DEF 14A of Orion S.A., Apr 24, 2026

DEF 14A of Orion S.A.

Filed Apr 24, 2026 · FY20250001308179-26-000347

Open on EDGAR

  1. QUALIFICATION AND BACKGROUND MIX

    QUALIFICATION AND BACKGROUND MIX

  2. QUALIFICATION AND BACKGROUND MIX

    | | | | | | | | 38% | 38% | 13% | 63% | 100% | 100% | | CEO Experience | CFO Experience | IT Leader Experience | Operations Leader Experience | Sustainability Experience | Global Leadership Experience |

  3. QUALIFICATION AND BACKGROUND MIX

    The information above reflects our current Board of Directors nominees excluding Mr. Michel Wurth, who will serve on our Board until his retirement from our Board on June 25, 2026. He will not stand for reelection at the Annual General Meeting.

  4. QUALIFICATION AND BACKGROUND MIX

    | | | 2026 Proxy Statement | 11 |

  5. QUALIFICATION AND BACKGROUND MIX

    | Kerry Galvin 65 Retired General Counsel of AXIP Energy Services LP and previously Lyondell Chemical Company DIRECTOR SINCE: August 2018 COMMITTEE(S): Nominating, Sustainability and Governance (Chair), Audit U.S. CITIZEN | Jacqueline Hoogerbrugge 62 Retired President of Operations of Cloetta AB DIRECTOR SINCE: July 2025 COMMITTEE(S): Audit DUTCH CITIZEN | Paul Huck 76 Retired Chief Financial Officer of Air Products and Chemicals DIRECTOR SINCE: July 2014 COMMITTEE(S): Audit (Chair), Compensation U.S. CITIZEN | | Mary Lindsey 70 Retired Chief Financial Officer of Commercial Metals Company DIRECTOR SINCE: July 2020 COMMITTEE(S): Audit U.S. CITIZEN | Didier Miraton 67 President of Consulting Firm, LA Combe SAS, former Managing Partner of Michelin DIRECTOR SINCE: July 2014 COMMITTEE(S): Compensation FRENCH CITIZEN | Dr. Yi Hyon Paik 70 Partner at Asia-IO Partners, Retired President and Chief Strategy Officer of Samsung SDI Company DIRECTOR SINCE: July 2020 COMMITTEE(S): Nominating, Sustainability and Governance U.S. CITIZEN | | Corning Painter 63 CEO of Orion S.A. Group DIRECTOR SINCE: September 2018 COMMITTEE(S): None U.S. CITIZEN | Dan Smith 79 Retired Chairman, President and Chief Executive Officer of Lyondell Chemical Company DIRECTOR SINCE: July 2014 COMMITTEE(S): Chairman of the Board, Compensation (Chair) U.S. CITIZEN | Michel Wurth 72 Retired Senior Executive Vice President and Member of the Group Management Board of ArcelorMittal DIRECTOR SINCE: July 2020 COMMITTEE(S): Nominating, Sustainability and Governance LUXEMBOURGISH CITIZEN |

  6. QUALIFICATION AND BACKGROUND MIX

    | 12 | 2026 Proxy Statement | | |

  7. Executive Compensation Highlights

    | • | Allocation of a significant portion of our Named Executive Officers’ (“NEOs”) compensation to at-risk compensation, of which actual payouts depend on the successful achievement of predetermined financial and sustainability performance goals or are linked to Orion’s stock price. In 2025, 82% of our CEO’s target compensation was at-risk and 62% of our NEOs’ target compensation was at-risk. | | • | A large portion (50%) of our long-term incentive awards is linked to the Company’s Total Shareholder Return (TSR) relative to our industry peer group. | | • | The majority (95%) of our short-term incentive awards is linked to the Company’s financial (65%), operational (25%) and safety performance (5%). | | • | 70% of the awards granted under our long-term incentive plan are performance-based for all executive officers. |

  8. 2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

    2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS The Compensation Committee sets rigorous targets for our short-term and long-term incentive plans, increasingly focusing on sustainability and human capital, of which the latter is reflected in our employee engagement metric included in our long-term incentive plan. The 2025 payout results for our short- and long-term incentive plans are aligned with the Company’s performance as set forth below.

  9. 2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

    | 2025 STI METRICS |

  10. 2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

    | 2023 PERFORMANCE STOCK UNITS VESTED IN 2025 (THREE-YEAR PERFORMANCE PERIOD) |

  11. 2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

    | | | 2026 Proxy Statement | 17 |

  12. 2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

    Proxy Statement

  13. Director Nominees

    Director Nominees Our Board believes that it is important for each of our directors to possess qualities such as integrity and honesty as well as experience, attributes and skills that contribute to an adequate mix of expertise and perspectives amongst the directors. These characteristics enhance the overall effectiveness of the Board. The ability and commitment to devote adequate time and attention to Board and committee activities, as well as the complementing mix of individual’s skills and personality in line with those of other directors are additional key criteria for Board membership. As described under section “Corporate Governance and Director Independence – Selection and Evaluation of Director Candidates” and as further prescribed in the committee’s charter, our Nominating, Sustainability and Governance Committee considers all factors it deems relevant after thorough review when evaluating prospective candidates or current board members for nomination to our Board. Candidates brought to the attention of the Nominating, Sustainability and Governance Committee by shareholders are evaluated with the same criteria as the Board’s own nominees. All our director nominees bring to the Board leadership experience derived from past and present service. There are no family relationships between these directors and executive officers of the Company, and no legal proceedings adverse to the Company are pending in which director nominees are involved as a party or otherwise. The director nominees bring a broad variety of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provides our Board with the skills and expertise needed to support the Company’s strategy. The relevant individual experiences, qualifications and skills of our directors that contribute to the Board’s effectiveness and overall functioning are described in the biographies set forth on the next pages. We are asking our shareholders to approve the following resolution regarding the appointment of each director nominee: RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby appoint each director nominee as a director of the Company to serve on the Board of Directors for a term ending on the date of the Annual General Meeting of shareholders of the Company called to approve the Company’s annual accounts and consolidated financial statements for the financial year ending December 31, 2026. Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

  14. Director Nominees

    | | | 2026 Proxy Statement | 23 |

  15. Board of Director Nominees

    Board of Director Nominees Included on the next pages below is an overview of the various unique individual and collective strengths of our Director nominees that contribute to an effective and well-functioning Board.

  16. INDIVIDUAL QUALIFICATIONS, ATTRIBUTES, EXPERTISE AND EXPERIENCE

    INDIVIDUAL QUALIFICATIONS, ATTRIBUTES, EXPERTISE AND EXPERIENCE

  17. INDIVIDUAL QUALIFICATIONS, ATTRIBUTES, EXPERTISE AND EXPERIENCE

    | | | | | | | | | | | | | | | Kerry Galvin | Jacqueline Hoogerbrugge | Paul Huck | Mary Lindsey | Didier Miraton | Yi Hyon Paik | Corning Painter | Dan Smith | Total | | | Social Governance | | | | | | | | | 8/8 | | | Past/Present CEO | | | | | | | | | 3/8 | | | Past/Present CFO | | | | | | | | | 3/8 | | | Past/Present Operations Leader | | | | | | | | | 5/8 | | | Past/Present IT Leader | | | | | | | | | 1/8 | | | Finance Expertise | | | | | | | | | 5/8 | | | Financing/Capital Markets | | | | | | | | | 6/8 | | | Chemical Technology | | | | | | | | | 4/8 | | | Risk Management | | | | | | | | | 8/8 | | | Human Capital | | | | | | | | | 6/8 | | | Corporate Governance | | | | | | | | | 8/8 | | | Legal Regulatory | | | | | | | | | 3/8 | | | Past/Present Public Company Director | | | | | | | | | 6/8 | | | Marketing | | | | | | | | | 3/8 | | | Industry Expertise | | | | | | | | | 6/8 | | | Cybersecurity Governance | | | | | | | | | 4/8 | | | M&A | | | | | | | | | 6/8 | | | EHS | | | | | | | | | 8/8 | | | R&D & Innovation | | | | | | | | | 3/8 | | | Veteran | | | | | | | | | 2/8 |

  18. INDIVIDUAL QUALIFICATIONS, ATTRIBUTES, EXPERTISE AND EXPERIENCE

    | 24 | 2026 Proxy Statement | | |

  19. EXPERTISE AND EXPERIENCE MIX

    EXPERTISE AND EXPERIENCE MIX

  20. BOARD NOMINEES BACKGROUND MIX

    BOARD NOMINEES BACKGROUND MIX

  21. BOARD NOMINEES BACKGROUND MIX

    | INDEPENDENCE | AGE | | | | | BACKGROUND MIX | TENURE | | | |

  22. BOARD NOMINEES BACKGROUND MIX

    The information above reflects our current Board of Directors nominees excluding Mr. Michel Wurth, who will serve on our Board until his retirement from our Board on June 25, 2026. He will not stand for reelection at the Annual General Meeting.

  23. BOARD NOMINEES BACKGROUND MIX

    | | | 2026 Proxy Statement | 25 |

  24. Biographies of Directors and Director Nominees

    Biographies of Directors and Director Nominees

  25. Biographies of Directors and Director Nominees

    | | | | | Kerry Galvin 65 INDEPENDENT DIRECTOR SINCE: August 2018 ORION BOARD COMMITTEE(S): • Nominating, Sustainability and Governance Committee (Chair) • Audit Committee U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Former board member of the American Corporate Counsel Association, Alumni Association of the University of Michigan, and The Georgetown University Board of Regents KEY QUALIFICATIONS AND SKILLS Legal, Compliance, Risk Management, Corporate Governance, Sustainability, Finance KEY (PRIOR) BUSINESS EXPERIENCE • Executive Officer and General Counsel of Axip Energy Services LP (2010-2015) • Executive Officer and General Counsel of Lyondell Chemical Company (2000-2008) • In-house Counsel of Lyondell Chemical Company (1990-2000) EDUCATION • B.S. degree in Foreign Service, Georgetown University • J.D. degree, University of Michigan • Master class Cybersecurity, National Association of Corporate Directors (NACD) Ms. Galvin served as an executive officer at a public company and brings to the Board over 35 years of experience in managing legal, compliance, human resources, environmental and facilities, risk management, public relations and government affairs functions. She worked extensively in corporate finance, securities law and corporate governance, including advising boards of directors and serving as an executive officer at a public company. Throughout her career, Ms. Galvin gained in-depth experience in sustainability-related matters. | | Q&A: WHICH BOARD ACTIVITY OVER THE PAST YEAR STANDS OUT TO YOU? | | “The activity that stands out to me from 2025, was the addition of our new director, Jacqueline Hoogerbrugge, to the Board. Jacqueline has been a positive and constructive addition to the Board and brings a new perspective on many issues.” |

  26. Biographies of Directors and Director Nominees

    | 26 | 2026 Proxy Statement | | |

  27. Biographies of Directors and Director Nominees

    | | | | | Jacqueline Hoogerbrugge 62 INDEPENDENT DIRECTOR SINCE: July 2025 ORION BOARD COMMITTEE(S): • Audit Committee DUTCH CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Board and audit committee member and chair of the remuneration committee of Koninklijke Jumbo Food Group N.V., board member and chair of the remuneration committee of BA Glass, member of the board of Broadview Holding B.V., board member and audit committee member of Dometic AB, former remuneration committee member of Swedish Match AB, former board member of IKEA Industry AB, former executive board member of Cloetta AB and former board member of Cederroth International AB KEY QUALIFICATIONS AND SKILLS Manufacturing, Engineering, Supply Chain, Procurement, Sustainability KEY (PRIOR) BUSINESS EXPERIENCE • President operations of Cloetta AB (2010-2017) • Vice President operations of medical division of Danone (2009-2010) • Vice President procurement global baby and medical division of Danone (previous Royal Numico) (2006-2009) • Factory director as well as several managerial roles in operations, corporate engineering and manufacturing, procurement and supply chain at Unilever (1993-2006) • Several management functions in sales, marketing and engineering at Fluor Daniel (1988-1993) EDUCATION • M.S. degree in Chemical Engineering, Rijksuniversiteit Groningen Ms. Hoogerbrugge brings to the Board over 30 years of leadership experience in operational excellence finance, procurement, change management (including M&A and restructuring), people development and sustainability in global industrial consumer products companies. She has served on the board of directors of 8 companies, including 3 publicly listed companies, and has been a member of both audit and remuneration committees. | | Q&A: WHICH ORION FACILITY VISIT HAS HAD THE MOST IMPACT ON YOUR UNDERSTANDING OF THE COMPANY? | | “Visiting the plant in Kalscheuren as part of my onboarding process, was very interesting in many ways. Especially to understand the complexity of Orion’s production processes and products as well as the long history of carbon black. But maybe the most impressive of all was the enthusiasm and commitment of the employees at the plant. In the end, people make the difference.” |

