DEF 14A of LSB Industries, Inc.
Filed Apr 10, 2026 · FY20250001193125-26-151347
The Board recommends a vote “FOR” each of the director nominees in Proposal No. 1
The Board recommends a vote “FOR” each of the director nominees in Proposal No. 1 and a vote “FOR” each of Proposal No. 2 and Proposal No. 3.
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Family Relationships There are no family relationships between any director, executive officer or person nominated or chosen to become a director or executive officer. Nominees for the Class of Directors Whose Term Will Expire in 2029
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| JONATHAN Z. ACKERMAN | Jonathan Z. Ackerman, age 52, has been a director of the Company since 2026. His current term expires at the Annual Meeting. Mr. Ackerman is a co-founder of Meridian Infrastructure and currently serves as its President and Chief Executive Officer. Prior to Meridian, Mr. Ackerman co-founded Moda Midstream in 2015 and served as its President and CEO from 2021 until Moda's successful exit in 2024. He served as Moda's Executive Vice President and CFO before being appointed CEO. Mr. Ackerman served as Vice President and CFO of Oiltanking North America and its NYSE-listed subsidiary, Oiltanking Partners, L.P., from 2013 to 2015. Mr. Ackerman previously served as Managing Director, M&A and Co-Head, Strategic Solutions Group at UBS Investment Bank. He served as Senior Counsel and lead policy adviser to President George W. Bush's Advisory Panel on Federal Tax Reform and, before that, as a policy adviser at the U.S. Treasury Department. Mr. Ackerman received his J.D. from the University of Chicago Law School, his master’s degree from the University of Denver and his BSBA in finance and accounting from the University of Arizona. Mr. Ackerman is a Certified Public Accountant. Mr. Ackerman’s extensive industry leadership and financial experience, among other factors, led the Board to determine that he should continue to serve as a director. | | | | | Age: 52 Director since: 2026 | |
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| DIANA M. PENINGER | Diana M. Peninger, age 61, has been a director of the Company since 2020. Her term expires at the Annual Meeting. She is a CEO-experienced operating executive and board director with more than 30 years of global leadership in chemicals, specialty materials, and industrial manufacturing, including expatriate assignments in Frankfurt, Germany. She brings deep operating, governance, and strategic planning experience, with a focus on disciplined execution, risk management, and performance improvement. Ms. Peninger, previously served as the President and CEO of Reproductive Solutions, a Dallas-based medical device company, from 2021 to 2025. She also founded Geneva Lake Partners LLC, an advisory firm supporting middle-market industrial, medical companies with strategy and growth initiatives, and served as its CEO since 2017. Ms. Peninger held senior leadership roles at Celanese Corporation from 2007 to 2016, including Vice President of Acetyl Intermediates, EVA Performance Polymers and Nutrinova Specialty Food Ingredients. Earlier at Celanese, she led corporate strategy and business development efforts focused on manufacturing expansion in low-cost regions. She also held P&L leadership roles at Chemtura Corporation from 2005 to 2007. Ms. Peninger has served on the board of The Rogers Group, Inc. since 2017, where she currently chairs its Compensation Committee and serves on the Audit Committee. She holds a B.S. in Chemical Engineering from the South Dakota School of Mines & Technology, where she received the Distinguished Alumni Award. Ms. Peninger’s extensive industry and leadership experience, among other factors, led the Board to determine that she should serve as a director. | | Age: 61 Director since: 2020 Committees: Audit Compensation | |
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| LYNN F. WHITE | Lynn F. White, age 73, has been a director of the Company since 2015. His term expires at the Annual Meeting. Mr. White founded and has served as the Managing Director of Twemlow Group LLC since 2013, and previously from 2008 until 2009. Twemlow Group LLC is a consulting firm that provides strategic, organizational and product development counsel to agriculturally related businesses. From January to June 2023, Mr. White served as interim President and CEO of Anuvia Plant Nutrients, Inc. where he had served as a director since February 2021 and previously from January 2016 to November 2019. From 2009 to 2013, Mr. White served as Vice President, Corporate Development of CF Industries Holdings, Inc. (NYSE: CF). While at CF Industries, he was responsible for external growth initiatives, including M&A and organic efforts, new product development and strategy, and led the integration of the $4.6 billion acquisition of Terra Industries, Inc. While at CF Industries he served as non-executive Chairman or Vice-Chairman of GrowHow UK Limited, the leading British nitrogen fertilizer producer and as a director of KEYTRADE AG, a major Swiss based fertilizer trading firm. Prior to that, he was the President of John Deere Agri Services, Inc., a subsidiary of Deere & Co. (NYSE:DE), where he was responsible for leading a new global business unit created to pursue growth opportunities in technology-based services for industries linked to agriculture. Mr. White was also Vice President of Global AgServices of Deere, where he was responsible for identifying, testing, and developing new services for agriculture and food. Prior to that, he was Senior Vice President, Corporate Development of IMC Global Inc. (n/k/a The Mosaic Company), a producer of crop nutrients and salt, and served in various executive positions, including General Manager of the Food Ingredients Division, Director of the Flame Retardants & Fluids Business and Europe, Middle East, Africa Agricultural Chemicals Area Director of FMC Corporation (NYSE:FMC), a global producer of chemicals and machinery. Mr. White also served as Vice Chair of the Dean’s Advisory Council for the College of Agriculture, Food and Environmental Sciences at California Polytechnic State University through 2023. Through 2021 he was president and director of the Charlestowne Neighborhood Association (SC), and until 2014 served as a Trustee of the Barrington Hills (IL) Police Pension Fund. Mr. White is also a former director and President of the International Food and Agribusiness Management Association. Mr. White holds a B.A. in History (Highest Honors) from California Polytechnic State University, San Luis Obispo and an M.B.A. in Finance and Multinational Enterprise from the Wharton Graduate School of Business at the University of Pennsylvania. Mr. White’s extensive leadership and industry experience, among other factors, led the Board to determine that he should serve as a director. | | Age: 73 Director since: 2015 Committees: Audit Compensation (Chair) Nominating and Corporate Governance (Chair) | |
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE THREE NOMINEES AS DIRECTORS OF THE COMPANY |
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Continuing Directors The following six directors will continue in office until the expiration of their respective terms and until their successors have been elected and qualified.
