DEF 14A of Element Solutions Inc, Apr 18, 2025

DEF 14A of Element Solutions Inc

Filed Apr 18, 2025 · FY20240001590714-25-000031

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 | | 41 | | | 2024 Summary Compensation Table | 42 | | | Grants of Plan-Based Awards in 2024 | 43 | | | Outstanding Equity Awards at Year End | 44 | | | Option Exercises and Stock Vested in 2024 | 46 | | | Termination and Change in Control Arrangements | 47 | | | Potential Payments upon Termination or Change in Control | 48 | | | Other Post-Employment Payments | 49 | | | 2024 Pension Benefits | 50 | | | 2024 Non-qualified Deferred Compensation | 50 | | | Equity Compensation Plan Information | 50 | | | Pay Ratio | 51 | | | Pay Versus Performance | 51 | | SECURITY OWNERSHIP | | 55 | | PROPOSAL 2 - ADVISORY VOTE ON 2024 EXECUTIVE COMPENSATION | | 59 | | PROPOSAL 3 - RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | | 60 | | | Report of the Audit Committee | 60 | | | Principal Accountant Fees and Services | 61 | | | Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services | 62 | | INFORMATION ABOUT THE MEETING AND VOTING | | 62 | | OTHER MATTERS | | 69 | | | Stockholder Proposals | 69 | | | List of Stockholders Entitled to Vote at the 2025 Annual Meeting | 70 | | | Proxy Solicitation Costs | 70 | | | Communication with the Board of Directors | 70 | | | Available Information | 70 | | APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS | | 71 | | PROXY CARD | | 75 |

  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 | | | Business Experience Sir Martin E. Franklin is the founder and CEO of Mariposa Capital, LLC, a Miami-based family office focused on long-term value creation across various industries, and Chairman and controlling shareholder of Sweet Oak, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. Sir Martin is also the co-founder and Co-Chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation and co-Chairman of Acuren Corporation. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011-2016. Prior to founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. 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 | | | Acuren Corporation | | | APi Group Corporation | | | Nomad Foods Limited | | | Age: 60 | | | Director Since: 2013 | | | Executive Chairman of the Board |

  4. Director Nominees

    | Benjamin H. 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: 40 | | | Director since: 2019 | | | President & CEO of Element Solutions |

  5. Director Nominees

    | Ian G.H. Ashken | | | Business Experience Mr. Ashken currently serves as a director of Nomad Foods Limited (since 2014) and APi Group Corporation (since 2019). Previously, he was the co-founder of Jarden and served at various times as its Vice Chairman, President, Chief Financial Officer, Secretary and as a director from June 2001 until the consumption of Jarden's business combination with Newell 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: 64 | | | Director since: 2013 | | | Independent |

  6. Director Nominees

    | Elyse 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 (Chair) | | | Public Company Boards | | | None | | | Age: 64 | | | 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 | | | Audit | | | Nominating and Policies | | | Public Company Boards | | | None | | | Age: 67 | | | 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. 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 (Chair) | | | Public Company Boards | | | None | | | Age: 65 | | | 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: 73 | | | 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 | | | Compensation | | | Public Company Boards | | | None | | | Age: 62 | | | New Director Nominee | | | Independent |

  11. Director Nominees

    | CORPORATE GOVERNANCE |

  12. Corporate Governance Highlights

    Corporate Governance Highlights We are committed to sound corporate governance and high ethical standards which promote stockholders' long-term interests, strengthen Board and management accountability, and improve our standing as a trusted corporate citizen. Our corporate governance practices include:

  13. Corporate Governance Highlights

    | Independent Oversight | ● | 75% independent Board (6 out of 8 directors or director nominees) | | | ● | 3 fully independent Board Committees | | | ● | Only one Board member is a Company executive (CEO) | | | ● | Separation of CEO and Chairman roles | | | ● | Independent Lead Director | | | ● | Regular executive sessions of independent directors at Board meetings (chaired by the independent Lead Director) and Committee meetings (chaired by independent Committee chairs) | | Board & Committee Composition | ● | Demonstrated Board refreshment with the most recent independent director elected in 2024 | | | ● | 25% of our directors are women with one serving as Chair of the Audit Committee | | | ● | Executive and Board succession planning process | | | ● | Balance of new and experienced directors | | | ● | Annual Board and Committee assessments | | | ● | Retirement age policy (age 73) | | Stockholder Rights | ● | Annual election of all directors | | | ● | Majority-vote and director resignation policy for directors in uncontested elections | | | ● | One class of outstanding shares with each share entitled to one vote | | | ● | No controlling stockholder | | Governance Practices | ● | Formal corporate governance policies that apply to directors and all employees, including our NEOs (as defined in this Proxy Statement) and senior financial officers. See "— Corporate Governance Guidelines" below | | | ● | Meaningful "at-risk" portion of total executive compensation | | | ● | Clawback policy compliant with SEC requirements and NYSE listing standards | | | ● | Prohibition on hedging, pledging or short sales of Company stock | | | ● | Robust stock ownership requirements for executives (5x salary for our CEO) | | | ● | Regular stockholder communication and engagement | | Risk Oversight | ● | Risk oversight by the Board and its Committee | | | ● | Board and Committee oversight of sustainability and other environmental, social and governance (ESG) matters | | | ● | Board and Committee oversight of cybersecurity, human capital and climate change |

  14. 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.

  15. Involvement in Certain Legal Proceedings

    | DIRECTOR COMPENSATION |

  16. 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 2024 Annual Meeting to the 2025 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 4, 2024, the date of the 2024 Annual Meeting, and will vest on June 3, 2025 (date is the earlier of the one-year anniversary of their grant date and the date of the 2025 Annual Meeting), subject to continuous directorship through this vesting date. 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 2024 director compensation program, which remained unchanged as compared to our 2023 program:

  17. 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 |

  18. Director Compensation Program

    Dividend equivalents. Each 2024 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.