  28. Biographies of Directors and Director Nominees

    | | | 2026 Proxy Statement | 27 |

  29. Biographies of Directors and Director Nominees

    | | | | | Paul Huck 76 INDEPENDENT DIRECTOR SINCE: July 2014 ORION BOARD COMMITTEE(S): • Audit Committee (Chair) • Compensation Committee U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Board member of St. Luke’s University Health Network, former member of the boards of AdvanSix, Inc. and NewPage Corporation KEY QUALIFICATIONS AND SKILLS Financial expert, Accounting, IT including cybersecurity KEY (PRIOR) BUSINESS EXPERIENCE • Chief Financial Officer of Air Products and Chemicals (2004-2013) • Corporate Controller of Air Products and Chemicals (1994-2004) • Various finance and controlling positions at Air Products and Chemicals (1979-1994) • U.S. Navy Officer EDUCATION • B.S. degree in Mathematics, United States Naval Academy • MBA degree, Johnson Graduate School of Management at Cornell University Mr. Huck brings to the Board over 30 years of leadership, financial and accounting experience in the chemicals industry, as well as extensive experience with regulated industries, operations as well as sustainability related matters. Mr. Huck is a financial expert and served as an executive officer at a public company. | | Q&A: WHICH ORION FACILITY VISIT HAS HAD THE MOST IMPACT ON YOUR UNDERSTANDING OF THE COMPANY? | | “The first plant I visited was Orion’s largest plant in Cologne, Germany. While I had an understanding of carbon black and its uses, being able to see the number of different ways that it was produced and the broad range of products that it went into outside of tires was extremely valuable to me as it brought to life our specialty business and the opportunities it presented for growth of the company. This plant is also the home for our global research and development efforts. By visiting the labs, I got a chance to see how our customers use the products and what is important to them in the products we supply them. I believe that board members do need to have a good understanding of the products that a company produces, the facilities they are produced in, the customers they are sold to, and why these customers choose our products. I received a good understanding of all these factors in my visit to the Orion Cologne plant.” |

  30. Biographies of Directors and Director Nominees

    | 28 | 2026 Proxy Statement | | |

  31. Biographies of Directors and Director Nominees

    | | | | | Mary Lindsey 70 INDEPENDENT DIRECTOR SINCE: July 2020 ORION BOARD COMMITTEE(S): • Audit Committee U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Board member, audit committee chair and member of the corporate governance and nominating committee of Lindsey Corporation and board member, audit committee chair and member of the compensation committee of Methode Electronics, Inc. KEY QUALIFICATIONS AND SKILLS Financial expert, Accounting, Tax, Legal KEY (PRIOR) BUSINESS EXPERIENCE • Chief Financial Officer of Commercial Metals Company (2016-2019) • Vice President, Tax and Investor Relations of Commercial Metals Company (2015-2016) • Vice President, Tax of Commercial Metals Company (2009-2015) • Various positions including corporate attorney, business strategy, Vice President, Tax and Tax Counsel of The Timken Company (1985-2005) EDUCATION • B.A degree in Russian and Political Science, State University of New York • J.D. degree, State University of New York • LL.M. degree in Taxation, Case Western University • CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Ms. Lindsey brings to the Board extensive experience in financial, accounting and tax matters. She is a financial expert and served as an executive officer at a public company. | | Q&A: WHICH ORION FACILITY VISIT HAS HAD THE MOST IMPACT ON YOUR UNDERSTANDING OF THE COMPANY? | | “In the first year after I joined the Board, we visited the Company’s largest facility located in Cologne, Germany. Being new to the carbon black industry, the range of products made, and the variety of manufacturing processes which are managed at this plant, was quite eye opening. The plant also utilizes a lamp black process in its production process, which is an ancient method of producing carbon black. The research and development operations are also significant at this plant, and are world class in this industry.” |

  32. Biographies of Directors and Director Nominees

    | | | 2026 Proxy Statement | 29 |

  33. Biographies of Directors and Director Nominees

    | | | | | Didier Miraton 67 INDEPENDENT DIRECTOR SINCE: July 2014 ORION BOARD COMMITTEE(S): • Compensation Committee FRENCH CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Board member of Thea Holding, Khéoos and TrustInSoft and former member of the boards of Biotyfood and Aviwell KEY QUALIFICATIONS AND SKILLS General management, Industrial manufacturing, R&D, Innovation, IT KEY (PRIOR) BUSINESS EXPERIENCE • Professor MBA program, Collège des Ingénieurs (2012-present) • President of La Combe SAS (2016-present) • CEO of Almérys SAS (2013-2015) • CEO of Pierre Fabre (2012-2013) • Managing Partner of Michelin (2007-2011) • President, Research & Technology of Michelin (2001-2011) • Supervisor, Industrial Policy of Michelin (2003-2011) EDUCATION • Civil Engineering degree, École Nationale des Ponts-et-Chaussées Mr. Miraton brings to the Board strong experience in global management of industrial companies as well as in the fields of industry, lean manufacturing, research and development, innovation and Information Technology. | | Q&A: WHICH BOARD ACTIVITY OVER THE PAST YEAR STANDS OUT TO YOU? | | “The importance of discussions within the Board of operational and strategic options in order to help the executive team mature its choices.” |

  34. Biographies of Directors and Director Nominees

    | | | | | Dr. Yi Hyon Paik 70 INDEPENDENT DIRECTOR SINCE: July 2020 ORION BOARD COMMITTEE(S): • Nominating, Sustainability and Governance Committee U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Board member of Qnity, former board member of Versum Materials, Inc. KEY QUALIFICATIONS AND SKILLS Electronic and energy storage industry, International Business, Strategy, Technology, R&D KEY (PRIOR) BUSINESS EXPERIENCE • Partner and Director of Asia-IO Partners (2023-present) • President and Chief Strategy Officer of Samsung SDI Company (2014-2016) • Executive Vice President and Head of the Electronic Materials Business at Samsung Cheil Industries (2010-2013) • Business Group Vice President and Head of Electronic Materials Business of Dow Chemical Company (2009-2010) • President of the Electronic Materials Business of Rohm and Haas (2006-2009) EDUCATION • B.A and M.S. degree in Chemistry, Seoul National University • Ph.D. degree in Chemistry, University of Pittsburgh • Postdoctoral Fellow, Columbia University Dr. Paik brings to the Board extensive leadership experience as an executive officer in multinational public companies and the electronic materials and energy storage industry. He provides in-depth experience in research and development, strategic planning and global business expertise with a deep technical understanding. | | Q&A: WHAT DO YOU LIKE BEST ABOUT ORION’S BOARD CULTURE? | | “I think we have a great Board. The mix of experiences, backgrounds, genders and ethnicities is impressive. With these attributes, the Board discusses Company strategies frankly and respectfully to direct management to the best of the Company.” |

  35. Biographies of Directors and Director Nominees

    | 30 | 2026 Proxy Statement | | |

  36. Biographies of Directors and Director Nominees

    | | | | | Corning Painter 63 NON-INDEPENDENT DIRECTOR SINCE: October 2018 ORION BOARD COMMITTEE(S): • Non-independent board member U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Stepan Company (2025) KEY QUALIFICATIONS AND SKILLS Chemical industry, Specialty and Commodity businesses, International business, Strategy, Supply Chain, Finance, Human Capital KEY (PRIOR) BUSINESS EXPERIENCE • Chief Executive Officer of Orion S.A. Group (September 2018-present) • Executive Vice President, Industrial Gases division of Air Products and Chemicals (2014-2018) • Senior Vice President, Merchant Gases of Air Products and Chemicals (2013-2014) • Various positions, including 10 years overseas in Europe and China at Air Products and Chemicals, such as Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President, Supply Chain (1984-2013) EDUCATION • Certified Professional Engineer, in the Commonwealth of Pennsylvania • B.S. degree in Chemical Engineering, Carnegie Mellon University • Master class Cybersecurity, National Association of Corporate Directors (NACD) Mr. Painter brings to the board in-depth knowledge of the Company and extensive executive officer experience at a public company and in the global chemicals industry. He provides experience with setting strategy and policy, human capital management, finance, supply chain and setting company culture. | | Q&A: WHAT HAVE YOU FOUND MOST BENEFICIAL ABOUT MEETING WITH ORION’S STAKEHOLDERS? | | “As the CEO of Orion, I value meeting with employees, investors and customers routinely and meet with community leaders occasionally. Across these stakeholder groups there are unifying themes like the aspiration for Orion to be a safe, reliable, financially stable and profitable company that balances short- and long-term perspectives. Our stakeholders anticipate us to be an employer of choice, exercise good governance and be good corporate citizens. Our efforts have resulted in a Platinum EcoVadis rating, which our customers value, however we collectively recognize that together we cannot get too far in front of end-customers with producing lower carbon circular grades.” |

  37. Biographies of Directors and Director Nominees

    | | | 2026 Proxy Statement | 31 |

  38. Biographies of Directors and Director Nominees

    | | | | | Dan Smith 79 INDEPENDENT DIRECTOR AND CHAIRMAN OF THE BOARD SINCE: July 2014 ORION BOARD COMMITTEE(S): • Chairman of the Board • Compensation Committee (Chair) U.S. CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Current lead director of Magnolia Oil & Gas Corporation and former chairman of the boards of Magnolia Oil & Gas Corporation, Lyondell Chemical Company, Kraton Performance Polymers, Inc., Nexeo Solutions, Inc. and Northern Tier Energy LLC KEY QUALIFICATIONS AND SKILLS Chemical and Energy industry, Strategy, Operations, Finance KEY (PRIOR) BUSINESS EXPERIENCE • Member of the College of Engineering Advisory Council at Lamar University • Chief Executive Officer of Lyondell Chemical Company (1996-2007) • President of Lyondell Chemical Company (1994-1996) • U.S. Air Force enlisted member EDUCATION • B.S. degree in Chemical Engineering, Lamar University Mr. Smith brings to the Board more than 40 years of executive leadership, covering operations and finance responsibilities. He has gained financial expertise as well as in-depth knowledge of the chemical and energy industries through various senior executive roles including that of CFO and then CEO of Lyondell Chemical Company. He has extensive board experience, including that of chairman, on both public and private boards. | | Q&A: WHAT DO YOU LIKE BEST ABOUT ORION’S BOARD CULTURE? | | “I like the open and frank participation by all the Board members who come well prepared for the meetings. They are collegial and supportive of each other and the management team, while challenging each other and the team as appropriate, utilizing their extensive experience and knowledge.” |

  39. Biographies of Directors and Director Nominees

    | 32 | 2026 Proxy Statement | | |

  40. Biographies of Directors and Director Nominees

    | | | | | Michel Wurth 72 INDEPENDENT DIRECTOR NOT STANDING FOR REELECTION DIRECTOR SINCE: July 2020 ORION BOARD COMMITTEE(S): • Nominating, Sustainability and Governance Committee LUXEMBOURGISH CITIZEN | | OTHER COMPANY BOARDS AND RELEVANT AFFILIATIONS Chairman of the board of ArcelorMittal Luxembourg S.A. and member of the sustainability committee of ArcelorMittal S.A, Vice-chairman of the supervisory board of Dillinger Hütte Saarstahl and member of the Präsidium (ArcelorMittal Group), Vice-chairman of the supervisory board of Dillingen FRG Dillinger Hütte AG and member of the Präsidium (ArcelorMittal Group), member of the board of directors of Axiomatic S.A. and board member of the Luxembourg Central Bank and former board member of SMS Group KEY QUALIFICATIONS AND SKILLS Manufacturing industry, Strategy, Sustainability, Finance, Operations KEY (PRIOR) BUSINESS EXPERIENCE • Senior Executive Vice President and Chief Financial Officer of Arcelor (2002-2014) • Member of ArcelorMittal’s Group Management Board, responsible for Flat Carbon Europe, Global R&D, Distribution Solutions and Long Carbon Worldwide respectively (2006-2014) • Chief Financial Officer of ARBED Group (predecessor of Arcelor) (1996-2002) • Various positions including Corporate Secretary at ARBED Group (1979-1996) EDUCATION • M.S. degree in Economics, London School of Economics • M.S. in Law, University of Grenoble • Doctor of Law Honoris Causa (Dr. iur. h.c.), Sacred Heart University • Political Science degree, Institut d’Etudes politiques de Grenoble Mr. Wurth brings to the Board over 40 years of experience in senior executive leadership of a publicly listed industrial company. He provides extensive experience in finance, global business management, sustainability, and strategic planning. | | Q&A: WHICH BOARD ACTIVITY OVER THE PAST YEAR STANDS OUT TO YOU? | | “The increased focus put by the Board and the Nominating, Sustainability and Governance Committee on how to master the CO2 and other emission challenges is particularly important for the future of the industry. The world needs carbon black of the highest quality, and it is up to Orion to find ways and technologies to produce and supply it in the most sustainable way. The Board clearly recognizes this and over the past year has taken even further steps to better understand how the Company can make continuous progress in such a direction.” |

