DEF 14A of Element Solutions Inc, Mar 23, 2026

DEF 14A of Element Solutions Inc

Filed Mar 23, 2026 · FY20250001590714-26-000034

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 | | 43 | | | 2025 Summary Compensation Table | 43 | | | Grants of Plan-Based Awards in 2025 | 44 | | | Outstanding Equity Awards at Year End | 46 | | | Option Exercises and Stock Vested in 2025 | 47 | | | Termination and Change in Control Arrangements | 47 | | | Potential Payments upon Termination or Change in Control | 48 | | | Other Post-Employment Payments | 49 | | | 2025 Pension Benefits | 49 | | | 2025 Non-Qualified Deferred Compensation | 49 | | | Equity Compensation Plan Information | 50 | | | Pay Ratio | 50 | | | Pay Versus Performance | 51 | | SECURITY OWNERSHIP | | 55 | | PROPOSAL 2 - ADVISORY VOTE ON 2025 EXECUTIVE COMPENSATION | | 59 | | PROPOSAL 3 - RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | | 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 2026 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

    | Benjamin H. Gliklich | | | Business Experience Mr. Gliklich was named Chief Executive Officer of Element Solutions and became a member of the Board of the Company in January 2019. He previously served in several capacities for the Company, including President, in addition to Chief Executive Officer, from July 2020 to October 2025, 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. Mr. Gliklich also currently serves as a member of the Board of Directors of the Global Electronics Association, a leading industry association for the electronics manufacturing ecosystem. Prior to joining Element Solutions, 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 CEO of the Company. | | | | Committees | | | None | | | Public Company Boards | | | None | | | Age: 41 | | | Director since: 2019 | | | CEO of Element Solutions |

  4. 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 consummation 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, operations, 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: 65 | | | Director since: 2013 | | | Independent |

  5. 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: 65 | | | Director since: 2021 | | | Independent |

  6. 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 two private companies: NESTRE Health and Performance Inc. and PPT Group. 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. He was also a director of several private companies: Smart Chemical Solutions, LLC, a private oil & gas chemicals company as well as NuCera Solutions LLC and Techmer PM, LLC. In addition, 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: 68 | | | Director since: 2019 | | | Independent |

  7. 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: 66 | | | Director since: 2013 | | | Independent Lead Director |

  8. 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 its Compensation Committee and Audit Committee, and a director of Alette, Inc., a private company since December 2025. He is also 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 Corporation's Compensation and Benefits Committee and Chair of its Governance and Nominating Committee from 2020 to 2023. 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 | | | Clearway Energy, Inc. | | | Hut 8 Corp. | | | Age: 74 | | | Director since: 2013 | | | Independent |

  9. 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: 63 | | | Director since: 2024 | | | Independent |

  10. Director Nominees

    | CORPORATE GOVERNANCE |

  11. 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.

  12. Involvement in Certain Legal Proceedings

    | DIRECTOR COMPENSATION |

  13. 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 2025 Annual Meeting to the 2026 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 3, 2025, the date of the 2025 Annual Meeting, and will vest on May 4, 2026 (the earlier of the one-year anniversary of their grant date and the date of the 2026 Annual Meeting as per the terms of the RSU agreements), 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 2025 director compensation program, which remained unchanged as compared to our 2024 program:

  14. 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 |

  15. Director Compensation Program

    Dividend equivalents. Each 2025 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.

  16. Director Compensation in 2025

    Director Compensation in 2025 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, 2025:

  17. Director Compensation in 2025

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ian G.H. Ashken | 97,500 | 140,000 | 1,934 | 239,434 | | Elyse Filon | 95,000 | 140,000 | 1,934 | 236,934 | | Christopher T. Fraser | 90,000 | 140,000 | 1,934 | 231,934 | | Michael F. Goss | 122,500 | 140,000 | 1,934 | 264,434 | | E. Stanley O’Neal | 82,500 | 140,000 | 1,934 | 224,434 | | Susan W. Sofronas | 82,500 | 140,000 | 1,934 | 224,434 |

  18. Director Compensation in 2025

    (1)As CEO of the Company, Mr. Gliklich received no compensation for his services as a director nor did Sir Martin, our founder director and current Executive Chairman. In 2025, under the Services Agreement between the Company and Mariposa Capital, an affiliate of Sir Martin, Mariposa Capital received an annual services fee of $2.0 million. On December 10, 2025, Sir Martin received a share award of 225,000 shares which vested on that same day, subject to lock-up restrictions. See "— Certain Relationships and Related Transactions — Transactions with Related Parties" above and "CD&A — Compensation Philosophy and Objectives — December 2025 Share Awards" below for more information. (2)Reflects the annual non-executive Board membership fee and incremental Committee and Committee chair fees for each director, as applicable. (3)Reflects the aggregate grant date fair value of RSUs granted to directors in 2025 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 6,539 RSUs on June 3, 2025, the date of the 2025 Annual Meeting, as incentive compensation for their respective 2025-2026 directorships. In each case, these RSUs were unvested and outstanding at December 31, 2025 and will vest on May 4, 2026, 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 2025 Annual Report. (4)The amounts shown represent the value of the accrued cash dividend equivalents settled in 2025 upon vesting of the RSUs granted in 2024 for their respective 2024-2025 directorships. For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

  19. COMPENSATION DISCUSSION AND ANALYSIS

    The core of our executive compensation philosophy is that rewards should be linked to the achievement of quantifiable financial and operating performance goals that translate 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, which are explicitly intended to deliver value to both 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 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 and adjusted EBITDA CAGR), 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 have a three-year performance period 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 •Our Clawback Policy 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:

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | Objectives | Our Actions | | Attract and retain an effective leadership team | We offer total compensation packages designed to be competitive with the markets in which we operate. We seek to retain our executives by benchmarking their compensation packages relative to companies in the ESI Peer Group (see "— Market Benchmarking" below), which are of similar size, scope and complexity, and other factors deemed relevant. | | Motivate and reward our executives with a focus on pay-for-performance | A meaningful portion of total executive compensation is weighted toward quantitative financial performance measures and is not guaranteed. Our typical compensation package includes a mix of base salary, short-term cash incentives ("Annual Bonus Plan") and long-term equity incentive ("LTI") grants based on performance and retention — the balance of our compensation elements links directly to our objectives, motivating executives to outperform on our strategic goals. In line with our pay-for-performance compensation philosophy, when the Company outperforms or underperforms as compared to our pre-established goals, payouts can result in above or below target levels, respectively. |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    | Objectives | Our Actions | | Create a strong financial incentive that aligns with our long-term objectives and stockholders' interests | Through a combination of appropriate performance metrics and targets, our executive officers are paid according to how the Company performs, at the corporate level and segment level. In 2025, the performance metrics used in our incentive programs included: Annual Bonus* Adjusted EBITDA and adjusted EPS Long-term Incentive Plan* •3-year LTI Awards — Constant currency adjusted EBITDA compound annual growth rate ("adjusted EBITDA CAGR") and adjusted EPS •Relative TSR Multiplier – Performance share payout is modified by a multiplier based on our total shareholder return over the performance period relative to our Proxy Peer Group such that the payout is further linked to shareholder value creation Management considers these measures as key indicators of the Company's operating performance and key drivers of long-term stockholder value. |

  22. Cancellation of Executive Stretch Awards

    Cancellation of Executive Stretch Awards In 2025, the Compensation Committee engaged FW Cook, an independent compensation consultant, to research discrepancies between the Board’s goal of incentivizing exceptional performance and the actual historical compensation paid to certain executives in light of the Company’s strong results in recent years. FW Cook's compensation analyses, including a benchmarking analysis of the compensation of the Company’s executives against its then existing proxy peer group, demonstrated that although the Company had delivered proxy peer group-leading total shareholder return ("TSR") over the past 3- and 5-year periods at the time of the analysis, total compensation for the Company’s CEO was below the midpoint with similar discrepancies existing for other executives. CEO compensation was in the bottom-quartile of the peer group cumulatively over that period. Upon review of the 2022 stretch incentive program and following discussions with FW Cook, the Compensation Committee recommended the cancellation of the outstanding 2022 “stretch” incentive awards, due to their lack of incentive value. The 2022 stretch incentive program had been intended to incentivize management and reward participants for exceptional performance relative to the Company's proxy peer group. However, the performance target for those awards, which was to double adjusted earnings per share from 2021 to 2026, had been set based on record 2021 results that were impacted by the post-pandemic market rebound after the COVID-19 economic disruptions. Despite the strong relative stock price performance of the Company and relative earnings growth outperformance, it was established that the target was unattainable and that the program did not deliver compensation commensurate with that performance. Upon recommendation of the Compensation Committee, the Board approved the cancellation of the stretch incentive awards and the discontinuation of the use of similar stretch incentive programs going forward. In addition, upon review of available options presented by FW Cook for remediating the historical pay discrepancy resulting from reliance on the 2022 stretch incentive program and for addressing total direct compensation going forward in a manner that would continue to incentivize exceptional performance, the Compensation Committee recommended, and the Board approved, the grant of new share awards to certain executives and, starting in 2026, the increase of the annual compensation of key leadership members. These changes were also intended to prevent similar pay vs. performance discrepancies from developing in the future. See "December 2025 Share Awards" and "— Components of the Executive Compensation Program" below for more information.

  23. Revised Proxy Peer Group

    Revised Proxy Peer Group As part of its executive compensation benchmarking analysis, FW Cook undertook an in-depth review of the Company's peer group and recommended a new peer group, which the Board approved upon recommendation of the Compensation Committee. Given the Company’s portfolio evolution, the Compensation Committee believes this refined peer group better reflects the Company’s size, end-market mix, margin profile and expected growth trajectory based on comparable performance goals. This peer group also incorporates many of the companies with whom we compete for talent. See "— Executive Compensation Setting Process — Market Benchmarking" below for more information.

  24. 2025 Performance Payouts

    2025 Performance Payouts At its regularly scheduled February 2026 meeting, management and the Compensation Committee reviewed the Company's Annual Bonus Plan and 2023 LTI performance levels. In order to ensure that employees, including NEOs, are compensated on the basis of differential rather than circumstantial performance, the Compensation Committee approved adjustments to account for the impact of non-recurring events, as permitted under the terms of our incentive compensation plans. In 2025, these events consisted of divestitures, including the sale of our Graphics business in February 2025, movements in foreign-exchange rates and significant fluctuations of precious metals prices, in particular tin and silver prices. Excluding the impact of these events, adjusted EBITDA reached the pre-established "Maximum" achievement level of 6.5%, translating to a 200% payout level. Similarly, excluding the impact of the applicable adjustments, the 3-year cash return on investment ("CRI") improvement — an underlying performance metric for the 2023 PRSU grants — was at 40 bps between "Threshold" of 33 bps annual improvement and the "Target" level of 50 bps annual improvement, translating to a 70% payout level.

  25. Consideration of the Stockholder Advisory Vote on Executive Compensation

    Consideration of the Stockholder Advisory Vote on Executive Compensation As part of its compensation setting process, the Compensation Committee evaluates the results of the most recent advisory vote of the Company's stockholders on executive compensation, commonly known as the "Say-on-Pay" vote, and any feedback received from the Company's largest stockholders in conjunction with this vote. At our 2025 Annual Meeting, a significant majority of our stockholders, 93.92% of votes cast, supported the 2024 compensation of our executives. Considering this strong outcome, no specific component of our 2025 executive compensation program was altered on the basis of this vote. In early 2025, we had, however, proactively taken into account the feedback of certain stockholders who specifically encouraged the addition of a relative TSR component and the replacement of CRI with adjusted EPS in our executive compensation program. Starting with our 2025 PRSU awards, a TSR modifier relative to the ESI Peer Group was adopted and adjusted EPS replaced CRI as an underlying performance metric in our three-year LTI program. See "— Components of the Executive Compensation Program" below for more information. In addition, in discussions with stockholders, the incentive value of the 2022 "stretch" awards was often part of the dialogue with stockholders noting that the adjusted EPS target for those awards was unlikely to be attained despite the Company's strong relative stock price performance. This feedback contributed in part to the compensation decisions made in December 2025. See "Compensation Philosophy and Objectives — Recent Developments" above for more information. The Compensation Committee will continue to consider the views of our stockholders in connection with our executive compensation program and refine it based upon evolving best practices, market compensation information, including on the basis of our revised proxy peer group, and changing regulatory requirements.

