DEF 14A of Qnity Electronics, Inc., Apr 8, 2026

DEF 14A of Qnity Electronics, Inc.

Filed Apr 8, 2026 · FY20250001628280-26-024259

Open on EDGAR

  1. Vice President, Associate General Counsel and Corporate Secretary

    | Executive Compensation | | 49 | | | Compensation Tables and Narratives | 49 | | | Summary Compensation Table | 49 | | | Grants of Plan-Based Awards | 51 | | | Outstanding Equity Awards | 52 | | | Option Exercises and Stock Vested | 54 | | | Pension Benefits | 54 | | | Non-Qualified Deferred Compensation | 55 | | | Potential Payments upon Termination or Change in Control | 59 | | | Pay Versus Performance | 61 | | | Equity Compensation Plan Information | 63 | | | Item 2: Advisory Vote to Approve Executive Compensation (Say on Pay) | 64 | | | Item 3: Advisory Vote on Frequency of Future Advisory Say on Pay Votes | 64 | | | Item 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 65 | | | Independent Registered Public Accounting Firm Fees | 66 | | Audit Committee Report | | 67 | | Stock Ownership Information | | 68 | | | Delinquent Section 16(a) Reports | 69 | | Additional Information | | 70 | | | Future Stockholder Proposals | 70 | | | Future Annual Meeting Business | 70 | | | Future Director Nominees through Proxy Access | 70 | | | Multiple Stockholders with the Same Address | 71 | | | Electronic Delivery of Proxy Materials | 71 | | | Copies of Proxy Materials and Annual Report | 71 | | Voting, Question and Attendance Procedures | | 72 | | | Vote Your Shares in Advance | 72 | | | Confidential Voting | 72 | | | Dividend Reinvestment Plan Shares | 72 | | | Qnity Shares Outstanding and Quorum | 73 | | | Proxy Solicitation on Behalf of the Board | 74 | | | Participating in the Annual Meeting | 74 | | | Other Matters | 74 | | Appendix A | | A-1 |

  2. Nominees for Board of Directors

    Nominees for Board of Directors You are being asked to vote on the election of the three Class I directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 13.

  3. Nominees for Board of Directors

    | Class I Director Nominees | | | | | | | | | | | | Karin De Bondt | | Byron Green | | Jon Kemp | | SVP and Chief Strategy Officer, Trane Technologies plc Age: 56 Committee Membership: Audit Other Public Boards: None | | Former VP Global Operations, L3Harris Technologies Age: 62 Committee Membership: People and Compensation Other Public Boards: None | | Chief Executive Officer and Director, Qnity Age: 50 Committee Membership: None Other Public Boards: None |

  4. Directors Continuing in Office

    Directors Continuing in Office

  5. Directors Continuing in Office

    | Class II Directors whose terms expire in 2027 | | | | | | | | | | | | | | Terrence R. Curtin | | Kristina M. Johnson | | Yi Hyon Paik | | | CEO, TE Connectivity Age: 57 Committee Membership: Audit Other Public Boards: 1 | | Managing Director, Catalyzer Ventures Age: 68 Committee Membership: People and Compensation Other Public Boards: 3 | | Former President and Chief Strategy Officer of Samsung SDI Company Age: 70 Committee Membership: Nomination and Governance Other Public Boards: 1 | |

  6. Directors Continuing in Office

    | Class III Directors whose terms expire in 2028 | | | | | | | | | | | | | | Shumeet Banerji | | Mark A. Blinn | | Anne Noonan | | | Former President Worldwide Commercial Business, Booz Allen Hamilton and Former CEO, Booz & Company Age: 66 Committee Membership: Nomination and Governance Other Public Boards: 1 | | Board Chair Former CEO and CFO, Flowserve Corporation Age: 64 Committee Membership: Nomination and Governance Other Public Boards: 3 | | Former President and CEO, Summit Materials Age: 62 Committee Membership: People and Compensation Other Public Boards: 1 | |

  7. Directors Continuing in Office

    | | | | | | | Steven M. Sterin | | | | | | Consultant, Amber Energy Age: 54 Committee Membership: Audit Other Public Boards: 1 | | | | | | | | | | Committee Chair | | | | | Independent Director | |

  8. Directors Continuing in Office

    | 2026 Proxy Statement | 7 |

  9. Our Board of Directors

    Our Board of Directors

  10. Director Qualifications, Skills and Experience

    Director Qualifications, Skills and Experience Skills and Experience. The Board has adopted guidelines to be used by the Nomination and Corporate Governance Committee and the Board in evaluating candidates for Board membership in order to ensure a highly qualified Board. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; and business acumen. Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in a wide range of industries, prior government service, diversity of skills and experience, time availability in light of other commitments, dedication and conflicts of interest are among the relevant criteria, which will vary depending on the needs of the Board. While the Nomination and Corporate Governance Committee and the Board consider diversity of skills and experience as part of several factors they consider in identifying qualified director candidates, neither the Board nor the Nomination and Corporate Governance Committee has a formal diversity policy. As part of the nominee selection process for the Annual Meeting, the Nomination and Governance Committee reviewed the skills and experience of the Board, including the knowledge, skills and expertise set forth on the next page. Based upon this review, the Nomination and Governance Committee, believes that the overall mix of the backgrounds of the nominees for election at the Annual Meeting provides for a highly qualified Board. Here are the skills and qualifications that our Board values and considers particularly important for advancing our strategic objectives.

  11. Director Skills Matrix

    Director Skills Matrix

  12. Director Skills Matrix

    | Skills | | Description | Directors | | | M&A / Business Development | Experience with successfully leading growth through acquisitions and other business development transactions or corporate strategy and strategic planning with initiatives aimed at growth | | | | Global Business | Experience managing a business with substantial global operations, including Asia | | | | Risk Management | Experience in governmental, public policy, legal or risk management areas, including cybersecurity | | | | Human Capital Management | Experience in talent development and succession planning, along with a practical understanding of organizations, processes, workforce planning, and talent risk management | | | | Corporate Compliance / Governance | Experience serving as a member of the internal function responsible for managing a public company’s corporate compliance and/or corporate governance or as the Chair of a public company’s corporate governance committee | | | | Finance and Accounting | Experience in financial reporting and disclosures, accounting, corporate finance, or P&L responsibility | | | | Technology / Innovation | Experience in a senior management position with oversight for technology or innovation at a company within the semiconductor value chain | | | | Manufacturing and Supply Chain | Experience directly managing an organization or business function responsible for the manufacturing and/or supply of physical goods | | | | Sales and Marketing | Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance global reputation | | | | Public Company CEO / CFO | Experience serving as a current or former CEO or CFO of a public company | |

  13. Director Skills Matrix

    | 12 | |

  14. Director Biographies

    Director Biographies The biographies below summarize director qualifications, including the key skill sets, each director brings to the Board, to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement. Each nominee has consented to serve if elected.

  15. Class I Director Nominees

    Class I Director Nominees

  16. Class I Director Nominees

    | Karin De Bondt SVP and Chief Strategy Officer, Trane Technologies plc | | | | | | Age: 56 Committee Membership: Audit Other Current Public Company Boards: None Biography Karin De Bondt has served as the senior vice president and chief strategy officer for Trane Technologies since January 2024, leading the company's enterprise strategy and mergers and acquisitions to drive growth and profitability. Ms. De Bondt has held various senior leadership roles since joining Trane Technologies in 2013, including president of Thermo King Americas and leading the HVAC and transport business in Latin America and transport solutions for Europe, Russia, Middle East and Africa. Previously, she served as senior vice president of global business development at DHL. With over 20 years of global business leadership experience, she excels in addressing complex challenges, building customer-focused teams, and driving innovation, alignment, and strategic growth through financial discipline. Ms. De Bondt is a member of the Executive Committee of Manufacturers Alliance. Ms. De Bondt was appointed to our board in November 2025. Ms. De Bondt holds a master’s degree in economics from the Catholic University of Leuven and a diplome d’administration des entreprises from Université de Louvain-la-Neuve, Belgium. Qualifications We believe Ms. De Bondt’s experience in business and operational management, complex international markets, global strategy and corporate development are an asset to our board and make her well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Global Business | | Sales and Marketing | | | | | | | | | | Finance and Accounting | | M&A / Business Development | | | | | | | |

  17. Class I Director Nominees

    | Byron Green Former VP Global Operations, L3Harris Technologies | | | | | | Age: 62 Committee Membership: People and Compensation Other Current Public Company Boards: None Biography Byron Green served as vice president of Global Operations for L3Harris Technologies, Inc., a global aerospace and defense technology company, from July 2019 to February 2025. Previously, Mr. Green was the vice president of Manufacturing for North America at Whirlpool Corporation from 2017 to 2019. Prior to joining Whirlpool, Mr. Green held various roles at Fiat Chrysler Automobiles for almost 20 years, ultimately leading the North American vehicle assembly operations. Mr. Green was appointed to our board in November 2025. Mr. Green earned his B.S. in electrical engineering from Kettering University and his M.S. in engineering management (controls systems) from University of Detroit Mercy. Qualifications We believe Mr. Green’s executive experience in global operations and manufacturing makes him well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Risk Management | | Human Capital Management | | | | Manufacturing and Supply Chain | | M&A / Business Development | |