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| MARK T. BEHRMAN | Mark T. Behrman, age 63, was appointed Chairman of the Board in August 2024. He previously has served as President, CEO and board member of the Company since December 2018. His current term expires in 2028. Prior to that, Mr. Behrman served as Executive Vice President, Chief Financial Officer from June 2015 through December 2018. Mr. Behrman joined LSB in 2014 as Senior Vice President of Corporate Development. Prior to joining LSB, Mr. Behrman was Managing Director, Head of Investment Banking and Head of the Industrial and Energy Practices of Sterne Agee, Inc., from 2007 to 2014. Mr. Behrman has over 35 years of operational, financial, executive management, and investment banking experience. Mr. Behrman is currently Non-Executive Chairman of the Board of PHX Minerals, Inc. and has served on that board since 2017. He is also a member of its Audit and Compensation Committees. Mr. Behrman has also been a Director of The Fertilizer Institute since 2019. Mr. Behrman previously served on the boards of directors of the following publicly held companies: Noble International Ltd. (a supplier to the automotive industry) from 1998 to 2007, where he also served as Audit Committee Chairman from 1998 to 2003; Oakmont Acquisition Corporation (a special purpose acquisition corporation) from 2005 to 2007; and Robocom Systems International (a developer and marketer of advanced warehouse management software solutions) from 1998 to 2000. Mr. Behrman holds an MBA in Finance from Hofstra University and a Bachelor of Science in Accounting, Minor in Finance from Binghamton University. Mr. Behrman’s extensive industry leadership and financial experience, among other factors, led the Board to determine that he should continue to serve as a director. | | Age: 63 Director since: 2018 Committees: None | | | RICCARDO BERTOCCO | Riccardo Bertocco, age 58, has been a director since April 9, 2025. His current term expires in 2028. Mr. Bertocco most recently served as Managing Director and Partner at Boston Consulting Group from 2018 to 2023, where he led the Power and Utilities sector, with a focus on Energy Transition, Low Carbon Fuels and Renewables. Prior to joining Boston Consulting Group, Mr. Bertocco served as a Director at Bain & Company from 1998 to 2018 and as a Vice President from 1999 to 2001, working with clients in the oil and gas sector throughout Europe and the Americas. Mr. Bertocco has worked extensively in management consulting for more than 25 years, partnering with senior executives and management teams within a number of sectors including oil and gas, utilities, IT/technology, private equity, infrastructures and education. In this capacity, he focused on his clients’ most pressing strategic issues, including energy transition, large scale transformations, growth strategy, operational optimization, organizational redesign and change management and digital transformations, among others. Mr. Bertocco holds a B.S. in Business Administration from Bocconi University in Milan, Italy and an M.B.A. in Corporate Finance and Entrepreneurial Management from The Wharton School of the University of Pennsylvania. He is the author of several papers on the evolution of midstream infrastructure in the U.S., decarbonization pathways for U.S. states and corporations. Mr. Bertocco’s extensive industry and leadership experience, among other factors, led the Board to determine that he should continue to serve as a director. | | Age: 58 Director since: 2025 Committee: Nominating and Corporate Governance | |
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| JONATHAN S. BOBB | Jonathan S. Bobb, age 50, has been a director of the Company since 2015. His current term expires in 2028. Mr. Bobb is a Senior Director on the investment team at Eldridge Capital Management. Mr. Bobb previously served in a similar capacity at Guggenheim Partners. Prior to joining Guggenheim, Mr. Bobb was in the investment banking division at Goldman Sachs & Co. from 2007 to 2013. His previous business experience includes investment banking positions with J.P. Morgan and Deutsche Bank and financial planning roles at Gap Inc. Mr. Bobb serves as a TLB-LSB Designee under the terms of the Amended Board Representation and Standstill Agreement. (see page 13). Mr. Bobb received a B.A. in Economics from Stanford University and an M.B.A. from the University of Michigan. Mr. Bobb’s extensive leadership and financial experience, among other factors, led the Board to determine that he should continue to serve as a director. | | | | | Age: 50 Director since: 2015 Committees: Audit Compensation | |
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| JOHN D. CHANDLER | John D. Chandler, age 56, has been a director of the Company since November 2024. His current term expires in 2027. Since November 2025, Mr. Chandler retired from The Williams Companies, Inc. (“Williams”) on March 31, 2022. Prior to his retirement, Mr. Chandler was appointed as Senior Vice President and Chief Financial Officer for Williams in 2017. From 2009 until his retirement in March 2014, Mr. Chandler served as Senior Vice President and Chief Financial Officer of Magellan GP, LLC, the general partner of Magellan Midstream Partners, LP. (NYSE: MMP) From 2003 until 2009, he served in the same capacities for the general partner of Magellan Midstream Holdings, L.P. From 1999 to 2002, Mr. Chandler was Director of Financial Planning and Analysis and Director of Strategic Development for a subsidiary of Williams. From 1992 to 1999, Mr. Chandler held various accounting and finance positions with MAPCO Inc. Mr. Chandler currently serves as an independent director and Chairman for Matrix Services Company (NASDAQ: MTRX) where he has been on the board since 2017. Mr. Chandler has served as an independent director for EOG Resources (NYSE: EOG) where he also serves on the Audit Committee. He also held board seats at Williams Partners (NYSE: WPZ), Green Plains Partners (NASDAQ: GPP), Cone Midstream Partners (NYSE: CNNX) and USA Compression Partners (NYSE: USAC) between 2013 and 2017. Mr. Chandler received his B.S. and B.A. in accounting and finance from the University of Tulsa and is a certified public accountant. Mr. Chandler’s extensive financial, industry and leadership experience, among other factors, led the Board to determine that he should serve as a director. | | Age: 56 Director since: 2024 Committees: Audit (Chair) | |
