
			Ms. Babcock ~~most recently served~~retired in May 2018 from her position as Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited, a publicly-held Canadian petroleum company with 69.6% ownership by ExxonMobil ~~Corporation.~~Corporation, a position she held since September 2015. Prior to that, Ms. Babcock served as Vice President, Corporate Financial Services ~~of ExxonMobil~~ from 2013 to ~~2015; and as~~2015, Assistant Controller, Corporate Accounting Services from 2011 to ~~2013;~~2013, and in various other senior leadership positions from 1998 to 2013, all at ExxonMobil Corporation. Earlier in her career, she was an Auditor of Clarkson Gordon, which became part of Ernst & Young. Ms. Babcock is a former member of the NYSE Listed Company Advisory Board and is a member of the Chartered Professional Accountants of Canada. Ms. Babcock serves on the board of directors of Forté Foundation. Ms. Babcock earned a bachelor’s degree from Queen’s University and a master’s degree in business administration from McMaster University. ~~She is a member of the board of directors of Forté Foundation and a member of the board of directors and the audit committee of Fraser Institute.~~

			Gray G. Benoist Director Since: February 2009 Independent Age: 6768 •Olin Committees: Member of the Audit Committee and Directors and Corporate Governance Committee •Former Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer of Belden, Inc. •Former Senior Vice President, Director of Finance of Networks Segment at Motorola Inc. Mr. Benoist brings executive level financial experience and global accounting expertise across a range of industries to the Olin Board of Directors. Mr. Benoist ~~most recently served~~retired in March 2020 from his position as an officer on special assignment of Belden, Inc., a designer, manufacturer and marketer of signal transmission ~~solutions.~~solutions, a position he held since January 2012. Prior to that, he served as Senior Vice President, Finance and Chief Financial Officer of Belden for 6six years, and Chief Accounting Officer. Earlier in his career he served as Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc., a business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions. During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group.

Mr. Benoist serves on the board of directors of Neurowrx, Inc. and as President of MindSpark Training Academy.


			Mr. Benoist earned a bachelor’s degree in finance and accounting from Southern Illinois University and a master’s degree in business administration from the University of Chicago.

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			C. Robert Bunch Director Since: December 2005 Independent Age: 66 •Olin Committees: Chair of the Compensation Committee; Member of the Executive Committee •Former Chairman of the Board and Chief Executive Officer of Global Tubing •Former Chairman, President and Chief Executive Officer of Maverick Tube Corporation Mr. Bunch brings extensive company governance, executive leadership, and business strategy experience to the Olin Board of Directors. Mr. Bunch served as Chairman of the Board and Chief Executive Officer of Global Tubing, LLC, a privately held company which manufactured and sold coiled tubing and related products and services to the energy industry, from May 2007 until June 2013. From October 2004 until October 2006, he served as President and CEO and in January 2005, he became Chairman of Maverick Tube Corporation, a producer of welded tubular steel products used in energy and industrial applications. He ~~is a member~~began his career in 1999 as Vice President and Chief Administrative Officer at Input/Output, where he later became President and Chief Operating Officer from 2002 to 2003. He was also an independent oil service consultant. Mr. Bunch serves on the board of trustees of Awty International School. He served on the board of directors of ~~Neurowrx, Inc.~~Pioneer Drilling Company from May 2004 until August 2008. Mr. Bunch earned a bachelor’s degree in economics and ~~serves as treasurer~~a master’s degree in accounting from Rice University and a juris doctorate degree from the University of ~~MindSpark, Inc.~~Houston.

			Scott D. Ferguson Director Since: February 2020 Independent Age: 4546 •Olin Committees: Member of the Compensation Committee and Operating Improvement Committee •Founder and Managing Partner of Sachem Head Capital Management LP •Director of Elanco Animal Health, Inc. •Former Director of Autodesk, Inc. Mr. Ferguson brings substantial financial, investment strategy, and corporate governance experience to the Olin Board of Directors. Mr. Ferguson is the founder and managing partner of Sachem Head Capital Management LP, a value-oriented investment management firm based in New York which he started in 2012. Prior to starting Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined pre-launch as the firm’s first investment professional. Prior to Pershing Square, Mr. Ferguson earned an M.B.A. from Harvard Business School in 2003 and was a vice president at American Industrial Partners, an operations focused private equity firm, from 1999 to 2001. Mr. Ferguson was also a business analyst at McKinsey & Company from 1996 to 1999. Mr. Ferguson ~~graduated from Stanford University with an A.B. in Public Policy in 1996. He~~ currently serves on the board of directors of Elanco Animal Health, Inc. and the Henry Street Settlement, and is also a member of the Robin Hood Leadership Council. He is a former director of Autodesk, Inc.~~, a leading design & engineering software company.~~ Mr. Ferguson graduated from Stanford University with an A.B. in Public Policy in 1996.

			~~John E. Fischer~~ ~~Director Since: May 2016~~ ~~Chairman, President and Chief Executive Officer~~ ~~Age: 64~~ •~~Chairman, President and Chief Executive Officer of Olin Corporation~~ •~~Olin Committees: Chair of the Executive Committee~~ Mr. Fischer’s deep knowledge of Olin Corporation, extensive involvement in the acquisition and integration of certain businesses from The Dow Chemical Company, and operational expertise provide invaluable insight to the Olin Board of Directors. Mr. Fischer is the Chairman, President and Chief Executive Officer of Olin Corporation. He has served as President and Chief Executive Officer since May 2016, and as Chairman since April 26, 2017. He has spent 26 years with Olin in roles of increasing responsibility including Chief Operating Officer, Senior Vice President and Chief Financial Officer, and as Vice President, Finance and Controller. Previously, from 1996 through 2001, he directed all financial functions, acquisitions and divestments for Primex Technologies, Inc., a munitions, propellants, satellite propulsion systems and electronic products manufacturing company spun off from Olin in 1996 and now called General Dynamics Ordnance and Tactical Systems. Prior to this, Mr. Fischer was Vice President and Financial Officer for Olin’s Ordnance division where he supervised all division financial reporting and planning and government contract management. He began his career with General Defense Corporation in 1977, serving in various accounting and cost accounting positions prior to being appointed Controller in 1985.

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			~~Mr. Fischer earned a bachelor’s degree in accounting and economics from Franklin and Marshall College and a master’s degree in finance from Pennsylvania State University.~~

			~~CLASS III~~ ~~NOMINEE FOR A ONE-YEAR TERM EXPIRING IN 2021~~

			~~Heidi S. Alderman~~ ~~Director Since: August 2019~~ ~~Independent~~ ~~Age: 60~~ •~~Olin Committees: Compensation Committee and Directors and Corporate Governance Committee~~ •~~Former Senior Vice President of BASF Corporation in Intermediates, North American Petrochemicals, and North American Procurement over the course of her career~~ ~~Ms. Alderman brings significant chemical expertise and global business management experience to the Olin Board of Directors.~~ ~~Ms. Alderman most recently served as Senior Vice President, Intermediates of BASF Corporation, a global chemical manufacturing company.~~ Over a nearly 15 year career at BASF, Ms. Alderman previously held the positions of Senior Vice President, North American Petrochemicals from 2011 to 2016; Senior Vice President, North American Procurement from 2008 to 2011; Vice President, Functional Polymers from 2005 to 2008; and Business Director, Polymers from 2003 to 2005. She also served in various positions in business, operations, research, procurement, product and marketing management at Air Products and Chemicals Inc. from 1995 to 2002 and at Rohm and Haas Company from 1981 to 1995. Ms. Alderman earned a bachelor’s degree in chemical engineering from Stevens Institute of Technology, a master’s degree in chemical engineering from Drexel University and completed the University of Pennsylvania Wharton Management Program in business administration.

~~CLASS I~~ ~~NOMINEE FOR A TWO-YEAR TERM EXPIRING IN 2022~~ ~~(OR, IF ITEM 4 IS APPROVED BY SHAREHOLDERS, FOR A ONE-YEAR TERM EXPIRING IN 2021)~~

			W. Barnes Hauptfuhrer Director Since: February 2020 Independent Age: 6566 •Olin Committees: Member of the Directors and Corporate Governance Committee and Operating Improvement Committee •Former Co-Head of Corporate & Investment Banking Division of Wachovia Corporation •Former Chief Executive Officer of Chapter IV Investors, LLC •Director of National Gypsum Company ~~and~~ •Former Director of Buckeye Pipeline and Wolverine Tube, Inc. Mr. Hauptfuhrer brings extensive knowledge of finance, mergers and acquisitions, and corporate governance matters to the Olin Board of Directors. Mr. Hauptfuhrer ~~most recently served~~retired in June 2018 from his position as Chief Executive Officer of Chapter IV Investors, LLC, an investment firm he founded in February 2006. Prior to this, Mr. Hauptfuhrer served as Co-Head of the Corporate & Investment Banking Division of Wachovia Corporation (formerly, First Union Corporation). Earlier in his career, he also served as Senior Executive Vice President of Wachovia and prior to the merger of Wachovia and First Union, Mr. Hauptfuhrer served in roles of increasing responsibility at First Union, including Co-Head of the Corporate & Investment Banking Division, Co-Head of Investment Banking, and Managing Partner of First Union Capital Partners, a private equity investment group within First Union, which he founded. Previously, Mr. Hauptfuhrer served as Managing Director and investment banker at Kidder Peabody.

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			Mr. Hauptfuhrer currently serves ~~as a director~~on the board of directors of National Gypsum Company. He is also director of the Foundation for the Carolinas and trustee of the Greater Charlotte YMCA. He previously served as a director of Buckeye Pipeline LLC from September 2006 to March 2008, and of Wolverine Tube, Inc. from May 1998 to October 2005. Mr. Hauptfuhrer earned a bachelor’s degree from Princeton University and a juris doctorate degree and master’s degree in business administration from the University of Virginia. ~~He is a director of the Foundation for the Carolinas.~~


~~Business Experience of Continuing Directors~~

Set forth on the following pages are descriptions of the business experience of each continuing director. The terms of the following directors will continue after the 2020 annual meeting, as indicated below.