  18. Class I Director Nominees

    | 2026 Proxy Statement | 13 |

  19. Class I Director Nominees

    | Jon Kemp Chief Executive Officer and Director, Qnity | | | | | | Age: 50 Committee Membership: None Other Current Public Company Boards: None Biography Jon Kemp was appointed as our chief executive officer in connection with the Spin-Off and previously served as the president of the Electronics and Industrial segment within DuPont since August 2019. Mr. Kemp has been a member of the Semiconductor Equipment and Materials International board of directors since 2016. Previously, he served as head of strategy for the Specialty Products Division of DowDuPont from October 2017 to June 2019. Mr. Kemp served as the president of DuPont Electronics and Communications from 2015 through 2017. Prior to that, Mr. Kemp held various roles at E. I. du Pont de Nemours and Company. Prior to joining E. I. du Pont de Nemours and Company, he was an economist and business development manager for the Utah Department of Community and Economic Development. Mr. Kemp was appointed to our board in November 2025. Mr. Kemp earned his B.A. in economics from the University of Utah and his M.B.A. from the Darden School of Business at the University of Virginia. Qualifications As our chief executive officer and with many years of experience leading organizations, Mr. Kemp has extensive knowledge of the industry and is uniquely qualified to understand the opportunities and challenges facing our business. | | | | | | Key Skills | | | | | | | Global Business | | Manufacturing and Supply Chain, | | | | Public Company CEO / CFO | | Sales and Marketing | | | | Technology / Innovation | | M&A / Business Development | |

  20. Class I Director Nominees

    | 14 | |

  21. Class II Directors

    Class II Directors

  22. Class II Directors

    | Terrence R. Curtin CEO, TE Connectivity | | | | | | Age: 57 Committee Membership: Audit Other Current Public Company Boards: 1 Biography Terrence R. Curtin has served as the chief executive officer at TE Connectivity plc (“TE”), a global technology leader in connectivity and sensor solutions, since March 2017. Prior to serving as chief executive officer, Mr. Curtin served as TE’s President, where he was responsible for all of TE’s businesses and mergers and acquisitions activities. Mr. Curtin also previously led TE’s Industrial Solutions business segment and also served as TE’s chief financial officer. Prior to his time with TE, Mr. Curtin occupied positions of increasing responsibility for eleven years at Arthur Andersen LLP. Mr. Curtin has served on the board of directors of TE since March 2016 and served on the board of directors of DuPont de Nemours, Inc. from June 2019 to October 2025. Mr. Curtin was appointed to our board in November 2025. He is also a member of the board of directors of the US-China Business Council. Mr. Curtin earned his B.A. in accounting and finance from Albright College. Qualifications We believe Mr. Curtin’s extensive leadership experience and relevant industry expertise makes him well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Global Business | | Public Company CEO/CFO | | | | Risk Management | | Finance and Accounting | |

  23. Class II Directors

    | Kristina M. Johnson Managing Director, Catalyzer Ventures | | | | | | Age: 68 Committee Membership: People and Compensation Other Current Public Company Boards: 3 Biography Dr. Kristina M. Johnson currently serves as Managing Director at Catalyzer Ventures and as the chief executive officer of Johnson Energy Holdings, LLC since May 2023. Prior to that, Dr. Johnson served as the president of The Ohio State University from September 2020 to May 2023. Previously, Dr. Johnson served as the chancellor of the State University of New York from September 2017 to August 2020. From January 2014 to September 2017, Dr. Johnson served as the chief executive officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between Enduring Hydro, a company she founded in January 2011 and I Squared Capital, a private equity firm. From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S. Department of Energy. Prior to this, Dr. Johnson was provost and senior vice president for academic affairs at The Johns Hopkins University from 2007 to 2009 and dean of the Pratt School of Engineering at Duke University from 1999 to 2007. Previously, she served as a professor in the Electrical and Computer Engineering Department, University of Colorado and as director of the National Science Foundation Engineering Research Center for Optoelectronics Computing Systems at the University of Colorado, Boulder. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015. She is also a member of the National Academy of Engineering and the National Academy of Inventors and a 2025 recipient of the National Medal of Technology and Innovation. Dr. Johnson has served as a director of Cisco Systems, Inc. since 2012, Minerals Technologies Inc. since 2024 and Infleqtion, Inc. since 2026. She previously served as a director of Boston Scientific Corporation from 2011 until 2017, The AES Corporation from 2011 until 2019 and DuPont de Nemours, Inc. from 2022 until 2025. Dr. Johnson was appointed to our board in November 2025. Dr. Johnson earned her B.S., M.S. and Ph.D. in electrical engineering from Stanford University. Qualifications We believe Dr. Johnson’s expertise in business innovation strategy as well as her extensive experience in the technology industry make her well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Risk Management | | Technology / Innovation | | | | Corporate Compliance / Governance | | Human Capital Management | |

  24. Class II Directors

    | 2026 Proxy Statement | 15 |

  25. Class II Directors

    | Yi Hyon Paik Former President and Chief Strategy Officer of Samsung SDI Company | | | | | | Age: 70 Committee Membership: Nomination and Governance Other Current Public Company Boards: 1 Biography Yi Hyon Paik served as president and chief strategy officer of Samsung SDI Company, a publicly listed South Korean producer of lithium-ion batteries and electric materials, from 2014 to 2016. Prior to that, he was the executive vice president and head of the Electronic Materials Business at Samsung Cheil Industries from 2010 to 2013. From 2009 to 2010, Dr. Paik worked at the Dow Chemical Company as its business group vice president and head of Electronic Materials Business. Before Dow Chemical Company, he served at Rohm and Haas as business group vice president and president of the Electronic Materials Business. Dr. Paik has served on the board of directors of Orion S.A. since 2020, on the advisory board of directors of RecycLiCo Battery Materials Inc. since 2023 and on the board of directors of Asia-IO Partners International Pte. Ltd. since 2023. Dr. Paik previously served on the board of directors for Versum Materials, Inc. from 2016 until its acquisition by Merck in 2019. Dr. Paik was appointed to our board in November 2025. Dr. Paik earned a B.A. and Master in Chemistry from Seoul National University, a Ph.D. in Chemistry at the University of Pittsburgh and a Postdoctoral Fellow at Columbia University. Qualifications We believe Dr. Paik’s expertise in the electronics and materials industry and his global business experience makes him well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Global Business | | Technology / Innovation | | | | Corporate Compliance / Governance | | Sales and Marketing | |

  26. Class II Directors

    | 16 | |

  27. Class III Directors

    Class III Directors

  28. Class III Directors

    | Shumeet Banerji Former President Worldwide Commercial Business, Booz Allen Hamilton and Former CEO, Booz & Company | | | | | | Age: 66 Committee Membership: Nomination and Governance Other Current Public Company Boards: 1 Biography Dr. Shumeet Banerji has served as founder and partner of Condorcet, LP, an advisory and investment firm focused on early and development stage technology companies, since 2013, and chief executive officer of Booz & Company from 2008 to 2012. Dr. Banerji currently serves as a director of Reliance Industries Limited and several of its major subsidiaries, including Jio Platforms Limited, Reliance Retail Ventures Limited, and Felix Pharmaceuticals Pvt Ltd. He previously served on the boards of Hewlett Packard Company, and HP, Inc. from 2011 to 2024. Dr. Banerji was appointed to our board in November 2025. Dr. Banerji earned his B.A. in economics from St. Stephen’s College, Delhi, his M.B.A. from Delhi University and his Ph.D. in business from the Kellogg School of Management, Northwestern University. Qualifications We believe Dr. Banerji’s expertise in executive management and global business experience make him well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Global Business | | Corporate Compliance / Governance | | | | Risk Management | | Human Capital Management | |