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| BARRY H. GOLSEN, J.D. | Barry H. Golsen, J.D., age 75, has been a director of the Company since 1981. His current term expires in 2027. Mr. Golsen is President of GOL Capital LLC. He served as the Vice-Chairman of the Board of the Company from 1993 until 2015. He also served as the Company’s President and Chief Executive Officer from January 2015 until September 2015 and as the Company’s President and Chief Operating Officer from 2004 to 2014. Mr. Golsen joined LSB in 1978 and spearheaded the growth of LSB’s Climate Control Business with the development of innovative and climate-friendly products, a number of business startups, the acquisition of Climate Master, Inc. and its merger with LSB’s CHP Corporation. Under his leadership, LSB’s Climate Control Business attained substantial growth and leading U.S. market shares for its key products. Mr. Golsen attended Cornell University College of Engineering prior to earning both his B.A. and J.D. degrees from the University of Oklahoma. He was admitted to the Oklahoma Bar in 1978. Mr. Golsen is a past Director of the Oklahoma City Branch of the Federal Reserve Bank of Kansas City and served on the Board of Directors of Equity Bank for Savings N.A. His professional affiliations have included the Oklahoma Bar Association, the American Bar Association, the American Society of Heating, Refrigeration and Air-Conditioning Engineers, Young Presidents Organization and World Presidents Organization. Mr. Golsen is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. NACD Fellowship is a comprehensive and continuous program of study that empowers directors with the latest insight, intelligence and boardroom practices. Mr. Golsen’s extensive experience and his in-depth of knowledge and understanding of the businesses in which we operate, and his demonstrated leadership skills within the Company, among other factors, led the Board to conclude that he should serve as a director. Mr. Golsen is a Golsen designee under the terms of the Amended Board Representation and Standstill Agreement (see page 13). | | Age: 75 Director since: 1981 Committees: Audit Nominating and Corporate Governance | | | KANNA KITAMURA | Kanna Kitamura, age 53, has been a director of the Company since December 2018. Her current term expires in 2027. Ms. Kitamura is a Partner and Chief Talent Officer at Eldridge Industries. Previously, Ms. Kitamura was a Vice President and Head of Legal Operations at Guggenheim Investments. She was a member of Guggenheim Partners’ Women’s Innovation and Inclusion Network, Secretary of the Pro Bono Committee, and acted as a mentor in its Veterans Transition Assistance Program. Prior to Guggenheim, Ms. Kitamura was a Vice President of Business Development and Director of Operations for a management consulting firm and was employed by the United Nations Development Programme in the Division of Public Affairs. Ms. Kitamura supports a number of non-profit organizations focused on education, the arts, and conservation. Ms. Kitamura received her B.S. from Georgetown University and her J.D. from Brooklyn Law School. Ms. Kitamura’s extensive financial industry leadership and legal experience, among other factors, led the Board to determine that she should serve as a director. Ms. Kitamura is a TLB-LSB designee under the terms of the Amended Board Representation and Standstill Agreement (see page 13). | | | | | Age: 53 Director since: 2018 Committees: Compensation Nominating and Corporate Governance | |
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| Proposal 2 | | Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2026 |
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The Audit Committee conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee, along with management, invited several public accounting firms to participate in this process, including Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. As a result of this process, following the review and evaluation of proposals from participating firms, on March 4, 2026, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to completion of PwC’s standard client acceptance procedures and execution of an engagement letter. On the same date, the Audit Committee approved the dismissal of EY as the Company’s independent registered public accounting firm, effective immediately, and informed EY of such dismissal. The reports of EY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 4, 2026, (i) there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with EY’s reports on the Company’s consolidated financial statements for such period and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K. During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 4, 2026, neither the Company nor anyone acting on the Company’s behalf consulted with PwC regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K. We are asking our stockholders to ratify the appointment of PwC as the Company’s registered public accounting firm for 2026. PwC has served as our auditor since March 2026. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider the appointment and may or may not consider the appointment of another independent registered public accounting firm for the Company for 2026 or future years. It is expected that one or more representatives of PwC will attend the Annual Meeting and will be available to respond to appropriate questions or make a statement should they desire to do so.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PwC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 |
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| Proposal 3 | | Advisory Vote to Approve Named Executive Officer Compensation |
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We are asking our stockholders to approve the following advisory resolution related to the compensation of the Company’s named executive officers (“NEOs”) commonly known as a "say-on-pay" proposal: RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of the NEOs for the fiscal year ended December 31, 2025, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion in this Proxy Statement. Our stockholders’ opinions are important to us, and we hold this advisory vote annually in order to get a better understanding of their views on the compensation of our NEOs and its alignment with stockholder interests. The Board and the Compensation and Talent Management Committee (the “Compensation Committee”), which is composed of independent directors, will review and take into account the outcome of this vote when considering future executive compensation decisions. Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the narrative disclosure related to executive compensation disclosure in this Proxy Statement, which provide information about our compensation policies and the compensation of our NEOs. Stockholders should note that, because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation program are designed to operate in an integrated manner and to complement one another, it may not be appropriate or feasible to change our executive compensation program in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders. The Board intends to hold this vote annually, and the next advisory vote to approve NEO compensation will occur in 2027.
