 1985, Mr. Chao assisted his father, T.T. Chao, and his brother, James Y. Chao, in founding Westlake. 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 48). 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. Mr. Chao has also served as Chief Executive Officer of Tempest Peak Management LLC since December 2022. 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 69). Mr. Graff has been a director since May 2013. Mr. Graff is the former Chairman and Chief Executive Officer of American Air Liquide, Inc. and former 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., took on additional responsibilities for Air Liquide’s operations in Asia and was named Chairman of Airgas Inc. In September 2022, Mr. Graff took on additional responsibilities as Chairman and CEO of Air Liquide’s Global Engineering and Construction business. In September 2023, Mr. Graff stepped down as Chairman and CEO of American Air Liquide Holdings, Inc., continuing as Chairman and CEO of American Air Liquide. In July 2024, Mr. Graff stepped down from his roles as Chairman and CEO of American Air Liquide, as Executive Vice President of the Air Liquide Group and all other executive responsibilities. Mr. Graff retired from Air Liquide on January 1, 2025. 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 previously served as Vice Chairman and chair of the Executive Committee of the American Chemistry Council, 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 Energy Forum of the Baker Institute at Rice University and serves as Vice Chairman on the Board of Trustees of the Illinois Institute of Technology, on the Engineering Advisory Council for Purdue University, as Vice Chairman of the American Institute of Chemical Engineers’ Foundation, 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 45). 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.

  11. CLASS I DIRECTORS

    CLASS I DIRECTORS Catherine T. Chao (age 47). 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. Roger A. Cregg (age 68). Mr. Cregg has been a director since December 2024. Mr. Cregg served as President, Chief Executive Officer and Director of AV Homes, Inc., from December 2012 until its sale to Taylor Morrison Homes in October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company. He served as Executive Vice President and Chief Financial Officer of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.) from May 2003 to May 2011; and as Senior Vice President and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2003. Mr. Cregg also served as Executive Vice President and Chief Financial Officer of Zenith Electronics Corporation from 1996 to 1998; Vice President and Chief Financial Officer of Sweetheart Cup Company, Inc. from 1990 to 1996; and Vice President of Mead Corporation from 1989 to 1990. Mr. Cregg began his career at Continental Can Company, where he held a variety of accounting, finance, and administration roles. Mr. Cregg has served on the Board of Directors of Comerica Incorporated since December 2006, the Board of Directors of Sterling Infrastructure Inc. since May 2019 and the Board of Directors of Minto Group since July 2024. Previously, Mr. Cregg served on the Board of Directors of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009. Mr. Cregg received a bachelor’s of science degree in accounting from Northeastern University and an M.B.A from J.L. Kellogg Graduate School of Management at Northwestern University. The Board has concluded that Mr. Cregg should serve as a director of the Company based primarily on his experience in the homebuilder industry and his leadership experience as chief executive officer and chief financial officer of public companies. Kimberly S. Lubel (age 60). 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 January 2022. Previously, Ms. Lubel served on the Board of Directors of WPX Energy Inc. from December 2011 through January 2021. Since 2022, Ms. Lubel has been an executive coach and independent consultant with the Exco Group. 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 67). 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 Chord Energy Corporation since May 2024 and of Schlumberger Limited since October 2019. Mr. Sheets was a director of Enerplus Corporation from December 2017 until its acquisition by Chord Energy Corporation in May 2024 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.

  12. CLASS II DIRECTORS

    CLASS II DIRECTORS James Y. Chao (age 77). Mr. Chao has been our Senior Chairman of the Board since July 2024 and became a director in June 2003. From July 2004 to July 2024, Mr. Chao served as Chairman of the Board and, from May 1996 to July 2004, he served as Vice Chairman. In addition, Mr. Chao has been a director of Westlake Chemical Partners GP LLC since its formation in March 2014, its Senior Chairman of the Board since July 2024 and served as its Chairman of the Board from July 2014 to July 2024. 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 48). Mr. Chao has been a director since August 2018. Since July 2024, Mr. Chao has served as Senior Vice President and Managing Director of Westlake Innovations, Inc. (one of our subsidiaries) and from March 2021 to July 2024, Mr. Chao was its Vice President and Managing Director. 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 66). 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 Seadrill Limited since February 2022 and the Board of Directors of Momentive Performance Materials, Inc. since December 2024. He previously served on the Board of Directors of Marathon Oil Corporation from December 2022 until its acquisition by ConocoPhillips in November 2024 and 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 65). 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 served on the Board of Directors of Ball Ventures LLC from February 2023 until March 2025. 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.