  29. Class III Directors

    | Mark A. Blinn Chair of the Board Former CEO and CFO, Flowserve Corporation | | | | | | Age: 64 Committee Membership: Nomination and Governance (Chair) Other Current Public Company Boards: 3 Biography Mark A. Blinn served at Flowserve Corporation as chief executive officer and president, from 2009 to 2017 and as chief financial officer from 2004 to 2009. Prior to that, Mr. Blinn held senior finance positions at several companies, including FedEx Kinko’s Office and Print Services, Inc. and Centex Corporation. Mr. Blinn has served as a director at Texas Instruments Incorporated since 2013, Emerson Electric Co. since 2019 and Globe Life Inc. since 2021, and formerly served as a director at Leggett & Platt, Incorporated from 2019 to 2025, and Kraton Corporation from 2017 to 2021. Mr. Blinn is the sole member of BlinnPeak LLC. Mr. Blinn was appointed as Chair of our board in November 2025. Mr. Blinn earned a B.S., M.B.A. and J.D. from Southern Methodist University. Qualifications We believe Mr. Blinn’s extensive leadership and executive management experience make him well-qualified to serve as a director and as our Board Chair. | | | | | | Key Skills | | | | | | | Global Business | | Public Company CEO/CFO | | | | Corporate Compliance / Governance | | M&A / Business Development | |

  30. Class III Directors

    | 2026 Proxy Statement | 17 |

  31. Class III Directors

    | Anne Noonan Former President and CEO, Summit Materials | | | | | | Age: 62 Committee Membership: People and Compensation (Chair) Other Current Public Company Boards: 1 Biography Anne Noonan served as president and chief executive officer of Summit Materials, Inc. from 2020 to 2025. Previously, she served as president and chief executive officer of OMNOVA Solutions, Inc. (“OMN”) from 2016 to 2020, and as president of the Performance Chemicals business segment of OMN from 2014 to 2016. Prior to that, Ms. Noonan spent 27 years at Chemtura Corporation, a global manufacturer of specialty chemicals. Ms. Noonan serves on the board of CF Industries. Ms. Noonan was appointed to our board in November 2025. Ms. Noonan earned her B.S. Honors degree in chemistry and her M.S. in organometallic chemistry from University College Dublin, Ireland. Qualifications We believe Ms. Noonan’s extensive leadership and executive management experience makes her well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Public Company CEO/CFO | | Human Capital Management | | | | Sales and Marketing | | M&A / Business Development | |

  32. Class III Directors

    | Steven M. Sterin Consultant, Amber Energy | | | | | | Age: 54 Committee Membership: Audit (Chair) Other Current Public Company Boards: 1 Biography Steven M. Sterin has served as a Consultant to Amber Energy since February 2026 and previously served as a senior advisor to McKinsey & Company from April 2023 to February 2026 and June 2019 to August 2021. Mr. Sterin was the co-founder and president of G&S Energy Holdings, LLC, a private company, from its inception in August 2021. Mr. Sterin served as executive vice president and chief financial officer of Andeavor from 2014 until the merger of Andeavor with Marathon Petroleum Company in October 2018. He also served as president, chief financial officer and board member for Andeavor Logistics GP, LLC from 2014 to 2018. From 2007 to 2014, Mr. Sterin was the senior vice president and chief financial officer of Celanese Corporation, a global technology and specialty material company. He previously served as corporate controller and principal accounting officer of Celanese. Mr. Sterin also spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including director of tax and treasury in the Netherlands, global treasurer and vice president of finance. Mr. Sterin’s career started with PricewaterhouseCoopers. Mr. Sterin has served on the board of directors of Kosmos Energy since July 2019. Mr. Sterin previously served on the DuPont board of directors from June 2019 to October 2025 and was appointed to our Board in October 2025. Mr. Sterin earned his B.B.A. and M.P.A. in accounting from the University of Texas at Austin. Qualifications We believe Mr. Sterin’s experience as chief financial officer at large public companies, as well as his vast industry experience and experience with information technology and cyber security services make him well-qualified to serve as a director. | | | | | | Key Skills | | | | | | | Risk Management | | Finance and Accounting | | | | Public Company CEO/CFO | | Sales and Marketing | |

  33. Class III Directors

    | 18 | |

  34. Director Compensation

    Director Compensation We compare our non-employee director compensation program design and compensation elements to the same peer group used for executive compensation, as described in the “Use of Compensation Peer Group and Industry Data” section of the Compensation Discussion & Analysis. We target the median compensation of the peer group for all director compensation elements. The following tables provide information concerning the compensation provided to our non-employee directors in 2025. Directors who are our employees do not receive compensation for service as a director; for a description of compensation paid to Mr. Kemp, our Chief Executive Officer, see the Compensation Discussion & Analysis and Executive Compensation sections in this Proxy Statement.

  35. Director Compensation

    | 28 | |

  36. Non-Employee Directors’ Fees

    | Compensation Element | | ($) | | Annual Cash Retainer(1) | | 130,000 | | Annual Equity Retainer(2) | | 190,000 | | Total Retainer Value | | 320,000 | | Annual Committee Chair Cash Fees(1) | Audit | 35,000 | | | Compensation | 25,000 | | | All Other Committees | 20,000 | | Annual Non-Executive Chair Cash Fee(1) | | 150,000 |

  37. Non-Employee Directors’ Fees

    (1)Cash Compensation is paid quarterly and began to accrue as of the date of the Spin-Off. (2)As noted below, on December 3, 2025, all Qnity Directors received a one-time "Founders Grant" of 1,000 restricted stock units, and Qnity Directors who did not serve on the DuPont Board prior to Spin-Off received an equity retainer in the form of restricted stock units covering shares with a value of $270,000 (see "Cash and Equity Retainers" below). Cash and Equity Retainers On December 3, 2025, an equity retainer in the amount of $270,000 was granted to Qnity Directors who did not serve on the DuPont Board prior to Spin-)ff, and all Qnity Directors received a one-time “Founders Grant” award of 1,000 shares. Both the equity retainers and Founders Grants will vest six months from the date of grant. The annual cash retainer for non-employee directors is paid in quarterly installments. For new non-employee directors who are initially appointed to the Board on a date other than the date of the annual meeting, the cash retainer is pro-rated beginning with the month the director attends their first Board meeting. The annual equity retainer for non-employee directors will be awarded on the date of our annual meeting.

  38. Director Compensation for 2025

    Director Compensation for 2025

  39. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($) | Total ($) | | Shumeet Banerji | 21,667 | 350,342 | — | 372,009 | | Mark A. Blinn | 50,000 | 350,342 | — | 400,342 | | Terrence R. Curtin | 21,667 | 80,280 | — | 101,947 | | Karin De Bondt | 21,667 | 350,342 | — | 372,009 | | Byron Green | 21,667 | 350,342 | — | 372,009 | | Kristina M. Johnson | 21,667 | 80,280 | — | 101,947 | | Anne Noonan | 25,833 | 350,342 | — | 376,175 | | Yi Hyon Paik | 21,667 | 350,342 | — | 372,009 | | Steven M. Sterin | 27,500 | 80,280 | — | 107,780 |

  40. Director Compensation for 2025

    (a)In addition to the annual retainer, the amount in this column includes Non-Executive Chair and Committee Chair fees. Directors may elect to defer all or a portion of their cash fees into stock units as more fully described below under "Non-Employee Directors' Deferred Compensation Plan"; Messrs. Curtin and Green elected to defer their cash fees in 2025. (b)Reflects the aggregate grant date fair value of the restricted stock units awarded to our directors for their service in 2025 computed in accordance with Financial Accounting Standards Board Accounting Codification Topic 718, Compensation - Stock Compensation (ASC 718), using the assumptions discussed in Note 19 of the consolidated financial statements included in our Annual Report on For 10-K for the year ended December 31, 2025. Represents (I) the grant date fair value of the Founders Grant granted on December 3, 2025, which is based on $80.28 per share for a total value of $80,280 for all non-employee directors and

  41. Director Compensation for 2025

    | 2026 Proxy Statement | 29 |

  42. Director Compensation for 2025

    (II) the full grant date fair value of restricted stock units granted to Messrs. Blinn, Banerji, Green and Paik, Ms. De Bondt and Ms. Noonan on December 3, 2025, based on $80.28 per share for a total value of $270,062, in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Messrs. Blinn, Curtin, Green and Paik and Ms. Johnson and Ms. Noonan elected to defer their stock awards in 2025. Outstanding restricted stock unit awards, including deferred awards, held by our non-employee directors, which includes Qnity units associated with the Shareholder Distribution Ratio adjustment at Spin-Off (see Treatment of DuPont Long-Term Incentive Awards at the Spin-Off - Approved by the Dupont Committee) as of December 31, 2025, are noted below:

  43. Director Compensation for 2025

    | Name | Outstanding Stock Awards at December 31, 2025 | | Mark A. Blinn | 4,364 | | Shumeet Banerji | 4,364 | | Terrence R. Curtin | 20,176 | | Karin De Bondt | 4,364 | | Byron Green | 4,364 | | Kristina M. Johnson | 6,206 | | Anne Noonan | 4,364 | | Yi Hyon Paik | 4,364 | | Steven M. Sterin | 11,320 |

  44. After Spin-Off – Qnity Core Principles

    | Reinforce pay for performance | | by maintaining a majority of total compensation “at risk” with an enhanced emphasis on long-term equity based compensation. | | Strengthen alignment with stockholder interests | | through use of performance-based equity and metrics tied to long-term value creation. | | Ensure market competitiveness | | by benchmarking compensation levels and program design against relevant industry and peer companies to support talent attraction and retention. |