  19. Director Compensation in 2024

    Director Compensation in 2024 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, 2024:

  20. Director Compensation in 2024

    | Name(1) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Sir Martin E. Franklin | — | — | 2,277,473(6) | 2,277,473 | | Ian G.H. Ashken | 97,500 | 140,002 | 2,357 | 239,859 | | Elyse Filon | 89,643 | 140,002 | 2,357 | 232,002 | | Christopher T. Fraser | 95,357 | 140,002 | 2,357 | 237,716 | | Michael F. Goss | 117,143 | 140,002 | 2,357 | 259,502 | | E. Stanley O’Neal | 82,500 | 140,002 | 2,357 | 224,859 | | Susan W. Sofronas(2) | 47,143 | 140,002 | — | 187,145 | | Nichelle Maynard-Elliott(2) | 40,714 | — | 2,357 | 43,071 |

  21. Director Compensation in 2024

    (1)As CEO of the Company, Mr. Gliklich receives no compensation for his services as a director nor does Sir Martin, our founder director and Executive Chairman. (2)Ms. Sofronas was appointed as a member of the Board at the 2024 Annual Meeting held on June 4, 2024. On that day, Ms. Maynard-Elliott retired as a member of the Board. Their respective amounts in the "Fee Earned or Paid in Cash" column represent prorated amounts based on their partial year of service. (3)Reflects the annual non-executive Board membership fee and incremental Committee and Committee chair fees for each director, as applicable. (4)Reflects the aggregate grant date fair value of RSUs granted to directors in 2024 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 6,045 RSUs on June 4, 2024, the date of the 2024 Annual Meeting, as incentive compensation for their respective 2024-2025 directorships. In each case, these RSUs were unvested and outstanding at December 31, 2024 and will vest on June 3, 2025, subject to continuous directorship through this vesting date. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2024 Annual Report. (5)With respect to Sir Martin, see footnote (6) below. With respect to the other directors, the amounts shown represent the value of the accrued cash dividend equivalents settled in 2024 upon vesting of the RSUs granted in 2023 for their respective 2023-2024 directorships. (6)Represents the actual advisory fee paid in 2024 to Mariposa Capital, an affiliate of Sir Martin, pursuant to the Advisory Services Agreement. In 2024, in response to stockholders' feedback, the Mariposa Capital advisory fee was decreased from $3 million to an annualized amount of $2 million. See "— 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. For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

  22. COMPENSATION DISCUSSION AND ANALYSIS

    The core of our executive compensation philosophy is that rewards should be linked to the achievement of objective financial and operating performance goals; and therefore linked to stockholder value creation. We design our executive compensation program and benefit policies to attract, retain and reward our NEOs and the teams necessary to execute against our strategies and deliver value, both to our customers and stockholders. To this end, we believe executive compensation should be (i) aligned with the performance of multiple financial and operational metrics, and (ii) tied to drivers of stockholder return. Our executive compensation program, for the NEOs and our employees in general, appropriately balances base pay versus variable pay and short-term objectives versus long-term value creation with the ultimate goal of sustainably compounding intrinsic value per share. We believe we have significant risk mitigators which are designed to ensure that balance and further align executive compensation and stockholders' interests, including the following: •Our overall compensation levels are competitive with the market; •Our Annual Bonus Plan and LTI Program offer variable short-term cash and variable long-term equity grant awards, respectively. In addition, (i) our performance goals are multi-dimensional (i.e., adjusted EBITDA, adjusted EPS, constant currency adjusted EBITDA CAGR and CRI), providing a range of Company performance over which incentives are paid; (ii) our performance goals are aligned with our annual budget and longer-term business objectives; (iii) our performance goals are quantitative financial measures as opposed to discretionary or subjective metrics; (iv) we use sliding payout scales, in which payouts in certain instances are linearly interpolated for performance falling between the performance levels; and (v) our NEOs' individual objective opportunities are tied to quantitative financial metrics and capped; •RSUs are awarded in tandem with performance-based PRSUs with PRSUs typically representing 67% of the annual LTI award. Our RSU grants have a three-year vesting period and vest in 1/3 increments each year. Our PRSU grants also have a three-year performance period (except for the five-year 2022 executive stretch awards) and vest at the end of the three years, subject to the satisfaction of the applicable performance conditions; •Our stock ownership policy provides guidelines for our NEOs; and we prohibit our employees, including NEOs, from engaging in hedging transactions in our securities; and •We have implemented a Clawback Policy, which applies to equity-based awards of the NEOs, as described in more detail under "— Components of the Executive Compensation Program" below. The table below summarizes our compensation objectives, which guide our executive compensation program, structure and decisions and support our pay-for-performance philosophy:

  23. 2025 LTI Program

    2025 LTI Program Based on stockholders' feedback, in February 2025, the Compensation Committee, upon management's recommendation, approved the replacement of CRI with adjusted EPS for our PRSU grants in our 2025 LTI program. In addition, each underlying PRSU metric — the new adjusted EPS metric and constant currency adjusted EBITDA CAGR metric which remains unchanged — is now subject to a total shareholder return (TSR) modifier relative to the ESI Peer Group. See " — Stockholder Engagement and 2024 Say-on-Pay Vote" below.

  24. Management Transition

    | What We Do | | What We Don't Do | | | ✓ | Pay for performance with total executive compensation largely weighted toward financial performance and not guaranteed | X | 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 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 necessary or appropriate | | Allow liberal share recycling |

  25. Market Benchmarking

    Market Benchmarking

  26. ESI Peer Group

    ESI Peer Group As a reference point for evaluating our executive compensation program, we use a peer group (the "ESI Peer Group"), which consists of specialty chemical companies whose businesses are comparable to ours and with whom we are likely to compete for executive talent. We do not believe many companies compete directly with us in all lines of our business. However, our Compensation Committee, with guidance from management and its independent compensation consultant, identified a peer group of relevant companies, which generally meet the following criteria: •Similar Business or Industry — Innovative technology companies with similar business or services in the industries and end-markets in which ESI competes. •Comparable Size — Companies whose revenues, adjusted EBITDA and market capitalization are similar to those of ESI (see "Element Solutions v. ESI Peer Group" below). •Competitors — Companies which are direct or indirect competitors of ESI and/or competitors for key talent. •Global Scale — Large, global companies with multiple lines of business and strong brand recognition. •Listed Company — Companies with publicly-traded securities listed on a U.S. stock exchange that are subject to reporting obligations that are similar to ESI's and/or which represent comparable alternatives for shareholder investment. For 2024, no change was made to the ESI Peer Group, except for the removal of Diversey Holdings, Ltd. following its acquisition by Solenis in July 2023. As a result, the Peer Group used in 2024 was as follows:

  27. ESI Peer Group

    | 2024 ESI Peer Group | | | Albemarle Corporation | Innospec Inc. | | Ashland Global Holdings Inc. | Minerals Technologies Inc. | | Avient Corporation | Newmarket Corporation | | Axalta Coating Systems Ltd. | Quaker Chemical Corporation | | The Chemours Company | RPM International Inc. | | Entegris, Inc. | Sensient Technologies Corporation | | H.B. Fuller Company | Stepan Company | | Ingevity Corporation | |

