☐ April 8, 2024 www.virtualshareholdermeeting.com/ECVT2024. 8. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Stockholders of record at the close of business on March If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. PROXY STATEMENT This Proxy Statement provides information for stockholders of This Proxy Statement, the proxy card and the Annual Report to stockholders for the fiscal year ended December 31, 8, 2024. A list of stockholders will be available at our headquarters at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 for a period of at least ten days prior to the Annual Meeting. Beneficial owner of shares held in street name: If your shares are held in a brokerage account or by a bank or other nominee, then you are the “beneficial owner of shares held in street name” and the proxy materials were forwarded to you by your broker, bank or other nominee, who is considered to be the stockholder of record. As a beneficial owner, you have the right to instruct the broker, bank or other nominee holding your shares how to vote your shares. All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. Even if you plan on attending the Annual Meeting then the A broker, bank or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal 4. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposals 1, 2, 3 and 5. 2024. Proposals 1, 2 and 3. No broker non-votes are expected in connection with Proposal 4. Broker non-votes and abstentions will have the same effect as an “against” vote on Proposal 5. The Board has included the proposed declassification of the Board via the Charter Amendment on the ballot for the 2024 annual meeting of stockholders (Proposal 5). If Proposal 5 is approved by our stockholders, we will begin a process of declassifying the Board, which will be completed at the 2027 annual meeting of stockholders. Following the 2027 annual meeting of stockholders, the Board will consist of one class elected to one-year terms. Class III – Directors with Terms Expiring in Annual cash retainers are paid quarterly in arrears. our stock ownership guidelines: Board. trends that impact public company boards. The Chief Executive Officer reviews succession planning and management development with the Board and the Nominating and Corporate Governance Committee on an annual basis. This succession planning includes the development of policies and principles for selection of the Chief Executive Officer, including succession in the event of an emergency or retirement. In general, the Board does not have a policy limiting the number of other public company boards of directors upon which a director may sit. However, the Nominating and Corporate Governance Committee shall consider the number of other boards of directors (or comparable governing bodies), particularly with respect to public companies, on which a prospective nominee is a member. Although the Board does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to membership on the Board and expects that directors devote all such time as is necessary to fulfill their accompanying responsibilities, both in terms of preparation for, and attendance and participation at, meetings. Biographical information concerning Kurt J. Bitting, our The percentage ownership information shown in the table below is based upon 21, 2024. 2023. The below. 2023. Compensation Decision Making Process interest related to the Company. Elements of Compensation in 2023 Base Salary Annual Performance-Based Cash Awards – The Stock Ownership Guidelines for Executive Officers Prior to January 1, 2018, certain compensation that qualified as “performance-based” was exempted from the above deductibility limits under Section 162(m). However, the Tax Cuts and Jobs Act of 2017 generally eliminated the performance-based compensation exception, with certain limited grandfathering TABLE OF CONTENTS Retirement Plan Benefits the board of directors of Ecovyst Advanced Materials and Catalysts LLC. lump sum on the first to occur of the participant’s separation from service or disability, provided that distributions to “key employees” within the meaning of Section 416(i) of the Internal Revenue Code as of the date of the participant’s separation from service will not be made until six (6) months after the participant’s separation from service or, if earlier, the participant’s death. IN THE FUTURE We last held a stockholder advisory vote on the frequency of say-on-pay proposals in 2018, when stockholders recommended that a stockholder advisory votes on executive compensation occur every year. The Board has included a stockholder advisory vote on executive compensation on the annual meeting ballot each year since 2018. SEC. The Audit Committee pre-approves all audit services and all permitted non-audit services, including engagement fees and terms, to be provided by the independent auditors. Our policies prohibit www.ecovyst.com. www.equiniti.com. At the time of mailing of this Proxy Statement, we do not know of any other matter that may come before the Annual Meeting and do not intend to present any other matter. However, if any other matters properly come before the meeting or any adjournment, the persons named as proxies will have discretionary authority to vote the shares represented by the proxies in accordance with their own judgment, including the authority to vote to adjourn the meeting. CERTIFICATE OF AMENDMENToooooPQ GROUP HOLDINGS INC.No fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: oFee paid previously with preliminary materials.oCheck 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: 
5, 201820182024 Annual Meeting of Stockholders on Friday,Wednesday, May 4, 2018,8, 2024 at 10:008:30 a.m. (Eastern Time), to be heldconducted exclusively via live webcast at our offices at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355.4th.