  45. 2026 Components of Qnity Executive Compensation Program

    | | Element | Purpose | Features | | | | | Base Salary | •Reflects an executive’s role, scope / impact, and capability. •Provides a reliable source of income. | Fixed cash compensation | | | | | Annual Incentive | •Rewards financial and operational goal achievement. •Provides opportunity to differentiate payouts based on individual performance. | Cash Incentive 2026 Design: Qnity’s annual incentive plan is focused on delivering enterprise results and advancing our strategic priorities. | | | | | | | 40% | Organic Sales | Reinforce the importance of achieving top‑line growth coupled with strong execution and operational discipline. | | | | | 40% | Adjusted Operating EBITDA | | | | | | 20% | Culture and Transformation | Reinforce the importance of driving the organizational capabilities and behaviors necessary to support our long‑term growth as a newly independent company. | | | Long-term Incentives (LTI) | •Drives long‑term financial and strategic performance. •Supports the retention of key executives. •Reinforces alignment with stockholder interests. | Equity Vehicles 2026 Design: Qnity’s equity-based compensation is majority performance-based delivered in a mix of PSUs and RSUs. | | | | | | | 60% | PSUs Payouts to be based on achievement of Relative TSR and Adjusted Operating EBITDA goals over three years. | Reflect our focus on long‑term enterprise value creation and reinforce a direct link between executive compensation and stockholder outcomes. | | | | | 40% | RSUs Vest ratably over three years. | Support executive retention and ownership. | | Benefits and Perquisites | | •Competitive benefit programs offered to attract executive talent and support the health and well-being of employees and their families. | Executives are offered the same programs as other salaried employees with minimal perquisites. | | |

  46. Executive Compensation Governance Best Practices

    | What We Don’t Do | | | | Provide single-trigger change in control agreements or excise tax gross ups | | | Grant options below market value, extend original option terms, reprice, reload or exchange underwater options without stockholder approval | | | Permit hedging or pledging of the Company’s securities | | | Include a liberal share counting provision in our equity plan | | | Guaranteed annual salary increases or bonuses | | | Provide minimum payouts under the Long-Term Incentive Plan | | | Provide uncapped short and long-term incentive payouts | | | Provide excessive perks |

  47. Overview of 2025 Program Elements

    Overview of 2025 Program Elements This section describes the elements of DuPont’s executive compensations programs in effect prior to the Spin-Off, how DuPont determined the size of each element and the rationale for providing each element. Prior to the Spin-Off in 2025, Qnity’s NEO compensation elements were determined by DuPont and consisted of: •Base Salary: Fixed cash compensation •Short-Term Incentive Program: Cash incentive tied to annual achievement of financial goals •Long-Term Incentives: Restricted stock units (RSUs) The expected Spin-Off of Qnity was an important consideration in the compensation decisions made by DuPont throughout 2025. Following the Spin-Off, the Qnity Committee conducted a comprehensive review of the Company’s executive compensation programs and implemented changes to better align them with Qnity’s compensation philosophy—designed to attract, retain, motivate, and reward the talent required to drive Qnity’s growth as an independent company.

  48. Compensation Consultant

    Compensation Consultant In connection with and after the Spin-Off, the Qnity Committee retained Exequity as its independent compensation consultant on executive and director compensation. Exequity reports directly to the Committee and does not provide services to Qnity other than those provided to the Committee. Exequity’s responsibilities included: •Advising the Committee on trends and issues in executive compensation. •Reviewing and advising on the constituents of Qnity's peer group (as described further below in "Use of Compensation Peer Group and Industry Data"). •Consulting on the competitiveness of the compensation structure and levels of Qnity’s executive officers and non-employee directors. •Reviewing and advising on materials provided to the Qnity Committee for discussion and approval. •Participating in Qnity Committee meetings as requested, including executive sessions of the Qnity Committee when management is not present, and communicating with the Chair of the Qnity Committee between meetings. Exequity has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the Qnity Committee has determined that the compensation consultant’s work has not raised any conflicts of interest. The Qnity Committee has considered factors relevant to Exequity’s independence from management under SEC rules and has determined that Exequity is independent from management. Prior to the Spin-Off the DuPont Committee retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant on executive and director compensation matters. FW Cook reported directly to the DuPont Committee and did not provide services to us other than those provided to the DuPont Committee. FW Cook has multiple safeguards and procedures in place to maintain the independence of the consultants in their executive compensation consulting practice, and the DuPont Committee determined that the compensation consultant’s work did not raise any conflicts of interest and determined that FW Cook was independent from management.

  49. Compensation Consultant

    | 2026 Proxy Statement | 39 |

  50. Use of Compensation Peer Group and Industry Data

    Use of Compensation Peer Group and Industry Data

  51. Qnity Compensation Peer Group

    Qnity Compensation Peer Group Prior to the Spin-Off, the DuPont Committee developed a Qnity Peer Group to help set compensation levels for future Qnity executive officers. Following the Spin-Off, the Qnity Committee reviewed and validated the appropriateness of the Peer Group with input from its independent compensation consultant. The table below reflects the companies that comprise the peer group that was adopted by the Qnity Committee for market comparisons, benchmarking and setting executive compensation. The criteria used to determine the Qnity peer group were as follows: •Revenues (1/3 to 3 times our revenues at the time the peer group was identified) •Industry Companies operating in one of Qnity’s primary industries (Semiconductor Materials & Equipment, Electrical Components & Equipment) •Valuation Multiple

  52. Qnity Compensation Peer Group

    | Agilent Technologies, Inc. | Entegris, Inc. | Skyworks Solutions, Inc. | | AMETEK, Inc. | Keysight Technologies, Inc. | Teledyne Technologies, Inc. | | Avantor, Inc. | MKS Instruments, Inc. | Teradyne, Inc. | | Coherent Corp. | ON Semiconductor | Trimble Inc. | | Element Solutions Inc. | Qorvo, Inc. | Zebra Technologies Corp. |

  53. Qnity Compensation Peer Group

    | 40 | |

  54. Qnity Compensation Peer Group

    The Qnity Committee does not rely solely on data from the Peer Group in establishing the compensation for our executive officers. Furthermore, the Qnity Committee does not target a specific competitive position versus the market in determining the compensation of our executive officers. While the Qnity Committee considers the data from the Peer Group helpful in assessing our competitive position, the Qnity Committee refers to other resources, including published compensation data from other surveys. The compensation data of the Peer Group and such other resources are considered alongside the Company’s pay-for-performance and long-term value creation objectives in determining the compensation for our executive officers that best aligns management’s interests with those of our stockholders.

  55. 2025 Compensation Program Elements

    Short-Term Incentive Program This section describes the DuPont 2025 STIP design. The Qnity Committee has adopted a different annual incentive design for 2026 that is described in more detail above.

  56. DuPont 2025 STIP Design and Metrics

    DuPont 2025 STIP Design and Metrics The DuPont 2025 STIP was approved by the DuPont Committee in January 2025. In anticipation of the planned Spin-off of Qnity in the fourth quarter of 2025, the DuPont Committee approved the use of quarterly performance measurement periods. This design ensured that performance was assessed consistently throughout the year and enabled results to be appropriately adjusted to reflect the timing of the Spin-Off. The DuPont 2025 STIP included both a corporate performance and individual performance component. The individual performance component acted as a modifier whereby the corporate performance result could be modified within a 0-150% range, provided that overall performance could not exceed 200%.

  57. Performance Results

    | | Q11 | Q21 | Q31 | Q4 | Total Payout | | Quarterly Result | 101.6% | 94.5% | 115.1% | 137.6% | | | 25% Weighted Result | 25.4% | 23.6% | 28.8% | 34.4% | 112.2% |

  58. Q4 Qnity Organic Revenue Target and Result(1)

    | Threshold 50% payout | Q4 Target 100% Payout | Maximum 200% Payout | Q4 Actual | Q4 Payout | | | | | $1,188 | 137.6% |

  59. Final 2025 DuPont STIP Payout Amounts

    Final 2025 DuPont STIP Payout Amounts The Qnity Committee approved 2025 STIP awards for NEOs using an individual target basis prorated between the pre‑ and post‑Spin target values. The full‑year target basis was calculated using 10 months at the pre‑November 1 target and 2 months at the target effective November 1. Final payout factors were applied to 2025 STIP awards for NEOs as reflected below.

