DEF 14A of Westlake Corp, Apr 2, 2026

DEF 14A of Westlake Corp

Filed Apr 2, 2026 · FY20250001193125-26-138974

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, John Chao and Gilson) receive no additional compensation for serving as directors. In 2025, all other directors, who served for the whole year, received a quarterly retainer of $30,000 for each of the first and second quarters and $31,250 for each of the third and fourth quarters, for a total annual retainer of $122,500 (the annual cash retainer was increased from $120,000 to $125,000 effective for the third quarter of 2025). The Audit Committee chairman received an additional annual retainer of $26,250 (the annual retainer was increased from $25,000 to $27,500 effective for the third quarter of 2025), the Compensation Committee chairman received an additional annual retainer of $20,000, the Nominating and Governance Committee chairman received an additional annual retainer of $20,000 and the Corporate Risk and Sustainability Committee chairman received an additional annual retainer of $20,000. Under the 2013 Omnibus Incentive Plan, which was amended and restated on May 11, 2023 following shareholder approval (the “Omnibus Incentive Plan”), the Board of Directors, effective August 8, 2025, authorized the issuance of 2,168 restricted stock units to each director at the time (being Mss. Chao, Lubel and Sabat and Messrs. David Chao, Cregg, Graff, McCollum, Northcutt and Sheets). All of these restricted stock units will vest on August 8, 2026, subject to the grantee’s continuing service as a director of Westlake as of the vesting date. Each such restricted stock unit represents a contingent right to receive one share of Westlake’s common stock at vesting. The following table sets forth a summary of the compensation earned or paid to our non-named executive officer directors in 2025:

  3. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | All Other Compensation(2) ($) | Total ($) | | Catherine T. Chao | 122,500 | 175,000 | 0 | 3,482 | 300,982 | | David T. Chao | 122,500 | 175,000 | 0 | 3,482 | 300,982 | | John T. Chao(3) | 0 | 0 | 0 | 0 | 0 | | Roger A. Cregg | 122,500 | 175,000 | 0 | 5,123 | 302,623 | | Michael J. Graff | 142,500 | 175,000 | 0 | 3,482 | 320,982 | | Kimberly S. Lubel | 122,500 | 175,000 | 0 | 3,482 | 300,982 | | Mark A. McCollum | 148,750 | 175,000 | 0 | 3,482 | 327,232 | | R. Bruce Northcutt | 142,500 | 175,000 | 0 | 3,482 | 320,982 | | Bhavesh V. Patel(4) | 0 | 0 | 0 | 0 | 0 | | Carolyn C. Sabat | 122,500 | 175,000 | 0 | 3,482 | 300,982 | | Jeffrey W. Sheets | 142,500 | 175,000 | 0 | 3,482 | 320,982 |

  4. COMPENSATION OF DIRECTORS

    | (1) These amounts represent the grant date fair value of the restricted stock units granted to our directors in 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the related valuation assumptions, please see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, each of Mss. Chao, Lubel and Sabat and Messrs. David Chao, Cregg, Graff, McCollum, Northcutt and Sheets had 2,168 unvested restricted stock units. |

  5. COMPENSATION OF DIRECTORS

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

  6. COMPENSATION OF DIRECTORS

    | (3) Mr. John Chao serves as the Company’s Senior Vice President, Strategy and Corporate Development. Please see “Certain Relationships and Related Party Transactions” elsewhere in this proxy statement for a description of his compensation earned as an employee of Westlake during 2025. Mr. John Chao did not receive any additional compensation for services provided as a director during 2025. |

  7. COMPENSATION OF DIRECTORS

    | (4) Mr. Patel was appointed to the Board of Directors effective February 20, 2026. In connection with his appointment to the Board, in February 2026, the Board authorized a restricted stock unit award to Mr. Patel with an aggregate grant date fair value of $175,000, which will fully vest on February 20, 2027, subject to Mr. Patel’s continuing service as a director of the Company as of the vesting date. |

  8. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    PROPOSAL 1—ELECTION OF CLASS I 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 I, to serve until the annual meeting of stockholders in 2029, or until their successors are elected and qualified:

  9. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    | • | Catherine T. Chao |

  10. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    | • | Roger A. Cregg |

  11. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    | • | Jean-Marc Gilson |

  12. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    | • | Kimberly S. Lubel |

  13. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    | • | Jeffrey W. Sheets |

  14. PROPOSAL 1—ELECTION OF CLASS I DIRECTORS

    Mss. Chao and Lubel and Messrs. Cregg, Gilson and Sheets are incumbent Class I 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.

  15. 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 I DIRECTORS.