  41. Biographies of Directors and Director Nominees

    | | | 2026 Proxy Statement | 33 |

  42. Board Committees

    Board Committees The Board has three standing Committees: the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the nominating, sustainability and governance committee (the “Nominating, Sustainability and Governance Committee”). Each of these committees reports to the Board at each regular Board meeting or sooner as it deems appropriate and as the Board may request. The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific matters. Accordingly, the Board established an Executive Committee in 2019. This committee consists of the Chairman of the Board, Mr. Smith, the Chairman of the Audit Committee, Mr. Huck, the Chairwoman of the Nominating, Sustainability and Governance Committee, Ms. Galvin, and the Chief Executive Officer, Mr. Painter. This committee does not meet on a regular basis but meets as needed to deal with urgent or quickly moving matters, when it is not feasible to get the entire Board together. It may also be used to conduct investigations or examine potential conflicts of interest, although it has not had to do so to date. The Executive Committee held zero meetings in 2025. Deliberations or actions by this committee are communicated to the full Board as soon as practicable, and the committee is not intended to be a substitute for the Board. The table below sets forth the financial year 2025 membership of the Board and its standing committees and the number of meetings including working sessions held during 2025:

  43. Board Committees

    | DIRECTOR NAME | AGE | GENDER | COUNTRY OF ORIGIN | OTHER CURRENT PUBLIC BOARDS | DIRECTOR SINCE | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING, SUSTAINABILITY AND GOVERNANCE COMMITTEE | EXECUTIVE COMMITTEE | BOARD AND COMMITTEE MEETING ATTENDANCE | | Kerry Galvin | 65 | F | U.S.A. | – | August 2018 | | | | | 100% | | Jacqueline Hoogerbrugge | 62 | F | The Netherlands | 1 | July 2025 | | | | | 75% | | Paul Huck Financial Expert | 76 | M | U.S.A. | – | July 2014 | | | | | 100% | | Mary Lindsey Financial Expert | 70 | F | U.S.A. | 2 | July 2020 | | | | | 100% | | Didier Miraton | 67 | M | France | – | July 2014 | | | | | 100% | | Yi Hyon Paik | 70 | M | South Korea | 1 | July 2020 | | | | | 100% | | Corning Painter Non-Independent | 63 | M | U.S.A. | 1 | Sept. 2018 | | | | | 100% | | Dan Smith Chairman of the Board | 79 | M | U.S.A. | 1 | July 2014 | | | | | 100% | | Michel Wurth | 72 | M | Luxembourg | 1 | July 2020 | | | | | 100% | | Number of 2025 meetings | | | | | | 4 | 3 | 3 | — | | | Number of 2025 working sessions | | | | | | 4 | 1 | — | — | |

  44. Board Committees

    | Member | Chair |

  45. Board Committees

    The 2026 membership of the Board and its standing committees are expected to remain generally the same as it was in 2025, except for the composition of the Nominating, Sustainability and Governance committee, with Mr. Michel Wurth no longer serving on it due to his retirement from the Board as of June 25, 2026.

  46. Board Committees

    | 34 | 2026 Proxy Statement | | |

  47. Election of Directors

    Election of Directors In accordance with our articles of association, the election of directors requires the approval of a majority of the votes validly cast at the Annual General Meeting, which shall also determine their remuneration and term of office.

  48. Election of Directors

    | | | 2026 Proxy Statement | 39 |

  49. Board Refreshment

    Board Refreshment The Board seeks to bring together a broad mix of directors that the Board and senior management can leverage to make well-considered strategic decisions in the best interests of the Company and its stockholders. To gather new ideas and perspectives, and to respond to the ever-changing needs of our customers and other stakeholders, the Board actively seeks candidates representing a range of tenures, areas of expertise, industry experience, and backgrounds. Consequently, the Board has refreshed its composition by adding five new directors in the last five years, including Ms. Mary Lindsey in 2020, who brings finance, accounting, tax and cybersecurity expertise, Mr. Yi Hyon Paik in 2020, who brings technology, strategy and research and development experience and Mr. Michel Wurth in 2020, who adds finance, strategy and sustainability expertise. Mr. Michel Wurth has decided to not stand for re-election to the Board of Directors at the Annual General Meeting due to increased responsibilities with other organizations. The Board followed the Nominating, Sustainability and Governance Committee’s recommendation to effectively reduce the number of directors standing for reelection to eight and not to nominate a new director nominee to succeed into Mr. Wurth’s position. Mr. Anthony Davis joined the Board in 2022, and brought knowledge and experience in the sustainability field while adding an investor perspective to the Board. He served on the Board until his resignation on December 27, 2023, to focus on other commitments and not as a result of any disagreement with the Company. Following Mr. Hans-Dietrich Winkhaus’s retirement from our Board on June 26, 2025, after serving on it for ten years, Ms. Jacqueline Hoogerbrugge joined our Board after her election at our 2025 Annual General Meeting. Ms. Hoogerbrugge brings over 30 years of leadership experience in operational excellence, procurement, change management (including M&A and restructuring), people development and sustainability in global industrial consumer products companies to the Board. She has served on the board of directors of 8 companies, including 3 publicly listed companies.

  50. Board Refreshment

    | | | 2020 | | 2022 | | 2025 | | | | +3 | | +1 | | +1 | | 5 New independent Directors in six years | | Mary Lindsey Yi Hyon Paik Michel Wurth (until June 25, 2026) | | Tony Davis (until 2023) | | Jacqueline Hoogerbrugge |

  51. Community Engagement

    | • | Orion’s European customer service team donated their bonuses to an organization dedicated to fulfilling the wishes of seriously ill children | | • | Our Kalscheuren, Germany, facility took part in a regional “Girl’s Day” event designed to promote professions that are traditionally occupied by men to young women | | • | Employees from our Jaslo facility helped raise funds for over 100 people with disabilities at the Poland Business Run | | • | Our Houston, Texas, office brought fall cheer to a local children’s hospital with a pumpkin decorating contest | | • | Our Ravenna, Italy, facility supported youth sports by donating to a local organization that hosts athletic activities to provide children opportunities for growth, fulfilment and socialization | | • | Our Kalscheuren facility participated in “Meine Position ist Spitze”, a program that enables students to spend a day working as an executive at a chemical company | | • | Our LaPorte, Texas, facility donated to the La Porte Education Foundation, a group that provides microgrants to teachers, who apply for funds to buy books, software, educational games, equipment and other items needed for their students | | • | Our Shanghai, China, colleagues held an environmental workshop with a children’s chemistry lab demonstrating how chemistry is used every day | | • | Our Jaslo, Poland, facility was recognized for supporting the Association of Enthusiasts of Jaslo by organizing a knowledge contest about Jasło for children and youth with the aim to help them understand their roots, build a sense of belonging, and respect cultural traditions | | • | Our Orange and Spring, Texas, facilities served the community with a Day of Caring event organized by United Way by volunteering to help improve the local youth soccer fields and a horse stable that is used for animal-assisted therapy for children and families | | • | Our Nelson Mandela Bay, South Africa, facility hosted a Heritage Day under the theme “Reimagine Our Heritage Institutions for a New Era”, encouraging citizens to embrace culture and tradition as a foundation for an inclusive and innovative future |

  52. Director Compensation

    Director Compensation The Compensation Committee is responsible for evaluating and approving compensation for our non-executive directors. The following table contains compensation awarded to or earned by our directors in respect of services performed as a director during 2025. The compensation paid to Mr. Painter, our CEO, is disclosed in the Summary Compensation Table below. Mr. Painter did not receive any additional compensation for his services on the Board.

  53. Director Compensation

    | NAME | FEES EARNED IN CASH(1) ($) | STOCK AWARDS(2)(3) ($) | TOTAL ($) | | Kerry Galvin | 135,000 | 137,500 | 272,500 | | Jacqueline Hoogerbrugge(4) | 57,500 | 137,500 | 195,000 | | Paul Huck | 137,000 | 137,500 | 274,500 | | Mary Lindsey | 115,000 | 137,500 | 252,500 | | Didier Miraton | 112,000 | 137,500 | 249,500 | | Yi Hyon Paik | 110,000 | 137,500 | 247,500 | | Dan Smith | 235,000 | 137,500 | 372,500 | | Hans-Dietrich Winkhaus(4) | 57,500 | — | 57,500 | | Michel Wurth | 110,000 | 137,500 | 247,500 |

  54. Director Compensation

    | (1) Amounts earned during the financial year 2025 are shown. | | (2) The amounts shown reflect the June 27, 2025, grant date fair value of restricted shares of stock granted to our directors for services performed in 2025/2026, determined in accordance with FASB ASC 718. See note M. Stock-Based Compensation to our consolidated financial statements included in our 2025 Annual Report on Form 10-K regarding assumptions underlying valuations of equity awards. The amount in this column for Mr. Hans-Dietrich Winkhaus reflects zero due to his announcement to retire from the Board on June 26, 2025. | | (3) As of December 31, 2025, each non-executive director held 12,935 shares of restricted stock units, granted and valued at $137,500 on June 27, 2025, which was based on the respective shareholder resolution resolved in the 2025 annual general meeting, for director services for 2025/2026 which vest on the day prior to the 2026 Annual General Meeting (vesting date). The grants automatically become fully vested subject to the directors’ service as a member of the Board of Directors through the vesting date. | | (4) Ms. Jacqueline Hoogerbrugge’s appointment to the Board was on July 1, 2025, and therefore her fees earned in cash reflect 50% of the annual approved cash retainer for Board membership. Mr. Hans-Dietrich Winkhaus’s retirement from the Board was on June 26, 2025, and therefore his fees earned in cash reflect 50% of the annual approved cash retainer for Board membership. |

  55. Director Compensation

    As described in the table above, our non-executive directors received compensation in 2025 for their services as a member of the Board as follows:

  56. Director Compensation

    | ● | each non-executive director received a cash retainer of $105,000 and restricted Common Shares of the Company in the value of $137,500 at the time of grant, whereby the Common Shares only become fully vested if the director serves the full term she/he was appointed for; | | ● | the non-executive Chairman of the Board received an additional retainer of $105,000; | | ● | the chairman of the Audit Committee of the Board received an additional retainer of $25,000; | | ● | the chairman of the Compensation Committee of the Board received an additional retainer of $25,000; | | ● | the chairman of the Nominating, Sustainability and Governance Committee of the Board received an additional retainer of $20,000; and | | ● | each non-chairing, non-executive member of the following Board committees received an additional cash retainer as follows: for Audit Committee members an additional cash retainer of $10,000, for Compensation Committee members an additional cash retainer of $7,000, and for the Nominating, Sustainability and Governance Committee members an additional cash retainer of $5,000. |