  60. Final 2025 DuPont STIP Payout Amounts

    | Executive | Pre-11/1 Target STIP ($) | 11/1 Effective Target STIP ($) | 2025 STIP Target Basis ($) | Payout Factor | IPF | Actual ($) | | Jon Kemp | $800,000 | $1,500,000 | $916,986 | 108.70% | 100% | $996,764 | | Matthew Harbaugh | $630,000 | $630,000 | $422,877 | 108.70% | 100% | $459,667 | | Chuck Xu | $285,000 | $468,750 | $315,709 | 108.70% | 100% | $343,176 | | Peter Hennessey | $225,000 | $350,000 | $245,890 | 108.70% | 100% | $267,282 | | Kathleen Fortebuono | $228,250 | $332,500 | $245,673 | 108.70% | 115% | $307,104 |

  61. Final 2025 DuPont STIP Payout Amounts

    2025 Long-Term Incentives This section describes the LTI awards granted by DuPont prior to the Spin-Off, as well as the treatment of any outstanding DuPont awards at the time of the Spin-Off. It then outlines the awards granted by Qnity in 2025 following the Spin-Off. LTI Awards Approved by DuPont Prior to Spin-Off: The DuPont Committee viewed equity-based compensation as a critical executive compensation program element. Prior to the Spin-Off, DuPont approved LTI awards for our NEOs (other than Mr. Harbaugh) in February 2025, taking into account the expanded scope of responsibilities assumed during the transition period leading up to the Spin-Off and supporting the retention of key Qnity executives. Given the timing of the planned Spin-Off, the DuPont Committee determined that RSUs were the most appropriate equity vehicle for the awards granted to our NEOs prior to Spin-Off. RSUs vest ratably over three years.

  62. Final 2025 DuPont STIP Payout Amounts

    | 2026 Proxy Statement | 43 |

  63. Final 2025 DuPont STIP Payout Amounts

    The table below details the 2025 LTI awards to NEOs prior to the Spin-Off on November 1.

  64. Final 2025 DuPont STIP Payout Amounts

    | Executive | Number of RSUs | | RSU Grant Value ($) | | Jon D. Kemp | | 61,237 | $5,000,000 | | Matthew Harbaugh1 | | 18,374 | $1,200,000 | | Chuck Xu | | 6,124 | $500,000 | | Peter Hennessey | | 5,512 | $450,000 | | Kathleen Fortebuono | | 5,512 | $450,000 |

  65. Final 2025 DuPont STIP Payout Amounts

    (1)Mr. Harbaugh’s reported value is a sign‑on award granted in connection with his hire in May 2025. The full award was forfeited upon his resignation in January 2026.

  66. Treatment of DuPont Long-Term Incentive Awards at the Spin-Off - Approved by the DuPont Committee

    Treatment of DuPont Long-Term Incentive Awards at the Spin-Off - Approved by the DuPont Committee DuPont stockholders were entitled to receive a distribution of Qnity common stock based on a stockholder distribution ratio approved by the DuPont Board. Because outstanding awards (unvested stock options and RSUs, as well as vested but unexercised stock options) held by DuPont employees were not eligible to receive the stockholder distribution, they were adjusted in a manner that preserved their value immediately preceding the Spin-Off, while also maintaining the original award terms and vesting schedules. Before the Spin-Off, the DuPont Committee approved the adjustment approach applicable to outstanding DuPont equity awards held by Qnity employees at the time of the Qnity distribution pursuant to the terms of the Employee Matters Agreement entered into by DuPont and Qnity on November 1, 2025. The DuPont Committee decided to use a hybrid adjustment approach (mix of “shareholder” and “employer” methods). •Shareholder Adjustment Method: Applied to DuPont RSUs held by Qnity NEOs and Qnity Non-Employee Directors that served on the DuPont Board immediately prior to the Spin-Off. Under the shareholder method, awards were converted into awards of each DuPont and Qnity, using the shareholder distribution ratio. Except as described below with respect to the DuPont PSUs, the original award terms and vesting schedules were maintained. ◦2023 and 2024 DuPont PSUs were converted to DuPont RSUs immediately prior to the distribution by applying the performance achievement factors determined by the DuPont Committee and then were further adjusted using the Shareholder Adjustment Method as described above. •Employer Adjustment Method: Applied to vested unexercised stock options held by Qnity NEOs. Under the employer method, options were converted into Qnity stock options of comparable value using an Adjustment Ratio determined by the DuPont Committee. Under applicable accounting guidance, the conversion of the DuPont stock options into Qnity stock options at the time of the Spin-Off resulted in a grant modification that caused incremental fair value determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification. The aggregate incremental fair value resulting from the conversion is included in the "Option Awards" column of the Summary Compensation Table and in the Grants of Plan Based Awards table. LTI Awards Approved by Qnity After the Spin-Off:

  67. TRANSFORMATION AWARDS

    The Transformation Awards were delivered 50% in PSUs and 50% in stock options. The stock options vest ratably over three years generally subject to continued service. The vesting of the PSUs are contingent upon Qnity’s three‑year relative total shareholder return (TSR) performance compared to an S&P 1500 Semiconductors and Semiconductor Equipment comparator group over the performance period from December 3, 2025 to December 2, 2028 as set forth in the table below, with values interpolated for performance between levels.

  68. TRANSFORMATION AWARDS

    | Relative TSR Percentile Rank vs Comparator Group | Payout Level | | <25th | 0% | | 25th | 50% | | 50th | 100% | | >80th | 200% |

  69. Severance

    Severance We do not have employment agreements with any of our NEOs. However, each of the NEOs participates in (or as applicable before their employment termination was eligible to participate in) our Qnity Senior Executive Severance Plan, as and for the reasons more fully described in "Potential Payments upon Termination or Change in Control" below.

  70. Equity Grant Process

    Equity Grant Process We expect to grant equity awards on an annual basis at approximately the same time every year and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. On November 1, 2025, concurrently with the completion of our Spin-Off, the Qnity Committee approved the grant, effective December 3, 2025, of the Transformation Awards, which, as discussed above, included PSUs and Stock Options. On December 9, 2025, which date was four business days after December 3, 2025, Sang Ho Kang ceased from serving in his role as President of our Semiconductor Technologies segment and we filed a Current Report on Form 8-K announcing his departure. In addition, on December 4, 2025, which date was one business day after December 3, 2025, we voluntarily filed a Current Report on Form 8-K to disclose the determination and agreement with DuPont of certain metrics under the Separation and Distribution Agreement, with DuPont, which information we did not consider to be material nonpublic information. Due to the timing of these 8-K events, as required by Item 402(x) of Regulation S-K, we are providing the following table setting forth certain information about the stock options granted as part of the Transformation Awards.

  71. Equity Grant Process

    | Name | Grant Date | Approval Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award(1) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(2) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(3) | | Jon Kemp | 12/3/2025 | 11/1/2025 | 166,022 | 80.28 | $6,000,035 | 1.3% | (1.7)% | | Matthew Harbaugh | 12/3/2025 | 11/1/2025 | 49,807 | 80.28 | $1,800,025 | 1.3% | (1.7)% | | Chuck Xu | 12/3/2025 | 11/1/2025 | 41,506 | 80.28 | $1,500,027 | 1.3% | (1.7)% | | Kathleen Fortebuono | 12/3/2025 | 11/1/2025 | 14,527 | 80.28 | $525,006 | 1.3% | (1.7)% | | Peter Hennessey | 12/3/2025 | 11/1/2025 | 25,941 | 80.28 | $937,508 | 1.3% | (1.7)% |

  72. Equity Grant Process

    (1)Amounts represent the grant date fair value of the award in accordance with the same standard applied for financial accounting purposes, ASC 718 using the assumptions discussed in Note 19 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Reflects the percentage change in the closing price per share of our common stock on December 9, 2025 (the trading day ending immediately prior to the filing of a Current Report on Form 8-K) of $85.09 and the closing price per share of our common stock on December 10, 2025 (the next trading day beginning immediately following Qnity’s filing of a Current Report on Form 8-K) of $86.20. (3)Reflects the percentage change in the closing price per share of our common stock on December 4, 2025 (the trading day ending immediately prior to the filing of a Current Report on Form 8-K) of $83.46 and the closing price per share of our common stock on December 5, 2025 (the next trading day beginning immediately following the filing of a Current Report on Form 8-K) of $82.04.

  73. Equity Grant Process

    | 2026 Proxy Statement | 47 |

  74. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the NEOs for the fiscal years indicated. Prior to November 1, 2025, such amounts were paid by DuPont. Beginning November 1, 2025, such amounts were paid by us.

