DEF 14A of Stepan Co, Mar 25, 2026

DEF 14A of Stepan Co

Filed Mar 25, 2026 · FY20250001193125-26-122725

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Stockholders and the persons named in the enclosed proxy will vote, pursuant to the authority granted by the stockholder in the enclosed proxy, on the election of Mr. Joaquin Delgado, Mr. Corning F. Painter and Mr. F. Quinn Stepan, Jr. as directors of the Company, to hold office until the Annual Meeting of Stockholders to be held in 2029. The Board of Directors is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders in the year in which the term for their class expires. Mr. Delgado, Mr. Painter, and Mr. Stepan are current directors whose terms expire in 2026. Each of Mr. Delgado and Mr. Stepan were last elected by the Company’s stockholders at the 2023 Annual Meeting. Mr. Painter was elected by the Board of Directors on June 9, 2025. The nominations of Mr. Delgado, Mr. Painter, and Mr. Stepan have each been reviewed and recommended by the Nominating and Corporate Governance Committee and the Board of Directors. In the event any of Mr. Delgado, Mr. Painter or Mr. Stepan is unable to serve as director, votes will be cast, pursuant to the authority granted in the proxy, for such person or persons as may be designated by the Board of Directors. The Board of Directors at this time is not aware of any nominee who is or will be unable to serve as director, if elected. Under the Company’s Amended and Restated By-laws, in an uncontested election directors are elected by a majority of the votes cast by stockholders. An uncontested election of directors means an election for which the number of nominees does not exceed the number of directors to be elected at the specific election. Because three directors are to be elected, and Mr. Delgado, Mr. Painter and Mr. Stepan are the sole nominees, this election is uncontested, and therefore the nominees must receive a majority of votes cast by stockholders to be elected.

  2. Nominees for Director

    Nominees for Director The following table sets forth certain information about the nominees for director:

  3. Nominees for Director

    | Joaquin Delgado | | | Age: 66 Director Since: 2011 | Experience Executive Vice President, Consumer Business Group of 3M Company, a global diversified technology company, from July 2016 to July 2019. Executive Vice President, Health Care Business Group of 3M Company, from October 2012 to July 2016. Trustee of each of Goldman Sachs Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs ETF Trust II, Goldman Sachs Variable Insurance Trust, and Goldman Sachs Real Estate Diversified Income Fund, each of which is registered as an investment company under the Investment Company Act of 1940. Qualifications Mr. Delgado also held other executive leadership positions at 3M Company and holds a doctorate in polymer science and engineering. Mr. Delgado provides the Board of Directors with chemistry and innovation expertise and global business, operational, manufacturing, marketing and corporate development experience. |

  4. Nominees for Director

    | Corning F. Painter | | | Age: 63 Director Since: 2025 | Experience Chief Executive Officer of Orion S.A., a public chemical company, since September 2018. Prior to joining Orion, Mr. Painter was the Executive Vice President for the Industrial Gases division at Air Products and Chemicals, Inc., a publicly traded global industrial gas company, from 2014 until 2018. From 2013 to 2014, he served as Air Products and Chemicals’ Senior Vice President of Merchant Gases. Qualifications Mr. Painter brings to the Board extensive executive officer experience in the global chemicals industry as well as strategic and operational expertise. He provides experience with setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture. | | F. Quinn Stepan, Jr. | | | Age: 65 Director Since: 1999 | Experience Chairman of the Company since January 2017. Chief Executive Officer of the Company from January 2006 through April 2022. President of the Company from February 1999 through December 2020. Qualifications In his over 30-year career with the Company, Mr. Stepan served in a number of positions of increasing responsibility and in a variety of functions within the Company’s operations. Mr. Stepan’s leadership provides the Board of Directors with extensive knowledge of the Company’s strategy and operations. |

  5. Nominees for Director

    PROPOSAL: The Board of Directors recommends that the stockholders vote FOR the election of Mr. Delgado, Mr. Painter, and Mr. Stepan to the Board of Directors, each for a three-year term.

  6. Directors Who Are Not Nominated for Election

    Directors Who Are Not Nominated for Election The following table sets forth certain information about those directors who are not up for election:

  7. Directors Who Are Not Nominated for Election

    | Lorinda A. Burgess | | | Age: 63 Director Since: 2021 Term Expires: 2028 | Experience Vice President, Finance and Chief Financial Officer, Americas Region of Medtronic Inc., a medical technology company, from March 2015 through June 2023. Director of AngioDynamics, Inc. (NASDAQ: ANGO). Qualifications Ms. Burgess spent 25 years at Medtronic and retired as a regional chief financial officer. She provides the Board of Directors with financial expertise and with broad operational and strategic experience developed throughout her career in a range of financial leadership roles. | | Randall S. Dearth | | | Age: 62 Director Since: 2012 Term Expires: 2027 | Experience Independent advisor to specialty chemical companies. Senior Director of SK Capital Partners, LP, a private investment firm, from January 2021 through January 2025. President and Chief Executive Officer of GCP Applied Technologies Inc., a leading global provider of construction products technologies, from August 2019 to September 2020. President and Chief Operating Officer of GCP Applied Technologies Inc. from September 2018 to August 2019. Qualifications Mr. Dearth also previously served as the President and Chief Executive Officer of LANXESS Corporation, a global chemicals manufacturer, and of Calgon Carbon Corporation, a global manufacturer of activated carbon and innovative treatment systems. Mr. Dearth provides the Board of Directors with global executive leadership in the chemical industry and a global perspective on strategy and business conditions. |

  8. Directors Who Are Not Nominated for Election

    | Susan M. Lewis | | | Age: 61 Director Since: 2024 Term Expires: 2027 | Experience Principal of Susan Lewis Consulting LLC, a business and executive consulting firm, from March 2021 through July 2023. Senior Vice President, Global Operations, of Corteva, Inc., a global agriculture company, from September 2018 to March 2021. Qualifications Ms. Lewis’ experience spans more than 35 years in the agricultural and chemical industries primarily at Corteva, Inc, a global agriculture company, and Dow Inc., a global materials science company. She held leadership and executive roles with operations, supply chain, environment, health and safety, sustainability and risk management responsibilities. Ms. Lewis brings the Board of Directors global experience in Six Sigma, supply chain, process optimization and capital project management. Ms. Lewis has also sponsored organizational redesign, mergers and acquisitions and transformation projects. | | Jan Stern Reed | | | Age: 66 Director Since: 2015 Term Expires: 2027 | Experience Senior Vice President, General Counsel and Corporate Secretary of Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing enterprise, from February 2015 to February 2016. Senior Vice President, General Counsel and Secretary of Walgreen Co. from October 2014 to February 2015. Director of AngioDynamics, Inc. (NASDAQ: ANGO) and Avita Medical, Inc. (NASDAQ: RCEL, ASX: AVH). Qualifications Prior to joining Walgreens, Ms. Reed was Executive Vice President – Human Resources, General Counsel and Corporate Secretary of Solo Cup Company. Ms. Reed provides the Board of Directors with global executive leadership experience in legal, corporate governance and strategic business matters, as well as extensive experience with risk management, compliance, acquisitions and employee development. |

  9. Directors Who Are Not Nominated for Election

    | Luis E. Rojo | | | Age: 53 Director Since: 2024 Term Expires: 2028 | Experience President and Chief Executive Officer of the Company since October 2024. Vice President and Chief Financial Officer of the Company from April 2018 through October 2024. From February 2018 to April 2018, Mr. Rojo served as Global Hair Care Finance Director at Procter and Gamble Co. (“P&G”), a branded consumer packaged goods company. From April 2014 to February 2018, he served as North America Hair Care Finance Director at P&G. From 1997 to 2014, he served in various finance roles within P&G with increasing responsibilities throughout North America, Latin America, and Asia. Qualifications The Board believes that Mr. Rojo’s extensive leadership experience and deep financial expertise provide valuable insight into the Company’s operations, strategy, and long term value creation. Having served as President and Chief Executive Officer and previously as Chief Financial Officer, Mr. Rojo brings a comprehensive understanding of the Company’s business, financial condition, capital allocation priorities, and risk profile. His experience overseeing global finance functions at a large multinational consumer products company, combined with his broad operational exposure across multiple regions, enables him to contribute meaningfully to Board deliberations on strategic planning, operational execution, financial discipline, and global growth initiatives. |

  10. Key Developments Impacting Executive Compensation

    | • | The Company implemented changes to its short-term incentive program metrics (as discussed below) to further promote improvement in year-over-year financial performance, to motivate, attract and retain executive, managerial and key employees of outstanding ability, and to align participants’ interests directly with the Company’s financial targets. |

  11. Key Developments Impacting Executive Compensation

    | • | The long-term incentive program continued to incorporate multi-year performance measurement and modifiers, putting such incentives at meaningful risk when long-term objectives are not achieved. |