  13. COMPENSATION DISCUSSION AND ANALYSIS

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

  14. 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 |

  15. 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 2024 (the “2024 Peer Group”):

  16. The Deliberative Process

    As disclosed in last year’s proxy statement, in November 2023, as part of its annual evaluation process, and upon recommendation by Willis Towers Watson, the Compensation Committee determined, and the Board of Directors agreed, the 2024 selected Peer Group would be updated to achieve an approximately median ranking for the Company relative to the peer group. Going forward, the Committee will continue to evaluate and 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, as described in more detail below) 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.

  17. Compensation Philosophy and Program Objectives

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

  18. Compensation Philosophy and Program Objectives

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

  19. Establishing Compensation Levels

    In connection with his appointment as President and Chief Executive Officer, the Committee set Mr. Gilson’s annualized 2024 base salary to $1,250,000. Effective as of July 15, 2024, Mr. Albert Chao’s base salary was decreased from $1,301,000 to $1,019,000 in connection with his transition from President and Chief Executive Officer of the Company to Executive Chairman of the Board. For additional information on the salaries paid to each individual who served as the PEO and the other NEOs during 2024, see “Executive Compensation—2024 Summary Compensation Table.” In February 2025, the Committee elected to set the base salaries for the NEOs as follows: $1,060,000 for Mr. Albert Chao, $1,300,000 for Mr. Gilson, $785,000 for Mr. Bender, $681,000 for Mr. Buesinger and $764,000 for Mr. Ederington. The salaries of Mr. Albert Chao, Mr. Gilson, Mr. Bender, Mr. Buesinger and Mr. Ederington were increased from $1,019,000, $1,250,000, $755,000, $655,000 and $735,000, respectively, after consideration of the Reference Points. The base salary of Mr. James Chao was decreased from $1,019,000 to $530,000 in connection with his transition to Senior Chairman of the Board and continued management of the Company as a member of its executive team. Cash Incentive Plans/Bonuses—For 2024, each individual who served as the PEO, and the 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 Senior Vice President, Human Resources administers the QIP. 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 120% of base pay (as of the end of the performance period) depending on the position, level and range of responsibility of the employee. In establishing the target bonus percentage, 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. Albert Chao’s AIP target bonus percentage was decreased from 135% to 105% in July 2024 in connection with his transition from President and Chief Executive Officer of the Company to Executive Chairman of the Board. Pursuant to the terms of the AIP, Mr. Albert Chao’s AIP for 2024 will be calculated using the 105% target bonus percentage. The Committee set the AIP target bonus percentages for 2024 and 2025 as follows (which represent a percentage of base pay, the dollar value of which product is referred to herein as the “target bonus”):

  20. 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) a return on capital measure based on an economic value added (“EVA”) rate of return (“EVA rate of return”) 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 2024, 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 2024:

  21. Establishing Compensation Levels

    | 1. | TSR—the Company’s TSR relative to the 2024 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, 2024, minus the average of the daily average stock price for the 90-day period ended on December 31, 2023, plus dividends paid, divided by (B) the average of the daily average stock price for the 90-day period ended on December 31, 2023. |

  22. Establishing Compensation Levels

    | 1. | The Company’s TSR was 50.0%, which relative to the 2024 Peer Group was determined to be within the top two-thirds. |