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| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE RESOLUTION TO APPROVE THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION |
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Corporate Governance
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| Corporate Governance Highlights The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of the Company’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of becoming a best-in-class chemical producer. Highlights include: • A diverse Board with the appropriate mix of skills, experience and perspective; • The appointment of a lead independent director; • Eight of our nine current directors are independent under NYSE listing standards, with Mr. Behrman, our Chairman and CEO as the only non-independent director. While Mr. Behrman is not deemed independent, we believe his interests are aligned with the Company’s as a result of his significant ownership interest in the Company; • All Board committees are fully independent; • Policy limiting the number of public company boards on which directors may serve; • A portion of all executives’ annual compensation is tied to the achievement of environmental and safety metrics, reflecting the importance of our employees and their safety to the Company; • Minimum share ownership requirements for executive officers; • Minimum share ownership guidelines for directors; • Prohibition on Hedging of Company Securities; • A global Anti-Bribery and Corruption Policy; and • Stockholder ratification of the selection of external audit firm. |
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Corporate Responsibility
Corporate Governance
| ✓ | Compensation Committee retains an independent compensation consultant; | | ✓ | Incentive Compensation Recoupment Policy (the “Recoupment Policy”) applies to incentive-based compensation; | | ✓ | NEOs are subject to mandatory Management Stock Ownership Guidelines; | | ✓ | Directors and officers are subject to an insider trading and anti-hedging and pledging policy; | | ✓ | Double trigger change in control provisions, requiring both a change in control and a qualifying termination of the executive’s employment, are embedded in employment contracts and long-term incentive plans; and | | ✓ | Stockholders have an annual “say on pay” vote. |
Executive Compensation Program Risk Management
Executive Compensation Program Risk Management We endeavor to mitigate executive compensation risk through appropriate oversight of our executive compensation program, through our executive compensation plan design (as outlined below) and through our corporate governance policies. We also seek to motivate certain behaviors that encourage appropriate risk-taking to drive performance in accordance with our risk profile. As part of its risk management role, the Compensation Committee: Actively engages with senior Company leaders to understand the connection between our executive compensation program and business strategy; • Determines compensation plan design, the selection of peer groups, the elements of compensation and program participation, in order to assess potential impact on business risk (including human resource risk); • Retains an independent compensation consultant to provide independent advice on market data, plan design and current good corporate governance practices; • Oversees a robust process to assess performance; and • Considers the implications of the potential risks associated with the Company’s compensation policies and practices. Our executive compensation program is designed to provide competitive levels of reward that are responsive to Company and individual performance but do not incentivize risk taking that is reasonably likely to have a material adverse effect on the Company. In reaching the conclusion that our executive compensation program does not create risks that are reasonably likely to have a material adverse effect on us, the Compensation Committee examined the various elements of our executive compensation program and our risk mitigation controls. In particular, numerous factors were considered, including: • Absence of significant short-term incentives that would reasonably be considered as motivating high-risk investments or other conduct that is not consistent with the long-term goals of the Company; • Provision of a mix of short-term and long-term compensation; • Type of equity awards granted to employees and level of equity and equity award holdings; and • Historical emphasis on long-term growth and profitability, over short-term gains. Specific corporate governance policies related to compensation risk management include the following: • Recoupment Policy. In 2023, we updated our Recoupment Policy to comply with SEC and NYSE listing rules. The Recoupment Policy requires, subject to limited exceptions, current and former executive officers of the Company to return erroneously awarded incentive-based compensation in the event the Company is required to restate its financial statements due to material noncompliance with financial reporting requirements under federal securities laws. • Mandatory Stock Ownership Guidelines. Our NEOs are subject to our mandatory Management Stock Ownership Guidelines of five times salary for the CEO and three times salary for our other executive officers (as described in further detail below). Insider Trading and Pledging and Hedging Policies. Our Insider Trading Policy governs the trading of Company securities by insiders and prohibits directors and officers from entering into derivative or similar transactions with respect to their securities of the Company, holding their securities in a margin account or pledging their securities as collateral for loans, because such arrangements could reduce the risk of equity ownership by directors and officers and negate the alignment of interests of directors and officers with those of stockholders. Specifically, our Insider Trading Policy governs transactions in LSB securities by our directors, officers and employees, as well as their respective immediate family members. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. While we are not subject to the Insider Trading Policy, we do not trade in our securities when in possession of material non-public information other than pursuant to previously adopted Rule 10b5-1 trading plans. Our Insider Trading Policy requires that any officer, director or applicable member of management wishing to engage in any transaction in our securities must pre-clear such transaction with our General Counsel at least two business days prior to the proposed transaction. These policies are available for review at:
https://investors.lsbindustries.com/corporate-governance-highlights
https://investors.lsbindustries.com/corporate-governance-highlights Compensation Philosophy – How Executive Pay is Linked to Company Performance Our executive compensation program is designed to incentivize and motivate our executive officers to lead and manage our business well over the long-term, to drive performance improvements, and to increase stockholder value. It is also designed to enable us to compete effectively with other companies in attracting, motivating and retaining talented executives. The incentive compensation elements of our program are designed to align closely the financial interests of our executives with those of our stockholders. We believe the portion of compensation that is at-risk and tied to organization-wide performance metrics should increase as the level of responsibility increases. Because of the inherent risk in chemical operations, we place a high priority on our leaders to create, maintain and reinforce a strong safety culture. Because of the environmental risks in our business, we also place a high priority on managing our operations responsibly and sustainably. We regularly assess how our executive compensation program compares to companies with a similar profile to ours. Our objective is to deliver compensation at a competitive market level that will enable executive officers who demonstrate consistent performance over a multi-year period to earn compensation that is competitive and consistent with or above targeted total compensation. Conversely, the program is designed to pay less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual targeted compensation level, based on our performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors. Please see the discussion of our Compensation Framework below for further information. Compensation Framework In accordance with our compensation philosophy, the salary and benefits for executive officers provide the secure fixed compensation component that the Compensation Committee feels is necessary to attract and retain key executive talent. The combination of annual and long-term incentives is designed to motivate the execution of our business strategy in a manner that creates stockholder value while retaining executive talent and aligning our executives' interests with those of our stockholders. The three elements of total direct compensation for our NEOs are: (i) base salary, (ii) short-term incentive awards and (iii) long-term incentive awards. Unlike base salary, which is fixed annually, short-term and long-term incentive awards each represent variable, at risk, compensation. These three elements are balanced such that a portion of each NEO’s compensation is contingent on performance over both the short and longer-term. The Compensation Committee has adopted and implemented core principles that form the framework for our executive compensation program. We believe that the Company’s executive compensation program clearly aligns executive compensation opportunities with our Company’s long-term strategic plan and provide accountability for long-term results. The combination of the fixed and at-risk compensation components provides our executives with a competitive compensation package that is designed to meet our needs and the expectations of our stockholders. Our 2025 compensation elements included:
https://investors.lsbindustries.com/corporate-governance-highlights
| Compensation Element | Performance Period | Performance Measures | Purpose of Compensation Element | | Base Salary | • Not applicable | • Pay aligned with scope of responsibilities and experience | • Provides competitive fixed pay • Attract and maintain key managerial talent | | Performance Annual Incentive Award (Short-Term Incentive) | • 1 year | • Environmental, Health & Safety • Financial and operational performance measures | • Promotes achievement of shorter-term performance goals | | Equity Grants (Long-Term Incentive) | • 3 years | Depending on form of grant: • Time-based 50% (vesting ratably over 3 years) • Relative stock-return metrics and/or other performance goals 50% (e.g. return on net assets) | • Further align executives’ and stockholders’ interests • Retains talent with long-term wealth accumulation opportunities • Ties compensation to a longer-term performance goal, in the case of PSUs | | Perquisites and Other Benefits | • Not applicable | • Not applicable | • Allows the Company to remain competitive among its peers to attract and retain key talent |
Compensation Peer Group
Compensation Peer Group LSB benchmarks executive officer compensation levels using a peer group of companies (the “Compensation Peer Group”). The Compensation Committee annually commissions its independent compensation consultant to review the criteria and composition of the peer group. The Compensation Peer Group utilized in making the compensation decisions for 2025 was composed of the following companies: Advansix Inc. American Vanguard Corporation Balchem Corporation Chemtrade Logistics Income Fund Compass Minerals International, Inc. CSW Industrials, Inc. CVR Partners, LP Ecovyst, Inc. Hawkins, Inc. Ingevity Corporation Intrepid Potash, Inc. Orion S.A. Quaker Chemical Corporation REX American Resources Corp. Rogers Corporation Overall, the Compensation Committee uses a number of factors when determining compensation for each executive, including a broad range of market data, corporate performance, executive performance, and competitive labor conditions, among others. The Compensation Committee, in consultation with its independent compensation consultant, evaluates the composition of the Compensation Peer Group by evaluating, among other things, the industry or business models, annual revenues, market capitalization, and geographic locations of potential Compensation Peer Group companies, as well as those companies that are perceived competitors for talent.