  28. ESI Peer Group

    We believe the 2024 ESI Peer Group continues to accurately compare to ESI's size, business and end-markets. The Compensation Committee further believes this peer group provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s businesses for purposes of assessing 2024 compensation for our NEOs. The graphic below illustrates ESI's position relative to the companies included in the ESI Peer Group with respect to revenue, adjusted EBITDA and market capitalization at December 31, 2024 based on information available in their respective public filings:

  29. ESI Peer Group

    | Element Solutions v. ESI Peer Group | | | | | ($ millions based on 2024 financial results & market capitalization as of 12/31/24) | | | | | | Revenue | Adjusted EBITDA | Market Capitalization | | 75th percentile | $4,411 | $847 | $6,811 | | Median | $2,698 | $535 | $3,735 | | 25th percentile | $2,096 | $378 | $2,514 | | ESI | $2,457 | $535 | $6,158 | | ESI's percentile | 43% | 50% | 71% |

  30. ESI Peer Group

    Although we do not target executive compensation to any ESI 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. To this end, information from independent compensation consultants regarding pay practices at other companies is also provided to the Compensation Committee, when needed, as a resource for its deliberations relating to executive compensation. Such information is one of the many factors that both management and the Compensation Committee consider in assessing the reasonableness and appropriateness of the Company's executive compensation program.

  31. ESI Peer Group and 2025 LTI Program

    ESI Peer Group and 2025 LTI Program In February 2025, based on stockholders' feedback, the Compensation Committee approved a relative metric in the design of our three-year PRSU program — a TSR modifier relative to the ESI Peer Group. In order for the 2025 PRSUs awards to achieve full vesting at target level (100%), the Company's TSR performance compared to the ESI Peer Group's will be required to be in the middle two quartiles (i.e., between the 25th and 75th percentiles). For more information, see " — Stockholder Engagement and 2024 Say-on-Pay Vote" below. The Compensation Committee believes that the ESI Peer Group is appropriate for evaluating TSR performance under our LTI Program as it provides a robust index for comparison and further alignment with stockholder interests.

  32. 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 to reflect additional responsibilities, for significant individual contributions to the Company’s strategic objectives or extraordinary Company performance, or for 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 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 78% on average in 2024) of our NEOs' compensation is performance-based and not guaranteed. Consistent with our philosophy and practice of linking the Company's business objectives and performance to executive compensation and the enhancement of stockholder value, we place a significant emphasis on pay “at risk,” based on the achievement of financial performance and the performance of our stock price as well as on retention value. 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 2024 with respect to each of them:

  33. Role of Management in Establishing Compensation

    | Pay Component | Fixed or Variable | Primary Objectives | 2024 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 | | 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 | Same overall structure as in 2023: •Annual Bonus Plan mainly based on adjusted EBITDA performance •Performance metrics to determine payouts: ◦Adjusted EBITDA (ESI / Business performance) ◦Adjusted EPS (Individual performance) |

  34. Role of Management in Establishing Compensation

    | Pay Component | Fixed or Variable | Primary Objectives | 2024 Actions | | 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 2023: •67% performance-based restricted stock units ("PRSUs") vesting at the end of a 3-year performance period, subject to adjusted EBITDA CAGR and cash return on investment ("CRI") goals •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 2023 |

  35. Role of Management in Establishing Compensation

    | 2024 Executive Compensation Highlights | | 2024 Annual Bonus Plan (Short term) | | •Payout tied to company-wide and business adjusted EBITDA (NEO performance metric) | | •Payout tied to adjusted EPS (NEO individual objective) | | 2024 LTI Awards (Three-year program) | | •Tied to adjusted EBITDA CAGR and CRI, driving stockholder value | | 2022 LTI Awards (Five-year program) | | •Tied to adjusted EPS and relative TSR, driving long-term stockholder value |

  36. 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 the ESI Peer Group and other market data and reviewed in the case of promotions or other significant changes in responsibility. The base salary earned in 2024 by each NEO is reflected in the "Salary" column of the 2024 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.

  37. Role of Management in Establishing Compensation

    | Cash Compensation - Annual Bonus Plan (Variable) |

  38. 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 to reward the achievement of these objectives. Operational performance targets are set in conjunction with the Company's annual budget process as well as other variables, such as forecasts and end-markets considerations. Overall, our plan is designed to align priorities and stockholders' interests, and ensure that payouts do not undermine achievement of the Company's longer-term objectives. On an annual basis, the Compensation Committee reviews multiple data points presented by management, including the Company's budget and forecast for the year, annual and long-term financial goals, operational plans, strategic initiatives and actual results for the prior year. Upon management's recommendations, the Committee then approves the Annual Bonus Plan design for the upcoming year, including the financial performance metrics to be used to measure performance, their relative weighting, and the Annual Bonus Plan target opportunity of each NEO as a percentage of his or her current base salary. In support of our pay-for-performance philosophy, awards under the Annual Bonus Plan are subject to achieving a threshold adjusted EBITDA level. Once this threshold is met, each NEO's award is calculated based on the actual adjusted EBITDA results for the year and the level of achievement of other applicable quantitative metrics. In order to determine each NEO's actual bonus payout, we use a weighting formula, which is applied to the adjusted EBITDA results, to the level of achievements of the relevant performance metrics and to each NEO's Annual Bonus Plan target opportunity. 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.

  39. Role of Management in Establishing Compensation

    | Annual Bonus Plan Formula | | Payout = (ESI Pool * 25% ) + (ESI or Business Pool * 50%) + (Individual Performance * 25%) |

  40. 2024 Annual Bonus Plan

    2024 Annual Bonus Plan In 2024, the main characteristics of the Annual Bonus Plan for our NEOs were as follows: ◦Adjusted EBITDA Centric: Cash bonus payout was linked to adjusted EBITDA results, at the Company and business levels, with adjustments for translational foreign exchange impacts. As a key driver of operating performance, adjusted EBITDA is a key metric in our annual budget planning process. ▪The ESI bonus pool, applicable to all NEOs, was based on the company-wide adjusted EBITDA performance, which was above target level in 2024 ▪The additional bonus pool was based on company-wide adjusted EBITDA (CEO, CFO, GC and EVP, Strategy & I&S) and Electronics' adjusted EBITDA (EVP, Electronics) ◦Focused on Value Creation: NEOs' individual objectives were tied to the Company's adjusted EPS performance. We believe adjusted EPS is a key profitability metric, directly correlated to stockholder value creation. The table below summarizes the design of the 2024 Annual Bonus Plan, including their respective weightings:

  41. 2024 Annual Bonus Plan

    | 2024 Annual Bonus Plan Design | | Weighting | | ESI Bonus Pool | Adjusted EBITDA* | 25% | | ESI or Business Pool | Adjusted EBITDA* | 50% | | Individual Performance | Adjusted EPS* | 25% |

  42. 2024 Annual Bonus Plan

    * See definitions in "APPENDIX A – NON-GAAP DEFINITIONS AND RECONCILIATIONS" The specific reasons for selecting the metrics underlying our 2024 Annual Bonus Plan are indicated below:

  43. 2024 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 |

  44. 2024 Annual Bonus Plan

    * See definitions in "APPENDIX A – NON-GAAP DEFINITIONS AND RECONCILIATIONS"

  45. Performance Targets and Achievements

    | Performance Metric | Consolidated Corporate Level | | | | | | | Threshold (0% payout) | Midpoint (50% payout) | Target (100% payout) | Stretch (200% payout) | 2024 Actual Result** | | Pre-Bonus Adjusted EBITDA* | $455 million | $492 million | $535 million | $630 million | $580 million |

  46. Performance Targets and Achievements

    | Individual Performance | Target (100% payout) | 2024 Actual Results* | | Adjusted EPS* | $1.40 | $1.44 |

  47. 2024 Annual Bonus Plan Payouts

    2024 Annual Bonus Plan Payouts In 2024, the pre-bonus adjusted EBITDA results of $580 million exceeded the Threshold level, and was between the Target (100%) and Stretch level (200%) levels. On this basis, the Compensation Committee approved an ESI bonus pool at 135%. In addition, the Company achieved adjusted EPS results above Target level — at approximately 145%. However, the payout for individual objectives was capped at 125% in 2024, consistent with other payouts across the organization. Using the formula described above, total Annual Bonus Plan payouts equivalent to approximately 129% were received by each of Messrs. Gliklich, Capps, Dorman and Liebowitz and approximately 127% by Mr. Fricke, in each case compared to their respective Annual Bonus Plan target opportunities (110% (CEO), 100% (CFO and GC) and 75% (EVP, Strategy & I&S and EVP, Electronics). These payouts directly reflected the Compensation Committee’s assessment of the NEOs’ performance against the financial and strategic objectives of the Company. The 2024 Annual Bonus Plan payouts to our NEOs are included in the "Non-Equity Incentive Plan Compensation" column of the 2024 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.

  48. 2024 Annual Bonus Plan Payouts

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

  49. 2024 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 performance 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.

  50. 2024 LTI Program

    2024 LTI Program In 2024, 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 2023: adjusted EBITDA CAGR (50% weighting) and CRI (50% weighting). 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 2024 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 2024 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 2024 LTI Awards is included below:

  51. 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 at the end of the applicable three-year performance period, subject to continuous service. The actual number of PRSUs awarded to the executive at the end of the three years is determined based on the performance of pre-established constant currency adjusted EBITDA CAGR and CRI goals. The following table summarizes the 2024 performance levels for each of these performance metrics, and their respective weighted payout percentage:

  52. Performance-Based Restricted Stock Units (PRSUs)

    | 2024 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% | 8.0% | 50% | | 2026 CRI* | 37.6% | 38.2% | 38.8% | 50% | | | | | | 100% |

  53. Performance-Based Restricted Stock Units (PRSUs)

    * For definitions of these non-GAAP measures, see "APPENDIX A – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement 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 2024 PRSU represents a contingent right to receive up to 2 shares of the Company's common stock. Each 2024 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 2024 PRSUs 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 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 2024 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 2024 table under "EXECUTIVE COMPENSATION TABLES" below. Recent Developments Based on stockholders' feedback, in February 2025, the Compensation Committee, upon management's recommendation, approved the replacement of CRI with adjusted EPS in our 2025 PRSU awards. In addition, each underlying PRSU metric — the new adjusted EPS metric and constant currency adjusted EBITDA CAGR metric which remains unchanged — is now subject to a TSR modifier relative to the ESI Peer Group. See " — Stockholder Engagement and 2024 Say-on-Pay Vote" below.

  54. 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 2024 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 2024 RSUs are entitled to receive such dividends (in cash for NEOs) with a value equal to the amount of dividends accrued on the vested shares underlying the RSUs. 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 2024 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 2024 table under "EXECUTIVE COMPENSATION TABLES" below.

  55. Time-Based Restricted Stock Unit (RSUs)

    | Benefits and Other Perquisites |

  56. Time-Based Restricted Stock Unit (RSUs)

    NEOs participate in the same retirement, life insurance, health and welfare plans as other salaried employees of the Company. These benefits are designed to assist in attracting and retaining skilled talent and to be competitive with market practice. In 2024, 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:

  57. Change in Control Agreements

    Change in Control Agreements 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 For further details, see "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below. The Compensation Committee periodically reviews the form of CIC Agreement against practices of the ESI 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.

  58. Equity Holding Policy

    Equity Holding Policy To ensure strong linkage between the interests of our management team and those of our stockholders, the Compensation Committee has adopted stock ownership guidelines. Under this policy, all officers of the Company, including the NEOs and certain other employees who receive LTI Awards, are required to meet certain equity holding requirements within five years after the later of the date such person becomes an officer of the Company or such employee first receives a LTI Award. Holding requirements include: •CEO: 5x base salary •Other officers: 2x base salary For purposes of these stock ownership guidelines, equity includes: (i) Company shares of common stock beneficially owned by or on behalf of an individual or an immediate family member residing in the same household, including stock held in trusts or plans approved by the Internal Revenue Service, (ii) vested or unvested PRSUs or RSUs, and (iii) the net value, expressed in shares of our common stock, of any vested SOPs. Based on their respective stock ownership as of the date of this Proxy Statement, each NEO exceeded the applicable level of ownership required in our policy with our CEO holding 19x his base salary (excluding unvested PRSUs or RSUs) based on a $25.43 stock price (closing price of the Company's common stock on December 31, 2024). See "SECURITY OWNERSHIP" below.

  59. Equity Grant Policy and Practices

    Equity Grant Policy and Practices It is the Company's practice to approve ordinary course annual equity grants for the current fiscal year at its regularly scheduled Compensation Committee and Board meetings held in February of each year. At these meetings, the Committee and the Board review and approve each NEO’s annual equity award, including stock options, if any. We believe that maintaining a consistent grant practice, based on a date that is usually set at least two years in advance, reduces the risk that timing of awards may unfairly benefit our NEOs. No stock option grants have been awarded to named executive officers since 2020.

  60. Tax Considerations

    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 Agreement). 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.

  61. How We Responded

    | Relative TSR | Relative TSR Modifier | | Above 75th Percentile | 150% | | Between 25th and 75th Percentile | 100% | | Below 25th Percentile | 50% |

  62. How We Responded

    In addition, the Compensation Committee replaced CRI with adjusted EPS in our three-year LTI program, starting with our 2025 PRSU awards. CRI is a key metric we use to measure the performance and value of our operating businesses. However, adjusted EPS is easier to communicate in terms of Company performance and is also one of the key financial metrics we provide externally as a measurement of our operational success, tax and balance sheet management and effective capital allocation. We believe using this material financial metric in our LTI program will ensure our executives are focused on business results and superior earnings growth — which will create a direct link between Company performance and value. Adjusted EPS will be weighted at 50%. Constant currency adjusted EBITDA CAGR, which remains as the second performance metric underlying the 2025 PRSUs, will also be weighted at 50%. We believe these respective weightings will motivate our NEOs towards achieving strong operating and financial results while driving share price appreciation and longer-term stockholder returns. Because many macro-economic factors could affect market and TSR performance beyond management's actions, we believe using key internal objective metrics which are directly linked to management’s decisions, such as adjusted EBITDA and adjusted EPS, provides a closer tie between pay and performance. While relative TSR ensures a direct linkage between stockholder returns and realized compensation, these internal metrics directly correlate with the Company's business and financial performance. These metrics are also critical because in addition to playing key roles in our budget planning and business strategy, they both are considered as key drivers of long-term stockholder value. By including them in both our Annual Bonus Plan and multi-year LTI Program, we believe we strongly align executive compensation and stockholders' interests and mitigate the risk of short-term strategies that do not create long-term value. Executive Stretch Awards The 2022 executive stretch awards are part of our five-year incentive program designed to incentivize extraordinary achievement as well as to promote successful management and capital allocation. 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 ESI's TSR growth during the five-year performance period. Our ability to create long-term value for our stockholders depends on our ability to motivate our senior management team and keep them committed to the Company — and we believe these executive stretch awards incentivize exceptional performance. We are committed not to implement more than one stretch award program at a time. Other Enhanced Disclosures Based on stockholder feedback, we included in this Proxy Statement other enhanced disclosures relating to other various matters discussed during our stockholder engagement, related to, without limitation, our Annual Bonus Plan structure, the selection of the ESI Peer Group, our Executive Chairman's responsibilities, and Board refreshment.

  63. How We Responded

    | Feedback From Stockholders | How We Responded | | Overlapping performance metrics in our incentive compensation plans | •Using key internal measures in both our short- and long-term incentive plans strongly aligns executive compensation and stockholders' interests and mitigate the risk of short-term strategies that do not create long-term value •Changes to our 2025 LTI Program: Adjusted EPS replaced CRI and a relative TSR component was implemented (see below) | | Absence of a relative metric in our 3-year LTI Program | •A relative TSR will apply to both metrics underlying our 2025 PRSU grants •ESI's TSR performance will be compared to that of the ESI Peer Group •ESI's TSR performance may impact payout upward or downward by 50% | | Requests for enhanced disclosures | •Additional information was provided with respect to our stretch award program, our Annual Bonus Plan structure, the selection of the ESI Peer Group, our Executive Chairman's responsibilities, and Board refreshment. |

  64. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following summary compensation table sets forth the annual and long-term compensation of our named executive officers in 2024 (collectively, the "NEOs"):

  65. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Benjamin H. Gliklich President & CEO | 2024 | 1,037,500 | — | 4,200,013 | — | 1,486,823 | — | 186,248 | 6,910,584 | | | 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 | | Carey J. Dorman CFO | 2024 | 605,000 | — | 1,200,016 | — | 791,685 | — | 57,166 | 2,653,867 | | | 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 | | John E. Capps GC | 2024 | 595,504 | — | 600,008 | — | 772,210 | — | 57,351 | 2,025,073 | | | 2023 | 576,800 | — | 600,018 | — | 122,304 | — | 23,954 | 1,323,076 | | | 2022 | 556,250 | — | 599,991 | — | 319,200 | — | 20,326 | 1,495,767 | | Richard L. Fricke EVP, Electronics | 2024 | 457,650 | — | 700,002 | — | 451,262 | — | 33,817 | 1,642,731 | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Matthew Liebowitz EVP, Strategy & I&S | 2024 | 540,833 | — | 850,015 | — | 531,007 | — | 39,354 | 1,961,209 | | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |

  66. 2024 Summary Compensation Table

    (1) Reflects base salary rates in effect as of April 1, 2024, for Messrs. Gliklich ($1,050,000), Dorman ($615,000), Capps ($599,872), Fricke ($475,000) and Liebowitz ($550,000). Neither Mr. Fricke nor Mr. Liebowitz was a NEO in 2023 and 2022. (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 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2024 Annual Report, and Note 8, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual reports on Form 10-K for the years ended December 31, 2023 and 2022, filed with the SEC on February 21, 2024 and February 22, 2023, respectively. 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 2024 PRSU Awards to Messrs. Gliklich, Dorman, Capps, Fricke and Liebowitz are $5,600,061, $1,600,037, $800,041, $933,321 and $1,133,398, 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 2024, 2023 and 2022. 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) These amounts in 2024 consist of (i) accrued dividend equivalents paid in cash by the Company upon vesting in 2024 of LTI Awards: $153,059 to Mr. Gliklich, $35,386 to Mr. Dorman, $35,571 to Mr. Capps, $12,037 to Mr. Fricke and $17,574 to Mr. Liebowitz; (ii) Company-sponsored life insurance: $1,080 for each NEO; (iii) Company contributions to the 401(k) Plan: $20,700 ($13,800 total match and $6,900 non-elective contribution) for each NEO; and (iv) with respect to Mr. Gliklich, life insurance annual premiums paid by ESI: $11,409. 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.

  67. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth the cash bonus under the Annual Bonus Plan and the equity LTI Awards granted in 2024 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 2024 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.

  68. Grants of Plan-Based Awards in 2024

    | | | | 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 H. Gliklich | Bonus | — | — | 1,155,000 | 2,310,000 | — | — | — | — | — | — | — | | | PRSUs(2) | 1/19/24 | — | — | — | 62,585 | 125,169 | 250,338 | — | — | — | 2,800,031 | | | RSUs | 1/19/24 | — | — | — | — | — | — | 62,583 | — | — | 1,399,982 | | Carey J. Dorman | Bonus | — | — | 615,000 | 1,230,000 | — | — | — | — | — | — | — | | | PRSUs(2) | 1/19/24 | — | — | — | 17,882 | 35,763 | 71,526 | — | — | — | 800,018 | | | RSUs | 1/19/24 | — | — | — | — | — | — | 17,881 | — | — | 399,998 | | John E. Capps | Bonus | — | — | 599,872 | 1,199,744 | — | — | — | — | — | — | — | | | PRSUs(2) | 1/19/24 | — | — | — | 8,941 | 17,882 | 35,764 | — | — | — | 400,020 | | | RSUs | 1/19/24 | — | — | — | — | — | — | 8,940 | — | — | 199,988 | | Richard L. Fricke | Bonus | — | — | 356,250 | 712,500 | — | — | — | — | — | — | — | | | PRSUs(2) | 1/19/24 | — | — | — | 10,431 | 20,861 | 41,722 | — | — | — | 466,661 | | | RSUs | 1/19/24 | — | — | — | — | — | — | 10,431 | — | — | 233,341 | | Matthew Liebowitz | Bonus | — | — | 412,500 | 825,000 | — | — | — | — | — | — | — | | | PRSUs(2) | 1/19/24 | — | — | — | 12,667 | 25,333 | 50,666 | — | — | — | 566,699 | | | RSUs | 1/19/24 | — | — | — | — | — | — | 12,665 | — | — | 283,316 |

  69. Grants of Plan-Based Awards in 2024

    (1) Amounts shown represent the payouts under the Annual Bonus Plan for 2024 at each payout level based on base salary rates in effect as of December 31, 2024. 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. Fricke and Liebowitz. The actual payouts for 2024 can be found in the "Non-Equity Incentive Plan Compensation" column of the 2024 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 2024 under the 2013 Plan and which will be earned if adjusted EBITDA CAGR and CRI each achieves their target goals of 5.0% and 38.2%, 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 37.6%, 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 8.0% and 38.8%, respectively. For additional information about the 2024 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 2024, 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 2024 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.

  70. 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, 2024:

  71. 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 ($)(2) | | Benjamin H. Gliklich | 1/19/24 | — | — | — | — | 62,583 | 1,591,486 | 125,169 | 3,183,048 | | | 2/13/23 | — | — | — | — | 39,123 | 994,898 | 117,372 | 2,984,770 | | | 2/15/22 | — | — | — | — | 16,718 | 425,139 | 100,316 | 2,551,036 | | | 2/15/22 | — | — | — | — | — | — | 1,000,000 | 25,430,000 | | | 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 | 1/19/24 | — | — | — | — | 17,881 | 454,714 | 35,763 | 909,453 | | | 2/13/23 | — | — | — | — | 11,178 | 284,257 | 33,535 | 852,795 | | | 2/15/22 | — | — | — | — | 3,582 | 91,090 | 21,497 | 546,669 | | | 2/15/22 | — | — | — | — | — | — | 320,000 | 8,137,600 | | | 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 | — | — | — | — |

  72. 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 ($)(2) | | John E. Capps | 1/19/24 | — | — | — | — | 8,940 | 227,344 | 17,882 | 454,739 | | | 2/13/23 | — | — | — | — | 6,706 | 170,534 | 20,122 | 511,702 | | | 2/15/22 | — | — | — | — | 2,865 | 72,857 | 17,197 | 437,320 | | | 2/15/22 | — | — | — | — | — | — | 120,000 | 3,051,600 | | | 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 | — | — | — | — | | Richard L. Fricke | 1/19/24 | — | — | — | — | 10,431 | 265,260 | 20,861 | 530,495 | | | 2/13/23 | — | — | — | — | 3,354 | 85,292 | 10,060 | 255,826 | | | 2/15/22 | — | — | — | — | 955 | 24,286 | 5,732 | 145,765 | | Matthew Liebowitz | 1/19/24 | — | — | — | — | 12,665 | 322,071 | 25,333 | 644,218 | | | 2/13/23 | — | — | — | — | 6,706 | 170,534 | 20,122 | 511,702 | | | 2/15/22 | — | — | — | — | 2,388 | 60,727 | 14,331 | 364,437 | | | | | | | | — | — | 210,000 | 5,340,300 |

  73. 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) For each NEO, these columns reflect the market value at December 31, 2024 of unvested outstanding (i) RSUs and (ii) PRSUs assuming achievement of a 100% target payout, as applicable; in each case determined by multiplying the number of shares underlying the PRSUs or RSUs by $25.43, the closing price of the Company's common stock on that date. Equity Award Vesting Summary for Outstanding LTI Awards at December 31, 2024:

  74. 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: | | | 1/19/2024 | Dec. 31, 2026 (adjusted EBITDA CAGR and CRI) | | | 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) | | RSUs | Service Period | One-third vested/vests on: | | | 1/19/2024 | February 13, 2025, 2026 and 2027 | | | 2/13/2023 | February 13, 2024, 2025 and 2026 | | | 2/15/2022 | February 15, 2023, 2024 and 2025 | | 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 |

  75. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table presents the value realized by each NEO upon vesting of stock awards during 2024. 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 the business day prior to their actual vesting dates.

  76. Option Exercises and Stock Vested in 2024

    | | 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) | | Benjamin H. Gliklich | — | — | PRSU(1) | 137,156 | 3,182,019 | | | — | — | RSU(1) | 19,562 | 453,838 | | | — | — | RSU(1) | 16,719 | 387,881 | | | — | — | RSU(2) | 15,764 | 376,129 | | Carey J. Dorman | — | — | PRSU(1) | 31,548 | 731,914 | | | — | — | RSU(1) | 5,589 | 129,665 | | | — | — | RSU(1) | 3,583 | 83,126 | | | — | — | RSU(2) | 3,625 | 86,493 | | John E. Capps | — | — | PRSU(1) | 32,918 | 763,698 | | | — | — | RSU(1) | 3,354 | 77,813 | | | — | — | RSU(1) | 2,866 | 66,491 | | | — | — | RSU(2) | 3,783 | 90,262 | | Richard L. Fricke | — | — | PRSU(1) | 10,973 | 254,574 | | | — | — | RSU(1) | 1,677 | 38,906 | | | — | — | RSU(1) | 956 | 22,179 | | | — | — | RSU(2) | 1,261 | 30,087 | | Matthew Liebowitz | — | — | PRSU(1) | 15,088 | 350,042 | | | — | — | RSU(1) | 3,354 | 77,813 | | | — | — | RSU(1) | 2,389 | 55,425 | | | — | — | RSU(2) | 1,734 | 41,373 |

  77. Option Exercises and Stock Vested in 2024

    (1) 2021 PRSU awards and 1/3 increments of 2023 and 2022 RSU awards which vested based on a $23.20 stock price. (2) 1/3 increments of 2021 RSU awards which vested based on a $23.86 stock price. The value of dividend equivalents paid in cash by the Company to each NEO in 2024 upon vesting of RSU awards is shown in the "All Other Compensation" column in the 2024 Summary Compensation Table under "EXECUTIVE COMPENSATION TABLES" above.

  78. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table summarizes the estimated payments to be made under each agreement, plan or arrangement which provides for payments to a NEO at, following, or in connection with any termination of employment if the triggering events described in the headings of the table had occurred on December 31, 2024. 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, 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.

  79. Potential Payments upon Termination or Change in Control

    | | Potential Payments upon Termination or Change in Control(1) | | | | | | | | | | Termination Without Cause or for Good Reason | | | | Termination Without Cause or for Good Reason Within 6 Months Prior to or 2 Years Following a Change in Control(2) | | | | | Name | Salary ($) | Bonus ($) | LTI Awards Valuation ($) | Total ($) | Salary ($) | Bonus ($) | LTI Awards Valuation ($)(3) | Total ($) | | Benjamin H. Gliklich | — | — | — | — | 3,150,000 | 3,465,000 | 37,160,377 | 43,775,377 | | Carey J. Dorman | — | — | — | — | 1,230,000 | 1,230,000 | 11,276,577 | 13,736,577 | | John E. Capps | — | — | — | — | 1,199,744 | 1,199,744 | 4,926,096 | 7,325,584 | | Richard L. Fricke | — | — | — | — | 950,000 | 712,500 | 1,306,924 | 2,969,424 | | Matthew Liebowitz | — | — | — | — | 1,100,000 | 825,000 | 7,413,989 | 9,338,989 |

  80. 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) Reflects the terms of the CIC Agreements, LTI Awards agreements and base salary rates effective at December 31, 2024. See "— Termination and Change in Control Arrangements" above. (3) This column includes the value of unvested PRSUs and RSUs that would be accelerated and become vested or exercisable under the CIC Agreements. 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, 2024. The value of any unvested PRSUs and RSUs was determined by multiplying the number of shares underlying any such PRSUs and RSUs at December 31, 2024 by the $25.43 closing price per share of the Company's common stock on that date. All SOPs were vested at December 31, 2024. Accrued dividends on accelerated and vested PRSUs and RSUs would be paid at vesting in accordance with the terms of the applicable LTI Agreements ($1,232,590 to Mr. Gliklich, $377,058 to Mr. Dorman, $160,212 to Mr. Capps, $25,018 to Mr. Fricke and $246,980 to Mr. Liebowitz).

  81. 2024 Pension Benefits

    2024 Pension Benefits We do not maintain any pension benefit plan or arrangements in which any of the NEOs is entitled to participate.

  82. 2024 Non-Qualified Deferred Compensation

    2024 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.

  83. Pay Ratio

    Pay Ratio For 2024, we estimate the pay ratio of the annual total compensation of our CEO ($6,910,584 as reported in the 2024 Summary Compensation Table above) to the annual total compensation of our median employee ($46,565) to be approximately 145 to 1. 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 2024 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).

  84. 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 the CD&A section under EXECUTIVE COMPENSATION above.

  85. Pay Versus Performance Table (2020-2024)

    Pay Versus Performance Table (2020-2024)

  86. Pay Versus Performance Table (2020-2024)

    | 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) | | | | 2024 | 6,910,584 | 7,989,020 | 2,070,720 | 2,270,786 | 230.9 | 127.7 | 244.5 | 534.7 | | 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 |

  87. Pay Versus Performance Table (2020-2024)

    (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) For 2024, reflects average SCT totals of the non-PEO NEOs, as described in the CD&A above. For 2020-2023, reflects average SCT totals for Messrs. Dorman, Capps, D'Ambrisi, former Head of Electronics, and Goralski, former Head of Industrial & Specialty. (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 ESI Peer Groups for 2024, 2023, 2022 and 2021 consisted of the same companies listed under "Executive Compensation Setting Process — Market Benchmarking" in the CD&A above, except for restructuring and consolidation events. In 2020, the ESI 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 of Adjusted EBITDA, a non-GAAP financial measure and reconciliation to GAAP net income for the last two years, see "APPENDIX A – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement. For reconciliations of Adjusted EBITDA for the prior years, see our prior SEC filings, including proxy statements.

  88. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a key metric integrated in both our Annual Bonus Plan and in our LTI program and as such, has the potential to significantly influence the CAP to an executive in any given year. In 2024, the Company had robust adjusted EBITDA results of $535 million, which translated into higher incentive compensation. In 2023 and 2022, adjusted EBITDA results were impacted by a difficult macro economic backdrop and substantial inflation. In 2021, we saw strong adjusted EBITDA performance, which resulted in a bonus pool of 200%. 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 A – NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.

  89. Adjusted EBITDA

    | SECURITY OWNERSHIP |

  90. Adjusted EBITDA

    | Directors and Executive Officers |

  91. Adjusted EBITDA

    The following table sets forth the beneficial ownership of the Company's common stock at April 7, 2025 (the "Record Date"), unless indicated otherwise, for each current and former 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.

  92. 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 | 13,397,913(2) | — | 13,397,913 | 5.5 | | Benjamin H. Gliklich | President & CEO and Director | 801,035 | 181,123 | 982,158 | * | | Ian G.H. Ashken | Director | 1,960,240(3) | 6,045(10) | 1,966,285 | * | | Elyse Filon | Director | 17,906 | 6,045(10) | 23,951 | * | | Christopher T. Fraser | Director | 54,728 | 6,045(10) | 60,773 | * | | Michael F. Goss | Director | 264,827(4) | 6,045(10) | 270,872 | * | | E. Stanley O’Neal | Director | 342,428(5) | 6,045(10) | 348,473 | * | | Susan W. Sofronas | Director | 201 | 6,045(10) | 6,246 | * | | John E. Capps | GC | 567,289 | 120,175 | 687,464 | * | | Carey J. Dorman | CFO | 195,503(6) | 60,704 | 256,207 | * | | Richard L. Fricke | Head of Electronics | 40,829 | — | 40,829 | * | | Matthew Liebowitz | Head of I&S | 107,353 | — | 107,353 | * | | Nichelle Maynard-Elliott | Former Director | 32,154(7) | — | 32,154 | * | | All Directors and Executive Officers as a group (12 persons): | N/A | 16,447,323(8) | 398,272 | 16,845,595 | 6.9 |

  93. Adjusted EBITDA

    * Less than 1% ** Based on 242,504,073 shares of common stock outstanding at April 7, 2025 (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 13,397,913 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 9,987,906, 400,000, 5,280,413 and 2,419,500 shares of our common stock, respectively. The shares beneficially owned by Sir Martin consist of (i) 109,100 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) 5,280,413 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 13,397,913; 9,987,906; 400,000; 5,280,413 and 2,419,500 shares of our common stock represent approximately 5.5%, 4.1%, 0.2%, 2.1% and 1.0%, respectively, of all outstanding shares of our common stock at April 7, 2025. Sir Martin disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. 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 1,960,240 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 1,960,240 shares. The shares of our common stock beneficially owned by Mr. Ashken consist of (i) 598,880 shares held by IGHA Holdings, LLP, (ii) 1,353,995 shares held by Tasburgh and (iii) 7,365 shares held indirectly by trust. In the aggregate, such 1,960,240 shares of our common stock represent approximately 0.8% of all outstanding shares of our common stock at April 7, 2025. Mr.Ashken disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. (4) Includes (i) 17,906 shares of common stock held directly by Mr. Goss and (ii) 246,921 shares of common stock held by family trust (the "Trust"). 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) 285,351 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) 194,858 shares held directly by Mr. Dorman and (ii) 645 shares held by his spouse. (7) At June 4, 2024, the date of the 2024 Annual Meeting, on which Ms. Maynard-Elliott retired from the Board. (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 7, 2025 and (ii) shares underlying RSUs held by our directors and expected to vest by June 7, 2025 (60 days of April 7, 2025). (10) These RSUs were granted to each of our independent directors as compensation for their 2024-2025 directorship and will vest on June 3, 2025, subject to continuous directorship through and on such vesting date.

  94. Adjusted EBITDA

    | Principal Beneficial Owners |

  95. Adjusted EBITDA

    The following table presents each stockholder known by us to be the beneficially owner of more than 5% of our 242,504,073 shares of common stock outstanding at April 7, 2025, based on a review of filings with the SEC. Percentages are calculated based upon such shares outstanding at April 7, 2025, 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.

  96. Adjusted EBITDA

    | | Amount and Nature of Beneficial Ownership | Percent of Class | | Name of Beneficial Owner | | | | BlackRock, Inc. | 25,962,979(1) | 10.7% | | The Vanguard Group, Inc. | 24,932,851(2) | 10.3% | | FMR LLC | 18,442,643(3) | 7.6% | | Sir Martin E. Franklin and Affiliates | 13,397,913(4) | 5.5% |

  97. Adjusted EBITDA

    (1) Based on information contained in a Schedule 13G filed with the SEC on March 21, 2025, BlackRock, Inc. held sole voting power over 25,353,418 shares of common stock; shared voting power over 0 shares; sole dispositive power over 25,962,979 shares; and shared dispositive power over 0 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (2) Based on information contained in a Schedule 13G/A filed with the SEC on April 7, 2025, The Vanguard Group, Inc. (or its affiliated institutional investment managers) held sole voting power over 0 shares of common stock; shared voting power over 82,767 shares; sole dispositive power over 24,576,815 shares; and shared dispositive power over 356,036 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern, PA 19355. (3) Based on a Schedule 13G/A filed with the SEC on February 12, 2025. As of December 31, 2024, FMR LLC reported sole voting power over 18,403,127 shares of common stock; shared voting power over 0 shares; sole dispositive power over 18,442,642.93 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. (4) See footnote (2) under "—Directors and Executive Officers" above.

  98. Adjusted EBITDA

    | PROPOSAL 2 | Advisory Vote on 2024 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 |

  99. 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 2024 Annual Meeting, our Say-on-Pay proposal received approximately 78% stockholder support. The Board and the Compensation Committee see this strong level of approval as an endorsement of our current executive compensation program and how we addressed stockholder feedback in the prior years. Notwithstanding this result, we value the views of our stockholders and recognize the importance of continued outreach. We encourage stockholders to read the CD&A 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 2024 Say-on-Pay vote, we also explain in this section our 2025 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 2025 Annual Meeting: "RESOLVED, that the compensation paid to the Company's NEOs in 2024, as disclosed in the Proxy Statement for the Company's 2025 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 2026 annual meeting of stockholders.

  100. 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:

  101. Adjusted EBITDA

    | | Year Ended December 31, | Year Ended December 31, | | (dollars in millions) | 2024 | 2023 | | Net income | $244.5 | $118.2 | | Add (subtract): | | | | (Income) from discontinued operations, net of tax | (1.6) | (2.1) | | Income tax expense | 44.8 | 13.0 | | Interest expense, net | 56.3 | 49.3 | | Depreciation expense | 40.0 | 42.6 | | Amortization expense | 117.6 | 124.1 | | EBITDA | 501.6 | 345.1 | | Adjustments to reconcile to Adjusted EBITDA: | | | | Inventory step-up(1) | — | 3.3 | | Restructuring expense(2) | 7.8 | 11.4 | | Acquisition, divestiture and integration expense(3) | 21.7 | 16.8 | | Foreign exchange (gains) losses on intercompany loans(4) | (23.9) | (9.7) | | Debt refinancing costs(5) | 0.8 | 7.8 | | Goodwill impairment(6) | — | 80.0 | | Kuprion Acquisition research and development charge(7) | 3.9 | 15.7 | | Other, net(9) | 22.8 | 11.9 | | Adjusted EBITDA | $534.7 | $482.3 | | Bonus expense | 45.4 | | | Pre-bonus Adjusted EBITDA | $580.1 | | | Net Income Margin | | | | Total | 10.0% | 5.1% | | Adjusted EBITDA Margin | | | | Total | 21.8% | 20.7% |

  102. 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.