  57. Director Compensation

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  58. Our Executive Compensation Practices

    | Our Compensation Practices | | | | Pay-for-Performance—We align annual and long-term incentive opportunities with our annual operating plan and shareholder interests. | | | Align Total Compensation with Our Peers—We position the target total direct compensation levels for our NEOs within the range of the median for our peers. | | | At-Risk Compensation—Our incentive-based compensation represents a significant portion of our executives’ compensation by using a combination of lower base salaries and an emphasis on pay-for-performance. | | | Annual Review and Discretion— We consider the results of the advisory “Say-on-Pay” vote of the Company’s shareholders as well as other feedback received throughout the year. In addition, we conduct an annual review of our executive compensation program to ensure it rewards executives for strong performance, aligns with stockholder interests, and retains top talent. Our Compensation Committee has the discretion to set performance-based compensation based on its annual review as well as adjust incentive payouts where they believe this more appropriately aligns with the Company’s and shareholders’ best interest. | | | Independent Consultant—We use an independent compensation consultant retained by and reporting directly to the Compensation Committee. | | | Stock Ownership Guidelines—We have adopted robust stock ownership guidelines for our executive officers: five times base salary for our CEO, three times base salary for our CFO and two times base salary for all other executive officers, including our other NEOs. | | | Mitigate Undue Risk—We utilize a mix of performance metrics, cap potential payments, provide a three-year vesting period for performance stock awards, and conduct an annual compensation risk assessment analysis each year. | | | Clawback Policies —Incentive-based compensation of our NEOs paid in cash or equity, that is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” is subject to clawback in the event of material financial misstatements during the applicable performance period, violation of applicable restrictive covenants or engaging in misconduct that triggers a for-cause termination. | | | In addition, certain of our NEOs’ award agreements including their time-based awards also include additional clawback provisions that extend beyond the requirements of Section 10D of the Securities Exchange Act of 1934 and the NYSE rules. |

  59. Elements of Our 2025 Executive Compensation Program

    | PROGRAM | AWARD TYPE | OBJECTIVE OF ELEMENT | DESCRIPTION | | Base Salary | Cash | To provide an appropriate base salary and mitigate inappropriate risk-taking, we provide a fixed, certain and regular level of income. | Base salaries are set at market-competitive levels, subject to adjustment for a number of other factors, such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position. | | Annual Short-term Incentive (“STI”) Compensation | Cash | To incentivize and reward performance on key metrics that support the Company’s annual operating plan. To promote pay-for-performance in a competitive way. Generally targeted competitive levels among companies in our peer group, based upon achieving specified performance goals. | Designed to offer opportunities for cash compensation directly tied to Company performance relative to established performance targets that the Compensation Committee believes create shareholder value. Annual STI payouts range from 0% to 200% of the target bonus for 2025, and for our NEOs, are based on actual EBITDA (65%), Safety (5%), Sustainability (5%) and Key Strategic Projects (25%) performance relative to the designated targets. Annual STI awards are generally paid out during the first quarter following the end of the applicable financial year (i.e. the performance period). | | Performance-based Restricted Stock Units | Equity Performance Stock Units (PSUs) | To strengthen alignment with shareholders’ interests and drive continued shareholder value creation, 70% of the awards granted under our long-term incentive (“LTI”) plan are performance-based for all executive officers, including our NEOs. | The PSU payout ranges from 0% to 200% of the target number of Common Shares subject to the award based on actual relative total shareholder return “rTSR” (50%), Return on Capital Employed “ROCE” (25%), Sustainability (12.5%) and Employee Engagement (12.5%) rTSR and ROCE are measured over the three-year performance period, and Sustainability and Employee Engagement are based on the Company’s latest independent assessments completed during the three-year period which are conducted by a third parties. | | Time-based Restricted Stock Units | Equity Restricted Stock Units (RSUs) | For retention purposes, 30% of the awards granted under our LTI plan are time-based for all executive officers, including our NEOs. | RSUs typically vest over three years, one-third annually on each vesting date, subject to continued employment through the applicable vesting date. | | Retirement and other Employee Benefits | | To provide competitive benefits to protect our employees and their covered dependents’ health and welfare, facilitate strong performance on the job, and enhance productivity. | NEOs and other executive officers are eligible to participate in the same benefit programs that are offered to other salaried employees in their respective jurisdictions, including the 401(k) plan matching benefits, car allowances, and participation in health and welfare plans. |

  60. Compensation Consultant Role: How Executive Pay is Established

    Compensation Consultant Role: How Executive Pay is Established The Compensation Committee, in consultation with management and with the advice and recommendation of the Compensation Committee’s independent compensation consultant, endeavors to establish levels of compensation that are competitive in the marketplace considering our pay-for-performance philosophy and core principles of driving growth of long-term shareholder value. Since the Company’s initial public offering in July 2014, the Compensation Committee has engaged Korn Ferry as its independent compensation consultant. In developing our executive compensation program and policies and setting pay levels, Korn Ferry has assisted the Compensation Committee with reviewing elements of executive pay against a comparison industry peer group, as discussed below, and advising the Compensation Committee on evolving best practices. In addition, from time to time, the Company utilizes various salary benchmarking data sources to use as a guideline for establishing competitive market pay rates and salaries. The Compensation Committee has evaluated the independence of Korn Ferry and concluded that they did not provide any other compensation services to the Company during 2025 and were qualified to serve as an independent consultant to the Compensation Committee.

  61. Compensation Risk Management

    | ● | A mix of elements so that the compensation mix is not overly focused on either STIs or LTIs. | | ● | Our STI payout is primarily based on financial metrics that are objective and drive long-term shareholder value. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk-taking to achieve short-term results. | | ● | Our compensation program does not allow for unlimited payments, and annual incentive award caps limit the extent that employees could potentially profit by taking on excessive risk. | | ● | A significant portion of all senior executives’ (including our NEOs’) LTI awards (70%) is issued as PSUs based on ROCE, rTSR, Sustainability and Employee Engagement performance results measured over a three-year performance period, which are objective and drive long-term shareholder value. The Sustainability and Employee Engagement performance results are measured using the last independently published results report valued at the end of the three-year performance period. | | ● | Our 2025 PSUs vest based on a three-year performance period which encourages executives to attain sustained performance over several years, rather than performance over a short-term period. | | ● | We have robust stock ownership guidelines which align the interests of our executive officers with the long-term interests of our shareholders and encourage our executives to execute our strategies for growth in a prudent manner. | | ● | The demonstrated ability to make timely changes to the executive compensation program as needed. |

  62. Use of Peer Group Data

    Use of Peer Group Data The Compensation Committee utilized Korn Ferry to identify an industry peer group for the Company to perform an annual review of our executive compensation and to assess the competitiveness of our executive compensation program. The Company’s philosophy for senior executive pay, including our NEOs’ pay, is to provide a target total compensation package that is competitive with our peer group and general industry market data as provided by Korn Ferry. We do not benchmark our NEOs’ compensation to any specified level, and compensation levels of executives in our peer group is just one factor considered when determining total compensation levels. In addition to market data, other factors, such as the NEO’s experience, responsibilities, performance and long-term strategic value to the Company, are also considered by the Compensation Committee when making recommendations and decisions on compensation. For 2025, Korn Ferry provided market data for a peer group of 14 companies with revenues between $779 million and $3.7 billion (median revenues of $1.8 billion). Peer group compensation data was limited to information that is publicly reported and such data was used to evaluate the major components of compensation for our NEOs, including base pay, target annual bonus opportunity and LTI opportunity. In accordance with the foregoing process and analysis, the Compensation Committee approved the following peer group of 14 companies in the specialty chemicals industry to provide a reference for pay decisions for 2025. The Compensation Committee annually reviews peer group companies to reflect merger & acquisition activity in the industry. Our 2025 peer group companies were:

  63. Use of Peer Group Data

    | Ashland, Inc. | HB Fuller Company | Quaker Chemical Corporation | | Advansix, Inc. | Ingevity Corporation | Sensient Technologies Corporation | | Balchem Corporation | Innospec Inc. | Stepan Company(1) | | Cabot Corporation | Koppers Holdings, Inc. | Tronox Holdings PLC | | Ecovyst, Inc. | Minerals Technologies Inc. | |

  64. Use of Peer Group Data

    | (1) The Compensation Committee added Stepan Company to the Orion peer group for benchmarking purposes in 2018, based on industry code and size. |

  65. Pay Decision Factors

    | ● | Market reference data from our compensation peer group | | ● | The NEO’s level of responsibility, performance, leadership, tenure and experience | | ● | The Company’s overall annual performance | | ● | Overall business strategy and business model | | ● | The Company’s expected growth trajectory and constraints | | ● | Performance against our business tenets and long-term strategy | | ● | rTSR and long-term shareholder value | | ● | The economic environment |

  66. Annual Short-Term Incentive (STI) Compensation

    Annual Short-Term Incentive (STI) Compensation Our STI compensation program is designed to offer opportunities for cash compensation directly tied to our Company’s performance relative to established performance measures and ranges that the Compensation Committee believes create shareholder value. We provide opportunities for our executives to earn annual cash incentive awards that reward performance achievements for the year. Performance goals are objective and based on our annual business strategy and budget approved by the Compensation Committee. Our STI Plan is designed to:

  67. Annual Short-Term Incentive (STI) Compensation

    | ● | focus executives on key financial and strategic goals that support our annual operating plan | | ● | link short-term pay to the Company’s annual performance | | ● | put a meaningful portion of compensation at risk based on our financial success | | ● | incentivize and motivate executives to achieve our short-term strategic and financial objectives that we believe will drive long-term value creation | | ● | provide a competitive level of target annual compensation to attract and retain key talent |

  68. Annual Short-Term Incentive (STI) Compensation

    At the beginning of 2025, the Compensation Committee reviewed the annual target STI award opportunities for Messrs. Painter, Glajch, Riveros and Quinones and Dr. Niewiem. After consulting with Korn Ferry, the Compensation Committee determined that no changes to STI target percentages were necessary for 2025.The 2025 target annual STI award opportunities for our NEOs are as follows:

  69. Annual Short-Term Incentive (STI) Compensation

    | NAME(1) | TARGET 2025 STI BONUS AS A PERCENTAGE OF BASE SALARY | | Corning Painter | 100% | | Jon Puckett | 65% | | Jeff Glajch | 65% | | Sandra Niewiem | 60% | | Pedro Riveros | 60% | | Carlos Quinones | 60% |

  70. Annual Short-Term Incentive (STI) Compensation

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  71. Annual Short-Term Incentive (STI) Compensation

    Target STI payouts for plan year 2025 range from 0% – 200% of the NEO’s target annual bonus. Sixty-five percent (65%) of the annual target bonus is determined by Adjusted EBITDA, 25% is based on key strategic “Orion Stronger” projects, 5% is based on Safety results and 5% is based on Sustainability results, with threshold, target, and maximum payout levels for each such performance metric. Performance at the threshold level results in a payout at 50% of target STI, performance at the target level results in a payout at 100% and performance at the maximum level results in a payout at 200%. For these three key performance measures, we use linear interpolation to determine the actual STI payouts for achievement between the three performance levels.

  72. Annual Short-Term Incentive (STI) Compensation

    | STI METRICS | | | | | | | | | | Adjusted EBITDA | | Key Strategic Points | | Safety | | Sustainability | | | | | | | | | | | | TOTAL PAYOUT | | Performance Against Adjusted EBITDA Target | | Achievement of Incremental Targets | | Total OSHA Recordables | | EcoVadis Score | | |

  73. Annual Short-Term Incentive (STI) Compensation

    The key performance metrics, payout calculation and terms applied to each NEO are the same as applied to all employees of the Company and based on the Compensation Committee’s determination that each measure is integral to the overall success of the Company. Our NEOs may not defer payment of any portion of their STI payout, and the Company does not sponsor any deferred compensation program that would permit such a deferral. The Compensation Committee established the following performance metrics and target performance levels for the following 2025 STI Plan measures:

  74. Annual Short-Term Incentive (STI) Compensation

    | MEASURE | WEIGHT | THRESHOLD LEVEL (50% PAYOUT) | TARGET LEVEL (100% PAYOUT) | MAXIMUM LEVEL (200% PAYOUT) | | Adjusted EBITDA | 65% | $256MM | $320MM | $356MM | | Safety | 5% | OSHA Recordables 7 | OSHA Recordables 5 | OSHA Recordables 3 | | Sustainability | 5% | EcoVadis Score 80th Industry Percentile | EcoVadis Score 90th Industry Percentile | EcoVadis Score 95th Industry Percentile |

  75. Annual Short-Term Incentive (STI) Compensation

    To further demonstrate our commitment to improving robust operational performance to create shareholder value, we determined that the remaining twenty-five percent (25%) of the target annual bonus should be based on the successful execution of key strategic “Orion Stronger” projects designed to provide a mix of short-term and long-term benefits. These key projects focus on creating commercial value, enhancing competitiveness, and employee training and development. The Compensation Committee reviews and approves the inclusion of these key strategic projects as part of the STI Plan and the corresponding payouts. The award payout is calculated based on the achievement of each individual project with the opportunity for each project to earn a 50% of target payout at the threshold level, 100% payout at the target level and 200% payout at the maximum level. The achievement result for each project are equally weighted and summed to determine the total payout for the key strategic Emerge Stronger projects metric. Most employees across the company, except, for example, production plant employees who have more manufacturing-based objectives, participate in an incentive plan with the same Emerge Stronger targets.