  12. Key Developments Impacting Executive Compensation

    | • | The Committee conducted market and risk reviews of executive compensation with its independent advisor and reviewed equity grant activity and governance controls during 2025. |

  13. Key Developments Impacting Executive Compensation

    | • | The Company implemented an amended and restated equity incentive plan framework effective April 29, 2025, supporting continued long-term alignment and program flexibility. |

  14. Key Developments Impacting Executive Compensation

    | • | The Committee approved compensation arrangements in connection with new executive officer appointments during 2025, including equity awards granted under the Company’s plan. |

  15. Key Developments Impacting Executive Compensation

    | • | The Committee evaluated severance/change-in-control arrangements and adopted a severance plan during 2025 in light of evolving market practices and governance expectations. |

  16. Executive Compensation Best Practices the Company Follows

    | What We Do | | What We Don’t Do | | | ✓ | Align Executives’ Total Compensation Mix with Stockholders’ Interests | • | No Grants of Discounted Stock Options or Stock Appreciation Rights | | ✓ | Require Significant Executive Stock Ownership | • | No Repricing or Replacing Outstanding Stock Options or Stock Appreciation Rights Without Stockholder Approval | | ✓ | Limit Performance-Based Incentive Awards to a Maximum of 200% of Target | • | No Employment Agreements That Guarantee Employment or Compensation | | ✓ | Provide Limited Executive Perquisites | • | No Use of Excise Tax Gross-Ups | | ✓ | Subject Incentive Compensation to a Clawback Policy | • | No Dividend Payments on Unearned Performance Shares |

  17. Compensation Philosophy

    Compensation Philosophy The basic premise of the Company’s executive compensation philosophy is to pay for performance. The Company’s intention is to foster a performance-driven culture with competitive total compensation as a key driver for all employees. Compensation levels commensurate with Company performance are designed to align the interests of our employees with the interests of our stockholders. To better align our NEOs’ compensation with the interests of our stockholders, a substantial portion of compensation is at-risk and performance-based. The Company’s guiding philosophy in setting executive compensation is that the compensation of executive officers should reflect the scope of their job responsibilities and the level of individual and corporate performance achieved. Executive compensation should be competitive internally and externally with like or comparable positions based on job descriptions and responsibilities at similarly sized companies within the Company’s industry, Peer Group (as defined below) and other appropriate related industry data or survey information. The Company’s compensation philosophy is reviewed at least annually by the Committee. The effectiveness of the executive compensation program is primarily measured by Company performance, stock price appreciation, the ability of the Company to attract and retain executive officers, and comparison against other relevant, external benchmarks as needed. The Committee generally does not consider the impact of previously awarded compensation in determining current executive total compensation. The Committee does, however, use both a chemical industry peer group as well as aggregate executive compensation survey data to annually assess executive compensation as described below under “Compensation Peer Group and Survey Data.” Except for the limits regarding incentive compensation as described below, the Committee does not use specific policies to allocate between cash and non-cash compensation or between short-term and long-term compensation.

  18. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee engaged Exequity LLP (“Exequity”) as its independent compensation consultant for 2025. Exequity advises the Committee on a range of executive compensation matters. The scope of Exequity’s services to the Committee includes, but is not limited to, the following:

  19. Role of the Compensation Consultant

    | • | Providing the Committee with an assessment of the market competitiveness of the Company’s executive compensation. |

  20. Role of the Compensation Consultant

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

  21. Role of the Compensation Consultant

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

  22. Role of the Compensation Consultant

    | • | Assisting the Committee with goal setting, calibrating levels of pay to various levels of performance, and pay for performance alignment. |

  23. Role of the Compensation Consultant

    | • | Comparing Company executive compensation plan designs and practices to the marketplace. |

  24. Role of the Compensation Consultant

    | • | Recommending changes to the executive compensation program to maintain competitiveness and ensure consistency with business strategies, good governance practices and alignment with stockholder interests. |

  25. Role of the Compensation Consultant

    Exequity reports directly to the Committee. The Committee conducted its annual assessment of Exequity’s independence pursuant to SEC rules and determined that no conflict of interest exists that would prevent Exequity from independently advising the Committee. Exequity does not provide any other services to management or the Company.

  26. Executive Pay Mix

    Executive Pay Mix The Company targets a total compensation mix where fixed pay, consisting of base salary, is less than half of the total compensation that any NEO or executive officer may earn in any given year. The combined mix of both short-term and long-term incentives for executive officer compensation is structured to encourage the necessary focus and motivation to achieve outstanding results on an ongoing basis, both in the short term and long term. In addition, the combined focus on both short-term and long-term objectives is designed to align executive officers’ and stockholders’ interests. Short-term incentives for executive officers are based on individual and Company performance. Long-term incentives for executive officers are based on Company performance (performance shares) or are time-vested (RSUs and SARs). The Company’s total compensation targets assume above-average Company performance, and potential compensation can vary considerably depending on overall Company performance. The graphics below illustrate the pay mix for our Chief Executive Officer and other NEOs on an average basis using target level of performance for all incentive awards.

  27. Compensation Peer Group and Survey Data

    Compensation Peer Group and Survey Data To better understand the compensation practices of similar companies, the Committee reviews data gathered from a custom peer group (“Peer Group”) and general market survey data from Mercer LLC (“Mercer”). Information gathered from the Peer Group serves as the primary reference point for the Committee, with Mercer survey data used as a secondary reference. The Peer Group consists of companies selected on the basis of chemical industry affiliation and size as compared to the Company (e.g., total revenues and market capitalization). The following companies comprised the Peer Group that the Committee referenced when setting 2025 compensation:

  28. Compensation Peer Group and Survey Data

    | AdvanSix Inc. | H.B. Fuller Company | NewMarket Corporation | | Ashland Inc. | Ingevity Corporation | Quaker Chemical Corporation | | Avient Corporation | Innospec Inc. | RPM International Inc. | | Cabot Corporation | Koppers Holdings, Inc. | Sensient Technologies Corporation | | FMC Corp. | Minerals Technologies Inc. | The Chemours Company |

  29. Compensation Peer Group and Survey Data

    The Committee undertakes annual evaluations of the Peer Group in order to ensure the Company is comparing itself with companies that have the characteristics to appropriately match the Company. Exequity performed a review of the Peer Group listed above in July 2024, and the Committee did not make changes to the Peer Group as a result of such review. The Committee and its independent compensation consultant will continue to monitor the Peer Group going forward as appropriate. When assessing the competitiveness of Company compensation programs, the Committee, in part, uses median compensation levels in the Peer Group as a reference point to provide a framework for and on which to base individual compensation decisions. The Committee generally references median total compensation for executive officers, but the Committee retains discretion to determine appropriate compensation levels. The Committee believes that all NEOs’ and executive officers’ total compensation amounts are within appropriate and reasonable levels as compared to the Peer Group data considering performance, experience level, time in position and both external and internal equity evaluations.

  30. Short-Term Incentive Compensation

    Short-Term Incentive Compensation NEOs and certain other employees are eligible for short-term incentive compensation as set forth in the Management Incentive Plan. The purpose of the Company’s short-term incentive compensation program is to promote improvement in year-over-year financial performance; to motivate, attract and retain executive, managerial and key employees of outstanding ability; and to align participants’ interests directly with the Company’s financial targets. The target amount of short-term incentive compensation for each NEO is expressed as a percentage of the executive’s actual base salary earned during the respective calendar year. Because senior managers have a greater ability to impact Company results, a significant percentage of their total target compensation is at-risk. The Chief Executive Officer position has the highest level of responsibility, and therefore, the target percentage exceeds the other NEOs’ target percentages. The extent, if any, to which an incentive award will be payable to an NEO will be based primarily upon the degree of achievement of pre-established performance goals over the specified calendar year. In years when Company performance is exceptional and above the Target level, it is possible for NEOs to receive annual incentive payments above Target, while in years when Company or individual performance is below the Threshold level for a particular metric, no annual incentive will be paid based upon performance on that metric. In addition, the Committee may, in its sole discretion, increase, reduce or eliminate the amount that would otherwise be payable to the NEO with respect to a calendar year. The following chart reflects the Target Annual Incentive Award and Maximum Annual Incentive Award for each NEO for 2025 under the terms of the Management Incentive Plan (which target amounts were not increased from the targets in effect at the end of 2024 for any NEO):

  31. Short-Term Incentive Compensation

    | NEO | Target Annual Incentive Award (% of 2025 Salary Earned) | Maximum Annual Incentive Award (% of 2025 Salary Earned) | | Luis E. Rojo | 100% | 200% | | Ruben Velasquez | 75% | 150% | | Robert J. Haire, Jr. | 75% | 150% | | Sean T. Moriarty | 75% | 150% | | Richard Stepan | 75% | 150% | | Samuel S. Hinrichsen | 48% | 96% |