  16. NOMINEES FOR ELECTION AS CLASS I DIRECTORS

    NOMINEES FOR ELECTION AS CLASS I DIRECTORS Catherine T. Chao (age 48). 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 served in various roles at Tanglewood Property Management Company, an affiliate of our principal stockholder, most recently as Manager, from September 2017 until December 2025. 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 69). 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 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 Comerica Incorporated, from December 2006 until its merger with Fifth Third Bancorp in February 2026, and 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. Jean-Marc Gilson (age 62). Mr. Gilson has been our President and Chief Executive Officer since July 2024 and a director since February 2026. Mr. Gilson has also served as President and Chief Executive Officer and a director of Westlake Chemical Partners GP LLC, a wholly owned subsidiary of ours and the general partner of Westlake Chemical Partners LP, since July 2024. Prior to joining Westlake, Mr. Gilson served as President, Chief Executive Officer and Representative Director of Mitsubishi Chemical Group Corporation (formerly known as Mitsubishi Chemical Holdings Corporation), from April 2021 until April 2024. From September 2014 until December 2020, Mr. Gilson served as Chief Executive Officer of Roquette Frères. Before that, Mr. Gilson served as Vice-Chairman and Chief Operating Officer of NuSil Technology LLC. Earlier in his career, Mr. Gilson held various leadership roles at Dow Corning Corporation, including Executive Vice President, Specialty Chemicals Business, before becoming Chief Executive Officer of Avantor Performance Materials, Inc. Mr. Gilson holds a Master of Science in Chemical Engineering from the University of Liege in Belgium and an Executive Master of Business Administration from the International Institute for Management Development in Switzerland. The Board has concluded that Mr. Gilson should serve as a director of the Company based primarily on his role as President and Chief Executive Officer of the Company and his experience as a chief executive officer at several chemical companies. Kimberly S. Lubel (age 61). 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 68). 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.

  17. CLASS II DIRECTORS

    CLASS II DIRECTORS James Y. Chao (age 78). 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 49). Mr. Chao has been a director since August 2018. Since September 2025, Mr. Chao has served as the Company’s Senior Vice President, Strategy and Corporate Development. From July 2024 to September 2025, Mr. Chao 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 67). 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, the Board of Directors of Momentive Performance Materials, Inc. since December 2024 and the Board of Directors of ONEOK, Inc. since January 2026. 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 Mentoring Alliance. 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 66). 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.

  18. CLASS III DIRECTORS

    CLASS III DIRECTORS Albert Y. Chao (age 76). 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 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 49). Mr. Chao has been a director since January 2018. Mr. Chao is the Chief Executive Officer of Tempest Peak Management LLC, a position he has held since December 2022. Mr. Chao served as Executive Chairman of Tanglewood Property Management Company, an affiliate of our principal stockholder, from July 2017 until December 2024. 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 70). 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 fellow at the Baker Institute’s Center for Energy Studies at Rice University and serves on the Senior Director’s Council. Mr. Graff also serves as Vice Chairman on the Board of Trustees of the Illinois Institute of Technology, on the Engineering Advisory Council for Purdue University, as 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. Bhavesh V. Patel (age 59). Mr. Patel has been a director since February 2026. Mr. Patel served as President of Standard Industries until June 2024, having been elevated to that role in April 2023 from W.R. Grace & Co., a Standard Industries subsidiary that he joined as Chief Executive Officer in January 2022. From January 2015 to January 2022, Mr. Patel served as Chief Executive Officer of LyondellBasell Industries NV. He joined LyondellBasell in March 2010 and, prior to becoming Chief Executive Officer, held several senior leadership roles within the company, including Senior Vice President and subsequently Executive Vice President of Olefins & Polyolefins – Europe, Asia & International and Technology. Mr. Patel began his career at Chevron Corporation and Chevron Phillips Chemical Company, where over approximately 20 years he held a number of senior roles, including leadership positions based in both Singapore and the United States. He has served on the Board of Directors of Air Products Chemicals, Inc. since January 2025 and the Board of Directors of the Federal Reserve Bank of Dallas’ Houston Branch since January 2021. Previously, Mr. Patel served on the

  19. CLASS III DIRECTORS

    Board of Directors Halliburton Company from January 2021 to May 2025 and the Board of Directors of Union Pacific Corporation from February 2017 to May 2021. Mr. Patel received a bachelor’s of science degree in chemical engineering from The Ohio State University and an M.B.A from Temple University. The Board has concluded that Mr. Patel should serve as a director of the Company based primarily on his knowledge of the chemicals and building materials industries and his experience as a chief executive officer at multiple companies in the same. Carolyn C. Sabat (age 46). 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 served as Manager of Tanglewood Property Management Company, an affiliate of our principal stockholder, from September 2017 to December 2025. 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.

  20. COMPENSATION DISCUSSION AND ANALYSIS

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

  21. 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 |

  22. 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 in November 2024 for purposes of determining compensation for 2025 (the “2025 Peer Group”):

  23. The Deliberative Process

    As recommended by Willis Towers Watson, the 2025 Peer Group reflects no changes from the previous year. 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.

  24. Compensation Philosophy and Program Objectives

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

  25. Compensation Philosophy and Program Objectives

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

  26. Establishing Compensation Levels

    For additional information on the salaries paid to each individual who served as the PEO and the other NEOs during 2025, see “Executive Compensation—2025 Summary Compensation Table.” In February 2026, the Committee elected to set the base salaries for the NEOs as follows: $1,092,000 for Mr. Albert Chao, $546,000 for Mr. James Chao, $1,340,000 for Mr. Gilson, $809,000 for Mr. Bender and $701,000 for Mr. Buesinger. The salaries of Mr. Albert Chao, Mr. James Chao, Mr. Gilson, Mr. Bender and Mr. Buesinger were increased from $1,060,000, $530,000, $1,300,000, $785,000, and $681,000, respectively, after consideration of the Reference Points. Cash Incentive Plans/Bonuses—For 2025, the PEO, 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 Chief Human Resources Officer 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 for 2025 and prior years, a target bonus percentage was established by the Committee for the PEO, other NEOs and other Executives generally ranging from 30% to 125% 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 reviewed the Reference Points with respect to the PEO and the PEO’s recommendations and the Reference Points with respect to the other NEOs. The Committee set the AIP target bonus percentages for 2025 and 2026 as follows (which represent a percentage of base pay, the dollar value of which product is referred to herein as the “target bonus”):