  76. Annual Short-Term Incentive (STI) Compensation

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  77. Annual Short-Term Incentive (STI) Compensation

    Our “Orion Stronger” projects were established with the following achievement levels:

  78. Annual Short-Term Incentive (STI) Compensation

    | # | KPI DESCRIPTION | THRESHOLD | TARGET | MAXIMUM | | 1 | Realize 5 of 8 new customer target qualifications | Complete 4 | Complete 5 | Complete 6 | | 2 | New plant year-over-year EBITDA Increase | +70% of target | Confidential Target | +120% of target | | 3 | EMEA CBO Supplier Diversification: qualifying new supply sources for targeted situations (% of demand new sources can cover) | 40% | 50% | 60% | | 4 | Improve small project performance metrics - IRR/benefit, cost and schedule variance. Metrics are (IRR/benefit 90% achieved, cost 75% achieved, schedule 75% achieved) | Achieve 2 of 3 | Achieve 3 of 3 | Achieve 3 of 3 + aggregate 10% higher | | 5 | Best Country Sourcing: Advance % BCCS from 2024 actual | Flat vs. 2024’s increase | +200 bpts vs. 2024 | +300 bpts vs. 2024 | | 6 | Global on-time, in-full (OTIF) customer order fulfillment improvement (exact targets are proprietary but all >90%) | Reach Target - 200 bpts | Reach Target | Reach Target + 100 bpts | | 7 | Global aged & obsolete inventory reduction vs. 2024 | 15% reduction | 25% reduction | 40% reduction | | 8 | Role-based training program expansion | +4 roles | +5 roles | +6 roles | | 9 | Global standardization and rationalization of SOX key controls | Reduction of 75 key controls | Reduction of 100 key controls | Reduction of 125 key controls | | 10 | Preloading new asset, achieve target customers with targeted load potential | 2 new customers with 9kt load potential | 3 new customers with 10kt load potential | 4+ new customers with 12kt load potential |

  79. Rationale Behind our STI Performance Measures

    Rationale Behind our STI Performance Measures The Compensation Committee establishes the STI performance goals, where applicable, based on our Board-approved business plan and strategic priorities. Our 2025 goals were set at the beginning of the year, reflecting our expectations about the performance of our business. We believe our performance metrics (and resulting compensation) reflect a focused, but well-balanced view of performance that supports our expectations to drive strong business results, provide sound risk management and lead to long-term shareholder value. The Compensation Committee established a combination of three performance measures (Adjusted EBITDA, Safety and Sustainability) and the execution of key strategic projects for our 2025 STI Plan to align with our key business goals and objectives and our business operating plan. The Compensation Committee determined the relative weights of the performance measures to drive financial results while maintaining a focus on critical non-financial objectives to create a sustainable business and long-term value. The Compensation Committee desires to harmonize all Company employees’ STI Plan measures and efforts. More specifically:

  80. Rationale Behind our STI Performance Measures

    | ● | The target level of Adjusted EBITDA was established based on our 2025 operating plan. Adjusted EBITDA is defined as income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus earnings in affiliated companies, net of tax | | ● | The Safety target was based on the top quartile performance levels for the chemical industry | | ● | The target for the Sustainability measure was set at the 90th Industry Percentile | | ● | The maximum performance levels for Adjusted EBITDA, Safety and Sustainability were set at levels that the Compensation Committee believed to be reasonably attainable but only as the result of exceptional performance | | ● | The Safety and Sustainability metrics form a part of the STI bonus payout because they are critical to our success as an organization. The Compensation Committee believes that there is an inherent alignment between the Company’s sustainability agenda and the successful achievement of its strategic and operational goals | | ● | The target for key strategic Orion Stronger projects was 100% completion of the objectives, with a payout potential of 0% - 200% |

  81. Rationale Behind our STI Performance Measures

    The Compensation Committee retains discretion to consider extraordinary or infrequently occurring events, or significant corporate transactions in deciding whether to adjust the performance metrics for the STI Plan. The Compensation Committee also retains discretion in determining the actual STI amounts paid, to ensure that the STI bonus remains consistent with its stated objectives.

  82. Rationale Behind our STI Performance Measures

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  83. Performance Against Our 2025 STI Plan Measures

    Performance Against Our 2025 STI Plan Measures The following tables summarize the Company’s actual performance against its 2025 STI targets and payout level as approved by the Compensation Committee for the Adjusted EBITDA, Safety and Sustainability measures which comprise 75% of the overall calculation:

  84. Performance Against Our 2025 STI Plan Measures

    | MEASURE | WEIGHT | THRESHOLD LEVEL (50% PAYOUT) | TARGET LEVEL (100% PAYOUT) | MAXIMUM LEVEL (200% PAYOUT) | 2025 ACTUAL | PAYOUT % | | Adjusted EBITDA | 65% | $256.0MM | $320.0MM | $356.0MM | $248.0MM | 0% | | Safety | 5% | OSHA Recordables 7 | OSHA Recordables 5 | OSHA Recordables 3 | OSHA Recordables 3 | 10% | | Sustainability | 5% | EcoVadis Score 80th Industry Percentile | EcoVadis Score 90th Industry Percentile | EcoVadis Score 95th Industry Percentile | EcoVadis Score 99th Industry Percentile | 10% | | Total | 75% | | | | | 20% |

  85. Performance Against Our 2025 STI Plan Measures

    As shown in the table above, in 2025, we fell below the threshold level for the Adjusted EBITDA target goal. Our Safety and Sustainability performance exceeded the maximum achievement levels, resulting in a 200% payout under both measures.

  86. Key Strategic “Orion Stronger” Projects

    | # | KPI DESCRIPTION | RESULT | ACHIEVED | PAYOUT | | 1 | Realize 5 of 8 new customer target qualifications | Completed 4 | Threshold | 50% | | 2 | New plant year-over-year EBITDA Increase | Below Confidential Target | Below Threshold | 0% | | 3 | EMEA CBO Supplier Diversification: qualifying new supply sources for targeted situations (% of demand new sources can cover) | Above 60% | Maximum | 200% | | 4 | Improve small project performance metrics - IRR/benefit, cost and schedule variance. Metrics are (IRR/benefit 90% achieved, cost 75% achieved, schedule 75% achieved) | 2 of 3 Achieved | Threshold | 50% | | 5 | Best Country Sourcing: Advance % BCCS from 2024 actual | Greater than 300 bpts vs. 2024 | Maximum | 200% | | 6 | Global on-time, in-full (OTIF) customer order fulfillment improvement (exact targets are proprietary but all >90%) | Exceeded | Maximum | 200% | | 7 | Global aged & obsolete inventory reduction vs. 2024 | Reduction 39% | Maximum | 200% | | 8 | Role-based training program expansion | Added 5 | Target | 100% | | 9 | Global standardization and rationalization of SOX key controls | Reduction of 155 | Maximum | 200% | | 10 | Preloading new asset, achieve target customers with targeted load potential | 3 new customers with 10kt potential | Target | 100% | | | Average Payout | | | 130% |

  87. Key Strategic “Orion Stronger” Projects

    The actual achievement levels of the key strategic Orion Stronger projects were determined based on a scorecard that resulted in a score commensurate with a 32.5% (130% x 25%) of target bonus STI payout. After adding the Safety measure payout of 10% and the Sustainability measure payout of 10%, the Compensation Committee applied 52.5% to each NEO’s target bonus in 2025.

  88. Key Strategic “Orion Stronger” Projects

    | NAME | TITLE | TARGET STI BONUS AS PERCENTAGE OF BASE SALARY | ACTUAL 2025 STI PLAN PAYOUT ($) | PERCENTAGE OF ANNUAL BASE SALARY ON DECEMBER 31, 2025 | | Corning Painter | CEO | 100% | 598,500 | 52.5% | | Jon Puckett(1) | Chief Financial Officer from December 1, 2025 | 65% | — | — | | Jeff Glajch(2) | Former Chief Financial Officer until November 30, 2025 | 65% | 172,903 | 52.5% | | Sandra Niewiem(3) | SVP, Global Specialty Carbon Black and EMEA Region | 60% | 137,798 | 31.5% | | Pedro Riveros | SVP, Global Rubber Carbon Black and Americas Region | 60% | 141,695 | 31.5% | | Carlos Quinones | SVP, Global Operations | 60% | 130,994 | 31.5% |

  89. Key Strategic “Orion Stronger” Projects

    | (1) Mr. Puckett was not eligible to participate in the 2025 STI Plan due to the commencement date of his employment with the Company. | | (2) Mr. Glajch's appointment as CFO of the Company ended on November 30, 2025, however his employment continued until December 31, 2025, to ensure a seamless transition. Hence, his STI bonus earned and paid was for the full year. | | (3) Dr. Niewiem’s bonus is paid in Euros and has been converted to U.S. Dollars using the December 31, 2025 (last trading day in 2025), exchange rate of USD 1.17. |

  90. Long-Term Incentive (LTI) Compensation

    Long-Term Incentive (LTI) Compensation The purpose of our LTI program is to incentivize our executives to increase shareholder value over the long- term, to align their efforts with our shareholders’ interests through ownership, to provide retention through vesting criteria and to have competitive compensation to attract and retain our leadership. Under our LTI program, 70% of each NEO’s annual LTI equity award is typically issued as PSUs, which vest on the last day of a three-year performance period and are contingent on the successful completion of both performance-based and time-based requirements. The vesting of PSUs is subject to continued employment, further strengthening the link between individual pay opportunities and our long-term performance. The remaining 30% of each NEO’s annual LTI award is issued as time-based RSUs, one-third of which vest annually over a period of three years, subject to continued employment on the applicable vesting date, ensuring the retention of key executives, management, and high-potential individuals. In determining annual LTI award opportunities, the Compensation Committee determines a target monetary value for the individual awards which are then converted into a number of Common Shares based on our stock price on the date of grant. Existing executive equity ownership levels are generally not a factor or guarantee in the Compensation Committee’s granting of LTI awards.

  91. 2025 LTI Awards

    2025 LTI Awards The 2025 LTI awards granted by the Compensation Committee were designed to provide our NEOs with LTI opportunities that are competitive against our industry peer companies and reflect our overall executive compensation philosophy of aligning pay with long-term performance and shareholder value. With respect to the 2025 LTI awards, 70% of the target value was awarded in PSUs, which vest based on the satisfaction of approved performance targets over a three-year performance period, and 30% of the target value was awarded as RSUs with one-third vesting annually, in each case, subject to continued employment through the applicable vesting date. Each year, the Compensation Committee determines the amount of each NEO’s annual LTI award, based on a percentage of the NEO’s base salary, with input from its independent compensation consultant, Korn Ferry, and referencing external benchmark comparisons of overall target compensation (cash plus equity). The target value of our CEO’s annual LTI award is fixed at 350% of his base salary. The target value is based on market comparisons for CEO positions, using both peer group and general industry market data, in addition to an evaluation of his performance over the prior year. Each NEO’s (other than the CEO) award opportunity is determined prior to the beginning of the performance period and is assigned to his or her position based on market comparisons for similar positions, using both peer group and general industry market data, in addition to an evaluation of the executive’s individual performance over the prior year.

  92. 2025 LTI Awards

    | 79 | 2026 Proxy Statement | | |

  93. 2025 LTI Awards

    The Compensation Committee did not make any changes to our 2025 LTI program and target award levels as percentage of base salary. The target value of the 2025 LTI awards for each of our NEOs as determined by the Compensation Committee were as follows:

  94. 2025 LTI Awards

    | NAME | TITLE | TARGET | TARGET ($) | 70% PSUS (#) | 30% RSUS (#) | | Corning Painter | CEO | 3.5x base salary | 3,990,000 | 165,505 | 70,931 | | Jon Puckett(1) | Chief Financial Officer from December 1, 2025 | 1.5x base salary | 750,000 | — | 49,213 | | Jeff Glajch | Former Chief Financial Officer until November 30, 2025 | 1.5x base salary | 760,011 | 31,525 | 13,511 | | Sandra Niewiem | SVP, Global Specialty Carbon Black and EMEA Region | 1x base salary | 437,455 | 16,561 | 7,098 | | Pedro Riveros | SVP, Global Rubber Carbon Black and Americas Region | 1x base salary | 449,826 | 18,659 | 7,997 | | Carlos Quinones | SVP, Global Operations | 0.75x base salary | 415,855 | 17,250 | 7,393 |

  95. 2025 LTI Awards

    | (1) Mr. Puckett was not eligible to participate in the 2025 LTI Plan due to the commencement date of his employment with the Company, however he received a sign-on equity grant in restricted stock units with a grant date fair value of $250,000 in 2025, to compensate him for forfeited shares from his previous employer. |

  96. 2025 LTI Awards

    The 2025 LTI award grants to our NEOs were approved by the Compensation Committee under our shareholder-approved 2023 Omnibus Incentive Compensation Plan. The 2025 LTI award agreements provide for settlement in Common Shares or cash at the conclusion of the three-year performance period for PSUs and on a ratable basis for RSUs.