James F. GentilcoreChairman, President
20182024 PROXY STATEMENT 
20182024 Annual Meeting of Stockholders (the “Annual Meeting”) of PQ Group HoldingsEcovyst Inc. (the “Company”) will be helda virtual meeting conducted exclusively via live webcast at our officeswww.virtualshareholdermeeting.com/ECVT2024 on Wednesday, May 8, 2024 at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 on Friday, May 4, 2018, at 10:008:30 a.m. (Eastern Time) for the following purposes as further described in the proxy statementProxy Statement accompanying this notice:the say-on-pay proposaladvisory votes on executive compensation in the future.2018.2024.29, 201821, 2024 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.To attend the Annual Meeting, you must demonstrate that you were a PQ stockholder as of the close of business on March 29, 2018, orvalid proxy for the Annual Meetingvirtual annual meeting in 2024 in order to facilitate stockholder attendance and participation by enabling stockholders to participate from such a stockholder. The proxy card includes an admission ticketany location and at no cost. You will be able to attend the Annual Meeting. You may alternatively present a brokerage statement showing proof ofmeeting online, vote your ownership of PQ stock as of March 29, 2018. All stockholders must also present a valid form of government-issued picture identificationshares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ECVT2024. To participate in orderthe virtual meeting, you will need the control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 8:30 a.m. (Eastern Time). We encourage you to attend. Pleaseaccess the meeting prior to the start time. Online check-in will begin at 8:15 a.m. (Eastern Time), and you should allow additionalample time for thesethe check-in procedures.
5, 201820182024 PROXY STATEMENT 20182024 PROXY STATEMENT PQ GROUP HOLDINGS INC.20184, 201810:008, 2024INTRODUCTIONPQ Group HoldingsEcovyst Inc. (“we,” “us,” “our,” “PQ”“Ecovyst” and the “Company”), as part of the solicitation of proxies by the Company and its board of directors (the “Board”) from holders of the outstanding shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for use at the Company’s annual meeting of stockholders to be held as a virtual meeting conducted exclusively via live webcast at our officeswww.virtualshareholdermeeting.com/ECVT2024 on Wednesday, May 8, 2024 at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 on Friday, May 4, 2018 at 10:008:30 a.m. (Eastern Time), and at any adjournments or postponements thereof (the “Annual Meeting”).1. To elect the three Class I director nominees specifically named in this Proxy Statement, each to serve for a term of three years (Proposal 1). 2. To hold an advisory vote on the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”) (Proposal 2). 3. To hold an advisory vote on the frequency of the say-on-pay proposaladvisory votes on executive compensation in the future (Proposal 3).4. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 20182024 (Proposal 4).5. 5.To amend the Second Restated Certificate of Incorporation, as amended and corrected (the “Charter”), to declassify the Board of Directors (the “Board”) of the Company (the “Charter Amendment”) (Proposal 5).6. To consider any other business properly brought before the Annual Meeting. 20172023 are being first mailed to stockholders on or about April 5, 2018.4, 2018:8, 2024: THIS PROXY STATEMENT, ANDTHE ANNUAL20172023 ARE AVAILABLE AT WWW.PROXYVOTE.COM.20182024 PROXY STATEMENT take placebe a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ECVT2024 on May 4, 20188, 2024 at our offices at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 at 10:008:30 a.m. (Eastern Time). Stockholders are invited to participate inattend the Annual Meeting online and are requested to vote on the proposals described herein.fourfive proposals scheduled to be voted on at the Annual Meeting:theThe election of the three Class I director nominees specifically named in this Proxy Statement, each to serve for a term of three years;anAn advisory vote on the say-on-pay proposal;anAn advisory vote on the frequency of the say-on-pay proposaladvisory votes on executive compensation in the future; andtheThe ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018.2024; and29, 2018.21, 2024. You may cast one vote per share, including shares (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a broker, bank, or other nominee. The proxy card will indicate the number of shares that you are entitled to vote. 29, 2018,21, 2024, there were 135,240,866116,991,445 shares of Common Stock outstanding, all of which are entitled to be voted at the Annual Meeting.Meeting and at the Annual Meeting for examination by any stockholder.PQ’sEcovyst’s transfer agent, American Stock Transfer andEquiniti Trust Company, LLC, you are the stockholder of record with respect to those shares and the proxy materials were sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individualsindividual named on the proxy card and to vote at the Annual Meeting.2 2018 PROXY STATEMENTIn Person. You may vote in person at the Annual Meeting by requesting a ballot from an usher. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the broker, bank or other nominee that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the broker, bank or other nominee that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copy of the legal proxy to the Annual Meeting. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election.• • • • Phone. You may vote by proxy by calling the toll free number found on your proxy card. The availability of phone voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares.Mail. You may vote by proxy by filling out your proxy card and returning it in the envelope provided.in person,online, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.In Person. You may revoke your proxy and change your vote by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to PQ’s Secretary at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355.Online. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card received prior to the Annual Meeting will be counted.• • • • 20182024 PROXY STATEMENT personsperson named as proxy holders,holder, Joseph S. Koscinski, and William J. Sichko, Jr., will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as theyhe may determine in theirhis best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.20182024 (Proposal 4). andthe say-on-pay proposaladvisory votes on executive compensation in the future (Proposal 3); andthrough 3.in persononline or by proxy, of the holders of Common Stock representing a majority of the shares outstanding and entitled to vote for the election of directors is necessary to constitute a quorum for all purposes.the say-on-pay proposaladvisory votes on executive compensation in the future.Because this proposal also calls for a non-binding, advisory vote, there is no “required” vote that would constitute approval. If none of the frequency options receives the vote of a majority of the votes cast on the matter, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. 20182024 PROXY STATEMENT 2018.each proposal.salaries.compensation. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these personsbanks, brokers and other custodians for their expenses in doing so.(610) 651-4216(484) 617-1200 or send an email to PQGIR@pqcorp.com.20182024 PROXY STATEMENT 
PQ currently consisting of three directors with terms expiring in 20182024 (Class I), fourthree directors with terms expiring in 20192025 (Class II), and fourthree directors with terms expiring in 20202026 (Class III). AtCurrently, at each annual meeting of stockholders, directors in one class are elected for a full term of three years to succeed those directors whose terms are expiring. Greg Brenneman, Jonny GinnsAnna C. Catalano, Sarah Lorance and Kyle Vann are the current Class I directors whose terms expire at the Annual Meeting. Mr. Vann has decided not to stand for re-election in accordance with the Board’s Director Retirement Policy.re-elect, Messrs. Brenneman, Ginnselect, Ms. Catalano and VannMs. Lorance for three-year terms expiring at our 20212027 annual meeting of stockholders. The Board has also nominated Donald Althoff for election as a Class I director for a three-year term expiring at our 2027 annual meeting of stockholders.20212027 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal.All of our nominees have served previously on our Board, which has provided them with significant exposure to both our business and the industry in which we compete. boardBoard service, and we have highlighted particularly noteworthy attributes for each director in the individual biographies below.position,class, as of AprilMarch 1, 2018,2024, of individuals who currently serve as directors on our Board. James F. GentilcoreAnna C. Catalano 6564Chairman of the Board, President and Chief Executive OfficerGreg Brenneman56 Timothy WalshSarah Lorance 5450 Mark McFaddenKyle Vann 4076 Robert Toth57Director 7076 Andrew CurrieSusan F. Ward 6263 Jonny GinnsBryan K. Brown 4456 Kyle VannClass II70Director Martin CraigheadKevin M. Fogarty DirectorNon-Executive Chairman Kimberly RossKurt J. Bitting 5248 20182024 PROXY STATEMENT 20182024 
GREG BRENNEMAN
