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Pay Versus Performance Table

The following table shows (1) total compensation for our principal executive officers (“PEOs”) and, on average, our other NEOs, in each case as set forth in our Summary Compensation Table for each of the last five completed fiscal years; (2) for each such fiscal year, the Compensation Actually Paid (“CAP”) to our PEOs and, on average, our other named executive officers (as determined pursuant to SEC rules); (3) for each such fiscal year, our net income and our adjusted EBITDA; and (4) the cumulative total shareholder return (“TSR”) of (x) the Company and (y) the components of the S&P 1500 Specialty Chemicals Index (“Peer Group”), in each case for fiscal year 2020, fiscal years 2020-2021, fiscal years 2020-2022, fiscal years 2020-2023 and fiscal years 2020-2024.

2024 Pay Versus Performance Table
Year · Summary Compensation Table Total for First PEO(1) · Summary Compensation Table Total for Second PEO(1) · Compensation Actually Paid to First PEO(1)(3) · Compensation Actually Paid to Second PEO(1)(3) · Average Summary Compensation Table Total for non-PEO NEOs(2) · Average Compensation Actually Paid to non-PEO NEOs(2)(3) · Value of Initial Fixed $100 Investment Based on: · Net Income ($MM) · Adjusted EBITDA ($MM)(5)
Total Shareholder Return(4) · Peer Group Total Shareholder Return(4)
2024$14,368,498N/A$4,401,575N/A$3,479,959$1,603,421$125$126$(1,316)$1,140
2023$14,472,115N/A$(4,776,615)N/A$3,154,592$1,224,527$206$128$1,573$2,779
2022$11,118,156N/A$13,714,085N/A$2,964,307$3,084,017$306$112$2,474$3,403
2021$9,040,753N/A$20,335,113N/A$2,516,658$8,987,310$328$149$199.9$871.0
2020$4,939,369$3,828,474$9,726,632$5,585,398$2,891,776$7,130,736$205$116$446.6$819.0

(1)“First PEO” represents J. Kent Masters, Jr., who was appointed CEO on April 20, 2020. The “Second PEO” represents Luther C. Kissam, IV, who served as CEO until April 20, 2020

(2)The non-PEO NEOs for each applicable year are as follows:

a.2024: Neal R. Sheorey, Melissa H. Anderson, Netha N. Johnson, Jr., Eric W. Norris and Kristin M. Coleman.

b.2023: Neal R. Sheorey, Kristin M. Coleman, Netha N. Johnson, Jr., Eric W. Norris, Raphael G. Crawford, Sean O'Hollaren and Scott A. Tozier

c.2022: Scott A. Tozier, Kristin M. Coleman, Netha N. Johnson, Jr. and Eric W. Norris

d.2021: Scott A. Tozier, Netha N. Johnson, Jr., Karen G. Narwold and Eric W. Norris

e.2020: Scott A. Tozier, Raphael G. Crawford, Netha N. Johnson, Jr. and Eric W. Norris

(3)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance Table above. The following table details the applicable adjustments that were made to Summary Compensation Table totals to determine CAP after deducting the Summary Compensation Table values for the aggregate change in value of pension plans and the grant-date fair value of stock awards and option awards. The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned (relative TSR-based) PSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield and risk-free rate as of the measurement date.

Year · Pension · Equity Awards
Pension Service Cost · Year End Fair Value of Equity Awards Granted in the Year · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation · Total Equity Award Adjustments
First PEO
2024N/A$5,362,183$(4,341,122)$—$—$(607,097)$—$413,964
Non-PEO NEO Average
2024N/A$797,054$(629,979)$10,337$(196,199)$(106,033)$—$(124,820)

(4)These columns represent cumulative Company TSR and peer group TSR. TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, 2020-2023, and 2020-2024), assuming dividend reinvestment and the difference between the Company’s or the peer group’s, as applicable, share price at the end and the beginning of the measurement period by the Company’s or the peer group’s, as applicable, share price at the beginning of the measurement period. For this purpose, our peer group is S&P 1500 Specialty Chemical Index.

(5)"Net Income" represents the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.