  32. Short-Term Incentive Compensation

    Each NEO’s annual incentive payment is determined based on the Company’s achievement of overall performance objectives (“Corporate Performance Objectives”) and the achievement of individual performance objectives (“Individual Performance Objectives”), as described below. For 2025, a multiplier is applied to increase each NEO’s Annual Incentive Award if Corporate Net Income (as defined below) met or exceeded the Target objective. Corporate Performance Objectives The Committee establishes the Corporate Performance Objectives at the beginning of each calendar year. For 2025, the Committee established targets for the four Corporate Performance Objectives for all NEOs: Corporate Net Income, Corporate EBITDA, Corporate Free Cash Flow, and Corporate Safety.(2) The Committee added Corporate Free Cash Flow and Corporate Safety to the Corporate Performance Objectives in 2025 in order to better align with market practice. For 2025, the following performance levels were established for the Corporate Net Income objective:

  33. Short-Term Incentive Compensation

    | | Threshold | Target | Maximum | | Corporate Net Income | $50.0 million | $67.0 million | $94.0 million |

  34. Short-Term Incentive Compensation

    For 2025, the following performance levels were established for the Corporate EBITDA objective:

  35. Short-Term Incentive Compensation

    | | Threshold | Target | | Corporate EBITDA | $190.0 million | $242.8 million |

  36. Short-Term Incentive Compensation

    For 2025, the following performance levels were established for the Corporate Free Cash Flow objective:

  37. Short-Term Incentive Compensation

    | | Threshold | Target | | Corporate Free Cash Flow | $20.0 million | $40.0 million |

  38. Short-Term Incentive Compensation

    (2) Corporate EBITDA and Corporate Free Cash Flow are non-GAAP measures. See Appendix A for definitions. For purposes of the annual incentive awards, Corporate Net Income is a non-GAAP measure defined as Adjusted Net Income (as defined in Appendix A), but adjusted to exclude the impact of certain projects that were not indicative of the Company’s core operating results. The Corporate Safety metric evaluates achievement of certain personal and process safety goals and consists of the total recordable injury rate (TRIR), which is the number of work-related recordable injuries per 100 full-time workers during a one-year period, and Tier 1 and Tier 2 process safety events, as defined under API RP 754, the benchmarking standard used by the American Chemistry Council. The Corporate Performance Objectives set forth above constituted 100% of the corporate performance goals for the annual incentive awards for all NEOs (other than Messrs. Moriarty and Stepan). The Corporate Performance Objectives of the annual incentive awards for each of Messrs. Moriarty and Stepan were based 70% on the company-wide Corporate Performance Objectives set forth above and 30% on operating income of the business segment for which he is responsible. The following table shows the Company’s performance against the Corporate Net Income, Corporate EBITDA, and Corporate Free Cash Flow (as well as the relative weighting of each metric) for 2025. With respect to the Corporate Safety objective, the Committee determined a payout at 50% of target was appropriate as a result of record safety performance that fell slightly below the Company’s rigorous safety goal:

  39. Short-Term Incentive Compensation

    | Objective (and Weighting) | 2025 Results | 2025 Threshold | Weighted Payout Percentage for Corporate Performance Objectives | | Corporate Net Income (50%) | $46.9 million | $50.0 million | 0% | | Corporate EBITDA (30%) | $205.9 million | $190.0 million | 14.3% | | Corporate Free Cash Flow (15%) | $27.1 million | $20.0 million | 7.8% | | Corporate Safety (5%) | | | 2.5% |

  40. Short-Term Incentive Compensation

    Based on the results above, the overall payout percentage for the company-wide Corporate Performance Objectives was 24.5%. The combined Corporate Performance Objective payout percentage based on the company-wide objectives set forth above (subject to different weighting) and the relevant business segment’s operating income was 19.8% for Mr. Moriarty and 29.8% for Mr. Stepan. Individual Performance Objectives Each NEO’s annual incentive pool is determined based on the Company’s achievement of Corporate Performance Objectives. Each NEO’s annual incentive payout may be increased or decreased based on the NEO’s achievement of Individual Performance Objectives. The President and Chief Executive Officer and the Committee agreed upon the Individual Performance Objectives for the President and Chief Executive Officer at the beginning of 2025. For executives other than the Chief Executive Officer, the Chief Executive Officer and the executive agree upon Individual Performance Objectives at the beginning of each calendar year. These Individual Performance Objectives may either be financial objectives for a particular business segment or function, or achievement of certain strategic objectives specific to their function and responsibility. Mr. Rojo’s Individual Performance Objectives as Chief Executive Officer include specific financial targets, expressed as threshold, target, and maximum levels and enhancing long-term Company performance by championing core culture and values, including safety, compliance, employee engagement, leadership development, and accountability, as well as specific operational objectives in areas such as volume production targets and reduction of unplanned downtime, growth objectives such as volume growth targets, and specific customer-focused objectives. For each business segment leader, the financial performance of the executive’s segment comprises a significant portion of the executive’s Individual Performance Objectives. Based on each NEO’s individual performance in 2025, the following modifiers were applied:

  41. Short-Term Incentive Compensation

    | NEO | Individual Performance Modifier | | Luis E. Rojo | 100% | | Ruben Velasquez | 100% | | Robert J. Haire, Jr. | 100% | | Sean T. Moriarty | 100% | | Richard Stepan | 100% | | Samuel S. Hinrichsen | — |

  42. Short-Term Incentive Compensation

    The following chart reflects the annual incentive award for each NEO for 2025.

  43. Short-Term Incentive Compensation

    | NEO | Bonus Earned (% of 2025 Salary Earned) | | Luis E. Rojo | 25% | | Ruben Velasquez | 18% | | Robert J. Haire, Jr. | 18% | | Sean T. Moriarty | 15% | | Richard Stepan | 22% | | Samuel S. Hinrichsen | 0% |

  44. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Committee typically grants equity awards annually to the NEOs under the Company’s long-term incentive plan. In 2025, the Committee reviewed and approved an allocation of long-term incentives for Mr. Rojo at approximately 25% of the total grant value as SARs, approximately 25% of the total grant value as RSUs and approximately 50% of the total grant value as performance shares. In 2025, the Committee reviewed and approved an allocation of long-term incentives for the remaining NEOs at approximately 25% of the total grant value as SARs, approximately 50% of the total grant value as RSUs and approximately 25% of the total grant value as performance shares to promote retention of executives, to reward outstanding Company performance and to encourage a focus on the Company’s long-term financial results.

  45. Long-Term Incentive Compensation

    | NEO | Stock Appreciation Rights Value | Restricted Stock Units Value | Performance Shares Target Value | Total 2025 LTI Value | | Luis E. Rojo | $800,000 | $800,000 | $1,600,000 | $3,200,000 | | Ruben Velasquez | $100,000 | $200,000 | $100,000 | $400,000 | | Robert J. Haire, Jr. | $150,000 | $300,000 | $150,000 | $600,000 | | Sean T. Moriarty | $150,000 | $300,000 | $150,000 | $600,000 | | Richard Stepan | $112,500 | $225,000 | $112,500 | $450,000 | | Samuel S. Hinrichsen | $31,250 | $62,500 | $31,250 | $125,000 |

  46. Long-Term Incentive Compensation

    The chart below shows the number of each type of equity award that the Committee granted to the NEOs as part of the annual 2025 equity grant. The number of SARs granted was calculated by dividing the amounts in the table above by the Black-Scholes value of a SAR on the date of the grant. The number of RSUs and the target number of performance shares granted were calculated by dividing the amounts in the table above by the average of the opening price and closing price of the Company’s common stock on the date of the grant.

  47. Long-Term Incentive Compensation

    | NEO | Stock Appreciation Rights | Restricted Stock Units | Performance Shares (at Target) | | Luis E. Rojo | 37,736 | 13,365 | 26,729 | | Ruben Velasquez | 5,714 | 4,074 | 2,037 | | Robert J. Haire, Jr. | 7,075 | 5,012 | 2,506 | | Sean T. Moriarty | 7,075 | 5,012 | 2,506 | | Richard Stepan | 5,307 | 3,759 | 1,879 | | Samuel S. Hinrichsen | 1,474 | 1,044 | 522 |

