Qnity Electronics, Inc.
For the period ended May 21, 2026. Filed Apr 8, 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 21, 2026 · Filed Apr 8, 2026
Contents
Pay Versus Performance
Executive Compensation
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.
| Value of Initial Fixed$100 Investment BasedOn: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Totalfor PEO($) | CompensationActually Paidto PEO($) | AverageSummaryCompensationTable Totalfor Non-PEONEOs(b)($) | AverageCompensationActually Paidto Non-PEONEOs(a),(b)($) | TotalShareholderReturn($) | PeerGroup(c)TotalShareholderReturn($) | Net Income(in Millions)($) | Adjusted Operating EBITDA (In Millions)(d) ($) |
| 2025 | 20,646,678 | 15,888,457 | 4,222,082 | 3,637,074 | 84.24 | 93.84 | 729 | 1,441 |
(a)To calculate CAP, the following amounts were respectively deducted from and added to the total of the compensation shown in the Summary Compensation Table (SCT) for the applicable year:
PEO SCT Total to CAP Reconciliation:
| Deductions from SCT Total · Additions to SCT Total | ||||||
|---|---|---|---|---|---|---|
| Year | SCT Total($) | Stock Award andOption Awards(1)($) | Change inPension Value($) | Equity Value(2)($) | Pension Value(2)($) | CAP($) |
| 2025 | 20,646,678 | -18,665,272 | — | +13,907,051 | — | 15,888,457 |
Non-PEO NEO SCT Total to CAP Reconciliation
(all amounts shown as averages for Non-PEO NEOs):
| Deductions from SCT Total · Additions to SCT Total | ||||||
|---|---|---|---|---|---|---|
| Year | SCT Total($) | Stock Awardand OptionAwards(1)($) | Change inPension Value($) | Equity Value(2)($) | Pension Value(2)($) | CAP($) |
| 2025 | 4,222,082 | -3,350,804 | — | +2,765,796 | — | 3,637,074 |
(1) Represents the grant date fair value of equity-based awards granted each year.
(2) The equity award and pension benefit adjustments for each applicable year were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the equity award adjustments for the PEO and Non-PEOs are provided in the tables below.
| 2026 Proxy Statement | 61 |
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Executive Compensation
PEO Equity Award Adjustments:
| Year | Year End Fair Valueof Awards Grantedin the Year($)(a) | Year over YearChange in FairValue ofOutstanding andUnvested Awards($)(b) | Year over YearChange in FairValue of AwardsGranted in PriorYears that Vestedin the Year($)(c) | Prior Year EndFair Value ofAwards Failing toMeet VestingConditions Duringthe Year($)(d) | Value of Dividends on Equity Awards($)(e) | Total EquityAwardAdjustments($) (a) + (b) + (c) - (d) + (e) |
|---|---|---|---|---|---|---|
| 2025 | 13,988,136 | (62,926) | (18,159) | — | — | 13,907,051 |
Non-PEO Equity Award Adjustments
(all amounts shown as averages for Non-PEO NEOs):
| Year | Year End Fair Valueof Awards Grantedin the Year($)(a) | Year over YearChange in FairValue ofOutstanding andUnvested Awards($)(b) | Year over YearChange in FairValue of AwardsGranted in PriorYears that Vestedin the Year($)(c) | Prior Year EndFair Value ofAwards Failing toMeet VestingConditions Duringthe Year($)(d) | Value of Dividends on Equity Awards($)(e) | Total EquityAwardAdjustments($) (a) + (b) + (c) - (d) + (e) |
|---|---|---|---|---|---|---|
| 2025 | 2,777,420 | (9,424) | (2,200) | — | — | 2,765,796 |
(b)The PEO reflected in the tables is Jon Kemp. The following table indicates the Non-PEO NEOs included in the average for the indicated year:
| Year | Matthew Harbaugh | Chuck Xu | Peter Hennessey | Kathleen Fortebuono |
| 2025 | NEO | NEO | NEO | NEO |
(c)Peer Group reflects the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (S&P Composite 1500 Semiconductors & Semiconductor Equipment).
(d)This measure has been designated as the “Company-Selected Measure” for 2025, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in 2025. Adjusted Operating EBITDA is a non-GAAP financial measure, calculated as set forth in Appendix A.
The three measures listed below, in no particular order, represent the three most important financial performance measures used by Qnity to link the CAP of the NEOs for 2025 to the Company’s performance as further described in our CD&A above within the sections titled “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation.”
| Most Important Financial Performance Measures | ||
|---|---|---|
| Adjusted Operating EBITDA | Organic Sales | Relative Total Shareholder Return |
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.
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Executive Compensation
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.
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