Koppers Holdings Inc
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
KOP$29.33-2.1%Stored close · as of Nov 9, 2026
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Part IV
ART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
Financial statements filed as part of this report are included in Item 8 – Financial Statements and Supplementary Data as listed on the index on page 38.
(a) 2. Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts and Reserves is included on page 80. All other schedules are omitted, because they are not applicable or the required information is contained in the applicable financial statements or notes thereto.
(a) 3. Exhibits
EXHIBIT INDEX
| Exhibit No. | Exhibit | Incorporation by Reference |
| 3.1 | Amended and Restated Articles of Incorporation of the Company, as amended on August 3, 2023 | Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2023 (Commission File No. 001-32737). |
| 3.2 | Third Amended and Restated Bylaws of the Company, as amended on May 2, 2024 | Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2024 (Commission File No. 001-32737). |
| 4.1*** | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | |
| 10.1 | Asset Purchase Agreement by and between Koppers Inc. and Koppers Company, Inc., dated as of December 28, 1988 | Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994. (P) |
| 10.2 | Asset Purchase Agreement Guarantee provided by Beazer PLC, dated as of December 28, 1988 | Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994. (P) |
| 10.3* | Koppers Industries, Inc. Non-contributory Long Term Disability Plan for Salaried Employees | Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the offering of the 8 1 / 2 % Senior Notes due 2004. (P) |
| 10.4* | Koppers Industries, Inc. Survivor Benefit Plan | Respective exhibits to the Koppers Inc. Prospectus filed on February 7, 1994 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the offering of the 8 1 / 2 % Senior Notes due 2004. (P) |
| 10.5 | Amendment and Restatement to Article VII of the Asset Purchase Agreement by and between Koppers Inc. and Beazer East, Inc., dated July 15, 2004 | Exhibit 10.33 to the Koppers Inc. Quarterly Report on Form 10-Q filed on August 6, 2004 (Commission File No. 001-12716). |
| 10.6 | Agreement and Plan of Merger dated as of November 18, 2004, by and among Koppers Inc., Merger Sub for KI Inc. and Koppers Holdings Inc. (f/k/a KI Holdings Inc.) | Exhibit 10.34 to the Company’s Registration Statement on Form S-4 filed on February 14, 2005 (Registration No. 333-122810). |
| 10.7* | Koppers Holdings Inc. 2005 Long Term Incentive Plan, as Amended and Restated effective March 24, 2016 | Appendix A to the Company’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders filed on April 5, 2016 (Commission File No. 001-32737). |
| Exhibit No. | Exhibit | Incorporation by Reference |
|---|---|---|
| 10.8* | Koppers Holdings Inc. Benefit Restoration Plan | Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2007 (Commission File No. 001-32737). |
| 10.9* | Koppers Inc. Supplemental Executive Retirement Plan I | Exhibit 10.53 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 20, 2009 (Commission File No. 001-32737). |
| 10.10* | Koppers Inc. Supplemental Executive Retirement Plan II, as amended and restated | Exhibit 10.93 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2014 (Commission File No. 001-32737). |
| 10.11* | Amendment to Koppers Holdings Inc. Benefit Restoration Plan effective as of January 1, 2009 | Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 20, 2009 (Commission File No. 001-32737). |
| 10.12* | Notice of Grant of Stock Option | Exhibit 10.64 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 25, 2013 (Commission File No. 001-32737). |
| 10.13* | Koppers Annual Incentive Plan, as amended January 25, 2016 | Exhibit 10.97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 29, 2016 (Commission File No. 001-32737). |
| 10.14* | Notice of Grant of Stock Option | Exhibit 10.100 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 2, 2015 (Commission File No. 001-32737). |
| 10.15* | Koppers Holdings Inc. 2018 Long Term Incentive Plan | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2018 (Commission File No. 001-32737). |
| 10.16* | Form of Notice of Grant of Stock Option | Exhibit 10.123 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2018 (Commission File No. 001-32737). |
| 10.17* | Form of Restricted Stock Unit Issuance Agreement – Time Vesting | Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 (Commission File No. 001-32737). |
| 10.18* | Form of Restricted Stock Unit Issuance Agreement – Performance Vesting | Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 (Commission File No. 001-32737). |
| 10.19* | Form of Notice of Grant of Stock Option | Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 27, 2020 (Commission File No. 001-32737). |
| 10.20* | Koppers Holdings Inc. 2020 Long Term Incentive Plan | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2020 (Commission File No. 001-32737). |
| Exhibit No. | Exhibit | Incorporation by Reference |
| 10.21* | Form of Restricted Stock Unit Issuance Agreement – Time Vesting | Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737). |
| 10.22* | Form of Restricted Stock Unit Issuance Agreement – Performance Vesting | Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737). |
| 10.23* | Form of Notice of Grant of Stock Option | Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737). |
| 10.24* | Amendment to the Koppers Holdings Inc. Benefit Restoration Plan | Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 24, 2021 (Commission File No. 001-32737). |
| 10.25* | First Amendment to the Koppers Holdings Inc. 2020 Long Term Incentive Plan | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No. 001-32737). |