Setting Executive Compensation
Setting Executive Compensation The Compensation Committee annually sets cash and non-cash executive compensation to reward the executive officers for achievement of, and to motivate the executive officers to achieve, near-term and long-term business objectives. The Compensation Committee also reviews the compensation information of our Compensation Peer Group companies. As described in more detail below, in 2025, the Compensation Committee engaged Compensation Strategies as its independent compensation consultants to assist the Compensation Committee in conducting its review of our executive compensation program. The information provided by the independent compensation consultant is used to determine how our executive compensation program compares to those of our Compensation Peer Group and the market generally, as further described below. In setting compensation, the Compensation Committee also considers the allocation between cash and non-cash compensation amounts, and near-term and long-term compensation, but does not have a specific formula or required allocation between such compensation types. In each case, such allocation is considered as part of the overall compensation determination. During 2025, the Compensation Committee compared the CEO’s total compensation to the total compensation of our other executive officers. However, the Compensation Committee has not established a target ratio between total compensation of the CEO and the median total compensation level for the next lower tier of management. The Compensation Committee also considers internal pay equity among the executive officers, the relationship between the executive officers, and average compensation of all employees to maintain compensation levels that are consistent with the individual contributions and responsibilities of those executive officers. The Compensation Committee does not consider amounts payable under severance agreements when setting the annual compensation of the executive officers.
Short-Term (Annual) Incentive Plan
Short-Term (Annual) Incentive Plan Executive officers participate in the Company’s Short-Term Incentive Plan (the “STI Plan”), our annual performance bonus plan. The STI Plan provides the opportunity for annual cash payments tied directly to the achievement of key pre-established financial and operational goals. The Compensation Committee sets goals derived from our strategic plan that are designed to further align the interests of our executive officers with the interests of our stockholders. Our STI Plan is a key element in supporting our pay-for-performance philosophy. Each executive officer’s annual incentive opportunity is determined by performance in up to three categories, with an emphasis on key operating and financial metrics: • Environmental, Health & Safety performance; • Company Adjusted EBITDA; and • Ammonia Production Rates. Annual incentive targets are set as a percentage of salary, with actual payouts based on a performance multiplier dependent on the achievement of predetermined annual goals. The annual incentive targets for Mr. Behrman, Mr. Foster and Ms. Maguire were established in their respective employment agreements. Mr. Bemis’ and Mr. Renwick’s payout targets were established upon the beginning of their employment with the Company. At the end of each year, the Compensation Committee determines the actual achievement of each performance goal. The Compensation Committee and the Board have the ability to apply informed judgment to adjust outcomes based on market, operational and other realities that may not have been contemplated in the scorecard formula. In 2025, the Compensation Committee did not adjust the STI multiplier which was set at 1.0 and applied to the bonus amounts earned based on the achievement of the annual goals described above and below.
Short-Term (Annual) Incentive Plan
| Category | Performance Metric | | Environmental, Health & Safety performance | Achieve Total Recordable Injury Rate (TRIR) company-wide Achieve Process Safety Tier I Incidents (PSI) company-wide Achieve Reportable Environmental Events company-wide | | LSB Corporate Financial Performance | Achieve Adjusted EBITDA at budget | | Production Rates | Achieve NH3 production at budget |
Short-Term (Annual) Incentive Plan
| NEO | 2025 Salary | Target Annual Incentive (% of Salary) | Safety & Environmental Performance | | Adjusted EBITDA | | NH3 Production | | Overall Multiplier | Overall Payout (% of Target) | 2025 STI Plan Payout | | | | | Weight | Weighted Payout (1) | Weight | Weighted Payout (2) | Weight | Weighted Payout (3) | | | | | Mark T. Behrman | $800,000 | 110% | 25% | 0% | 50% | 200% | 25% | 86% | 100% | 122% | $1,073,600 | | Cheryl A. Maguire | $453,000 | 75% | 25% | 0% | 50% | 200% | 25% | 86% | 100% | 122% | $414,495 | | Michael J. Foster | $450,000 | 70% | 25% | 0% | 50% | 200% | 25% | 86% | 100% | 122% | $384,300 | | Damien J. Renwick | $425,000 | 70% | 25% | 0% | 50% | 200% | 25% | 86% | 100% | 122% | $362,950 | | Scott D. Bemis | $358,000 | 60% | 25% | 0% | 50% | 200% | 25% | 86% | 100% | 122% | $262,056 |
Short-Term (Annual) Incentive Plan
(1) The achievement during 2025 for Safety and Environmental performance was below threshold which resulted in no payout for this portion of the annual bonus. (2) The achievement during 2025 for Adjusted EBITDA performance was 200.0% resulting in a 100.0% payout for this portion of the annual bonus. (3) The achievement during 2025 for ammonia production performance was 86.06% resulting in a 21.51% payout for this portion of the annual bonus. The values in this column are rounded to whole percentages for presentation purposes.