~~CLASS I~~

~~DIRECTORS WHOSE TERMS CONTINUE UNTIL 2022~~

~~(OR, IF ITEM 4 IS APPROVED BY SHAREHOLDERS, UNTIL 2021)~~


			~~C. Robert Bunch~~ ~~Director Since: December 2005~~ ~~Independent~~ ~~Age: 65~~ •~~Olin Committees: Chair of the Compensation Committee, Member of Directors and Corporate Governance Committee and Executive Committee~~ •~~Former Chairman of the Board and Chief Executive Officer of Global Tubing~~ •~~Former Chairman, President and Chief Executive Officer of Maverick Tube Corporation~~ ~~Mr. Bunch brings extensive company governance, executive leadership, and business strategy experience to the Olin Board of Directors.~~ Mr. Bunch most recently served as Chairman of the Board and Chief Executive Officer of Global Tubing, LLC, a privately held company which manufactured and sold coiled tubing and related products and services to the energy industry. Previously, he served as Chairman, President and CEO of Maverick Tube Corporation, a producer of welded tubular steel products used in energy and industrial applications. Mr. Bunch served on the Board of Directors of Pioneer Drilling Company from May 2004 until August 2008. He began his career in 1999 as Vice President and Chief Administrative Officer at Input/Output, where he later became President and Chief Operating Officer from 2002 to 2003. During this time, he was also an independent oil service consultant. ~~Mr. Bunch earned a bachelor’s degree in economics and a master’s degree in accounting from Rice University and a juris doctorate degree from the University of Houston.~~

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			John M. B. O’Connor Director Since: January 2006 Independent Age: 6566 •Olin Committees: Member of the Audit ~~Committee, Directors and Corporate Governance~~ Committee and Operating Improvement Committee •Chairman and CEO of J.H. Whitney Investment Management and CEO of Whitney Strategic Services •Former Chief Executive Officer of Tactronics Holdings, LLC •Former Chairman and Executive Partner of JP Morgan Alternative Asset Management, Inc. •Director of American Mask Company, Boon Logic, Inc. and Sequoia Holdings Inc. ~~and~~ •Former member of the Department of Defense Business Board Mr. O’Connor brings substantial financial, investment banking, risk management and strategic consulting experience to the Olin Board of Directors. Mr. O’Connor is Chairman and Chief Executive Officer of J.H. Whitney Investment Management, an alternative investment firm, a position he has held since January 2005, and CEO of Whitney Strategic Services, a provider of global economic advisory services to the US Department of Defense.

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			Mr. O’Connor previously served from January 2009 through March 2011 as CEO of Tactronics Holdings, a provider of tactical integrated electronic systems to U.S. and foreign military customers. Prior to this, he was Chairman of JP Morgan Alternative Asset Management, Inc, where he also served as an Executive Partner of JP Morgan Partners. ~~During this time, he~~He was also a member of the Risk Management Committee of JP Morgan Chase, which was responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor serves on the board of directors of American Mask Company, Boon Logic, Inc.~~, a privately held developer of real-time unsupervised machine learning solutions,~~ and Sequoia Holdings Inc. He is also chairman and on the advisory board of American Friends of the UK Clocktower Fund Inc., ~~a provider~~and on the advisory boards of ~~engineering~~Avenue Capital Sustainable Strategies Fund, Chart National LLP, Game Conservancy USA, Global Guardian, LLC, Grayson-Jockey Club Research Foundation, and ~~cloud orchestration services to~~New York State Green Bank. He is treasurer of the ~~national security sector.~~UK Game Conservancy and Wildlife Trust. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and a master’s degree in business administration from Columbia University Graduate School of Business. ~~He is also Chairman~~

			Earl L. Shipp Director Since: October 2017 Independent Age: 63 •Olin Committees: Member of the Audit Committee •Former Vice President, US Gulf Coast Operations of The Dow Chemical Company •Former President, Dow Africa and Former President, Basic Chemicals Group of Dow •Director of National Grid plc Mr. Shipp brings substantial chemical industry expertise, and manufacturing, engineering and operations management experience to the Olin Board of Directors. Mr. Shipp retired in September 2017 from his position as Vice President, US Gulf Coast Operations of The Dow Chemical Company, a diversified chemical manufacturing company, a position he held since November 2010. Prior to that, he served as President of Dow Africa from June 2009 to October 2010 and as President of Basic Chemicals Group at Dow from May 2007 to May 2009. During his 36-year history at Dow, he held a variety of leadership and engineering roles, including appointments as Site Director of Louisiana Operations and Global Operations Director for Propylene Oxide/Propylene Glycol, Business Director for Propylene Oxide/Propylene Glycol, Business Vice President for Oxides and Glycols, and Business Vice President—Ethylene Oxide and Ethylene Glycol and President—India, Middle East and Africa Region. Mr. Shipp serves on the board of directors and the safety, environment and health and nominations and remuneration committees of National Grid plc, and on the ~~advisory boards~~board of ~~American Friends~~directors of CHI St. Luke’s Health Texas Division and The Economic Development Alliance of Brazoria County, Texas. Mr. Shipp earned a bachelor’s degree in chemical engineering from Wayne State University and completed the ~~Clock Tower Fund, and on the advisory boards~~executive education program at Indiana State University School of ~~Avenue Impact Strategies, Chart National Capital, Global Guardian, LLC, Grayson-Jockey Club Research Foundation, and New York Green Bank. He is treasurer of the UK Game Conservancy and Wildlife Trust.~~Business.

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			Scott M. Sutton Director Since: September 2018 ~~Independent~~President and Chief Executive Officer Age: 5556 •Olin Committees: Chair of the Operating Improvement Committee ~~Member of the Audit Committee and Directors and Corporate Governance Committee~~ •President and Chief Executive Officer of Olin Corporation •Former Chief Executive Officer and Director of Prince International Corporation •Former Chief Operating Officer at Celanese Corporation •Former President and General Manager of AgroSolutions at Chemtura Corporation Mr. Sutton brings extensive experience in operations, engineering, manufacturing, finance, sales, marketing and management of complex businesses with worldwide operations to the Olin Board of Directors. ~~He is currently~~Mr. Sutton became President and Chief Executive Officer of Olin Corporation in September 2020. From December 2019 to July 2020, he served as Chief Executive Officer and a member of the board of directors of Prince International Corporation, a privately held specialty chemicals company. ~~Previously~~From August 2013 to February 2019, he served in a variety of roles of increasing responsibility at Celanese Corporation, a global chemical and specialty materials company, including Chief Operating Officer, Executive Vice President and President, Materials Solutions, and Vice President and General Manager, Engineered Materials. Earlier in his career, Mr. Sutton served as President and General Manager of Chemtura Corporation’s AgroSolutions business, business manager for Landmark Structures and a division vice president for Albemarle Corporation. Mr. Sutton earned a bachelor’s degree in civil engineering from Louisiana State University and is a registered professional engineer in Texas.

			William H. Weideman Director Since: October 2015 Independent Age: 6566 •Olin Committees: Lead ~~Director and Chair~~Director; Member of the Audit Committee, ~~Member of the~~ Compensation ~~Committee, Directors and Corporate Governance~~ Committee and Executive Committee •‘Audit Committee Financial Expert’ under applicable SEC rules •Former Chief Financial Officer and Executive Vice President of The Dow Chemical Company •~~‘Audit Committee Financial Expert’ under applicable SEC rules~~ •Former Director of Sadara Chemical Company Mr. Weideman brings valuable financial, audit, and business administration expertise to the Olin Board of Directors, as well as extensive knowledge of the businesses Olin acquired from The Dow Chemical Company. Mr. Weideman ~~previously served~~retired in January 2015 from his position as Chief Financial Officer and Executive Vice President of The Dow Chemical Company, a diversified chemical manufacturing company, ~~for five years.~~a position he held since March 2010. Prior to ~~this, he~~that, Mr. Weideman served as an Interim Chief Financial Officer from November 2009 to March 2010, and Executive Vice President of Finance, of Dow Agrosciences & Corporate Strategic ~~Development.~~Development from April 2010 to September 2012, all at Dow. He joined Dow in 1976 as a Cost Accountant in Midland, Michigan and held a variety of accounting and controller roles for different Dow businesses. Mr. Weideman served on the board of directors of Mid-Michigan Medical Center and on the board of trustees for Central Michigan University through December 31, 2020. From October 30, 2011 ~~until~~through December ~~31,~~ 2015, he served on the board of directors of Sadara Chemical Company, a joint venture between Saudi Aramco and Dow. From August 30, 2000 ~~until~~through December ~~31,~~ 2015, he was a director of the Dow Chemical Employees’ Credit Union. Mr. Weideman earned a bachelor’s degree in business administration and accounting from Central Michigan University. ~~He is on the board of directors of the Mid-Michigan Medical Center and the board of trustees for Central Michigan University.~~

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~~CLASS III~~

~~DIRECTORS WHOSE TERMS CONTINUE UNTIL 2021~~


			~~Earl L. Shipp~~ ~~Director Since: October 2017~~ ~~Independent~~ ~~Age: 62~~ •~~Olin Committees: Audit Committee, Directors and Corporate Governance Committee~~ •~~Former Vice President, US Gulf Coast Operations at The Dow Chemical Company~~ •~~Former President, Dow Africa and Former President, Basic Chemicals Group of Dow~~ •~~Director of National Grid plc~~ ~~Mr. Shipp brings substantial chemical industry expertise, and manufacturing, engineering and operations management experience to the Olin Board of Directors.~~ Mr. Shipp most recently served as Vice President, US Gulf Coast Operations at The Dow Chemical Company, a diversified chemical manufacturing company. Prior to this, he served as President of Dow Africa from and as President of Basic Chemicals Group at Dow. During a 36 year tenure at Dow, he held a variety of leadership and engineering roles, including appointments as Site Director of Louisiana Operations and Global Operations Director for Propylene Oxide/Propylene Glycol, Business Director for Propylene Oxide/Propylene Glycol, Business Vice President for Oxides and Glycols, and Business Vice President—Ethylene Oxide and Ethylene Glycol and President—India, Middle East and Africa Region. ~~He serves on the board of directors and the safety, environment and health and nominations and remuneration committees of National Grid plc, a global electricity and gas utility company.~~ He earned a bachelor’s degree in chemical engineering from Wayne State University and completed the executive education program at Indiana State University School of Business. He is on the board of directors of CHI St. Luke’s Health Texas Division, Brazoria Fort Bend Rail District and The Economic Development Alliance of Brazoria County, Texas.