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64 Greg BrennemanAnna C. Catalano has served on our Board since 2014. Mr. Brenneman is the Executive ChairmanJuly 2022. Ms. Catalano has over 30 years of CCMP Capital Advisors, LP (“CCMP”)business experience, including senior roles at BP plc and is a memberits predecessor company, Amoco Corporation, until her retirement in 2003 and two decades of the firm’s Investment Committee. Prior to joining CCMP in October 2008, Mr. Brenneman served as the Chief Executive Officer of QCE Holdings LLC (“Quiznos”), a U.S. quick service restaurant chain, from January 2007 untilpublic and private board service. In September 2008, she co-founded The World Innovation Network, a nonprofit network of innovators to work toward global prosperity, and as the President of Quiznos from January 2007continued to work with that organization until November 2007. He also served as the Executive Chairman from 2008 to 2009. Prior to joining Quiznos, Mr. Brenneman was the Chairman and Chief Executive Officer of Burger King Corporation from 2004 to 2006. Prior to joining Burger King, Mr. Brenneman was named the President and Chief Executive Officer of PwC Consulting in June 2002. Mr. Brenneman joined Continental Airlines in 1995 as the President and Chief Operating Officer and as a member of its board of directors. In 1994, Mr. Brenneman founded Turnworks, Inc., his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Mr. Brenneman was a Vice President for Bain and Company. Mr. Brenneman currently serves on the board of directors of The Home Depot, Inc. and Baker Hughes, a GE Company. Mr. Brenneman previously2021. Since 2017, she has served on the board of directors of Milacron Holdings Corp.HF Sinclair Corporation, where she is a member of the Nominating, Governance and Social Responsibility and Compensation Committees. Since 2018, she has served on the board of directors of Frontdoor, Inc., where she is the chair of the Compensation Committee. Since May 2022, she has served on the board of directors of Hexion, Inc. Previously, she served on the boards of directors of Willis Towers Watson from 2012June 2006 until 2017, Automatic Data Processing, Inc. from 2001 until 2014 and Francesca’s HoldingJune 2022, Kraton Corporation from September 2011 until March 2022, Mead Johnson Nutrition from May 2010 until 2015.June 2017 and Chemtura Corporation from March 2011 until May 2017. Because of his leadershipher experience over 20 yearsin, and knowledge of, business experiencethe refining sector, including with respect to both traditional and renewable fuels, and extensive experience serving as both a public and private company director, we believe Mr. BrennemanMs. Catalano is well qualified to serve on our Board. 
JONNY GINNSAge: 44Independent DirectorJonny Ginns has served on our Board since 2010. Mr. Ginns joined INEOS Group, an affiliate of INEOS Investments Partnership (“INEOS”) in 2006 as the Group General Counsel, having worked as an external lawyer for a number of years before that. He has experience across a wide range of fields, including mergers & acquisitions, disposals, joint ventures, litigation, finance and employee benefits, and acts as a director for a number of INEOS entities. Because of his significant core business skills, including financial and strategic planning, we believe Mr. Ginns is well qualified to serve on our Board. 
KYLE VANNAge: 70Independent Directoris an Executive Advisor to CCMP since October 2012 and has provided consulting services to Entergy Corporation since 2005.between January 2005 and October 2020. He also served for 25 years in various senior leadership positions at Koch Industries, including as the Chief Executive Officer of Entergy-Koch LP, a joint venture between Koch Industries and Entergy Corporation. Before joining Koch Industries, Mr. Vann worked at Humble Oil and Refining Company (which later became part of Exxon) as a refinery engineer. Mr. Vann formerly served on the board of directors of EnLink Midstream, LLC from January 2019 until March 2023. From 2006 to January 2019, he served on the boards of EnLink Midstream Partners LP. and Legacy Reserves LP. Mr. Vann is not standing for re-election to the Board in accordance with the Board’s Retirement Policy. 
EnLink Midstream Partners LPVSP Vision since January 2024, where she is a member of the Finance and Legacy Reserves LP. BecauseAudit Committees. Ms. Lorance also currently serves on the board of his extensive experiencedirectors of the Knoebel Institute of Healthy Aging at the University of Denver since September 2023, where she is an Advisory Board Member. She holds a B.B.A. degree in explorationAccounting from the University of Iowa. She also is a certified public accountant and production, midstream, energy services and trading, we believe Mr. Vann is well qualifiedNACD Directorship Certified®. She was appointed to serve on our Board.the Board as a result of her finance, risk management, compliance and general business experience.2018(1)Mr. Vann is not related to George Vann, our Vice President and President - Ecoservices. 20192025 
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76 world leading global catalyst company. From 2003 until 2017, Mr. Coxon served as the Chairman of the UK CenterCentre for Process Innovation, an international research center in printable electronics, bio-processing and low carbon energy. Mr. Coxon previously served on the board of directors of AZ Electronic Materials SA, Jiangsu Sinorgchem Technology Co., Ltd., Ensus Ltd. and Stahl Holdings BV. Because of his extensive experience in the chemicals sector, we believe Mr. Coxon is well qualified to serve on our Board. 