Long-Term (Equity) Incentive Plan
Long-Term (Equity) Incentive Plan We award long-term performance equity awards to our executive officers under the terms of the LSB Industries, Inc. 2025 Long-Term Incentive Plan (the “2025 LTIP”) which was adopted by the Board on April 9, 2025, and approved by stockholders at the 2025 annual meeting of stockholders. The Compensation Committee, with the input of its independent compensation consultant, designed the 2025 LTIP to further align executive officer compensation with stockholders’ interests and to serve as a retention tool. The Compensation Committee believes the 2025 LTIP allows us to continue to motivate our executive officers through the grant of equity-based awards and provides the Compensation Committee flexibility to grant different types of equity, equity-based, and cash awards in the future. Awards of restricted stock, restricted stock units, performance awards and other awards (whether relating to cash or shares of common stock) under the 2025 LTIP may be made subject to the attainment of “performance goals” relating to one or more business criteria used to measure the performance of the Company as a whole or any business unit of the Company, which are established and approved by the Compensation Committee in its sole discretion and may consist of one or more or any combination of the following criteria: cash flow; cost; revenues; sales; injury rates; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization (“EBITDA”); adjusted EBITDA and ratios based on adjusted EBITDA; gross margin; earnings per share (whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; net profit; net sales; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; any measure relating to revenue generation; sales or revenue growth; price of the Company’s common stock or similar value (including, the daily volume weighted average price of a share); return on assets, return on net assets, equity or stockholders’ equity; market share; inventory levels, inventory turn or shrinkage; or relative or absolute total return to stockholders (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any Performance Criteria may include or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases; or (v) other similar occurrences. The Compensation Committee evaluates each executive officer’s performance on an annual basis and grants equity awards, and, for each executive officer, determines the allocation between time-based grants and performance-based grants. Both the time-based and the performance-based awards generally vest over a three-year period. Time-based awards, in the form of restricted stock units, vest one-third on each of the first three anniversaries of the date of grant. Performance-based awards, in the form of performance-based restricted stock units, vest after the end of the three-year performance measurement period. We believe both award types link the value of payments to the long-term results of the Company. 2025 Long-Term Incentive Awards The 2025 grants for each of our NEOs included performance-based and time-based restricted stock units as further described below.
Long-Term (Equity) Incentive Plan
| | | RSU | | PSU | | Total RSU &Target PSU | | Name | Grant Date | Percent Weight of Total Grant | (#) | Percent Weight of Total Grant | Target (#) | (#) | | Mark T. Behrman | 1/16/2025 | 50% | 142,077 | 50% | 142,077 | 284,154 | | Cheryl A. Maguire | 1/16/2025 | 50% | 27,213 | 50% | 27,213 | 54,426 | | Michael J. Foster | 1/16/2025 | 50% | 24,590 | 50% | 24,590 | 49,180 | | Damien J. Renwick | 1/16/2025 | 50% | 22,077 | 50% | 22,077 | 44,154 | | Scott D. Bemis | 1/16/2025 | 50% | 9,781 | 50% | 9,781 | 19,562 |
Long-Term (Equity) Incentive Plan
The performance metric for the 2025 performance-based grants was total shareholder return (“TSR”) relative to a peer group measured annually over a three-year performance period. The peer group utilized for relative TSR ranking included the following companies: AdvanSix Inc., American Vanguard Corporation, Balchem Corporation, Compass Minerals International, CSW Industrials, Inc., CVR Partners, LP, EcovystInc., Hawkins, Inc., Haynes International, Inc., Ingevity Corporation, Intrepid Potash, Inc., Livent Corp., Orion Engineered Carbons S.A, Quaker Chemical Corporation and US Silica Holdings, Inc. The TSR peer group is different from the Compensation Peer Group as the TSR peer companies were selected based on industry and competitive comparability as opposed to compensation benchmarking. The Compensation Committee determined that this performance metric was a good measure of overall Company performance. For performance on the relative TSR metric that is above the threshold, vesting will result in a range of 50%-200% of the target vesting, except the payout will be capped at target if our TSR for the three-year period is negative. Performance Awards Vested in 2025 For the performance-based restricted stock units granted on January 20, 2022 to all of the then-serving NEOs, the awards were settled based on the Company’s achievement of (i) absolute total shareholder return (ATSR) and (ii) fixed costs per ton of ammonia, in each case, measured annually over the three-year performance period ended December 31, 2025 as follows:
Long-Term (Equity) Incentive Plan
| | | Performance Metric - ATSR | | | Performance Metric - Fixed Costs per Ton of NH3 | | | | | Name | Grant Date | Target Units Granted | Vesting % | Units Vested | Target Units Granted | Vesting % | Units Vested | Total Units Vested | | Mark T. Behrman | 1/20/2022 | 44,468 | 66.67% | 29,646 | 44,469 | 0% | — | 29,646 | | Cheryl A. Maguire | 1/20/2022 | 9,203 | 66.67% | 6,135 | 9,203 | 0% | — | 6,135 | | Michael J. Foster | 1/20/2022 | 9,710 | 66.67% | 6,473 | 9,710 | 0% | — | 6,473 | | Damien J. Renwick | 1/20/2022 | 5,991 | 66.67% | 3,994 | 5,990 | 0% | — | 3,994 |
Long-Term (Equity) Incentive Plan
2026 Long-Term Incentive Awards On February 4, 2026, the Compensation Committee approved the grant of long-term incentive awards pursuant to the 2025 LTIP to the NEOs. As in past years, the grant included time-based and performance-based awards. The award agreements remain materially consistent with prior awards, with the exception of updating the performance mechanics, including the performance metrics and measurement criteria used to determine the number of performance-based restricted stock units that may be earned upon certification of performance by the Compensation Committee, and adding accelerated vesting upon the executive’s Qualifying Retirement (as defined below). See “Actions Taken After Fiscal Year-End” below for additional information.