			~~Vincent J. Smith~~ ~~Director Since: August 2008~~ ~~Independent~~ ~~Age: 70~~ •~~Olin Committees: Compensation Committee and Directors and Corporate Governance Committee~~ •~~Former President and Chief Executive Officer of Dow Chemical Canada~~ ~~Mr. Smith brings valuable international and manufacturing experience as well as extensive knowledge of the chlor-alkali industry to the Olin Board of Directors.~~ Mr. Smith most recently served as President and Chief Executive Officer of Dow Chemical Canada, a subsidiary of The Dow Chemical Company, a diversified chemical manufacturing company. From 1972 to 2000, he held positions of increasing responsibility in engineering, manufacturing and management, including the position of Business Director for Dow’s global chlor-alkali assets. ~~He earned a bachelor’s degree in chemical engineering from McMaster University.~~

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			Carol A. Williams Director Since: October 2015 Independent Age: 6162 •Olin Committees: Chair of the Directors and Corporate Governance ~~Committee,~~Committee; Member of the Compensation ~~Committee and Executive~~ Committee •Former Executive Vice President, Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations of The Dow Chemical Company •Former Vice President, Chlor-alkali Assets Business of Dow, and Senior Vice President of Basic Chemicals •Independent Board Chair and Director of Owens-Illinois Inc. Ms. Williams brings extensive management expertise in manufacturing, purchasing and supply chain operations, substantial experience in research and development, and comprehensive knowledge of the chlor-alkali and general chemicals industry to the Olin Board of Directors. Ms. Williams ~~most recently served~~retired in 2015 from her position as special advisor to the Chief Executive Officer of ~~the~~The Dow Chemical Company, a diversified chemical manufacturing ~~company.~~company, a position she held since January 2015. Prior to this, she served as Dow’s Executive Vice President of Manufacturing and Engineering from September 2011 to December 2014, adding responsibility for Supply Chain and Environmental, Health & Safety ~~Operations.~~Operations in 2012; President of Chemicals & Energy from August 2010 to August 2011, and Senior Vice President of Basic Chemicals from January 2009 to July 2010, all at Dow. During Ms. Williams’ ~~34 year~~34-year history at Dow, she assumed increasingly more significant management positions in research and development before becoming operations leader and then Vice President for the global chlor-alkali assets business. ~~Earlier in her career, she was named Senior Vice President of Basic Chemicals in 2009 and President of Chemicals & Energy in 2010.~~ Ms. Williams isbecame the independent board chair in May 2016, and ~~serves~~she has served on the board of directors and ~~the~~ nominating/governance committee of Owens-Illinois Inc.~~, a leading producer of high quality glass packaging.~~ ~~Ms. Williams earned a bachelor’s degree in chemical engineering from Carnegie Mellon University.~~ since May 2014. Ms. Williams is a member of the Engineering Advisory Board and Energy Futures Institute Presidential Consultation Committee for Carnegie Mellon University. ~~From 2012 through June 2015, she~~She was on the board of directors of Zep, Inc., from 2012 through June 2015. Ms. Williams earned a ~~supplier of industrial cleaning materials.~~bachelor’s degree in chemical engineering from Carnegie Mellon University.

CORPORATE GOVERNANCE MATTERS


How Many Meetings Did Board Members Attend?

During ~~2019, the~~2020, our board held ~~nine~~15 meetings. As part of each regularly scheduled board meeting, the non-employee directors met in executive session. All directors attended ~~over 80%~~100% of the ~~2019~~2020 meetings of ~~the~~our board and committees of ~~the~~our board on which they served. In addition, during his or her entire period of service, each director attended over ~~90%~~91% of the meetings of ~~the~~our board and committees of ~~the~~our board on which he or she served. ~~All of our directors at the time of the 2019 annual meeting attended the meeting, except Mr. Shipp who was absent due to serious extenuating circumstances.~~ We have a policy requiring directors to attend each annual meeting, absent serious extenuating circumstances. All of our non-employee directors participated in our 2020 annual meeting by telephone.


Which Board Members Are Independent?

Our board has determined that all of its members, except ~~Mr.~~John E. Fischer and Scott M. Sutton, are independent, or were independent while serving on ~~the~~our board, in accordance with applicable New York Stock Exchange (NYSE) listing standards and applicable provisions of our Principles of Corporate Governance. In determining independence, ~~the~~our board confirms that a director has no relationship with Olin that violates the “bright line” independence standards under the NYSE listing standards. ~~The~~Our board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. In assessing the materiality of a director’s relationship to Olin, ~~the~~our board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. ~~The~~Our board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

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Our board of directors ~~has~~have adopted a ~~bright line test~~criteria for the types of de minimis transactions that do not warrant board consideration when making director independence determinations. ~~This policy provides~~Our board of directors has concluded that the following transactions do not impair a director’s independence, and are not considered by our board in its determination of director independence:

•our ~~annual~~ match of up to $5,000 in charitable contributions made by directors under our 50% matching contribution program, which is available to all employees; and

•any transaction or series of transactions between Olin (or its subsidiaries) and a director (or an organization in which he/she serves as a director, partner, shareholder or officer) for the purchase or sale of products or services that (i) involve less than $50,000 in the aggregate in any 12-month period and (ii) have the same pricing and other terms and conditions as transactions with unrelated and similarly situated customers or suppliers.

Except as provided below, during ~~2019,~~2020, none of our current or former non-employee directors had any relationship or transaction other than those which are permitted under the ~~bright line~~ de minimis ~~standards~~criteria described above.

~~In 2019,~~On February 29, 2020, we ~~sold an aggregate of approximately $89,588,000 of chlor alkali products~~entered into the Cooperation Agreement with Sachem Head, which was subsequently amended pursuant to ~~BASF Corporation and~~the Amendment that we ~~purchased an aggregate of approximately $37,372,000 of product from BASF Corporation.~~entered into on October 1, 2020. These agreements are described under the heading “ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS–Who are the individuals nominated by our board to serve as directors?” on page 8. One of our directors, ~~Heidi Alderman, served~~Mr. Ferguson, is the founder and managing partner of Sachem Head and Olin’s board of directors agreed that, pursuant to the Cooperation Agreement, as ~~a senior-vice president, intermediates~~amended by the Amendment, it would include Mr. Ferguson and Mr. Hauptfuhrer in the slate of ~~BASF SE through July 2019.~~director nominees recommended by our board of directors for election at the 2020 annual meeting and 2021 annual meeting. Our board determined that ~~during her employment with BASF, Ms. Alderman had no material interest in these sales transactions and they did~~the Cooperation Agreement as amended by the Amendment, does not impair ~~Ms. Alderman’s independence. The board based its decision on~~ the ~~facts that (i) Ms. Alderman was not involved~~independence of Mr. Ferguson or Mr. Hauptfuhrer in ~~that part of BASF’s business~~accordance with the applicable NYSE listing standards and therefore had no decision-making authority or other involvement in the transactions with Olin, (ii) the transactions were made on customary terms and conditions, and (iii) the transactions amounted to less than 0.05% of BASF’s total sales and 1.3%provisions of Olin’s ~~total sales.~~Principles of Corporate Governance.

In 2019, we sold an aggregate of approximately $133,000 of chlor alkali products to Celanese Corporation and we purchased an aggregate of approximately $527,000 of product from Celanese Corporation. One of our directors, Scott Sutton, served as chief operating officer of Celanese through February 2019. Our board determined that Mr. Sutton had no material interest in these sales transactions and they did not impair Mr. Sutton’s independence because the transactions were made on customary terms and conditions, and amounted to less than 0.008% of Celanese’s total sales and 0.002% of Olin’s total sales.

~~In 2019,~~2020, we purchased approximately ~~$3,424,000~~$3,238,600 of energy-related services from National Grid US. One of our directors, Earl Shipp, is a member of the board of directors of National Grid plc and serves on such board’s safety, environment and health committee, its nominations committee and its remuneration committee. Our board determined that Mr. Shipp had no material interest in these transactions, and they did not impair Mr. Shipp’s independence because the transactions were made on customary terms and conditions and amounted to less than 0.02% of National Grid plc’s total sales and 0.05% of Olin’s total sales.


Does Olin Have Corporate Governance Guidelines and a Code of Conduct?

~~The~~Our board has adopted Principles of Corporate Governance and a Code of Conduct. ~~The~~Our Code of Conduct applies to our directors and all of our employees, including our chief executive officer (CEO), chief financial officer (CFO) and principal accounting officer/controller. We discuss certain provisions of these documents in more detail under the heading “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

Each of our four major standing board committees (Audit, Compensation, Directors and Corporate Governance and Operating Improvement) acts under a written charter adopted by ~~the~~our board. ~~The~~Our committee charters can be viewed on our website at www.olin.com/investors/leadership-governance/committees. ~~The~~Our Principles of Corporate Governance and Code of Conduct can all be viewed on our website at www.olin.com/investors/leadership-governance/governance-documents. In addition, we will disclose on that website any amendment to, or waiver from, a provision of our Code of Conduct for our directors and executive officers, including our CEO, CFO, principal accounting officer/controller or other employees performing similar functions.

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Does Olin Prohibit Hedging and Pledging of Its Stock by Insiders?

Our insider trading policy prohibits our directors and executive officers from engaging in any hedging or pledging transactions in our securities. Our policy does not specifically permit any type of hedging transaction, but instead imposes a broad prohibition of any "hedging or monetization transactions" if the director or executive officer "continues to own the underlying security without all the risks and rewards of ownership." Our prohibition on pledging of our securities is similarly broad, and prohibits all pledges of our securities, whether as part of a hedging transaction or a loan transaction.

As of February ~~28, 2020,~~26, 2021, no shares of our common stock were pledged by any director or executive officer.

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Do Olin’s Board and Committees Conduct Evaluations?

As required by NYSE rules, Olin’s board of directors as well as its Audit, Compensation, ~~and~~ Directors and Corporate Governance, and Operating Improvement Committees each conduct an annual performance evaluation. ~~The Operating Improvement Committee, which was formed in 2020, will also conduct an annual performance evaluation.~~In addition, Olin’s board conducted individual evaluations of the non-employee directors (except Messrs. Ferguson and Hauptfuhrer who are on Olin’s board as a result of the Cooperation Agreement, as amended by the Amendment, discussed above).


What Are the Committees of ~~the~~our Board?

Our committees of the board are:

~~The~~Our Audit Committee, which held ~~six~~eight meetings during ~~2019,~~2020, advises ~~the~~our board on internal and external audit matters affecting us. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, ~~the~~our audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of 1934 (Exchange Act) and the related rules as incorporated into the NYSE standard for independence. Its current members are: ~~William H. Weideman (Chair),~~ Beverley A. Babcock (Chair), Gray G. Benoist, ~~Randall W. Larrimore,~~ John M. B. O’Connor, Earl L. Shipp and ~~Scott M. Sutton. The~~William H. Weideman. Our board has determined that Ms. Babcock and Mr. Weideman ~~meets~~meet the SEC definition of an “audit committee financial expert,” and that each of the members of the audit committee is financially literate, as such term is interpreted by ~~the~~our board in its business judgment. ~~The~~Our audit committee:

•has sole authority to directly appoint, retain, compensate, evaluate and terminate our independent registered public accounting firm;

•reviews with our independent registered public accounting firm the scope and results of their examination of our financial statements and any investigations and surveys by such independent registered public accounting firm;

•pre-approves and monitors audit and non-audit services performed by our independent registered public accounting firm;

•reviews its charter annually and ensures it is publicly available in accordance with SEC regulations;

•reviews our annual audited and quarterly unaudited financial statements and management’s discussion and analysis of financial condition and operations in our annual reports on Form 10-K and quarterly reports on Form 10-Q before filing or distribution;

•reviews with management and our independent registered public accounting firm the interim financial results and related press releases before issuance to the public;

•reviews audit plans, activities and reports of our internal and regulatory audit departments;

•reviews the presentations by management and our independent registered public accounting firm regarding our financial results;

•monitors our litigation process including major litigation and other legal matters that impact our financial statements or compliance with the law;

~~Proxy Statement Table of Contents~~

•monitors compliance with legal and regulatory requirements including environmental, health, safety and transportation compliance;

•monitors our enterprise risk management process;

•oversees our ethics and business conduct programs and procedures;

•~~reviews our compliance with Section 404 of the Sarbanes-Oxley Act of 2002;~~ and

•has the authority to hire its own independent advisors.