  97. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) The ultimate realized value of the 2025 PSU award opportunity over the three-year performance period (2025-2027) is determined as follows:

  98. Performance Stock Units (PSUs)

    | METRICS OF PERFORMANCE STOCK UNITS GRANTED IN 2025 |

  99. Performance Stock Units (PSUs)

    (Three-Year performance period)

  100. Performance Stock Units (PSUs)

    | Relative Total Shareholder Return | | Return on Capital Employed | | Sustainability | | Employee Engagement | | | | | | | | | | | | TOTAL PAYOUT | | Orion rTSR Against Industry Average rTSR | | Achievement of ROCE Target | | EcoVadis Score | | Employee Effectiveness Score from Third-Party Employee Engagement Survey | | |

  101. Performance Stock Units (PSUs)

    | ● | 50% is based on Relative Total Shareholder Return (rTSR) measured over the last quarter of the three-year performance period and the last quarter of the preceding year of the three-year performance period as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index for the same three-year period | | ● | 25% is based on Return on Capital Employed (ROCE) | | ● | 12.5% is based on Sustainability | | ● | 12.5% is based on Employee Engagement |

  102. Performance Stock Units (PSUs)

    The ultimate number of PSUs to be earned with respect to any PSU award granted is determined at the end of the performance period depending on actual results as compared to the target performance metrics, and ranges from 0% to 200% of the target number of PSUs granted.

  103. Performance Stock Units (PSUs)

    | | | 2026 Proxy Statement | 80 |

  104. Performance Stock Units (PSUs)

    If our rTSR is at the average of the two applicable indices, then that portion of the PSU award will be earned at target level. However, the number of Common Shares earned in respect of the PSUs tied to the achievement of rTSR is capped at 100% of the target number of PSUs granted if the Company’s total shareholder return declines by 10% or more during the performance period, regardless of rTSR performance. The threshold payout for rTSR occurs at 15 percentage points below the average of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index and the maximum occurs at 30 percentage points above the average of the indices. Our ROCE measure is based on the Company’s annual achievement percentage with the opportunity to earn 1/3rd payout for each calendar year. Due to competitive reasons, we are not disclosing the ROCE targets beyond past performance periods relevant to our PSU award vestings. Our Sustainability measure is based on a third-party Sustainability Index measuring the Company’s latest sustainability score near the end of the three-year performance period. Sustainability performance is measured utilizing the last published EcoVadis score during the performance period. Our Employee Engagement measure is based on our latest performance near the end of the three-year performance period versus a third-party Employee Effectiveness measure of the Company’s industry specific percentile ranking as compared to top performing companies. Employee Engagement Effectiveness is measured utilizing the score from the last employee survey administered by Korn Ferry during the performance period. The 2025 PSUs will vest on the last day of the three-year performance period (the vesting date, which is December 31, 2027) and the earned value will be based on the actual results measured over the three-year period. Each earned unit is settled by delivery of a Common Share and requires that the recipients continue to be employed by the Company through the vesting date.

  105. PSU Vesting during Performance Period Ending in 2025

    PSU Vesting during Performance Period Ending in 2025 The 2023 LTI awards included 70% PSUs, which vested on the last day of the three-year performance period, which was December 31, 2025. 50% of the 2023 PSUs was based on rTSR (as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index). 25% of the 2023 PSUs was based on ROCE for each of the three years in the performance period (2023, 2024 and 2025) as compared to approved targets of 18.4%, 16.0% and 16.0%, respectively. 12.5% of the calculation was based on the Company’s latest independent Sustainability percentile ranking from EcoVadis during the three-year performance period as compared to an industry-specific percentile ranking target of 90. 12.5% of the calculation was based on the Company’s latest Employee Survey during the three-year performance period as measured independently by Korn Ferry with a target of 45% of employees falling into the “most effective” category. The target levels and performance payout ranges for such award are determined and approved by the Compensation Committee on an annual basis. The tables below summarize the target 2023 PSU awards granted to our NEOs. rTSR and ROCE are based on actual achievement level over the three-year performance period ending December 31, 2025. Sustainability and Employee Engagement are based on the Company’s latest independent assessments completed during the three-year period which are conducted by a third party.

  106. PSU Vesting during Performance Period Ending in 2025

    | NAME | 2023 PSU TOTAL TARGET NUMBER OF UNITS AWARDED | 2023 PSU TOTAL ACTUAL EARNED RTSR (50% WEIGHT) | 2023 PSU TOTAL ACTUAL EARNED ROCE (25% WEIGHT) | 2023 PSU TOTAL ACTUAL EARNED SUSTAINABILITY (12.5% WEIGHT) | 2023 PSU TOTAL ACTUAL EARNED EMPLOYEE ENGAGEMENT (12.5% WEIGHT) | 2023 PSU TOTAL ACTUAL NUMBER OF UNITS EARNED (54.9% OF TARGET) | | Corning Painter | 152,560 | — | 7,385 | 38,065 | 38,065 | 83,515 | | Jon Puckett | — | — | — | — | — | — | | Jeff Glajch | 29,505 | — | 1,431 | 7,376 | 7,376 | 16,183 | | Sandra Niewiem | 10,853 | — | 526 | 2,713 | 2,713 | 5,952 | | Pedro Riveros | 12,740 | — | 618 | 3,185 | 3,185 | 6,988 | | Carlos Quinones | 11,880 | — | 576 | 2,970 | 2,970 | 6,516 |

  107. PSU Vesting during Performance Period Ending in 2025

    | 81 | 2026 Proxy Statement | | |

  108. PSU Vesting during Performance Period Ending in 2025

    The actual achieved results of each of the rTSR, ROCE, Sustainability and Employee Engagement performance measures for the 2023 PSUs are as follows:

  109. PSU Vesting during Performance Period Ending in 2025

    | RTSR ACTUAL PERFORMANCE FOR THE THREE-YEAR PERFORMANCE PERIOD APPLIED TO THE 2023 PSU AWARD | | | Orion rTSR | (67.27%) | | Index Average rTSR(1) | 6.21% | | Threshold Payout at 50% (15 percentage points below Index Average) | (8.79%) | | Target Payout at 100% (100% of Index Average) | 6.21% | | Maximum Payout at 200% (30 percentage points above Index Average rTSR) | 36.21% | | Actual Payout rTSR Performance Measure | 0% |

  110. PSU Vesting during Performance Period Ending in 2025

    | (1) The average TSR percentage results for the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index. |

  111. PSU Vesting during Performance Period Ending in 2025

    | ROCE ACTUAL ACHIEVEMENT AND PAYOUT FOR THE THREE-YEAR PERFORMANCE PERIOD(1) | | | Orion 2023 ROCE | 16.10% | | Threshold Payout at 50% | 15.64% | | Target Payout at 100% | 18.40% | | Maximum Payout at 200% | 22.08% | | Actual 2023 Payout ROCE Performance Measure | 58.20% | | Orion 2024 ROCE | 12.90% | | Threshold Payout at 50% | 13.60% | | Target Payout at 100% | 16.00% | | Maximum Payout at 200% | 19.20% | | Actual 2024 Payout ROCE Performance Measure | 0.00% | | Orion 2025 ROCE | 8.80% | | Threshold Payout at 50% | 13.60% | | Target Payout at 100% | 16.00% | | Maximum Payout at 200% | 19.20% | | Actual 2025 Payout ROCE Performance Measure | 0.00% | | Total of individual year ROCE Performance Result | 58.20% | | Actual Payout ROCE Performance Measure for 3-year period | 4.85% |

  112. PSU Vesting during Performance Period Ending in 2025

    | (1) ROCE is calculated by the average of the total Adjusted Earnings Before Interest and Taxes for 2023, 2024 and 2025 divided by the total capital employed during the applicable performance period. |

  113. PSU Vesting during Performance Period Ending in 2025

    | SUSTAINABILITY ACTUAL PERFORMANCE BASED ON THE LAST COMPLETED ASSESSMENT FOR THE THREE-YEAR PERFORMANCE PERIOD APPLIED TO THE 2023 PSU AWARD | | | Orion Sustainability Percentile Ranking | 99th | | Threshold Payout at 50% | 80th | | Target Payout at 100% | 90th | | Maximum Payout at 200% | 95th | | Actual Payout Sustainability Performance Measure | 200% | | EMPLOYEE ENGAGEMENT ACTUAL PERFORMANCE BASED ON LAST COMPLETED EMPLOYEE SURVEY DURING THE THREE-YEAR PERFORMANCE PERIOD APPLIED TO THE 2023 PSU AWARD | | | Orion Employee Engagement score | 58% | | Threshold Payout at 50% | 43% | | Target Payout at 100% | 45% | | Maximum Payout at 200% | 58% | | Actual Payout Employee Engagement Performance Measure | 200% |

  114. PSU Vesting during Performance Period Ending in 2025

    | | | 2026 Proxy Statement | 82 |

  115. Compensation Decisions for 2026

    | NAME | 2026 MERIT INCREASE | 2026 MARKET ADJUSTMENT | TOTAL 2026 ADJUSTMENT | 2026 BASE SALARY ($) | 2025 STI TARGET % OF BASE SALARY | 2025 LTI TARGET % OF BASE SALARY | | Corning Painter | — | — | — | 1,140,000 | 100% | 350% | | Jon Puckett | — | — | — | 500,000 | 65% | 150% | | Sandra Niewiem(1) | — | — | — | 437,455 | 60% | 100% | | Pedro Riveros | — | — | — | 449,826 | 60% | 100% | | Carlos Quinones | — | — | — | 415,855 | 60% | 100% |

  116. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters Certain of the current active NEOs are party to an employment agreement or offer letter describing the general terms of their employment with the Company. We believe these arrangements provide certainty to both the Company and the executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements. For additional information regarding the severance and termination protections in the employment agreements and offer letters, please read the employment agreements and offer letters attached as exhibits to our annual report on the Form 10-K filed with the Securities and Exchange Commission.

  117. Jonathan “Jon” Puckett

    Jonathan “Jon” Puckett Mr. Jon Puckett, our Chief Financial Officer, is an at-will employee. Mr. Puckett’s base salary on December 31, 2025, was $500,000 annually, and he is eligible to participate in the Company’s 2026 STI and LTI plans, with an annual STI target bonus opportunity equal to 65% of base salary and an annual LTI award with a target value equal to 150% of base salary. Mr. Puckett received a sign-on bonus of $140,000, payable in two equal installments within 30 days of his hire date and by the end of March 2026, as well as a one-time grant of 49,213 RSUs upon the commencement of his employment in 2025, with a value of $258,860 on the date of grant, subject to ratable vesting over three years from his hire date. Mr. Puckett is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees and certain severance benefits which are described below, as well as received a relocation benefit of $30,000 to facilitate his relocation to Houston, Texas, which was subject to gross up for taxes. Mr. Puckett is also party to a restrictive covenant agreement that limits his ability to compete with and solicit employees of the Company during his employment and for a period of one year thereafter.

  118. Equity Grant Policies

    Equity Grant Policies We provide long-term incentives to our NEOs in the form of full-value equity awards (such as time-based and performance-based restricted stock units) and do not grant stock options, stock appreciation rights, or similar option-like instruments. The Compensation Committee approves annual and any off-cycle equity awards at regularly scheduled or specially called meetings and sets the grant date as the meeting date (or a specified effective date for administrative reasons), and our NEOs do not select grant dates or influence meeting timing. In determining grant timing, the Committee considers whether the Company is in possession of material nonpublic information and generally seeks to act outside anticipated earnings releases or other material announcements; these practices operate alongside our insider trading policy (including blackout periods, pre-clearance for directors and executive officers including NEOs, and prohibitions on hedging and pledging) to mitigate the risk that equity award decisions could be affected by, or appear to be affected by, material nonpublic information.