  27. Establishing Compensation Levels

    Each year, in determining the bonuses to be awarded under the AIP, the Committee considered the performance of the Company, as well as the contributions of the individual NEOs and sought to reward and encourage strategic thinking and actions that benefit the Company and its stockholders in the long-term. The Committee approved 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 was authorized under the AIP unless one of the threshold performance goals established by the Committee for the performance period was satisfied. For 2025, 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 2025:

  28. Establishing Compensation Levels

    | 1. | Relative TSR—the Company’s TSR relative to the 2025 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, 2025, minus the average of the daily average stock price for the 90-day period ended on December 31, 2024, plus dividends paid, divided by (B) the average of the daily average stock price for the 90-day period ended on December 31, 2024. |

  29. Establishing Compensation Levels

    | 1. | The Company’s relative TSR was 31.2%, which relative to the 2025 Peer Group was determined to be below the top two-thirds. |

  30. Establishing Compensation Levels

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

  31. Establishing Compensation Levels

    The EVA rate of return for 2025 was -1.2%, which resulted in a corporate EVA bonus multiple of 0X. For each individual AIP participant, the EVA bonus multiple was weighted depending on the corporate results or strategic business unit in which the participant belonged. For Messrs. Albert Chao, James Chao, Gilson and Bender, their EVA bonus was 100% of the corporate EVA bonus multiple. For Mr. Buesinger, his EVA bonus multiple was weighted between the corporate EVA bonus multiple and segment EVA bonus multiple, which was calculated using a similar methodology as the corporate EVA bonus multiple. In addition, for each individual AIP participant, the EVA bonus multiple was 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 (such as revenue, EBITDA, free cash flow and cost savings), organizational effectiveness, operational performance, and sustainability. The EVA bonus multiple, as adjusted for individual performance and these factors, was the final bonus multiple for each NEO’s declared bonus for 2025. 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 2025 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 111% of his target bonus, Mr. James Chao was awarded a bonus payment equal to 111% of his target bonus, and Mr. Gilson was awarded a final bonus payment equal to 65% of his target bonus, in each case based on their leadership in managing through extremely challenging economic conditions in the global markets, their leadership role in achieving several strategic initiatives, including the restructuring of several less competitive assets, and the successful implementation of our succession plans. The Committee awarded Mr. Bender a final bonus payment equal to 116% 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 145% of his target bonus based upon his leadership of the Performance and Essential Materials segment during challenging economic conditions in the global markets. The cash bonus payments are typically made in March of each year. In February 2026, the Committee approved a modified version of the AIP for 2026, which is substantially similar to the AIP for 2025 and prior years, except that, in addition to the EVA and EVA rate of return measures that significantly influenced the determinations of the bonus amounts for prior years, the bonus amounts for 2026 for certain of the NEOs and other Executives will be determined also by the level of achievement of certain financial and operational objectives, and subject to a safety modifier, established by the Committee. As in 2025 and prior years, the maximum bonus that may be earned under the AIP for 2026 is 3X the target bonus. 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 2025 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 plans, 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. The targeted quarterly payment under these plans for 2025 for most employees, including each of the NEOs, was 8% of quarterly eligible earnings. The quarterly payment is based upon the rate of actual goal achievement, however, is also subject to downward adjustment if the Company fails to achieve a quarterly EVA rate of return target that is established each year. The quarterly EVA rate of return target under the QIP for 2025 was 5.25%. The following table illustrates the effects of the EVA rate of return on the quarterly QIP payment:

  32. Establishing Compensation Levels

    For each quarter in 2025, the EVA rate of return was determined to be below the target level, resulting in downward adjustments to each quarterly QIP payment for each NEO. Based on the achievement of applicable QIP goals and adjustments for the Company’s EVA rate of return in 2025, the aggregate amount of payments made to each NEO under the QIP for 2025 was as follows: $24,209 for Mr. Albert Chao, $16,348 for Mr. James Chao, $29,692 for Mr. Gilson, $17,931 for Mr. Bender, and $14,387 for Mr. Buesinger. 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 2025, please see “Executive Compensation—2025 Grants of Plan-Based Awards.” The LTI targets (each as a percentage of base pay) set by the Committee for 2025 and 2026 are as follows:

  33. Establishing Compensation Levels

    | • | non-qualified stock options; |

  34. Establishing Compensation Levels

    | • | restricted stock units; and |

  35. Establishing Compensation Levels

    | • | performance stock unit awards. |

  36. Establishing Compensation Levels

    The Committee, after consultation with management and Willis Towers Watson, has chosen this program to recognize the unique characteristic of each award type. While all three types of awards provide Executives with an incentive to help grow the value of the Company and the corresponding value of the stock, options may experience more volatility over the term of the award, and the Executives may receive no compensation if the price of the Company’s shares never exceeds the exercise price of the options following vesting of the options. On the other hand, restricted stock unit awards put direct shares into the hands of management and give them a more direct line of sight to the potential value they might realize. In addition, the performance stock unit award is designed to provide added incentive based on the achievement of a performance target. The Committee believes the equal split of awards of stock options, restricted stock units and performance-based awards provides an overall balanced award. Non-Qualified Stock Options—Under the provisions of the Omnibus Incentive Plan, the Company may grant non-qualified stock options to 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 February 2025, Mr. Gilson was awarded a special restricted stock unit award with an aggregate grant date fair value of $1,000,000, which will fully vest on February 28, 2028. In connection with his appointment as Executive Vice President, Performance & Essential Materials Segment Head, in April 2025, Mr. Buesinger was awarded a special restricted stock unit award with an aggregate grant date fair value of $1,500,000, which will fully vest on December 31, 2026. 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 2025 are subject to a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027. 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 2025 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.

  37. 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 * |

  38. Establishing Compensation Levels

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

  39. 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 2023, for the plan period January 1, 2023 through December 31, 2025, achieved a payout of 37.3%, based on an average EVA bonus multiple of 0.582X, exceeding the threshold but not reaching the target 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 and Buesinger), 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 2025, which is provided as a means to promote personal health and wellness.

  40. 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: “2025 Potential Payments Upon Termination or Change in Control” below.

  41. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  42. 2025 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 | 2025 | 1,050,539 | 2,817,113 | 1,357,521 | 1,264,209 | 173,959 | 6,663,341 | | Executive Chairman | 2024 | 1,172,923 | 5,258,082 | 2,313,270 | 1,864,073 | 315,533 | 10,923,881 | | | 2023 | 1,252,965 | 4,819,447 | 2,030,507 | 3,553,139 | 315,428 | 11,971,486 | | James Chao | 2025 | 642,846 | 2,817,113 | 1,357,521 | 636,348 | 132,829 | 5,586,657 | | Senior Chairman | 2024 | 1,012,077 | 2,994,516 | 1,317,380 | 1,853,922 | 183,287 | 7,361,182 | | | 2023 | 981,385 | 3,022,488 | 1,273,402 | 2,177,419 | 192,881 | 7,647,575 | | Jean-Marc Gilson | 2025 | 1,288,462 | 3,000,205 | 963,799 | 1,089,692 | 81,493 | 6,423,651 | | President, Chief Executive Officer and Director | 2024 | 528,846 | 3,000,000 | — | 716,114 | 15,015 | 4,259,975 | | M. Steven Bender | 2025 | 778,077 | 1,461,118 | 704,069 | 881,931 | 86,515 | 3,911,710 | | Executive Vice President | 2024 | 749,231 | 1,464,379 | 644,233 | 1,164,543 | 115,858 | 4,138,244 | | and Chief Financial Officer | 2023 | 723,077 | 2,883,179 | 582,744 | 1,361,520 | 115,843 | 5,666,363 | | Robert F. Buesinger | 2025 | 675,000 | 2,495,879 | 479,909 | 805,387 | 73,787 | 4,529,962 | | Executive Vice President, Performance and | 2024 | 650,385 | 1,009,393 | 444,085 | 1,058,719 | 98,109 | 3,260,691 | | Essential Materials Segment Head | 2023 | 629,231 | 2,512,393 | 426,579 | 1,125,473 | 98,012 | 4,791,688 |

  43. 2025 Summary Compensation Table

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

  44. 2025 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 2025, were as follows: $1,357,268 and $1,459,845, respectively, for Mr. Albert Chao; $1,357,268 and $1,459,845, respectively, for Mr. James Chao; $1,963,702 and $1,036,503, respectively, for Mr. Gilson; $703,969 and $757,149, respectively, for Mr. Bender; and $1,979,813 and $516,066, respectively, for Mr. Buesinger. 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 $2,919,690 for Mr. Albert Chao, $2,919,690 for Mr. James Chao, $2,073,006 for Mr. Gilson, $1,514,298 for Mr. Bender, and $1,032,132 for Mr. Buesinger, 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, 2025. |

  45. 2025 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, 2025. |

  46. 2025 Summary Compensation Table

    | (4) For 2023, 2024 and 2025, the amounts represent the sum of (A) the QIP incentive bonus earned for the applicable year and (B) the AIP annual cash incentive earned for the applicable year. The amounts of the QIP annual cash incentives earned for 2025 were $24,209 for Mr. Albert Chao, $16,348 for Mr. James Chao, $29,692 for Mr. Gilson, $17,931 for Mr. Bender and $14,387 for Mr. Buesinger. The amounts of the AIP annual cash incentives earned for 2025 were $1,240,000 for Mr. Albert Chao, $620,000 for Mr. James Chao, $1,060,000 for Mr. Gilson, $864,000 for Mr. Bender and $791,000 for Mr. Buesinger. |

  47. 2025 Summary Compensation Table

    | (5) The 2025 amounts include the following: |

  48. 2025 Summary Compensation Table

    | | Westlake Matching Contributions to 401(k) Savings Plan and Additional Contributions of 8% of Annualized Base Pay (up to $350,000 in 2025) ($) | Term Life Insurance Premiums ($) | Other Compensation ($)(a) | Dividend Equivalents on Unvested Restricted Stock Units and Dividend Equivalents on Vested Performance Stock Units ($) | | Albert Chao | 42,000 | 870 | — | 131,089 | | James Chao | 42,000 | 870 | — | 89,959 | | Jean-Marc Gilson | 42,000 | 1,305 | 750 | 37,438 | | M. Steven Bender | 42,000 | 849 | 315 | 43,351 | | Robert F. Buesinger | 42,000 | 1,131 | — | 30,656 |