MARK MCFADDEN
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63 Mark McFaddenSusan F. Ward has served on our Board since 2016. Mr. McFadden is2020. A respected accounting professional, Ms. Ward spent 27 years serving in a Managing Directorvariety of CCMP and focuses on making investmentsroles at United Parcel Service, Inc., most recently as its Chief Accounting Officer from 2015 until her retirement in the industrial sector.August 2019. Prior to joining CCMP upon its formationher tenure at UPS, Ms. Ward spent 10 years at Ernst & Young in August 2006, Mr. McFadden was with J.P. Morgan Partners, LLC between 2002 and 2006. Prior to that, Mr. McFadden was an investment banking analyst at Credit Suisse First Boston and Bowles Hollowell Conner. Mr. McFadden currently servesAssurance Services. Ms. Ward has served on the board of directorsSaia, Inc. since November 2019 and currently serves as the chairperson of Milacron Holdings Corp. Becauseits Audit Committee. Since September 2021, she also has served as a member of his extensive experience in the industrial sectorboard of Global Business Travel Group, Inc., where she also serves as chairperson of its Audit Committee and his significant experience in,as a member of its Risk Management and knowledge of, corporate finance and strategic development, we believe Mr. McFadden is well qualifiedCompliance Committee. She was elected to serve onas a member of our Board.Board as a result of her years of experience as a senior financial executive of a multi-national business, as well as her public accounting experience. 
KIMBERLY ROSS
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56 Kimberly RossBryan K. Brown has served on our Board since 2017. Ms. RossApril 2022. Mr. Brown has served as the Senior Vice President and Chiefa partner at Jones Day in its Financial Officer of Baker Hughes Incorporated, a supplier of oilfield services from 2014 to 2017.Markets – Capital Markets practice since 2019. Prior to joining Baker Hughes Incorporated in November 2014, Ms. RossJones Day, Mr. Brown served as the Executive Vice Presidenta partner at Reed Smith from November 2013 to April 2019, at Thompson Knight from March 2012 to November 2013, and Chief Financial OfficerPorter Hedges from May 1998 to February 2012. Mr. Brown currently serves as a member of Avon Products Incorporated, a manufacturer of beauty products, from 2011 to 2014. Prior to joining Avon Products, Ms. Ross was an Executive Vice President and the Chief Financial Officer of Royal Ahold N.V., a food retailer, from 2007 to 2011 and held various other finance positions with Royal Ahold N.V. from 2001 to 2007. Ms. Ross serves on the board of directorsadvisors of the College of Business at Sam Houston University and The John Cooper School, where he is a member of the audit committeeAudit Committee. Prior to entering private practice, Mr. Brown worked at the Division of Chubb Limited.Corporate Finance at the U.S. Securities and Exchange Commission. Mr. Brown is an active member of the National Association of Corporate Directors (“NACD”), and has completed NACD Directorship Certified® program. Because of herhis extensive financial expertiseexperience advising public companies and his extensive leadership experience, we believe Ms. Rossthat Mr. Brown is well qualified to serve on our Board. 20182024 PROXY STATEMENT 
ROBERT TOTHAge: 57Independent DirectorRobert Toth has served on our Board since 2016. Mr. Toth is a Managing Director of CCMP. Prior to joining CCMP in 2016, Mr. Toth served as the Chief Executive Officer and President of Polypore International, Inc., a leading global high technology filtration company specializing in microporous membranes, since 2005, during which time Polypore transitioned from a private to a public company via a successful IPO in 2007 and was ultimately acquired in 2015. Mr. Toth was previously the President and Chief Executive Officer and a member of the board of directors of CP Kelco ApS, a global leader in the specialty hydrocolloids market. Prior to joining CP Kelco in 2001, Mr. Toth spent 19 years at Monsanto Company and Solutia Inc. where he held a variety of managerial and executive roles. Mr. Toth currently serves on the board of directors of Materion Corporation and SPX Corporation. Mr. Toth previously served on the board of directors of Polypore International, Inc. from 2005 until 2015. Because of his extensive leadership experience and past service as a public company director, we believe Mr. Toth is well qualified to serve on our Board.2020 