  119. Equity Grant Policies

    | 85 | 2026 Proxy Statement | | |

  120. Summary Compensation Table

    Summary Compensation Table The following table provides the compensation of our NEOs (our Chief Executive Officer, our current and former Chief Financial Officer and the three most highly compensated executive officers) for the financial years that ended December 31, 2025, December 31, 2024 and December 31, 2023:

  121. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | BASE SALARY ($) | BONUS(1) ($) | STOCK AWARDS(2) ($) | NON-EQUITY INCENTIVE COMPENSATION PLAN(3) ($) | ALL OTHER COMPENSATION(5) ($) | TOTAL ($) | | Corning Painter Chief Executive Officer | 2025 | 1,140,000 | — | 1,732,655 | 598,500 | 17,816 | 3,488,971 | | | 2024 | 1,100,000 | — | 2,769,835 | 671,550 | 17,566 | 4,558,951 | | | 2023 | 1,045,000 | — | 6,157,673 | 365,750 | 16,816 | 7,585,239 | | Jon Puckett Chief Financial Officer from December 1, 2025 | | | | | | | | | | 2025 | 38,462 | 70,000 | 258,860 | — | 51,790 | 419,112 | | Jeff Glajch Former Chief Financial Officer until November 30, 2025 | 2025 | 506,674 | — | 330,035 | 172,903 | 17,816 | 1,027,428 | | | 2024 | 496,739 | — | 608,659 | — | 17,566 | 1,122,964 | | | 2023 | 472,500 | — | 1,193,238 | 107,494 | 16,816 | 1,790,048 | | Sandra Niewiem(4) SVP, Global Specialty Carbon Black and EMEA Region | 2025 | 437,455 | — | 173,380 | 137,798 | 104,662 | 853,295 | | | 2024 | 372,104 | — | 276,956 | 181,735 | 93,298 | 924,093 | | | 2023 | 377,151 | — | 438,908 | 79,202 | 87,775 | 983,036 | | Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region | 2025 | 449,826 | — | 195,342 | 141,695 | 17,816 | 804,679 | | | 2024 | 432,525 | — | 310,603 | 211,245 | 17,566 | 971,939 | | | 2023 | 408,042 | 75,000 | 515,230 | 85,689 | 16,816 | 1,100,777 | | Carlos Quinones SVP, Global Operations | 2025 | 415,855 | — | 180,590 | 130,994 | 17,816 | 745,255 | | | 2024 | 399,861 | — | 215,760 | 195,292 | 17,566 | 828,479 | | | 2023 | 380,512 | — | 480,464 | 79,908 | 16,816 | 957,700 |

  122. Summary Compensation Table

    | (1) The amount included in this column for Mr. Puckett include the first installment of his $140,000 sign-on bonus in the amount of $70,000, paid to him in 2025. For Mr. Riveros, the amount in this column reflects a discretionary recognition award of $75,000 in 2023, to reward him for his contribution to a significant project that materially impacted Orion’s profitability. | | (2) Reflects the fair market value of target RSUs and PSUs at grant date. The grant date fair value of these awards was calculated in accordance with FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”) which, for PSUS, is based on the probable outcome of the performance conditions. See Note M to our consolidated financial statements included in our Annual Report on Form 10-K for the period ending December 31, 2025 regarding assumptions underlying valuations of equity awards. The value for each 2025 PSU award granted under the LTI plan, assuming the maximum level of performance, is as follows: $3,843,026, for Mr. Painter, $732,011 for Mr. Glajch; $384,546 for Dr. Niewiem, $433,262 for Mr. Riveros and $400,545 for Mr. Quinones. | | (3) Represents the annual cash incentive award earned by December 31, 2025, in respect of the 2025 performance year under our STI Plan and paid in calendar year 2026. Mr. Puckett was not eligible to participate in the 2025 STI Plan due to the commencement of his employment later in the year. | | (4) Dr. Niewiem’s salary is paid in Euros and has been converted to U.S. Dollars using the December 31, 2025 (last trading day in 2025) exchange rate of USD 1.17. | | (5) Amounts in this column represent the following benefits available to our NEOs, including company car, relocation, matching benefits to 401(k) contributions and office stipends. |

  123. Summary Compensation Table

    | 87 | 2026 Proxy Statement | | |

  124. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | RETIREMENT CONTRIBUTIONS ($) | CAR LEASE ($) | OFFICE STIPEND(1) | RELOCATION(2) ($) | TOTAL ($) | | Corning Painter Chief Executive Officer | 2025 | 17,500 | — | 316 | — | 17,816 | | | 2024 | 17,250 | — | 316 | — | 17,566 | | | 2023 | 16,500 | — | 316 | — | 16,816 | | Jon Puckett Chief Financial Officer from December 1, 2025 | | | | | | | | | 2025 | 962 | — | — | 50,828 | 51,790 | | Jeff Glajch Former Chief Financial Officer until November 30, 2025 | 2025 | 17,500 | — | 316 | — | 17,816 | | | 2024 | 17,250 | — | 316 | — | 17,566 | | | 2023 | 16,500 | — | 316 | | 16,816 | | Sandra Niewiem(3)(4) SVP, Global Specialty Carbon Black and EMEA Region | 2025 | 85,562 | 19,100 | — | — | 104,662 | | | 2024 | 76,542 | 16,756 | — | — | 93,298 | | | 2023 | 73,942 | 13,834 | — | — | 87,776 | | Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region | 2025 | 17,500 | — | 316 | — | 17,816 | | | 2024 | 17,250 | — | 316 | — | 17,566 | | | 2023 | 16,500 | — | 316 | — | 16,816 | | Carlos Quinones SVP, Global Operations | 2025 | 17,500 | — | 316 | — | 17,816 | | | 2024 | 17,250 | — | 316 | — | 17,566 | | | 2023 | 16,500 | — | 316 | — | 16,816 |

  125. Summary Compensation Table

    | (1) The amounts in this column represent a home/hybrid office stipend paid to all employees based in our Spring, Texas office. | | (2) The amount in this column represents relocation cost in the amount of $30,000, that was grossed up for taxes, to facilitate Mr. Puckett’s business-related relocation in 2025 to Houston, Texas, which is consistent with the Company’s standard Relocation Policy offered to all employees who receive a relocation package. | | (3) Dr. Niewiem’s retirement contribution amount reflects ordinary contributions to the defined contribution plan generally maintained for our employees in Germany. | | (4) Dr. Niewiem’s benefits as disclosed in this table are paid in Euros and have been converted to U.S. Dollars using the December 31, 2025 (last trading day in 2025) exchange rate of USD 1.17. |

  126. Summary Compensation Table

    | | | 2026 Proxy Statement | 88 |

  127. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025

  128. Grants of Plan-Based Awards for 2025

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF | GRANT DATE FAIR VALUE | | | GRANT DATE | APPROVAL DATE | TYPE OF AWARD | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | SHARES OF STOCK OR UNITS(3) | OF STOCK AWARDS(4) ($) | | Corning Painter | | | STI | 570,000 | 1,140,000 | 2,280,000 | — | — | — | — | — | | | 5/5/2025 | 1/30/2025 | PSU | — | — | — | 82,753 | 165,505 | 331,010 | — | 880,774 | | | 5/5/2025 | 1/30/2025 | RSU | — | — | — | — | — | — | 70,931 | 851,811 | | Jon Puckett | | | | | | | | | | | | | | 12/13/2025 | 12/1/2025 | RSU | — | — | — | — | — | — | 49,213 | 258,860 | | Jeff Glajch | | | STI | 164,699 | 329,338 | 658,676 | — | — | — | — | — | | | 5/5/2025 | 1/30/2025 | PSU | — | — | — | 15,763 | 31,525 | 63,050 | — | 167,768 | | | 5/5/2025 | 1/30/2025 | RSU | — | — | — | — | — | — | 13,511 | 162,267 | | Sandra Niewiem | | | STI | 131,236 | 262,473 | 524,946 | — | — | — | — | — | | | 5/5/2025 | 1/30/2025 | PSU | — | — | — | 8,281 | 16,561 | 33,122 | — | 88,133 | | | 5/5/2025 | 1/30/2025 | RSU | — | — | — | — | — | — | 7,098 | 85,247 | | Pedro Riveros | | | STI | 134,236 | 262,473 | 519,030 | — | — | — | — | — | | | 5/5/2025 | 1/30/2025 | PSU | — | — | — | 9,330 | 18,659 | 37,318 | — | 99,298 | | | 5/5/2025 | 1/30/2025 | RSU | — | — | — | — | — | — | 7,997 | 96,044 | | Carlos Quinones | | | STI | 124,757 | 249,513 | 499,026 | — | — | — | — | — | | | 5/5/2025 | 1/30/2025 | PSU | — | — | — | 8,625 | 17,250 | 34,500 | — | 91,800 | | | 5/5/2025 | 1/30/2025 | RSU | — | — | — | — | — | — | 7,393 | 88,790 |

  129. Grants of Plan-Based Awards for 2025

    | (1) Actual non-equity incentive plan payouts for 2025 are discussed in the section “2025 Compensation for NEOs”. | | (2) PSU equity awards granted in 2025 have a three-year cliff vesting upon achievement of established performance metrics. | | (3) RSUs granted on May 5, 2025, are scheduled to vest and be settled in Common Shares 1/3rd on January 1, 2026, January 1, 2027, and January 1, 2028. | | (4) Represents the grant date fair value of stock awards as computed in accordance with FASB ASC 718. |

  130. Grants of Plan-Based Awards for 2025

    | 89 | 2026 Proxy Statement | | |

  131. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table provides information on RSUs and PSUs granted under the 2014 and 2023 Omnibus Incentive Compensation Plan to each of our NEOs and outstanding as of December 31, 2025. We do not grant stock options.

  132. Outstanding Equity Awards as of December 31, 2025

    | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | EQUITY INCENTIVE PLAN AWARDS: # OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(5) ($) | | Corning Painter | 5/5/2025 | 47,287 | 249,675 | 82,753 | 436,933 | | | 7/5/2024 | 16,869 | 89,068 | 59,040 | 311,731 | | Jon Puckett | 12/13/2025 | 49,213 | 259,845 | — | — | | Jeff Glajch | 5/5/2025 | 9,007 | 47,557 | 15,763 | 83,228 | | | 7/5/2024 | 3,265 | 17,239 | 11,427 | 60,335 | | Sandra Niewiem | 5/5/2025 | 4,732 | 24,985 | 8,281 | 43,724 | | | 7/5/2024 | 1,687 | 8,907 | 5,904 | 31,173 | | Pedro Riveros | 5/5/2025 | 5,331 | 28,148 | 9,330 | 49,262 | | | 7/5/2024 | 1,892 | 9,990 | 6,621 | 34,959 | | Carlos Quinones | 5/5/2025 | 4,929 | 26,025 | 8,625 | 45,540 | | | 7/5/2024 | 1,314 | 6,938 | 4,599 | 24,283 |

  133. Outstanding Equity Awards as of December 31, 2025

    | (1) Mr. Puckett received a sign-on RSU grant on December 13, 2025, that vests ratably on a 3-year basis from his December 1, 2025 date of hire. | | (2) These RSUs reflect the time-based portion of the 2025 and 2024 LTI Plan. The RSUs vest in equal annual installments over three years with vesting commencing on January 1 of the year following the grant date. | | (3) The value of RSUs that have not vested is based on the closing stock price of $5.28 per Common Share on December 31, 2025, which was the last trading day of 2025. | | (4) Values in this column represent the number of PSUs at 50% of target for 2024 and 2025 based on probable value as of December 31, 2025. The PSUs will be settled in Common Shares. The performance period for the 2024 PSUs is from January 1, 2024, to December 31, 2026 and for the 2025 PSUs from January 1, 2025 to December 31, 2027. | | (5) The value of PSUs at probable award value that have not vested is based on the closing stock price of $5.28 per Common Share on December 31, 2025, which was the last trading day of 2025. |

  134. Outstanding Equity Awards as of December 31, 2025

    | | | 2026 Proxy Statement | 90 |

  135. Option Exercises and Stock Vested for 2025

    Option Exercises and Stock Vested for 2025 The following table sets forth information concerning the vesting of RSUs and PSUs during 2025. We do not grant stock options.