  49. 2025 Summary Compensation Table

    | (a) Includes an employer reimbursement for fitness programs in the amount of $315 for Mr. Bender and for HSA contributions in the amount of $750 for Mr. Gilson. |

  50. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  51. 2025 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 | 2/21/2025 | — | — | — | — | — | — | 12,322(4) | — | — | 1,357,268 | | | 2/21/2025 | — | — | — | — | — | — | — | 37,172 | 110.15 | 1,357,521 | | | | — | — | — | 3,090 | 12,359 | 24,718 | — | — | — | 1,459,845 | | | | — | 1,113,000(5) | — | — | — | — | — | — | — | — | | | | — | 84,800(6) | — | — | — | — | — | — | — | — | | James Chao | 2/21/2025 | — | — | — | — | — | — | 12,322(4) | — | — | 1,357,268 | | | 2/21/2025 | — | — | — | — | — | — | — | 37,172 | 110.15 | 1,357,521 | | | | — | — | — | 3,090 | 12,359 | 24,718 | — | — | — | 1,459,845 | | | | — | 556,500(5) | — | — | — | — | — | — | — | — | | | | — | 42,400(6) | — | — | — | — | — | — | — | — | | Jean-Marc Gilson | 2/21/2025 | — | — | — | — | — | — | 8,749(4) | — | — | 963,702 | | | 2/21/2025 | — | — | — | — | — | — | — | 26,391 | 110.15 | 963,799 | | | 2/28/2025 | — | — | — | — | — | — | 8,994(7) | — | — | 1,000,000 | | | | — | — | — | 2,194 | 8,775 | 17,550 | — | — | — | 1,036,503 | | | | — | 1,625,000(5) | — | — | — | — | — | — | — | — | | | | — | 104,000(6) | — | — | — | — | — | — | — | — | | M. Steven Bender | 2/21/2025 | — | — | — | — | — | — | 6,391(4) | — | — | 703,969 | | | 2/21/2025 | — | — | — | — | — | — | — | 19,279 | 110.15 | 704,069 | | | | — | — | — | 1,603 | 6,410 | 12,820 | — | — | — | 757,149 | | | | — | 745,750(5) | — | — | — | — | — | — | — | — | | | | — | 62,800(6) | — | — | — | — | — | — | — | — | | Robert F. Buesinger | 2/21/2025 | — | — | — | — | — | — | 4,356(4) | — | — | 479,813 | | | 2/21/2025 | — | — | — | — | — | — | — | 13,141 | 110.15 | 479,909 | | | 4/11/2025 | — | — | — | — | — | — | 17,101(8) | — | — | 1,500,000 | | | | — | — | — | 1,092 | 4,369 | 8,738 | — | — | — | 516,066 | | | | — | 544,800(5) | — | — | — | — | — | — | — | — | | | | — | 54,480(6) | — | — | — | — | — | — | — | — |

  52. 2025 Grants of Plan-Based Awards

    | (1) Represents the target, threshold and maximum payout opportunities for 2025 grants of performance stock units subject to a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027. The number of performance stock units earned will be based upon either Westlake’s total shareholder return compared with the total shareholder return of the 2025 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 |

  53. 2025 Grants of Plan-Based Awards

    | 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. |

  54. 2025 Grants of Plan-Based Awards

    | (2) Represents stock options that vested or will vest in three equal installments on February 21, 2026, February 21, 2027 and February 21, 2028. |

  55. 2025 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, 2025. |

  56. 2025 Grants of Plan-Based Awards

    | (4) Represents restricted stock units that will vest on February 21, 2028. The named executive officers receive dividend equivalents with respect to the restricted stock units. |

  57. 2025 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, 2025, as follows: 105% for Mr. Albert Chao, 105% for Mr. James Chao, 125% for Mr. Gilson, 95% for Mr. Bender, and 80% for Mr. Buesinger. 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. |

  58. 2025 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, 2025. Please see “Compensation Discussion and Analysis—Establishing Compensation Levels—Cash Incentive Plans/Bonuses” for more information regarding the QIP incentive awards. |

  59. 2025 Grants of Plan-Based Awards

    | (7) Represents a special grant of restricted stock units issued to Mr. Gilson, which will fully vest on February 28, 2028. |

  60. 2025 Grants of Plan-Based Awards

    | (8) Represents a special grant of restricted stock units issued to Mr. Buesinger in connection with his appointment as Executive Vice President, Performance & Essential Materials Segment Head, which will fully vest on December 31, 2026. Mr. Buesinger does not receive dividend equivalents with respect to these restricted stock units. |

