Ecovyst Inc.
For the period ended May 20, 2026. Filed Apr 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 15, 2026
Contents
Compensation Decision Making Process
Role of the Compensation Committee and Management
The Compensation Committee is responsible for overseeing Company compensation and benefit programs, assessing the adequacy of the Company’s compensation principles and philosophy, and administering the Company’s compensation, benefit and equity-based plans.
On an annual basis, the Compensation Committee reviews compensation for each of our NEOs in conjunction with performance evaluations, salary increase recommendations, determination of bonus pay outs and deliberations regarding long-term incentive grants. The Compensation Committee has conducted, and plans to continue to conduct, annual reviews of our executive compensation program to ensure its continued alignment with our compensation philosophy. The Compensation Committee will continue to make decisions taking into account good governance practices regarding compensation, including reliance on market data for the chemical and specialty chemical industries, and all other considerations described in this Compensation Discussion and Analysis.
None of the NEOs had any role in approving the compensation of the other NEOs. However, the Compensation Committee does consider the recommendations of our CEO in setting compensation levels for our NEOs other than himself. The Compensation Committee solely determined the compensation of our CEO with input from its independent compensation consultant.
Consideration of Say-on-Pay Results and Investor Views
On an annual basis, the Compensation Committee considers whether the Company’s executive compensation program is effectively aligned with the interests of the Company’s stockholders. At our 2025 Annual Meeting of Stockholders more than 97% of votes were cast in support of the compensation paid to our NEOs. This high level of support reaffirmed the Compensation Committee’s view that the Company’s executive compensation program continues to be appropriate.
| 2026 PROXY STATEMENT | 35 |
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Input from Independent Compensation Consultants
During 2025, the Compensation Committee continued to retain Willis Towers Watson (“WTW”) as its independent consultant on executive compensation matters. In this capacity, WTW attended Compensation Committee meetings, provided data and views on how the Company’s programs compared to peer company practices, advised on transaction-related compensation decisions, and advised on the design and operation of compensation programs and policies.
The Compensation Committee reviews consultant independence annually to understand any relationships with Ecovyst, including members of the Compensation Committee and our executive officers. The Committee assessed independence relative to the six factors in the NYSE listing standards and determined that WTW was independent and that their work in 2025 did not raise any conflicts of interest related to the Company.
Executive Compensation Philosophy
Our executive compensation philosophy is to provide compensation that:
| • | Aligns the interests of our NEOs with our stockholders’ interests by rewarding performance that is designed to create stockholder value; and |
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| • | Provides an amount and mix of total compensation for each of our NEOs that is market competitive. |
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We seek to implement our pay philosophy by providing a total compensation package that includes three main components: base salary, annual performance-based bonuses and long-term equity-based awards. The Compensation Committee takes into account individual performance and competitive market practice in determining the compensation package for each NEO. The peer group for making 2025 compensation decisions is described below.
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