| 10.26* | Amended and Restated Koppers Holdings Inc. Employee Stock Purchase Plan | Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2021 (Commission File No. 001-32737). |
| 10.27* | Form of Change in Control Agreement entered into as of March 1, 2021 between Koppers Holdings Inc. and the named Executive | Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (Commission File No. 001-32737). |
| 10.28* | Koppers Holdings Inc. Director Deferred Compensation Plan | Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2021 (Commission File No. 001-32737). |
| 10.29* | Form of Restricted Stock Unit Issuance Agreement – Time Vesting | Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022 (Commission File No. 001-32737). |
| 10.30* | Form of Restricted Stock Unit Issuance Agreement – Performance Vesting | Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022 (Commission File No. 001-32737). |
| 10.31* | Form of Notice of Grant of Stock Option | Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022 (Commission File No. 001-32737). |
| 10.32 | Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C Issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 21, 2022 (Commission File No. 001-32737). |
| 10.33* | Koppers Holdings Inc. Director Deferred Compensation Plan, as amended and restated effective August 3, 2022 | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2022 (Commission File No. 001-32737). |
| Exhibit No. | Exhibit | Incorporation by Reference |
| 10.34* | Form of Restricted Stock Unit Issuance Agreement - Time Vesting | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 13, 2022 (Commission File No. 001-32737). |
| 10.35* | Form of Restricted Stock Unit Issuance Agreement - EBITDA Performance Vesting | Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 13, 2022 (Commission File No. 001-32737). |
| 10.36* | Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting | Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 13, 2022 (Commission File No. 001-32737). |
| 10.37* | Form of Restricted Stock Unit Issuance Agreement Non-Employee Director - Time Vesting | Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 27, 2023 (Commission File No. 001-32737). |
| 10.38 | Amendment No. 1, dated as of April 10, 2023, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 11, 2023 (Commission File No. 001-32737). |
| 10.39* | Amendment to the Koppers Holdings Inc. Benefit Restoration Plan, effective as of May 1, 2023 | Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023 (Commission File No. 001-32737). |
| 10.40* | Form of Restricted Stock Unit Issuance Agreement Non-Employee Director - Time Vesting | Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 3, 2023 (Commission File No. 001-32737). |
| 10.41 | Amendment No. 2, dated as of October 11, 2023, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 12, 2023 (Commission File No. 001-32737). |
| 10.42* | Form of Restricted Stock Unit Issuance Agreement - Time Vesting | Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737). |
| 10.43* | Form of Restricted Stock Unit Issuance Agreement - EBITDA Performance Vesting | Exhibit 10.44 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737). |
| 10.44* | Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting | Exhibit 10.45 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737). |
| Exhibit No. | Exhibit | Incorporation by Reference |
| 10.45* | Form of Restricted Stock Unit Issuance Agreement - Non-Employee Director - Time Vesting | Exhibit 10.46 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737). |
| 10.46 | Amendment No. 3, dated as of April 12, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 15, 2024 (Commission File No. 001-32737). |
| 10.47 | Amendment No. 4, dated as of April 22, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 8, 2024 (Commission File No. 001-32737). |
| 10.48 | Amendment No. 5, dated as of December 17, 2024, to the Credit Agreement, dated as of June 17, 2022, by and among Koppers Inc., as Borrower, Koppers Holdings Inc., as Holdings, the Lenders and L/C issuers party thereto, PNC Bank, National Association, as Revolving Administrative Agent, Collateral Agent and Swingline Loan Lender, and Wells Fargo Bank, National Association, as Term Administrative Agent | Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2024 (Commission File No. 001-32737). |
| 10.49* *** | Form of Restricted Stock Unit Issuance Agreement - Time Vesting | |
| 10.50* *** | Form of Restricted Stock Unit Issuance Agreement - EBITDA Performance Vesting | |
| 10.51* *** | Form of Restricted Stock Unit Issuance Agreement - TSR Performance Vesting | |
| 10.52* *** | Form of Restricted Stock Unit Issuance Agreement - Rollover - Time Vesting | |
| 10.53* *** | Form of Restricted Stock Unit Issuance Agreement - Rollover - TSR Performance Vesting | |
| 10.54* *** | Letter Agreement with Stephen G. Lucas | |
| 19*** | Insider Trading and Securities Compliance Policy | |
| 21*** | Subsidiaries of the Company. | |
| 23.1*** | Consent of Independent Registered Public Accounting Firm. | |
| 24*** | Powers of Attorney. | |
| 31.1*** | Certification of Chief Executive Officer pursuant to Rule 13a-14(a). |
| Exhibit No. | Exhibit | Incorporation by Reference |
| 31.2*** | Certification of Chief Financial Officer pursuant to Rule 13a-14(a). | |
| 32.1*** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350. | |
| 97 | Koppers Holdings Inc. Incentive-Based Compensation Recovery Policy | Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024 (Commission File No. 001-32737). |
| 101.INS*** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document | |
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Management Contract or Compensatory Plan.
*** Filed herewith.
(P) Paper exhibits
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.