DEF 14A of Quaker Chemical Corp, Mar 31, 2026

DEF 14A of Quaker Chemical Corp

Filed Mar 31, 2026 · FY20250001628280-26-022236

Open on EDGAR

  1. What if a director nominee is unwilling or unable to serve?

    What if a director nominee is unwilling or unable to serve? We do not expect that to occur. If it does, proxies will be voted for a substitute director nominee designated by our Board of Directors.

  2. Proposal 1 – Election of Directors and Nominee Biographies

    Proposal 1 – Election of Directors and Nominee Biographies

  3. What is the makeup of the Board of Directors?

    What is the makeup of the Board of Directors? Our Articles divide our Board of Directors into three classes, each consisting, as nearly as possible, of one-third of the directors. The shareholders elect the members of one class each year to serve for a term of three years. Directors elected to fill vacancies and newly created directorships serve for the balance of the term of the class to which they are elected. Currently, there are eleven directors, three directors in Class I, and four directors in each of Class II and Class III. The current terms of the Class I directors expire at the 2026 annual meeting of shareholders. At the 2026 annual meeting, three Class I directors are to be elected with each member to serve a three-year term expiring in 2029 and until the director’s successor is duly elected and qualified. The current terms of the four directors in Class II expire at the 2027 annual meeting and the current terms of the four directors in Class III expire at the 2028 annual meeting.

  4. Are there any members of the class of directors to be elected at the meeting who are not standing for reelection?

    Are there any members of the class of directors to be elected at the meeting who are not standing for reelection? No.

  5. Who are the Board’s nominees this year?

    Who are the Board’s nominees this year? Mses. Nandita Bakhshi and Charlotte C. Henry and Mr. Joseph A. Berquist are the nominees for election to the Board of Directors as Class I members. Each nominee, if elected, would hold office until our 2029 annual meeting of shareholders and until a respective successor is duly elected and qualified. Ms. Henry was previously elected by our shareholders. Nandita Bakhshi was appointed to the Board on July 31, 2024 and Joseph A. Berquist was appointed to the Board on November 18, 2024. Below is information about our nominees for election to the Board as Class I members, including descriptions of their qualifications and their business experience and directorships over the past five years:

  6. Who are the Board’s nominees this year?

    | Nandita Bakhshi | Independent | | Age: 67 Director since: 2024 Committees: Audit; Sustainability Key Skills and Attributes: •Senior Leadership Experience •Global Organizations •Strategy/Acquisitions •Accounting/Finance, Financial Reporting | Director Qualification Highlights •Extensive and diversified financial industry background, including as the former CEO of Bank of the West. •Experience in finance, global organizations, mergers and acquisitions, financial analysis, risk assessment, cybersecurity, and digital transformation, and environmental and sustainability initiatives. •Complementary experience and continuing education in corporate governance through her service on the boards of public and private companies. Career Overview •Special Advisor to BMO Financial Group, a leading North American bank, from February 2023 until retirement in December 2023. •President and Chief Executive Officer of Bank of the West from March 2016 to February 2023 and Co-Chief Executive Officer of BNP Paribas USA, Inc., a leading international bank, from March 2016 to February 2023. •Head of US Consumer Bank and Group Head of Direct Channels at TD Bank from March 2009 to February 2016. •Head of Products and Payments at Washington Mutual in Seattle from March 2006 to September 2008. •Head of Mobile Commerce at First Data from March 2004 to March 2005. Other Public Company Board Memberships •Current Public Company Boards: None. •Previous Public Company Boards (Past Five Years): Beyond Meat, Inc. (NYSE: BYND) (from May 2024 until October 15, 2025). |

  7. Who are the Board’s nominees this year?

    | Joseph A. Berquist Chief Executive Officer and President | Not Independent | | Age: 54 Director since: 2024 Committees: None Key Skills and Attributes: •Senior Leadership Experience •Risk Assessment •Organizational Development/Global Organizations •Strategic Planning/M&A | Director Qualification Highlights •Extensive and valuable experience acquired through his critical leadership positions with Quaker Houghton over many years. •Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, and manufacturing. Career Overview •Chief Executive Officer and President of Quaker Houghton since November 18, 2024. •Executive Vice President, Chief Commercial Officer of Quaker Houghton from January 2023 through November 18, 2024. •Executive Vice President, Chief Strategy Officer and Managing Director, Global Specialty Businesses of Quaker Houghton from September 2021 until December 2022; and Interim Managing Director - EMEA from August 2022 through •December 2022. •Senior Vice President, Global Specialty Businesses and Chief Strategy Officer of Quaker Houghton from August 2019 until September 2021. •Vice President and Managing Director - North America of Quaker Houghton from April 2010 until July 2019. Other Public Company Board Memberships •Current Public Company Boards: None. •Previous Public Company Boards (Past Five Years): None. | | Charlotte C. Henry | Independent | | Age: 61 Director since: 2020 Committees: Audit; Governance Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Governance | Director Qualification Highlights •Over 30 years of broad information technology experience across several major industries. •Extensive experience in cybersecurity and information technology, including as the Chair of the Information Technology Committee at the Federal Home Loan Bank of Indianapolis. •Experience in financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, and manufacturing. •Complementary experience and continuing education in corporate governance through her service on the board of another public company. Career Overview •Chief Information Technology Officer of the UAW Retiree Medical Benefits Trust, the largest non-governmental purchaser of retiree health care in the United States, from December 2014 until retirement in February 2022. •IT Management Consultant at Data Consulting Group (DCG), a privately held, minority-owned corporation offering a wide range of management consulting, staff augmentation and outsourcing services, from August 2014 until December 2015. •Vice President and Chief Technology Officer of Auto Club Group, a not-for-profit organization, which provides members with automotive, travel, insurance and financial services across North America, from September 2008 through June 2014. •Over 30 years of information technology experience through various leadership positions, including 18 years at Ford and General Motors. Other Public Company Board Memberships •Current Public Company Boards: Federal Home Loan Bank of Indianapolis. •Previous Public Company Boards (Past Five Years): None. |

  8. Who are the Board’s nominees this year?

    The B oard believes that, in addition to the information presented above regarding each director nominee’s specific experience, qualifications, attributes and skills, each director nominee has significant leadership experience derived from such director’s professional experience and has a reputation for integrity and honesty, and adheres to high ethical standards. These attributes have led the Board to conclude that each of the nominees should continue to serve as a director of Quaker Houghton. The process undertaken by the Company’s Governance Committee in recommending these nominees is described below under the heading “Governance Committee Procedures for Selecting Director Nominees. The Board recommends that you vote “FOR” the election of Nandita Bakhshi, Joseph A. Berquist, and Charlotte C. Henry, as directors of Quaker Houghton.

  9. Biographies of Continuing Directors

    Biographies of Continuing Directors Below is information about our directors who were elected as Class II members of the Board at the 2024 Annual Shareholders meeting, with the exception of Lucrèce Foufopoulos-De Ridder, who was appointed to the Board on July 31, 2024, and whose terms all expire in 2027, including descriptions of their qualifications and business experience and directorships over the past five years:

  10. Biographies of Continuing Directors

    | Michael F. Barry | Not Independent | | Age: 67 Director since: 2008 Chairman since: 2009 Committees: Sustainability Key Skills and Attributes: •Senior Leadership Experience •Risk Assessment •Technology/Science •Manufacturing | Director Qualification Highlights •Extensive and valuable experience acquired through critical leadership positions with Quaker Houghton. •Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development, and manufacturing. •Complementary experience and continuing education in corporate governance through his prior service as the Chief Executive Officer of Quaker Houghton and current and former service on the boards of other public companies. Career Overview •Quaker Houghton Chief Executive Officer and President from October 2008 until retirement in November 2021. •Mr. Barry also held various leadership and executive positions of increasing responsibility since joining the Company in 1998, including as our Chief Financial Officer. Other Public Company Board Memberships •Current Public Company Boards: FMC Corporation (NYSE: FMC) •Previous Public Company Boards (Past Five Years): Rogers Corporation (NYSE: ROG) (from 2010 to 2020), and Arcadium Lithium plc (NYSE: ALTM) (previously known as Livent Corporation) (from 2018 to 2025). |

  11. Biographies of Continuing Directors

    | Lucrèce Foufopoulos- De Ridder | Independent | | Age: 58 Director since: 2024 Committees: Compensation and Human Resources; Sustainability Key Skills and Attributes: •Executive Leadership •Business Leadership (P&L) •Strategic Planning/M&A •Technology/Science •Commercial Excellence •Strategic & Industrial Marketing •ESG | Director Qualification Highlights •~30 years’ experience in the specialty chemical and materials industry in a variety of business, strategy, commercial and technology leadership roles at multinational companies, including Raychem, Dow Corning prior to its acquisition by the Dow Chemical Group, Rohm and Haas and its successor the Dow Chemical Group, Eastman Chemical, and the Borealis Group. •Experience in senior leadership, industrial marketing and services, organizational development, strategic planning and transformation, mergers and acquisitions, technology/science, and ESG matters. •Complementary experience through her service on the boards of public and private companies, and continuing formal education. Career Overview •Executive Vice President Polyolefins BU, Circular Economy Solutions and Innovation & Technology, and Chief Technology Officer of Borealis Group, one of the world’s leading providers of advanced and sustainable polyolefin solutions from January 2019 until retirement in December 2023. •Vice President and General Manager, Rubber Additives, Eastman Chemical Company from November 2015 to December 2018. •Chief Commercial Officer, Eastman Chemical Company from September 2014 to October 2015. •Supervisory Board Member of Sika AG (SWX: Sika). •Supervisory Board Member of SABIC (Tadawul). •Former Supervisory Board Member of Royal Vopak (Euronext Amsterdam: VPK). Other Public Company Board Memberships •Current Public Company Boards: Amcor plc (NYSE: AMCR and ASX: AMC) and Tronox Holdings plc (NYSE: TROX). •Previous Public Company Boards (Past Five Years): None. |

  12. Biographies of Continuing Directors

    | Jeffry D. Frisby | Independent | | Age: 70 Director since: 2006 Lead Director since: 2023 Committees: Compensation and Human Resources; Sustainability (Chair) Key Skills and Attributes: •Senior Leadership Experience •Organizational Development/Global Organizations •Governance •Aerospace •Manufacturing | Director Qualification Highlights •Deep experience in manufacturing, particularly in the aerospace industry. •Extensive knowledge of accounting/finance, financial reporting, industrial marketing, organizational development, global organizations, governance, strategic planning and corporate development. •Complementary experience and continuing education in corporate governance through his prior service as the chief executive officer of a public company and on the boards of both public and private companies. Career Overview •Served as Executive Chairman of PCX Aerostructures, LLC from September 2021 until retirement in December 2025, having served as President and Chief Executive Officer from April 2017 until September 2021. PCX Aerostructures is a leading provider of flight critical mechanical systems and components for rotorcraft and fixed wing aerospace platforms. •Chief Executive Officer of Triumph Group, Inc. (NYSE: TGI), a public company that manufactures aerospace structures, systems and components, from July 2012 to April 2015, its President from July 2009 to April 2015, and its Chief Operating Officer from July 2009 to July 2012. •Group President of Triumph Aerospace Systems Group, a group of companies that design, engineer and manufacture a wide range of proprietary and build-to-print components, assemblies and systems for global aerospace original equipment manufacturers, from April 2003 to July 2009. •Mr. Frisby also held a variety of other positions within the Triumph Group as well as a predecessor group company, Frisby Aerospace, Inc. •Former Director of PCX Aerostructures, LLC. Other Public Company Board Memberships •Current Public Company Boards: Astronics Corporation (NASDAQ: ATRO). •Previous Public Company Boards (Past Five Years): None. |

  13. Biographies of Continuing Directors

    | Russell R. Shaller | Independent | | Age: 62 Director since: 2023 Committees: Audit; Compensation and Human Resources Key Skills and Attributes: •Senior Leadership Experience •Governance •Strategy/Acquisitions •Technology/Science | Director Qualification Highlights •Senior business leader with a demonstrated track record of leading and growing a global technology-focused business. •Experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, organizational development, governance, strategic planning, corporate development, research and development, and manufacturing. •Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the board of a public company. Career Overview •President and Chief Executive Officer of Brady Corporation since April 2022. Prior to his current position, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. •President of Teledyne Microwave Solutions from 2008 to 2015, with responsibility for advanced microwave products sold in the aerospace and communications industry. •Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. •Mr. Shaller has previously held positions in engineering and program management at Westinghouse Corporation. Other Public Company Board Memberships •Current Public Company Boards: Brady Corporation (NYSE: BRC). •Previous Public Company Boards (Past Five Years): None. |

  14. Biographies of Continuing Directors

    Below is information about our directors who were elected as Class III members of the Board at the 2025 Annual Shareholders meeting, and whose terms expire in 2028, including descriptions of their qualifications and business experience and directorships over the past five years:

  15. Biographies of Continuing Directors

    | Mark A. Douglas | Independent | | Age: 63 Director since: 2013 Committees: Governance (Chair); Sustainability Key Skills and Attributes: •Senior Leadership Experience •Governance •Technology/Science | Director Qualification Highlights •Senior management experience of a global chemical business. •Experience in finance, risk assessment, industrial marketing, organizational development, global organizations, governance, strategic planning, corporate development, technology and science. •Complementary experience and continuing education in corporate governance through his prior service as the chief executive officer of a public company and on the boards of both public and private companies. Career Overview •President and Chief Executive Officer of FMC Corporation, a public agricultural sciences company that advances farming through innovative and sustainable crop protection technologies, from June 2020 until retirement in September 2024. •President and Chief Operating Officer of FMC from June 2018 until May 2020, President, FMC Agricultural Solutions from October 2012 through May 2018, President, FMC’s Industrial Chemicals Group from January 2011 to September 2012 and Vice President, Global Operations and International Development in 2010. •Mr. Douglas held various senior management positions with Dow Chemical, a leader in specialty chemicals delivering products and solutions to sectors such as electronics, water, energy and coatings, including Vice President, President–Asia, Dow Advanced Materials from April to December 2009. Before that, he was based in Shanghai, China as Corporate Vice President, President–Asia of Rohm and Haas Company, a chemical manufacturing company, from March 2007 to April 2009. Other Public Company Board Memberships •Current Public Company Boards: None. •Previous Public Company Boards (Past Five Years): FMC Corporation (NYSE: FMC) (from June 2020 until September 2024). |

  16. Biographies of Continuing Directors

    | Sanjay Hinduja | Independent | | Age: 61 Director since: 2019 Committees: Governance Key Skills and Attributes: •Governance •Organizational Development/Global Organizations •Strategic Planning | Director Qualification Highlights •Extensive experience in accounting/finance, financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning and mergers and acquisitions. •Complementary experience and continuing education through his service on the board of private companies. Career Overview •Chairman of Gulf Oil International Limited, which is part of the privately controlled Hinduja Group of Companies, since February 2001. •Employed by the Hinduja Group of Companies since January 1988 and has been responsible for leading Gulf Oil’s global strategy and expansion. •Non-Executive Chairman of Gulf Oil Corporation Limited from August 2005 until September 2014. •Director of Gulf Oil International Middle East Limited, Gulf Oil Middle East Limited, Sangam Limited, Gulf Oil Marine Limited, and also serves as the Chairman of Gulf Oil Lubricants India Limited. •Chairman of Houghton International Inc. from January 2013 until its combination with Quaker Chemical Corporation in August 2019. •Director of Gulf Oil Philippines Inc. from July 1999 through June 2021. •Trustee of the Hinduja Foundation UK, which is responsible for the Hinduja Family philanthropic activities in the UK. Other Public Company Board Memberships •Current Public Company Boards: None. •Previous Public Company Boards (Past Five Years): None. |

  17. Biographies of Continuing Directors

    | William H. Osborne | Independent | | Age: 66 Director since: 2016 Committees: Audit; Compensation and Human Resources (Chair) Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Organizational Development/Global Organizations •Manufacturing | Director Qualification Highlights •Over 30 years of deep transportation industry experience. •Seasoned executive with significant experience in accounting/finance, financial reporting, engineering, global manufacturing and quality, industrial sales and marketing, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, divestitures and corporate development. •Complementary experience and continuing education through his service on the boards of other public companies. Career Overview •Senior Vice President of Operations and Total Quality and leader of the Manufacturing Council for Boeing Defense, Space & Security (BDS), one of The Boeing Company’s three business units, from May 2020 until retirement in October 2022. The Boeing Company is the world’s largest aerospace company and a leading manufacturer of commercial jetliners and defense, space and security systems. •Maintained oversight for Environment, Health & Safety at BDS and led Boeing’s Manufacturing Council from 2020 to 2022, at which time he also served on the Boeing Executive Council. •Senior Vice President, Enterprise Operations at Boeing from May 2018 until April 2020. •Senior Vice President of Global Manufacturing and Quality at Navistar International Corporation, a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, from August 2013 to April 2018. •Senior Vice President of Custom Products at Navistar from May 2011 to August 2013. •President and Chief Executive Officer of Federal Signal Corporation, a designer and manufacturer of a suite of products and integrated solutions for municipal, governmental, industrial and airport customers, from September 2008 to October 2010. Other Public Company Board Memberships •Current Public Company Boards: Armstrong World Industries, Inc. (NYSE: AWI). •Previous Public Company Boards (Past Five Years): Invitae Corporation •(NYSE: NVTA) (from January 2023 until August 2024). |

  18. Biographies of Continuing Directors

    | Fay West | Independent | | Age: 57 Director since: 2016 Committees: Audit (Chair); Governance Key Skills and Attributes: •Senior Leadership Experience •Accounting/Finance, Financial Reporting •Risk Assessment •Governance | Director Qualification Highlights •Extensive experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, global organizations, governance, corporate development and manufacturing. •Complementary experience and education in corporate governance through her service on the boards of other public companies. Career Overview •Senior Vice President and Chief Financial Officer of Tennant Company, a world leader in the design, manufacture, and marketing of solutions that help create a cleaner, safer, healthier world, since April 2021. •Senior Vice President and Chief Financial Officer of SunCoke Energy, Inc., the largest independent producer of coke in the Americas, from October 2014 until April 2021. •Senior Vice President and Chief Financial Officer of SunCoke Energy Partners, L.P., a publicly traded master limited partnership that manufactures coke used in the blast furnace production of steel and provides coal handling services to the coke, steel and power industries, from October 2014 until its merger with SunCoke Energy Partners GP LLC in January 2020. •Vice President and Controller of SunCoke Energy from February 2011 to October 2014. •Assistant Controller at United Continental Holdings, Inc., an airline holding company, from April 2010 to January 2011. Other Public Company Board Memberships •Current Public Company Boards: Astronics Corporation (NASDAQ: ATRO). •Previous Public Company Boards (Past Five Years): None. |

  19. Corporate Governance

    Corporate Governance

  20. Leadership Structure

    Leadership Structure The roles of Chairman of the Board and Chief Executive Officer (“CEO”) are currently held by separate individuals. Mr. Michael F. Barry, who is a non-management director, has served as non-executive Chairman of the Board since January 2022. The Board believes that maintaining separate roles has been and will continue to be invaluable as the Company continues its strategic growth plans. Mr. Jeffry D. Frisby is currently our Lead Director, having been reappointed to the position by the Board of Directors for a two-year term on May 14, 2025. The Lead Director generally rotates on a biennial basis unless the Board determines that the reappointment of the Lead Director at the end of a two-year term is in the best interests of the Company. The Lead Director serves as the liaison among the Directors, Chairman and CEO. The Lead Director also ensures that the respective responsibilities of the directors and the Chairman are understood; collaborates with the Chairman and CEO to ensure the appropriate flow of information to the Board; works with the Chairman to develop the agendas for Board meetings; coordinates and develops the agenda for, and presides over, sessions of the Board’s independent directors; ensures appropriate minutes are kept of such meetings and, as appropriate, communicates to the Chairman and CEO the substance of such discussions.

  21. Director Independence

    Director Independence In accordance with NYSE rules, the Board affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted which include all elements of independence set forth in the NYSE listing standards, as well as additional heightened standards. The Company’s director independence standards are described in our Corporate Governance Guidelines. Each director and executive officer is obligated to annually disclose, among other things, any transactions with the Company in which the director (or any organization of which the director is a partner, shareholder or officer) or executive officer, or any member of that person’s immediate family, has a direct or indirect material interest. Based on the Company’s adopted independence standards and the information provided by the directors, the Board determined at its meeting held on February 27, 2026, that, other than Michael F. Barry, all non-employee directors who served in fiscal 2025 including each nominee for director and those non-employee directors who will continue to serve after our 2026 annual meeting of shareholders, are independent within our guidelines and have no material relationship with the Company as defined by our guidelines. The Company’s independent directors are Nandita Bakhshi, Mark A. Douglas, Lucrèce Foufopoulos-De Ridder, Jeffry D. Frisby, Charlotte C. Henry, Sanjay Hinduja, William H. Osborne, Russell R. Shaller and Fay West. Based on the Company’s independence standards, the Board has affirmatively determined that Michael F. Barry is not independent because he previously served as CEO of the Company. The Board affirmatively determined that Joseph A. Berquist is not independent because he currently serves as CEO of the Company. There are no family relationships between any of the Quaker Houghton directors, executive officers or nominees for election as directors.

  22. Governance Committee Procedures for Selecting Director Nominees

    Governance Committee Procedures for Selecting Director Nominees The Governance Committee’s goal is to assemble a Board that brings to Quaker Houghton broad perspectives and skills derived from high quality business and professional experience. The current composition of the Board includes directors (including those nominated for reelection this year) with complementary skills, expertise and experience such that the Board, on the whole, has competence and experience in a wide range of relevant areas. Quaker Houghton’s Board currently consists of eleven directors who are or have served as chief executive officers or in other executive management roles, eleven directors with specialized accounting and finance knowledge, eight directors with experience in the chemical industry or other technology or science areas, three directors with experience in cybersecurity, five directors with experience understanding and managing environmental risk, ten directors who have served on the boards of other public companies, ten directors with global business experience and seven directors with experience in industries served by Quaker Houghton. The Governance Committee will continue to evaluate the needs of Quaker Houghton and its shareholders to ensure that the competencies of the Board, as a whole, are relevant and robust. In evaluating director nominees, the Governance Committee considers the appropriate size of Quaker Houghton’s Board of Directors and the needs of Quaker Houghton and its shareholders with respect to the particular talents, experience and capacities of its directors, including: experience in similar industries; managerial and other leadership experience; business acumen and other particular expertise; business development experience; strategic capability; independence of judgment; familiarity with corporate governance and the responsibilities of directors and the ability to fulfill those responsibilities; integrity; the potential contribution of each individual to the diversity of backgrounds, experience and competencies that the Governance Committee desires to have represented; and ability to work constructively with the CEO and the Board. In considering nominees for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and the anticipated contributions of the individual as a member of the Board. As described in more detail below under our Corporate Governance Guidelines, directors who also serve as CEOs or in equivalent positions should not serve concurrently on more than three other boards of public companies in addition to our Board, and directors who do not serve as CEOs or in equivalent positions should not serve concurrently on more than four other boards of public companies in addition to our Board. Under the listing standards of the NYSE, without specific approval from the Board, no member of the Audit Committee may serve on more than three public company audit committees in addition to the Quaker Houghton Audit Committee. When identifying and evaluating nominees for director, the Governance Committee considers whether current members of the Board are willing to continue their service. Current members of the Board with relevant skills, experience and sufficient time to dedicate to the role who are willing to continue to serve are considered for renomination, balancing the value of continuity of service with that of obtaining a new perspective. If a current member does not choose to stand for reelection, the Governance Committee will not recommend that director for reelection. If the Governance Committee recommends an increase in the size of the Board, it will identify the experience and personal capabilities desired and will seek suggestions as to nominees from the current Board membership. In addition, and as has been done in the past, the Governance Committee may engage third parties to assist in the identification or evaluation of potential director nominees.

  23. Introduction

    | | | The Compensation Discussion and Analysis is organized as follows: | | | | | Executive Summary | 31 | | | Joseph A. Berquist Chief Executive Officer and President | Fiscal Year 2025 Business Results | 31 | | | | Fiscal Year 2025 Executive Compensation Highlights | 31 | | | | Executive Compensation Governance Highlights | 32 | | | | General Philosophy | 32 | | | Thomas Coler Executive Vice President, Chief Financial Officer | 2025 Pay Mix | 33 | | | | Shareholder Participation | 34 | | | | Our Compensation Process | 34 | | | | Administrative Practices | 34 | | | Jeewat Bijlani Executive Vice President, Global Specialty and Chief Growth Officer | Compensation Consultant | 34 | | | | Benchmarking Data | 35 | | | | Our Compensation Program | 35 | | | | Base Salary | 36 | | | Jeffrey Fleck Former Senior Vice President, Chief Global Operations Officer(1) | Annual Incentive Plan (AIP) | 36 | | | | Long-Term Incentives | 39 | | | | Chief Executive Officer Compensation | 42 | | | | Stock Ownership Policy | 43 | | | Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary | Severance and Change in Control Benefits | 43 | | | | Mr. Berquist’s Employment and Change in Control Agreements | 43 | | | | Other Named Executive Officers | 44 | | | | Employee Benefits | 46 | | | Dr. David Slinkman Former Senior Vice President, Chief Technology Officer(2) | Perquisites and Other Benefits | 46 | | | | Death Benefits | 46 | | | | Compensation Recoupment Policy | 46 | | 1.Mr. Fleck’s employment with Quaker Houghton terminated as of March 9, 2026. 2.Dr. Slinkman retired on September 30, 2025. | | | |

  24. Executive Summary

    Executive Summary The Company is engaged in highly specialized businesses with a broad global footprint, requiring a management team with unique skills and knowledge. The Committee believes that our total rewards programs must be competitive to attract and retain high-performing executives with the requisite skill set and performance orientation and has implemented executive compensation programs designed to incentivize high performance. We compensate our executive officers (including our NEOs) through a total compensation package that for 2025 consisted of a mix of base salary, an annual cash incentive bonus under our Annual Incentive Plan (the “AIP”), long-term equity awards under our long-term performance incentive plan (the “LTIP”) and a competitive benefits package comprising of medical, life, disability and retirement components.

  25. Fiscal Year 2025 Executive Compensation Highlights

    Fiscal Year 2025 Executive Compensation Highlights Highlights of our fiscal year 2025 executive compensation program include the following: •Pay-for-Performance. A significant portion of the compensation for each of our NEOs is tied to Company performance against objectives set by the Committee. As a group, approximately 62% of the target total compensation for our NEOs other than our CEO (base salary, target annual incentive and long-term equity awards) is provided in the form of variable, at-risk compensation. For our CEO, this percentage is 79%. •Fiscal Year 2025 Annual Incentive Plan. We established rigorous financial and strategic objectives tied to our Company priorities and the external market, as approved by our Board. Based on performance relative to those objectives, the average aggregate payout under the AIP for 2025 was approximately 55% of target for the NEOs other than the CEO, and 58% for the CEO. •Equity Incentive Awards. The long-term incentive compensation for our executive officers consists of performance stock units (“PSUs”) and time-based restricted stock units (“RSUs”), balancing pay-for-performance with executive retention. The Committee grants a majority of these awards under the LTIP as PSUs in order to tie compensation to performance. PSUs vest based on relative total shareholder return and adjusted return on invested capital, while RSUs generally vest over three years and foster retention of executive officers. •Market-based Approach to Establishing Compensation. As a reference point in making executive compensation decisions, the Committee uses a blend of Peer Group (as defined below) compensation data and broader group data provided by the Committee’s independent compensation consultant. For fiscal 2025, the Peer Group consisted of 16 companies of comparable size (revenue and market capitalization) and business profile (primarily specialty chemicals). •Shareholder Advisory Vote on Executive Compensation. At our annual meeting of shareholders held in May 2025, we held an advisory vote on executive compensation. Approximately 97% of our shareholders that voted on this proposal approved the compensation of our NEOs as disclosed in the proxy statement for that meeting. The Committee reviewed these final vote results and determined that, given the level of support, no material changes to our executive compensation policies and programs were necessary as a result of the advisory vote on executive compensation.

  26. Executive Compensation Governance Highlights

    | What We Do | | What We Don’t Do | | | ☑ | Link executive pay to performance through our annual and long-term incentive plans | ☒ | Provide tax gross-ups | | ☑ | Structure a significant portion of pay opportunities in the form of “at-risk” performance-based compensation | ☒ | Provide single-trigger equity acceleration upon a change in control | | ☑ | Maintain robust stock ownership guidelines applicable to executive officers and directors | ☒ | Provide excessive perquisites | | ☑ | Conduct an annual say-on-pay vote | ☒ | Offer single-trigger change of control severance payments (our arrangements are double-trigger) | | ☑ | Maintain a compensation recoupment policy that is broader than required by NYSE listing requirements | ☒ | Allow backdating or repricing of stock options | | ☑ | Retain an independent compensation consultant | ☒ | Offer supplemental executive retirement plans | | ☑ | Periodically conduct a compensation risk review | ☒ | Permit hedging and pledging transactions by directors or executive officers | | | | ☒ | Adopt pay policies or practices that pose material adverse risk to the Company | | | | ☒ | Provide guaranteed bonuses |

  27. Compensation Consultant

    Compensation Consultant The Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. To assist Quaker Houghton in establishing a total direct compensation package comprising base salary, an annual cash incentive bonus and long-term incentives, the Committee has, since March 2024, engaged Meridian Compensation Partners (“Meridian”), a large independent executive compensation advisory firm with expertise in compensation program design, research and competitive market intelligence and executive pay and governance matters, as an independent consultant on compensation matters. In 2025, Meridian provided the Committee with executive compensation studies and analyses from time to time, as well as benchmarking data and advice on compensation issues as needed or desired. Management plays no role in selecting the Committee’s compensation consultant. The Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that Meridian’s work for the Committee (and the work for the Company as referenced above) does not raise any conflict of interest.

  28. Benchmarking Data

    Benchmarking Data Due to our size and the diversity of our businesses around the world, we do not solely rely on benchmarking data from one specific peer group that is appropriate to use in defining market-based total direct compensation for our executive officers. Our primary benchmarks for 2025 total direct compensation for our executive officers were derived from compensation information and executive compensation surveys provided by Meridian that included a blend of Peer Group (as defined below) and broader group compensation data. The Peer Group, which is the same Peer Group used in 2024, includes companies in the chemicals industry of similar size (as measured by revenue and market capitalization). This Peer Group includes the following 16 companies (the “Peer Group”):

  29. Benchmarking Data

    | Peer Group Companies | | | Ashland Inc. (ASH) | Ingevity Corporation (NGVT) | | Avient Corporation (AVNT) | Innospec Inc. (IOSP) | | Axalta Coating Systems Ltd. (AXTA) | Koppers Holdings Inc. (KOP) | | Balchem Corporation (BCPC) | Minerals Technologies Inc. (MTX) | | Cabot Corporation (CBT) | NewMarket Corporation (NEU) | | Ecovyst Inc. (ECVT) | Rayonier Advanced Materials Inc. (RYAM) | | Element Solutions Inc (ESI) | Sensient Technologies Corporation (SXT) | | H.B. Fuller Company (FUL) | Stepan Company (SCL) |

  30. Benchmarking Data

    We generally aim to benchmark total direct compensation, on average, to a range around the market 50th percentile of this Peer Group. This approach is the starting point as other factors are taken into consideration in establishing target pay opportunities, including but not limited to experience, breadth of responsibilities, tenure in the position, succession planning considerations, overall individual performance and internal equity. We do not assign a particular weight to any of these factors, and the Committee exercises its discretion in the weight it assigns to this data in making individual compensation decisions.

  31. Our Compensation Program

    | Pay Element | Objectives | Features | | Base Salary | Provide a fixed level of cash compensation for performing day-to-day responsibilities | Based on the individual’s role, duties, responsibilities and experience | | Annual Incentive Plan (AIP) | Reward achievement of short-term financial, strategic and individual performance goals | Cash payments based on achievement of our; (1) Adjusted EBITDA, (2) Net New Business Wins (“NBW”), and (3) Safety (TRIR and Process Safety) goals | | Long-Term Performance Incentive Plan (LTIP) | Align management interests with those of shareholders, encourage retention and reward long-term Company performance | Consists of: •60% PSUs, based on equal parts; (1) relative total shareholder return, and (2) adjusted return on invested capital •40% time-based RSUs, vesting ratably over a three-year period |

  32. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) The AIP is intended to provide an opportunity for our NEOs to receive annual incentive bonuses based on the achievement of pre-established goals. We re-evaluate the terms of our AIP each year and adjust as needed to ensure that we are appropriately incentivizing our current objectives. Through our 2025 AIP, we provided short-term cash compensation that is at-risk and subject to achievement of designated performance goals. All AIP bonuses are subject to the discretion of the Committee. We designed the AIP to: •align rewards with the business strategy and culture of Quaker Houghton, putting emphasis on individual, team and company contributions; •provide visibility into how rewards are calculated; and •allow for flexibility related to year-over-year organizational priorities. Each NEO’s 2025 AIP target opportunity was expressed as a percentage of the NEO’s base salary and varied based on the NEO’s position and level of responsibilities, as set forth in the table below. The NEOs could earn between 0% and 200% of their 2025 AIP target opportunities based on Company performance.

  33. Annual Incentive Plan (AIP)

    | Name | 2025 Base Salary Level ($) | 2025 AIP Target (% of Base Salary) | 2025 AIP Payout Range (% of 2025 AIP Target) | 2025 AIP Target Award ($) | Actual 2025 AIP Award ($) | | Joseph A. Berquist | 800,000 | 100% | 0-200% | 800,000 | 461,840 | | Thomas Coler | 530,450 | 65% | 0-200% | 344,793 | 199,049 | | Jeewat Bijlani | 530,450 | 65% | 0-200% | 344,793 | 199,049 | | Jeffrey Fleck | 469,000 | 55% | 0-200% | 257,950 | 148,915 | | Robert T. Traub | 510,000 | 55% | 0-200% | 280,500 | 161,933 | | Dr. David Slinkman(1) | 442,900 | 55% | 0-200% | 243,595 | 105,471 |

  34. Annual Incentive Plan (AIP)

    1.Pursuant to the 2025 AIP, Dr. Slinkman remained eligible to receive a prorated payout of his 2025 AIP bonus award, based on actual performance.

  35. Overview of AIP Performance Metrics

    Overview of AIP Performance Metrics The AIP ties its financial and strategic objectives to our Company priorities and the external market, including goals for Adjusted EBITDA, NBW, and safety performance goals.

  36. Overview of AIP Performance Metrics

    | 2025 AIP Performance Metrics | | | | | | Award Measure | Weight | Award Parameters as a % of Goal Committee Discretion to pay between 0-200% of Target | | | | Metric | By Metric | Minimum Threshold Performance Payout 0% of Target | Target Performance Payout 100% | Maximum Performance Payout 200% of Target | | Adjusted EBITDA | 65% | $291m | $323m | $355m | | Net New Business Wins | 25% | 2.6% | 2.9% | 3.2% | | Safety (TRIR) | 5% | 0.350 | 0.318 | 0.286 | | Safety (Process Safety) | 5% | 80% | 95% | N/A | | Total | 100% | | | |

  37. Overview of AIP Performance Metrics

    The Committee added a provision to the 2025 AIP that, subject to its discretion, in the event Adjusted EBITDA does not meet or exceed the threshold performance goal for the year, payouts for all other measures under the 2025 AIP are capped at target. While Adjusted EBITDA did not meet or exceed threshold performance in 2025, the Committee used its discretion to not cap AIP payouts at target for the NBW measure only (for all impacted participants including each of the NEOs) in order to recognize Quaker Houghton’s achievements in generating new business wins and appropriately reward participants for their contributions during the year. The Committee considered the impact of this decision on overall 2025 AIP payout amounts (which for the NEOs remain below target level), the associated cost and potential benefit on employee engagement in a competitive market for talent. The Committee will continue to evaluate the appropriateness of all AIP payouts on a year-by-year basis. Additionally, starting in 2025, the Company’s “Safety” metric now consists of two components, the total recordable incident rate (“TRIR”) and measurement of on-time completion against the due date of corrective and preventative actions received from safety audits (“Process Safety”). The Process Safety metric will only pay above target if the TRIR metric also achieves above target performance, in which case the Process Safety payout will match the TRIR payout. See below under “Safety (TRIR and Process Safety)” for more information about these metrics.

  38. Adjusted EBITDA

    | Award Parameters | | Payout | | Minimum Threshold Performance | $291m | If Adjusted EBITDA is less than or at minimum threshold; payout will be 0% of Target | | Target Performance | $323m | If Adjusted EBITDA is at Target; payout will be 100% of Target | | Maximum Performance | $355m | If Adjusted EBITDA is at or above maximum; payout will be 200% of Target |

  39. Net New Business Wins

    | Award Parameters | | Payout | | Minimum Threshold Performance | 2.6% | If actual NBW is less than or at minimum threshold; payout will be 0% of Target | | Target Performance | 2.9% | If actual NBW is at Target; payout will be 100% of Target | | Maximum Performance | 3.2% | If actual NBW is at or above maximum; payout will be 200% of Target |

  40. TRIR

    | Award Parameters | | Payout | | Minimum Threshold TRIR | 0.350 | If TRIR is at minimum threshold; payout will be 0% of Target | | Target TRIR | 0.318 | If TRIR is at Target; payout will be 100% of Target | | Maximum TRIR | 0.286 | If TRIR is at or above maximum; payout will be 200% of Target |

  41. Process Safety

    | Award Parameters | | Payout | | Minimum Threshold | 80% | If process safety meets minimum threshold; payout will be 0% of Target | | Target | 95% | If process safety is at Target; payout will be 100% of Target | | Maximum | N/A | Above target payout for Process Safety requires achievement of target goal and above target payout for TRIR. In that event, the payout for Process Safety would match the payout for TRIR. |

  42. Long-Term Incentives

    Long-Term Incentives The LTIP is intended to assist us in attracting, retaining and motivating key employees through the use of equity-based compensation that rewards long-term performance. The Committee believes that stock ownership by management and equity-based performance compensation arrangements are useful tools to align the interests of management with those of our shareholders and long-term performance of the Company. In 2025, the Committee reviewed current trends in long-term compensation practices with its independent compensation consultant. The most recent review confirmed that our practices were generally consistent with our peer companies and those of other public companies and are as follows: •Provide two types of awards (PSUs and RSUs) to senior executives, including the NEOs, with a higher weight of PSUs than RSUs for the NEOs. •The PSU portion of the Company’s 2025 LTIP is subject to double trigger vesting. The NEO must remain employed during the performance period and the performance criteria must be met for the PSU to vest. The performance criteria for the PSU is comprised of two metrics: (1) relative total shareholder return (“rTSR”) over the applicable period as compared to the companies in the S&P Composite 1500 Chemicals Index and (2) adjusted return on invested capital (“ROIC”). •The RSUs are time-based with ratable vesting over a three-year period assuming continued employment of the grantee. These RSUs are eligible for dividend equivalent rights when the Company pays a dividend to holders of common stock generally, subject to the same terms and conditions as the RSUs to which the dividend equivalent rights relate. The 2025 PSU awards measure both cumulative performance and continuous improvement over the three-year performance period. For each metric, performance for each year in the performance period (i.e., 2025, 2026 and 2027) will be measured separately (with each year weighted 25%). Company performance for the full 3-year performance period (e.g., 2025 through 2027) will also be evaluated and weighted 25%. This methodology addresses challenges with long-term goal setting and is intended to enhance the motivational value of the awards and mitigate potential volatility in payouts. The final value of the PSUs will be determined following the conclusion of the 3-year performance period and any payouts earned will vest and be delivered to participants at that time.

  43. LTIP Components

    LTIP Components

  44. LTIP Components

    | Award Type | Allocation Percentage | Period | | PSUs | 60% | 3-year performance period with two performance metrics: rTSR and adjusted ROIC | | RSUs | 40% | 3-year ratable vesting | | Total | 100% | |

  45. Performance Stock Unit (PSU) Metrics Overview

    Performance Stock Unit (PSU) Metrics Overview

  46. Performance Stock Unit (PSU) Metrics Overview

    | PSU Award Measure | Weighting | Award Parameters as a % of Goal | | | Summary | | Metric | By Metric | Minimum Threshold Performance and Payout | Target Performance and Payout | Maximum Performance and Payout | Notes/Comments | | rTSR (1) | 50% | 25th Percentile | 50th Percentile | 75th Percentile | •Performance period from January 1, 2025 through December 31, 2027 •25% weighting to each of the three years’ rTSR plus 25% weighting to three-year cumulative rTSR •Payout capped at 200% of target number of PSUs granted | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Adjusted ROIC (2) | 50% | XX%(3) | XX%(3) | XX%(3) | •Performance period from January 1, 2025 through December 31, 2027 •ROIC metric aligns long-term compensation with capital efficiency •25% weighting to each of the three years’ ROIC plus 25% weighting to the three-year cumulative ROIC •Payout capped at 200% of target number of PSUs granted | | | | Payout: 50% | Payout: 100% | Payout: 200% | | | Total | 100% | | | | |

  47. Performance Stock Unit (PSU) Metrics Overview

    1.rTSR is calculated based on one-calendar month average periods prior to the beginning and end of the performance period, assuming any dividends in the beginning average and the performance period are reinvested in the issuing entity as of the ex-dividend date of the Company, as compared to the TSR of the companies in the S&P Composite 1500 Chemicals Index. 2.Adjusted ROIC is calculated as the net operating profit adjusted for non-GAAP items as disclosed in our Form 10-K, including intangible amortization, equity income and non-controlling interest after tax, divided by the two-year average of the sum of (a) short-term debt, plus (b) long-term debt, plus (c) total equity. 3.Information with respect to performance targets for the ROIC metric during the pendency of the performance period is not considered material to an understanding of our compensation arrangements and is not addressed in this discussion because it represents confidential business or financial information that we do not otherwise disclose to the public. Disclosing this information could cause significant competitive harm to the Company. We believe our performance target for the ROIC metric was set at an appropriate level at the beginning of the performance period to be challenging, but sufficiently realistic to motivate the performance of our executive officers. We will disclose information with respect to the ROIC threshold, target and maximum payout opportunities, and the actual number of shares awarded, in our executive compensation disclosures with the SEC in the year following conclusion of the performance period.

  48. LTIP Awards for 2025

    LTIP Awards for 2025 In the first quarter of 2025, the Committee selected participants for the 2025-2027 performance period, including all of the Named Executive Officers then employed by the Company. The specific amount of each award was determined with reference to market data provided by the Committee’s independent compensation consultant, as well as the relative position and role of each executive officer within the Quaker Houghton organizational structure, influence on long-term results, past practice, performance factors independent of the terms and amounts of awards previously granted and targets for the mix of compensation between base salary, annual and long-term incentives. The following PSU and RSU awards were granted to the NEOs in 2025.

  49. LTIP Awards for 2025

    | Name | Target Number of PSUs | Number of RSUs | Target Award Value ($)(1) | | Joseph A. Berquist | 10,741 | 7,161 | 2,300,000 | | Thomas Coler | 3,969 | 2,646 | 850,000 | | Jeewat Bijlani | 3,035 | 2,023 | 650,000 | | Jeffrey Fleck | 1,868 | 1,245 | 400,000 | | Robert T. Traub | 2,405 | 1,603 | 515,000 | | Dr. David Slinkman | 1,634 | 1,089 | 350,000 |

  50. LTIP Awards for 2025

    1.The number of PSUs granted was determined by dividing the target value by the grant date stock price. The target value of PSUs differs from the grant date fair value of PSUs for accounting purposes, as disclosed in the “Grants of Plan-Based Awards” table.

  51. 2025 Payout of 2023 PSU Awards

    2025 Payout of 2023 PSU Awards The PSU awards granted in 2023 (“2023 PSU Awards”) had performance targets based on relative TSR (compared to the S&P 400 MidCap Materials Index) and a three-year average adjusted ROIC. The performance targets for these grants were established in the first quarter of 2023. The specific amount of the target PSU opportunity for each NEO was determined with reference to market data available at that time as provided by the Company’s independent compensation consultant, including the NEO’s role within the Quaker Houghton organizational structure, and impact on long-term results for the performance period. The Committee approved payment to the NEOs of the 2023 PSU Awards, based upon achievement of rTSR and adjusted ROIC performance goals set forth in the table below. As a result, these PSUs were paid at 60% of the target amount. Actual performance, as certified by the Committee is reflected below:

  52. 2025 Payout of 2023 PSU Awards

    | Metric | Threshold | Target | Maximum | Actual Performance | Payout | | rTSR (50%) | 25th Percentile | 50th Percentile | 75th Percentile | 21% | 0% | | Adjusted ROIC (50%) | 7.40% | 9.20% | 11.00% | 9.60% | 120% |

  53. 2025 Payout of 2023 PSU Awards

    The payment calculation for the 2023 PSU Awards that settled in March 2026 is shown below:

  54. 2025 Payout of 2023 PSU Awards

    | Name | Target Number of PSUs | Percentage Payable | PSUs Payable | | Joseph A. Berquist | 2,328 | 60% | 1,396 | | Thomas Coler(1) | — | — | — | | Jeewat Bijlani | 2,162 | 60% | 1,297 | | Jeffrey Fleck | 1,330 | 60% | 798 | | Robert T. Traub | 1,713 | 60% | 1,028 | | Dr. David Slinkman(2) | 1,164 | 60% | 698 |

  55. 2025 Payout of 2023 PSU Awards

    1. Mr. Coler joined the Company on June 10, 2024. 2. Dr. Slinkman retired from the Company on September 30, 2025. Pursuant to the Company’s LTIP and the terms of his grant agreement for the 2023 PSU Award, the number of Dr. Slinkman’s PSUs which would have been payable were pro-rated based on the number of full months of active service during the performance period. The actual number of 2023 PSUs vested for Dr. Slinkman was 639.

  56. Chief Executive Officer Compensation

    Chief Executive Officer Compensation The Committee generally uses the same factors in determining the compensation of the CEO as it does for the other executive officers. The Committee considers CEO compensation in the Peer Group and the benchmarking data provided by its independent compensation consultant as a starting point for determining competitive compensation opportunities. The Committee then reviews and develops Company performance objectives for the CEO and periodically assesses the performance of the CEO. The Committee also evaluates how much the CEO should be compensated in relation to the other Company executives, but the Committee has not adopted any formula linking the level of CEO compensation to that of other executives.

  57. Chief Executive Officer Compensation

    | Mr. Berquist’s Compensation Summary | | | 2025 Base Salary Rate(1) | $800,000 | | Total AIP Bonus Opportunity | 100% of base salary at Target 200% of base salary at Maximum | | Actual AIP Bonus Achieved | 58% of Target AIP award opportunity Total AIP bonus payout of $461,840 | | 2025 LTIP Awards(2) | $2,300,000 target grant date value | | 2025 Target Total Compensation | $3,900,0000 |

  58. Chief Executive Officer Compensation

    1.Mr. Berquist did not receive an increase in 2025 because his base salary rate was adjusted in connection with his promotion to CEO, effective November 18, 2024. 2.2025 LTIP awards consisted of 40% RSUs and 60% PSUs, as was the case for the other NEOs. The number of PSUs granted was determined by dividing the target value by the grant date stock price. The target value of PSUs differs from the grant date fair value of PSUs for accounting purposes. Based on Mr. Berquist’s level of responsibility, experience, market data and the Company’s performance, the Committee determined that Mr. Berquist’s pay is in an appropriate range in absolute terms and as compared to the other executive officers. For more information on the terms of Mr. Berquist’s employment and compensation, please refer to the section titled “Mr. Berquist’s Employment and Change in Control Agreements.” In 2026, Mr. Berquist’s LTIP awards will have a $3,300,000 target grant date value, and will consist of 40% RSUs and 60% PSUs.

  59. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Committee believes that appropriate severance and change in control benefits are an important part of the total compensation benefits package because they enhance our ability to compete for talent and foster stability in our management. We have entered into employment agreements with each of our Named Executive Officers, pursuant to which severance benefits are payable to each of them under certain circumstances. We have also entered into “double-trigger” change in control agreements with each of the Named Executive Officers pursuant to which the executive officers will receive certain benefits; (1) if they experience a qualifying termination (by us without “cause,” or by the executive officer for “good reason”), (2) within a specified period following a change in control of Quaker Houghton. In determining amounts of severance that our Named Executive Officers are eligible to receive, the Committee seeks to provide severance benefits sufficient to allow our executives time to find a comparable position elsewhere and change in control benefits sufficient to induce our executives to support a change in control transaction fully and remain with us despite any risk of termination after the transaction.

  60. Mr. Berquist’s Employment and Change in Control Agreements

    Mr. Berquist’s Employment and Change in Control Agreements Mr. Berquist is employed pursuant to an employment agreement that permits Quaker Houghton or Mr. Berquist to terminate Mr. Berquist’s employment on 90 days’ written notice, with or without cause or reason. In accordance with the terms of the employment agreement, the Board reviews and adjusts Mr. Berquist’s base salary from time to time. Mr. Berquist’s employment agreement provides that he is eligible to participate in our AIP and LTIP, as well as other benefit programs generally available to full-time U.S. employees.

  61. Severance

    Severance Mr. Berquist’s employment agreement provides that upon the termination of his employment by Quaker Houghton for any reason other than (i) by Quaker Houghton for “cause,” or (ii) his death, Quaker Houghton will pay Mr. Berquist severance consisting of 18 months of salary and bonus at target level paid bi-weekly over an 18-month period, provided Mr. Berquist signs a customary release. Continuation of all medical and dental coverage will also be available for this period with Company-paid premiums as if still employed for a period of 18 months, as well as reasonable outplacement assistance for one year following the separation from service. Mr. Berquist’s employment agreement contains a confidentiality covenant and an 18-month non-competition and non-solicitation provision in the event of termination. In case of termination of employment because of death Quaker Houghton will be obligated to pay the death benefits described below under “Death Benefits”. “Cause” is defined under Mr. Berquist’s employment agreement as a willful and material breach of the terms of his employment agreement (after having received notice thereof and a reasonable opportunity to cure or correct) or Quaker Houghton’s policies, or dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of Mr. Berquist’s duties to Quaker Houghton that is materially injurious to the Company, or a conviction of or a plea of guilty or nolo contendere to a felony.

  62. Termination Following Change in Control

    Termination Following Change in Control Mr. Berquist’s change in control agreement provides that Mr. Berquist is entitled, if terminated (other than for disability, death, by us for “cause,” or by the executive officer other than for “good reason”) within two years following a change in control, to severance in an amount equal to two times the sum of the highest annualized base salary plus an amount equal to the average of the total annual amounts paid to Mr. Berquist under all applicable annual incentive compensation plans during the applicable three calendar-year period described in the change in control agreement. In general, this three-year period would be expected to be the year of termination and the prior two years (if Mr. Berquist has received a bonus in the year of his termination of employment) or, otherwise, the three calendar years prior to the year of his termination of employment. In addition, Mr. Berquist would be entitled to receive (i) earned but unpaid base salary through the termination at the rate in effect on the date of termination or, if higher, at the rate in effect at any time during the 90-day period preceding the change in control; (ii) any unpaid bonus or annual incentive payable to the executive in respect of the calendar year ending prior to the termination; (iii) a pro rata portion of any and all unpaid bonuses and annual incentive awards for the calendar year in which the termination occurs based on mid/target performance; and (iv) a pro rata portion of any and all awards under the Company’s LTIP for the performance period(s) in which the termination occurs, which would have been payable had the target level performance been achieved for the performance period. Mr. Berquist would also be entitled to one year of outplacement services and participation in the Company’s medical, dental and life insurance programs with premiums paid as if still employed for a period of 18 months. In addition, the benefits and payments will be discontinued if Mr. Berquist violates the confidentiality provisions of his change in control agreement (at any time) or the non-compete provisions of the change in control agreement (during employment or the one-year period thereafter). To the extent the severance payments, together with any other payments contingent upon a change in control, exceed the limits under the Internal Revenue Code (“Code”) Section 280G (generally, three times the individual’s average annual compensation for the prior five years), Mr. Berquist will receive the better of, on an after-tax basis, the severance benefits, reduced to the extent necessary to avoid the imposition of the excise tax under Code Section 4999, or the full amount of severance benefits, subject to excise taxes. The Committee believes that providing benefits for Mr. Berquist’s termination within two years following a change in control is fair because he has the broadest responsibility and accountability in ensuring the success of our business and would be crucial to retain in any change in control. This is consistent with our philosophy of tying compensation to level of responsibility and influence over the Company’s results and performance. See the discussion under the caption “Potential Payments Upon Termination or Change in Control” in this proxy statement. These benefits will be paid or provided only if Mr. Berquist signs a general release of claims.

  63. Other Named Executive Officers

    Other Named Executive Officers Messrs. Bijlani, Coler, Fleck, Slinkman and Traub are each entitled to severance under their respective employment agreements if the Company terminates their employment (other than in the case of termination for “cause”, disability, death or retirement) equal to 12 months base salary at their then current rate of salary. In the case of Messrs. Bijlani, Coler, Fleck, Slinkman and Traub, “cause” generally means: (i) willful and material breach of their memorandum of employment; (ii) dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of duties which is materially injurious to Quaker Houghton; or (iii) conviction of or plea of guilty or nolo contendere to a felony. Messrs. Bijlani, Coler, Fleck, Slinkman and Traub are also entitled to reasonable outplacement assistance under their respective employment agreements. Messrs. Bijlani’s, Coler’s, Fleck’s, Slinkman’s and Traub’s severance payments are contingent upon signing a form of release satisfactory to Quaker Houghton. None of the Named Executive Officers are entitled to severance under their employment agreements if they terminate their employment voluntarily, even if for “good reason”. Under their respective employment agreements, Messrs. Bijlani, Coler, Fleck, Slinkman and Traub would receive any severance payments in periodic installments, provided a customary release of claims is executed and has not been revoked. Dr. Slinkman retired effective September 30, 2025. See also the discussion under the captions “Retirement”, “Termination Without Cause Not Involving a Change in Control”, and “Termination as a Result of Death or Disability” in this proxy statement.

  64. Change in Control Agreements

    Change in Control Agreements Quaker Houghton has entered into change in control agreements with each of its Named Executive Officers. Under these agreements, the officers other than Mr. Berquist (Mr. Berquist’s is described above) are entitled, (1) if terminated (other than for disability, death, by us for “cause,” or by the executive officer other than for “good reason”), (2) within two years following a change in control, to severance in an amount equal to 1.5 times the sum of their highest annualized base salary plus an amount equal to the average of the total annual amounts paid to the executive under all applicable annual incentive compensation plans during the applicable three calendar-year period described in the change in control agreements. In general, this three-year period would be expected to be the year of termination and the prior two years (if the executive received a bonus in the year of the executive’s termination of employment) or, otherwise, the three calendar years prior to the year of such executive officer’s termination of employment. See the discussion under the caption “Potential Payments Upon Termination or Change in Control” in this proxy statement. In addition, these executive officers are entitled to receive (i) earned but unpaid base salary through the termination at the rate in effect on the date of termination or, if higher, at the rate in effect at any time during the 90-day period preceding the change in control; (ii) any unpaid bonus or annual incentive payable to the executive in respect of the calendar year ending prior to the termination; (iii) a pro rata portion of any and all unpaid bonuses and annual incentive awards for the calendar year in which the termination occurs based on target performance for Messrs. Bijlani, Coler, Fleck, Slinkman and Traub; and (iv) a pro rata portion of any and all awards under the Company’s LTIP for the performance period(s) in which the termination occurs, which would have been payable had the target level performance been achieved for the performance period. Dr. Slinkman retired in 2025. In addition to the amounts described above, our other Named Executive Officers are also entitled to one-year outplacement services, and participation in our medical, dental and life insurance programs with Company-paid premiums as if still employed for a period of 18 months. These benefits would be paid or provided only if the executive officer signs a general release of claims. In addition, the benefits and payments would be discontinued if the executive officer violates the confidentiality provisions of such executive officer’s respective change in control agreement (at any time) or the non-compete provisions of the change in control agreement (during employment or the one-year period thereafter). To the extent the severance benefits, together with any other payments contingent upon a change in control, exceed the limits under Code Section 280G (generally, three times the individual’s average annual compensation for the prior five years), the NEOs will receive the better of, on an after-tax basis, the severance benefits reduced to the extent necessary to avoid imposition of the excise tax under Code Section 4999, or the full amount of severance benefits, subject to excise taxes. In the change in control agreements, “cause” generally means: (i) the willful and material breach of the employment agreement between the executive and Quaker Houghton (after having received notice and the reasonable opportunity to cure or correct); (ii) dishonesty, fraud, willful malfeasance, gross negligence or other gross misconduct, in each case relating to the performance of the executive’s employment with Quaker Houghton which is materially injurious to Quaker Houghton; or (iii) conviction of or plea of guilty to a felony. “Good reason” includes, other than by reason of executive’s death or disability: (i) any reduction in the executive’s base salary from that provided immediately before the “covered termination” or, if higher, immediately before a change in control; (ii) any reduction in the executive’s bonus opportunity (including cash or noncash incentives) or increase in the goals or standards required to accrue that opportunity, as compared to the opportunity and goals or standards in effect immediately before the change in control; (iii) a material adverse change in the nature or scope of the executive’s authorities, powers, functions or duties from those in effect immediately before the change in control; (iv) a reduction in the executive’s benefits from those provided immediately before the change in control, disregarding any reduction under a plan or program covering employees generally that applies to all employees covered by the plan or program; or (v) the executive being required to accept a primary employment location which is more than 25 miles from the location at which they were primarily employed during the 90-day period prior to a change in control.

  65. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation awarded to, paid to, or earned by each of our Named Executive Officers.

  66. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards ($)(e)(1) | Non-Equity Incentive Plan Compensation ($)(f)(2) | All Other Compensation ($)(g)(3)(4) | Total ($)(h) | | Joseph A. Berquist Chief Executive Officer and President | 2025 | 800,000 | — | 2,420,319 | 461,840 | 27,292 | 3,709,451 | | | 2024 | 575,731 | — | 1,012,878 | 276,425 | 32,082 | 1,897,116 | | | 2023 | 535,933 | — | 789,316 | 570,375 | 32,976 | 1,928,600 | | Thomas Coler Executive Vice President, Chief Financial Officer | 2025 | 527,479 | — | 894,331 | 199,049 | 22,956 | 1,643,815 | | | 2024 | 277,308 | — | 2,305,557 | 256,502 | 25,277 | 2,864,644 | | Jeewat Bijlani Executive Vice President, Global Specialty and Chief Growth Officer | 2025 | 527,479 | — | 683,828 | 199,049 | 40,495 | 1,450,851 | | | 2024 | 512,173 | — | 1,639,537 | 256,502 | 42,806 | 2,451,018 | | | 2023 | 500,000 | — | 732,973 | 528,125 | 34,840 | 1,795,938 | | Jeffrey Fleck Former Senior Vice President, Chief Global Operations Officer(5) | 2025 | 466,308 | — | 420,877 | 148,915 | 29,670 | 1,065,770 | | | 2024 | 453,115 | 87,500 | 420,304 | 201,342 | 31,529 | 1,193,790 | | Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary | 2025 | 499,423 | — | 541,868 | 161,933 | 35,760 | 1,238,984 | | | 2024 | 452,173 | — | 541,049 | 201,342 | 38,454 | 1,233,018 | | Dr. David Slinkman Former Senior Vice President, Chief Technology Officer | 2025 | 341,619 | 150,000(6) | 368,149 | 105,471 | 342,307 | 1,307,546 |

  67. Summary Compensation Table

    1.The target grant value of our NEOs’ 2025 LTIP awards are described in “Compensation Discussion and Analysis -- LTIP Awards for 2025” above. The amounts in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity awards granted under the Company’s LTIP. Assumptions used in the calculation of these amounts are included in Note 8 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of RSUs and restricted stock is calculated using the closing price of the Company’s common stock on the NYSE on the grant date. The grant date fair value of the PSUs reflected in column (e) are the target payouts based on the probable outcome of the performance condition, determined as of the grant date, and are disclosed in the “Grants of Plan-Based Awards” table in this proxy statement. The target value of PSUs as described in the “Compensation Discussion and Analysis - LTIP Awards for 2025” differs from the grant date fair value of the PSUs computed in accordance with FASB ASC Topic 718. The maximum potential values as of the grant date of the 2025-2027 PSUs assuming the highest level of performance are as follows: $2,759,793 for Mr. Berquist; $1,019,795 for Mr. Coler; $779,813 for Mr. Bijlani; $479,964 for Mr. Fleck; $617,941 for Mr. Traub, and $419,840 for Dr. Slinkman. 2.The amounts in column (f) are incentive cash bonuses earned in 2025 and payable in 2026 under the AIP, which is described in the “Compensation Discussion and Analysis” above. 3.The amounts in column (g) reflect all other compensation paid in 2025, as follows:

  68. Summary Compensation Table

    | Name | Contributions Pursuant to the Company’s Retirement Savings Plan ($) | Dividends Paid on Time-Based Restricted Stock Awards ($) | Cost Associated with Personal Financial Planning ($) | Costs Associated with Executive Physical or Concierge Medical Reimbursement Program ($) | | Joseph A. Berquist | 19,081 | 1,721 | 1,490 | 5,000 | | Thomas Coler | 18,029 | — | — | 4,927 | | Jeewat Bijlani | 21,000 | 1,950 | 13,070 | 4,475 | | Jeffrey Fleck | 21,000 | 1,272 | 3,500 | 3,898 | | Robert T. Traub | 20,977 | 1,218 | 13,565 | — | | Dr. David Slinkman | 18,787 | 774 | 3,500 | 1,463 |

  69. Summary Compensation Table

    4. Dr. Slinkman retired effective September 30, 2025. His amount in column (g) also reflects the following amounts paid or accrued in 2025 in connection with his termination of service.

  70. Summary Compensation Table

    | Name | Prorated / Accelerated Equity Awards ($)(a) | | Dr. David Slinkman | 317,783 |

  71. Summary Compensation Table

    a.The value of accelerated time-based restricted stock and RSUs was calculated by using the closing price on the date of termination multiplied by the number of shares or units that accelerated. The value of PSUs was calculated by multiplying the pro rata portion of the 2023 PSU award by the closing price as of December 31, 2025. 5. Mr. Fleck’s employment with Quaker Houghton terminated as of March 9, 2026. 6. This amount reflects a cash retention bonus paid to Dr. Slinkman for continued service leading up to his retirement.

  72. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Provided below is information on grants made in 2025 to the Named Executive Officers under the Company’s LTIP and Annual Cash Incentive Bonus Plan. In March 2025, awards for the 2025-2027 period were made to the Named Executive Officers consisting of time-based RSUs with ratable vesting over a three-year period and PSUs vesting based on performance. See discussion under the heading “Long-Term Incentives” under the Compensation Discussion and Analysis section in this proxy statement.

  73. Grants of Plan-Based Awards

    | Name (a) | Grant Date (b) | Award Type (c) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i)(3) | Grant Date Fair Value of Stock and Option Awards ($)(j)(4) | | | | | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | Joseph A. Berquist | | AIP | 800,000 | 1,600,000 | | | | | | | | 3/15/25 | PSU | | | 5,371 | 10,741 | 21,482 | | 1,500,345 | | | 3/15/25 | RSU | | | | | | 7,161 | 919,974 | | Thomas Coler | | AIP | 344,793 | 689,586 | | | | | | | | 3/15/25 | PSU | | | 1,985 | 3,969 | 7,938 | | 554,398 | | | 3/15/25 | RSU | | | | | | 2,646 | 339,932 | | Jeewat Bijlani | | AIP | 344,793 | 689,586 | | | | | | | | 3/15/25 | PSU | | | 1,518 | 3,035 | 6,070 | | 423,933 | | | 3/15/25 | RSU | | | | | | 2,023 | 259,895 | | Jeffrey Fleck | | AIP | 257,950 | 515,900 | | | | | | | | 3/15/25 | PSU | | | 934 | 1,868 | 3,736 | | 260,932 | | | 3/15/25 | RSU | | | | | | 1,245 | 159,945 | | Robert T. Traub | | AIP | 280,500 | 561,000 | | | | | | | | 3/15/25 | PSU | | | 1,203 | 2,405 | 4,810 | | 335,931 | | | 3/15/25 | RSU | | | | | | 1,603 | 205,937 | | Dr. David Slinkman | | AIP | 243,595 | 487,190 | | | | | | | | 3/15/25 | PSU | | | 817 | 1,634 | 3,268 | | 228,245 | | | 3/15/25 | RSU | | | | | | 1,089 | 139,904 |

  74. Grants of Plan-Based Awards

    1.These columns show the potential payment range under the 2025 AIP. For additional information, see “Compensation Discussion and Analysis – Annual Incentive Plan (AIP).” The cash incentive payment range is generally from 0% to 200% of target. There is no threshold or minimum performance level for these awards. The actual amount paid out under the 2025 AIP is paid out in early 2026 and presented in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” 2.The amounts shown in column (f) reflect the number of shares of Quaker Houghton common stock that will be paid under the Company’s LTIP pursuant to PSUs if the Company’s rTSR reflects a threshold 25th percentile rank and the Company’s adjusted return on invested capital (ROIC) reflects payout at 50% of the target amounts shown in column (g). The amounts shown in column (h) are 200% of the target amounts shown in column (g). The value or maturation of a PSU award is determined by performance over a three-year period based on two metrics: (1) relative total shareholder return against a predetermined peer group and (2) adjusted return on invested capital. The actual number of common shares to be issued to the Named Executive Officers, if any, will not be determined until after completion of the three-year performance period, based on an achievement percentage of actual performance at the end of the performance period multiplied by each Named Executive Officer’s respective target PSU award. Any shares so earned would be paid out in early 2028. 3.The amounts shown in column (i) for awards granted on March 15, 2025 reflect the number of time-based RSUs awarded under the LTIP with ratable vesting over a three-year period. 4.The amounts included in column (j) represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 8 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  75. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  76. Outstanding Equity Awards at Fiscal Year-End

    | Name (a) | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) (b)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(c)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d) | Option Exercise Price ($)(e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i)(10) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j)(2) | | Joseph A. Berquist | 1,319 | 0 | — | 245.49 | 3/15/2028 | 518(3) | 71,127 | 2,098(8) | 288,076 | | | 2,472 | 0 | — | 178.29 | 3/16/2029 | 954(4) | 130,994 | 21,482(9) | 2,949,693 | | | | | | | | 946(4) | 129,895 | | | | | | | | | | 7,252(6) | 995,772 | | | | Thomas Coler | — | 0 | — | | | 1,361(4) | 186,879 | 2,999(8) | 411,793 | | | | | | | | 2,403(5) | 329,956 | 7,938(9) | 1,089,967 | | | | | | | | 2,679(6) | 367,853 | | | | | | | | | | 5,655(7) | 776,488 | | | | Jeewat Bijlani | 731 | 0 | — | 136.64 | 3/30/2027 | 481(3) | 66,046 | 1,948(8) | 267,480 | | | 1,319 | 0 | — | 245.49 | 3/15/2028 | 886(4) | 121,657 | 6,070(9) | 833,472 | | | 2,244 | 0 | — | 178.29 | 3/16/2029 | 878(4) | 120,558 | | | | | | | | | | 2,048(6) | 281,211 | | | | | | | | | | 4,324(7) | 593,728 | | | | Jeffrey Fleck | — | 0 | — | | | 296(3) | 40,644 | 1,199(8) | 164,635 | | | | | | | | 545(4) | 74,834 | 3,736(9) | 512,990 | | | | | | | | 1,260(6) | 173,011 | | | | Robert T. Traub | 1,319 | 0 | — | 245.49 | 3/15/2028 | 381(3) | 52,315 | 1,543(8) | 211,869 | | | 1,910 | 0 | — | 178.29 | 3/16/2029 | 702(4) | 96,392 | 4,810(9) | 660,461 | | | | | | | | 1,623(6) | 222,854 | | | | Dr. David Slinkman | 1,123 | 0 | — | 245.49 | 3/15/2028 | | | 380(11) | 52,178 | | | 1,213 | 0 | — | 178.29 | 9/30/2028 | | | 1,374(11) | 188,664 |

  77. Outstanding Equity Awards at Fiscal Year-End

    1.The options generally have a seven-year term. For options expiring on March 30, 2027, the grant date was March 30, 2020. For options expiring on March 15, 2028, the grant date was March 15, 2021. For options expiring on March 16, 2029 and September 30, 2028, the grant date was March 16, 2022. One-third of each option award vested on the first, second and third anniversaries of the respective grant dates. 2.Reflects amounts based on the closing market price of the Company’s common stock on the NYSE of $137.31 per share on December 31, 2025. 3.Time-based restricted stock awards granted under the LTIP that vest in three equal annual installments beginning on March 15, 2024. 4.Time-based RSUs granted under the LTIP that vest in three equal annual installments beginning on March 15, 2025. 5.Time-based RSUs granted under the LTIP that vest on June 15, 2026. 6.Time-based RSUs granted under the LTIP that vest in three equal annual installments beginning on March 15, 2026. 7.Time-based RSUs granted under the LTIP that vest on December 15, 2027, which are subject to a modifier where the number of units will increase or decrease by 25% based on relative TSR. 8.PSUs granted under the LTIP for the 2024-2026 performance period that vest on December 31, 2026 and would be paid out in early 2027 based on the level of achievement of the performance condition over the three year performance period. 9.PSUs granted under the LTIP for the 2025-2027 performance period that vest on December 31, 2027 and would be paid out in early 2028 based on the level of achievement of the performance condition over the three year performance period. 10.The number of outstanding PSUs reported in this column is calculated in accordance with SEC requirements and is based on our actual performance results for the outstanding PSUs whose performance period ended at the end of fiscal 2025 (or before) under the applicable performance measures. Tranches of the PSUs whose performance period has not started yet or are in progress are tracked at target. Reported share totals are cumulative and assume the payout will occur at the next highest level (threshold, target or maximum) relative to actual performance results. 11.The target number of outstanding PSUs for Dr. Slinkman was adjusted to reflect a prorated potential payout in accordance with the Company’s LTIP as a result of his retirement.

  78. Stock Vested

    Stock Vested This table shows the number and value of stock awards vested during 2025 by the Named Executive Officers. No options were exercised by NEOs in 2025.

  79. Stock Vested

    | Name (a) | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(b) | Value Realized on Vesting ($)(c)(1) | | Joseph A. Berquist | 3,785 | 498,600 | | Thomas Coler | 671 | 86,203 | | Jeewat Bijlani | 4,238 | 555,921 | | Jeffrey Fleck | 2,491 | 338,973 | | Robert T. Traub | 2,343 | 310,093 | | Dr. David Slinkman | 3,356 | 441,065 |

  80. Stock Vested

    1.“Value realized on vesting” is calculated by multiplying the number of shares acquired on vesting by the market value of the Company’s common stock on the respective vesting date(s).

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We describe below estimated amounts payable to each of our Named Executive Officers under certain situations, assuming the termination of employment and, where applicable, that a change in control occurred on December 31, 2025. For purposes of this section, the term “change in control” generally means: (a) any person who, subject to certain exceptions, is or becomes the beneficial owner of securities of Quaker Houghton representing 30% or more of the combined voting power of Quaker Houghton’s then outstanding shares of common stock or such lesser percentage of voting power (but not less than 15%), as determined by the independent members of the Board of Directors; (b) during any two-year period, directors of Quaker Houghton in office at the beginning of such period plus any new director whose election by the Board of Directors or whose nomination for election by Quaker Houghton’s shareholders was approved by a vote of at least two-thirds of the directors then still in office (who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) shall cease for any reason to constitute at least a majority of the Board; (c) the consummation of (i) any consolidation or merger of Quaker Houghton in which Quaker Houghton is not the continuing or surviving corporation or pursuant to which Quaker Houghton’s voting common shares would be converted into cash, securities, and/or other property, other than a merger of Quaker Houghton in which holders of Quaker Houghton common shares immediately prior to the merger have the same proportionate ownership of voting shares of the surviving corporation immediately after the merger as they had in the common shares immediately before; or (ii) any sale, lease, exchange, or other transfer of all or substantially all the assets or earning power of Quaker Houghton; or (d) the approval of the liquidation or dissolution of Quaker Houghton by its shareholders or the Board of Directors. The amounts shown are estimated amounts and have not been calculated as a present value or otherwise adjusted for varying payment dates. The amounts shown are estimates of the amounts that would be paid; the actual amounts to be paid can only be determined at the time of the NEO’s separation from the Company (or a change in control, if applicable). Also, see the discussions under the headings “Severance and Change in Control Benefits” through “Death Benefits” in the Compensation Discussion and Analysis section of this proxy statement.

  82. Termination as a Result of Death or Disability

    | PAY RATIO DISCLOSURE |

  83. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations of the SEC, we are providing the following information about the annual total compensation of our median employee and the annual total compensation of our CEO, Joseph A. Berquist. For 2025, our last completed fiscal year: •The annual total compensation of our median employee, identified as described below was $50,111; and •The annual total compensation of our CEO was $3,709,451. This amount equals the CEO’s compensation as reported in the Summary Compensation Table. Based on this information, for 2025 the ratio of the annualized total compensation of our CEO, to the annual total compensation of the median employee was 74 to 1.

  84. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information on the relationship between Compensation Actually Paid (“CAP”) and the Company’s performance for our Named Executive Officers (“NEOs”), including our Principal Executive Officer (“PEO”). The calculation of CAP is mandated by the SEC and is not used by the Compensation and Human Resources Committee in setting compensation or its pay-for-performance assessments. See the “Compensation Discussion and Analysis” section for a discussion of the Company’s compensation philosophy, practices and programs. Part I:

  85. Pay versus Performance Disclosure

    | Year | SCT Total for Mr. Berquist (1) | Compensation Actually Paid to Mr. Berquist (1) (2) (5) | SCT Total for Mr. Tometich (1) | Compensation Actually Paid to Mr. Tometich (1) (2) (5) | SCT Total for Mr. Barry (1) | Compensation Actually Paid to Mr. Barry (1) (2) (5) | Average SCT Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) (4) (5) | | 2025 | $3,709,451 | $3,836,035 | $— | $— | $— | $— | $1,312,119 | $1,230,674 | | 2024 | $1,897,116 | $881,283 | $7,915,320 | $2,539,713 | $— | $— | $1,862,881 | $844,689 | | 2023 | $— | $— | $4,809,759 | $5,130,084 | $— | $— | $1,830,213 | $1,927,256 | | 2022 | $— | $— | $3,555,003 | $2,624,688 | $— | $— | $1,427,714 | $1,059,280 | | 2021 | $— | $— | $2,456,970 | $2,361,197 | $4,400,422 | $2,648,915 | $935,317 | $613,817 |

  86. Pay versus Performance Disclosure

    Part II:

  87. Pay versus Performance Disclosure

    | Year | Value of Initial Fixed $100 Investment Based on | | Net Income ($M) | Adjusted EBITDA (in thousands)(7) | | | KWR Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | | | | 2025 | $57.15 | $119.03 | $(2.40) | $299,238 | | 2024 | $57.65 | $122.34 | $116.73 | $310,918 | | 2023 | $86.53 | $123.66 | $112.87 | $320,379 | | 2022 | $67.01 | $111.31 | $(15.84) | $257,150 | | 2021 | $91.67 | $125.94 | $121.43 | $274,109 |

  88. Pay versus Performance Disclosure

    1.The table above reflects our current and two former PEOs. Mr. Berquist became our current PEO on November 18, 2024. Our former PEOs include Mr. Tometich, who served as CEO from December 1, 2021 to November 18, 2024 and Mr. Barry who served as CEO through November 30, 2021. 2.The dollar amounts represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the PEOs or Non-PEO NEOs during the applicable year. None of our NEOs participated in a pension plan for 2025; therefore, no adjustment from the Summary Compensation Table (“SCT”) total related to pension value was made. To calculate CAP for the current PEO, the following amounts were deducted from and added to SCT total compensation:

  89. Current PEO

    | Year | Summary Compensation Table Total for Mr. Berquist | Equity Adjustment | Compensation Actually Paid to Mr. Berquist Total | | 2025 | $3,709,451 | $126,584 | $3,836,035 |

  90. Non-PEO NEOs

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Equity Adjustment | Average Compensation Actually Paid to Non-PEO NEOs Total | | 2025 | $1,312,119 | $(81,445) | $1,230,674 |

  91. Relationship between Compensation Actually Paid (CAP) and Performance Metrics

    Relationship between Compensation Actually Paid (CAP) and Performance Metrics

  92. Director Compensation

    Director Compensation The Governance Committee is charged with reviewing and making recommendations to the Board of Directors with respect to non-management director compensation. The Company uses a combination of cash and stock-based compensation to attract and retain candidates on the Board. Director compensation is targeted at the median of the relevant comparison groups (discussed below) consistent with the positioning of executive officer compensation. In the past, in making this determination, the Governance Committee used certain industry-wide data obtained by Quaker Houghton’s management to set compensation. For the 2025-2026 Board year, each non-management director received an annual cash retainer of $80,000 and an award of time-based RSUs equal to $130,000 under the Company’s LTIP, which were granted in June 2025 and vest in a single installment a year from the date of issuance assuming continued Board membership. In addition, each non-management director received an annual fee related to their specific committee membership as follows:

  93. Director Compensation

    | Committee | Annual Retainer ($) | | Audit Committee | 10,000 | | Compensation and Human Resources Committee | 5,000 | | Governance Committee | 5,000 | | Sustainability Committee | 5,000 |

  94. Director Compensation

    The chairperson of each Board committee received the following additional cash compensation:

  95. Director Compensation

    | Committee | Chairperson Retainer ($) | | Audit Committee | 20,000 | | Compensation and Human Resources Committee | 15,000 | | Governance Committee | 12,500 | | Sustainability Committee | 12,500 |

  96. Director Compensation

    The Lead Director received an additional annual retainer of $20,000, and the non-executive Chair received an additional cash retainer of $100,000, which is paid in monthly installments. Effective January 6, 2025, Mr. Douglas entered into a consulting agreement with the Company to provide strategic advice and consulting to the Company’s CEO on an as needed basis. Mr. Douglas received $100,000 for the consulting services in 2025, which was paid in monthly installments. In January 2026, the parties agreed to extend the agreement through May 2026 at the same monthly compensation. The 2023 Director Stock Ownership Plan was adopted by the Board of Directors of the Company on February 22, 2023 and approved by the shareholders at the 2023 annual meeting. Presently, under the terms of the 2023 Director Stock Ownership Plan, each independent director is required to beneficially own on May 1 of the applicable calendar year shares of Quaker Houghton common stock equal to the “Threshold Amount”, which is defined as the quotient obtained by dividing (i) 500% of the annual retainer for the applicable calendar year by (ii) the average of the closing price of a share of Quaker Houghton common stock for the previous calendar year. If an independent director’s share ownership falls below the Threshold Amount, 75% of the annual cash retainer payable will be paid in shares of Quaker Houghton common stock and the remaining 25% of the annual cash retainer will be paid in cash, unless the director elects to receive a greater percentage of Quaker Houghton common stock (up to 100%). If a director’s share ownership meets or exceeds the Threshold Amount, the director may elect to receive common stock in payment of a percentage (up to 100%) of the annual cash retainer for the applicable year.

  97. Director Compensation

    Director Compensation

  98. Director Compensation

    | Name(a) | Fees Earned or Paid in Cash ($)(b)(1) | Stock Awards ($)(c)(2)(3) | All Other Compensation ($)(d) | Total ($)(e) | | Nandita Bakhshi | 95,000 | 129,911 | | 224,911 | | Michael F. Barry | 185,000 | 129,911 | | 314,911 | | Mark A. Douglas | 102,500 | 129,911 | 100,000 | 332,411 | | Lucrèce Foufopoulos-De Ridder | 90,000 | 129,911 | | 219,911 | | Jeffry D. Frisby | 122,500 | 129,911 | | 252,411 | | Charlotte C. Henry | 95,000 | 129,911 | | 224,911 | | Sanjay Hinduja | 85,000 | 129,911 | | 214,911 | | William H. Osborne | 110,000 | 129,911 | | 239,911 | | Ramaswami Seshasayee(4) | — | — | | — | | Russell R. Shaller | 95,000 | 129,911 | | 224,911 | | Fay West | 115,000 | 129,911 | | 244,911 |

  99. Director Compensation

    1.Under the terms of the Company’s 2023 Director Stock Ownership Plan, Mses. Bakhshi and Foufopoulos-De Ridder and Mr. Shaller were paid a portion of their retainer for the 2025-2026 Board year in shares of the Company’s common stock in lieu of cash, valued at $108.84 per share on June 1, 2025. Mses. Bakhshi and Foufopoulos-De Ridder and Mr. Shaller received 551 shares in lieu of $59,971. 2.The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the 2025 equity awards granted under the Company’s LTIP. 3.Each non-management director held 1,207 RSUs as of December 31,2025. 4.Mr. Seshasayee’s service ended with his retirement from the Board, effective on May 14, 2025.

  100. Director Compensation

    | COMPENSATION POLICIES AND PRACTICES |