Use of Compensation Consultants
Use of Compensation Consultants The Compensation Committee has the sole authority to hire and terminate its independent compensation consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. In 2025, the Compensation Committee engaged Compensation Strategies as its independent compensation consultant to provide information to the Compensation Committee to assist it in making determinations regarding our executive compensation program for our executive officers and non-employee directors. In August and November 2025, Compensation Strategies provided the Compensation Committee with, among other things, a competitive pay analysis comparing the compensation of our executive officers against peer group compensation statistics, 2026 program design advice, an independent review of 2026 compensation proposals developed by management, comparative analysis of non-employee director compensation, including compensation for the regular and special committees of the Board, review of trends and regulatory developments, and assistance with peer group review. A representative from Compensation Strategies attended the January, March, May, August, and November meetings of the Compensation Committee during 2025. Compensation Strategies did not perform any services for the Company or its management other than those described above. Compensation Strategies provides information and data to the Compensation Committee from its surveys, proprietary databases and other sources, which the Compensation Committee utilizes along with information provided by management and obtained from other sources. In making its decisions, the Compensation Committee reviews such information and data provided to it by Compensation Strategies and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the Company’s human resources, legal, and finance groups. The Compensation Committee considers executive and non-employee director compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule. In connection with its engagement of Compensation Strategies, the Compensation Committee considered various factors bearing upon Compensation Strategies’ independence including, but not limited to, the amount of fees received by Compensation Strategies from the Company as a percentage of Compensation Strategies’ total revenue, Compensation Strategies’ policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Compensations Strategies’ independence. After reviewing these and other factors, the Compensation Committee determined that Compensation Strategies is independent and that its engagement did not present any conflicts of interest. In 2025, we paid Compensation Strategies for the services it provided to the Compensation Committee. Equity Award Timing Policy We do not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. If in the future we determine to grant new awards of options, stock appreciation rights, or similar option-like instruments, we will establish a policy regarding the timing of such awards in relation to the disclosure of material non-public information, and the Board will evaluate the appropriate steps to take in relation to the foregoing. Employment Agreements The Compensation Committee believes that executive employment agreements are an integral component of our competitive executive compensation program. Our employment agreements are an important risk management tool that creates continuity in severance and other benefits upon certain termination events. Mr. Behrman, Ms. Maguire, and Mr. Foster are each a party to an executive employment agreement in the Company’s standard form, which was implemented in 2018. Mr. Bemis and Mr. Renwick are not party to employment agreements but each is party to a severance and change in control agreement.
Mark T. Behrman
Mark T. Behrman 2018 Behrman Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Behrman. The employment agreement provides, in part, that Mr. Behrman will: • Serve as our President and CEO for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Behrman Agreement; Be eligible to receive an annual cash performance bonus equal to between 0% and 200% of his base salary, with a target of at least 100% of base salary, depending on the Company’s achievement of Performance Criteria, as determined by the Compensation Committee. Following his termination of employment, Mr. Behrman will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” on page 53. 2026 Side Letter—On February 10, 2026, the Company entered into a side letter agreement with Mark T. Behrman (the “Side Letter”), which amends all of Mr. Behrman’s outstanding equity awards to incorporate qualifying retirement provisions. See “Actions Taken After Fiscal Year-End” below for additional information.
Cheryl A. Maguire
Cheryl A. Maguire 2018 Maguire Agreement—On December 30, 2018, we entered into an employment agreement with Ms. Maguire. The agreement provides, in part, that Ms. Maguire will: • Serve as our Senior Vice President and Chief Financial Officer (Ms. Maguire was since promoted to Executive Vice President and Chief Financial Officer) for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Maguire Agreement; • Receive an annual base salary of at least $370,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 120% of her base salary, with a target of at least 60% of base salary, depending on the Company’s achievement of Performance Criteria, as determined by the Compensation Committee. Following her termination of employment, Ms. Maguire will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” on page 53.
Michael J. Foster
Michael J. Foster 2018 Foster Agreement—On December 30, 2018, we entered into an employment agreement with Mr. Foster. The agreement provides, in part, that Mr. Foster will: • Serve as our Executive Vice President, General Counsel and Secretary for an initial term of one year, with automatic one-year extensions until terminated by either party in accordance with the 2018 Foster Agreement; • Receive an annual base salary of at least $390,000; and • Be eligible to receive an annual cash performance bonus equal to between 0% and 140% of his base salary, with a target of at least 70% of base salary, depending on the Company’s achievement of certain Performance Criteria, as determined by the Compensation Committee. Following his termination of employment, Mr. Foster will be subject to non-competition and non-solicitation restrictions for a period of 24 months. For information regarding the provisions of the agreement related to change in control and severance payments, please see “Potential Payments Upon Termination or Change in Control” on page 53.
Damien J. Renwick
Damien J. Renwick 2026 Renwick Severance and Change in Control Agreement—On January 14, 2026, we entered into a severance and change in control agreement with Mr. Renwick, the provisions of which are described in “Potential Payments Upon Termination or Change in Control” page 53.
Scott D. Bemis
Scott D. Bemis 2026 Bemis Severance and Change in Control Agreement—On January 14, 2026, we entered into a severance and change in control agreement with Mr. Bemis, the provisions of which are described in “Potential Payments Upon Termination or Change in Control” page 53. Management Stock Ownership Requirements The Compensation Committee has established Management Stock Ownership Requirements that are intended to further align the interests of our executive officers with the interests of our stockholders by requiring the executive officers to hold specified levels of Company stock. In keeping with our overall compensation philosophy, we believe that the equity ownership levels that they are required to maintain are high enough to appropriately incentivize our executive officers’ commitment to long-term value creation. The Compensation Committee evaluates the Management Stock Ownership Requirements at least annually. The terms of our Management Stock Ownership Requirements are set out below:
Scott D. Bemis