  23. Establishing Compensation Levels

    In February 2025, the Committee approved a set of threshold performance goals substantially similar to those used for the 2024 AIP plan year, any one of which must be met in order to authorize bonus payments for the 2025 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 EVA and the EVA rate of return. EVA and the EVA rate of return are solely measures used by the Company under its compensation programs. They are not the same as the corresponding accounting measures calculated in accordance with U.S. GAAP for financial reporting purposes and are not intended to reflect the Company’s performance for any purpose other than determination of bonuses awarded under the AIP and the amount of performance stock units earned. NOPAT is adjusted to account for any amortization of intangibles, acquisition-related integration and transaction costs, and adjustments associated with acquisitions, impairment and restructuring costs (together, “non-operating impacts”) amortized over a period commensurate with the period which the Company realizes benefits, and noncontrolling interests. Capital employed represents the Company’s total assets minus cash, restricted cash, current liabilities (but excluding the current portion of long-term debt) and pensions and other post-retirement benefits. Capital employed is adjusted to remove the impact of significant capital projects, non-controlling interests, the difference between an acquired company’s opening balance sheet and the purchase price for such acquired company, any impact based on the Company’s actual taxes paid as compared to the long-term expected cash tax rate used for NOPAT and adding back historical adjustments to NOPAT based on non-operating impacts. The established performance metric for purposes of determining the bonus multiple that factors into final corporate AIP bonus calculations is the EVA rate of return. This achieved EVA rate of return is then compared to the Company’s estimate of its weighted average cost of debt and equity capital, which generally has been 8.75%. The comparison between the achieved EVA rate of return, relative to the capital charge of 8.75%, results in the corporate EVA bonus multiple set forth in the schedule below:

  24. Establishing Compensation Levels

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

  25. Establishing Compensation Levels

    The EVA rate of return for 2024 was 7.5%, which resulted in a corporate EVA bonus multiple of approximately 0.86X. 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, Gilson, 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 2024. 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 bonus multiple over several years by carrying two-thirds of each NEO’s EVA 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 EVA bonus multiples from prior years and the final declared bonus for the current year. The Committee then reviewed the EVA bonus multiples 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 2024 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 167% of his target bonus, Mr. James Chao was awarded a bonus payment equal to 167% of his target bonus, and Mr. Gilson was awarded a final bonus payment equal to 45% 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, their focus on safe and efficient operations and the transition of our succession plans. Mr. Gilson’s final bonus was pro-rated to reflect the number of days that he served as our PEO during 2024. The Committee awarded Mr. Bender a final bonus payment equal to 174% 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. The Committee awarded Mr. Buesinger a final bonus payment equal to 207% 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 172% of his target bonus based upon his leadership of the Performance and Essential Materials segment during challenging economic conditions in the global markets, achieving various strategic initiatives, as well as his leadership role in the transition of our succession plans. 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 two 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 2024 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 2024 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 an EVA rate of return target that is specific to the QIP and is established by the PEO at his discretion at the beginning of each Omnibus Incentive Plan Year. The EVA rate of return target, under the QIP, for 2024 was 5.25%. The EVA rate of return under the QIP is calculated in the same manner as EVA rate of return under the AIP, as described above. The following table illustrates the effect of meeting the target level EVA rate of return, but in all cases the actual payout level under the QIP is subject to the achievement of the actual goals:

  26. Establishing Compensation Levels

    | | Target Achievement | Adjustments made as a result of EVA Rate of Return | Payout | | Mr. Albert Chao | 82.7% | None | $77,073 | | Mr. James Chao | 82.7% | None | $66,922 | | Mr. Gilson | 82.7% | None | $37,114 | | Mr. Bender | 82.7% | None | $49,543 | | Mr. Buesinger | 78.3% | None | $40,719 | | Mr. Ederington | 82.7% | None | $48,074 |

  27. 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 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 2024, please see “Executive Compensation—2024 Grants of Plan-Based Awards.” Effective as of July 2024, Mr. Albert Chao’s LTI target was decreased from 550% to 400% for LTI grants made beginning in 2025, in connection with his transition from President and Chief Executive Officer of the Company to Executive Chairman of the Board. In connection with his appointment as President and Chief Executive Officer in July 2024, Mr. Gilson was awarded, as a sign-on bonus, a special restricted stock unit award with an aggregate grant date fair value of $3,000,000, which will vest in three years. Mr. Gilson did not receive any other 2024 LTI awards. The LTI targets (each as a percentage of base pay) set by the Committee for 2024 and 2025 are as follows:

  28. Establishing Compensation Levels

    | • | non-qualified stock options; |

  29. Establishing Compensation Levels

    | • | restricted stock units; and |

  30. Establishing Compensation Levels

    | • | performance stock unit awards. |

  31. 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 employees, including executive and senior management personnel. The Board of Directors typically grants these awards annually during the first quarter of the year in conjunction with its regularly-scheduled meeting held in February of each 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 regarding 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 its regularly-scheduled meeting held in February of each year. Each restricted stock unit award granted by the Board of Directors represents a contingent right to receive 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 connection with his appointment as President and Chief Executive Officer in July 2024, Mr. Gilson was awarded, as a sign-on bonus, a special restricted stock unit award with an aggregate grant date fair value of $3,000,000, which will vest in three years. Performance Stock Unit Awards— As with stock options and restricted stock units, the Board of Directors typically grants awards of performance stock units annually during the first quarter of the year in conjunction with its regularly-scheduled meeting held in February of each year. The performance stock unit awards granted in February 2024 are subject to a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. 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 2024 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 EVA bonus multiple based on the EVA rate of return being calculated in the same manner as described in “Cash Incentives Plan/Bonuses – AIP” (threshold performance requires an average EVA bonus multiple of at least 0.5X; target performance requires an average EVA bonus multiple of at least 1X; and maximum performance requires an average EVA bonus multiple of at least 2X), whichever measure results in the greater payout.

  32. Establishing Compensation Levels

    | | Threshold Performance | Target Performance | Maximum Performance | | Payment Rate | 25% of target number of PSUs | 100% of target number of PSUs | 200% of target number of PSUs | | Performance Rate (Relative TSR) | 33.3rd percentile | 50th percentile | 75th percentile | | Performance Rate (EVA bonus multiple) | at least 0.5X * | at least 1X * | at least 2X * |

  33. Establishing Compensation Levels

    | * “X” equals the EVA bonus multiple based on EVA rate of return; see “Cash Incentive Plans/Bonuses – AIP.” |

  34. 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 2022, for the plan period January 1, 2022 through December 31, 2024, achieved a payout of 185.6%, based on a relative TSR rank of 71.4%, exceeding the target but not reaching 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, James Chao and Gilson, 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 pledge 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 2024, which is provided as a means to promote personal health and wellness.

  35. 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, normal retirement or in some cases, a termination without cause. 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: “2024 Potential Payments Upon Termination or Change in Control” below.

  36. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  37. 2024 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 | 2024 | 1,172,923 | 5,258,082 | 2,313,270 | 1,864,073 | 315,533 | 10,923,881 | | Executive Chairman (since July 2024) | 2023 | 1,252,965 | 4,819,447 | 2,030,507 | 3,553,139 | 315,428 | 11,971,486 | | President and Chief Executive Officer (until July 2024) | 2022 | 1,207,396 | 4,610,575 | 1,943,071 | 4,169,146 | 312,152 | 12,242,340 | | James Chao | 2024 | 1,012,077 | 2,994,516 | 1,317,380 | 1,853,922 | 183,287 | 7,361,182 | | Senior Chairman (since July 2024) | 2023 | 981,385 | 3,022,488 | 1,273,402 | 2,177,419 | 192,881 | 7,647,575 | | Chairman (until July 2024) | 2022 | 900,154 | 2,256,629 | 951,034 | 2,551,458 | 223,645 | 6,882,920 | | Jean-Marc Gilson | 2024 | 528,846 | 3,000,000 | — | 716,114 | 15,015 | 4,259,975 | | President and Chief Executive Officer (since July 2024) | | | | | | | | | M. Steven Bender | 2024 | 749,231 | 1,464,379 | 644,233 | 1,164,543 | 115,858 | 4,138,244 | | Executive Vice President and | 2023 | 723,077 | 2,883,179 | 582,744 | 1,361,520 | 115,843 | 5,666,363 | | Chief Financial Officer | 2022 | 686,385 | 2,215,440 | 512,280 | 1,584,295 | 112,383 | 5,110,783 | | Robert F. Buesinger | 2024 | 650,385 | 1,009,393 | 444,085 | 1,058,719 | 98,109 | 3,260,691 | | Executive Vice President, Housing and | 2023 | 629,231 | 2,512,393 | 426,579 | 1,125,473 | 98,012 | 4,791,688 | | Infrastructure Products, IT and Digital | 2022 | 600,308 | 1,942,509 | 397,205 | 1,211,619 | 95,725 | 4,247,366 | | L. Benjamin Ederington | 2024 | 726,923 | 1,298,107 | 571,115 | 1,061,074 | 109,037 | 3,766,256 | | Executive Vice President, Performance and | 2023 | 668,481 | 3,608,902 | 467,193 | 1,220,226 | 105,411 | 6,070,212 | | Essential Materials, General Counsel and Chief Administrative Officer | 2022 | 597,077 | 2,006,789 | 424,323 | 1,208,180 | 95,532 | 4,331,901 |

  38. 2024 Summary Compensation Table

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

  39. 2024 Summary Compensation Table

    | (2) These amounts represent the grant date fair values of restricted stock unit awards and, if applicable, performance stock unit awards granted to our Named Executive Officers, which, for 2024, were as follows: $2,313,205 and $2,944,877, respectively, for Mr. Albert Chao; $1,317,414 and $1,677,102, respectively, for Mr. James Chao; $3,000,000 and $0, respectively, for Mr. Gilson; $644,259 and $820,120, respectively, for |

  40. 2024 Summary Compensation Table

    | Mr. Bender; $444,002 and $565,391, respectively, for Mr. Buesinger; and $571,149 and $726,958, 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 a grant date fair value of $5,889,754 for Mr. Albert Chao, $3,354,204 for Mr. James Chao, $1,640,240 for Mr. Bender, $1,130,782 for Mr. Buesinger, and $1,453,916 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  41. 2024 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  42. 2024 Summary Compensation Table

    | (4) For 2022, 2023 and 2024, 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 2024 were $77,073 for Mr. Albert Chao, $66,922 for Mr. James Chao, $37,114 for Mr. Gilson, $49,543 for Mr. Bender, $40,719 for Mr. Buesinger and $48,074 for Mr. Ederington. The amounts of the AIP annual cash incentives earned for 2024 were $1,787,000 for Mr. Albert Chao, $1,787,000 for Mr. James Chao, $679,000 for Mr. Gilson, $1,115,000 for Mr. Bender, $1,018,000 for Mr. Buesinger and $1,013,000 for Mr. Ederington. |

  43. 2024 Summary Compensation Table

    | (5) The 2024 amounts include the following: |

  44. 2024 Summary Compensation Table

    | | Westlake Matching Contributions to 401(k) Savings Plan and Additional Contributions of 8% of Annualized Base Pay (up to $345,000 in 2024) ($) | 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 | 41,400 | 810 | — | 273,324 | | James Chao | 41,400 | 810 | — | 141,077 | | Jean-Marc Gilson | 13,800 | 1,215 | — | 0 | | M. Steven Bender | 41,400 | 791 | 330 | 73,336 | | Robert F. Buesinger | 41,400 | 1,053 | — | 55,657 | | L. Benjamin Ederington | 41,400 | 1,620 | 5,000 | 61,018 |

  45. 2024 Summary Compensation Table

    | (a) Includes an employer reimbursement for fitness programs in the amount of $330 for Mr. Bender and a college scholarship granted to one of Mr. Ederington’s dependents in the amount of $5,000. |

  46. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  47. 2024 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 | 2/16/2024 | — | — | — | — | — | — | 16,010(4) | — | — | 2,313,205 | | | 2/16/2024 | — | — | — | — | — | — | — | 44,324 | 144.485 | 2,313,270 | | | | — | — | — | 4,015 | 16,058 | 32,116 | — | — | — | 2,944,877 | | | | — | 1,069,950(5) | — | — | — | — | — | — | — | — | | | | — | 81,520(6) | — | — | — | — | — | — | — | — | | James Chao | 2/16/2024 | — | — | — | — | — | — | 9,118(4) | — | — | 1,317,414 | | | 2/16/2024 | — | — | — | — | — | — | — | 25,242 | 144.485 | 1,317,380 | | | | — | — | — | 2,286 | 9,145 | 18,290 | — | — | — | 1,677,102 | | | | — | 1,069,950(5) | — | — | — | — | — | — | — | — | | | | — | 81,520(6) | — | — | — | — | — | — | — | — | | Jean-Marc Gilson | 7/15/2024 | — | — | — | — | — | — | 20,401(7) | — | — | 3,000,000 | | | | — | 1,500,000(5) | — | — | — | — | — | — | — | — | | | | — | 100,000(6) | — | — | — | — | — | — | — | — | | M. Steven Bender | 2/16/2024 | — | — | — | — | — | — | 4,459 (4) | — | — | 644,259 | | | 2/16/2024 | — | — | — | — | — | — | — | 12,344 | 144.485 | 644,233 | | | | — | — | — | 1,118 | 4,472 | 8,944 | — | — | — | 820,120 | | | | — | 641,750(5) | — | — | — | — | — | — | — | — | | | | — | 60,400(6) | — | — | — | — | — | — | — | — | | Robert F. Buesinger | 2/16/2024 | — | — | — | — | — | — | 3,073 (4) | — | — | 444,002 | | | 2/16/2024 | — | — | — | — | — | — | — | 8,509 | 144.485 | 444,085 | | | | — | — | — | 771 | 3,083 | 6,166 | — | — | — | 565,391 | | | | — | 491,250(5) | — | — | — | — | — | — | — | — | | | | — | 52,400(6) | — | — | — | — | — | — | — | — | | L. Benjamin Ederington | 2/16/2024 | — | — | — | — | — | — | 3,953(4) | — | — | 571,149 | | | 2/16/2024 | — | — | — | — | — | — | — | 10,943 | 144.485 | 571,115 | | | | — | — | — | 991 | 3,964 | 7,928 | — | — | — | 726,958 | | | | — | 588,000(5) | — | — | — | — | — | — | — | — | | | | — | 58,800(6) | — | — | — | — | — | — | — | — |

  48. 2024 Grants of Plan-Based Awards

    | (1) Represents the target, threshold and maximum payout opportunities for 2024 grants of performance stock units subject to a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. 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 2024 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 bonus multiple of at least 2X; with the EVA bonus multiple being calculated in the same manner as described in “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses”), whichever measure results in the greater payout. Please see “Compensation Discussion and Analysis—Long-Term Incentives” for more information. |

  49. 2024 Grants of Plan-Based Awards

    | (2) Represents stock options that vested or will vest in three equal installments on February 16, 2025, February 16, 2026 and February 16, 2027. |

  50. 2024 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  51. 2024 Grants of Plan-Based Awards

    | (4) Represents restricted stock units that will vest on February 16, 2027. The named executive officers receive dividend equivalents with respect to the restricted stock units. |

  52. 2024 Grants of Plan-Based Awards

    | (5) Represents the AIP award based on a target percentage of the NEO’s base salary as of December 31, 2024, as follows: 105% for Mr. Albert Chao, 105% for Mr. James Chao, 120% for Mr. Gilson, 85% for Mr. Bender, 75% for Mr. Buesinger and 80% for Mr. Ederington. 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. |

  53. 2024 Grants of Plan-Based Awards

    | (6) Represents the QIP award based on a target percentage of 8% of the NEO’s base salary as of December 31, 2024. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  54. 2024 Grants of Plan-Based Awards

    | (7) Represents a sign-on bonus of restricted stock units issued to Mr. Gilson that will vest on July 15, 2027. Mr. Gilson does not receive dividend equivalents with respect to these restricted stock units. |

  55. 2024 Outstanding Equity Awards at Fiscal

    2024 Outstanding Equity Awards at Fiscal

  56. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  57. 2024 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 | 45,298 | 3,556,936 | 59,548 | 8,603,793 | | James Chao | 0 | 0 | 32,388 | 4,679,580 | | Jean-Marc Gilson | 0 | 0 | 0 | 0 | | M. Steven Bender | 0 | 0 | 19,646 | 2,837,877 | | Robert F. Buesinger | 15,803 | 653,451 | 19,926 | 2,877,386 | | L. Benjamin Ederington | 0 | 0 | 16,128 | 2,329,578 |

  58. 2024 Option Exercises and Stock Vested

    | (1) Includes restricted stock units and performance stock units that vested on February 19, 2024 and August 13, 2024. |

  59. 2024 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. |

  60. 2024 Option Exercises and Stock Vested

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

  61. 2024 Potential Payments Upon Termination or Change in Control

    2024 Potential Payments Upon Termination or Change in Control

  62. Termination or Change in Control Compensation Table

    Termination or Change in Control Compensation Table

  63. 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 | 3,221,406(1) | 3,221,406(1) | 3,221,406(1) | 3,221,406(2) | 3,221,406(3) | 3,221,406(3) | | | Stock Option Acceleration(4) | 126,201 | — | 120,557 | — | 126,201 | 120,557 | | | RSU Acceleration(5) | 5,794,067 | — | 3,685,539 | — | 5,794,067 | 3,685,539 | | | PSU Acceleration(6) | 5,811,494(7) | — | 5,386,523(8) | — | 7,580,573 | 5,386,523(8) | | | Total | 14,953,168 | 3,221,406 | 12,414,025 | 3,221,406 | 16,722,247 | 12,414,025 | | James Chao | AIP | 3,221,406(1) | 3,221,406(1) | 3,221,406(1) | 3,221,406(2) | 3,221,406(3) | 3,221,406(3) | | | Stock Option Acceleration(4) | 61,771 | — | 59,008 | — | 61,771 | 59,008 | | | RSU Acceleration(5) | 3,244,136 | — | 2,009,471 | — | 3,244,136 | 2,009,471 | | | PSU Acceleration(6) | 3,253,996(7) | — | 2,842,887(8) | — | 4,119,889 | 2,842,887(8) | | | Total | 9,781,310 | 3,221,406 | 8,132,772 | 3,221,406 | 10,647,203 | 8,132,772 | | Jean-Marc Gilson | AIP | 612,908(1) | 612,908(1) | — | 612,908(2) | 612,908(3) | 612,908(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 2,338,975 | — | — | — | 2,338,975 | 361,033 | | | PSU Acceleration(6) | —(7) | — | — | — | — | —(8) | | | Total | 2,951,883 | 612,908 | — | 612,908 | 2,951,883 | 973,941 | | M. Steven Bender | AIP | 1,654,197(1) | 1,654,197(1) | 1,654,197(1) | 1,654,197(2) | 1,654,197(3) | 1,654,197(3) | | | Stock Option Acceleration(4) | 33,277 | — | 31,787 | — | 33,277 | 31,787 | | | RSU Acceleration(5) | 4,168,789 | — | 2,514,962 | — | 4,168,789 | 2,514,962 | | | PSU Acceleration(6) | 1,603,954(7) | — | 1,455,853(8) | — | 2,070,317 | 1,455,853(8) | | | Total | 7,460,216 | 1,654,197 | 5,656,800 | 1,654,197 | 7,926,579 | 5,656,800 | | Robert F. Buesinger | AIP | 2,562,527(1) | 2,562,527(1) | 2,562,527(1) | 2,562,527(2) | 2,562,527(3) | 2,562,527(3) | | | Stock Option Acceleration(4) | 25,803 | — | 24,647 | — | 25,803 | 24,647 | | | RSU Acceleration(5) | 3,741,947 | — | 2,261,127 | — | 3,741,947 | 2,261,127 | | | PSU Acceleration(6) | 1,175,850(7) | — | 1,101,112(8) | — | 1,537,498 | 1,101,112(8) | | | Total | 7,506,128 | 2,562,527 | 5,949,414 | 2,562,527 | 7,867,775 | 5,949,414 | | L. Benjamin Ederington | AIP | 1,863,666(1) | 1,863,666(1) | — | 1,863,666(2) | 1,863,666(3) | 1,863,666(3) | | | Stock Option Acceleration(4) | 27,561 | — | — | — | 27,561 | 26,326 | | | RSU Acceleration(5) | 5,786,729 | — | — | — | 5,786,729 | 3,521,245 | | | PSU Acceleration(6) | 1,343,813(7) | — | — | — | 1,730,093 | 1,205,380(8) | | | Total | 9,021,769 | 1,863,666 | — | 1,863,666 | 9,408,050 | 6,616,617 |

  64. 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 2024 plan year and (ii) certain banked amounts. Because termination is assumed to be effective December 31, 2024, the annual bonus payable with respect to service for the 2024 plan year is the award for the full year. |

  65. 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. |

  66. 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 2024 plan year and (ii) certain banked amounts. The annual bonus under the AIP for the 2024 plan year is determined based upon the extent to which performance goals were actually achieved as of December 31, 2024. 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, 2024 and therefore the amount payable on an Involuntary Termination Post-Assumption Event is the award for the full year. |

  67. Termination or Change in Control Compensation Table

    | (4) Amounts represent the value of unvested stock options that would accelerate on December 31, 2024 based on the difference between the closing market price of our common stock as of December 31, 2024 and exercise price of the respective stock options. For stock options for which the exercise price is greater than the Company’s closing market price of $114.65 on December 31, 2024, no value has been included in the table above. |

  68. Termination or Change in Control Compensation Table

    | (5) Amount represents the value of unvested RSUs that would accelerate on December 31, 2024 based on the closing market price of our common stock as of December 31, 2024. |

  69. Termination or Change in Control Compensation Table

    | (6) Amount represents the value of unvested performance stock units that would accelerate on December 31, 2024 based on the closing market price of our common stock as of December 31, 2024. 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, 2024. For PSUs with performance periods that extend beyond December 31, 2024, the table assumes vesting at target level. |

  70. Termination or Change in Control Compensation Table

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

  71. 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, 2024. |

  72. Termination or Change in Control Compensation Table

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

  73. Compensation Table

    | | Summary Compensation Table Total for Albert Chao (CEO)($) | Summary Compensation Table Total for Gilson (CEO)($) | Compensation Actually Paid to Albert Chao (CEO)($) (3) | Compensation Actually Paid to Gilson (CEO)($) (3) | Avg. Summary Compensation Table Total for Non-CEO NEOs($) | Avg. Compensation Actually Paid to Non-CEO NEOs($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) (6) | Economic Value Added (EVA) (in millions) ($) (7) | | Year (1) | | | | | | | Total Shareholder Return($) | Peer Group Total Shareholder Return($) (5) | | | | 2024 | 10,923,881 | 4,261,975 | 4,981,732 | 3,600,950 | 4,631,593 | 2,632,294 | 175.43 | 146.15 | 647 | (168) | | 2023 | 11,971,486 | — | 22,752,624 | — | 6,043,960(2) | 11,301,095(2) | 211.07 | 146.45 | 522 | 18 | | 2022 | 12,242,340(2) | — | 17,700,713 | — | 5,431,437 | 7,237,933 | 152.53 | 131.89 | 2,297 | 1,545 | | 2021 | 10,401,407(2) | — | 14,034,003 | — | 4,029,808 | 5,271,240 | 142.78 | 148.63 | 2,070 | 1,594 | | 2020 | 10,927,684(2) | — | 13,992,911 | — | 4,405,384 | 5,541,162 | 118.48 | 118.05 | 373 | (329) |

  74. Compensation Table

    | Adjustments to Determine Compensation Actually Paid for Albert Chao (CEO) | 2020($) | 2021($) | 2022($) | 2023($) | 2024($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (3,924,557) | (3,942,425) | (4,610,575) | (4,819,447) | (5,258,082) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (1,714,282) | (1,714,275) | (1,943,071) | (2,030,507) | (2,313,270) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 8,042,295 | 5,975,457(2) | 6,450,231(2) | 8,017,221 | 5,006,733 | | 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 | 905,082 | 3,032,940 | 4,727,267 | 6,594,832 | (3,655,601) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | (243,312) | 280,899 | 834,520 | 3,019,039 | 278,071 | | 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 | 3,065,227 | 3,632,595 | 5,458,371 | 10,781,138 | (5,942,149) |

  75. Compensation Table

    | Adjustments to Determine Compensation Actually Paid for Gilson (CEO) | 2024($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (3,000,000) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | | Increase for fair value of awards granted during year that remain unvested as of year-end | 2,338,975 | | 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 | — | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | — | | 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 | (661,025) |

  76. Compensation Table

    | (4) The average Summary Compensation Table totals for Non-CEO NEOs are adjusted to arrive at the average compensation actually paid to the Non-CEO NEOs each year using the same methodology as described for the CEOs and as indicated in the table below for 2024. Stock option fair values, restricted stock unit fair values, and performance stock unit fair values are calculated using the same methodology as described for the CEOs. |

  77. Compensation Table

    | Adjustments to Determine Average Compensation Actually Paid for Non-CEO NEOs | 2020($) | 2021($) | 2022($) | 2023($) | | 2024($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (1,758,932) | (1,510,334) | (2,205,533) | (3,006,741 | ) (2) | (1,691,599) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (628,492) | (564,340) | (613,436) | (687,480 | | (744,203) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 3,345,372 | 2,072,884(2) | 2,617,143(2) | 4,402,867 | | 1,974,978 | | 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 | 317,739 | 1,142,322 | 1,711,046 | 3,470,786 | | (1,643,184) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | (139,909) | 100,900 | 297,275 | 1,077,703 | | 104,709 | | 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 | 1,135,778 | 1,241,432 | 1,806,495 | 5,257,135 | | (1,999,299) |