  61. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  62. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Fair Market Value of Shares of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Fair Market Value of Unearned Shares That Have Not Vested(1) ($) | | Name | Exercisable | Unexercisable | | | | | | | | Albert Chao | 77,746 | — | 61.865 | 2/17/2027 | — | — | — | — | | | 44,647 | — | 107.750 | 2/16/2028 | — | — | — | — | | | 69,708 | — | 79.830 | 2/15/2029 | — | — | — | — | | | 110,186 | — | 65.813 | 2/14/2030 | — | — | — | — | | | 68,074 | — | 86.538 | 2/19/2031 | — | — | — | — | | | 56,819 | — | 108.118 | 2/18/2032 | — | — | — | — | | | 29,829 | 15,367(2) | 122.650 | 2/17/2033 | 16,555(5) | 1,224,077 | 6,193(12) | 457,910 | | | 14,626 | 29,698(3) | 144.485 | 2/16/2034 | 16,010(6) | 1,183,779 | 16,058(13) | 1,187,329 | | | — | 37,172(4) | 110.150 | 2/21/2035 | 12,322(7) | 911,089 | 3,089(14) | 228,401 | | James Chao | 12,589 | — | 86.538 | 2/19/2031 | — | — | — | — | | | 18,633 | — | 108.118 | 2/18/2032 | — | — | — | — | | | 18,707 | 9,637(2) | 122.650 | 2/17/2033 | 10,382(5) | 767,645 | 3,884(12) | 287,183 | | | 8,329 | 16,913(3) | 144.485 | 2/16/2034 | 9,118(6) | 674,185 | 9,145(13) | 676,181 | | | — | 37,172(4) | 110.150 | 2/21/2035 | 12,322(7) | 911,089 | 3,089(14) | 228,401 | | Jean-Marc Gilson | — | — | — | — | 20,401(8) | 1,508,450 | — | — | | | — | 26,391(4) | 110.150 | 2/21/2035 | 8,749(7) | 646,901 | 2,193(14) | 162,150 | | | | | | | 8,994(9) | 665,016 | — | — | | M. Steven Bender | 6,199 | — | 65.813 | 2/14/2030 | — | — | — | — | | | 6,494 | — | 86.538 | 2/19/2031 | — | — | — | — | | | 14,980 | — | 108.118 | 2/18/2032 | — | — | — | — | | | 8,560 | 4,411(2) | 122.650 | 2/17/2033 | 4,751(5) | 351,289 | 1,777(12) | 131,391 | | | 4,073 | 8,271(3) | 144.485 | 2/16/2034 | 4,459(6) | 329,698 | 4,472(13) | 330,660 | | | — | 19,279(4) | 110.150 | 2/21/2035 | 6,391(7) | 472,551 | 1,602(14) | 118,452 | | | — | — | — | — | 13,164(10) | 973,346 | — | — | | Robert F. Buesinger | — | — | — | — | — | — | — | — | | | 3,950 | — | 108.118 | 2/18/2032 | — | — | — | — | | | 3,133 | 3,229(2) | 122.650 | 2/17/2033 | 3,478(5) | 257,163 | 1,301(12) | 96,196 | | | 2,807 | 5,702(3) | 144.485 | 2/16/2034 | 3,073(6) | 227,218 | 3,083(13) | 227,957 | | | — | 13,141(4) | 110.150 | 2/21/2035 | 4,356(7) | 322,083 | 1,092(14) | 80,742 | | | — | — | — | — | 13,164(10) | 973,346 | — | — | | | — | — | — | — | 17,101(11) | 1,264,448 | — | — |

  63. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the closing price of our common stock on the New York Stock Exchange on December 31, 2025 ($73.94 per share). |

  64. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) These stock options vested in three equal installments on February 17, 2024, February 17, 2025 and February 17, 2026. |

  65. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) These stock options vest or vested in three equal installments on February 16, 2025, February 16, 2026 and February 16, 2027. |

  66. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) These stock options vest or vested in three equal installments on February 21, 2026, February 21, 2027 and February 21, 2028. |

  67. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) These restricted stock units vested on February 17, 2026. |

  68. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (6) These restricted stock units vest on February 16, 2027. |

  69. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (7) These restricted stock units vest on February 21, 2028. |

  70. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (8) These restricted stock units vest on July 15, 2027. |

  71. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (9) These restricted stock units vest on February 28, 2028. |

  72. 2025 Outstanding Equity Awards at Fiscal Year-End

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

  73. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (11) These restricted stock units vest on December 31, 2026. |

  74. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (12) These performance stock units became earned and vested on February 17, 2026 after the Compensation Committee determined, on February 19, 2026, that the performance conditions during the measurement period resulted in a payout of 37.3% of target. The number of shares shown are the actual number of shares earned under this award, which settled by March 15, 2026. |

  75. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (13) The vesting of the performance stock units granted on February 16, 2024 depends upon attainment of performance metrics over a three-year measurement period ending December 31, 2026. The number of unearned shares included in the table above is based on the partial performance results through December 31, 2025 and assumes payout at the next highest performance level, which is the target level (100% of target). These performance stock units vest in February 2027 once the Compensation Committee has determined that the performance conditions have been met and will be settled by March 15, 2027. |

  76. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (14) The vesting of the performance stock units granted on February 21, 2025 depends upon attainment of performance metrics over a three-year measurement period ending December 31, 2027. The number of unearned shares included in the table above is based on the partial performance results through December 31, 2025 and assumes payout at the next highest performance level, which is the threshold level (25% of target). These performance stock units vest in February 2028 once the Compensation Committee has determined that the performance conditions have been met and will be settled by March 15, 2028. |