~~The~~Our Compensation Committee, which held ~~five~~six meetings during ~~2019,~~2020, sets policies, develops and monitors strategies for, and administers the programs that are used to compensate ~~the~~our CEO and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, ~~the~~our compensation committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: C. Robert Bunch (Chair), Heidi S. Alderman, Scott D. Ferguson, ~~Randall W. Larrimore,~~ Vincent J. Smith, William H. Weideman and Carol A. Williams. ~~The~~Our compensation committee:

Proxy Stat ement Table of Contents

•approves the salary plans for all executive officers including their total direct compensation opportunity, comprised of base salary, annual incentive standard and long-term incentive guideline award;

•approves the measures, goals, objectives, weighting, payout matrices, performance certification and actual payouts for the incentive compensation plans;

•administers the incentive compensation plans, stock option plans, and long-term incentive plans;

•annually evaluates the performance of ~~the~~our CEO;

•performs settlor functions for our retirement plans, such as establishing, amending and terminating such plans (which authority has also been delegated to a management committee);

•approves executive and change in control agreements;

•reviews and establishes the compensation of non-employee directors;

•reviews and discusses our Compensation Discussion and Analysis with management and, based on that review, makes a recommendation to ~~the~~our board of directors regarding inclusion of the Compensation Discussion and Analysis in our annual proxy statement or annual report on Form 10-K filed with the SEC;

•reviews and recommends board approval of stock ownership guidelines for our directors and employees participating in our long term incentive plan(s);

•reviews and develops for board approval, and assess enforcement, of policies that provide for the “clawback” of incentive-based compensation paid to current or former employees, upon the occurrence of a triggering event; and

•has the authority to hire its own independent advisors.

~~The~~Our Directors and Corporate Governance Committee, which held ~~five~~seven meetings during ~~2019,~~2020, assists ~~the~~our board in fulfilling its responsibility to ~~our~~the shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, ~~the~~our directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Carol A. Williams (Chair), Heidi S. Alderman, Beverley A. Babcock, Gray G. Benoist ~~C. Robert Bunch,~~and W. Barnes ~~Hauptfuhrer, Randall W. Larrimore (former Chair), John M. B. O’Connor, Earl L. Shipp, Vincent J. Smith, Scott M. Sutton and William H. Weideman. The~~Hauptfuhrer. Our directors and corporate governance committee:

•makes recommendations to ~~the~~our board regarding the election of ~~the~~our CEO;

•reviews the nominees for our other officers;

•makes recommendations to ~~the~~our board regarding the size and composition of ~~the~~our board and the qualifications and experience that might be sought in board nominees;

~~Proxy Statement Table of Contents~~

•seeks out and recommends possible candidates for nomination and considers recommendations by shareholders, management, employees and others for candidates for nomination and re-nomination as directors;

•assesses whether the qualifications and experience of board nominees meet the current needs of ~~the~~our board;

•reviews plans for management development and succession;

•periodically reviews corporate governance trends, issues and best practices and makes recommendations to ~~the~~our board regarding the adoption of best practices most appropriate for the governance of the affairs of ~~the~~our board;

•reviews and makes recommendations to the board regarding the composition, duties and responsibilities of various board committees;

•reviews and advises ~~the~~our board on such matters as protection against liability and indemnification;

•reports periodically to ~~the~~our board on the performance of the board itself as a whole; and

•has the authority to hire its own independent advisors.

~~The~~Proxy Stat ement Table of Contents

Our Operating Improvement Committee, which ~~was formed in~~held three meetings during 2020, ~~and has not yet held a meeting,~~ analyzes and makes recommendations to ~~the~~our board of directors regarding operational improvement and supports and informs ~~the~~our board’s review and refinement of Olin’s strategy. Its members are: Scott M. Sutton (Chair), Scott D. Ferguson, W. Barnes Hauptfuhrer and John M. B. O’Connor. ~~The~~Our operating improvement committee:

•reviews and evaluates improvements to Olin’s operations, efficiency and profitability;

•makes recommendations to ~~the~~our board regarding operational improvements including, among other things, with respect to Olin’s business strategies, margin improvements and growth opportunities;

•makes recommendations to ~~the~~our board regarding financial strategies, including, among other things, with respect to capital allocation, capital expenditures, cash flow, short-term and long-term balance sheet optimization plans, net working capital streamlining initiatives and initiatives regarding appropriate financial leverage and share repurchases; and

•makes recommendations to ~~the~~our board regarding portfolio realignment, investor communications and other similar operational matters to enhance shareholder value.

~~The~~Our Executive Committee meets as needed in accordance with Olin’s Bylaws. Between meetings of ~~the~~our board, ~~the~~our executive committee may exercise all the power and authority of ~~the~~our board (including authority and power over our financial affairs) except for matters reserved to the full board by Virginia law and matters for which ~~the~~our board gives specific directions. During ~~2019,~~2020, this committee held no meetings. ~~The~~Our executive committee members are: John E. Fischer (Chair), Beverley A. Babcock, C. Robert Bunch and William H. ~~Weideman and Carol A. Williams.~~Weideman.


Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during ~~2019 (Mses.~~2020 (Heidi S. Alderman, ~~Streeter~~C. Robert Bunch, Scott D. Ferguson, Vincent J. Smith, William H. Weideman and ~~Williams and Messrs. Bogus, Bunch, Larrimore, Smith and Weideman)~~Carol A. Williams):

•served as an employee for Olin during that year;

•is currently or has ever been an officer of Olin; or

•had any relationship with Olin requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

~~Proxy Statement Table of Contents~~

None of our executive officers:

•serves on the compensation committee of any other company for which one of our directors serves as an executive officer; or

•serves on the board of directors of any other company where a member of our compensation committee serves as an executive officer.


What Is Olin’s Director Nomination Process?

Our directors and corporate governance committee acts as our nominating committee. As a policy, ~~the~~our committee considers any director candidates suggested by shareholders if we receive the appropriate information in a timely manner. Our Principles of Corporate Governance provide that ~~the~~our board chair, CEO, lead director, other directors, employees and shareholders may recommend director nominees to ~~the~~our committee. ~~The~~Our committee uses the same process to review and evaluate all potential director nominees, regardless of who recommends the candidate. ~~The~~Our committee reviews and evaluates each nominee and ~~the~~our committee chair, ~~the~~our board chair, CEO and lead director interview the potential new board candidates selected by ~~the~~our committee. The interview results, along with ~~the~~our committee’s recommended nominees, are submitted to ~~the~~our full board.

Our Principles of Corporate Governance describe criteria for new board members including recognized achievement plus skills such as a special understanding or ability to contribute to some aspect of Olin’s business. ~~The~~Our committee is tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. Our Principles of Corporate Governance provide that racial, ethnic and gender diversity are important factors in assessing potential board members, in addition to particular qualifications and experience required to meet the needs of ~~the~~our board.

As part of their review of board nominations, ~~the~~our board and ~~the~~our committee consider diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective board. Our

Proxy Stat ement Table of Contents

Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom and mature judgment as among the principal qualities of an effective director.

This year, we have ~~six~~11 nominees standing for ~~election or re-election, including two women added to the board to fill vacancies in the past year.~~re-election.

A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of ~~his or her~~the candidate’s experience and other qualifications for the position, in writing addressed to the ~~board of directors in care of the~~ Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA. The notice may be sent at any time, but for a candidate to be considered by ~~the~~our committee as a nominee for an annual meeting, we must receive the written information at least 150 days before the anniversary of the date of ~~the~~our prior year’s proxy statement. For example, for candidates to be considered for nomination by ~~the~~our committee at ~~the 2021~~our 2022 annual meeting, we must receive the information from shareholders on or before October ~~28, 2020.~~13, 2021.

In addition to shareholders proposing candidates for consideration by ~~the~~our committee, Olin’s Bylaws allow shareholders to directly nominate individuals at ~~the~~our annual meeting for election to ~~the~~our board by delivering a written notice as described under the heading “MISCELLANEOUS—How can I directly nominate a director for election to the board at the ~~2021~~2022 annual meeting?” on page 6. Although a shareholder may directly nominate an individual for election as a director, ~~the~~our board is not required to include such nominee in ~~the~~our proxy statement.


What Is the Board Leadership Structure?

Our Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director, or appoint a board chair who does not also serve as CEO. Currently, our CEO and board chair positions are held by Mr. Sutton and Mr. Fischer, ~~serves as~~respectively, and our ~~combined CEO and chairman of the board, and the~~ board selected Mr. Weideman as our independent lead director.

~~The~~Our board believes that this leadership structure is best for Olin at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member—the lead director. Our lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, our lead director must be independent, and is responsible for:

~~Proxy Statement Table of Contents~~

•advising on ~~the~~our board meeting schedule to ensure that ~~the~~our independent directors can perform their duties responsibly without interfering with company operations;

•approving agendas for board and committee meetings and information sent to ~~the~~our board;

•advising on quality, quantity, and timeliness of the flow of information from management to independent directors;

•interviewing all potential new board candidates, and making recommendations on candidates;

•chairing all executive sessions of ~~the~~our board’s independent directors;

•acting as principal liaison between ~~the~~our independent directors and ~~the~~our board chair on sensitive issues;

•recommending membership and chairs of board committees;

•recommending to ~~the~~our board chair the retention of consultants who report directly to ~~the~~our board;

•calling meetings of ~~the~~our independent directors; and

•being available for direct communication if requested by major shareholders, as appropriate.

Proxy Stat ement Table of Contents


How Does the Board Oversee Olin’s Risk Management Process?

Our board is responsible for oversight of Olin’s risk assessment and management process. ~~The~~Our board delegated to ~~the~~our compensation committee basic responsibility for oversight of management’s compensation risk assessment, and that committee reports to ~~the~~our board on its review. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to ~~the~~our board. ~~The~~Our audit committee’s process includes:

•a review, at least annually, of our internal audit process, including the organizational structure and staff qualifications, as well as the scope and methodology of the internal audit process; and

•a review, at least annually, of our enterprise risk management (ERM) program to ensure that an appropriate ERM process is in place, including discussion of the major risk exposures identified by Olin, the key strategic plan assumptions considered during the assessment and steps implemented to monitor and mitigate such exposures on an ongoing basis.

In addition to the reports from ~~the~~our audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.

Brian J. Clucas, our Vice President, Global Internal Audit, reports directly to our audit committee and has direct and unrestricted access to that committee. Todd A. Slater, our Vice President and CFO, oversees our ERM process and fulfills the responsibilities of a chief risk officer. Mr. Slater reports to our CEO, but has direct access to our audit committee chair. Messrs. Slater and Clucas, individually or with other members of our management team, periodically meet in executive session with ~~the~~our audit committee.

~~Proxy Statement Table of Contents~~

REPORT OF ~~THE~~OUR AUDIT COMMITTEE

~~The~~Our audit committee’s primary responsibility is to assist ~~the~~our board in its oversight of the integrity of Olin’s financial reporting process and systems of internal control, to evaluate the independence and performance of Olin’s independent registered public accounting firm, KPMG LLP (KPMG), and internal audit functions and to encourage private communication between ~~the~~our audit committee and KPMG and ~~the~~our internal auditors.

~~The~~Our committee held ~~six~~eight meetings during the year. During the second half of ~~2019, the~~2020, our audit committee also completed a self-assessment.

In discharging its responsibility, ~~the~~our audit committee reviewed and discussed the audited financial statements for fiscal year ~~2019~~2020 with management and KPMG, including the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the U.S. Securities and Exchange Commission (SEC).

In addition, ~~the~~our audit committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with ~~the~~our audit committee concerning independence. ~~The~~Our audit committee discussed with KPMG the issue of its independence from Olin and reviewed KPMG’s reports on the firm’s quality review procedures and findings, results of peer reviews and investigations and inquiries, including corrective actions taken. ~~The~~Our audit committee also negotiated the hiring of KPMG for the ~~2019~~2020 audit and pre-approved all fees which SEC rules require ~~the~~our committee to approve to ensure that the work performed was permissible under applicable standards and would not impair KPMG’s independence.

Based on ~~the~~our audit committee’s discussions with management and KPMG and ~~the~~our audit committee’s review of KPMG’s written report and the other materials discussed above, ~~the~~our audit committee recommended that ~~the~~our board of directors include the audited consolidated financial statements in Olin’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, to be filed with the SEC.



February ~~18, 2020~~15, 2021
			~~William H. Weideman, Chair~~ Beverley A. Babcock, Chair Gray G. Benoist ~~Randall W. Larrimore~~ John M. B. O’Connor Earl L. Shipp ~~Scott M. Sutton~~William H. Weideman

Proxy ~~Statement~~Stat ement Table of Contents

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

How much stock is beneficially owned by each director, director nominee and by the named executive officers in the Summary Compensation Table?

This table shows how many shares of our common stock certain persons beneficially owned on ~~February 29, 2020.~~January 15, 2021. Those persons include each director, director nominee, each ~~named executive officer (NEO)~~NEO in the Summary Compensation Table on page 43, and all directors and executive officers as a group. A person has “beneficial ownership” of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. “Investment power” means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table.


Name of Beneficial Owner	Name of Beneficial Owner	Number of Shares Beneficially Owned (a)	Percent of Common Stock (b)	Name of Beneficial Owner	Number of Shares Beneficially Owned (7)	Percent of Common Stock (8)
Heidi S. Alderman	Heidi S. Alderman	6,046	—	Heidi S. Alderman	15,606	—
Beverley A. Babcock	Beverley A. Babcock	5,107	—	Beverley A. Babcock	14,667	—
Gray G. Benoist	Gray G. Benoist	53,721	—	Gray G. Benoist	64,803	—
C. Robert Bunch	C. Robert Bunch	37,164	—	C. Robert Bunch	66,724	—
Scott D. Ferguson (1)	Scott D. Ferguson (1)	14,950,000	9.5	Scott D. Ferguson (1)	14,959,560	9.4
W. Barnes Hauptfuhrer	W. Barnes Hauptfuhrer	—	—	W. Barnes Hauptfuhrer	9,560	—
Randall W. Larrimore (2)		82,114	—
John M. B. O’Connor (3)		40,307	—
John M. B. O’Connor (2)				John M. B. O’Connor (2)	49,867	—
Earl L. Shipp	Earl L. Shipp	25,780	—	Earl L. Shipp	36,727	—
Vincent J. Smith	Vincent J. Smith	56,504	—	Vincent J. Smith	66,064	—
William H. Weideman	William H. Weideman	27,771	—	William H. Weideman	37,331	—
Carol A. Williams	Carol A. Williams	27,771	—	Carol A. Williams	37,331	—
John E. Fischer (3)				John E. Fischer (3)	1,740,083	1.1
Scott M. Sutton				Scott M. Sutton	94,006	—
Todd A. Slater				Todd A. Slater	549,465	—
Pat D. Dawson (4)				Pat D. Dawson (4)	583,513	—
James A. Varilek (5)				James A. Varilek (5)	342,724	—
Brett A. Flaugher (6)				Brett A. Flaugher (6)	132,992	—


			Preliminary Proxy Statement

¨			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

X			Definitive Proxy Statement

¨			Definitive Additional Materials

¨			Soliciting Material under Section 240.14a-12


X	~~No fee required.~~

¨	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~

	1)	~~Title of each class of securities to which transaction applies:~~

	2)	~~Aggregate number of securities to which transaction applies:~~

	3)	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~

	4)	~~Proposed maximum aggregate value of transaction:~~

	5)	~~Total fee paid:~~

¨	~~Fee paid previously with preliminary materials.~~

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	~~Amount Previously Paid:~~

	2)	~~Form, Schedule or Registration Statement No.:~~

	3)	~~Filing Party:~~

	4)	~~Date Filed:~~


~~Time:~~			~~8:00 a.m. (Central Daylight Time)~~

~~Date:~~			~~Thursday, April 23, 2020~~

~~Place:~~			~~THE PLAZA IN CLAYTON OFFICE TOWER~~
			~~190 Carondelet Plaza~~
			~~Annex Room - 16th Floor~~
			~~Clayton, MO 63105 USA~~

~~Purpose:~~			~~To consider and act upon the following:~~

			~~(1)~~ ~~Election of six directors, all of whom are identified in the proxy statement.~~

			~~(2)~~ ~~Conduct an advisory vote to approve the compensation for named executive officers.~~

			~~(3)~~ ~~Ratification of the appointment of the independent registered public accounting firm for 2020.~~

			~~(4)~~ ~~The board of directors’ proposal to declassify the board of directors.~~

			~~(5)~~ ~~Such other business that is properly presented at the meeting.~~

~~Who May Vote:~~			~~You may vote if you were the record owner of Olin common stock at the close of business on February 28, 2020.~~


X	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:


Time:			~~Page~~8:00 a.m. (Central Daylight Time)

~~GENERAL QUESTIONS~~ Date:			Thursday, April 22, 2021

Place:			THE PLAZA IN CLAYTON OFFICE TOWER
			190 Carondelet Plaza
			Annex Room—16th Floor
			Clayton, MO 63105 USA

Purpose:			To consider and act upon the following:

			1(1)Election of 11 directors, all of whom are identified in the proxy statement.

~~VOTING~~			2(2)Approval of the Olin Corporation 2021 Long Term Incentive Plan.

~~MISCELLANEOUS~~			5(3)Conduct an advisory vote to approve the compensation for named executive officers.

~~CERTAIN BENEFICIAL OWNERS~~			7(4)Ratification of the appointment of the independent registered public accounting firm for 2021.

~~ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS~~			8(5)
~~Business Experience of Nominees~~			8
~~Business Experience of Continuing Directors~~			12Such other business that is properly presented at the meeting.

~~CORPORATE GOVERNANCE MATTERS~~ Who May Vote:			16
~~How Many Meetings Did Board Members Attend?~~			16
~~Which Board Members Are Independent?~~			16
~~Does~~You may vote if you were the record owner of Olin ~~Have Corporate Governance Guidelines and a Code~~common stock at the close of ~~Conduct?~~			17
~~Does Olin Prohibit Hedging and Pledging of~~ I ~~ts Stock by Insiders?~~			18
~~Do Olin’s Board and Committees Conduct Evaluations?~~			18
~~What Are the Committees of the Board?~~			18
~~Compensation Committee Interlocks and Insider Participation~~			20
~~What Is Olin’s Director Nomination Process?~~			21
~~What Is the Board Leadership Structure?~~			21
~~How Does the Board Oversee Olin’s Risk Management Process?~~			22 business on February 26, 2021.


~~Sincerely,~~

~~John E. Fischer~~
~~Chairman, President and Chief Executive Officer~~


~~YOUR VOTE IS IMPORTANT~~ ~~We urge you to promptly vote your shares online, by telephone or by completing and returning a proxy card in the postage paid envelope provided.~~


~~By Order of the Board of Directors:~~



~~Eric A. Blanchard~~
~~Secretary~~


YOUR VOTE IS IMPORTANT We urge you to promptly vote your shares online, by telephone or by completing and returning a proxy card in the postage prepaid envelope.

~~REPORT OF THE AUDIT COMMITTEE~~	23

~~SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS~~ By Order of the Board of Directors:

24

S. Christian Mullgardt
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		25

~~RESPONSIBLE CARE AND SUSTAINABILITY~~		26

~~EXECUTIVE OFFICERS~~		27

~~COMPENSATION DISCUSSION AND ANALYSIS~~		29

~~EXECUTIVE COMPENSATION~~		43

~~PAY RATIO DISCLOSURE~~		61

~~DIRECTOR COMPENSATION~~		62

~~COMPENSATION COMMITTEE REPORT~~		65

~~ITEM 2—PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS~~		65
~~Vote Required for Approval~~		65

~~ITEM 3—PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		66
~~Vote Required for Ratification~~		67 Secretary


			~~Page~~

~~ITEM~~ 4 ~~—APPROVAL OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS~~			67
~~Vote Required for Approval~~			68

~~APPENDIX A—AMENDED AND RESTATED ARTICLES OF INCORPORATION~~			A-1


			Page

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS			1

GENERAL QUESTIONS			1

VOTING			3

MISCELLANEOUS			5

CERTAIN BENEFICIAL OWNERS			7

ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS			8
Director Nominee Composition, Skills and Experience Matrix			9
Business Experience of Nominees			10

CORPORATE GOVERNANCE MATTERS			16
How Many Meetings Did Board Members Attend?			16
Which Board Members Are Independent?			16
Does Olin Have Corporate Governance Guidelines and a Code of Conduct?			17
Does Olin Prohibit Hedging and Pledging of I ts Stock by Insiders?			17
Do Olin’s Board and Committees Conduct Evaluations?			18
What Are the Committees of our Board?			18
Compensation Committee Interlocks and Insider Participation			20
What Is Olin’s Director Nomination Process?			20
What Is our Board Leadership Structure?			21
How Does our Board Oversee Olin’s Risk Management Process?			22

REPORT OF OUR AUDIT COMMITTEE			22

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS			23

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			24

DELINQUENT SECTION 16(a) REPORTS			25

CORPORATE RESPONSIB ILITY			25

EXECUTIVE OFFICERS			26

COMPENSATION DISCUSSION AND ANALYSIS			29

EXECUTIVE COMPENSATION			44

PAY RATIO DISCLOSURE			64

DIRECTOR COMPENSATION			65

COMPENSATION COMMITTEE REPORT			68


			Page
I TEM 2 —PROPOSAL TO APPROVE THE OLIN CORPORATION 2021 LONG TERM INCENTIVE PLAN			68
Vote Required for Approval			72

EQUITY COMPENSATION PLAN INFORMATION			73

ITEM 3 —PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS			73
Vote Required for Approval			74

ITEM 4 —PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			74
Vote Required for Ratification			75

APPENDIX A—OLIN CORPORATION 2021 LONG TERM IN CENTIVE PLAN			A-1


Senior Leadership Experience (CEO, President or other C-Suite Role)	9%	18%		73%
Significant experience leading and operating in large, complex businesses, including developing, implementing and assessing business plans and strategies

Global Business Experience	9%	36%				55%
Significant experience developing and managing business in markets around the World and/or as part of a global business leadership team

Financial Experience	9%	18%		73%
Significant experience making capital decisions, reviewing and analyzing financial information and reports, understanding financial markets and investment decision-making

Risk Management Experience	9%	55%						36%
Significant experience identifying, prioritizing and managing risks, including strategic, operational, compliance, cyber-security, and environmental, health and safety

Corporate Governance / Public Company Experience	18%		36%				45%
Significant experience with corporate governance planning, management accountability, ESG implementation, reporting obligations and regulatory compliance

Operations / Technology Experience	18%		55%						27%
Significant experience in complex manufacturing, engineering, logistics and/or chemical operations, EHS requirements, driving productivity initiatives and information technology solutions

Commodity / Cyclical Business Experience	9%	27%			64%
Significant experience in managing commodity or cyclical businesses

Marketing / Sales Experience	27%			64%						9%
Significant experience enhancing sales into existing markets and developing new markets and products

Corporate Development / Strategic Planning Experience	9%	36%				55%
Significant experience with implementing and reviewing strategic plans and processes, including acquisitions, divestitures, joint ventures and other opportunities

Human Capital / Executive Compensation / Talent Management Experience	55%						45%
Significant experience with executive development, performance and compensation planning and analysis, human capital management and ESG social elements


			Heidi S. Alderman Director Since: August 2019 Independent Age: 61 •Olin Committees: Member of the Compensation Committee and Directors and Corporate Governance Committee •Former Senior Vice President of BASF Corporation in Intermediates, North American Petrochemicals, and North American Procurement over the course of her career •Director of ChampionX Corporation Ms. Alderman brings significant chemical industry expertise and global business management experience to the Olin Board of Directors. Ms. Alderman retired in August 2019 from her position as Senior Vice President, Intermediates of BASF Corporation, a global chemical manufacturing company, a position she held since 2016. Over a nearly 15-year career at BASF, Ms. Alderman previously held the positions of Senior Vice President, North American Petrochemicals from 2011 to 2016; Senior Vice President, North American Procurement from 2008 to 2011; Vice President, Functional Polymers from 2005 to 2008; and Business Director, Polymers from 2003 to 2005. She also served in various positions in business, operations, research, procurement, product and marketing management at Air Products and Chemicals Inc. from 1995 to 2002 and at Rohm and Haas Company from 1981 to 1995. Ms. Alderman serves on the board of directors and compensation committee of ChampionX Corporation. Ms. Alderman earned a bachelor’s degree in chemical engineering from Stevens Institute of Technology, a master’s degree in chemical engineering from Drexel University and completed the University of Pennsylvania Wharton Management Program in business administration.

			Beverley A. Babcock Director Since: June 2019 Independent Age: 5859 •Olin Committees: Chair of the Audit ~~Committee and~~Committee; Member of the Directors and Corporate Governance Committee and Executive Committee •‘Audit Committee Financial Expert’ under applicable SEC rules •Former Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited •Former Assistant Controller and Vice President, Corporate Financial Services of ExxonMobil Corporation •Former Member of NYSE Listed Company Advisory Board •Member of the Chartered Professional Accountants of Canada Ms. Babcock brings a combination of extensive global financial, accounting and treasury management expertise, and relevant industry experience to the Olin Board of Directors.


John E. Fischer (4)	1,307,481	—
Todd A. Slater	452,253	—
Pat D. Dawson (5)	450,167	—
John L. McIntosh (6)	528,394	—
James A. Varilek (7)	236,901	—
Directors and executive officers as a group, including those named above (24 persons)	18,831,089	11.7


Name	Name	Number of Phantom Stock Units Held in Director Deferred Accounts*	Number of Shares Subject to Options Exercisable in 60 days	Name	Number of Phantom Stock Units Held in Director Deferred Accounts (9)	Number of Shares Subject to Options Exercisable in 60 days
Heidi S. Alderman	Heidi S. Alderman	4,046	—	Heidi S. Alderman	13,606	—
Beverley A. Babcock	Beverley A. Babcock	5,107	—	Beverley A. Babcock	14,667	—
Gray G. Benoist	Gray G. Benoist	20,844	—	Gray G. Benoist	29,466	—
C. Robert Bunch	C. Robert Bunch	20,499	—	C. Robert Bunch	27,599	—
Scott D. Ferguson	Scott D. Ferguson	—	—	Scott D. Ferguson	7,100	—
W. Barnes Hauptfuhrer	W. Barnes Hauptfuhrer	—	—	W. Barnes Hauptfuhrer	7,100	—
Randall W. Larrimore		21,781	—
John M. B. O’Connor	John M. B. O’Connor	19,200	—	John M. B. O’Connor	26,300	—
Earl L. Shipp	Earl L. Shipp	16,862	—	Earl L. Shipp	27,809	—
Vincent J. Smith	Vincent J. Smith	19,200	—	Vincent J. Smith	26,300	—
Scott M. Sutton		8,890	—
William H. Weideman	William H. Weideman	20,500	—	William H. Weideman	27,600	—
Carol A. Williams	Carol A. Williams	24,135	—	Carol A. Williams	32,465	—
John E. Fischer	John E. Fischer	—	1,101,534	John E. Fischer	—	1,512,867
Scott M. Sutton				Scott M. Sutton	18,450	—
Todd A. Slater	Todd A. Slater	—	356,367	Todd A. Slater	—	431,017
Pat D. Dawson	Pat D. Dawson	—	393,667	Pat D. Dawson	—	519,767
John L. McIntosh		—	436,784
James A. Varilek	James A. Varilek	—	197,784	James A. Varilek	—	294,917
Directors and executive officers as a group, including those named above (24 persons)		181,064	2,855,239
Brett A. Flaugher				Brett A. Flaugher	—	109,184
Directors and executive officers as a group, including those named above (21 persons)				Directors and executive officers as a group, including those named above (21 persons)	258,462	3,086,804


			Page
COMPENSATION DISCUSSION AND ANALYSIS			29
Introduction			30
Compensation Best Practices			30
Pay for Performance			31
~~The~~Our Compensation Committee			32
Benchmarking			33
What We Pay and Why: Elements of Compensation			33
Tax and Accounting Considerations			4142
Stock Ownership Guidelines			4143

EXECUTIVE COMPENSATION			4344
Summary Compensation Table			4344
Grants of Plan-Based Awards			4648
Stock Options			4750
Performance Shares			4750
Restricted Stock			4750
Outstanding Equity Awards at Fiscal Year-End			4851
Option Exercises and Stock Vested			4953
Pension Benefits			5053
Freeze of Qualified Plan, Supplemental Plan and Senior Plan			5155
Qualified Plan			5255
Supplemental Plan			5256
Senior Plan			5256
Health Insurance and Death Benefits			5356
Nonqualified Deferred Compensation			5357
Potential Payments Upon Termination or Change in Control			5458
Payments Upon ~~Death or~~ Disability			5862
Executive Severance Plans			5862
Treatment of Equity Awards Under Plans			6063
Pension Plans			6064

PAY RATIO DISCLOSURE			64

DIRECTOR COMPENSATION			65

COMPENSATION COMMITTEE REPORT			68


Name						Title
John E. Fischer						Executive Chairman of the Board
Scott M. Sutton						President and CEO
Todd A. Slater						Vice President and CFO
Pat D. Dawson						Executive Vice President and President, Epoxy & International
~~John L. McIntosh~~						~~Executive Vice President Synergies and Systems~~
James A. Varilek						Executive Vice President and Chief Operating Officer
Brett A. Flaugher						Vice President and President, Winchester


We align executive compensation with the interests of our shareholders						•Pay for Performance by Ensuring that Executive Compensation is Largely Contingent on Results (pages ~~31-32)~~30-31) •Target Compensation ~~Expenditures~~Opportunities to the Midpoint of Market Practices (page ~~35)~~34) •Updated Performance Share Program correlates 50% of these awards with Relative Total Shareholder Return and 50% with Net Income (pages 38-39) •Require Double-Triggers for Payments and Early Vesting of Equity Awards Under the Executive Change in Control Severance Plan (pages ~~59-60)~~61-62)

We design our executive compensation programs to foster sustainable growth without excessive risk taking						• ~~Impose Robust Share Ownership Guidelines (pages 41-42)~~ • Maintain a Clawback Policy (page ~~39)~~40) •Regularly Assess the Risk Inherent in Our Compensation Policies and Programs (page 41) •Impose Robust Share Ownership Guidelines (page 42)


We adhere to the best practices in executive compensation						•Utilize an Independent Compensation Consulting Firm, which Provides No Other Services to Olin ~~(page 32)~~ (pages 31-32) •Offer Change in Control Protection that Complies with Prevailing Good Governance Standards, Including No Excise Tax Gross-Up (page ~~60)~~ 63) •Permit No Repricing of Underwater Stock Options •Exclude the Value of Equity Awards in Pension or Severance Calculations •Extend No Perquisites to NEOs, except ~~$1,104~~$1,192 excess liability insurance premium


Air Products and Chemicals, Inc.		H.B. Fuller Company
Albemarle Corporation		Huntsman Corporation
Ashland Global Holdings, Inc.		Ingevity Corporation
Avient Corporation (formerly PolyOne Corporation)		International Flavors & Fragrances, Inc.
Axalta Coating Systems Ltd.		PPG Industries, Inc.
Cabot Corporation		RPM International, Inc.
Celanese Corporation	~~PPG Industries, Inc.~~	The Chemours Company
CF Industries Holdings, Inc.	~~Praxair, Inc.~~	The Mosaic Company
Eastman Chemical Company	~~RPM International, Inc.~~	The Scotts Miracle-Gro Company
Ecolab Inc.		The ~~Chemours~~Sherwin-Williams Company
Element Solutions, Inc. (formerly Platform Specialty Products Corporation)	~~The Mosaic Company~~
~~FMC Corporation~~	~~The Scotts Miracle-Gro Company~~
~~H.B. Fuller Company~~	~~The Sherwin-Williams Company~~
~~Huntsman Corporation~~	W. R. Grace & Co.
~~Ingevity~~FMC Corporation		Westlake Chemicals Corporation


	Stock Price	Shares Vesting
Below Threshold	<$25.00	0
Threshold	$25.00	125,000
Target	$40.00	250,000
Maximum	$55.00	500,000


2019
2020								2020
Performance Measure	Performance Measure	Weighting	Performance Target (100%)	Performance Threshold (75%)	Performance Maximum (125%)	Actual 2019 Performance	Actual 2019 Payout Percentage	Performance Measure	Weighting	Performance Target (100%)		Performance Threshold (75%)		Performance Maximum (125%)		Actual 2020 Performance		Actual 2020 Payout Percentage
Adjusted EBITDA—Corporate	Adjusted EBITDA—Corporate	50%	$1,252.5	$939.4	$1,565.6	$803.7	0%	Adjusted EBITDA—Corporate	65%	$	776.5	$	582.4	$	970.6	$	543.7	0%
Adjusted Cash Flow—Corporate	Adjusted Cash Flow—Corporate	15%	$374.0	$280.5	$467.5	$180.0	0%	Adjusted Cash Flow—Corporate	15%	$	(382.0)	$	(477.5)	$	(286.5)	$	(537.0)	0%
Adjusted EPS—Corporate		15%	$1.84	$1.38	$2.30	$(0.15)	0%
Adjusted EBITDA—CAPV Division	Adjusted EBITDA—CAPV Division	65%	$1,151.8	$863.9	$1,439.8	$807.1	0%	Adjusted EBITDA—CAPV Division	65%	$	748.6	$	561.5	$	935.8	$	454.9	0%
Adjusted EBITDA—Epoxy Division	Adjusted EBITDA—Epoxy Division	65%	$182.6	$137.0	$228.3	$154.0	44.7%	Adjusted EBITDA—Epoxy Division	65%	$	166.5	$	124.9	$	208.1	$	131.5	37.7%
Adjusted Cash Flow—CAPV & Epoxy (Chemicals)	Adjusted Cash Flow—CAPV & Epoxy (Chemicals)	15%	$945.1	$708.8	$1,181.4	$725.0	8.0%	Adjusted Cash Flow—CAPV & Epoxy (Chemicals)	10%	$	742.5	$	556.9	$	928.1	$	498.9	0%
Working Capital — CAPV & Epoxy (Chemicals)								Working Capital — CAPV & Epoxy (Chemicals)	5%	$	126.2	$	94.7	$	157.8	$	153.2	9.3%
Adjusted EBITDA—Winchester								Adjusted EBITDA—Winchester	65%	$	69.9	$	52.4	$	87.4	$	125.9	130%
Adjusted Cash Flow—Winchester								Adjusted Cash Flow—Winchester	10%	$	73.4	$	55.1	$	91.8	$	147.7	20%
Working Capital — Winchester								Working Capital — Winchester	5%	$	38.3	$	28.7	$	47.9	$	66.7	10%


Performance Goal	Corporate			CAPV			Epoxy
	Possible	Achieved	Possible	Achieved	Possible	Achieved
Operational Goals	5%	5%	9%	9%	9%	9%
Strategic Goals	10%	10%	6%	6%	6%	6%
Safety and Environmental Goals	5%	5%	5%	5%	5%	5%
Total	20%	20%	20%	20%	20%	20%



Why Stock Options?						Why Performance Shares?
•Performance-based because their value is solely tied to Olin’s stock price, which directly correlates to our shareholders’ interests. •Fosters an environment focused on long-term growth and shareholder value creation. •Declines in stock price following the grant of stock options detrimentally impact executive pay (i.e., when a stock option is “underwater” it has no value). •Highly valued by employees; an important retention tool.						•Performance-based both because the number of shares earned depends on performance against pre-defined financial goals and the value of the shares fluctuates based on the stock price. •Motivates decision making that maximizes performance over a multi-year timeframe. •Tied to key financial metrics—relative total shareholder return and net income. •Coordinates the activities of all award recipients (including our NEOs) in support of long-term organizational value enhancement.


NEO	Target Award
John E. Fischer	$	5,750,000
Scott M. Sutton	N/A
Todd A. Slater	$	1,250,000
Pat D. Dawson	$	1,500,000
~~John L. McIntosh~~	~~$1,050,000~~
James A. Varilek	$	1,190,000
Brett A. Flaugher	$	319,000


If Olin’s TSR for a Performance Cycle is:			The number of TSR Performance Shares paid as a percentage of the target TSR Performance Share Award will be:
At the 50^th Percentile of the TSR for the Performance Share Comparison Group			100% of the target number of TSR Performance Shares
Above the 20^th Percentile, but below the 50^th Percentile of the TSR for the Performance Share Comparison Group			25% of the target number of TSR Performance Shares plus 2.5% of the target number of TSR Performance Shares for each incremental percentile position above the 20^th Percentile
At the 20^th Percentile of the TSR for the Performance Share Comparison Group			25% of the target number of TSR Performance Shares
Below the 20^th Percentile of the TSR for the Performance Share Comparison Group			00%


If Olin’s Net Income for a Performance Cycle is:			The number of Net Income Performance Shares paid as a percentage of the target Net Income Performance Share Award will be:
At least 140% of the Net Income Goal			200%
More than 100% but less than 140% of the Net Income Goal			100% of the target number of Net Income Performance Shares plus a proportionate number of target Net Income Performance Shares determined using linear interpolation
100% of the Net Income Goal			100%
More than 60% but less than 100% of the Net Income Goal			50% of the target number of Net Income Performance Shares plus a proportionate number of target Net Income Performance Shares determined using linear interpolation
60% of the Net Income Goal			50%
Less than 60% of the Net Income Goal			00%


Name and Principal Position (a)	Name and Principal Position (a)	Year (b)		Salary ($) (c)				Bonus (1) ($) (d)		Stock Awards (2) ($) (e)				Option Awards (2) ($) (f)				Non-equity Incentive Plan Compensation (3) ($) (g)				Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) (h)				All Other Compensation (5) ($) (i)				Total ($) (j)		Name and Principal Position (a)				Year (b)				Salary ($) (c)					Bonus (1) ($) (d)				Stock Awards (2) ($) (e)					Option Awards (2) ($) (f)					Non-equity Incentive Plan Compensation (3) ($) (g)					Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) (h)					All Other Compensation (5) ($) (i)					Total ($) (j)
John E. Fischer Chairman, President and CEO		2019		$	1,150,000			N/A		$	2,378,340			$	2,927,080			$	299,000			$	68,576			$	331,045			$	7,154,041
			2018			$	1,059,303		N/A			$	1,584,900			$	1,893,570			$	1,531,878			$	—			$	270,692			$	6,340,343
			2017			$	960,000		N/A			$	2,712,855			$	2,777,460			$	1,079,700			$	52,113			$	197,646			$	7,779,774
John E. Fischer Executive Chairman of the Board																																John E. Fischer Executive Chairman of the Board				2020				$	1,150,000				N/A				$	3,532,102				$	2,730,000				$	448,500				$	22,921				$	146,736				$	8,030,259
																																				2019				$	1,150,000				N/A				$	2,378,340				$	2,927,080				$	299,000				$	68,576				$	331,045				$	7,154,041
																																				2018				$	1,059,303				N/A				$	1,584,900				$	1,893,570				$	1,531,878				$	—				$	270,692				$	6,340,343

Scott M. Sutton (6) President and CEO																																Scott M. Sutton (6) President and CEO				2020				$	250,000				N/A				$	1,012,500				$	—				$	—				$	—				$	383,519				$	1,646,019

Todd A. Slater Vice President and CFO	Todd A. Slater Vice President and CFO	2019		$	600,000			N/A		$	516,936			$	636,116			$	95,000			$	66,263			$	120,468			$	2,034,783			Todd A. Slater Vice President and CFO				2020				$	600,000				N/A				$	778,901				$	595,504				$	142,500				$	31,637				$	57,028				$	2,205,570
			2018			$	575,000		N/A			$	396,225			$	480,060			$	511,520			$	—			$	118,586				Todd A. Slater Vice President and CFO					2019				$	600,000				N/A				$	516,936				$	636,116				$	95,000				$	66,263				$	120,468				$	2,034,783
			2017			$	544,000		N/A			$	653,700			$	669,080			$	376,125			$	20,391			$	92,003									2018				$	575,000				N/A				$	396,225				$	480,060				$	511,520				$	—				$	118,586				$	2,081,391

Pat D. Dawson Executive Vice President and President, Epoxy & International	Pat D. Dawson Executive Vice President and President, Epoxy & International	2019		$	695,000			N/A		$	621,192			$	763,880			$	351,198			$	381,005			$	136,333			$	2,948,608	Pat D. Dawson Executive Vice President and President, Epoxy & International					2020				$	695,000				N/A				$	933,612				$	714,532				$	334,088				$	257,389				$	80,968				$	3,015,589
			2018			$	675,000		N/A			$	501,885			$	613,410			$	641,035			$	—			$	1,342,007						Pat D. Dawson Executive Vice President and President, Epoxy & International				2019				$	695,000				N/A				$	621,192				$	763,880				$	351,198				$	381,005				$	136,333				$	2,948,608
			2017			$	655,000		N/A			$	1,078,605			$	1,081,420			$	460,693			$	236,300			$	1,047,520										2018				$	675,000				N/A				$	501,885				$	613,410				$	641,035				$	—				$	1,342,007				$	3,773,337

John L. McIntosh Executive Vice President Synergies and Systems		2019		$	600,000			N/A		$	434,400			$	534,716			$	100,000			$	82,610			$	143,818			$	1,895,544
			2018			$	577,000		N/A			$	343,395			$	408,940			$	511,520			$	—			$	126,492			$	1,967,347
			2017			$	560,000		N/A			$	686,385			$	700,200			$	354,000			$	31,486			$	109,017			$	2,441,088

James A. Varilek Executive Vice President and Chief Operating Officer	James A. Varilek Executive Vice President and Chief Operating Officer	2019		$	609,997			N/A		$	611,044			$	605,696			$	205,260			$	365,644			$	112,381			$	2,510,022	James A. Varilek Executive Vice President and Chief Operating Officer				2020				$	625,000				N/A				$	741,801				$	567,112				$	206,640				$	266,229				$	64,639				$	2,471,421
			2018			$	530,000		N/A			$	343,395			$	408,940			$	401,505			$	—			$	784,614						James A. Varilek Executive Vice President and Chief Operating Officer				2019				$	609,997				N/A				$	611,044				$	605,696				$	205,260				$	365,644				$	112,381				$	2,510,022
			2017			$	487,000		N/A			$	522,960			$	513,480			$	302,600			$	220,795			$	729,798										2018				$	530,000				N/A				$	343,395				$	408,940				$	401,505				$	—				$	784,614				$	2,468,454

Brett A. Flaugher Vice President and President, Winchester																																Brett A. Flaugher Vice President and President, Winchester				2020				$	379,083				$	100,000			$	1,244,524				$	152,152				$	251,100				$	133,000				$	53,026				$	2,312,885
																																				2019				$	362,500				N/A				$	132,492				$	162,240				$	161,955				$	201,895				$	55,052				$	1,076,134
																																				2018				$	350,000				N/A				$	79,245				$	106,680				$	131,283				$	—				$	57,707				$	724,915


NEO	2019 Performance Share / Total	2018 Performance Share	2017 Performance Share
John E. Fischer	$4,756,680 / $4,756,680	$3,169,800	$5,425,710
Todd A. Slater	$1,033,872 / $1,033,872	$ 792,450	$1,307,400
Pat D. Dawson	$1,242,384 / $1,242,384	$1,003,770	$2,157,210
John L. McIntosh	$868,800 / $868,800	$ 686,790	$1,372,770
James A. Varilek	$986,088 / $1,104,088	$ 686,790	$1,045,920


Increase in Present Value of Pension Benefit Under:	Increase in Present Value of Pension Benefit Under:											Increase in Present Value of Pension Benefit Under:

NEO	NEO	Year	Qualified Plan	Supplemental Plan (a)	Senior Plan (a)	NEO	Year	Qualified Plan		Supplemental Plan (a)			Senior Plan (a)

John E. Fischer	John E. Fischer	2019	$68,576	N/A(a)	N/A(a)	John E. Fischer	2020	$	22,921		N/A(a)			N/A(a)
		2018	$(80,393)	N/A(a)	N/A(a)		2019	$	68,576		N/A(a)			N/A(a)
		2017	$52,113	N/A(a)	N/A(a)		2018	$	(80,393)		N/A(a)			N/A(a)

Scott M. Sutton (b)						Scott M. Sutton (b)	2020	N/A			N/A			N/A

Todd A. Slater	Todd A. Slater	2019	$35,234	$31,029(b)	—(b)	Todd A. Slater	2020	$	26,770	$	4,867(c)		$	—(c)
		2018	$(10,822)	—(b)	—(b)		2019	$	35,234	$	31,029(c)		$	—(c)
		2017	$20,391	—(b)	—(b)		2018	$	(10,822)	$	—(c)		$	—(c)

Pat D. Dawson	Pat D. Dawson	2019	$381,005	N/A	N/A	Pat D. Dawson	2020	$	257,389		N/A			N/A
		2018	$(90,800)	N/A	N/A		2019	$	381,005		N/A			N/A
		2017	$236,300	N/A	N/A		2018	$	(90,800)		N/A			N/A

John L. McIntosh		2019	$82,610	N/A(a)	N/A(a)
James A. Varilek						James A. Varilek	2020	$	266,229		N/A			N/A
		2018	$(102,084)	N/A(a)	N/A(a)		2019	$	365,644		N/A			N/A
		2017	$31,486	N/A(a)	N/A(a)		2018	$	(91,610)		N/A			N/A

James A. Varilek		2019	$365,644	N/A	N/A
Brett A. Flaugher						Brett A. Flaugher	2020	$	127,317	$	5,683(c)			N/A
		2018	$(91,610)	N/A	N/A		2019	$	166,434	$	35,462(c)			N/A
		2017	$220,795	N/A	N/A		2018	$	(51,731)	$	—(c)			N/A


Executive Officer	Executive Officer	Life Insurance Premiums (a)		CEOP/Supplemental CEOP–Retirement Account (b)		Perquisites and other Personal Benefits (a)		Other Acquisition- Related Payments (c)		Total		Executive Officer	Life Insurance Premiums (a)		CEOP/Supplemental CEOP–Retirement Account (b)		Perquisites and other Personal Benefits (a)		Other Payments (c)		Total
John E. Fischer	John E. Fischer	$	71,300	$	258,641	$	1,104	N/A		$	331,045	John E. Fischer	$	36,869	$	108,675	$	1,192	$	—	$	146,736
Scott M. Sutton												Scott M. Sutton	$	236	$	18,750	$	1,192	$	363,341	$	383,519
Todd A. Slater	Todd A. Slater	$	6,000	$	113,364	$	1,104	N/A		$	120,468	Todd A. Slater	$	3,711	$	52,125	$	1,192	$	—	$	57,028
Pat D. Dawson	Pat D. Dawson	$	1,145	$	134,084	$	1,104	N/A		$	136,333	Pat D. Dawson	$	1,311	$	78,465	$	1,192	$	—	$	80,968
John L. McIntosh		$	31,700	$	111,014	$	1,104	N/A		$	143,818
James A. Varilek	James A. Varilek	$	1,028	$	106,363	$	1,104	$	3,886	$	112,381	James A. Varilek	$	1,178	$	62,269	$	1,192	$	—	$	64,639
Brett A. Flaugher												Brett A. Flaugher	$	3,656	$	48,078	$	1,292	$	—	$	53,026


Name (a)	Name (a)	Grant Date (b)		Compensation Committee Meeting Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)								Estimated Future Payouts Under Equity Incentive Plan Awards (2)														All Other Stock Awards: Number of Shares of Stock or Units (#) (i)						All Other Option Awards: Number of Securities Underlying Options (#) (3) (j)						Exercise or Base Price of Option Awards ($/ Share) (3) (k)					Grant Date Fair Value of Stock and Option Awards (4) (l)			Name (a)					Grant Date (b)					Compen-sation Committee Meeting Date					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)															Estimated Future Payouts Under Equity Incentive Plan Awards (2)																All Other Stock Awards: Number of Shares of Stock or Units (#) (3) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (4) (j)	Exercise or Base Price of Option Awards ($/ Share) (4) (k)	Grant Date Fair Value of Stock and Option Awards (5) (l)
											Thres hold ($) (c)	Target ($) (d)	Maximum ($) (e)		Threshold (#) (f)		Target (#) (g)	Maxi- mum (#) (h)																																													Grant Date (b)					Compen-sation Committee Meeting Date						Threshold ($) (c)				Target ($) (d)					Maximum ($) (e)					Threshold (#) (f)										Exercise or Base Price of Option Awards ($/ Share) (4) (k)	Grant Date Fair Value of Stock and Option Awards (5) (l)
John E. Fischer	John E. Fischer	2/19/2019		01/24/2019		—	$	1,495,000	$	2,990,000						—									John E. Fischer					01/02/2020						01/02/2020																																						2,000														$	34,100
			2/19/2019		01/24/2019							—	109,500		219,000		—											John E. Fischer					02/18/2020						01/23/2020					—						$	1,495,000					$	2,990,000
			2/19/2019		01/24/2019												—	433,000			$	26.26											02/18/2020						01/23/2020																						—					165,900					331,800																				$	3,498,002
John E. Fischer																				02/18/2020				01/23/2020																																												750,000						$	17.33			$	2,730,000

																			Scott M. Sutton (6)			09/01/2020																											—						250,000					500,000																				$	1,012,500

Todd A. Slater																			Todd A. Slater			01/02/2020				01/02/2020																																								1,040															$	17,732
	Todd A. Slater	2/19/2019		01/24/2019		—	$	475,000	$	950,000						—													02/18/2020						01/23/2020						—					$	475,000					$	950,000
			2/19/2019		01/24/2019							—	23,800		47,600		—									Todd A. Slater					02/18/2020						01/23/2020																						—					36,100					72,200																				$	761,169
			2/19/2019		01/24/2019												—	94,100					$	26.26								02/18/2020						01/23/2020																																										163,600				$	17.33					$	595,504

Pat D. Dawson	Pat D. Dawson	2/19/2019		01/24/2019		—	$	590,000	$	1,180,000						—									Pat D. Dawson				01/02/2020						01/02/2020																																						1,210														$	20,631
			2/19/2019		01/24/2019							—	28,600		57,200		—											Pat D. Dawson					02/18/2020						01/23/2020					—						$	590,000					$	1,180,000
			2/19/2019		01/24/2019												—	113,000					$	26.26									02/18/2020						01/23/2020																						—					43,300					86,600																				$	912,981

John L. McIntosh		2/19/2019		01/24/2019		—	$	500,000	$	1,000,000						—
			2/19/2019		01/24/2019							—	20,000		40,000		—								$	434,400
			2/19/2019		01/24/2019												—	79,100			$	26.26			$	534,716
Pat D. Dawson																			Pat D. Dawson			02/18/2020				01/23/2020																																												196,300						$	17.33			$	714,532

	James A. Varilek	2/19/2019		01/24/2019		—	$	480,000	$	960,000						—												01/02/2020						01/02/2020																																						1,090														$	18,585
			2/19/2019		01/24/2019							—	22,700		45,400		—									James A. Varilek					02/18/2020						01/23/2020					—						$	480,000					$	960,000
James A. Varilek			2/19/2019		01/24/2019												—	89,600					$	26.26				$	605,696					02/18/2020						01/23/2020																						—					34,300					68,600																				$	723,216
			4/01/2019		04/01/2019												5,000								$			118,000					02/18/2020						01/23/2020																																										155,800				$	17.33					$	567,112

																			Brett A. Flaugher			01/02/2020					01/02/2020																																							630															$	10,742
Brett A. Flaugher																						02/18/2020				01/23/2020						—						$	180,000				$	360,000
																						02/18/2020				01/23/2020																							—						9,200					18,400																				$	193,982
																						02/18/2020				01/23/2020																																												41,800						$	17.33			$	152,152
																						02/18/2020				01/23/2020																																							60,000															$	1,039,800

If Olin’s TSR for a Performance Cycle is:

The number of TSR Performance Shares paid as a
percentage of the target TSR Performance
Share Award will be:

At or above the 80^th Percentile of the Performance Share Comparison Group

Above the 50^th Percentile, but below the 80^th Percentile of the TSR for the Performance Share Comparison Group

100% of the target number of TSR Performance Shares plus 3.33% of the target number of TSR Performance Shares for each incremental percentile position above the 50^th Percentile