  26. Market Benchmarking

    Market Benchmarking As a reference point for evaluating our executive compensation program, we use a peer group (the "ESI Peer Group"), which consists of specialty chemicals companies and electronics industry participants 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. In addition, we believe peer group data should be used as a point of reference, but not as the sole factor in our executive officers’ compensation. In general, the Compensation Committee’s objective is for target total direct compensation opportunities to be competitive with the peer group, with individual variation based on the individual’s performance, experience and role within ESI.

  27. 2025 Peer Group

    2025 Peer Group For 2025, the following initial Peer Group remained the same as in 2024 and was as follows:

  28. 2025 Peer Group

    | 2025 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 | |

  29. 2025 Peer Group

    The table below illustrates ESI's position relative to the companies included in the 2025 ESI Peer Group with respect to market capitalization, adjusted EBITDA and revenue at December 31, 2025 based on information available in their respective public filings:

  30. 2025 Peer Group

    | Element Solutions v. 2025 ESI Peer Group | | | | | ($ millions based on 2025 financial results & market capitalization as of 12/31/25) | | | | | | Market Capitalization | Adjusted EBITDA | Revenue | | 75th percentile | 6,676 | 817 | 4,257 | | Median | 3,235 | 548 | 2,698 | | 25th percentile | 2,255 | 382 | 1,977 | | ESI | 6,048 | 548 | 2,551 | | ESI's percentile | 64% | 50% | 43% |

  31. 2025 Peer Group

    We do not target executive compensation to the ESI Peer Group median. Instead, we strive to provide a compensation package that is competitive in the market taking into consideration each executive's performance and tenure, 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.

  32. Revised Peer Group

    Revised Peer Group In 2025, the Compensation Committee engaged FW Cook, a leading compensation consultant, to conduct a comprehensive review and evaluation of our executive compensation program. As part of this process, FW Cook undertook an in-depth review of the Company's peer group and suggested a new peer group of 18 companies, which compare to the Company on the basis of key factors, such as scale (1/3x-3x revenue, market cap, enterprise value and adjusted EBITDA), industry (primary and adjacent) and end-markets, and business characteristics, including valuation, profitability and stock performance. Given the Company’s portfolio evolution and growth, the Compensation Committee believes the new peer group better reflects the Company’s size, end-market mix, growth trajectory and margin profile. The revised ESI peer group approved by the Board for use going forward is as follows:

  33. Revised Peer Group

    | Revised ESI Peer Group | | | Albemarle Corporation | H.B. Fuller Company | | Ashland Global Holdings Inc. | Littelfuse, Inc. | | Atkore International Inc. | MKS Inc. | | Avient Corporation | Qnity Electronics, Inc. | | Axalta Coating Systems Ltd. | Quaker Chemical Corporation | | Balchem Corporation | RPM International Inc. | | Cabot Corporation | Sensient Technologies Corporation | | Coherent Corp. | Teradyne, Inc. | | Entegris, Inc. | Trimble Inc. |

  34. Revised Peer Group

    The Compensation Committee believes the revised peer group better reflects the Company's market positioning as a premier electronics materials company and represents a reasonable balance in terms of industry mix and financial size while providing a robust and stable set of data points for benchmarking executive pay going forward. The Compensation Committee further believes this peer group provides a more meaningful gauge of current pay practices and levels among peer companies engaged in the different aspects of the Company’s businesses.

  35. ESI Peer Group and 2025 LTI Program

    ESI Peer Group and 2025 LTI Program As previously reported, 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). See "— Equity-Based Long-Term Incentives - LTI Program (Variable)" below.

  36. 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 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 2025 with respect to each of them:

  37. Role of Management in Establishing Compensation

    | Pay Component | Fixed or Variable | Primary Objectives | 2025 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 2024: •Annual Bonus Plan mainly based on adjusted EBITDA performance •Performance metrics to determine payouts: ◦Adjusted EBITDA (ESI / Business performance) ◦Adjusted EPS (Individual performance) | | 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) | Updated 3-year LTI program to replace cash return on investment ("CRI") with adjusted EPS: •67% performance-based restricted stock units ("PRSUs") vesting at the end of a 3-year performance period, subject to adjusted EBITDA CAGR and adjusted EPS goals and TSR Modifier •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 2024 |

  38. Role of Management in Establishing Compensation

    | 2025 Executive Compensation Highlights | | 2025 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) | | 2025 LTI Awards (Three-year program) | | •Tied to adjusted EBITDA CAGR and adjusted EPS, driving stockholder value | | •Subject to a relative TSR modifier, ensuring correlation between performance and payouts |

  39. Role of Management in Establishing Compensation

    Base salary is the only fixed portion of the NEOs' total direct compensation. This cash compensation is intended to attract, motivate and retain the quality executives we need to lead our complex global business. Base salaries are set on an annual basis to compensate executives for their leadership and responsibilities while fostering sustained individual performance. No formulaic base salary increases or guarantee of base salary increases are provided to the NEOs. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive. In general, base salaries are initially established through arm’s-length negotiation at the time the executive officer is hired or promoted, taking into account factors such as the executive officer’s qualifications, experience and intended role at the Company. The Compensation Committee sets or increases the salary of each executive as part of its annual compensation review process. Adjustments may be decided, as appropriate, based on individual contributions, prior experience and sustained performance. From time to time, base salaries are also benchmarked against the practices of our peer group and other market data and reviewed in the case of promotions or other significant changes in responsibility. The base salary earned in 2025 by each NEO is reflected in the "Salary" column of the 2025 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.

  40. Role of Management in Establishing Compensation

    | Cash Compensation - Annual Bonus Plan (Variable) |

  41. 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 design, 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.