  77. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  78. 2025 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 | 81,673 | 2,375,111 | 51,428 | 5,859,200 | | James Chao | 0 | 0 | 25,171 | 2,867,735 | | Jean-Marc Gilson | 0 | 0 | 0 | 0 | | M. Steven Bender | 0 | 0 | 22,806 | 2,624,466 | | Robert F. Buesinger | 0 | 0 | 19,762 | 2,277,661 |

  79. 2025 Option Exercises and Stock Vested

    | (1) Includes restricted stock units and performance stock units that vested on February 18, 2025 and February 20, 2025. |

  80. 2025 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. |

  81. 2025 Option Exercises and Stock Vested

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

  82. 2025 Potential Payments Upon Termination or Change in Control

    2025 Potential Payments Upon Termination or Change in Control

  83. Termination or Change in Control Compensation Table

    Termination or Change in Control Compensation Table

  84. 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 | 1,492,001(1) | 1,492,001(1) | 1,492,001(1) | 1,492,001(2) | 1,492,001(3) | 1,492,001(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 3,318,945 | — | 2,169,679 | — | 3,318,945 | 2,169,679 | | | PSU Acceleration(6) | 3,328,927(7) | — | 2,559,113(8) | — | 3,328,927 | 2,559,113(8) | | | Total | 8,139,872 | 1,492,001 | 6,220,793 | 1,492,001 | 8,139,872 | 6,220,793 | | James Chao | AIP | 746,001(1) | 746,001(1) | 746,001(1) | 746,001(2) | 746,001(3) | 746,001(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 2,352,919 | — | 1,415,206 | — | 2,352,919 | 1,415,206 | | | PSU Acceleration(6) | 2,360,017(7) | — | 1,877,220(8) | — | 2,360,017 | 1,877,220(8) | | | Total | 5,458,936 | 746,001 | 4,038,426 | 746,001 | 5,458,936 | 4,038,426 | | Jean-Marc Gilson | AIP | 1,059,413(1) | 1,059,413(1) | — | 1,059,413(2) | 1,059,413(3) | 1,059,413(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 2,820,367 | — | — | — | 2,820,367 | 1,106,381 | | | PSU Acceleration(6) | 648,824(7) | — | — | — | 648,824 | 648,824(8) | | | Total | 4,528,604 | 1,059,413 | — | 1,059,413 | 4,528,604 | 2,814,618 | | M. Steven Bender | AIP | 863,894(1) | 863,894(1) | 863,894(1) | 863,894(2) | 863,894(3) | 863,894(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 2,126,884 | | 1,532,859 | — | 2,126,884 | 1,532,859 | | | PSU Acceleration(6) | 1,157,013(7) | — | 936,060(8) | — | 1,157,013 | 936,060(8) | | | Total | 4,147,791 | 863,894 | 3,332,813 | 863,894 | 4,147,791 | 3,332,813 | | Robert F. Buesinger | AIP | 1,826,167(1) | 1,826,167(1) | 1,826,167(1) | 1,862,167(2) | 1,826,167(3) | 1,826,167(3) | | | Stock Option Acceleration(4) | — | — | — | — | — | — | | | RSU Acceleration(5) | 3,044,258 | — | 1,866,595 | — | 3,044,258 | 1,866,595 | | | PSU Acceleration(6) | 808,904(7) | — | 647,199(8) | — | 808,904 | 647,199(8) | | | Total | 5,679,329 | 1,826,167 | 4,339,960 | 1,862,167 | 5,679,329 | 4,339,960 |

  85. 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 2025 plan year and (ii) certain banked amounts. Because termination is assumed to be effective December 31, 2025, the annual bonus payable with respect to service for the 2025 plan year is the award for the full year. |

  86. 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. |

  87. 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 2025 plan year and (ii) certain banked amounts. The annual bonus under the AIP for the 2025 plan year is determined based upon the extent to which performance goals were actually achieved as of December 31, 2025. 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, 2025 and therefore the amount payable on an Involuntary Termination Post-Assumption Event is the award for the full year. |

  88. Termination or Change in Control Compensation Table

    | (4) Amounts represent the value of unvested stock options that would accelerate on December 31, 2025 based on the difference between the closing market price of our common stock as of December 31, 2025 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 $73.94 on December 31, 2025, no value has been included in the table above. |

  89. Termination or Change in Control Compensation Table

    | (5) Amount represents the value of unvested RSUs that would accelerate on December 31, 2025 based on the closing market price of our common stock as of December 31, 2025. |

  90. Termination or Change in Control Compensation Table

    | (6) Amount represents the value of unvested performance stock units that would accelerate on December 31, 2025 based on the closing market price of our common stock as of December 31, 2025. 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, 2025. For PSUs with performance periods that extend beyond December 31, 2025, the table assumes vesting at target level. |

  91. Termination or Change in Control Compensation Table

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

  92. 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, 2025. |

  93. Termination or Change in Control Compensation Table

    | (9) All named executive officers other than Mr. 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. |