JAMES F. GENTILCOREAge: 65Director, Chairman, President and CEO James F. Gentilcore became a director and our President in July 2016 and became our chairman of the Board in December 2017. Mr. Gentilcore most recently served as an Executive Advisor to CCMP from April 2014 to June 2016. He previously served as Chief Executive Officer of Edwards Group Limited, a developer and manufacturer of vacuum products, abatement systems and related services, from March 2013 to January 2014, and as a director from December 2007 until January 2014. Prior to that, he was the Chief Executive Officer of EPAC Technologies Inc., a logistics technology solutions company, from January 2009 until March 2011. Mr. Gentilcore also served as Chief Operating Officer of Brooks Automation Inc., a position he held from November 2005 until November 2007, after leading the merger between Brooks and Helix Technology Corp., where he had been the Chief Executive Officer from December 2002 until October 2005. Prior to that, Mr. Gentilcore was the Chief Operating Officer of Advanced Energy Industries, Inc. Earlier in his career, he spent 10 years in the electronics materials industry with Air Products Inc., serving in various business development and operational roles. Mr. Gentilcore currently serves on the board of directors of Entegris, Inc. and Milacron Holdings Corp. and previously served as a member of the board of directors of KMG Chemicals Inc. from May 2014 to December 2016. Because of his more than 40 years of management experience and his current leadership of the company as our President and Chief Executive Officer, we believe Mr. Gentilcore is well qualified to serve on our Board. 2018 PROXY STATEMENT 9 
MARTIN CRAIGHEADAge: 58Independent DirectorMartin CraigheadKurt J. Bitting has served on our Board since 2017.April 2022. Mr. Craighead served as theBitting became our Chief Executive Officer of Baker Hughes Incorporated, a supplier of oilfield services, from 2012in April 2022. Prior to 2017. He has alsothat, he served as ChairmanVice President and President—Ecoservices (formerly Refining Services) beginning in March 2019. From September 2017 until February 2019, Mr. Bitting served as Vice President of Eco Services. Between May 2016 and August 2017, he was Business Director in the board of directors of Baker Hughes Incorporated from 2013Eco Services business. Mr. Bitting also previously held management positions at Kinder Morgan, Inc., Sprint Corporation, Solvay USA Inc. and Eco Services Operations LLC. Mr. Bitting began his career in the U.S. Army where he served as a Company Commander in the 10th Mountain Division. Mr. Bitting was elected to 2017 and wasserve as a member of their board of directors from 2011 until 2017. Mr. Craighead currently serves on the board of directors of Baker Hughes, a GE company, following the combination of Baker Hughes with GE’s oil and gas business. He first joined Baker Hughes Incorporated in 1986 and was its Chief Operating Officer from 2009Board due to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Because of his industry expertise in the energy sector and extensive management experience, we believe Mr. Craighead is well qualified to serve on our Board.and leadership experience. 
ANDREW CURRIE
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53 Andrew CurrieDavid A. Bradley has served on our Board since 2008.April 2022. Since March 2019, Mr. CurrieBradley has served as the President and Chief Executive Officer and member of the board of directors of SI Group. Prior to joining SI Group, Mr. Bradley served as President and CEO and member of the board of directors of Nexeo Solutions between 2011 and 2019. Prior to that, Mr. Bradley spent seven years at Kraton Corporation, where he held several executive positions, including Chief Operating Officer, Vice President of Global Operations, and Vice President of Business Transformation. Since 2019, he also has been a director of INEOS since 1999, a partner of INEOS since 2000 and a director of INEOS AG since March 2010 when the ownershipmember of the INEOS business was transferred to Switzerland. He was previously a Managing Directorboard of Laporte Performance Chemicals, having served as a directordirectors of the Inspec Group from 1994 until the Laporte acquisition of Inspec in 1998. Mr. Currie spent the first 15 yearsSouth Texas Truck Centers LLP. Because of his career with BP Chemicals in various technical and business management functions. Because of hisextensive experience in the chemicals sector and his significant core business skills, including financialextensive management and strategic planning,leadership experience, we believe Mr. CurrieBradley is well qualified to serve on our Board. 