  136. Option Exercises and Stock Vested for 2025

    | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | Corning Painter | 145,780 | 914,041 | | Jon Puckett | — | — | | Jeff Glajch | 51,587 | 455,071 | | Sandra Niewiem | 11,556 | 72,456 | | Pedro Riveros | 13,366 | 83,805 | | Carlos Quinones | 11,992 | 75,190 |

  137. Option Exercises and Stock Vested for 2025

    | (1) Represents the number of RSUs that vested and were delivered for the financial year 2025 and the number of PSUs granted in 2023 that vested and delivered for the measurement period ending on December 31, 2025. For Mr. Painter, 62,265 RSUs and 83,515 PSUs vested. For Mr. Glajch, 35,404 RSUs and 16,183 PSUs vested. For Dr. Niewiem, 5,604 RSUs and 5,952 PSUs vested. For Mr. Riveros, 6,378 RSUs and 6,988 PSUs vested. For Mr. Quinones, 5,476 RSUs and 6,516 PSUs vested. | | (2) Represents the pre-tax value realized on RSUs that vested and were delivered for the financial year 2025, computed by multiplying the number of shares acquired on vesting by the closing price of our common stock on the vesting date or the preceding trading date if the market was closed on the vesting date. This value also represents the value realized on the 2023 PSUs that vested at the end of the three-year performance period on December 31, 2025, computed by multiplying the product of the target number of the 2023 PSUs granted and the PSU metric payout percentage of 54.9% (i.e. the number of earned common stock) by the closing price of common stock on December 31, 2025 (last trading day in 2025). The value realized on the 2023 PSUs for each of our NEOs is as follows: Mr. Painter, $440,959, Mr. Glajch, $85,446, Dr. Niewiem, $31,427, Mr. Riveros, $36,897 and Mr. Quinones, $34,404. |

  138. Option Exercises and Stock Vested for 2025

    | 91 | 2026 Proxy Statement | | |

  139. 2025 Potential Payments and Benefits Upon Termination or Change in Control

    2025 Potential Payments and Benefits Upon Termination or Change in Control The following table sets forth the potential payments that would have been due to our current active named executive officers upon involuntary termination and/or a change in control as of December 31, 2025:

  140. 2025 Potential Payments and Benefits Upon Termination or Change in Control

    | NAME | REASON FOR EMPLOYMENT TERMINATION(6) | ESTIMATED VALUE OF CASH SEVERANCE PAYMENTS ($) | HEALTH BENEFITS(3) ($) | ESTIMATED VALUE OF PSU ACCELERATION(4) ($) | ESTIMATED VALUE OF RSU ACCELERATION ($) | TOTAL ($) | | Corning Painter(1) | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | 2,280,000 | 19,403 | 1,497,328 | — | 3,796,731 | | | Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | 6,840,000 | 58,209 | — | — | 6,898,209 | | | Death or Disability | 2,280,000 | — | 1,497,328 | — | 3,777,328 | | Jonathan Puckett(2) | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | 825,000 | — | — | — | 825,000 | | | Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | — | — | — | — | — | | | Death or Disability | — | — | — | — | — | | Sandra Niewiem(5) | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | — | — | 149,783 | — | 149,783 | | | Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | — | — | — | — | — | | | Death or Disability | — | — | 149,783 | — | 149,783 | | Pedro Riveros | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | — | — | 168,432 | — | 168,432 | | | Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | — | — | — | — | — | | | Death or Disability | — | — | 168,432 | — | 168,432 | | Carlos Quinones | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | — | — | 139,645 | — | 139,645 | | | Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | — | — | — | — | — | | | Death or Disability | — | — | 139,645 | — | 139,645 |

  141. 2025 Potential Payments and Benefits Upon Termination or Change in Control

    | (1) Mr. Painter is entitled to cash severance payments per his employment agreement. Absent a change in control, Mr. Painter is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. In the event such termination occurs within one year following a change in control, the severance is enhanced to three times his base salary plus target bonus. | | (2) Mr. Puckett is entitled to cash severance payments per his offer letter. Mr. Puckett is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. | | (3) This amount reflects the estimated cost of continued health care benefits for a period of one year if such termination occurs in the absence of a change in control, and three years if such termination occurs within one year following a change in control. | | (4) PSUs vest based on achievement of adjusted performance targets through the date of termination which has been assumed to be target level for purposes of this disclosure and the amount shown is the value of the accelerated vesting of PSUs on a prorated basis with the numerator being the number of months passed since the vesting commencement date and the denominator being 36. The value is based on the closing stock price of our Common Shares on the NYSE of $5.28 on December 31, 2025, the last trading day of 2025. Such acceleration is also triggered in the event that the termination is due to the executive’s disability or death. | | (5) Dr. Niewiem is not entitled to any fixed severance but if she were to be terminated by the Company without cause, she may be eligible to receive severance in accordance with German law, which is typically negotiated at the time of termination and is dependent on the specific facts and circumstances at the time of departure. | | (6) Our former CFO, Mr. Jeff Glajch, who retired from the Company on December 31, 2025, resigned for “no cause” (i.e. voluntary resignation) and his resignation was not part of a structural transformation at the Company. In connection with his retirement, Mr. Glajch entered into a consulting services agreement pursuant to which he provided exclusive consulting services to the Company and its affiliated group companies until March 31, 2026 (the “Transition Period”). During the Transition Period, Mr. Glajch served as an independent contractor to the Company. In consideration of his service, Mr. Glajch received: (i) a consulting fee in the amount of $500 per hour to the extent his work hours as a consultant exceed 40 hours per calendar month during the Transition Period; (ii) any accrued and outstanding 2025 bonus under the Orion Incentive Compensation Plan attributable to Mr. Glajch’s prior employment with the Company that he would have otherwise forfeited due to his retirement, payable on the actual payment day along with all other eligible employees; (iii) the settlement of outstanding 2024 and 2025 performance share units as if Mr. Glajch had satisfied the criteria of “early retirement” under the respective award agreement governing each award, and that Mr. Glajch would have otherwise forfeited due to his retirement, payable on the actual payment day along with all other eligible employees; and (iv) the full costs of continued healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act during the Transition Period. |

  142. 2025 Potential Payments and Benefits Upon Termination or Change in Control

    | | | 2026 Proxy Statement | 92 |

  143. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    Our CEO to Median Employee Pay Ratio for 2025 was 45:1 We believe that our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. As of December 31, 2025, the Company employed 1,639 persons. In accordance with SEC requirements, the median paid employee may be identified once every three years if there has been no change to employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure. For 2025, we identified the median employee by using the annualized 2025 compensation for all individuals who were employed by us (whether employed on a full-time, part-time, or seasonal basis) on December 31, 2025, the last pay day of our financial year.

  144. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    | | | 2026 Proxy Statement | 94 |

  145. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    To determine the total annual compensation for the CEO and median employee for purposes of calculating the CEO pay ratio, the following pay elements were considered:

  146. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    | ● | 2025 annualized base salary | | ● | 2025 STI Compensation paid in 2026 | | ● | 2025 target PSUs granted | | ● | 2025 target RSUs granted | | ● | 2025 all other compensation, including relocation, retirement plan contributions, office stipends and assignment allowances as applicable |

  147. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    For 2025:

  148. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    | ● | The annualized total compensation of the median employee of the Company was $78,448 and the annual total compensation of our CEO, as reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement, was $3,488,971. | | ● | Based on this information, the ratio of the annual total compensation of Mr. Painter, our CEO, to the median of the annual total compensation of all employees was 45 to 1. |

  149. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  150. Our CEO to Median Employee Pay Ratio for 2025 was 45:1

    | 95 | 2026 Proxy Statement | | |

  151. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table sets forth the actual compensation paid to our NEOs in relation to certain financial performance measures of the Company. For more information, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  152. Pay versus Performance

    | | | | | | VALUE OF $100 INITIAL FIXED INVESTMENT | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(3) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(4) ($) | COMPANY TOTAL SHAREHOLDER RETURN(5) ($) | TOTAL AVERAGE SHAREHOLDER RETURN OF S&P SMALL-CAP 600 & S&P SMALL-CAP CHEMICALS INDICES(6) ($) | NET INCOME ($ MILLIONS)(7) ($) | ADJUSTED EBITDA ($ MILLIONS)(8) ($) | | 2025 | 3,488,971 | (221,082) | 769,954 | 408,175 | 31.52 | 116.36 | (70) | 248.0 | | 2024 | 4,558,951 | (5,738,080) | 961,869 | (64,944) | 93.39 | 121.12 | 44 | 302.2 | | 2023 | 7,585,239 | 17,177,135 | 1,207,890 | 2,558,056 | 163.26 | 118.75 | 104 | 332.3 | | 2022 | 4,690,597 | 7,141,073 | 840,821 | 940,221 | 104.56 | 106.85 | 106 | 312.3 | | 2021 | 5,899,282 | 4,780,304 | 824,244 | 567,016 | 107.12 | 126.09 | 135 | 268.4 |

  153. Pay versus Performance

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Painter, our principal executive officer (PEO), for each corresponding year in the “Total” column of the Summary Compensation Table in this proxy statement. |

  154. Pay versus Performance

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to Mr. Painter’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |

  155. Pay versus Performance

    | YEAR | PEO YEAR END FAIR VALUE OF EQUITY AWARDS ($) | PEO YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | PEO YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | PEO TOTAL EQUITY AWARD ADJUSTMENTS ($) | | 2025 | 832,999 | (3,071,087) | (1,471,965) | (3,710,053) | | 2024 | 1,840,682 | (5,181,193) | (4,186,684) | (7,527,196) | | 2023 | 8,113,199 | 4,249,492 | 3,386,878 | 15,749,569 | | 2022 | 3,571,870 | 1,486,773 | 136,924 | 5,195,567 | | 2021 | 2,988,714 | (511,568) | 6,925 | 2,484,070 |

  156. Pay versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group excluding Mr. Painter in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs excluding Mr. Painter included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Puckett, Glajch, Riveros and Quinones and Dr. Niewiem; for 2024 and 2023, Messrs. Glajch, Riveros and Quinones and Dr. Niewiem; for 2022, Messrs. Glajch, Hrivnak, Riveros, Quinones and Dr. Niewiem and for (ii) for 2021, Messrs. Hrivnak, Riveros, Quinones, Crenshaw and Dr. Niewiem. |

  157. Pay versus Performance

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group excluding Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to the average total compensation for the NEOs as a group excluding Mr. Painter for each year to determine the compensation actually paid, using the same methodology described above in Note 2. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |

  158. Pay versus Performance

    | | | 2026 Proxy Statement | 96 |

  159. Pay versus Performance

    | YEAR | NON-PEO YEAR END FAIR VALUE OF EQUITY AWARDS ($) | NON-PEO YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | NON-PEO FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR ($) | NON-PEO YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | NON-PEO FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR ($) | NON-PEO TOTAL EQUITY AWARD ADJUSTMENTS ($) | | 2025 | 136,518 | (354,488) | — | (143,808) | — | (361,778) | | 2024 | 890,073 | (1,190,253) | — | (2,395,095) | — | (2,695,275) | | 2023 | 865,598 | 343,716 | — | 140,851 | — | 1,350,165 | | 2022 | 336,751 | 49,259 | — | (3,579) | — | 382,430 | | 2021 | 132,268 | (18,720) | — | 5,446 | (61,384) | 57,610 |

  160. Pay versus Performance

    | (5) Cumulative TSR, as reported in this column, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  161. Pay versus Performance

    | (6) Represents the total average shareholder return of the S&P Small-Cap 600 Index and S&P Small-Cap Chemicals Index. The peer group used for this purpose is consistent with the peer group indicated in the Performance Graph in our Annual Report and Form 10-K for the year ended December 31,2025, filed with the SEC on February 17, 2026. |

  162. Pay versus Performance

    | (7) The dollar amounts reported in this column represent the amount of net income reflected in our audited financial statements for the applicable year as reported in our respective Annual Reports on Form 10-K. |

  163. Pay versus Performance

    | (8) “Adjusted EBITDA” is defined as income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus earnings in affiliated companies, net of tax. |

  164. Pay versus Performance

    | 97 | 2026 Proxy Statement | | |

  165. Pay versus Performance

    The following chart illustrates the relationship between the Compensation Actually Paid (CAP) for our PEO and the average CAP for our Non-PEO NEOs for each of the last five financial years against Company TSR and the Peer Group TSR over the last five financial years: