DEF 14A of Element Solutions Inc, Apr 19, 2024

DEF 14A of Element Solutions Inc

Filed Apr 19, 2024 · FY20230001590714-24-000080

Open on EDGAR

  1. ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | TABLE OF CONTENTS | | | | EXECUTIVE COMPENSATION TABLES | | 44 | | | 2023 Summary Compensation Table | 44 | | | Grants of Plan-Based Awards in 2023 | 46 | | | Outstanding Equity Awards at Year End | 47 | | | Option Exercises and Stock Vested in 2023 | 49 | | | Termination and Change in Control Arrangements | 50 | | | Potential Payments upon Termination or Change in Control | 50 | | | Post-Employment Payments | 51 | | | 2023 Pension Benefits | 52 | | | 2023 Non-qualified Deferred Compensation | 54 | | | Equity Compensation Plan Information | 54 | | | Pay Ratio | 54 | | | Pay Versus Performance | 55 | | SECURITY OWNERSHIP | | 59 | | PROPOSAL 2 - ADVISORY VOTE ON 2023 EXECUTIVE COMPENSATION | | 63 | | PROPOSAL 3 - APPROVAL OF 2024 INCENTIVE COMPENSATION PLAN | | 64 | | PROPOSAL 4 - RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | | 71 | | | Report of the Audit Committee | 71 | | | Principal Accountant Fees and Services | 72 | | | Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services | 73 | | INFORMATION ABOUT THE MEETING AND VOTING | | 73 | | OTHER MATTERS | | 80 | | | Stockholder Proposals | 80 | | | List of Stockholders Entitled to Vote at the 2024 Annual Meeting | 81 | | | Proxy Solicitation Costs | 81 | | | Communication with the Board of Directors | 81 | | | Available Information | 82 | | APPENDIX A - ELEMENT SOLUTIONS INC 2024 INCENTIVE COMPENSATION PLAN | | 82 | | APPENDIX B - NON-GAAP DEFINITIONS AND RECONCILIATIONS | | 103 | | PROXY CARD | | 107 |

  2. Director Nominees

    Director Nominees The Board of Directors believes that our director nominees as a group have backgrounds and skills important for our business. Below is a summary of the experience, qualifications, attributes and skills that qualify our nominees to serve on the Board:

  3. Director Nominees

    | Sir Martin E. Franklin, KGCN | | | Business Experience Sir Martin, founder of ESI, was appointed as Executive Chairman of the Board in January 2019 after having served as Chairman of the Board since October 2013. He is the Founder and CEO of Mariposa Capital LLC, a Miami-based family office focused on long-term value creation across various industries ("Mariposa Capital"), and Chairman and controlling shareholder of Royal Oak Enterprises, LLC. He is also co-founder and co-chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation, founder and director of Admiral Acquisition Limited and serves as principal and executive officer of a number of private investment entities and charities. Sir Martin was the founder and Chairman of Jarden Corporation ("Jarden") from 2001 until April 2016, serving also as its Chief Executive Officer from September 2001 until June 2011. Previously, he also served as the Chairman and Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc. between 1992 and 2000. Sir Martin graduated from the University of Pennsylvania. Qualifications Sir Martin brings to the Board unique guidance and insight based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries, including with respect to leadership, corporate strategies, culture, capital allocation as well as M&A and capital market strategies. | | | | Committees | | | None | | | Public Company Boards | | | Admiral Acquisition Ltd | | | APi Group Corporation | | | Nomad Foods Limited | | | Age: 59 | | | Director Since: 2013 | | | Executive Chairman of the Board |

  4. Director Nominees

    | Benjamin Gliklich | | | Business Experience Mr. Gliklich was named Chief Executive Officer of Element Solutions in January 2019 and appointed as President of Element Solutions in July 2020. He previously served in several capacities for the Company, including Executive Vice President - Operations and Strategy from April 2016 to January 2019, Chief Operating Officer from October 2015 through April 2016 and VP - Corporate Development, Finance and Investor Relations from January to October 2015. He joined the Company as Director of Corporate Development in May 2014. Prior to joining the Company, Mr. Gliklich worked for General Atlantic, a global growth-oriented private equity firm, and Goldman Sachs & Co. Mr. Gliklich holds an A.B. Cum Laude from Princeton University and an MBA with distinction from Columbia Business School. Qualifications Based on his extensive managerial and operational experience at Element Solutions, Mr. Gliklich provides significant insight into our global business operations and markets we serve. He brings to the Board valuable expertise in the areas of business strategy, leadership development and talent management, business development, corporate development and capital markets, which are directly translatable to his work as President & CEO of the Company. | | | | Committees | | | None | | | Public Company Boards | | | None | | | Age: 39 | | | Director since: 2019 | | | President & CEO of Element Solutions |

  5. Director Nominees

    | Ian G.H. Ashken | | | Business Experience Mr. Ashken is currently a member of the boards of directors of Nomad Foods Limited and APi Group Corporation. Previously, he was the co-founder of Jarden and served at various times as its Vice Chairman, President, Chief Financial Officer, Secretary and a director from June 2001 until the merger of Jarden with Newell Brands Inc. in April 2016. Prior to Jarden, Mr. Ashken served as the Vice Chairman and/or Chief Financial Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc. between 1992 and 2000. Mr. Ashken is also a director or trustee of a number of private companies and charitable institutions. Qualifications Mr. Ashken brings to the Board significant knowledge in the areas of finance, public accounting, internal audit, risk management and M&A. His executive management positions as Vice Chairman and/or Chief Financial Officer also bring the Company significant leadership, planning and management skills and background. | | | | Committees | | | Compensation | | | Nominating and Policies (Chair) | | | Public Company Boards | | | APi Group Corporation | | | Nomad Foods Limited | | | Age: 63 | | | Director since: 2013 | | | Independent |

  6. Director Nominees

    | Elyse Napoli Filon | | | Business Experience Ms. Filon acted as Strategic Advisor of GCP Applied Technologies Inc. (“GCP”) from November 2016 to June 2019 consulting on M&A, strategic planning and analysis and corporate structure. She co-led the spin-off of GCP from W.R. Grace & Co. (“W.R. Grace”). Ms. Filon worked at W.R. Grace for 20 years, assuming various international leadership roles, ultimately serving as Vice President – Finance from 2012 through June 2016. Ms. Filon has extensive experience in strategic planning and analysis, global M&A, tax planning, capital markets and currency management. Before joining W.R. Grace, she served as International Tax Counsel at Sterling Winthrop Pharmaceuticals and practiced law in the New York City office of Kelley, Drye & Warren LLP. Ms. Filon holds a J.D. degree from Harvard Law School and a B.A. degree from Rutgers University. Qualifications Ms. Filon brings to the Board her deep industry and business experience as well as leadership skills from having worked at a peer specialty chemicals company for 20 years. She also contributes her extensive experience in strategic planning and analysis, global M&A, international tax planning, foreign currency and risk management. Her legal background provides the Board additional support for review of general corporate matters. | | | | Committees | | | Audit | | | Public Company Boards | | | None | | | Age: 63 | | | Director since: 2021 | | | Independent |

  7. Director Nominees

    | Christopher T. Fraser | | | Business Experience Mr. Fraser served as Chairman of the Board of KMG Chemicals Inc. ("KMG") from December 2012 to November 2018 and was a director of KMG from May 2008 to November 2018. He also served as CEO and President of KMG from September 2013 to November 2018 after serving as CEO and President of KMG on an interim basis from July 2013 to September 2013. From 2006 to 2009, Mr. Fraser was the President and CEO of Chemical Lime Company, a North American producer of calcium based (limestone), alkaline products with various industrial applications. Before joining Chemical Lime Company, Mr. Fraser was President and CEO of OCI Chemical Corporation, a wholly-owned subsidiary of DC Chemical Co. ("OCI") from 1996 to 2006. Prior to joining OCI, Mr. Fraser held various positions of responsibility in sales, marketing, business development, operations and general management. Most recently, Mr. Fraser served as a Senior Operating Director for SK Capital Partners from 2020 to December 2022. He is currently a director of Smart Chemical Solutions, LLC, a private oil & gas chemicals company. He was also a director of several private companies: NuCera Solutions LLC and Techmer PM, LLC from 2020 through 2022. During the past five years, Mr. Fraser served as a director of PHX Minerals Inc., fka Panhandle Oil and Gas Inc. (NYSE:PHX), from 2019 to 2022, where he was a member of their Audit and Compensation committees. From 2011 to 2018, he was also an Operating Partner of Advent International Corp., which he advised on transactions in the industrial sector. Mr. Fraser holds a Bachelor of Science in Chemistry and in Business Administration from the University of Connecticut as well as a Master of Business Administration from Pepperdine University. Qualifications Mr. Fraser's extensive work with multiple chemicals companies has provided him with significant industry, M&A and management experience, including in strategic planning and business development. His private equity experience is also an important asset to the Board, along with his 25 years of experience as a Chief Executive Officer and background in Chemistry. | | | | Committees | | | Compensation (Chair) | | | Nominating and Policies | | | Public Company Boards | | | None | | | Age: 66 | | | Director since: 2019 | | | Independent |

  8. Director Nominees

    | Michael F. Goss | | | Business Experience Mr. Goss is currently a partner at Art Intelligence Global, a private art advisory firm ("AIG"). Prior to joining AIG in March 2023, he served as Chief Financial Officer of Condé Nast from January 2020 to December 2020 and Executive Vice President and Chief Financial Officer of Sotheby's, Inc. from March 2016 to October 2019. Prior to Sotheby's, he served in various senior management capacities at Bain Capital, LLC ("Bain Capital") for 13 years until December 2013, beginning in 2001 as Managing Director and Chief Financial Officer and assuming the additional role of Chief Operating Officer in 2004. Currently, Mr. Goss is a director of Whole Earth Brands, Inc. where he serves as a member of their Compensation Committee. From 2020 to 2021, he was a director of Sandridge Acquisition Corporation, a special purpose acquisition company. Mr. Goss graduated from Kansas State University with a BS in economics and received an MBA with Distinction from Harvard Business School. Qualifications Mr. Goss is an accomplished finance leader with extensive senior management experience as a Chief Financial Officer and managing director. His extensive financial insight, including with respect to internal audit, and deep understanding of global, complex businesses add considerable value and guidance to the Board and the Audit Committee. | | | | Committees | | | Audit | | | Compensation | | | Public Company Boards | | | Whole Earth Brands, Inc. | | | Age: 64 | | | Director since: 2013 | | | Independent Lead Director |

  9. Director Nominees

    | E. Stanley O' Neal | | | Business Experience Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. ("Merrill Lynch") until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Currently, Mr. O’Neal is a board member of Clearway Energy, Inc. where he serves as a member of their Compensation Committee and Audit Committee. He is also a director and member of the Compensation and Benefits Committee and the Chair of the Governance and Nominating Committee of Arconic Corporation, an aluminum manufacturing company and the former parent of Alcoa Inc., and as a director and member of the Audit Committee of Hut 8 Corp. following its merger with US Bitcoin Corp. in November 2023. During the past five years, Mr. O'Neal was a director and member of Arconic Inc.'s Audit Committee from 2016 to 2020 and Finance Committee from 2017 to 2020. Mr. O’Neal graduated from Kettering University with a degree in industrial administration and received his MBA from Harvard Business School. Qualifications Mr. O'Neal brings to the Board his extensive executive experience, financial expertise, strong leadership skills and his experience as a board member of other public companies which enable him to provide unique guidance to our Board and management team. | | | | Committees: | | | Nominating and Policies | | | Public Company Boards | | | Arconic Corporation | | | Clearway Energy, Inc. | | | Hut 8 Corp. | | | Age: 72 | | | Director since: 2013 | | | Independent |

  10. Director Nominees

    | Susan W. Sofronas | | | Business Experience Ms. Sofronas is currently a partner at Manchester Capital Management LLC, a leading private family wealth office in the United States. Prior to joining Manchester Capital in January 2024, Ms. Sofronas was a senior relationship executive at Geller Advisors from 2010 to 2023, most recently acting as Managing Director. In these leadership roles, she served entrepreneurs, business owners and financial executives as a dedicated partner and engaged advocate. She also strategically assisted Geller Advisors’ CEO in implementing a multi-year strategy for successful growth, reshaping reporting and enhancing technology. Prior to Geller Advisors, she also served in senior roles at BBR Partners, Citigroup Private Bank and Morgan Stanley. She is a National Association of Corporate Directors member and is affiliated with numerous professional and industry associations. Ms. Sofronas graduated from Babson College with a BS in finance and investments. Qualifications With over 30 years of experience as a valued, trusted and recognized strategic financial advisor, Ms. Sofronas brings a unique mixture of strategic perspectives and execution skills. She has extensive executive experience with strong leadership values and effective communication techniques. She also contributes her significant experience overseeing strategic investments and growth initiatives in markets worldwide. | | | | Committees | | | None | | | Public Company Boards | | | None | | | Age: 61 | | | New Director Nominee | | | Independent |

  11. Director Nominees

    | CORPORATE GOVERNANCE |

  12. Board of Directors

    Board of Directors The Board oversees the conduct of our day-to-day operations and risk management to ensure that long-term interests of stockholders are being served. In doing so, the Board seeks to provide leadership and advice to our senior management team. In addition, the Board oversees the Company's business strategy and planning, and evaluates the performance of our CEO and senior leadership team in executing such business strategy, assessing and mitigating risks, and managing the Company’s day-to-day operations.

  13. Involvement in Certain Legal Proceedings

    | DIRECTOR COMPENSATION |

  14. Director Compensation Program

    Director Compensation Program The Company uses both cash and stock-based incentive compensation to attract and retain qualified individuals to serve on its Board. Under our non-employee director compensation program, for the service year from the 2023 Annual Meeting to the 2024 Annual Meeting, each non-employee director received annual cash fees for Board and any Committee memberships (paid quarterly) and restricted stock units ("RSUs"). These RSUs were granted on June 6, 2023, the date of the 2023 Annual Meeting, and will vest on June 4, 2024, which date is the earlier of the one-year anniversary of their grant date and the date of the 2024 Annual Meeting. We believe a meaningful portion of a director’s compensation should be provided in equity-based awards in order to align our directors' and stockholders' interests. In setting director compensation, we consider the significant amount of time directors expend in fulfilling their duties serving on the Board and its Committees, as applicable, the skill-level required for such service and the need to continue to attract highly-qualified candidates to serve on the Board. Director compensation arrangements are reviewed annually to maintain such standards. The following table summarizes the components of our 2023 director compensation program, which remained unchanged as compared to our 2022 program:

  15. Director Compensation Program

    | Board Annual Fees | | | Board Membership Fee | $75,000 | | RSU Grant | $140,000 approx. value | | Incremental Fees for Board Leadership | | | Lead Director Fee | $20,000 | | Committee Membership Fee | $7,500 | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $20,000 | | Nominating and Policies Committee Chair | $15,000 |

  16. Director Compensation Program

    Dividend equivalents. Each 2023 RSU provides for cash dividends equivalents, which accrue when and as dividends are paid on our common stock. Dividend equivalents are subject to the same vesting, settlement and other terms and conditions as the RSUs to which they relate and are not distributed until the shares underlying these RSUs are issued. Director expenses and other benefits. Our non-employee directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings as well as for expenses associated with these and other Board activities. Stock ownership guidelines. Non-employee directors with more than one year of service are expected to directly own at least 1,000 shares of our common stock. All qualifying directors meet these stock ownership guidelines. For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

  17. Director Compensation in 2023

    Director Compensation in 2023 The following table sets forth the compensation earned and RSUs granted by the Company to our non-management directors for their services as directors for the year ended December 31, 2023:

  18. Director Compensation in 2023

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sir Martin E. Franklin | — | 0 | 3,000,000 | 3,000,000 | | Ian G.H. Ashken | 97,500 | 140,009 | 2,037 | 239,546 | | Elyse Napoli Filon | 82,500 | 140,009 | 2,037 | 224,546 | | Christopher T. Fraser | 102,500 | 140,009 | 2,037 | 244,546 | | Michael F. Goss | 110,000 | 140,009 | 2,037 | 252,046 | | Nichelle Maynard-Elliott | 95,000 | 140,009 | 2,037 | 237,046 | | E. Stanley O’Neal | 82,500 | 140,009 | 2,037 | 224,546 |

  19. Director Compensation in 2023

    (1)As CEO of the Company, Mr. Gliklich receives no compensation for his services as a director nor does Sir Martin as our founder director and Executive Chairman. (2)Reflects the annual non-executive Board membership fee and incremental Committee and Committee chair fees for each director, as applicable. (3)Reflects the aggregate grant date fair value of RSUs granted to directors in 2023 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 ("ASC Topic 718"). Except for Sir Martin, each of the directors indicated above was granted 7,365 RSUs on June 6, 2023, the date of the 2023 Annual Meeting, as incentive compensation for their respective directorship in 2023-2024. In each case, these RSUs were unvested and outstanding at December 31, 2023 and will vest on June 4, 2024, subject to continuous directorship through and on such vesting date. For additional information on the valuation assumptions, refer to Note 8, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2023 Annual Report. (4)With respect to Sir Martin, represents the annual advisory fee paid to Mariposa Capital, an affiliate of Sir Martin, pursuant to the Advisory Services Agreement described under "— Certain Relationships and Related Transactions — Transactions with Related Parties" above. For further detail on Sir Martin’s role and contributions, see "CORPORATE GOVERNANCE — Board of Directors — Board Leadership Structure" above. With respect to the other directors, the amounts shown represent the value of the accrued cash dividend equivalents settled in 2023 upon vesting of the RSUs granted in 2022 for their respective directorship in 2022-2023. For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

  20. Retirement of EVP, Head of Industrial & Specialty

    | Objectives | Our Actions | | Attract and retain an effective leadership team | We offer total compensation packages that consist of both compensation and benefits designed to be competitive with the markets in which we operate. We seek to retain our executives by benchmarking their compensation packages relative to companies in our Peer Group (as defined under "Market Benchmarking" below), which are of similar size, scope and complexity, and other factors deemed relevant. | | Motivate and reward our executives with a focus on pay-for-performance | A meaningful portion of total executive compensation is weighted toward financial performance and is not guaranteed. Our typical compensation package includes a mix of base salary, short-term cash incentives and long-term equity incentives based on performance and retention — the balance of our compensation elements links directly to our objectives, motivating executives to outperform on our strategic goals. In line with our pay-for-performance compensation philosophy, when the Company outperforms or underperforms as compared to our pre-established goals, payouts can result in above or below target levels, respectively. | | Create a strong financial incentive that aligns with our long-term objectives and stockholders' interests | Through a combination of appropriate performance metrics and targets, our executive officers are paid according to how the Company performs, at the corporate level and segment level. In 2023, the performance metrics used in our incentive programs included: Annual Bonus Adjusted EBITDA, adjusted EPS and free cash flow Long-term Incentive Plan •3-year LTI Awards — Adjusted constant currency EBITDA compound annual growth ("EBITDA CAGR") and cash return on investment ("CRI") •5-year LTI Awards — Adjusted EPS and total shareholder return ("TSR") Management considers these measures as key indicators of the Company's operating performance and key drivers of long-term stockholder value. |

  21. Retirement of EVP, Head of Industrial & Specialty

    In February 2023, based on management's recommendations the Compensation Committee made certain changes to our Annual Bonus Plan; which changes were aligned with stockholders' feedback. See " — Annual Bonus Plan" below:

  22. Retirement of EVP, Head of Industrial & Specialty

    | What We Do | | What We Don't Do | | | ✓ | Pay for performance with total executive compensation largely weighted toward financial performance and not guaranteed | ● | Offer fixed-duration employment agreements to executive officers | | ✓ | Select performance measures that support strategic objectives creating long-term value for stockholders | ● | Provide tax gross-ups for perquisites, severance or change-in-control payments | | ✓ | Consider multiple performance metrics to encourage balanced focus | ● | Guaranty pay increases or equity-based awards for executive officers | | ✓ | Balance mixed and variable compensation as well as short- and long-term incentives | ● | Allow hedging, pledging or short sales of Company stock | | ✓ | Use multi-year vesting terms for all executive officer equity awards | ● | Offer excessive perquisites to executive officers | | ✓ | Clawback policy compliant with SEC requirements and NYSE listing standards | ● | Allow stock option repricing or exchange without stockholder approval | | ✓ | Engage independent compensation consultants when considered necessary or appropriate | ● | Allow liberal share recycling |

  23. Market Benchmarking

    Market Benchmarking We use a peer group (the "Peer Group") as a reference for our executive compensation program. The Compensation Committee believes that our Peer Group is representative of the labor market from which we recruit executive talent. Factors used to select our Peer Group include industry segment, sales, profitability, market capitalization and number of employees. The Peer Group used in 2023 was as follows:

  24. Market Benchmarking

    | Peer Group | | | Albemarle Corporation | Ingevity Corporation | | Ashland Global Holdings Inc. | Innospec Inc. | | Avient Corporation | Minerals Technologies Inc. | | Axalta Coating Systems Ltd. | Newmarket Corporation | | The Chemours Company | Quaker Chemical Corporation | | Diversey Holdings, Ltd.* | RPM International Inc. | | Entegris, Inc. | Sensient Technologies Corporation | | H.B. Fuller Company | Stepan Company |

  25. Market Benchmarking

    *Acquired by Solenis in July 2023 The companies included in the Peer Group consist of public companies from the same or related industries as ESI's and were selected on the basis of their median revenues, adjusted EBITDA and market capitalization which were similar to those of the Company. These metrics are commonly used to compare the relative size and performance of companies. The graphic below illustrates ESI's position relative to the Peer Group companies with respect to these metrics at December 31, 2023 based on information available in their respective public filings:

  26. Market Benchmarking

    | Element Solutions v. Peer Group |

  27. Market Benchmarking

    The Compensation Committee does not believe, however, that it is appropriate to make any compensation decisions, whether regarding base salary levels or incentive pay, primarily based upon benchmarking to a peer or other representative group of companies. From time to time, information from independent compensation consultants regarding pay practices at other companies is provided to the Compensation Committee as a resource for its deliberations relating to executive compensation. Such information is useful in at least two respects: first, the Compensation Committee recognizes that compensation practices must be competitive in the marketplace; and second, this marketplace information is one of the many factors that both management and the Compensation Committee consider in assessing the reasonableness and appropriateness of our executive compensation program. Although we do not target executive compensation to any Peer Group median, we strive to provide a compensation package that is competitive in the market and that rewards each executive’s leadership and performance toward the achievement of the strategic and financial goals of the Company, thus translating to stockholder value creation.

  28. Role of Management in Establishing Compensation

    Our executive compensation program is intended to attract, retain and reward a high caliber of executive talent, align incentives with stockholders' interests, and support the Company's pay-for-performance philosophy. From time to time, the Compensation Committee may also approve discretionary awards to executives in connection with their initial employment or for extraordinary Company performance, a significant individual contribution to the Company’s strategic objectives or retention purposes. Our typical compensation package includes a mix of base salary, short-term cash incentives under our Annual Bonus Plan and long-term equity-based incentives under our long-term incentive program (the "LTI Program"). The strategic goals we use for each performance metric under our Annual Bonus Plan and our LTI Program at target level are generally more challenging or at least the same as those performance targets used for our investor base. Setting ambitious internal goals for these metrics is intended to motivate behavior and executive decisions that will lead to the successful execution of the Company's strategy. Our executive compensation programs also align the interests of our stockholders and executives by tying compensation to short- and long-term objectives that we believe correlate with stockholder value drivers. A meaningful portion (approximately 69% on average in 2023) of our NEOs' compensation is performance-based and not guaranteed. The following table summarizes each of the primary components of our executive compensation program, their respective types (fixed or variable (i.e., at risk and not guaranteed)), their respective primary objectives and the related actions taken in 2023 with respect to each of them:

  29. Role of Management in Establishing Compensation

    | Pay Component | Fixed or Variable | Primary Objectives | 2023 Actions | | Base Salary | Fixed Short-Term Cash | •To attract, retain and motivate high-quality executives to lead our complex global business with competitive salaries based on each executive's responsibilities, individual performance, internal pay equity, compensation history and potential | •No formulaic base salary increases or guarantee of increases •Reflects individual performance and changes in the competitive marketplace for talent Effective April 1, 2023, our CFO's base salary was increased to reflect new oversight responsibilities relating to ESI's Human Resource and IT functions. | | Annual Bonus Plan | Variable Short-Term Cash | •Granted annually for prior year performance to attract, retain and motivate key executives •To reward achievement of annual financial and individual performance targets set in conjunction with annual budget process •Each executive's annual bonus target opportunity is determined based on his/her responsibilities, individual performance and internal pay equity | In 2023, changes were made to reduce complexity, enable stronger alignment between performance and payout and allow for greater predictability in the Plan outcomes. See "Cash Compensation - Annual Bonus Plan (Variable)" below. Overall structure: •Bonus pool funding based on adjusted EBITDA achievement •Performance metrics to determine payouts | | LTI Program | Variable Long-Term Equity Grants | •To motivate and reward efficient capital allocation, growth and long-term stockholder value creation •To align executives’ interests with those of stockholders by paying 100% of the earned award in shares of our common stock (plus the value of accrued dividend equivalents in cash upon vesting) | Same 3-year LTI program as in 2022: •67% PRSUs with adjusted EBITDA CAGR and cash return on investment ("CRI") as underlying performance metrics •33% Time-based restricted stock units ("RSUs") vesting in 1/3 increments over three years and which value at vesting is based upon the Company's stock price | | Benefits and Other Perquisites | __ | •To attract and retain executive officers with appropriate health and welfare benefits consistent with the marketplace and what is offered to our employees in general •Convey additional value in connection with performing employment tasks | Generally consistent with 2022 |

  30. Role of Management in Establishing Compensation

    | 2023 Key Changes & Highlights | | Revised Annual Bonus Plan (short term) | | •Annual cash bonuses begin building at 90% of Target | | •50% of annual bonus funded at 93% of Target | | •Bonus payout based on simplified mix of performance metrics | | •No discretion used in Annual Bonus Plan payouts | | LTI Awards (3-year program) | | •Adjusted EPS replaced with cash return on investment (CRI) in 2022 | | •Tied to adjusted EBITDA CAGR and CRI, driving stockholder value | | LTI Awards (5-year program) | | •Tied to adjusted EPS and relative TSR, driving long-term stockholder value |

  31. Role of Management in Establishing Compensation

    Base salary is the only fixed portion of the NEOs' total direct compensation. This cash compensation is intended to attract, motivate and retain the quality executives we need to lead our complex global business. Base salaries are set on an annual basis to compensate executives for their leadership and responsibilities while fostering sustained individual performance. No formulaic base salary increases or guarantee of base salary increases are provided to the NEOs. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive. In general, base salaries are initially established through arm’s-length negotiation at the time the executive officer is hired or promoted, taking into account factors such as the executive officer’s qualifications, experience and intended role at the Company. The Compensation Committee sets or increases the salary of each executive as part of its annual compensation review process. Adjustments may be decided, as appropriate, based on individual contributions, prior experience and sustained performance. From time to time, base salaries are also benchmarked against the practices of our Peer Group and other market data and reviewed in the case of promotions or other significant changes in responsibility. The base salary earned in 2023 by each NEO is reflected in the "Salary" column of the 2023 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below. Effective April 1, 2023, our CFO's base salary was increased to reflect new oversight responsibilities relating to ESI's Human Resource and IT functions.

  32. Role of Management in Establishing Compensation

    | Cash Compensation - Annual Bonus Plan (Variable) |

  33. Role of Management in Establishing Compensation

    Our Annual Bonus Plan is performance-based and at-risk. Cash bonuses are awarded annually by the Compensation Committee to provide incentives toward specific financial and operational performance targets and reward the achievement of these objectives, at both the corporate and segment levels. Operational performance targets are set in conjunction with the Company's annual budget process. On an annual basis, the Compensation Committee reviews the Company's annual and long-term financial goals, operational plans, strategic initiatives and actual results for the prior year. The Committee then establishes the Annual Bonus Plan for the year, including the financial performance metrics to be used to measure Company performance, their relative weighting, the available bonus pool and, for each participating employee, including the NEOs, the Annual Bonus Plan target opportunity as a percentage of his or her current base salary. Payments under the Annual Bonus Plan are typically made in the first quarter of the year following the year in which the bonus was earned and after the close of the audit of the Company's annual financial results. To determine the bonus payout for the year, the Compensation Committee establishes a bonus pool factor (the "Bonus Pool Factor"), which is calculated as the available bonus pool at the applicable adjusted EBITDA performance level (as set by the Compensation Committee) divided by the target level bonus payout in dollar terms, which can range from 0% to a maximum set by the Compensation Committee each year. To the extent the Bonus Pool Factor is greater than zero, the Compensation Committee then assesses the achievement of certain performance metrics (collectively, the "Performance Metrics") to determine corporate, segment and individual performance using a weighting formula. The Bonus Pool Factor is then applied to the results of such Performance Metrics and to each individual's Annual Bonus Plan target opportunity in order to determine the actual bonus payout of such individual (as further explained below):

  34. Role of Management in Establishing Compensation

    | Annual Bonus Plan Formula | | Payout = [Bonus Pool Factor X 50% ] + [Bonus Pool Factor X Attainment % of Performance Metrics X 25%] + [Bonus Pool Factor X Attainment % of Individual Objective X 25%] |

  35. 2023 Annual Bonus Plan

    2023 Annual Bonus Plan In February 2023, the Compensation Committee made certain changes to our Annual Bonus Plan, which were mainly intended to reduce the complexity of the plan and strengthen the incentives of the program by creating greater certainty and predictability. We believe these revisions enable stronger alignment between incentives, performance and payouts: •Bonus Pool Build Up: A 50% adjusted EBITDA threshold performance level was added between the 0% payout level and the 100% target level for the determination of the applicable Bonus Pool Factor. This change reduces the formerly steep 0%-100% linear interpolation between threshold and target levels. •Adjusted EBITDA Centric: At the consolidated corporate level, 50% of the cash bonus was linked to adjusted EBITDA performance (which establishes the Bonus Pool Factor), with adjustments for translational foreign exchange impacts and certain transaction and restructuring costs associated with predetermined strategic initiatives directed by the Board and which the Board did not want to affect management's incentives. •Focused Performance Metrics: In addition to 50% of the cash bonus linked to adjusted EBITDA performance, the remaining 50% was tied to a reduced number of performance metrics in 2023, which were focused on metrics we believe are most directly correlated to stockholder value creation: free cash flow and adjusted EPS (as the individual objectives). As a result of these changes, the Bonus Pool Factor and Performance Metric weightings under the 2023 Annual Bonus Plan were as follows:

  36. 2023 Annual Bonus Plan

    | Annual Bonus Plan Design | | | Bonus Pool Factor (0-200%) | 50% Weighting | | •Bonus Pool funded by Adjusted EBITDA | | | •Bonuses begin building at 90% of Target | | | •50% of pool funded at 93% of Target | | | •100% of pool funded at Target | | | •200% of pool at "Stretch" (maximum) | | | Performance Metrics (0-100%) | 50% Weighting |

  37. 2023 Annual Bonus Plan

    | | Adjusted EPS | Free Cash Flow | | NEO Weighting | 25% | 25% |

  38. 2023 Annual Bonus Plan

    We believe the Performance Metrics selected for our Annual Bonus Plan translate to stockholder value creation and are transparent to both employees and stockholders. The specific reasons for selecting each of them are indicated below:

  39. 2023 Annual Bonus Plan

    | Performance Metric | Reasons for Selection | | Adjusted EBITDA* | •Key indicator of the Company's operating performance •Key aspect of budget planning across the organization •Aligns corporate and stockholders' interests | | Adjusted EPS* | •Key indicator of the Company's earnings power •Correlates to stockholder value creation | | Free cash flow* | •Key metric used by management to assess business performance |

  40. 2023 Annual Bonus Plan

    * For definitions of these non-GAAP financial measures, see "APPENDIX B – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement

  41. Performance Targets and Achievements

    Performance Targets and Achievements Bonus Pool Funding Metric The following table summarizes the 2023 performance targets of our bonus pool funding metric and its actual result in 2023. The minimum achievement level required for any payout was set at 90% of the Target level. Regardless of performance with respect to any other Performance Metrics, if achievement was below 90% of Target, no cash bonuses were earned. The maximum payout potential was 200% (Stretch level).

  42. Performance Targets and Achievements

    | Bonus Pool Funding Metric | Consolidated Corporate Level | | | | | | | No Bonus (0% payout) | Threshold (50% payout) | Target (100% payout) | Stretch (200% payout) | 2023 Actual Result | | Pre-Bonus Adjusted EBITDA* | $486 million | $501 million | $541 million | $646 million | $495 million** |

  43. Performance Targets and Achievements

    | Performance Metrics | Threshold (50% payout) | Target (100% payout) | 2023 Actual Results* | | Adjusted EPS* | $1.40 | $1.43 | $1.29 | | Free cash flow* | $250 million | $275 million | $282 million |

  44. 2023 Annual Bonus Plan Payouts

    2023 Annual Bonus Plan Payouts In 2023, the minimum adjusted EBITDA achievement level of 90% of Target was exceeded and each NEO was eligible to receive a payout. These payouts directly reflected the Compensation Committee’s assessment of the NEOs’ performance against the financial and strategic objectives of the Company. Based on the performance of adjusted EBITDA, our funding pool metric, the Bonus Pool Factor approved in 2023 was 29%. Taking into account the respective Annual Bonus Plan target opportunities of our CEO (110%), CFO and GC (100%), and Head of Electronics and former Head of I&S (75%) and using the formula described above considering both the Bonus Pool Factor and Performance Metrics, each of Messrs. Gliklich, Capps, Dorman and D'Ambrisi received a total Annual Bonus Plan payout equivalent to 21% of their respective Annual Bonus Plan target opportunities. In connection with his retirement in 2023 and the related separation agreement, Mr. Goralski and the Company had agreed on a payment in lieu of his annual cash bonus equal to 65% of his target bonus opportunity for 2023. See "— Employment Arrangements" below. The 2023 Annual Bonus Plan payouts to our NEOs are included in the "Non-Equity Incentive Plan Compensation" column of the 2023 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.

  45. 2023 Annual Bonus Plan Payouts

    | Equity-Based Long-Term Incentives - LTI Program (Variable) |

  46. 2023 Annual Bonus Plan Payouts

    Our LTI Program is designed to align the financial interests of our executives with those of the Company's stockholders by rewarding the achievement of specific pre-established financial metrics over multi-year performance periods, therefore creating long-term stockholder value. The Compensation Committee believes that stockholders’ interests are best served by balancing the focus of executives’ decisions between short- and long-term measures. It also believes that providing executives with opportunities to hold significant stakes in the Company growth incentivizes and rewards them for sound business decisions and high-performance team environments while fostering the accomplishment of short- and long-term strategic objectives and improvement in stockholder value, all of which are essential to our ongoing success.