  94. Compensation Table

    | | Summary Compensation Table Total for Albert Chao (CEO)($) | Summary Compensation Table Total for Gilson (CEO)($) | Compensation Actually Paid to Albert Chao (CEO)($) | Compensation Actually Paid to Gilson (CEO)($) (3) | Avg. Summary Compensation Table Total for Non-CEO NEOs($) | Avg. Compensation Actually Paid to Non-CEO NEOs($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income/ Loss (in millions) ($) (6) | Economic Value Added (EVA) (in millions) ($) (7) | | Year (1) | | | | | | | Total Shareholder Return($) | Peer Group Total Shareholder Return($) (5) | | | | 2025 | — | 6,423,651 | — | 3,727,754 | 5,172,918 | 17,948 | 98.05 | 122.44 | (1,471) | (1,398) | | 2024 | 10,923,881 | 4,259,975(2) | 4,981,732 | 3,600,950 | 4,631,593 | 2,632,294 | 148.06 | 123.81 | 647 | (168) | | 2023 | 11,971,486 | — | 22,752,624 | — | 6,043,960 | 11,301,095 | 178.15 | 124.07 | 522 | 18 | | 2022 | 12,242,340 | — | 17,700,713 | — | 5,431,437 | 7,237,933 | 128.74 | 111.73 | 2,297 | 1,545 | | 2021 | 10,401,407 | — | 14,034,003 | — | 4,029,808 | 5,271,240 | 120.51 | 125.91 | 2,070 | 1,594 |

  95. Compensation Table

    | Adjustments to Determine Compensation Actually Paid for Gilson (CEO) | 2025($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (3,000,205) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (963,799) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 2,098,632 | | Increase for fair value of awards granted during year that vested 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 | (830,525) | | 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 | (2,695,897) |

  96. 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 2025. 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. |

  97. Compensation Table

    | Adjustments to Determine Average Compensation Actually Paid for Non-CEO NEOs | 2025($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (2,397,806) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (974,755) | | Increase for fair value of awards granted during year that remain unvested as of year-end | 1,677,864 | | Increase for fair value of awards granted during year that vest during year | — | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | (3,520,024) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 59,751 | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | | Increase based on dividends or other earnings paid during year prior to vesting date of award | — | | Total Adjustments | (5,154,970) |

  98. Relationship Disclosure

    | (1) The average amount of compensation actually paid to the non-CEO NEOs in 2025 was too low compared to the amount of compensation actually paid to NEOs in other years to be visible in the graph. |

  99. Relationship Disclosure

    | (1) The average amount of compensation actually paid to the non-CEO NEOs in 2025 was too low compared to the amount of compensation actually paid to NEOs in other years to be visible in the graph. |

  100. Relationship Disclosure

    | (1) The average amount of compensation actually paid to the non-CEO NEOs in 2025 was too low compared to the amount of compensation actually paid to NEOs in other years to be visible in the graph. |

  101. CEO Pay Ratio Analysis

    CEO Pay Ratio Analysis The table below sets forth comparative information regarding: (1) the annualized total compensation of our Chief Executive Officer, Mr. Gilson, for the year ended December 31, 2025; (2) the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2025, determined on the basis described below; and (3) a ratio comparison of those two amounts. These amounts were determined in accordance with rules prescribed by the SEC. For purposes of determining the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2025, we referred to the same employee who was identified as our median employee for 2024 as there have been no changes to our employee population or employee compensation arrangements in 2025 that we believe would significantly impact our pay ratio disclosure and thus require identification of a new median employee. However, the median employee we identified in 2024 was on a leave of absence from the Company for a significant portion of 2025. Accordingly, as permitted under the applicable SEC rules, we have substituted a new median employee whose compensation was substantially similar to the original median employee based on the same compensation measure used to select the original median employee in 2024. The applicable SEC rules require us to identify the median employee by using either annual total compensation for all such employees or another consistently applied compensation measure. For these purposes, we used total taxable earnings, plus certain non-taxable items, including retirement plan contributions and car allowances/perquisites, as determined from the Company’s payroll records for the period from January 1, 2024 through December 31, 2024 (the “Measurement Date”), as our consistently applied compensation measure. We included all employees of the Company and its consolidated subsidiaries as of the Measurement Date, whether employed on a full-time, part-time or seasonal basis and whether employed in the U.S. or a non-U.S. jurisdiction. We did not use statistical sampling or include any cost-of-living adjustments for purposes of this determination. After identifying the median employee as of the Measurement Date, based on the process described above, we calculated 2025 total compensation for the median employee and our Chief Executive Officer using the same methodology we used for determining total compensation for 2025 for our named executive officers as set forth in the Summary Compensation Table.

  102. CEO Pay Ratio Analysis

    | Chief Executive Officer annual total compensation (A) | $6,682,439 | | Median annual total compensation of all employees (excluding Chief Executive Officer) (B) | $78,052 | | Ratio of (A) to (B) | 85.6 |

  103. CEO Pay Ratio Analysis

    The related party transactions set forth above have been previously approved by the independent members of the Board of Directors without the participation of the directors interested in the transaction. Mr. John Chao, one of our directors and the Company’s Senior Vice President, Strategy and Corporate Development obtained the following compensation awarded to him or earned in 2025: a base salary of $388,769, stock awards of $210,134, option awards of $101,233, a non-equity incentive plan award of $203,904 and all other compensation of $48,811. See “Information Regarding Board of Directors—Compensation of Directors” and “Executive Compensation” for a discussion on the compensation arrangements for Messrs. David Chao and John Chao and Mss. Chao and Sabat, and Messrs. Albert Chao, James Chao and Gilson, respectively.