| Term | Component/Description | | | | Position | Requirements(1) | | | Chief Executive Officer | 5x base salary | | Target Ownership Amount(1) | Chief Financial Officer | 3x base salary | | | Other Executive Officers | 3x base salary | | Shares Counted Towards Ownership | • Shares owned outright or held in trust • Time-based vesting restricted stock units • The target number of any performance shares or units | | | Compliance Period | • The later of April 26, 2022 or five years from hire/promotion into covered role | | | Tracking Achievement | • Measure compliance on December 31 each year using 90-trading day average stock price • Notify participants and Compensation Committee of compliance/progress towards meeting guidelines | | | Controls | • Once the guideline is met, participants are expected to maintain share ownership pursuant to the guideline thereafter • Should a participant who previously met the guideline subsequently fall below the guideline for any reason, they will be required to meet the guideline within two years | |
Scott D. Bemis
(1) Target ownership value is calculated by multiplying the total number of shares and restricted stock units owned by the executive by the greater of the executive’s cost basis or the average share price over the last 90 days of the calendar year. As of December 31, 2025, each of our NEOs met, exceeded or was otherwise in compliance with the stock ownership guidelines. Tax and Accounting Implications When setting executive compensation, we consider many factors, such as attracting and retaining executives and providing appropriate performance incentives. We also consider the after-tax cost to the Company in establishing executive compensation program, both individually and in the aggregate, but tax deductibility is not our sole consideration. Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies for annual compensation over $1 million (per individual) paid to their chief executive officer, chief financial officer, and the next three most highly compensated executive officers (as well as certain other executive officers whose compensation may have been subject to this limitation in prior tax years). As a result, we do not expect the compensation payable to covered employees, including our NEOs, in excess of $1 million per person in a year to be fully deductible and we have paid and will continue to pay compensation that is limited in deductibility, in whole or in part. We consider the accounting impact reflected in our financial statements when establishing the amounts and forms of executive compensation. We account for stock-based incentive compensation expense in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). Actions Taken After Fiscal Year-End 2026 Side Letter—On February 10, 2026, the Company entered into the Side Letter with Mark T. Behrman, which amends all of Mr. Behrman’s outstanding equity awards to incorporate qualifying retirement provisions. Pursuant to the Side Letter, upon a qualifying retirement, all of Mr. Behrman’s outstanding time-based restricted stock units will accelerate and vest in full. Additionally, all outstanding performance-based restricted stock units will accelerate and vest at the greater of (i) target or (ii) actual performance through the retirement date, as determined by the Compensation Committee. For the purposes of the Side Letter, a “qualifying retirement” is defined as a voluntary retirement occurring (x) on or after age 63 with at least five years of service, (y) more than one year after the applicable grant date, and (z) absence of any determination by the Company of grounds for termination for cause. All future equity awards granted to Mr. Behrman shall also include the same qualifying retirement provisions, unless otherwise agreed in writing by the Company and Mr. Behrman. 2026 Award Agreements—On February 4, 2026, each of the NEOs were granted an award of time-based and performance-based restricted stock units. For the performance-based restricted stock units, performance is assessed annually on December 31 for each calendar year in the three-year performance period (each, a “Covered Year”), with performance objectives set no later than the 90th day of each such year. With respect to the performance-based restricted stock units granted in 2026, for the first Covered Year, the performance metric is return on net assets, with threshold, target, and maximum performance levels corresponding to a payout ranging from 50% to 200% of the target number of performance-based restricted stock units granted. The Compensation Committee retains discretion to modify the performance metrics from year to year. A straight line interpolation will be applied between levels, and the annual payout percentage cannot exceed 200%. After performance is determined for each Covered Year, the Compensation Committee will average the annual payout percentages from each Covered Year to determine the number of performance-based restricted stock units eligible for vesting prior to application of a TSR modifier. The number of performance-based restricted stock units eligible for vesting is then adjusted by a relative TSR modifier measured over the full three-year performance period against a defined peer group, to determine the actual number of performance-based restricted stock units earned. The TSR modifier has threshold, target, and maximum performance levels that range from 80% to 120%, with linear interpolation between points. If the Company’s absolute TSR is negative for the performance period, the TSR modifier is capped at the target level. The award agreements provide for accelerated vesting in full upon a “Qualifying Retirement.” Under the terms of the award agreements, “Qualifying Retirement” generally means a voluntary termination of employment occurring on or after age 63, following at least five years of service with the Company, and more than one year after the grant date, provided that no grounds for termination for cause exist at the time of such termination, as determined by the Company in good faith. For performance-based restricted stock units, vesting upon a Qualifying Retirement will accelerate and vest in full at the greater of (i) the target number of restricted stock units and (ii) the number of restricted stock units earned based on actual performance through the date of such Qualifying Retirement, as determined by the Committee in its sole discretion.
Scott D. Bemis
| Name and Principal Position | Year | Salary $ | Stock Awards(1) $ | Non-Equity Incentive Plan Compensation(2) $ | All Other Compensation(3) $ | Total $ | | Mark T. Behrman(4) | 2025 | $785,731 | $3,448,209 | $1,073,600 | $20,255 | $5,327,795 | | President and Chief | 2024 | $741,080 | $3,083,451 | $501,000 | $18,573 | $4,344,104 | | Executive Officer | 2023 | $711,815 | $3,146,428 | $603,000 | $13,405 | $4,474,648 | | Cheryl A. Maguire | 2025 | $448,961 | $660,460 | $414,495 | $929 | $1,524,845 | | Executive Vice President | 2024 | $434,500 | $556,480 | $200,000 | $1,011 | $1,191,991 | | and Chief Financial Officer | 2023 | $414,174 | $568,923 | $241,000 | $1,052 | $1,225,149 | | Michael J. Foster | 2025 | $445,692 | $596,799 | $384,300 | $8,570 | $1,435,361 | | Executive Vice President, | 2024 | $430,769 | $551,380 | $161,000 | $7,948 | $1,151,097 | | General Counsel and Secretary | 2023 | $417,585 | $563,583 | $223,000 | $7,800 | $1,211,968 | | Damien J. Renwick | 2025 | $415,557 | $535,809 | $362,950 | $9,445 | $1,323,761 | | Executive Vice President | 2024 | $387,038 | $495,495 | $181,000 | $8,559 | $1,072,092 | | and Chief Commercial Officer | 2023 | $365,808 | $379,304 | $200,000 | $8,939 | $954,051 | | Scott D. Bemis | 2025 | $349,115 | $237,385 | $262,056 | $20,887 | $869,443 | | Executive Vice President, | 2024 | $193,750 | $131,474 | $99,000 | $36,327 | $460,551 | | Manufacturing | 2023 | $— | $— | $— | $— | $— |
Most Important Financial Performance Measures
| Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(2)(3) | All Other Compensation | Total | | Riccardo Bertocco | $57,747 | $120,002 | $— | $177,749 | | Jonathan S. Bobb | $212,500 | $— | $— | $212,500 | | John D. Chandler | $94,167 | $120,002 | $— | $214,169 | | Barry H. Golsen | $210,000 | $— | $— | $210,000 | | Kanna Kitamura | $207,500 | $— | $— | $207,500 | | Steven L. Packebush | $90,000 | $120,002 | $— | $210,002 | | Diana M. Peninger | $92,500 | $120,002 | $— | $212,502 | | Lynn F. White | $157,500 | $120,002 | $— | $277,502 | | Richard W. Roedel | $1,792 | $— | $— | $1,792 | | Richard S. Sanders | $33,626 | $— | $— | $33,626 |