  48. Long-Term Incentive Compensation

    The grants of SARs, RSUs and performance share awards to the NEOs are shown in the Grants of Plan-Based Awards Table. The Committee believes that the mix of such awards provides long-term incentive compensation that is market competitive to attract and retain executives who drive the long-term growth of the Company and further align the interests of those executives with the interests of the Company’s stockholders. Stock Appreciation Rights SARs are granted annually at the average of the opening price and closing price of Common Stock on the date of the grant and have a ten-year term. SARs vest ratably over a three-year period and are settled in stock. Restricted Stock Units RSUs are granted annually based on the average of the opening price and closing price of Common Stock on the date of the grant. RSUs vest ratably over a three-year period and are settled in stock. Performance Shares Performance shares are contingently awarded at a target number of shares and subject to certain performance conditions established by the Committee. The Committee chose Corporate Net Income as a performance measure because the Company uses net income as an important indicator of business performance. The Company uses an adjusted measure, rather than reported net income, because the adjusted measure excludes items that may not be indicative of the Company’s core operating results. For purposes of the performance shares, Corporate Net Income is a non-GAAP measure defined as set forth above for purposes of the annual incentive awards; an additional adjustment was made with respect to performance share awards to include a portion of the proceeds from the sale of the Lake Providence, Louisiana plant. The Committee determined it was appropriate to include a portion of such sale proceeds in measuring performance under the 2025 long-term incentive program (performance shares) in order to recognize the plant sale’s contribution to the Company’s long-term performance. The initial target number of shares may increase or decrease by up to 50% based on the Company’s Corporate Net Income results for the calendar year in which the grant is made versus Threshold, Target and Maximum Corporate Net Income objectives. If the Company’s Corporate Net Income result for such year is below the Threshold objective, then the performance shares are forfeited entirely. If the Company’s Corporate Net Income result for such year exceeds the Maximum objective, then the target number of shares will be increased by 50%. Following completion of the three-year performance period, the number of shares may further increase or decrease by up to 30%, based on a modifier determined by the Company’s Corporate Return on Invested Capital (“ROIC”) for the third year of the three-year performance period.(3) For performance shares granted prior to 2024, the modifier is based on the Company’s three-year average Corporate ROIC for the applicable three-year performance period. For the performance shares granted in 2025, the Committee set the following Corporate Net Income objectives:

  49. Long-Term Incentive Compensation

    | Performance Level | 2025 Corporate Net Income | Initial Share Award (% of Target) | | Threshold | $50.0 million | 50% | | Target | $67.0 million | 100% | | Maximum | $94.0 million | 150% |

  50. Long-Term Incentive Compensation

    (3) Return on Invested Capital is a non-GAAP measure. See Appendix A for a definition. The Committee set the following Corporate ROIC modifiers for the third year of the three-year performance period ending December 31, 2027:

  51. Long-Term Incentive Compensation

    | 2027 Corporate ROIC | Award Modifier | | Less than or equal to 5.0% | -30% | | 6.0% | No impact | | Equal to or greater than 7.0% | +30% |

  52. Long-Term Incentive Compensation

    The calculated 2025 Corporate Net Income resulted in $50.1 million, which was above the Threshold objective level. Therefore, the performance shares granted in 2025 ultimately earned and issued for the 2025 grant will be 52.6% of the initial target number of shares, as increased or decreased up to 30% by the ROIC modifier described above and calculated at the three-year period ending December 31, 2027.

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

    Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information The Committee generally grants equity awards on a predetermined schedule. Generally at its first regularly scheduled meeting of any fiscal year, the Committee reviews and approves the target values and award types of the equity compensation to be awarded (including SARs, RSUs and performance shares) to executive officers and other eligible employees. The grant of approved equity awards then occurs two business days after the filing of the Company’s Annual Report on Form 10-K for the prior year. In certain circumstances, including the hiring or promotion of an eligible employee, the Committee (or the Chief Executive Officer and the Chief Human Resources Officer, with authority delegated by the Committee, as appropriate) may approve grants to be effective at other times. Such grants in 2025 were generally effective two business days after the filing of the Company’s first Quarterly Report on Form 10-Q filed following the eligible employee’s hiring or promotion. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Instead, the timing of grants coincides with the Company’s annual compensation cycle, with awards approved at the first regularly scheduled Committee meeting of the new fiscal year to incentivize the eligible employees to deliver on the Company’s strategic objectives for the new fiscal year. In 2025, the Company did not award any SARs (or stock options) to the NEOs during any period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC.

  54. Clawback Policy

    Clawback Policy The Company has adopted a Clawback Policy that applies to the Company’s executive officers who are subject to Section 16 of the Exchange Act. The current version of the policy applies to compensation received on or after October 2, 2023, and is intended to comply with applicable SEC and NYSE requirements. Under this policy, in the event of a restatement of the Company’s financial statements, the Company will recover from all covered executives, regardless of fault and without regard to any taxes paid, compensation that would not have been paid had the restated financial statements initially been correct. The compensation that could be recovered includes short-term and long-term incentive compensation awarded based on the subsequently restated financial statements that was paid during the three completed fiscal years preceding the restatement. The previous version of the policy applies to compensation received prior to October 2, 2023. Under that version of the policy, in the event that any executive covered by the policy engages in willful misconduct or fraud that substantially contributes to a material restatement of the Company’s financial statements, the Company will recover from all covered executives compensation that would not have been paid had the restated financial statements initially been correct. The compensation that could be recovered includes short-term and long-term incentive compensation awarded based on the subsequently restated financial statements that was paid during the 12 months preceding the restatement.

  55. Post-Termination Benefits

    Post-Termination Benefits On November 26, 2025, the Board approved and adopted the Stepan Company Key Executive Severance Benefit Plan (the “Severance Plan”), the key terms of which are summarized under “Potential Payments upon Termination or Change in Control” below. The Severance Plan is designed to provide severance compensation and benefits to selected employees (including the NEOs) in connection with certain involuntary terminations of employment and to promote stability and continuity of leadership. The Severance Plan supports the Company’s ability to attract and retain highly qualified executives, reduces the need for ad hoc negotiations at the time of involuntary termination, facilitates orderly transition of leadership, and aligns management’s interest with those of stockholders.

  56. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal year ended on December 31, 2025 (and, to the extent applicable, December 31, 2024, and December 31, 2023). Additional information related to each component of compensation for the NEOs is provided above in the Compensation Discussion and Analysis.

  57. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (3) | Option Awards (4) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (5) | Total | | Luis E. Rojo President and Chief Executive Officer | 2025 | $940,000 | — | $2,279,746 | $800,003 | $230,300 | — | $76,993 | $4,327,042 | | | 2024 | $624,129 | — | $2,064,139 | $225,005 | — | — | $67,834 | $2,981,107 | | | 2023 | $540,834 | — | $656,514 | $225,009 | — | — | $57,555 | $1,479,912 | | Ruben Velasquez (1)(2) Vice President and Chief Financial Officer | 2025 | $220,543 | — | $290,639 | $99,995 | $41,022 | — | $63,443 | $715,642 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Robert J. Haire, Jr. Executive Vice President, Supply Chain | 2025 | $484,231 | $150,000 | $450,027 | $149,990 | $88,977 | — | $33,939 | $1,357,164 | | | 2024 | $470,350 | $84,863 | $734,852 | $150,014 | — | — | $38,385 | $1,478,464 | | | 2023 | $306,667 | — | $434,878 | $150,005 | — | — | $49,671 | $941,221 | | Sean T. Moriarty Vice President and General Manager – Surfactants | 2025 | $486,336 | — | $450,027 | $149,990 | $72,221 | $12,878 | $49,965 | $1,221,417 | | | 2024 | $472,395 | $85,171 | $434,822 | $150,014 | — | — | $53,525 | $1,195,927 | | | 2023 | $458,333 | — | $437,677 | $150,019 | — | $18,376 | $56,904 | $1,121,309 | | Richard Stepan (2) Vice President and General Manager – Polymers | 2025 | $385,121 | — | $337,491 | $112,508 | $86,074 | — | $42,147 | $963,341 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Samuel S. Hinrichsen (1) Former Interim Chief Financial Officer | 2025 | $270,109 | — | $93,741 | $31,249 | — | — | $17,491 | $412,590 | | | 2024 | $270,762 | $28,500 | $43,456 | $14,985 | — | — | $20,917 | $378,620 | | | 2023 | — | — | — | — | — | — | — | — |

  58. 2025 Summary Compensation Table

    (1) Mr. Velasquez was appointed Vice President and Chief Financial Officer effective July 15, 2025. Mr. Hinrichsen was promoted to Vice President and Interim Chief Financial Officer on October 29, 2024. Mr. Hinrichsen served as the Interim Chief Financial Officer until July 14, 2025, and Global Vice President, Finance and Investor Relations until his resignation on October 31, 2025. (2) No information is provided with respect to the 2024 and 2023 fiscal years for Mr. Velasquez because he was not an NEO prior to the 2025 fiscal year. No information is provided with respect to 2024 and 2023 fiscal years for Mr. Stepan because he was not an NEO prior to the 2025 fiscal year. (3) Amounts for 2025 include (a) the grant date fair value of RSUs granted during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, and (b) performance share awards that are subject to performance-based vesting conditions and reflect the probable outcome award value (target) at the date of the grant in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 11, Stock-based Compensation, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of relevant assumptions used in calculating the fair values pursuant to FASB ASC Topic 718. These performance share awards are subject to achievement of the performance conditions as described in the section above entitled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation.” The maximum grant date values, assuming achievement of the highest level of performance conditions, would be:

  59. 2025 Summary Compensation Table

    | Name | 2025 | | Luis E. Rojo | $2,885,474 | | Ruben Velasquez | $176,754 | | Robert J. Haire, Jr. | $292,536 | | Sean T. Moriarty | $292,536 | | Richard Stepan | $219,327 | | Samuel S. Hinrichsen | $60,937 |

  60. 2025 Summary Compensation Table

    (4) Amounts for 2025 include the grant date fair value of SARs granted during the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718. See Note 11, Stock-based Compensation, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of relevant assumptions used in calculating the fair values pursuant to FASB ASC Topic 718. (5) Amounts for 2025 include Company contributions (including profit-sharing contributions) to each NEO’s defined contribution accounts as follows: Mr. Rojo: $76,993; Mr. Velasquez: $63,443; Mr. Haire: $33,939; Mr. Moriarty: $49,965; Mr. Stepan: $42,147; and Mr. Hinrichsen: $17,491. Amounts for 2025 for NEOs (other than Messrs. Velasquez and Hinrichsen) also include long-term disability insurance premiums. Amounts for 2025 include the following perquisites and other personal benefits: for all NEOs other than Mr. Hinrichsen, airline club memberships; for all NEOs (other than Messrs. Velasquez and Hinrichsen), personal use of Company-leased vehicles; for Messrs. Haire and Moriarty, spousal travel; for Mr. Stepan and Mr. Hinrichsen, personal and family use of the Company-owned condominium; and for Mr. Velasquez, relocation ($10,000) and moving expenses ($39,622).

  61. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  62. 2025 Grants of Plan-Based Awards

    | | Type of Award (1) | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | | | Threshold ($) | Target ($) (2) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Luis E. Rojo | MIP | — | $0 | $940,000 | $1,880,000 | | | | | | | | | | SA | 3/3/2025 | | | | 13,365 | 26,729 | 52,122 | | | | $1,479,717 | | | SAR | 3/3/2025 | | | | | | | | 37,736 | $59.86 | $800,003 | | | RSU | 3/3/2025 | | | | | | | 13,365 | | | $800,029 | | Ruben Velasquez | MIP | — | $0 | $167,438 | $334,875 | | | | | | | | | | SA | 8/8/2025 | | | | 1,019 | 2,037 | 3,972 | | | | $90,647 | | | SAR | 8/8/2025 | | | | | | | | 5,714 | $49.09 | $99,995 | | | RSU | 8/8/2025 | | | | | | | 4,074 | | | $199,993 | | Robert J. Haire, Jr | MIP | — | $0 | $363,173 | $726,347 | | | | | | | | | | SA | 3/3/2025 | | | | 1,253 | 2,506 | 4,887 | | | | $150,009 | | | SAR | 3/3/2025 | | | | | | | | 7,075 | $59.86 | $149,990 | | | RSU | 3/3/2025 | | | | | | | 5,012 | | | $300,018 | | Sean T. Moriarty | MIP | — | $0 | $364,752 | $729,504 | | | | | | | | | | SA | 3/3/2025 | | | | 1,253 | 2,506 | 4,887 | | | | $150,009 | | | SAR | 3/3/2025 | | | | | | | | 7,075 | $59.86 | $149,990 | | | RSU | 3/3/2025 | | | | | | 5 | 5,012 | | | $300,018 | | Richard Stepan | MIP | — | $0 | $288,841 | $577,682 | | | | | | | | | | SA | 3/3/2025 | | | | 940 | 1,879 | 3,664 | | | | $112,477 | | | SAR | 3/3/2025 | | | | | | | | 5,307 | $59.86 | $112,508 | | | RSU | 3/3/2025 | | | | | | | 3,759 | | | $225,014 | | Samuel S. Hinrichsen | MIP | — | $0 | $144,000 | $288,000 | | | | | | | | | | SA | 3/3/2025 | | | | 261 | 522 | 1,018 | | | | $31,247 | | | SAR | 3/3/2025 | | | | | | | | 1,474 | $59.86 | $31,249 | | | RSU | 3/3/2025 | | | | | | | 1,044 | | | $62,494 |

  63. 2025 Grants of Plan-Based Awards

    | (1) Type of Award: MIP – Management Incentive Plan award; SA – stock award (performance shares); RSU – restricted stock units; SAR – stock appreciation rights. |

  64. 2025 Grants of Plan-Based Awards

    | (2) Reflects Target payouts under the Company’s Management Incentive Plan. These Target amounts are based on the NEO’s current salary and position as of the date of grant. Actual amounts paid are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  65. 2025 Grants of Plan-Based Awards

    | (3) Reflects the SARs exercise price, which is the average of the opening price and closing price on the date of the grant. |

  66. 2025 Grants of Plan-Based Awards

    | (4) Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718 for stock awards and SARs granted during the fiscal year ended December 31, 2025. See Note 11, Stock-based Compensation, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of relevant assumptions used in calculating the fair values pursuant to FASB ASC Topic 718. The performance share awards are subject to achievement of the performance conditions as described in the section above entitled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Compensation.” The grant date fair values of performance share awards are calculated using the most probable outcome of applicable performance conditions. |

  67. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  68. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | 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) | | Luis E. Rojo | 7,461 | | $70.86 | 5/1/2028 | 24,170 | $1,144,691 | 26,667 | $1,262,949 | | | 13,499 | | $92.29 | 2/19/2029 | | | | | | | 13,884 | | $102.30 | 2/18/2030 | | | | | | | 11,099 | | $123.73 | 2/16/2031 | | | | | | | 13,449 | | $111.26 | 2/15/2032 | | | | | | | 3,796 | 1,899 | $109.92 | 2/13/2033 | | | | | | | 2,342 | 4,685 | $87.50 | 3/3/2034 | | | | | | | | 37,736 | $59.86 | 3/2/2035 | | | | | | Ruben Velasquez | | 5,714 | $49.09 | 8/7/2035 | 4,074 | $192,945 | 1,071 | $50,723 | | Robert J. Haire, Jr. | 3,162 | 1,582 | $90.95 | 4/30/2033 | 8,597 | $407,154 | 1,318 | $62,420 | | | 1,561 | 3,124 | $87.50 | 3/3/2034 | | | | | | | | 7,075 | $59.86 | 3/2/2035 | | | | | | Sean T. Moriarty | 3,797 | | $78.58 | 2/20/2027 | 6,610 | $313,050 | 1,318 | $62,420 | | | 3,218 | | $72.99 | 2/20/2028 | | | | | | | 10,124 | | $92.29 | 2/19/2029 | | | | | | | 10,413 | | $102.30 | 2/18/2030 | | | | | | | 9,867 | | $123.73 | 2/16/2031 | | | | | | | 10,087 | | $111.26 | 2/15/2032 | | | | | | | 2,531 | 1,266 | $109.92 | 2/13/2033 | | | | | | | 1,561 | 3,124 | $87.50 | 3/3/2034 | | | | | | | | 7,075 | $59.86 | 3/2/2035 | | | | | | Richard Stepan | 751 | | $92.29 | 2/19/2029 | 4,958 | $234,811 | 988 | $46,792 | | | 1,737 | | $102.30 | 2/18/2030 | | | | | | | 7,399 | | $123.73 | 2/16/2031 | | | | | | | 7,565 | | $111.26 | 2/15/2032 | | | | | | | 1,898 | 949 | $109.92 | 2/13/2033 | | | | | | | 1,171 | 2,342 | $87.50 | 3/3/2034 | | | | | | | | 5,307 | $59.86 | 3/2/2035 | | | | | | Samuel S. Hinrichsen | 253 | | $109.92 | 1/31/2026 | | | | | | | 156 | | $87.50 | 1/31/2026 | | | | |

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Reflects SARs that vest as set forth in the table below. |

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | SARs (#) | Vesting Date | | Luis E. Rojo | 1,899 | 2/14/2026 | | | 2,342 | 3/4/2026 | | | 2,343 | 3/4/2027 | | | 12,578 | 3/3/2026 | | | 12,579 | 3/3/2027 | | | 12,579 | 3/3/2028 | | Ruben Velasquez | 1,904 | 8/8/2026 | | | 1,905 | 8/8/2027 | | | 1,905 | 8/8/2028 | | Robert J. Haire, Jr. | 1,582 | 5/1/2026 | | | 1,562 | 3/4/2026 | | | 1,562 | 3/4/2027 | | | 2,358 | 3/3/2026 | | | 2,358 | 3/3/2027 | | | 2,359 | 3/3/2028 | | Sean T. Moriarty | 1,266 | 2/14/2026 | | | 1,562 | 3/4/2026 | | | 1,562 | 3/4/2027 | | | 2,358 | 3/3/2026 | | | 2,358 | 3/3/2027 | | | 2,359 | 3/3/2028 | | Richard Stepan | 949 | 2/14/2026 | | | 1,171 | 3/4/2026 | | | 1,171 | 3/4/2027 | | | 1,769 | 3/3/2026 | | | 1,769 | 3/3/2027 | | | 1,769 | 3/3/2028 |

  71. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Reflects RSUs that vest as set forth in the table below. |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | RSUs (#) | Vesting Date | | Luis E. Rojo | 683 | 2/14/2026 | | | 857 | 3/4/2026 | | | 858 | 3/4/2027 | | | 4,203 | 12/31/2026 | | | 4,204 | 12/31/2027 | | | 4,455 | 3/3/2026 | | | 4,455 | 3/3/2027 | | | 4,455 | 3/3/2028 | | Ruben Velasquez | 1,358 | 8/8/2026 | | | 1,358 | 8/8/2027 | | | 1,358 | 8/8/2028 | | Robert J. Haire, Jr | 550 | 5/1/2026 | | | 571 | 3/4/2026 | | | 572 | 3/4/2027 | | | 1,892 | 12/31/2026 | | | 1,670 | 3/3/2026 | | | 1,671 | 3/3/2027 | | | 1,671 | 3/3/2028 |

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | RSUs (#) | Vesting Date | | Sean T. Moriarty | 455 | 2/14/2026 | | | 571 | 3/4/2026 | | | 572 | 3/4/2027 | | | 1,670 | 3/3/2026 | | | 1,671 | 3/3/2027 | | | 1,671 | 3/3/2028 | | Richard Stepan | 341 | 2/14/2026 | | | 429 | 3/4/2026 | | | 429 | 3/4/2027 | | | 1,253 | 3/3/2026 | | | 1,253 | 3/3/2027 | | | 1,253 | 3/3/2028 |

  74. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) The market value of stock awards reported in this table is based on the $47.36 closing market price of the Company’s Common Stock on December 31, 2025. |

  75. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Reflects stock awards that will vest as set forth in the table below based on the Company’s achievement of pre-established performance goals as described below. For Mr. Rojo, 6,304 of the performance shares will be earned and vest on December 31, 2027, if the daily closing price of Common Stock is greater than or equal to $100.00 per share for 20 consecutive trading days between the date of grant and December 31, 2027 and an additional 6,304 performance shares will be earned and vest on December 31, 2027, if the daily closing price of Common Stock is greater than or equal to $150.00 per share for 20 consecutive trading days between the date of grant and December 31, 2027. For the remainder of Mr. Rojo’s performance shares and all performance shares set forth in the table above for the other NEOs, the number of shares that vest following the ROIC performance period ending December 31, 2027 will be determined based on the number of shares earned after the one-year Corporate Net Income measurement period ended December 31, 2025, with the shares earned increased or decreased based on the third year ROIC achieved for the three-year period ending December 31, 2027. The number of shares reported in the table above is based on actual Corporate Net Income performance for the completed one year period and target ROIC performance for the performance period ending December 31, 2027. |

  76. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  77. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Luis E. Rojo | — | — | 8,324 | $770,599 | | Ruben Velasquez | — | — | — | $— | | Robert J. Haire, Jr | — | — | 3,012 | $249,961 | | Sean T. Moriarty | — | — | 2,963 | $315,488 | | Richard Stepan | — | — | 2,222 | $236,594 | | Samuel S. Hinrichsen. | — | — | 264 | $27,958 |

  78. 2025 Option Exercises and Stock Vested

    | (1) The stock awards, which were granted in 2022, vested in 2025 as a result of the Company achieving certain financial performance targets during the performance period ended December 31, 2024. |

  79. 2025 Pension Benefits

    2025 Pension Benefits The pension values included in the table below are the present value of the benefits expected to be paid in the future under the Company’s Retirement Plan for Salaried Employees. The amount of each future payment is based on the current accrued pension benefit and the values of the benefits issued under these plans are determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. The retirement age is the earliest unreduced retirement age as defined in each plan. The Company froze the Retirement Plan for Salaried Employees in 2006. Further information regarding the Company’s Retirement Plans is provided above in the Compensation Discussion and Analysis. For the Retirement Plan for Salaried Employees amounts included in the Present Value of Accumulated Benefit column, the normal retirement benefit is based on the following formula:

  80. 2025 Pension Benefits

    | • | 50% of final average earnings less 50% of the participant’s primary Social Security benefit multiplied by service up to 30 years divided by 30. |

  81. 2025 Pension Benefits

    | • | Normal Retirement: Age 65. |

  82. 2025 Pension Benefits

    | • | Early Retirement: Retirement before age 65 and on or after both attaining age 55 and completing five years of vesting service. The normal retirement benefit is reduced by 0.33% per month for each month between the date on which payments begin and the date of the participant’s 63rd birthday. |

  83. 2025 Pension Benefits

    | • | Service: Credited from the date of hire to June 30, 2006, with a maximum of 30 years. |

  84. 2025 Pension Benefits

    | • | Final Average Earnings: Highest consecutive five years of base compensation during last ten years of service through June 30, 2006. This amount is limited for the Retirement Plan for Salaried Employees to the amount allowed by the Internal Revenue Code of 1986, as amended (the “Code”) regulations. |

  85. 2025 Pension Benefits

    The specific assumptions used in estimating the amounts in the Present Value of Accumulated Benefit column include:

  86. 2025 Pension Benefits

    | • | Assumed Retirement Age: Pension benefits are assumed to begin at each participant’s earliest unreduced retirement age, but not before the participant’s current age. The earliest unreduced retirement age is 63 for both plans. |

  87. 2025 Pension Benefits

    | • | Discount Rate: The applicable discount rate as of December 31, 2025, was 5.5%. |

  88. 2025 Pension Benefits

    | • | Mortality Table: The mortality table used as of December 31, 2023, is the Pri-2012 table (with contingent survivor mortality rates used after the original retiree’s death) projected forward generationally using Order 2 variation of scale MP-2021 with separate improvement tables for males and females. There was no update to mortality. The mortality table used as of December 31, 2024, is the Pri-2012 base table (with contingent survivor mortality rates used after the original retiree’s death) projected forward generationally using the Order 2 variation of scale MP-2021 with separate improvement tables for males and females. There was no update to mortality. The mortality table used as of December 31, 2025, is the Pri-2012 base table (with contingent survivor mortality rates used after the original retiree’s death) projected forward generationally using the Order 2 variation of scale MP-2021 with separate improvement tables for males and females. There was no update to mortality. |

  89. 2025 Pension Benefits

    The information shown in the table below has been developed based on actuarial assumptions that the Company believes to be reasonable. Other actuarial assumptions could also be considered to be reasonable and would result in different values.

  90. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Luis E. Rojo | Retirement Plan for Salaried Employees | N/A | N/A | N/A | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A | | Ruben Velasquez | Retirement Plan for Salaried Employees | N/A | N/A | N/A | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A | | Robert J. Haire, Jr | Retirement Plan for Salaried Employees | N/A | N/A | N/A | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A | | Sean T. Moriarty | Retirement Plan for Salaried Employees | 13.8 | $188,586 | $12,878 | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A | | Richard Stepan | Retirement Plan for Salaried Employees | N/A | N/A | N/A | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A | | Samuel S. Hinrichsen | Retirement Plan for Salaried Employees | N/A | N/A | N/A | | | Supplemental Executive Retirement Plan | N/A | N/A | N/A |

  91. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation Pursuant to the Company’s Management Incentive Plan, certain executives, including the NEOs, may defer annual incentive awards earned. Deferral elections are made by eligible executives in June of each year for the amounts to be earned for that year. An executive may defer all or a portion of his or her award pursuant to the provisions of the Management Incentive Plan. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which the executive may change as allowed under the Management Incentive Plan. Additional information regarding the Management Incentive Plan is included in the “Elements of Compensation” section of the Compensation Discussion and Analysis. After an executive has elected to defer all or a portion of his or her annual incentive awards, no amounts can be paid until the executive has separated from service with the Company in accordance with the provisions of the Management Incentive Plan. At that time, benefits in the executive’s account shall be paid in a single sum or in substantially equal annual installments over three, five or ten years, as elected by the executive. Executives may also elect to defer receipt of all or a portion of certain incentive compensation payments in accordance with the Stepan Company Performance Award Deferred Compensation Plan (effective January 1, 2008) (the “Performance Award Deferred Compensation Plan”). Information regarding deferrals under the Management Incentive Plan and Performance Award Deferred Compensation Plan is included in the table below.

  92. 2025 Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) (3) | | Luis E. Rojo | Management Incentive Plan | — | — | (69,119) | — | 192,959 | | | Performance Award Deferred Compensation Plan | — | — | 161,798 | — | 1,554,482 | | Ruben Velasquez | Management Incentive Plan | — | — | — | — | — | | | Performance Award Deferred Compensation Plan | — | — | — | — | — | | Robert J. Haire, Jr | Management Incentive Plan | — | — | — | — | — | | | Performance Award Deferred Compensation Plan | — | — | — | — | — | | Sean T. Moriarty | Management Incentive Plan | — | — | (78,470) | — | 361,049 | | | Performance Award Deferred Compensation Plan | — | — | — | — | — | | Richard Stepan | Management Incentive Plan | 86,074 | — | 177,010 | — | 614,174 | | | Performance Award Deferred Compensation Plan | — | — | — | — | — | | Samuel S. Hinrichsen | Management Incentive Plan | — | — | — | — | — | | | Performance Award Deferred Compensation Plan | — | — | (13,061) | — | 7,591 |

  93. 2025 Nonqualified Deferred Compensation

    | (1) Reflects annual incentive awards deferred under the Management Incentive Plan for 2025, which otherwise would have been paid in 2026. The amounts deferred pursuant to the Management Incentive Plan are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2025. Also reflects performance share awards deferred under the Performance Award Deferred Compensation Plan for the performance period ended on December 31, 2025, which otherwise would have been distributed in 2026. |

  94. 2025 Nonqualified Deferred Compensation

    | (2) These amounts are not included in the Summary Compensation Table for 2025 because the amounts included in this column do not include above-market or preferential earnings. |

  95. 2025 Nonqualified Deferred Compensation

    | (3) The following amounts reported in this column previously were reported as compensation in prior years’ Summary Compensation Tables: Mr. Rojo: $1,556,899; Mr. Moriarty: $47,554. |

  96. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In addition to the Severance Plan adopted in 2025 (described below), the Company has the following standing contracts, agreements, plans or other arrangements with its executives that provide for severance payments to NEOs in connection with a termination or change in control of the Company: (1) benefits and payments disclosed in the 2025 Pension Benefits and 2025 Nonqualified Deferred Compensation tables above, (2) employee benefit plans and arrangements that do not discriminate in scope, terms or operation in favor of executive officers and that are generally available to all salaried employees, and (3) long-term incentive awards, which provide for accelerated vesting on termination or change in control as described below. On November 26, 2025, the Board approved and adopted the Severance Plan. The Severance Plan is designed to provide severance compensation and benefits to selected employees in connection with a qualifying termination (as defined in the Severance Plan). In the event of an (i) involuntary termination without cause (as defined in the Severance Plan) that does not occur on or within twenty-four (24) months after a change in control (as defined in the Severance Plan) or (ii) a change in control termination, which means (A) an involuntary termination without cause or (B) a constructive termination (as defined in the Severance Plan), in either case that occurs on or within twenty-four (24) months after a change in control, the executive is entitled to the following payments and benefits:

  97. Potential Payments upon Termination or Change in Control

    | • | Cash Severance: a lump sum amount equal to (i) the sum of the executive’s base salary plus target annual bonus multiplied by (ii) the number of months in the severance period (as defined in the Severance Plan), as set forth in the chart below. |

  98. Potential Payments upon Termination or Change in Control

    | Tier | Severance Period – Involuntary Termination Without Cause | Severance Period – Change in Control Termination | NEO Tier Designation | | 1 | 18 months | 36 months | Mr. Rojo, President and Chief Financial Officer | | 2 | 12 months | 24 months | Mr. Velasquez, Vice President and Chief Financial Officer | | | | | Mr. Haire, Executive Vice President, Supply Chain | | | | | Mr. Moriarty, Vice President and General Manager – Surfactants | | | | | Mr. Stepan, Vice President and General Manager – Polymers |

  99. Potential Payments upon Termination or Change in Control

    | • | Health Insurance Premiums: if the executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay an amount equal to the different between (i) the total amount the Company paid as a monthly premium for the executive’s participation in such plan immediately prior to the executive’s qualifying termination and (ii) the amount the executive was required to pay as a monthly premium for participation in such plan, or will provide coverage under the Company’s self-funded broad based health insurance plans, on behalf of the executive and the executive’s eligible dependents, until the earliest of: (a) the end of the severance period, (b) the expiration of the executive’s eligibility under COBRA, or (c) the date when the executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self employment. |

  100. Potential Payments upon Termination or Change in Control

    In the event that actual payments to an executive under the Severance Plan are determined in certain cases to be subject to excise taxes, the payments to be paid will be set to the “reduced amount,” representing either (i) the largest portion of the payments that would result in no portion being subject to excise taxes, or (ii) the entire payments, whichever amount, after taking into account all applicable taxes, including excise taxes, results in the executive receiving, on an after tax basis, the greatest economic benefit notwithstanding that all or some portion may be subject to the excise tax. Payments under the Severance Plan are subject to the execution by the executive of a general release of the company. An executive will not receive benefits (or will receive reduced benefits) under the Severance Plan if (i) the executive’s employment is terminated by either the company or the executive for any reason other than a qualifying termination, (ii) the executive fails to comply with the terms of any restrictive covenant agreement with the company, (iii) the executive fails to execute the general release, or (iv) the executive fails to return all property belonging to the company. RSUs and SARs granted under the Company’s 2022 Equity Incentive Compensation Plan, as amended and restated, vest on a pro rata basis upon retirement and vest in full upon a termination of employment due to death or disability. The RSUs granted to Mr. Haire in November 2024 as a retention award vest on a pro rata basis upon a termination by the Company without cause. Performance shares granted under the Company’s 2022 Equity Incentive Compensation Plan or under the Company’s 2011 Incentive Compensation Plan remain outstanding and eligible to vest based on actual performance on a pro rata basis in the case of retirement and in full in the case of death or disability. Under the 2022 Equity Incentive Compensation Plan, (a) if a replacement award is not granted, upon a change in control or (b) if a replacement award is granted, upon a termination by the Company without cause or a termination by the employee for good reason within two years following a change in control, outstanding RSUs and SARs vest in full and performance shares vest at the applicable target payout. The 2011 Incentive Compensation Plan does not require accelerated vesting of (i) RSUs or SARs in the event a termination of employment due to retirement, death or disability or in connection with a change in control or (ii) performance shares in connection with a change in control. The table below quantifies the estimated benefit to each NEO (other than Mr. Hinrichsen) in connection with a trigger occurring on the last business day of the Company’s 2025 fiscal year based on a share price of $47.36, the closing price of the Company’s Common Stock on December 31, 2025, and assuming a qualifying termination on December 31, 2025. The performance share amounts for all NEOs assume performance at target levels for the applicable performance periods.

  101. Potential Payments upon Termination or Change in Control

    | Name | Type | Retirement ($) | Death or Disability ($) | Qualifying Termination in Connection with Change in Control ($) | Qualifying Termination Outside of a Change in Control ($) | | Luis E. Rojo | RSUs | 232,253 | 1,144,691 | 1,144,691 | — | | | SARs | — | — | — | — | | | Performance Shares | 720,535 | 1,863,000 | 1,863,000 | — | | | Cash Severance | — | — | 5,640,000 | 2,820,000 | | | COBRA | — | — | 76,361 | 38,181 | | | Total | 952,788 | 3,007,692 | 8,724,053 | 2,858,181 | | Ruben Velasquez | RSUs | 21,454 | 192,945 | 192,945 | — | | | SARs | — | — | — | — | | | Performance Shares | 32,157 | 96,472 | 96,472 | — | | | Cash Severance | — | — | 1,662,500 | 831,250 | | | COBRA | — | — | — | — | | | Total | 53,612 | 289,417 | 1,951,917 | 831,250 |

  102. Potential Payments upon Termination or Change in Control

    | Name | Type | Retirement ($) | Death or Disability ($) | Qualifying Termination in Connection with Change in Control ($) | Qualifying Termination Outside of a Change in Control ($) | | Robert J. Haire, Jr | RSUs | 94,909 | 407,154 | 407,154 | 47 | | | SARs | — | — | — | — | | | Performance Shares | 39,546 | 118,684 | 118,684 | — | | | Cash Severance | — | — | 1,694,809 | 847,404 | | | COBRA | — | — | 45,093 | 22,547 | | | Total | 134,455 | 525,838 | 2,265,740 | 869,998 | | Sean T. Moriarty | RSUs | 97,609 | 313,050 | 313,050 | — | | | SARs | — | — | — | — | | | Performance Shares | 39,546 | 118,684 | 118,684 | — | | | Cash Severance | — | — | 1,702,176 | 851,088 | | | COBRA | — | — | 50,892 | 25,446 | | | Total | 137,155 | 431,734 | 2,184,802 | 876,534 | | Richard Stepan | RSUs | 73,219 | 234,811 | 234,811 | — | | | SARs | — | — | — | — | | | Performance Shares | 29,647 | 88,989 | 88,989 | — | | | Cash Severance | — | — | 1,347,924 | 673,962 | | | COBRA | — | — | 50,908 | 25,454 | | | Total | 102,866 | 323,800 | 1,722,631 | 699,416 |

  103. Potential Payments upon Termination or Change in Control

    As noted above, Mr. Hinrichsen’s employment terminated as a result of his resignation on October 31, 2025. Mr. Hinrichsen did not receive any severance or other benefits in connection with his termination of employment.

  104. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of the Company’s median employee to the annual total compensation of Luis E. Rojo, the Company’s President and Chief Executive Officer. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. The Company calculated the median employee’s and the President and Chief Executive Officer’s annual total compensation consistent with the disclosure requirements for the Summary Compensation Table. For the fiscal year ended December 31, 2025:

  105. CEO Pay Ratio

    | • | The median of the annual total compensation of all employees of the Company, except the President and Chief Executive Officer, was $154,576; |

  106. CEO Pay Ratio

    | • | The annual total compensation of the Company’s President and Chief Executive Officer was $4,327,042; and |

  107. CEO Pay Ratio

    | • | The ratio of the median of the annual total compensation of all Company employees, other than the Company’s President and Chief Executive Officer, to the annual total compensation of the Company’s President and Chief Executive Officer was approximately 1 to 28. |

  108. CEO Pay Ratio

    There have been no changes to our employee population or employee compensation arrangements during the last fiscal year that we believe would significantly affect our pay ratio disclosure and, as a result, we are not required to re-identify our median employee for 2025. However, we used a different median employee for 2025 because the original median employee who was identified during 2024 left the Company. As permitted by SEC rules, the new median employee used for 2025 is an employee whose compensation was substantially similar to the compensation of the original median employee from 2024, based on the methodology used to select the original median employee. The Company chose December 31, 2024, as the date for determining the employee population used to identify the original median employee. The Company identified the original median employee using the base salaries of all employees globally, converting local currency non-U.S. base salaries into U.S. dollars using December 31, 2024, exchange rates. Permanent employees who joined in 2024 and permanent employees who were on leave during 2024 were assumed to have worked for the entire year. The Company used base salaries to identify the original median employee because the Company does not widely distribute annual equity awards to employees and because this measure approximately reflects the total annual compensation of employees.

  109. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (“CAP”), as defined in Item 402(v), and performance.

  110. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First Principal Executive Officer (PEO) (1) | Compensation Actually Paid to First PEO (2)(3) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to Second PEO (2) | Summary Compensation Table Total for Third (PEO) (1) | Compensation Actually Paid to Third PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (NEOs) (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (4) | Adjusted Net Income (millions) (5) | | | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2025 | $4,327,042 | $2,354,252 | — | — | — | — | $934,031 | $690,083 | $43 | $116 | $46.9 | $41.7 | | 2024 | $2,981,107 | $1,774,334 | $4,665,076 | $299,459 | — | — | $1,060,336 | $581,851 | $57 | $119 | $50.4 | $50.5 | | 2023 | — | — | $4,123,893 | $1,047,254 | — | — | $1,166,988 | $486,718 | $82 | $123 | $40.2 | $50.7 | | 2022 | — | — | $4,959,346 | $5,118,772 | $4,745,670 | $243,286 | $1,622,615 | $1,470,109 | $91 | $112 | $147.2 | $153.5 | | 2021 | — | — | — | — | $5,380,963 | $5,838,352 | $1,556,535 | $1,666,269 | $105 | $124 | $137.8 | $143.5 |

  111. Pay Versus Performance Table

    | (1) Luis E. Rojo was the PEO for 2025. For 2024, the first PEO listed is Mr. Rojo, who became President and Chief Executive Officer on October 29, 2024. The second PEO listed is Scott R. Behrens, who served as President and Chief Executive Officer from April 25, 2022 until October 29, 2024. The third PEO listed is F. Quinn Stepan, Jr., who served as President and Chief Executive Officer until during 2021 and until April 25, 2022. Our other NEOs for the covered years were as follows: |

  112. Pay Versus Performance Table

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Luis E. Rojo | Luis E. Rojo | Luis E. Rojo | Samuel S. Hinrichsen | Ruben Velasquez | | Arthur W. Mergner | Arthur W. Mergner | Arthur W. Mergner | Robert J. Haire, Jr. | Robert J. Haire, Jr. | | Sean T. Moriarty | David G. Kabbes | David G. Kabbes | David G. Kabbes | Sean T. Moriarty | | Scott R. Behrens | Sean T. Moriarty | Sean T. Moriarty | Sean T. Moriarty | Richard Stepan | | | | Robert J Haire, Jr. | | Samuel S. Hinrichsen |

  113. Pay Versus Performance Table

    | (2) The following adjustments relating to equity awards were made to total compensation to determine CAP for 2025: |

  114. Pay Versus Performance Table

    | Year | Value of Equity Awards Disclosed in the Summary Compensation Table (Stock Awards and Option Awards Columns) | | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value of Outstanding and Unvested Equity Awards as of Covered Year-End | | Fair Value of Awards Granted and Vesting in the Covered Year | Value of Awards Granted in Prior Years Vesting During the Covered Year | | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year | | Total Equity Award Adjustments | | | 2025 PEO | -$ | 3,079,750 | $1,620,565 | -$ | 426,352 | $0 | -$ | 87,254 | | 0 | -$ | 1,972,791 | | 2025 Average Non-PEO NEO | -$ | 433,131 | $263,722 | -$ | 49,958 | $0 | -$ | 18,740 | -$ | 3,264 | -$ | 241,371 |

  115. Pay Versus Performance Table

    | The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award. |

  116. Pay Versus Performance Table

    | The following adjustments relating to the Company’s frozen defined benefit and pension plans (as applicable) were made to total compensation for each year to determine CAP: |

  117. Pay Versus Performance Table

    | Year | Reported Values Deducted | | Calculated Values Added | | 2025 PEO | | 0 | $0 | | 2025 Average Non-PEO NEO | -$ | 2,577 | $0 |

  118. Pay Versus Performance Table

    | (3) Represents the cumulative total shareholder return (“TSR”) for the Dow Jones U.S. Ch emic als Index. |

  119. Pay Versus Performance Table

    | (4) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (GAAP net income). |

  120. Pay Versus Performance Table

    | (5) Adjusted net income represents the most important financial performance measure used by the Company to link CAP for 2025 to Company performance given that it is the core measure from which Corporate Net Income is derived for purposes of the annual incentive awards and performance shares. 5 |

  121. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table The graphics below depict the relationship between (a) CAP and Company TSR, and Dow Jones U.S. Chemicals Index TSR (referred to as the “peer group TSR” for purposes of Item 402(v) of Regulation S-K), and (b) between CAP and GAAP net income and adjusted net income. 5 Adjusted net income is a financial measure that has not been calculated pursuant to U.S. GAAP. See Appendix A for further discussion and a reconciliation of this non-GAAP financial measure to net income, the most directly comparable GAAP measure.

  122. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  123. Overview of Director Compensation Program

    Overview of Director Compensation Program The Human Capital and Compensation Committee reviews and makes recommendations to the Board of Directors regarding director compensation. The Committee engaged Exequity as its independent consultant for Board compensation for 2025. Exequity advises the Committee on Board compensation matters such as the annual retainer fee, Board committee chair fees, and stock awards based on the Company’s peer group and market competitiveness. The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. The Human Capital and Compensation Committee annually reviews the adequacy and competitiveness of the amount of the annual retainer fee, Board committee chair fees, and stock awards, and recommends adjustments as it deems appropriate. For 2025, the Human Capital and Compensation Committee recommended, and the Board approved, a $10,000 increase in the Annual Director Retainer Fee (defined below) to $110,000 and a $10,000 increase to the value of the Annual Stock Award to $135,000.

  124. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes the compensation paid by the Company to Non-Employee Directors for the fiscal year ended December 31, 2025.

  125. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (3) | Total | | Lorinda A. Burgess | $130,000 | $134,975 | $264,975 | | Randall S. Dearth | $143,460 | $134,975 | $278,435 | | Joaquin Delgado | $130,000 | $134,975 | $264,975 | | Susan M. Lewis | $110,000 | $134,975 | $244,975 | | Corning F. Painter (1)(2) | $61,648 | $119,436 | $181,084 | | Jan Stern Reed | $130,000 | $134,975 | $264,975 | | F. Quinn Stepan, Jr. | $335,000 | $134,975 | $469,975 | | Edward J. Wehmer (1) | $43,333 | $134,975 | $178,308 |

  126. 2025 Director Compensation Table

    | (1) Mr. Painter’s term as a director began on June 9, 2025. Mr. Wehmer’s term as director ended on April 29, 2025. |

  127. 2025 Director Compensation Table

    | (2) Mr. Painter received a prorated annual stock award because his term as director began after the date of the 2025 annual meeting of stockholders. |

  128. 2025 Director Compensation Table

    | (3) Reflects stock awards granted May 12, 2025, which were vested upon grant. Each Non-Employee Director was awarded 2,500 shares. The value is based on the market value of the Company’s Common Stock of $54.26, the average of the opening and closing prices of Common Stock on the day of the grant in accordance with FASB ASC Topic 718. For information regarding outstanding stock awards held by certain Non-Employee Directors as of the end of fiscal year 2025, see “Security Ownership of the Board of Directors and Management.” |