  75. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | | Bonus ($) | | Stock Awards ($)(a) | | Option Awards ($)(a) | | Non-Equity Incentive Plan Compensation ($)(b) | | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(c) | | All Other Compensation ($)(c) | | Total ($) | | | Jon Kemp | | | | | | | | | | | | | | | | | | | Chief Executive Officer | 2025 | | 808,333 | | — | | 12,553,872 | | 6,111,400 | | 996,764 | | — | | 176,309 | | 20,646,678 | | | 2024 | | 650,000 | | — | | 1,775,219 | | — | | 733,200 | | 3,364 | | 89,177 | | 3,250,960 | | Matthew Harbaugh | | | | | | | | | | | | | | | | | | | Former Chief Financial Officer | 2025 | | 466,667 | | — | | 3,466,198 | | 1,800,025 | | 459,667 | | — | | 72,313 | | 6,264,870 | | | 2024 | | — | | — | | — | | — | | — | | — | | — | | — | | Chuck Xu | | | | | | | | | | | | | | | | | | | President, Interconnect Solutions | 2025 | | 496,185 | | — | | 2,388,518 | | 1,520,525 | | 343,176 | | — | | 76,673 | | 4,825,077 | | | 2024 | | 400,000 | | — | | 355,085 | | — | | 311,328 | | — | | 43,712 | | 1,110,125 | | Peter Hennessey | | | | | | | | | | | | | | | | | | | General Counsel | 2025 | | 441,667 | | — | | 1,630,350 | | 946,155 | | 267,283 | | — | | 56,030 | | 3,341,485 | | Kathleen Fortebuono | | | | | | | | | | | | | | | | | | | Chief People Officer | 2025 | | 422,500 | | — | | 1,111,053 | | 540,393 | | 307,103 | | — | | 75,849 | | 2,456,898 | | | 2024 | | 400,000 | | — | | 279,055 | | — | | 283,107 | | — | | 46,247 | | 1,008,409 |

  76. Summary Compensation Table

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. (a)Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes, FASB ASC Topic 718. As the PSUs granted to the NEOs in 2025 as part of the Transformation Awards that vest according to relative TSR are only subject to market conditions and a service period requirement as defined under ASC 718 and are not subject to performance conditions as defined under ASC 718, they have no maximum grant date fair values that differ from the fair values presented in the table. A discussion of the assumptions used in calculating these values can be found in Note 19 to the Consolidated Financial Statements in Qnity's Annual Report on Form 10-K for the year ended December 31, 2025. Additionally, amounts shown in the "Option Awards" column include the incremental fair value resulting from the conversion of DuPont options into Qnity options for the NEOs who held DuPont options. Pursuant to accounting guidance prescribed under ASC 718, the conversion resulted in a grant modification that caused incremental fair value determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification. The following table separates the grant date fair value of options granted during 2025 and the incremental fair value attributable to the conversion of stock awards at Spin-Off, both calculated in accordance with ASC 718, excluding the effect of estimated forfeitures.

  77. Summary Compensation Table

    | 2026 Proxy Statement | 49 |

  78. Summary Compensation Table

    | Name | Grant Date Fair Value of Option Awards Granted in December 2025 ($) | Incremental Fair Value of Option Awards at Spin-Off ($) | | Jon Kemp | 6,000,035 | 111,365 | | Chuck Xu | 1,500,027 | 20,498 | | Peter Hennessey | 937,508 | 8,647 | | Kathleen Fortebuono | 525,006 | 15,387 |

  79. Summary Compensation Table

    (b)Individual short-term incentive compensation results are detailed in the section entitled “Compensation Discussion and Analysis—Short-Term Incentive Compensation” and reflect income paid in 2026 for actual performance achieved in 2025. (c)All Other Compensation includes: perquisites and other personal benefits; and employer contributions to both qualified and non-qualified defined contribution plans, as applicable. The following table details these amounts:

  80. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits ($)(1) | | Contributions to Defined Contributions Plans ($) | | | Jon Kemp | | 9,500 | | 166,809 | | Matthew Harbaugh | | 30,313 | | 42,000 | | Chuck Xu | | — | | 76,673 | | Peter Hennessey | | — | | 56,030 | | Kathleen Fortebuono | | 10,000 | | 65,849 |

  81. Summary Compensation Table

    (1)The NEOs received the following perquisites and other personal benefits: (i).Mr. Kemp: Financial and tax planning. (ii).Mr. Harbaugh: Commute ($14,255) and temporary housing ($16,058) in the Wilmington, DE area. (iii).Ms. Fortebuono: Financial and tax planning.

  82. Summary Compensation Table

    | 50 | |

  83. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about DuPont’s and Qnity's plan-based compensation disclosed in the Summary Compensation Table. This table includes both equity and non-equity incentive plan awards. Equity awards granted prior to November 1, 2025 were granted pursuant to the DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, and equity awards granted on or after November 1, 2025 were granted pursuant to the Qnity Electronics Inc. Equity and Incentive Plan.

  84. Grants of Plan-Based Awards

    | Name | Grant Date | Date of Action by DuPont or Qnity Committee | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (a) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (b) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(c) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(d) | | | | | | Threshold ($) | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | | | | Jon Kemp | | | | | 916,986 | | 1,833,973 | | | | | | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | | | | 61,237 | | | | | 5,000,001 | | | 12/3/2025 | 11/1/2025 | | | | | | 37,370 | 74,739 | | 149,478 | | | | | | 7,553,871 | | | 12/3/2025 | 11/1/2025 | | | | | | | | | | | 166,022 | | 80.28 | | 6,000,035 | | | 11/1/2025(e) | | | | | | | | | | | | | | | | 111,365 | | Mathew Harbaugh | | | | | 422,877 | | 845,753 | | | | | | | | | | | | | 5/5/2025 | 4/28/2025 | | | | | | | | | | 18,374 | | | | | 1,200,006 | | | 12/3/2025 | 11/1/2025 | | | | | | 11,211 | 22,422 | | 44,844 | | | | | | 2,266,192 | | | 12/3/2025 | 11/1/2025 | | | | | | | | | | | 49,807 | | 80.28 | | 1,800,025 | | Chuck Xu | | | | | 315,709 | | 631,418 | | | | | | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | | | | 6,124 | | | | | 500,025 | | | 12/3/2025 | 11/1/2025 | | | | | | 9,343 | 18,685 | | 37,370 | | | | | | 1,888,493 | | | 12/3/2025 | 11/1/2025 | | | | | | | | | | | 41,506 | | 80.28 | | 1,500,027 | | | 11/1/2025(e) | | | | | | | | | | | | | | | | 20,498 | | Peter Hennessey | | | | | 245,890 | | 491,781 | | | | | | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | | | | 5,512 | | | | | 450,055 | | | 12/3/2025 | 11/1/2025 | | | | | | 5,839 | 11,678 | | 23,356 | | | | | | 1,180,295 | | | 12/3/2025 | 11/1/2025 | | | | | | | | | | | 25,941 | | 80.28 | | 937,508 | | | 11/1/2025(e) | | | | | | | | | | | | | | | | 8,647 | | Kathleen Fortebuono | | | | | 245,673 | | 491,345 | | | | | | | | | | | | | 2/21/2025 | 2/20/2025 | | | | | | | | | | 5,512 | | | | | 450,055 | | | 12/3/2025 | 11/1/2025 | | | | | | 3,270 | 6,540 | | 13,080 | | | | | | 660,998 | | | 12/3/2025 | 11/1/2025 | | | | | | | | | | | 14,527 | | 80.28 | | 525,006 | | | 11/1/2025(e) | | | | | | | | | | | | | | | | 15,387 |

  85. Grants of Plan-Based Awards

    (a)Reflects the possible payouts under the DuPont STIP. The amounts paid out are included in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. For additional information, see "Compensation Discussion and Analysis-Short-Term Incentive." (b)Reflects the PSU awards granted to the NEOs as part of the Transformation Awards described above in the section entitled "Compensation Discussion and Analysis - Long Term Incentive Compensation - LTI Awards Approved by Qnity After Spin-Off." Amounts reported in "Threshold" column assume that 50% of the target PSUs will vest and amounts reported in the "Maximum" column assume that 200% of the target PSUs will vest. (c)RSU awards are described above in the section entitled “Compensation Discussion and Analysis—Long-Term Incentive Compensation”. (d)Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table, ASC Topic 718. The values in this column also include the incremental fair value of adjusted equity awards as discussed in footnote (e) below. (e)Reflects the incremental fair value associated with the conversion of the NEO's outstanding option awards at Spin-Off, as described in footnote (a) of the Summary Compensation Table.

  86. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 51 |

  87. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity grants for each NEO as of December 31, 2025. The table includes outstanding equity grants from past years as well as the current year including awards denominated in DuPont common stock as a result of the spin-off in 2025.

  88. Outstanding Equity Awards

    | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | Name | Grant Date | Stock Ticker | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Share or Units of Stock That Have Not Vested ($)(b)(c) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | | Jon Kemp | 2/2/2017 | Q | | 8,042 | | — | | 102.40 | 2/1/2027 | | | | | | | | | | 2/15/2018 | Q | | 10,163 | | — | | 123.82 | 2/14/2028 | | | | | | | | | | 8/5/2019 | Q | | 42,432 | | — | | 78.83 | 8/4/2029 | | | | | | | | | | 2/19/2020 | Q | | 33,180 | | — | | 63.84 | 2/18/2030 | | | | | | | | | | 3/2/2021 | Q | | 27,241 | | — | | 87.09 | 3/1/2031 | | | | | | | | | | 2/23/2022 | Q | | 16,847 | | — | | 89.56 | 2/22/2032 | | | | | | | | | | 5/4/2023 | Q | | | | | | | | 1,919 | | 156,651 | | | | | | | 2/15/2024 | Q | | | | | | | | 12,773 | | 1,042,897 | | | | | | | 2/21/2025 | Q | | | | | | | | 31,155 | | 2,543,824 | | | | | | | 12/3/2025 | Q | | — | | 166,022 | | 80.28 | 12/2/2035 | | | | | | | | | | 12/3/2025 | Q | | | | | | | | | | | | 74,739 | | 6,102,439 | | | 5/4/2023 | DD | | | | | | | | 3,852 | | 154,851 | | | | | | | 2/15/2024 | DD | | | | | | | | 25,650 | | 1,031,141 | | | | | | | 2/21/2025 | DD | | | | | | | | 62,567 | | 2,515,207 | | | | | | Matthew Harbaugh | 5/5/2025 | Q | | | | | | | | 9,299 | | 759,249 | | | | | | | 12/3/2025 | Q | | | | 49,807 | | 80.28 | 12/2/2035 | | | | | | | | | | 12/3/2025 | Q | | | | | | | | | | | | 22,422 | | 1,830,756 | | | 5/5/2025 | DD | | | | | | | | 18,675 | | 750,720 | | | | | | Chuck Xu | 2/2/2017 | Q | | 3,854 | | — | | 102.40 | 2/1/2027 | | | | | | | | | | 2/15/2018 | Q | | 1,716 | | — | | 123.82 | 2/14/2028 | | | | | | | | | | 8/5/2019 | Q | | 14,144 | | — | | 78.83 | 8/4/2029 | | | | | | | | | | 2/19/2020 | Q | | 5,688 | | — | | 63.84 | 2/18/2030 | | | | | | | | | | 3/2/2021 | Q | | 3,120 | | — | | 87.09 | 3/1/2031 | | | | | | | | | | 2/23/2022 | Q | | 3,032 | | — | | 89.56 | 2/22/2032 | | | | | | | | | | 5/4/2023 | Q | | | | | | | | 318 | | 25,950 | | | | | | | 2/15/2024 | Q | | | | | | | | 2,442 | | 199,353 | | | | | | | 2/21/2025 | Q | | | | | | | | 3,116 | | 254,391 | | | | | | | 12/3/2025 | Q | | — | | 41,506 | | 80.28 | 12/2/2035 | | | | | | | | | | 12/3/2025 | Q | | | | | | | | | | | | 18,685 | | 1,525,630 | | | 5/4/2023 | DD | | | | | | | | 638 | | 25,659 | | | | | | | 2/15/2024 | DD | | | | | | | | 4,860 | | 195,382 | | | | | | | 2/21/2025 | DD | | | | | | | | 6,257 | | 251,533 | | | | |

  89. Outstanding Equity Awards

    | 52 | |

  90. Outstanding Equity Awards

    | | | | Option Awards | | | | | | | Stock Awards | | | | | | | | Name | Grant Date | Stock Ticker | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Share or Units of Stock That Have Not Vested ($)(b)(c) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | | Peter Hennessey | 3/2/2021 | Q | | 2,972 | | — | | 87.09 | 3/1/2031 | | | | | | | | | | 2/23/2022 | Q | | 1,925 | | — | | 89.56 | 2/22/2032 | | | | | | | | | | 5/4/2023 | Q | | | | | | | | 220 | | 17,975 | | | | | | | 2/15/2024 | Q | | | | | | | | 2,191 | | 178,883 | | | | | | | 2/21/2025 | Q | | | | | | | | 2,804 | | 228,968 | | | | | | | 12/3/2025 | Q | | — | | 25,941 | | 80.28 | 12/2/2035 | | | | | 11,678 | | 953,509 | | | 5/4/2023 | DD | | | | | | | | 441 | | 17,732 | | | | | | | 2/15/2024 | DD | | | | | | | | 4,399 | | 176,833 | | | | | | | 2/21/2025 | DD | | | | | | | | 5,632 | | 226,396 | | | | | | Kathleen Fortebuono | 8/5/2019 | Q | | 14,144 | | — | | 78.83 | 8/4/2029 | | | | | | | | | | 2/19/2020 | Q | | 3,792 | | — | | 63.84 | 2/18/2030 | | | | | | | | | | 3/2/2021 | Q | | 2,477 | | — | | 87.09 | 3/1/2031 | | | | | | | | | | 2/23/2022 | Q | | 2,648 | | — | | 89.56 | 2/22/2032 | | | | | | | | | | 5/4/2023 | Q | | | | | | | | 302 | | 24,669 | | | | | | | 6/12/2023 | Q | | | | | | | | 1,263 | | 103,134 | | | | | | | 2/15/2024 | Q | | | | | | | | 2,008 | | 163,973 | | | | | | | 2/21/2025 | Q | | | | | | | | 2,804 | | 228,968 | | | | | | | 12/3/2025 | Q | | — | | 14,527 | | 80.28 | 12/2/2035 | | | | | | | | | | 12/3/2025 | Q | | | | | | | | | | | | 6,540 | | 533,991 | | | 5/4/2023 | DD | | | | | | | | 606 | | 24,351 | | | | | | | 6/12/2023 | DD | | | | | | | | 2,536 | | 101,935 | | | | | | | 2/15/2024 | DD | | | | | | | | 4,032 | | 162,090 | | | | | | | 2/21/2025 | DD | | | | | | | | 5,632 | | 226,396 | | | | |

  91. Outstanding Equity Awards

    (a)Stock option award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. (b)RSU award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. (c)Market values are based on the December 31, 2025 closing stock price of $81.65 per share of Qnity common stock and $40.20 per share of DuPont common stock, as applicable. (d)PSUs granted December 3, 2025 are shown at the target level of performance. The total actual number of shares to be delivered will be determined at the end of the performance period.

  92. Outstanding Equity Awards

    | 2026 Proxy Statement | 53 |

  93. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received from DuPont stock grants vested during 2025.

  94. Option Exercises and Stock Vested

    | | Option Awards | | | | Stock Awards | | | | | Name(b) | Number of Shares Acquired on Exercise (#)(a) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#)(a) | | Value Realized on Vesting ($) | | | Jon Kemp | | 5,921 | | 35,518 | | 21,498 | | 1,719,959 | | Chuck Xu | | 4,500 | | 42,089 | | 4,258 | | 503,832 | | Peter Hennessey | | — | | — | | 2,655 | | 213,252 | | Kathleen Fortebuono | | — | | — | | 5,860 | | 440,668 |

  95. Option Exercises and Stock Vested

    (a)Reflects shares from the 2022 PSU grant that vested in 2025 for which performance conditions were satisfied on December 31, 2024 the 2022, 2023 and 2024 Annual RSU grants and 2023 PSU Annual grants that were converted to RSUs. In addition, Mr. Xu had shares delivered for payment of FICA and Medicare taxes on outstanding awards related to his eligibility for award treatment under 55/10, and Ms. Fortebuono had shares delivered under a 2023 special award grant. (b)Mr. Harbaugh had no exercise or vesting activity in 2025.

  96. Pension Benefits

    Pension Benefits During 2025, no NEOs participated in either a tax-qualified or non-qualified defined benefit plan sponsored by the Company.

  97. Pension Benefits

    | 54 | |

  98. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information on compensation the NEOs have elected to defer as described in the narrative that follows.

  99. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY ($)(a) | | Company Contributions in Last FY ($)(b) | | Aggregate Earnings in Last FY ($)(c) | | Aggregated Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(d) | | | Jon Kemp | RSRP | | 104,206 | | 121,309 | | 213,770 | — | | 1,699,417 | | | MDCP | | — | | — | | — | — | | — | | Matthew Harbaugh | RSRP | | 7,000 | | 1,750 | | — | — | | 8,750 | | | MDCP | | — | | — | | — | — | | — | | Chuck Xu | RSRP | | 32,116 | | 35,361 | | 55,360 | — | | 481,496 | | | MDCP | | 269,088 | | — | | 129,269 | — | | 1,303,945 | | Peter Hennessey | RSRP | | 26,262 | | 21,268 | | 27,176 | — | | 188,141 | | | MDCP | | — | | — | | — | — | | — | | Kathleen Fortebuono | RSRP | | 29,738 | | 27,544 | | 47,235 | — | | 340,024 | | | MDCP | | — | | — | | — | — | | — |

  100. Non-Qualified Deferred Compensation

    (a)Executive contributions are included in "Base Salary" and "Non-Equity Incentive Plan Compensation" columns for 2025 in the Summary Compensation Table. (b)Company contributions are included in All Other Compensation for 2025 in the Summary Compensation Table. (c)Amounts in this column are not reported as compensation for fiscal 2025 in the Summary Compensation Table since they do not reflect above-market for preferential earnings. (d)Balances include amounts transferred from DuPont Non-Qualified Compensation Programs. Of the totals in this column, the following amounts have been reported in the "Summary Compensation Table" for this year and for previous years.

  101. Non-Qualified Deferred Compensation

    | Name | 2025 | | Previous Years | | Total | | | Jon Kemp | | 225,515 | | 81,045 | | 306,560 | | Matthew Harbaugh | | 8,750 | | — | | 8,750 | | Chuck Xu | | 336,565 | | 143,948 | | 480,513 | | Peter Hennessey | | 47,530 | | — | | 47,530 | | Kathleen Fortebuono | | 57,282 | | 25,328 | | 82,610 |

  102. Qnity Non-Qualified Deferred Compensation Programs

    Qnity Non-Qualified Deferred Compensation Programs Qnity offers non-qualified deferred compensation programs under which eligible participants can voluntarily elect to defer some portion of base salary or annual cash incentive until a future date. Deferrals are credited to an account, and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the Qnity Retirement Savings Restoration Plan, as described below, there are no Qnity contributions or matches. The Qnity Retirement Savings Restoration Plan was adopted to restore Qnity contributions that would be lost due to Code limits on compensation that can be contributed under Qnity's tax-qualified savings plan. The following provides an overview of the various Qnity deferral options as of December 31, 2025.

  103. Outstanding LTI Awards

    Outstanding LTI Awards DuPont awards which converted to Qnity equity in connection with the Spin-Off are treated as follows:

  104. Outstanding LTI Awards

    | Nature of Termination | Stock Options | RSUs | | If the executive meets the age of 55 with 10 years of service requirement. | Continued vesting in accordance with the three-year vesting schedule. Vested options expire at the end of the original term for awards issued prior to 2021. For awards issued starting in 2021, vested options expire five years following termination or at the end of the original term, whichever is earlier. | Restrictions on the regular annual RSUs lapse on the original schedule for awards issued prior to 2024. For awards issued in 2024, a prorated portion of the award is automatically vested and paid out. Special or one-time RSU awards are forfeited. | | Voluntary Separation or Termination for Cause | All options are forfeited in the case of a termination for cause. In the case of a voluntary separation, options issued prior to 2021 as well as unvested options issued starting in 2021 are forfeited. Vested, unexercised options issued starting in 2021 expire three months following termination or at the end of the original term, whichever is earlier. | All RSUs are forfeited. | | Death | Options are fully vested and exercisable and expire one year following death or at the end of the original term, whichever is earlier. | All RSUs are automatically vested and paid out. | | Involuntary Termination due to Divestiture | Unvested options are automatically vested, prorated for the number of months of service completed during the vesting period and expire one year (five years in the case of executives who meet the age 55 with 10 years of service requirement) following termination or at the end of the original term, whichever is earlier. | To the extent not otherwise assumed, substituted or replaced with equivalent awards, RSUs are automatically vested, prorated for the number of full or partial months of service completed during the vesting period and paid out. | | Involuntary Termination without Cause | Options are fully vested and exercisable and expire one year (five years in the case of executives who meet the age 55 with 10 years of service requirement) following termination or at the end of the original term, whichever is earlier. | RSUs issued prior to 2024 are automatically vested and paid out. For RSUs issued in 2024, a prorated portion of the award is automatically vested and paid out. |

  105. Outstanding LTI Awards

    | 2026 Proxy Statement | 57 |

  106. Outstanding LTI Awards

    Qnity Transformation Awards are treated as follows:

  107. Outstanding LTI Awards

    | Nature of Termination | PSUs | Stock Options | | Voluntary Separation | All PSUs are forfeited. | Unvested options will be forfeited. Vested options will continue to be exercisable through the earlier of three months from termination date and expiration date. | | Termination for Cause | All PSUs are forfeited. | All unexercised options (vested and unvested) will be forfeited. | | Death | All Units will remain outstanding and eligible to vest at the end of the Performance Period, subject to achievement of Performance Metrics. | Unvested options will vest immediately. Vested options will continue to be exercisable through the earlier of twenty-four months from termination date and the Expiration Date. | | Involuntary Termination due to Divestiture | To the extent not assumed, substituted or replaced with equivalent awards (denominated in cash or stock of the acquirer) by the acquirer in connection with a divestiture, a number of Units equal to the Prorated Units will remain outstanding and eligible to vest at the end of the Performance Period, subject to achievement of Performance Metrics, if employment with the Company is terminated on the closing date of such a divestiture. | To the extent not assumed, substituted or replaced with equivalent awards (denominated in cash or stock of the acquirer) by the acquirer in connection with a divestiture, the Prorated Options will vest at the closing of the divestiture if employment with the Company is terminated on such closing date, and each other unvested Option will be forfeited. Vested Options will continue to be exercisable through the earlier of twenty-four months from termination date and the Expiration Date. | | Involuntary Termination without Cause | A number of Units equal to the Prorated Units will remain outstanding and eligible to vest at the end of the Performance Period, subject to achievement of Performance Metrics. | Prorated options will immediately vest and each other unvested Option will be forfeited. Vested Options will continue to be exercisable through the earlier of twenty-four months from termination date and the Expiration Date. |

  108. Outstanding LTI Awards

    | 58 | |

  109. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  110. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information is provided regarding the relationship between the “compensation actually paid” (CAP) to the NEOs during the preceding four fiscal years, and our total shareholder return (TSR) and Net Income and also Adjusted Operating EBITDA, which in our assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the first table below) used by us to link the CAP of the NEOs for 2025 to our performance. While Adjusted Operating EBITDA was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short- and long-term objectives aligned with our strategy and stockholder interests as further described in our CD&A above.

  111. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs(b) ($) | Average Compensation Actually Paid to Non-PEO NEOs(a),(b) ($) | Total Shareholder Return ($) | Peer Group(c) Total Shareholder Return ($) | Net Income (in Millions) ($) | Adjusted Operating EBITDA (In Millions)(d) ($) | | 2025 | 20,646,678 | 15,888,457 | 4,222,082 | 3,637,074 | 84.24 | 93.84 | 729 | 1,441 |

  112. Pay Versus Performance

    (a)To calculate CAP, the following amounts were respectively deducted from and added to the total of the compensation shown in the Summary Compensation Table (SCT) for the applicable year: PEO SCT Total to CAP Reconciliation:

  113. Pay Versus Performance

    | | | Deductions from SCT Total | | Additions to SCT Total | | | | Year | SCT Total ($) | Stock Award and Option Awards(1) ($) | Change in Pension Value ($) | Equity Value(2) ($) | Pension Value(2) ($) | CAP ($) | | 2025 | 20,646,678 | -18,665,272 | — | +13,907,051 | — | 15,888,457 |

  114. Pay Versus Performance Relationship

    Pay Versus Performance Relationship Qnity completed our Spin-Off and became an independent publicly traded company on November 1, 2025. We believe the compensation actually paid to our PEO and Non-PEOs in 2025 reflects our pay-for-performance philosophy. As described in the CD&A section, a significant portion of the annual target compensation of our NEOs is at risk and tied to established performance goals. As a newly independent company, the relationship between the financial measures shown above and compensation actually paid will continue to develop over time.

  115. Pay Versus Performance Relationship

    | 62 | |

  116. Pay Versus Performance Relationship

    As we became subject to SEC reporting requirements in September 2025, we are only required to provide disclosure for one year, which does not allow us to provide meaningful charts illustrating the relationship of CAP to our PEO and the average of CAP to our non-PEO NEOs with (i) our cumulative TSR, (ii) our net income, and (iii) Adjusted Operating EBITDA. As additional years are added to the table, we will be able to include charts illustrating this relationship. 2025 CAP for both our PEO and Non-PEO NEOs is lower than the Summary Compensation Table Totals. These differences reflect the stock price decline from Spin-Off to December 31, 2025. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  117. Future Director Nominees through Proxy Access

    Future Director Nominees through Proxy Access Under our Amended and Restated Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary at the address set forth above under “Future Stockholder Proposals”. For the 2027 Meeting, written notice must be received by the Office of the Corporate Secretary between the close of business on November 9, 2026, and the close of business on December 9, 2026. Such notices must comply with the procedural and content requirements of the Amended and Restated Bylaws. The full text of the Amended and Restated Bylaws is available at https://ir.qnityelectronics.com/corporate-governance/governance-documents.

  118. Future Director Nominees through Proxy Access

    | 70 | |