  42. 2025 Annual Bonus Plan

    2025 Annual Bonus Plan In 2025, 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 divestitures, translational foreign exchange and precious metals pricing 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 modestly above Target level in 2025 ▪The additional bonus pool was based on company-wide adjusted EBITDA (CEO, CFO, GC, and President, Specialties) and Electronics' adjusted EBITDA (President, Electronics) ◦Focused on Value Creation: The NEOs' individual objectives were tied to the Company's adjusted EPS performance (CEO, CFO and GC), Specialties' adjusted EBITDA (President, Specialties) and Electronics' adjusted EBITDA growth tied to strategic product categories (President, Electronics). We believe adjusted EPS and adjusted EBITDA are key profitability metrics, directly correlated to stockholder value creation. The table below summarizes the design of the 2025 Annual Bonus Plan, including their respective weightings:

  43. 2025 Annual Bonus Plan

    | 2025 Annual Bonus Plan Design | | Weighting | | ESI Bonus Pool | Adjusted EBITDA* | 25% | | ESI or Business Pool | Adjusted EBITDA* | 50% | | Individual Performance | Adjusted EPS* or segment adj. EBITDA* | 25% |

  44. 2025 Annual Bonus Plan

    * See definitions in "APPENDIX A – NON-GAAP DEFINITIONS AND RECONCILIATIONS" The specific reasons for selecting the metrics underlying our 2025 Annual Bonus Plan are indicated below:

  45. 2025 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 |

  46. 2025 Annual Bonus Plan

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

  47. Performance Targets and Achievements

    | Performance Metric | Consolidated Corporate Level | | | | | | | Threshold (0% payout) | Midpoint (50% payout) | Target (100% payout) | Stretch (200% payout) | 2025 Actual Result** | | Pre-Bonus Adjusted EBITDA* | $487 million | $502 million | $553 million | $609 million | $558 million |

  48. Performance Targets and Achievements

    | Individual Performance | Target (100% payout) | 2025 Actual Results* | | Adjusted EPS* | $1.40 | $1.49 |

  49. 2025 Annual Bonus Plan Payouts

    2025 Annual Bonus Plan Payouts In 2025, the pre-bonus adjusted EBITDA results of $558 million achieved Target level. On this basis, the Compensation Committee approved an ESI bonus pool at 107%. In addition, the Company achieved adjusted EPS results above Target level — at approximately 173%. When taking into account the weightings shown in the 2025 Annual Bonus Plan Design table above, total Annual Bonus Plan payouts equivalent to approximately 126% of Target were received by each of Messrs. Gliklich, Capps and Dorman and approximately 108% by each of Messrs. Fricke and Liebowitz (as a result of the achievement level of their respective individual objectives indicated above), in each case applied to their respective Annual Bonus Plan target opportunities (110% (CEO), 100% (CFO and GC) and 75% (President, Electronics and President, Specialties). These payouts directly reflected the Compensation Committee’s assessment of the NEOs’ performance against the financial and strategic objectives of the Company. The 2025 Annual Bonus Plan payouts to our NEOs are included in the "Non-Equity Incentive Plan Compensation" column of the 2025 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.

  50. 2025 Annual Bonus Plan Payouts

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

  51. 2025 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's 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.

  52. 2025 LTI Program

    2025 LTI Program In 2025, 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. However, the PRSU performance mix changed in 2025. Based on stockholders' feedback, the Compensation Committee, upon management's recommendation, approved the replacement of CRI with adjusted EPS and the adoption of a relative TSR modifier. Adjusted EPS is one of the key financial metrics we provide externally as a measurement of our operational success, tax and balance sheet management and efficient 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 is weighted at 50%, as is adjusted EBITDA CAGR, which remains as the second performance metric underlying the 2025 PRSUs. We believe these respective weightings motivate our NEOs toward achieving strong operating and financial results while driving share price appreciation and longer-term stockholder returns. In addition, a new TSR modifier relative to the ESI Peer Group now applies to each underlying PRSU metric — the new adjusted EPS metric and adjusted EBITDA CAGR metric, which remained unchanged. We believe a relative TSR modifier will further align executive compensation with stockholders' interests as higher TSR performance leads to higher potential returns for stockholders, which in turn ensures a correlation between performance and payouts. We also believe a three-year relative TSR modifier is an efficient way to further account for the cyclical nature of our business. The Company's TSR performance will be measured against the ESI Peer Group's. For more information on the ESI Peer Group, see "— Executive Compensation Setting Process - Market Benchmarking" above. The relative TSR will be determined on a scale of 50% to 150% of the earned award — which means that it can impact the payout of the 2025 PRSUs upward or downward by 50% depending on the Company's relative TSR performance at the end of the three-year performance period, as shown below:

  53. 2025 LTI Program

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

  54. 2025 LTI Program

    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 2025 LTI Awards eligible to earn up to 300% of the number of PRSUs initially granted or as few as zero shares at the end of the three-year cycle, subject to the relative TSR modifier. These terms are consistent with those of the PRSUs and RSUs granted to other Company employees. In addition, the 2025 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 2025 LTI Awards is included below:

  55. Performance-Based Restricted Stock Units (PRSUs)

    Performance-Based Restricted Stock Units (PRSUs) The number of PRSUs granted to an executive was determined by taking 67% of the total dollar value of the LTI Award of such executive and dividing it 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 adjusted EBITDA CAGR and adjusted EPS goals, subject to the applicable relative TSR modifier. The following table summarizes the 2025 performance levels for each of these performance metrics, and their respective weighted payout percentage:

  56. Performance-Based Restricted Stock Units (PRSUs)

    | 2025 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% | | 2027 Adjusted EPS | $1.55 | $1.65 | $1.75 | 50% | | | | | | 100% |

  57. 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 ** Excludes contributions from the Graphics business sold on February 28, 2025 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 2025 PRSU represents a contingent right to receive up to 3 shares of the Company's common stock, subject to the relative TSR modifier. Each 2025 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 2025 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 2025 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 2025 table under "EXECUTIVE COMPENSATION TABLES" below.

  58. Time-Based Restricted Stock Unit (RSUs)

    Time-Based Restricted Stock Unit (RSUs) The number of RSUs granted to an executive was determined by taking 33% of the total dollar value of the LTI Award for such executive and dividing it 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 2025 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 2025 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 2025 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 2025 table under "EXECUTIVE COMPENSATION TABLES" below.

  59. Time-Based Restricted Stock Unit (RSUs)

    | Benefits and Other Perquisites |

  60. 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 2025, 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:

  61. 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.

  62. 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.

  63. 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 NEO, against any and all costs, expenses or liabilities incurred by them by reason of being or having been an officer of the Company.

  64. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following summary compensation table sets forth the annual and long-term compensation of our named executive officers in 2025 (collectively, the "NEOs"):

  65. 2025 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 CEO | 2025 | 1,087,500 | — | 23,688,894 | — | 1,520,947 | — | 183,121 | 26,480,462 | | | 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 | | Carey J. Dorman CFO | 2025 | 632,250 | — | 7,547,462 | — | 801,954 | — | 41,322 | 9,022,988 | | | 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 | | Richard L. Fricke President, Electronics | 2025 | 488,500 | — | 790,503 | — | 399,305 | — | 27,934 | 1,706,242 | | | 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 | | Matthew Liebowitz President, Specialties | 2025 | 565,000 | — | 5,012,897 | — | 461,209 | — | 34,749 | 6,073,855 | | | 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 | | John E. Capps Former GC/ Of Counsel(5) | 2025 | 599,872 | — | 2,707,761 | — | 754,026 | — | 44,439 | 4,106,098 | | | 2024 | 595,504 | — | 600,008 | — | 772,210 | — | 57,351 | 2,025,073 | | | 2023 | 576,800 | — | 600,018 | — | 122,304 | — | 23,954 | 1,323,076 |

  66. 2025 Summary Compensation Table

    (1) Reflects base salary rates in effect as of April 1, 2025, for Messrs. Gliklich ($1,100,000), Dorman ($638,000), Capps ($599,872), Fricke ($493,000) and Liebowitz ($570,000). Neither Mr. Fricke nor Mr. Liebowitz was a NEO in 2023. (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 2025 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, 2024 and 2023, filed with the SEC on February 19, 2025 and February 21, 2024, 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 2025 PRSU Awards to Messrs. Gliklich, Dorman, Fricke, Liebowitz and Capps are $9,512,672, $2,756,576, $1,621,520, $1,945,858 and $864,872, 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 2025, 2024 and 2023. 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 2025 consist of (i) accrued dividend equivalents paid in cash by the Company upon vesting in 2025 of LTI Awards: $83,396 to Mr. Gliklich, $19,242 to Mr. Dorman, $22,359 to Mr. Capps, $5,854 to Mr. Fricke and $12,669 to Mr. Liebowitz; (ii) Company-sponsored life insurance: $1,080 for each NEO; (iii) Company contributions to the 401(k) Plan: $21,000 ($14,000 total match and $7,000 of non-elective contribution, which remains subject to finalization as of the date hereof (2% of eligible compensation of 2025)) for each NEO; and (iv) with respect to Mr. Gliklich, life insurance annual premiums paid by the Company: $11,409, and incremental cost to the Company for personal use of Company-procured aircraft calculated based on an hourly rate and variable operational costs, including fuel, maintenance and landing fees: $66,286. From time to time, family members or guests of executives may accompany them on a business-related flight aboard a private aircraft. In these instances, 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. (5) Mr. Capps retired as EVP, General Counsel of the Company, effective November 1, 2025.

  67. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth the cash bonus under the Annual Bonus Plan and the equity LTI Awards granted in 2025 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 2025 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 2025

    | | | | 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 | — | — | 1,210,000 | 2,420,000 | — | — | — | — | — | — | — | | | Share(2) | 12/10/25 | | | | | | | 750,000 | | | 19,051,350 | | | PRSUs(3) | 2/12/25 | — | — | — | 56,826 | 113,652 | 340,956 | — | — | — | 3,170,891 | | | RSUs | 2/12/25 | — | — | — | — | — | — | 56,825 | — | — | 1,466,653 | | Carey J. Dorman | Bonus | — | — | 638,000 | 1,276,000 | — | — | — | — | — | — | — | | | Share(2) | 12/10/25 | | | | | | | 240,000 | | | 6,203,616 | | | PRSUs(3) | 2/12/25 | — | — | — | 16,467 | 32,934 | 98,802 | — | — | — | 918,859 | | | RSUs | 2/12/25 | — | — | — | — | — | — | 16,466 | — | — | 424,987 | | Richard L. Fricke | Bonus | — | — | 369,750 | 739,500 | — | — | — | — | — | — | — | | | PRSUs(3) | 2/12/25 | — | — | — | 9,687 | 19,373 | 58,119 | — | — | — | 540,507 | | | RSUs | 2/12/25 | — | — | — | — | — | — | 9,686 | — | — | 249,996 | | Matthew Liebowitz | Bonus | — | — | 427,500 | 855,000 | — | — | — | — | — | — | — | | | Share(2) | 12/10/25 | | | | | | | 160,000 | | | 4,064,288 | | | PRSUs(3) | 2/12/25 | — | — | — | 11,624 | 23,248 | 69,744 | — | — | — | 648,619 | | | RSUs | 2/12/25 | — | — | — | — | — | — | 11,623 | — | — | 299,990 |

  69. Grants of Plan-Based Awards in 2025

    | | | | 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 (#) | | | | | | John E. Capps | Bonus | — | — | 599,872 | 1,199,744 | — | — | — | — | — | — | — | | | Share(2) | 12/10/25 | | | | | | | 90,000 | | | 2,286,162 | | | PRSUs(3) | 2/12/25 | — | — | — | 5,167 | 10,333 | 30,999 | — | — | — | 288,291 | | | RSUs | 2/12/25 | — | — | — | — | — | — | 5,165 | — | — | 133,309 |

  70. Grants of Plan-Based Awards in 2025

    (1) Amounts shown represent the payouts under the Annual Bonus Plan for 2025 at each payout level based on base salary rates in effect as of December 31, 2025. 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 2025 can be found in the "Non-Equity Incentive Plan Compensation" column of the 2025 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) Share awards granted and vested on December 10, 2025 as part of the Company's continued evaluation of its executive compensation program. The grant date fair value of these awards incorporates the selling restrictions into the calculation of the estimated fair value. Under the terms of the awards, the net vested shares are subject to a lock-up agreement, effective December 10, 2025 (the "Lock-up Date"), with restrictions expiring ratably on the first, second and third anniversary of the Lock-up Date. The awards are also subject to the Company’s Clawback Policy related to executive compensation. (3) Amounts shown in the "Target" column are the number of PRSUs granted in 2025 under the 2024 Plan and which will be earned if constant currency adjusted EBITDA CAGR and adjusted EPS each achieves their target goals of 5.0% and $1.65, respectively. The "Threshold" column (50% of Target) corresponds to the number of PRSUs earned if constant currency adjusted EBITDA CAGR and adjusted EPS each achieves their threshold goals of 3.5% and $1.55, respectively. For purposes of this table, the "Target" and "Threshold" columns assume a relative TSR multiplier of 100% (Company TSR between 25th and 75th percentiles). The "Maximum" column (300% of Target) corresponds to the number of PRSUs earned if constant currency adjusted EBITDA CAGR and adjusted EPS each achieves their stretch goals of 8.0% and $1.75, respectively (200% of Target), and assumes a maximum TSR multiplier of 150% (Company TSR above 75th percentile). The relative TSR multiplier can ultimately impact the payout upward (above 75th percentile) or downward (bottom quartile) by 50% depending on the Company's TSR performance at the end of the three-year performance period. For additional information about the 2025 PRSU awards, see "Components of our Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above. (4) The amounts in this column represent the grant date fair value of the LTI Awards granted to the NEOs in 2025, 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 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2025 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.

  71. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table summarizes information regarding the outstanding PRSUs and RSUs held by each NEO at December 31, 2025. There were no SOP grants outstanding on that date — see "Option Exercises and Stock Vested in 2025" below:

  72. Outstanding Equity Awards at Year End

    | | | Stock Awards(1) | | | | | | | Time-Based RSUs | | Performance-Based RSUs | | | | Grant 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 | 2/12/25 | 56,825 | 1,420,057 | 113,652 | 2,840,163 | | | 1/19/24 | 41,722 | 1,042,633 | 125,169 | 3,127,973 | | | 2/13/23 | 19,561 | 488,829 | 117,372 | 2,933,126 | | Carey J. Dorman | 2/12/25 | 16,466 | 411,485 | 32,934 | 823,021 | | | 1/19/24 | 11,920 | 297,881 | 35,763 | 893,717 | | | 2/13/23 | 5,589 | 139,669 | 33,535 | 838,040 | | Richard L. Fricke | 2/12/25 | 9,686 | 242,053 | 19,373 | 484,131 | | | 1/19/24 | 6,954 | 173,780 | 20,861 | 521,316 | | | 2/13/23 | 1,677 | 41,908 | 10,060 | 251,399 | | Matthew Liebowitz | 2/12/25 | 11,623 | 290,459 | 23,248 | 580,968 | | | 1/19/24 | 8,443 | 210,991 | 25,333 | 633,072 | | | 2/13/23 | 3,353 | 83,791 | 20,122 | 502,849 | | John E. Capps | 2/12/25 | 5,165 | 129,073 | 10,333 | 258,222 | | | 1/19/24 | 5,960 | 148,940 | 17,882 | 446,871 | | | 2/13/23 | 3,353 | 83,791 | 20,122 | 502,849 |

  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, 2025 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 $24.99, the closing price of the Company's common stock on that date. Equity Award Vesting Summary for Outstanding LTI Awards at December 31, 2025:

  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: | | | 2/12/2025 | Dec. 31, 2027 (constant currency adjusted EBITDA CAGR and adjusted EPS) | | | 1/19/2024 | Dec. 31, 2026 (constant currency adjusted EBITDA CAGR and CRI) | | | 2/13/2023 | Dec. 31, 2025 (constant currency adjusted EBITDA CAGR and CRI) | | RSUs | Service Period | One-third vested/vests on: | | | 2/12/2025 | February 12, 2026, 2027 and 2028 | | | 1/19/2024 | February 13, 2025, 2026 and 2027 | | | 2/13/2023 | February 13, 2024, 2025 and 2026 |

  75. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table presents the value realized by each NEO upon the exercise of SOPs and the vesting of stock awards during 2025. 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 2025

    | | 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 | 74,564 | 950,251 | Share Award(1) | 750,000 | 20,685,000 | | | 21,695 | 297,005 | PRSU(2) | 50,158 | 1,294,578 | | | 64,227 | 845,160 | RSU(2) | 20,861 | 538,422 | | | 20,637 | 392,928 | RSU(2) | 19,562 | 504,895 | | | | | RSU(2) | 16,718 | 431,492 | | Carey J. Dorman | 19,380 | 311,526 | Share Award(1) | 240,000 | 6,619,200 | | | 9,634 | 12,505 | PRSU(2) | 10,749 | 277,432 | | | 31,690 | 340,192 | RSU(2) | 5,961 | 153,853 | | | | | RSU(2) | 5,589 | 144,252 | | | | | RSU(2) | 3,582 | 92,451 | | Richard L. Fricke | — | — | PRSU(2) | 2,866 | 73,971 | | | — | — | RSU(2) | 3,477 | 89,741 | | | — | — | RSU(2) | 1,677 | 43,283 | | | — | — | RSU(2) | 955 | 24,649 | | Matthew Liebowitz | | | Share Award(1) | 160,000 | 4,412,800 | | | — | — | PRSU(2) | 7,166 | 184,954 | | | — | — | RSU(2) | 4,222 | 108,970 | | | — | — | RSU(2) | 3,353 | 86,541 | | | — | — | RSU(2) | 2,388 | 61,634 | | John E. Capps | 33,719 | 384,414 | Share Award(1) | 90,000 | 2,482,200 | | | 25,615 | 442,056 | PRSU(2) | 17,197 | 443,855 | | | 21,695 | 292,399 | RSU(2) | 2,980 | 76,914 | | | 39,146 | 455,530 | RSU(2) | 3,353 | 86,541 | | | | | RSU(2) | 2,865 | 73,946 |

  77. Option Exercises and Stock Vested in 2025

    (1) Share awards granted on December 10, 2025 which vested on that same day based on a $27.58 stock price. These shares are subject to certain selling restrictions. (2) 2022 PRSU awards and 1/3 increments of 2024, 2023 and 2022 RSU awards which vested based on a $25.81 stock price. The value of dividend equivalents paid in cash by the Company to each NEO in 2025 upon vesting of RSU awards is shown in the "All Other Compensation" column in the 2025 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, 2025. 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 | — | — | — | — | 3,300,000 | 3,630,000 | 11,852,781 | 18,782,781 | | Carey J. Dorman | — | — | — | — | 1,276,000 | 1,276,000 | 3,403,813 | 5,955,813 | | Richard L. Fricke | — | — | — | — | 986,000 | 739,500 | 1,714,587 | 3,440,087 | | Matthew Liebowitz | — | — | — | — | 1,140,000 | 855,000 | 2,302,130 | 4,297,130 | | John E. Capps | — | — | — | — | 1,199,744 | 1,199,744 | 1,569,746 | 3,969,234 |

  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 and LTI Awards agreements and base salary rates effective at December 31, 2025. 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, 2025. 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, 2025 by the $24.99 closing price per share of the Company's common stock on that date. Accrued dividends on accelerated and vested PRSUs and RSUs would be paid at vesting in accordance with the terms of the applicable LTI Agreements ($292,819 to Mr. Gliklich, $83,884 to Mr. Dorman, $42,754 to Mr. Capps, $38,368 to Mr. Fricke and $55,311 to Mr. Liebowitz).

  81. 2025 Pension Benefits

    2025 Pension Benefits We do not maintain any pension benefit plan or arrangements in which any of the NEOs is entitled to participate.

  82. 2025 Non-Qualified Deferred Compensation

    2025 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 2025, we estimate the pay ratio of the annual total compensation of our CEO ($26,480,462 as reported in the 2025 Summary Compensation Table above) to the annual total compensation of our median employee ($48,578) to be approximately 545 to 1. Excluding our CEO's December 2025 share award, the pay ratio would have been approximately 153 to 1 (v. 145 to 1 in 2024). We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In accordance with SEC rules, we identified a new "median employee" in 2025 by using the following methodology, which is consistent with the approach used in the prior years: •We selected December 31, 2025 as the date upon which we would identify our "median employee;" •As of this date, our total employee population consisted of 5,202 full-time and part-time employees, contractors and consultants, excluding our CEO and consultants who were not paid directly by the Company; •We excluded employees from certain foreign jurisdictions* whose compensation was not considered representative of our global workforce. This exclusion represented less than 5% of our total number of employees as permitted under SEC rules; and •We 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, 2025. At December 31, 2025, our employee population included 959 U.S.-based employees and 4,243 employees outside of the U.S. After excluding 235 employees* (representing less than 5% of our total number of employees), as permitted under SEC rules, we identified our median employee from a group of approximately 4,967 employees globally. The SEC rules for identifying the median compensated employee and calculating the CEO 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, 2025 were: Japan (60), Hong Kong (43), Thailand (43), Vietnam (23), Belgium (15), Poland (14), Sweden (8), Philippines (6), Canada (5), Czechia (5), Slovakia (4), Australia (3), Portugal (3) and Romania (3).

  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 (2021-2025)

    Pay Versus Performance Table (2021-2025)

  86. Pay Versus Performance Table (2021-2025)

    | 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) | | | | 2025 | 26,480,462 | 29,228,004 | 5,227,296 | 5,703,011 | 150.9 | 100.9 | $191.0 | $548.0 | | 2024 | 6,910,584 | 7,989,020 | 2,070,720 | 2,270,786 | 151.6 | 99.2 | 244.5 | 534.7 | | 2023 | 4,777,638 | 4,977,567 | 1,352,724 | 1,280,479 | 136.2 | 115.5 | 118.0 | 482.0 | | 2022 | 5,062,074 | 1,272,669 | 1,265,427 | 506,428 | 105.4 | 106.9 | 188.0 | 526.6 | | 2021 | 5,107,649 | 32,875,237 | 1,771,617 | 8,045,744 | 138.5 | 129.5 | 203.7 | 524.8 |

  87. Pay Versus Performance Table (2021-2025)

    (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 2025 and 2024, reflects average SCT totals of the non-PEO NEOs, as described in the CD&A above. For 2021-2023, 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, 2020. With respect to the Peer Group TSR, the ESI Peer Groups for 2025, 2024, 2023, 2022 and 2021 consisted of the same companies included in the 2025 ESI Peer Group under "Executive Compensation Setting Process — Market Benchmarking" in the CD&A above, except for restructuring and consolidation events. (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 2025 and 2024, the Company had robust adjusted EBITDA results of $548 million and $535 million, respectively, which translated into higher incentive compensation. In 2025, adjusted EBITDA was impacted by a sharp increase in precious metal prices. 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, 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 March 9, 2026 (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 South Pointe Road, Suite 200, Miami Beach, Florida 33139, 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 | 12,585,913(2) | — | 12,585,913 | 5.2 | | Benjamin H. Gliklich | CEO and Director | 1,274,328(3) | — | 1,274,328 | * | | Ian G.H. Ashken | Director | 1,674,285(4) | 6,539(10) | 1,680,824 | * | | Elyse Filon | Director | 23,951 | 6,539(10) | 30,490 | * | | Christopher T. Fraser | Director | 60,773 | 6,539(10) | 67,312 | * | | Michael F. Goss | Director | 270,872(5) | 6,539(10) | 277,411 | * | | E. Stanley O’Neal | Director | 147,832 | 6,539(10) | 154,371 | * | | Susan W. Sofronas | Director | 6,246 | 6,539(10) | 12,785 | * | | Carey J. Dorman | CFO | 237,722(6) | — | 237,722 | * | | Richard L. Fricke | President, Electronics | 52,771 | — | 52,771 | * | | Matthew Liebowitz | President, Specialities | 141,164 | — | 141,164 | * | | Caroline S. Lind | General Counsel and Secretary | 12,134 | — | 12,134 | * | | John E. Capps | Former GC / Of Counsel | 685,916(7) | — | 685,916 | * | | All Directors and Executive Officers as a group (12 persons): | N/A | 15,185,062(8) | 39,234 | 15,224,296 | 6.2 |

  93. Adjusted EBITDA

    * Less than 1%. ** Based on 243,595,391 shares of common stock outstanding at March 9, 2026. (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 12,585,913 shares of our common stock consisting of (a) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 11,282,983 shares of our common stock consisting of (i) 334,100 shares held by the Martin E. Franklin Revocable Trust (the "Franklin Trust"), (ii) 400,000 shares held by the Sir Martin E. Franklin Family Trust (the "Family Trust"), (iii) 5,915,413 shares held by MEF Holdings, LLLP ("MEF Holdings"), (iv) 1,784,500 shares held by MEF Holdings II, LLLP ("MEF Holdings II") and (v) 2,848,971 shares held by RSMA, LLC ("RSMA," and together with the Franklin Trust, the Family Trust, MEF Holdings, MEF Holdings II, the "Franklin Holders"), and (b) sole power to vote, or to direct the vote, of 1,302,929 shares of our common stock held by Tasburgh, LLC, an affiliate of Mr. Ashken ("Tasburgh," and together with the Franklin Holders, the "Holders") pursuant to an Irrevocable Proxy Agreement, dated February 27, 2020 (the "Voting Agreement"). In the aggregate, such 12,585,913 shares of our common stock represent approximately 5.2% of all outstanding shares of our common stock at March 9, 2026. 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. As of March 23, 2026, the Voting Agreement was terminated and, as such, Sir Martin beneficially owns 11,282,983 shares of our common stock, or 4.6% (calculated based on outstanding shares of our common stock as of March 9, 2026 (243,595,391 shares)). (3) Includes (i) 1,191,078 shares of common stock held directly by Mr. Gliklich and (ii) 83,250 shares of common stock held indirectly by The Gliklich Family Foundation, a family charitable foundation controlled by Mr. Gliklich and family members. Mr. Gliklich disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. (4) Mr. Ashken may be deemed to beneficially own an aggregate of 1,674,285 shares of our common stock of which he has (i) shared power to vote, or to direct the vote of, 306,880 shares and (ii) shared power to dispose, or to direct the disposition of 1,674,285 shares. The shares of our common stock beneficially owned by Mr. Ashken consist of (i) 1,353,995 shares held by Tasburgh, (ii) 306,880 held indirectly by Nancy and Ian Ashken Investment Trust LLLP and (ii) 13,410 shares held indirectly through a second family trust. In the aggregate, such 1,674,285 shares of our common stock represent approximately 0.7% of all outstanding shares of our common stock at March 9, 2026. Mr. Ashken disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. (5) Includes (i) 23,951shares of common stock held directly by Mr. Goss and (ii) 246,921 shares of common stock held indirectly 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. (6) Includes (i) 237,077 shares held directly by Mr. Dorman and (ii) 645 shares held by his spouse. In December 2025, Mr. Dorman made a gift of 16,399 shares to a charitable donor advised fund. (7) Based on a Form 4 filed on February 12, 2026. (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 shares underlying RSUs held by our directors and expected to vest within 60 days of March 9, 2026, or May 8, 2026. (10) These RSUs were granted to each of our independent directors as compensation for their 2025-2026 directorship and will vest on May 4, 2026, 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 243,595,391 shares of common stock outstanding at March 9, 2026, based on a review of filings with the SEC. Percentages are calculated based upon such shares outstanding at March 9, 2026, 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. | 26,557,824(1) | 10.9% | | The Vanguard Group, Inc. | 25,145,035(2) | 10.3% | | FMR LLC | 17,316,473(3) | 7.1% | | Sir Martin E. Franklin | 12,585,913(4) | 5.2% |

  97. Adjusted EBITDA

    (1) Based on information contained in a Form 13F-HR filed with the SEC on February 12, 2026, BlackRock, Inc. held sole voting power over 25,691,348 shares of common stock; shared voting power over 0 shares; sole dispositive power over 26,557,824. 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 January 29, 2026, The Vanguard Group, Inc. (or its affiliated institutional investment managers) held shared voting power over 1,440,007 shares and shared dispositive power over 25,145,035 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern, PA 19355. (3) Based on a Form 13F-HR filed with the SEC on February 17, 2026. As of December 31, 2025, FMR LLC reported sole dispositive power over 17,304,221 shares and sole dispositive power over 17,316,473 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 2025 Executive Compensation | | | ☑ The Board recommends a vote FOR this proposal | | | •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 2025 Annual Meeting, a significant majority of our stockholders, 93.92% of votes cast, supported the 2024 compensation of our executives. 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 2025 Say-on-Pay vote, we also explain in this section our 2025 and 2026 compensation decisions in more detail, our stockholder engagement efforts 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 2026 Annual Meeting: "RESOLVED, that the compensation paid to the Company's NEOs in 2025, as disclosed in the Proxy Statement for the Company's 2026 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 2027 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) | 2025 | 2024 | | Net income | $191.0 | $244.5 | | Add (subtract): | | | | Income from discontinued operations, net of tax | — | (1.6) | | Income tax expense | 74.6 | 44.8 | | Interest expense, net | 53.4 | 56.3 | | Depreciation expense | 41.1 | 40.0 | | Amortization expense | 110.1 | 117.6 | | EBITDA | 470.2 | 501.6 | | Adjustments to reconcile to Adjusted EBITDA: | | | | Restructuring expense(2) | 5.6 | 7.8 | | Acquisition, integration and transaction expenses(3) | 34.9 | 21.7 | | Foreign exchange losses (gains) on intercompany loans(4) | 28.2 | (23.9) | | Gain on divestitures(5) | (59.0) | — | | Unrealized losses (gains) on metals derivative contracts(6) | 16.7 | (4.4) | | Debt financing costs(7) | 1.8 | 0.8 | | Kuprion Acquisition research and development charge(8) | — | 3.9 | | 2025 executive share grants(9) | 37.1 | — | | Other, net(10) | 12.1 | 27.2 | | Adjusted EBITDA | $547.6 | $534.7 | | Bonus expense and adjustments* | 10.6 | | | Pre-bonus Adjusted EBITDA | $558.2 | | | Net Income Margin | | | | Total | 10.0% | 5.1% | | Adjusted EBITDA Margin | | | | Total | 21.8% | 20.7% |

  102. Adjusted EBITDA

    *Includes adjustments related to foreign currency translations, divestitures and increased metals prices 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.