  47. 2023 LTI Program

    2023 LTI Program In 2023, the mix of equity-based incentive awards remained 67% PRSUs and 33% RSUs, with the PRSUs vesting after a three-year performance period and the RSUs vesting in 1/3 annual increments over three years. The performance metric mix also remained the same as in 2022: adjusted EBITDA CAGR (50% weighting) and cash return on investment ("CRI")(50% weighting). In 2022, the Company had replaced adjusted EPS with CRI to address stockholder feedback received during our 2021-2022 stockholder engagement. The Compensation Committee believes that commencing a new three-year cycle each year provides a regular opportunity to align goals with the Company's ongoing strategic planning process, to reflect its evolving business priorities and market factors and, when applicable, to re-evaluate long-term strategy and relevant metrics. With respect to PRSUs, to the extent that the Company's results meet the minimum or the maximum financial goals, the actual payout to the NEOs could be significantly less or more than the initial total PRSU target award, with the recipient of 2023 LTI Awards eligible to earn up to 200% of the number of PRSUs initially granted or as few as zero shares at the end of the three-year cycle. These terms are consistent with those of the PRSUs and RSUs granted to other Company employees. In addition, the 2023 RSU and PRSU awards include dividend equivalents, which accrue for each declared dividend following the grant date but which will not be converted into cash dividends until the restricted shares underlying the grants are earned, vested and converted into shares of our common stock. A more detailed description of the 2023 LTI Awards is included below:

  48. Performance-Based Restricted Stock Units (PRSUs)

    Performance-Based Restricted Stock Units (PRSUs) The number of PRSUs granted to an executive was determined by multiplying 67% of the total LTI Program target award (in dollar value) of such executive by the per share value of the Company's common stock on the business day prior to the grant date. The number of PRSUs granted represents a target number of PRSUs that the executive has the opportunity to receive. The actual number of PRSUs awarded to the executive at the end of the applicable three-year performance period is determined based on the achievement by the Company of pre-established constant currency adjusted EBITDA CAGR and CRI goals. The following table summarizes the 2023 performance levels for each of these performance metrics, and their respective weighted payout percentage:

  49. Performance-Based Restricted Stock Units (PRSUs)

    | 2023 PRSU Performance Levels | | | | | | Performance Metrics | Threshold (50% payout) | Target (100% payout) | Stretch (200% payout) | Weighted Payouts | | 3-Year Constant Currency Adj. EBITDA CAGR* | 3.5% | 5.0% | 6.5% | 50% | | 3-Year CRI* | 43.2% | 43.9% | 44.7% | 50% | | | | | | 100% |

  50. Performance-Based Restricted Stock Units (PRSUs)

    * For definitions of these non-GAAP measures, see "APPENDIX B – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement CRI replaced adjusted EPS in 2022 upon stockholders' feedback recommending that we consider a "returns-based" metric. CRI is used internally to measure the performance of our businesses, including acquired businesses, based on their ability to generate cash flow relative to the capital invested in them. Combined with constant currency adjusted EBITDA CAGR, the second performance metric underlying our PRSU grants, we believe our program focuses participants on stockholder-aligned objectives that correlate with long-term value creation. Holders of PRSUs have no voting or dividend rights with respect to the PRSUs they received until issuance of the vested shares. Depending on performance achievement, each 2023 PRSU represents a contingent right to receive up to 2 shares of the Company's common stock. Each 2023 PRSU also provides for the accrual of dividends equivalents, which are subject to the same vesting, payment and other terms and conditions as the PRSUs. Upon vesting, holders of the 2023 PRSUs are entitled to receive such dividends in cash with a value equal to the amount of dividends accrued on the shares underlying the number of PRSUs that actually vest. PRSUs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company. The number and grant date fair value of the PRSUs granted in 2023 to each NEO are listed in the "Target" column under "Estimated Future Payouts Under Equity Incentive Plan Awards" and "Grant Date Fair Value of Stock and Option Awards" of the Grants of Plan-Based Awards in 2023 table under "EXECUTIVE COMPENSATION TABLES" below.

  51. Time-Based Restricted Stock Unit (RSUs)

    Time-Based Restricted Stock Unit (RSUs) The number of RSUs granted to an executive was determined by multiplying 33% of the total LTI Award (in dollar value) for such executive by the per share value of the Company's common stock on the business day prior to the grant date. RSU vesting is based on the passage of time with a value at vesting directly related to the value of our common stock which promotes retention of key executives and provides direct alignment between the interests of our executives and stockholders. Each RSU represents a contingent right to receive one share of the Company's common stock and vests annually in 1/3 increments over a three-year period, subject to continuous service. Holders of RSUs have no voting rights with respect to the RSUs they received until issuance of the vested shares. Each 2023 RSU also provides for the accrual of dividends equivalents, which are subject to the same vesting, payment and other terms and conditions as the RSUs. Upon vesting, holders of the 2023 RSUs are entitled to receive such dividends (in cash for NEOs) with a value equal to the amount of dividends accrued on the shares underlying the number of RSUs that actually vest. RSUs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company. The number and grant date fair value of the 2023 RSUs granted to each NEO are listed in the columns titled "All Other Stock Awards: Number of Shares of Stock or Units" and "Grant Date Fair Value of Stock and Option Awards" of the Grants of Plan-Based Awards in 2023 table under "EXECUTIVE COMPENSATION TABLES" below.

  52. Time-Based Restricted Stock Unit (RSUs)

    | Benefits and Other Perquisites |

  53. Time-Based Restricted Stock Unit (RSUs)

    We provide employees, including the NEOs, with benefits and other perquisites that are designed to assist in attracting and retaining skilled employees and to be competitive with market practice. In 2023, in addition to base salary, cash awards under our Annual Bonus Plan and equity-based LTI Awards under our LTI Program, we provided and continue to provide the following executive benefit programs to our NEOs, other executives and employees in general:

  54. Change in Control Agreements

    Change in Control Agreements As further described under "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below, we have entered into change in control agreements (the "CIC Agreements") with each of the NEOs, a form of which was previously filed with the SEC. The CIC Agreements contain severance provisions subject to a double-trigger provision that requires both a change in control of the Company (as defined in the CIC Agreements) and separation from service within a period from six months prior to a change in control to two years following the change in control. In line with best practices, our CIC Agreements do not: •have a liberal definition of change in control •provide termination payments or benefits without involuntary job loss or substantial diminution of duties •provide termination cash payments in excess of 3 (for our CEO) or 2 (for our other NEOs) times base salary and annual cash target bonus •provide for tax gross-ups The Compensation Committee periodically reviews the form of CIC Agreement against practices of our Peer Group and industry trends as well as the list of executives eligible for this agreement. We believe CIC Agreements serve the best interests of the Company and our stockholders by allowing our executives to exercise sound business judgment without fear of significant economic loss in the event they lose their employment with the Company as a result of a change in control. The Compensation Committee also believes, from its experience and based upon the advice of independent compensation consultants, that such arrangements are competitive, reasonable and necessary to attract, motivate and retain key executives. The CIC Agreements do not materially affect the Compensation Committee’s annual compensation determinations as the terms of such agreements are triggered only in connection with a change in control.

  55. Other NEOs

    Other NEOs None of the NEOs is a party to an employment agreement. Their respective total direct compensation is approved by the Compensation Committee and generally determined by the compensation plans in which they participate or other arrangements as described above and in "Potential Payments upon Termination or Change in Control" under "EXECUTIVE COMPENSATION TABLES" below. In addition, as indicated above, their respective base salary is reviewed, determined and approved on an annual basis by the Compensation Committee with no formulaic base salary increases or guarantee of base salary increases. Each of the NEOs has entered into a CIC Agreement in connection with their respective appointment as an executive officer of the Company; which agreement is the Company's standard form of CIC Agreement since 2016. The CIC Agreement governs the payments to be received by each of them only upon a change in control (as defined in the CIC Agreements). See "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below. Our Certificate of Incorporation and our Amended and Restated By-Laws provide that we will indemnify, to the fullest extent permitted by applicable law, any of our officers, including each NEOs, against any and all costs, expenses or liabilities incurred by them by reason of being or having been an officer of the Company.

  56. Feedback From Stockholders

    Feedback From Stockholders During our discussions with stockholders, the most commonly expressed concern related to the discretionary adjustments applied to the 2022 payouts under our Annual Bonus Plan for the benefit of our employees, including our NEOs. Additionally, some stockholders commented on the executive stretch awards granted to our NEOs in 2022 and their alignment with long-term value creation to stockholders considering that satisfying their performance condition is currently not probable. To a lesser extent, certain stockholders questioned the TSR component of these grants and the alignment of this metric with performance. Finally, some stockholders requested more disclosure about, and a better understanding of the reasons for the quantum of, the increased advisory fee paid to Mariposa Capital since 2019. Our Compensation Committee considered this feedback in its discussions regarding our 2023 compensation which, with respect to the Annual Bonus Plan, aligned with steps that it had already proactively undertaken, as described below. In the context of our 2023 engagement, the Compensation Committee aimed to balance addressing stockholders’ concerns while also being mindful that other stockholders had supported and encouraged us to maintain the existing program, including through their 2023 and 2022 Say-on-Pay votes. The Compensation Committee believes the changes made to the Annual Bonus Plan align with stockholder interests and incentivize our NEOs to execute on strategies for long-term success while maintaining aspects of our compensation program that we believe promote exceptional performance and help attract and retain talent of the caliber required to support Company growth.

  57. How We Responded

    How We Responded Annual Bonus Plan We are a pay-for-performance Company and our Annual Bonus Plan aims to maintain alignment between pay and performance by awarding cash bonuses only upon the achievement of defined and pre-established performance targets. Our Compensation Committee supports this formulaic approach to annual bonuses. However, it also recognized that our 2022 Annual Bonus Plan was complex and rather off market in that it provided limited flexibility for taking into account external circumstances, such as macroeconomic instability. Pursuant to the 2022 plan, our bonus pool was not funded in the event performance targets were missed by 5%. In 2022, Company results were below threshold level, but due mostly to unforeseen and materially-disruptive events, including macroeconomic headwinds, substantial inflation and rampant COVID-related shutdowns. In absolute, this meant that no cash bonuses would have been paid despite the overall quality of Company performance and the efforts of our teams for the year. When assessing the 2022 bonus payouts, the Compensation Committee considered this challenging 2022 global economic backdrop, the qualitative targets and cost reduction initiatives that had been nonetheless achieved and implemented that year, and the impact of bonus outcomes on employee morale and retention in a challenging and competitive employment market. Ultimately, the Compensation Committee exercised reasonable discretion as it deemed appropriate in order to compensate for special circumstances beyond the Company's control while rewarding the teams for their resilience and providing incentives to excel in this changed environment going forward. The Compensation Committee agrees with stockholders and acknowledges that discretion should be applied only under exceptional circumstances. For that reason, the Compensation Committee proactively acted ahead of the 2023 Annual Meeting to reduce complexity of the Annual Bonus Plan, allow for greater predictability in terms of outcomes and therefore mitigate the need for discretionary actions in the future. These revisions were also made to further align the plan with market practices and reinforce its intrinsic incentive purpose for the benefit of our employees and the Company. Starting in 2023, the bonus pool funding began to build at 90% of the adjusted EBITDA Threshold level with 50% of the bonus pool funded at 93% of that Threshold level. In addition, the mix of performance metrics was simplified with 50% of bonuses linked to adjusted EBITDA performance and 50% linked to a reduced number of performance metrics, which were focused on metrics we believe are most directly correlated to stockholder value creation: free cash flow and adjusted EPS (as the individual objectives). We believe these revisions enable stronger alignment between incentives, performance and payouts. See "— Components of our Executive Compensation Program — Cash Compensation - Annual Bonus Plan (Variable)" above for more detail. Executive Stretch Awards The executive stretch awards granted in February 2022 were approved following a comprehensive review of the Company’s compensation programs by Willis Towers Watson, an independent compensation consultant. These special awards are part of a multi-year incentive compensation program to incentivize extraordinary achievement as well as promote successful management and capital allocation over a five-year performance period. Issued in the form of PRSUs, these awards are tied to two performance metrics directly correlated to stockholder value creation: adjusted EPS ($2.72 target by December 31, 2026) and the growth in our relative total shareholder return ("TSR") during the performance period. The $2.72 adjusted EBITDA target is currently not expected to be achieved. However, these grants represent robust incentives based on a proven compensation structure. Under our prior 2019 stretch program, the outcome of the applicable performance conditions was deemed improbable at grant date but became probable in 2021 due to the leaderships of our teams which translated into Company strong financial results that year. In 2021, our adjusted EPS target of $1.36 per share was achieved, which was two years ahead of 2023, our then publicly-disclosed timing for achieving this adjusted EPS target. That performance from 2019 to 2021 directly translated into significant stockholder value accretion. In addition to their underlying challenging adjusted EPS target, the 2022 stretch awards incorporate a market performance element, the Company's relative TSR, which is expressed as a relative percentile ranking of the Company among the TSR of companies in the S&P Midcap 400 Index (the "TSR Benchmark Group). The TSR Benchmark Group is comprised of companies that we benchmark for financial performance that are global companies within similar industries, which reduces the potential impact (positively or negatively) of sector rotation during the performance period. Relative TSR is used as a modifier with a minimum of 0.85 (TSR in the lowest quartile of the TSR Benchmark Group), an intermediate of 1 (TSR between 25th and 75th percentiles) and a maximum of 1.15 (TSR in the top quartile). We believe these exceptional stretch awards support exceptional Company growth as they are designed to reward exceptional performance, therefore driving long-term stockholder value. The $2.72 adjusted EPS target by December 31, 2026 is, by design, more ambitious than the $2.50 adjusted EPS target announced in 2022 as part of the Company's five-year growth objectives. We also believe the relative TSR performance incentivizes management to outperform the market in any business environment, therefore encouraging resilience and building long-term stockholder value. As indicated above, the stretch award program is a five-year incentive program and we do not plan to exercise any discretionary adjustments or implement any additional stretch program until termination of the current program. Mariposa Capital Advisory Fee The Mariposa Capital advisory fee had been temporarily increased in 2019 in connection with our transition to a new, less experienced management team based on enhanced responsibilities required of our Executive Chairman in developing such management team and in taking a more active role in managing capital structure, capital allocation and certain other strategic functions. In response to stockholders' feedback and given the management team's demonstrated leadership skills and experience gained over the past five years under the guidance of Mariposa Capital, the Mariposa Capital advisory fee was decreased to an annualized amount of $2 million in 2024. During this engagement, we confirmed that most stockholders understood the rationale behind the adjustments, grants and advisory fee described above as well as their strategic purpose. Stockholders were generally supportive of our multi-layer compensation program and pay practices. Regardless, to further align the Company's interests with those of our stockholders, the following actions were taken: •Compensation Committee Refreshment: In anticipation of the 2024 Annual Meeting and assuming Ms. Susan W. Sofronas, our new independent director nominee, is appointed, the Board expects changes to the composition of its Compensation Committee to become effective as of the date of the meeting with Mr. Michael F. Goss to be appointed as new Chair in replacement of Mr. Christopher T. Fraser. Mr. Goss would bring to the Compensation Committee his experience as a compensation committee member of Whole Earth Brands, Inc. to guide our executive compensation planning. See "CORPORATE GOVERNANCE - Board Committees - Anticipated New Committee Memberships" above.

  58. How We Responded

    | Feedback From Stockholders | How We Responded | | Discretionary adjustments do not reflect a pay-for-performance philosophy | •Adjustments were made to compensate for special circumstances beyond the Company's control •The Annual Bonus Plan was nonetheless revised to reduce complexity, allow for greater predictability in its outcomes and enable a stronger alignment between Company performance and payouts | | Stretch awards do not align with value creation to stockholders considering that achieving performance condition is currently not probable | •The stretch awards are exceptional incentives supporting exceptional Company growth and therefore stockholder value accretion •These awards are an integral part of our multi-layer compensation program •No discretionary adjustments or additional grants are anticipated within this performance period | | Relative TSR construct in the stretch awards does not sufficiently align with performance | •We enhanced disclosure relating to relative TSR levels •In addition to a challenging adjusted EPS target, the relative TSR performance incentivizes management to outperform the market in any business environment, therefore encouraging resilience and building long-term stockholder value | | Rationale behind the Mariposa Capital advisory fee after five years | •The advisory fee was temporarily increased in connection with a transition to a new, less experienced management team in 2019 •In 2024, the advisory fee was decreased to an annualized amount of $2 million considering our management team's demonstrated skills and experience over the past five years under the guidance of Mariposa Capital |

  59. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following summary compensation table sets forth the annual and long-term compensation of our named executive officers in 2023 (collectively, the "NEOs"):

  60. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Benjamin Gliklich President & CEO | 2023 | 1,000,000 | — | 3,500,013 | — | 231,000 | — | 46,625 | 4,777,638 | | | 2022 | 968,750 | — | 3,500,002 | — | 570,000 | — | 23,322 | 5,062,074 | | | 2021 | 846,250 | — | 2,492,919 | — | 1,750,000 | — | 18,480 | 5,107,649 | | Carey J. Dorman CFO | 2023 | 556,250 | — | 1,000,004 | — | 120,750 | — | 24,093 | 1,701,097 | | | 2022 | 485,000 | — | 750,018 | — | 285,000 | — | 20,287 | 1,540,305 | | | 2021 | 425,160 | — | 573,379 | — | 880,000 | — | 18,480 | 1,897,019 | | John E. Capps GC | 2023 | 576,800 | — | 600,018 | — | 122,304 | — | 23,954 | 1,323,076 | | | 2022 | 556,250 | — | 599,991 | — | 319,200 | — | 20,326 | 1,495,767 | | | 2021 | 540,750 | — | 598,311 | — | 1,090,000 | — | 18,480 | 2,247,541 | | Joseph J. D'Ambrisi Head of Electronics | 2023 | 497,336 | — | 500,002 | — | 79,091 | 77,800 | 23,990 | 1,178,219 | | | 2022 | 470,888 | — | 800,005 | — | 214,566 | (441,201) | 20,208 | 1,064,466 | | | 2021 | 432,085 | — | 523,516 | — | 652,500 | (18,236) | 18,480 | 1,608,345 | | Michael Goralski Former Head of Industrial & Specialty | 2023 | 434,969 | — | 500,002 | — | 214,106 | 36,300 | 23,125 | 1,208,502 | | | 2022 | 419,225 | — | 527,863 | — | 128,274 | (134,203) | 20,011 | 961,170 | | | 2021 | 406,250 | — | 398,874 | — | 517,152 | (7,193) | 18,480 | 1,333,563 |

  61. 2023 Summary Compensation Table

    (1) Reflects base salary rates in effect as of April 1, 2023, for Messrs. Gliklich ($1,000,000), Dorman ($575,000), Capps ($582,400), D'Ambrisi ($502,160) and Goralski ($439,190). (2) The amounts in this column represent the aggregate grant date fair value of equity awards granted during each respective year computed in accordance with FASB ASC Topic 718. For details on and assumption used in calculating the grant date fair value of the RSUs and PRSUs, see Note 8, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2023 Annual Report, our annual report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 22, 2023 and our annual report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 23, 2022. The grant date fair value attributable to the PRSUs pertains to the 100% target level of these awards payable in shares of the Company's common stock and assumes that the performance conditions are satisfied based on the probable outcome of such conditions. The maximum grant date potential values for the 2023 PRSU Awards to Messrs. Gliklich, Dorman, Capps, D'Ambrisi and Goralski are $4,666,711, $1,333,352, $800,051, $666,696 and $666,696, respectively (although the value of the actual payout would be dependent upon the price of the Company's common stock and accrued dividend equivalents at the time of the payout). (3) The amounts reported in this column reflect annual cash incentive awards earned under the Annual Bonus Plan in 2023, 2022 and 2021. In connection with his retirement in 2023 and the related separation agreement, Mr. Goralski and the Company had agreed on a payment in lieu of his annual cash bonus equal to 65% of his target bonus opportunity. Payments under this program are typically made in the first quarter of the year following the year in which the bonus was earned after finalization of the Company's audited consolidated financial statements. See "COMPENSATION DISCUSSION AND ANALYSIS — Components of our Executive Compensation Program — Cash Compensation — Annual Bonus Plan (Variable)" above. (4) This column indicates the change in pension value under the Pension Plan as shown in the 2023 Pension Benefits table below from December 31, 2022 to December 31, 2023, December 31, 2021 to December 31, 2022 and December 31, 2020 to December 31, 2021, calculated using ASC 715 disclosure assumptions (except where indicated) for year-end 2023, 2022 and 2021, respectively. These assumptions include changes in value due to changes in discount rates, mortality assumptions, retirement age assumptions, and additional pay accruals. Service accruals for the Pension Plan, as well as pay accruals for the Pension Plan, ended on December 31, 2013 due to the plan freeze. Messrs. D'Ambrisi and Goralski were the only NEOs eligible to participate in the Pension Plan. The total benefit value in 2023 for Mr. D'Ambrisi and Mr. Goralski increased by $77,800 and $36,300, respectively. For more information, see "— 2023 Pension Benefits" below. (5) These amounts in 2023 consist of (i) accrued dividend equivalents paid in cash by the Company upon vesting in 2023 of RSU awards: $14,336 to Mr. Gliklich, $3,213 to Mr. Dorman, $3,074 to Mr. Capps, $3,110 to Mr. D'Ambrisi and $2,245 to Mr. Goralski; (ii) Company-sponsored life insurance: $1,080 for each NEO; (iii) Company contribution to the 401(k) Plan: $19,800 for each NEO; and (iv) with respect to Mr. Gliklich, life insurance annual premiums paid by ESI: $11,409. Company contributions to the 401(k) Plan for each NEO represent the aggregate match and non-elective contributions made by the Company to each NEO in 2023. From time to time, family members of executives may accompany them on a business-related flight aboard a private aircraft. There is no incremental cost to the Company for the use of such flights and therefore such items are not reflected in the amounts above.

  62. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth the cash bonus under the Annual Bonus Plan and the equity LTI Awards granted in 2023 to each of the NEOs with the aggregate grant date fair value of each grant disclosed on a grant-by-grant basis. For more information about our 2023 Annual Bonus Plan and LTI Program, see "Cash Compensation — Annual Bonus Plan (Variable)" and "Equity-Based Long-Term Incentives — LTI Program (Variable)" under "COMPENSATION DISCUSSION AND ANALYSIS — Components of the Executive Compensation Program" above.

  63. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Benjamin Gliklich | Bonus | — | — | 1,100,000 | 2,200,000 | — | — | — | — | — | — | — | | | PRSUs(2) | 2/13/23 | — | — | — | 58,686 | 117,372 | 234,744 | — | — | — | 2,333,355 | | | RSUs | 2/13/23 | — | — | — | — | — | — | 58,685 | — | — | 1,166,658 | | Carey J. Dorman | Bonus | — | — | 575,000 | 1,150,000 | — | — | — | — | — | — | — | | | PRSUs(2) | 2/13/23 | — | — | — | 16,768 | 33,535 | 67,070 | — | — | — | 666,676 | | | RSUs | 2/13/23 | — | — | — | — | — | — | 16,767 | — | — | 333,328 | | John E. Capps | Bonus | — | — | 582,400 | 1,164,800 | — | — | — | — | — | — | — | | | PRSUs(2) | 2/13/23 | — | — | — | 10,061 | 20,122 | 40,244 | — | — | — | 400,025 | | | RSUs | 2/13/23 | — | — | — | — | — | — | 10,060 | — | — | 199,993 | | Joseph J. D'Ambrisi | Bonus | — | — | 376,620 | 753,240 | — | — | — | — | — | — | — | | | PRSUs(2) | 2/13/23 | — | — | — | 8,384 | 16,768 | 33,536 | — | — | — | 333,348 | | | RSUs | 2/13/23 | — | — | — | — | — | — | 8,383 | — | — | 166,654 | | Michael Goralski | Bonus | — | — | 329,390 | 658,780 | — | — | — | — | — | — | — | | | PRSUs(2) | 2/13/23 | — | — | — | 8,384 | 16,768 | 33,536 | — | — | — | 333,348 | | | RSUs | 2/13/23 | — | — | — | — | — | — | 8,383 | — | — | 166,654 |

  64. Grants of Plan-Based Awards in 2023

    (1) Amounts shown represent the payouts under the Annual Bonus Plan for 2023 at each payout level based on base salary rates in effect as of December 31, 2023. Depending on the Bonus Pool Factor and achievement of the Performance Metrics, each NEO had the opportunity to earn up to 200% of his Annual Bonus Plan target opportunity, which represents a percentage of their respective base salary: 110% for Mr. Gliklich, 100% for Messrs. Dorman and Capps and 75% for Messrs. D'Ambrisi and Goralski. The actual payouts for 2023 can be found in the "Non-Equity Incentive Plan Compensation" column of the 2023 Summary Compensation Table above. For more information about our Annual Bonus Plan, see "COMPENSATION DISCUSSION AND ANALYSIS — Components of the Executive Compensation Program — Cash Compensation — Annual Bonus Plan (Variable)" above. (2) Amounts shown in the "Target" column are the number of PRSUs granted in 2023 under the 2013 Plan and which will be earned if adjusted EBITDA CAGR and CRI each achieves their target goals of 5.0% and 43.9%, respectively. The "Threshold" column (50% of Target) corresponds to the number of PRSUs earned if adjusted EBITDA CAGR and CRI each achieves their threshold goals of 3.5% and 43.2%, respectively. The "Maximum" column (200% of Target) corresponds to the number of PRSUs earned if adjusted EBITDA CAGR and CRI each achieves their stretch goals of 6.5% and 44.7%, respectively. For additional information about the 2023 PRSU awards, see "Components of our Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above. (3) The amounts in this column represent the grant date fair value of the LTI Awards granted to the NEOs in 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair value of PRSU awards pertains to the 100% target portion of these awards payable in shares of the Company's common stock and assumes that the performance conditions are satisfied based on their probable outcome. For further details on and assumption used in calculating the grant date fair value of LTI Awards, see Note 8, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2023 Annual Report. Pursuant to the terms of their PRSU and RSU grants, the NEOs, and all other employees, are entitled to an accrual of dividend equivalents with a value equal to the cash amount of dividends accrued on the shares underlying the number of PRSUs or RSUs that actually vest.

  65. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table summarizes information regarding the outstanding PRSUs, RSUs and SOPs held by each NEO at December 31, 2023:

  66. Outstanding Equity Awards at Year End

    | | | | | | | Stock Awards(1) | | | | | | | Option Awards(1) | | | | Time-Based RSUs | | Performance-Based RSUs | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Award: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Benjamin Gliklich | 2/13/23 | — | — | — | — | 58,685 | 1,357,971 | 117,372 | 2,715,988 | | | 2/15/22 | — | — | — | — | 33,437 | 773,732 | 100,316 | 2,321,312 | | | 2/15/22 | — | — | — | — | — | — | 1,000,000 | 23,140,000 | | | 2/17/21 | — | — | — | — | 15,764 | 364,779 | 94,590 | 2,188,813 | | | 2/19/20 | 74,564 | — | 12.25 | 2/19/30 | — | — | — | — | | | 2/20/19 | 64,227 | — | 11.34 | 2/20/29 | — | — | — | — | | | 2/21/17 | 21,695 | — | 13.30 | 2/21/27 | — | — | — | — | | | 3/16/16 | 20,637 | — | 7.95 | 3/16/26 | — | — | — | — | | Carey J. Dorman | 2/13/23 | — | — | — | — | 16,767 | 387,988 | 33,535 | 776,000 | | | 2/15/22 | — | — | — | — | 7,165 | 165,798 | 21,497 | 497,441 | | | 2/15/22 | — | — | — | — | — | — | 320,000 | 7,404,800 | | | 2/17/21 | — | — | — | — | 3,625 | 83,883 | 21,756 | 503,434 | | | 2/19/20 | 31,690 | — | 12.25 | 2/19/30 | — | — | — | — | | | 3/15/19 | 19,380 | — | 10.59 | 3/15/29 | — | — | — | — | | | 2/20/19 | 9,634 | — | 11.34 | 2/20/29 | — | — | — | — |

  67. Outstanding Equity Awards at Year End

    | | | | | | | Stock Awards(1) | | | | | | | Option Awards(1) | | | | Time-Based RSUs | | Performance-Based RSUs | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Award: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | John E. Capps | 2/13/23 | — | — | — | — | 10,060 | 232,788 | 20,122 | 465,623 | | | 2/15/22 | — | — | — | — | 5,731 | 132,615 | 17,197 | 397,939 | | | 2/15/22 | — | — | — | — | — | — | 120,000 | 2,776,800 | | | 2/17/21 | — | — | — | — | 3,783 | 87,539 | 22,702 | 525,324 | | | 2/19/20 | 39,146 | — | 12.25 | 2/19/30 | — | — | — | — | | | 2/20/19 | 33,719 | — | 11.34 | 2/20/29 | — | — | — | — | | | 2/21/17 | 21,695 | — | 13.30 | 2/21/27 | — | — | — | — | | | 5/31/16 | 25,615 | — | 9.52 | 5/31/26 | — | — | — | — | | Joseph J. D'Ambrisi | 2/13/23 | — | — | — | — | 8,383 | 193,983 | 16,768 | 388,012 | | | 2/15/22 | — | — | — | — | 7,642 | 176,836 | 22,930 | 530,600 | | | 2/17/21 | — | — | — | — | 3,310 | 76,593 | 19,864 | 459,653 | | Michael Goralski | 2/13/23 | — | — | — | — | 2,795 | 64,676 | — | — | | | 2/15/22 | — | — | — | — | 2,521 | 58,336 | 7,565 | 175,054 | | | 2/17/21 | — | — | — | — | 2,522 | 58,359 | 15,134 | 350,201 |

  68. Outstanding Equity Awards at Year End

    (1) LTI Awards become exercisable or vested in accordance with the equity award vesting summary set forth below, subject to the satisfaction of the applicable performance conditions (PRSUs) or time vesting conditions (RSUs). See "Components of our Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above. (2) This column reflects the market value at December 31, 2023 of the unvested outstanding RSUs determined by multiplying the number of shares underlying the RSUs by $23.14, the closing price of the Company's common stock on December 29, 2023, the last business day of fiscal year 2023. (3) This column reflects the market value at December 31, 2023 of the unvested outstanding PRSUs assuming achievement of a 100% target payout. The market value is determined by multiplying the number of shares underlying the PRSUs at target level by $23.14, the closing price of the Company's common stock on December 29, 2023, the last business day of fiscal year 2023. Equity Award Vesting Summary for Outstanding LTI Awards at December 31, 2023:

  69. Outstanding Equity Awards at Year End

    | Equity Award Vesting Summary | | | | PRSUs | Grant Date | Vesting upon satisfaction of performance conditions at end of performance period on: | | | 2/13/2023 | Dec. 31, 2025 (adjusted EBITDA CAGR and CRI) | | | 2/15/2022 | Dec. 31, 2024 (adjusted EBITDA CAGR and CRI) | | | 2/15/2022 | Dec. 31, 2026 (adjusted EPS and Company TSR) | | | 2/17/2021 | Dec. 31, 2023 (adjusted EBITDA CAGR and adjusted EPS) | | RSUs | Service Period | One-third vested/vests on: | | | 2/13/2023 | February 13, 2024, 2025 and 2026 | | | 2/15/2022 | February 15, 2023, 2024 and 2025 | | | 2/17/2021 | February 17, 2022, 2023 and 2024 | | SOPs | Grant Date | One-third vested on: | | | 2/19/2020 | February 19, 2021, 2022 and 2023 | | | 3/15/2019 | March 15, 2020, 2021 and 2022 | | | 2/20/2019 | February 20, 2020, 2021 and 2022 | | | 2/21/2017 | February 21, 2018, 2019 and 2020 | | | 5/31/2016 | May 31, 2017, 2018 and 2019 | | | 3/16/2016 | March 16, 2017, 2018 and 2019 |

  70. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table presents the value realized by each NEO upon vesting of stock awards during 2023. No SOPs were exercised during the year. The value realized, presented on a pre-tax basis, is based on the closing stock price per share on February 15, 2023, the vesting date ($20.58).

  71. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Award Type | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2)(3) | | Benjamin Gliklich | — | — | PRSUs(1) | 83,062 | 1,709,416 | | | — | — | RSUs(2) | 32,485 | 668,541 | | Carey J. Dorman | — | — | PRSUs(1) | 35,302 | 726,515 | | | — | — | RSUs(2) | 7,209 | 148,361 | | John E. Capps | — | — | PRSUs(1) | 43,608 | 897,453 | | | — | — | RSUs(2) | 6,651 | 136,878 | | Joseph J. D'Ambrisi | — | — | PRSUs(1) | 33,222 | 683,709 | | | — | — | RSUs(3) | 10,824 | 222,758 | | Michael Goralski | — | — | PRSUs(1) | 16,612 | 341,875 | | | — | — | RSUs(3) | 6,890 | 141,796 |

  72. Option Exercises and Stock Vested in 2023

    (1) 2020 PRSU awards (2) 1/3 increments of 2022 and 2021 RSU awards (3) 1/3 increments of 2022, 2021 and 2020 RSU awards The value of dividend equivalents paid in cash by the Company to each NEO in 2023 upon vesting of RSU awards is shown in the "All Other Compensation" column in the 2023 Summary Compensation Table under "EXECUTIVE COMPENSATION TABLES" above.

  73. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table shows the compensation payable to each NEO if the triggering events described in the headings of the table had occurred on December 31, 2023. The description below provides only estimates of the compensation that would be provided to each NEO upon their termination of employment. In the event of a separation from the Company, any actual amounts would be determined based on the facts and circumstances that exist at that time. The amounts are in addition to any accrued dividend equivalents, vested or accumulated benefits under the Pension Plan, if applicable, benefits paid by insurance providers under life and disability insurance policies, and benefits generally available to the Company's U.S. salaried employees, such as vested or accumulated benefits under the Company-sponsored life insurance, 401(k) Plan and accrued vacation. Michael Goralski retired as EVP, Head of Industrial & Specialty of the Company, effective December 31, 2023. See "COMPENSATION DISCUSSION AND ANALYSIS — Employment Arrangements" above for the actual terms of this termination of employment.

  74. Potential Payments upon Termination or Change in Control

    | | Potential Payments upon Termination or Change in Control(1) | | | | | | | | | | Termination Without Cause or for Good Reason(2) | | | | Termination Without Cause or for Good Reason Within 6 Months Prior to or 2 Years Following a Change in Control(3) | | | | | Name | Salary ($) | Bonus ($) | LTI Awards Valuation ($) | Total ($) | Salary ($) | Bonus ($) | LTI Awards Valuation ($)(4) | Total ($) | | Benjamin Gliklich | — | — | — | — | 3,000,000 | 3,300,000 | 32,862,595 | 39,162,595 | | Carey J. Dorman | — | — | — | — | 1,150,000 | 1,150,000 | 9,819,344 | 12,119,344 | | John E. Capps | — | — | — | — | 1,164,800 | 1,164,800 | 4,618,628 | 6,948,228 | | Joseph J. D'Ambrisi | 9,657 | — | — | 9,657 | 1,004,320 | 753,240 | 1,825,677 | 3,583,237 | | Michael Goralski | 8,446 | — | — | 8,446 | 878,380 | 658,785 | 706,626 | 2,243,791 |

  75. Potential Payments upon Termination or Change in Control

    (1) In accordance with SEC regulations, the total amounts in this table do not include any amount to be provided to a NEO under any arrangement which does not discriminate in scope, terms or operation and which are available generally to all salaried employees. These benefits are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e., accrued dividend equivalents, vested retirement benefits accrued as of the date of termination and the right to elect continued health coverage pursuant to COBRA). (2) With respect to Messrs. D'Ambrisi and Goralski, reflects standard terms of legacy employee agreements which provide for the payment of one week of severance pay if employment is terminated without cause (based upon their base salary at the time of the termination) in exchange for an agreement to confidentiality and non-compete provisions as well as provisions relating to the ownership of intellectual property rights, during employment and for a period of 12 months after termination. (3) Reflects the terms of the CIC Agreements, LTI Awards agreements and base salary rates effective at December 31, 2023. See "— Termination and Change in Control Arrangements" above. (4) This column includes the value of unvested PRSUs and RSUs that would be accelerated and become vested or exercisable upon termination under the CIC Agreements or the 2013 Plan, as applicable, at the discretion of the Compensation Committee. These LTI Awards are shown in the "Outstanding Equity Awards at Year End" table included above. For disclosure purposes only, it was assumed that 100% of any applicable target was achieved for all PRSUs at December 31, 2023. The value of any unvested PRSU and RSU was determined by multiplying the number of shares underlying any such PRSU and RSU at December 31, 2023 by the $23.14 closing price per share of the Company's common stock on December 29, 2023, the last business day of fiscal year 2023. All SOPs were vested at December 31, 2023. Accrued dividends on accelerated and vested PRSUs and RSUs would be paid at vesting in accordance with the terms of the applicable LTI Agreements or $880,155 to Mr. Gliklich, $261,829 to Mr. Dorman, $124,704 to Mr. Capps, $48,239 to Mr. D'Ambrisi and $23,063 to Mr. Goralski.

  76. 2023 Pension Benefits

    2023 Pension Benefits The Company's Pension Plan was frozen as of December 31, 2013 (the "Freeze Date") which means that future retirement service benefits are no longer accrued under this plan. Prior to the Freeze Date, the Pension Plan covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits of the Internal Revenue Code. Mr. D'Ambrisi and Mr. Goralski are the only NEOs eligible to participate in the Pension Plan. The following table shows the actuarial present value of their respective accumulated benefits under the plan, calculated as of December 31, 2023:

  77. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefits ($)(2) | Payment During Last Fiscal Year ($) | | Joseph J. D'Ambrisi | Pension Plan | 29.8 | 1,466,293 | — | | Michael Goralski | Pension Plan | 12.8 | 636,569 | — |

  78. 2023 Pension Benefits

    (1) The number of actual years of service of Mr. D'Ambrisi and Mr. Goralski is higher, but as per the terms of the Pension Plan their number of years credited service above is limited to the number of years of service as of the December 31, 2013 freeze. (2) These amounts were calculated as of December 31, 2023, using assumptions consistent with those used in the Company’s Consolidated Financial Statements for the year ended December 31, 2023. See Note 9, Pension, Post-Retirement and Post-Employment Plans, to the Consolidated Financial Statements included in our 2023 Annual Report for a description of these assumptions. The Pri-2012 Private Plans, Amounts-Weighted, Retirees Mortality generationally projected using MP-2021 mortality tables are used for the Pension Plan. For 2023, the discount rate was 4.95%. The present value of accumulated benefits under the Pension Plan is calculated based on single life annuities payable at the earliest unreduced retirement age (age 60 or current age at measurement, if later, for benefit “A” and age 65 for benefit “B”). This information assumes Messrs. D'Ambrisi and Goralski will not terminate, become disabled, die or retire prior to their assumed retirement age. All results shown are estimates only, actual benefits will be based on data, compensation and service at time of retirement. The following is a more detailed description of the Pension Plan: The Pension Plan is a tax qualified retirement plan that provides retirement benefits to eligible participants who terminate employment or retire from the Company after meeting certain eligibility requirements. The Pension Plan benefits are based on a participant's number of years of credited service as of the Freeze Date, and such participant's average monthly compensation, which is determined as 1/60 of his or her average compensation for the five consecutive years during which the participant received the highest compensation, within the past 10 years of the participant's credited service. For purposes of the Pension Plan, a participant's compensation is defined as total compensation from the Company for the plan year which includes overtime, commissions and bonuses. The normal retirement age under the Pension Plan at which a participant may receive an unreduced normal retirement benefit is age 60 for benefit "A" and 65 for benefit "B." Participants who complete five or more years of service with the Company may elect to receive an early retirement benefit following attainment of age 55. With respect to a "normal or late retirement," the formula used to calculate a participant's monthly pension benefit is (i) 1.50% of his or her average monthly compensation (reduced by 0.45% of the lesser of his or her monthly covered compensation and average monthly compensation) determined as of the Freeze Date (or the actual measurement date in the case of grandfathered participants, such as Mr. D'Ambrisi and Mr. Goralski), multiplied by his or her years of credited service as of the December 31, 2013 freeze, less the balance of his or her accounts, if any, converted to a life annuity under certain profit sharing plans of the Company. If a participant retires "early" and choose to begin receiving benefits before his or her normal retirement age, his or her benefit is reduced. The formula used is the sum of the monthly amount that such participant would receive if the participant retired as of the Freeze Date, plus the monthly amount such participant would be entitled to beginning at age 65 through the Freeze Date (or the actual retirement date in the case of grandfathered participants, such as Mr. D'Ambrisi and Mr. Goralski), reduced by (i) 1/3% for each month by which the participant accelerates benefit commencement (i.e., 6% per year) between age 60 and 65, and (ii) an additional 1/3% for each month (i.e., 4% per year) between age 55 and 60 by which the participant accelerates benefit commencement. Mr. D'Ambrisi is eligible to elect to receive an early retirement benefit. Participants are entitled to an annual pension benefit for life, payable in equal monthly installments.

  79. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation We do not maintain any nonqualified deferred compensation plan or arrangements in which any of the NEOs is entitled to participate.

  80. Pay Ratio

    Pay Ratio For 2023, we estimate the pay ratio of the annual total compensation of our CEO ($4,777,638 as reported in the 2023 Summary Compensation Table above) to the annual total compensation of our median employee ($47,736) to be approximately 100 to 1, down from approximately 114 to 1 in the prior year. We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. There has been no material changes to the Company's employee population or compensation arrangements from last year; therefore the same median employee for 2022 was used for the calculation of the 2023 pay ratio as permitted by the SEC rules. In 2022, the median employee was identified by examining our total employee population at December 31, 2022 of 5,381 full-time and part-time employees, contractors and consultants, excluding our CEO, consultants who were not paid directly by the Company and employees from certain foreign jurisdictions representing in aggregate less than 5% of our employee base whose compensation was not considered representative of our global workforce.* We then used base salary, incentive compensation (including Annual Bonus Plan target awards and LTI Awards) and other incentive payments as our consistently applied compensation measure. We did not make any cost-of-living or other adjustments. Salaries were annualized for all permanent employees who were hired after the fiscal year began; all foreign currencies were converted to U.S. dollars based on an exchange rate at December 31, 2022. At December 31, 2022, our employee population included 1,078 U.S. based employees and 4,303 employees outside of the U.S. After excluding 267 employees* (representing less than 5% of our total number of employees at December 31, 2022), as permitted under SEC rules, we identified our median employee from a group of approximately 5,114 employees globally. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. * These countries and their approximate headcounts at December 31, 2022 were: Colombia (1), Finland (1), India (260), Slovakia (3) and Switzerland (2).

  81. Pay Versus Performance

    Pay Versus Performance The following "Pay Versus Performance" disclosure relates to compensation actually paid ("CAP") to our NEOs, as calculated in accordance with the SEC rules adopted in 2022, and the Company’s performance represented by total shareholder return ("TSR"), net income and adjusted EBITDA, as our Company-selected measure. To determine the CAP of the principal executive officer ("PEO") and non-PEO named executive officers ("non-PEO NEOs") in any given year, the SEC rules require companies to make certain adjustments to the total executive compensation required to be reported in the Summary Compensation Table ("SCT") above for equity awards and pension plans that are calculated in accordance with U.S. GAAP (see the CAP Reconciliation Table below). CAP does not reflect compensation actually earned, realized or received by our NEOs. The CAP adjustments can be summarized as follows: •For equity awards, the grant date value as reported in the SCT is subtracted and a new value is added, which is calculated as follows: the year-end fair value of LTI Awards granted in the current fiscal year plus or minus the annual change in fair value as of the year-end for any unvested LTI Awards or as of vesting for LTI Awards vested in the current year. •For the pension adjustments, the aggregate change in the pension value as reflected in the SCT is deducted and the service cost and prior service cost for the year is included. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented below. For further information on the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, see "Compensation Discussion and Analysis" under EXECUTIVE COMPENSATION above.

  82. Pay Versus Performance Table (2020-2023)

    Pay Versus Performance Table (2020-2023)

  83. Pay Versus Performance Table (2020-2023)

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ millions) | Adjusted EBITDA ($ millions)(5) | | | | | | | ESI TSR ($)(4) | Peer Group TSR ($)(4) | | | | 2023 | 4,777,638 | 4,977,567 | 1,352,724 | 1,280,479 | 207.5 | 148.6 | 118.0 | 482.0 | | 2022 | 5,062,074 | 1,272,669 | 1,265,427 | 506,428 | 160.5 | 134.4 | 188.0 | 526.6 | | 2021 | 5,107,649 | 32,875,237 | 1,771,617 | 8,045,744 | 211.0 | 166.7 | 203.7 | 524.8 | | 2020 | 2,868,893 | 3,657,089 | 1,343,336 | 1,544,062 | 152.3 | 111.2 | 75.7 | 423.3 |

  84. Pay Versus Performance Table (2020-2023)

    (1) Mr. Gliklich served as PEO for each of the years presented. (2) Reflects the SCT totals with certain applicable adjustments as described in the CAP Reconciliation Table below. (3) Average SCT totals of our non-PEO NEOs: Messrs. Dorman, Capps, D'Ambrisi and Goralski. Each of these non-PEO NEOs was a non-PEO NEO for each of the years presented. (4) This column reflects, for each year, what the cumulative value of $100 would be, including reinvestment of dividends, if such amount had been invested in ESI's common stock on December 31, 2019. With respect to the Peer Group TSR, the Company's Peer Group for 2023, 2022 and 2021 consists of the companies listed under "Executive Compensation Setting Process - Market Benchmarking" under EXECUTIVE COMPENSATION TABLES above. This Peer Group was revised in 2021 to reflect restructuring and consolidation events in our industry. In 2020, the Company's Peer Group included Albermarle Corporation, Ashland Global Holdings Inc., Axalta Coating Systems Ltd., Cabot Corporation, Celanese Corporation, Ferro Corporation, FMC Corporation, H.B. Fuller Company, W.R. Grace & Co., International Flavors & Fragrances Inc., Minerals Technologies Inc., Newmarket Corporation, RPM International Inc. and Sensient Technologies Corporation. (5) For a definition and reconciliation of Adjusted EBITDA, a non-GAAP financial measure, see "APPENDIX B – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.

  85. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is included in both our Annual Bonus Plan as our bonus pool funding metric and in our PRSU awards (50% weight) under our LTI program. As adjusted EBITDA is heavily integrated into our compensation programs, it has the potential to significantly influence the CAP to an executive in any given year. In 2023 and 2022, the Company's adjusted EBITDA results were impacted by foreign exchange headwinds and substantial inflation, resulting in a decrease of 8.6% in 2023. In 2021, however, considering our strong adjusted EBITDA performance, the bonus pool factor reached 200% for this year. Our stock price was also higher at the end of 2021 compared to the prior years and certain PRSU awards became probable which increased their valuation according to the CAP calculation. The specific performance metric underlying our PRSUs is adjusted EBITDA CAGR on a constant currency basis, which excludes the impact of foreign currency translations. Management believes adjusted EBITDA is a key indicator of the long-term profitability trends of the Company’s business and therefore a key driver of stockholder value creation. For more information on this non-GAAP measure, see "APPENDIX B – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.

  86. Adjusted EBITDA

    | SECURITY OWNERSHIP |

  87. Adjusted EBITDA

    | Directors and Executive Officers |

  88. Adjusted EBITDA

    The following table sets forth the beneficial ownership of the Company's common stock at April 8, 2024 (the "Record Date"), unless indicated otherwise, for each current director and director nominee, each NEO and all current directors and executive officers as a group. To our knowledge, except as otherwise indicated below, beneficial ownership includes sole voting and dispositive power with respect to all shares. Unless indicated otherwise, the address of each person listed below is c/o Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, United States.

  89. Adjusted EBITDA

    | Beneficial Owner | Company Position | Number of Shares of Common Stock (#)(1) | Rights to Acquire Beneficial Ownership of Shares (#)(9) | Total Number of Shares Beneficially Owned (#) | Percent of Class (%)** | | Sir Martin E. Franklin | Executive Chairman | 15,397,913(2) | — | 15,397,913 | 6.4 | | Benjamin Gliklich | President & CEO and Director | 735,959 | 181,123 | 917,082 | * | | Ian G.H. Ashken | Director | 1,952,875(3) | 7,365(10) | 1,960,240 | * | | Elyse Napoli Filon | Director | 10,541 | 7,365(10) | 17,906 | * | | Christopher T. Fraser | Director | 47,363 | 7,365(10) | 54,728 | * | | Michael F. Goss | Director | 257,462(4) | 7,365(10) | 264,827 | * | | Nichelle Maynard-Elliott | Director | 24,789 | 7,365(10) | 32,154 | * | | E. Stanley O’Neal | Director | 335,063(5) | 7,365(10) | 342,428 | * | | Susan W. Sofronas | Director Nominee | 201 | — | 201 | * | | John E. Capps | GC | 551,432 | 120,175 | 671,607 | * | | Carey J. Dorman | CFO | 179,956(6) | 60,704 | 240,660 | * | | Joseph J. D'Ambrisi | Head of Electronics | 411,853 | — | 411,853 | * | | Richard L. Fricke | SVP, Electronics | 36,229 | — | 36,229 | * | | Matthew Liebowitz | Head of I&S | 97,137 | — | 97,137 | * | | Michael Goralski | Former Head of I&S | 79,582(7) | — | 79,582 | * | | All Directors and Executive Officers as a group (13 persons): | N/A | 18,735,643(8) | 406,192 | 19,141,835 | 7.9 |

  90. Adjusted EBITDA

    * Less than 1% ** Based on 242,063,821 shares of common stock outstanding at April 8, 2024 (1) Amounts reflect beneficial ownership as calculated under SEC rules. Except as otherwise noted and for shares held by a spouse, the named persons have sole voting and investment power over the indicated number of ESI shares. Amounts also include all ESI shares held in trust over which the person has or shares voting or investment power. None of the shares are pledged as security by the named person. Beneficial ownership of some or all of the shares listed may be disclaimed. (2) Sir Martin beneficially owns 15,397,913 shares of our common stock consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 14,094,984 shares of our common stock controlled or held, directly or indirectly, by himself, the Martin E. Franklin Revocable Trust (the "Franklin Trust"), the Sir Martin E. Franklin Family Trust (the "Family Trust"), MEF Holdings, LLLP ("MEF Holdings"), MEF Holdings II, LLLP ("MEF Holdings II"), RSMA, LLC ("RSMA") and Sir Martin's family foundation (the "Foundation," and together with Sir Martin, the Franklin Trust, the Family Trust, MEF Holdings, MEF Holdings II and RSMA, the "Franklin Holders"), and (ii) sole power to vote, or to direct the vote, of 1,302,929 shares of our common stock held, directly or indirectly, by Tasburgh, LLC ("Tasburgh," and together with the Franklin Holders, the "Holders"). Each of the Franklin Trust, Family Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 10,378,806, 400,000, 6,889,512 and 2,419,500 shares of our common stock, respectively. The shares beneficially owned by Sir Martin consist of (i) 500,000 shares held by the Franklin Trust, (ii) 400,000 shares held by the Family Trust, (iii) 2,419,500 shares held by MEF Holdings II, (iv) 2,848,971 shares held by RSMA, LLC, (v) 6,889,513 shares held directly by MEF Holdings, (vi) 1,037,000 shares held by the Foundation for which he disclaims any pecuniary interest, and (vii) 1,302,929 shares held directly by Tasburgh (which Sir Martin has the sole power to vote pursuant to an Irrevocable Proxy Agreement, dated February 27, 2020). In the aggregate, such 15,397,913; 10,378,806; 400,000; 6,889,512 and 2,419,500 shares of our common stock represent approximately 6.4%, 4.3%, 0.2%, 2.8% and 1.0%, respectively, of all outstanding shares of our common stock at April 8, 2024. The business address of each of the Holders is 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139. (3) Mr. Ashken may be deemed to beneficially own an aggregate of 1,952,875 shares of our common stock of which he has (i) shared power to vote, or to direct the vote of, 598,880 shares and (ii) shared power to dispose, or to direct the disposition of 1,952,875 shares. The shares of our common stock beneficially owned by Mr. Ashken consist of (i) 598,880 shares held directly by IGHA Holdings, LLP and (ii) 1,353,995 shares held directly by Tasburgh (including 5,100 shares acquired via dividend reinvestment due to a broker clerical error). In the aggregate, such 1,952,875 shares of our common stock represent approximately 0.8% of all outstanding shares of our common stock at April 8, 2024. (4) Includes (i) 10,541 shares of common stock held directly by Mr. Goss and (ii) 246,921 shares of common stock held by family trust (the "Trust") (reflecting the transfer of 95,238 shares from a second, previously-reported family trust to the Trust on August 22, 2023; which transfer was exempt from Section 16 reporting pursuant to Rule 16a-13). Mr. Goss is a trustee of the Trust and may be considered to have beneficial ownership of the Trust's interests in our common stock. Mr. Goss disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. (5) Includes (i) 277,986 shares of common stock held directly by Mr. O'Neal, (ii) 28,539 shares of common stock held indirectly by a family trust and (iii) 28,538 shares of common stock held indirectly by a second family trust. Mr. O'Neal is a trustee of both trusts and may be considered to have beneficial ownership of the trusts' interests in our common stock. Mr. O'Neal disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. (6) Includes (i) 179,311 shares held directly by Mr. Dorman and (ii) 645 shares held by his spouse. (7) At March 22, 2024 based on Forms 144. Mr. Goralski retired on December 31, 2023. (8) Excludes 1,302,929 shares as these shares, held by Tasburgh, are represented in both Sir Martin's and Mr. Ashken's security ownerships. (9) This column includes (i) shares underlying SOPs held by the NEOs which are all vested and exercisable at April 8, 2024 and (ii) shares underlying RSUs held by our directors and expected to vest by June 7, 2024 (60 days of April 8, 2024). (10) These RSUs were granted to each of our independent directors as compensation for their 2023-2024 directorship and will vest on June 4, 2024, subject to continuous directorship through and on such vesting date.

  91. Adjusted EBITDA

    | Principal Beneficial Owners |

  92. Adjusted EBITDA

    The following table sets forth information regarding each stockholder known by us to be the beneficially owner of more than 5% of our 242,063,821 shares of common stock outstanding at April 8, 2024, based on a review of filings with the SEC. Percentages are calculated based upon such shares outstanding at April 8, 2024, plus shares which the beneficial owner has the right to acquire within 60 days. Except as otherwise indicated below, the Company believes each of the entities listed below has sole voting and dispositive power with respect to all the shares of common stock. Addresses of the beneficial owners are indicated in their respective footnotes.

  93. Adjusted EBITDA

    | | Amount and Nature of Beneficial Ownership | Percent of Class | | Name of Beneficial Owner | | | | The Vanguard Group, Inc. | 21,183,607(1) | 8.8% | | FMR LLC | 20,866,434(2) | 8.6% | | T. Rowe Price Investment Management, Inc. | 18,054,603(3) | 7.5% | | Sir Martin E. Franklin and Affiliates | 15,397,913(4) | 6.4% | | Dimensional Fund Advisors LP | 12,370,166(5) | 5.1% |

  94. Adjusted EBITDA

    (1) Based on a Schedule 13G/A filed with the SEC on February 13, 2024. As of December 31, 2024, the Vanguard Group, Inc. reported sole voting power over 0 shares of common stock; shared voting power over 77,562 shares; sole dispositive power over 22,411,034 shares and shared dispositive power over 320,395 shares. The address of the principal business office of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. (2) Based on a Schedule 13G/A filed with the SEC on February 9, 2024. As of December 31, 2023, FMR LLC reported sole voting power over 20,849,564 shares of common stock; shared voting power over 0 shares; sole dispositive power over 20,866,434 shares and shared dispositive power over 0 shares. The address of the principal business office of FMR LLC is 245 Summer Street, Boston, MA 02210. (3) Based on a Schedule 13G filed with the SEC on February 14, 2024. As of December 31, 2024, T. Rowe Price Investment Management, Inc., an investment adviser, reported sole voting power with respect to 7,404,407 shares of common stock; shared voting power over 0 shares; sole dispositive power over 18,054,603 shares; and shared dispositive power over 0 shares of common stock. The address of T. Rowe Price Investment Management, Inc. is 101 E. Pratt Street, Baltimore, MD 21202. (4) See footnote (2) under "—Directors and Executive Officers" above. (5) Based on a Schedule 13G/A filed with the SEC on February 9, 2024. As of December 31, 2023, Dimensional Fund Advisors LP, an investment adviser, reported sole voting power with respect to 12,140,938 shares of common stock; shared voting power over 0 shares; sole dispositive power over 12,370,166 shares; and shared dispositive power over 0 shares. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

  95. Adjusted EBITDA

    | PROPOSAL 2 | Advisory Vote on 2023 Executive Compensation | | | ☑ The Board recommends a vote FOR this proposal | | | •Revised Annual Bonus Plan | | | •Strong alignment of executive pay with Company performance | | | •Oversight by fully independent Compensation Committee |

  96. Adjusted EBITDA

    As required by Section 14A of the Exchange Act and related SEC rules, we are providing stockholders with the opportunity to cast, on a non-binding advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement, commonly referred to as the "Say-on-Pay" vote. At our 2023 Annual Meeting, approximately 45% of voted shares approved the compensation of our NEOs as compared to approximately 99% of votes in 2022. Based on concerns expressed by certain stockholders, we believe this result is due to certain specific actions in 2022 that were not intended to be recurring events and should not be viewed as associated with the core structure of our executive compensation program. Notwithstanding, we value the views of our stockholders and recognize the importance of continuing to engage with them for feedback. We encourage stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement for an overview of our executive compensation philosophy and program, which is designed to attract and retain effective executives and the team necessary to execute against our strategies and deliver value. In the context of our 2023 Say-on-Pay vote, we also explained in this section our 2022 compensation decisions in more detail, our stockholder engagement and the actions that were taken to further align the Company's interests with those of our stockholders. The Board recommends that stockholders vote "FOR" approving the following resolution at the 2024 Annual Meeting: "RESOLVED, that the compensation paid to the Company's NEOs in 2023, as disclosed in the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, is hereby APPROVED." This vote is non-binding. However, our Board and the Compensation Committee value the views of our stockholders and will consider the outcome of the vote when making future executive compensation decisions for our NEOs. We expect that the next Say-on-Pay vote will be held at the Company’s 2025 annual meeting of stockholders.

  97. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is defined as EBITDA (earnings before interest, provision for income taxes, depreciation and amortization), excluding the impact of additional items included in GAAP earnings which the Company believes are not representative or indicative of its ongoing business or are considered to be associated with its capital structure, as described in the footnotes located under the "Adjusted Earnings Per Share ("EPS")" reconciliation table below. Adjusted EBITDA for each segment also includes an allocation of corporate costs, such as compensation expense and professional fees. Management believes adjusted EBITDA provides investors with a more complete understanding of the long-term profitability trends of the Company's business and facilitates comparisons of its profitability to prior and future periods. The following table reconciles GAAP "Net income" to "Pre-Bonus Adjusted EBITDA" and "Adjusted EBITDA," as applicable, and presents "Net Income Margin" and "Adjusted EBITDA Margin," for the periods presented below:

  98. Adjusted EBITDA

    | | Year Ended December 31, | Year Ended December 31, | | (dollars in millions) | 2023 | 2022 | | Net income | $118.2 | $188.0 | | Add (subtract): | | | | (Income) from discontinued operations, net of tax | (2.1) | (1.8) | | Income tax expense | 13.0 | 85.8 | | Interest expense, net | 49.3 | 51.2 | | Depreciation expense | 42.6 | 41.6 | | Amortization expense | 124.1 | 119.7 | | EBITDA | 345.1 | 484.5 | | Adjustments to reconcile to Adjusted EBITDA: | | | | Inventory step-up(1) | 3.3 | 0.5 | | Restructuring expense(2) | 11.4 | 9.5 | | Acquisition and integration expense(3) | 16.8 | 10.6 | | Foreign exchange (gain) loss on intercompany loans(4) | (9.7) | 7.8 | | Debt refinancing costs(5) | 7.8 | — | | Goodwill impairment(6) | 80.0 | — | | Kuprion Acquisition research and development charge(7) | 15.7 | — | | Adjustment of stock compensation previously not probable(8) | — | 1.3 | | Other, net(9) | 11.9 | 12.4 | | Adjusted EBITDA | $482.3 | $526.6 | | Bonus expense | 12.4 | | | Pre-bonus Adjusted EBITDA | $494.7 | | | Net Income Margin | | | | Total | 5.1% | 7.4% | | Adjusted EBITDA Margin | | | | Total | 20.7% | 20.7% |

  99. Adjusted EBITDA

    NOTE: For the footnote descriptions, please refer to the footnotes located under the Adjusted Earnings Per Share (EPS) reconciliation table below. For a definition of "constant currency," please see above.