TIMOTHY WALSH
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58 Timothy Walsh hasKevin M. Fogarty became a director and our Chairman in April 2022 and he became chairman of our Nominating and Corporate Governance Committee in July 2022, serving in that position until December 31, 2023. From January 2008 until March 2022, Mr. Fogarty served on our Board since 2014. Mr. Walsh is theas Kraton Corporation’s President and Chief Executive Officer and as a member of CCMPits board of directors from September 2009 until March 2022. From May 2005 to December 2007, he served as Kraton’s Executive Vice President of Global Sales and Marketing. From May 2004 to April 2005, Mr. Fogarty served as President, Polymers and Resins, of Invista. From 1991 to April 2004, Mr. Fogarty held a variety of roles within the Koch Industries, Inc. family of companies. Mr. Fogarty serves as Chairman of the board of directors of P.H. Glatfelter Company, where he also is a member of the firm’s Investmentits Compensation Committee and formerly served on its Nominating and Corporate Governance Committee. Mr. Walsh focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. Walsh was with J.P. Morgan Partners, LLC and its predecessors from 1993 until 2006. Prior to that, Mr. Walsh worked on various industry-focused client teams within The Chase Manhattan Corporation. Mr. Walsh currently servesSince 2022, he also has served on the board of directors of Milacron Holdings Corp.OPAL Fuels Inc., where he also serves on its Audit and previouslyCompensation Committees. He formerly has served as a memberdirector of the board of directors of Generac Holdings Inc. from 2006 until 2016.American Chemistry Council. Because of his knowledge ofextensive experience in the industrialchemicals sector and his extensive experience in businessmanagement and finance,leadership experience, we believe Mr. WalshFogarty is well qualified to serve on our Board.10 20182024 PROXY STATEMENT connectionaccordance with our non-employee director compensation policy, which has been in place since the time of our initial public offering, we adopted a non-employee director compensation policy setting forth the compensation of our independent non-employee directors effective beginning immediately following our initial public offering. Pursuant to such policy, each of our non-employee directors who is not an employee of CCMP Capital Advisors L.P. (“CCMP”) or INEOS Limited (“INEOS”) is compensated as follows:audit committeeAudit Committee receives an additional annual cash retainer of $20,000. Each annual retainer is paid quarterly in arrears.a writtenan award agreement between each director and us, which generally provides for vesting after one year of continued service as a director or upon an earlier occurrence of a change in control.PQ Group HoldingsEcovyst Inc. 2017 Omnibus Incentive Plan, as amended and restated (the “2017 Plan”).2017, prior to our initial public offering, Mr. Coxon, as an independent non-employee director, was paid an annual cash fee and an additional fee for his service as chairperson of the Health, Safety and Environment Committee of our Board in the amounts set forth above.Other than to Mr. Boyce, in 20172023, we did not pay any additional remuneration for director service to any of our directors who were either our officers or who were employees of CCMP or employees of INEOS. However, all directors were reimbursed for reasonable travel and lodging expenses incurred to attend meetings of our Board or a committeecommittees thereof.August 15, 2017,January 16, 2023, the Company granted 20,325 restricted stock units to each of our two newly appointed directors, Mr. CraigheadMessrs. Bradley, Brown, Coxon and Vann and to Ms. Catalano and Ms. Ross, 12,375 restricted shares.Ward. Each award vestsvested subject to the director’s continued service through January 5, 2024 (or upon an earlier occurrence of a change in control). The Compensation Committee also approved, and the Company granted on January 16, 2023, 1,016 shares of stock to each of Messrs. Brown, Coxon and Vann for their service on the Special Repurchase Committee of the director throughBoard and 2,033 shares of stock to Ms. Ward for her service as Chair of the first anniversary of his or her appointment to our BoardSpecial Repurchase Committee. In addition, on July 12, 2017.In connection with our initial public offering, Mr. Coxon and Mr. Vann were each awarded 11,786January 16, 2023 the Company granted 40,650 restricted stock units which awards vestto Mr. Fogarty, consisting of 20,325 restricted stock units for his service on the first anniversaryBoard and 20,325 restricted stock units as a part of the datefee differential for his service as Non-Executive Chair of grant,the Board. Each award of restricted stock unit vested subject to the director’s continued service asthrough January 5, 2024 (or upon an earlier occurrence of a director, and Mr. Boyce received a grant of 21,607 shares that was fully vested on the date of grant.Retirement of Mr. BoyceMr. Boyce retired as the ChairmanBoardnon-employee directors is expected to have ownership of Company stock in an amount equal to at least $625,000. Non-employee directors subject to the conclusion of our December 2017 Board meeting.Priorguidelines have five years to his retirement, Mr. Boyce had been partyachieve the required ownership levels and, until they satisfy their ownership requirements, are subject to an agreementa holding requirement with the Company pursuant to which he received an annual base salary of $357,500, which was equalrespect to 50% of the annual base salary he received atshares they acquire upon the timevesting or exercise of his resignation as Chief Executive Officer, as well asequity-based awards (on an annual incentive bonus with a target of 100% of his annual base salary, basedafter-tax basis). Non-employee directors who do not receive compensation for their service on the Company’s achievement of financial performance goals established by our Board or the Compensation Committee. As a member of our Board, Mr. Boyce participated in the determination of the objective financial targets upon which payments under the PQIP, our annual incentive plan, were based, but Mr. Boyce didare not otherwise participate in the determination of the level of compensation he was awarded. Until his retirement, Mr. Boyce remained eligiblesubject to participate in any employee benefit plans and programs maintained by the Company, to the extent permitted under the applicable plans. Any equity awards he held at the time he ceased to be our Chief Executive Officer continued to vest based on his services as Chairman.201810 11 On August 31, 2017, Mr. Boyce entered into a severance and release agreement with us setting forthterms and conditionsownership of his retirement in December 2017. Subject to his continued compliance with the restrictive covenants set forth in his agreement, upon his retirement, Mr. Boyce received a lump sum severance payment equal to $1,430,000, which represents two times the amountour Common Stock as of his base salary and target annual incentive bonus, and he will receive his 2017 annual incentive bonus of $223,438 in accordance with the terms of the PQIP. Mr. Boyce is also entitled to continued participation in the Company’s health plan at active employee rates for 24 months. In addition, for the period January 1, 2018 through and including December 31, 2019, all unvested equity awards held2023 by Mr. Boyce will continueour non-employee directors who were serving on our Board as of December 31, 2023 and who are subject to be eligible to vest pursuant to the terms of the award agreements and equity incentive plans governing such unvested awards. (1) Calculated using the average closing price of $9.52 during the 90-day period preceding December 31, 2023, in accordance with the terms of our stock ownership guidelines. Ownership multiples are rounded to the nearest one-hundredth. (2) Ms. Catalano joined our Board on July 27, 2022 and therefore has until July 27, 2027 to satisfy the stock ownership requirement. (3) Mr. Bradley joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement. (4) Mr. Brown joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement. (5) Mr. Fogarty joined our Board on April 27, 2022 and therefore has until April 27, 2027 to satisfy the stock ownership requirement, although he satisfied the requirement as of December 31, 2023. (6) Ms. Ward joined our Board on June 1, 2020 and therefore has until June 1, 2025 to satisfy the stock ownership requirement, although she satisfied the requirement as of December 31, 2023. 2017. Mr. Gentilcore does not receive any additional compensation for his services as a director and his compensation as an employee is reflected in the 2017 Summary Compensation Table.2023. Directors who arewere employees of CCMP or INEOS dodid not receive compensation.
or Paid
in Cash
($)(2)
Awards
($)(3)(4)
Incentive Plan
Compensation
($)(5)
Compensation
($)(6)
($) (1) (1)Mr. Behrens resigned as a member of our Board on September 18, 2017. Mr. Boyce resigned as a member of our Board on December 12, 2017.(2)Mr. Boyce received compensation for his service as Chairman pursuant to the agreementAs described above. Mr.above, Ms. Ward and Messrs. Fogarty, Bradley and Coxon and Ms. Ross received an additional annual retainer for their servicesservice as committee chairs. Ms. Ward served as chair of the Audit Committee and received an additional retainer of $20,000 for such service. Mr. Fogarty served as chair of the Nominating and Corporate Governance Committee and received an additional annual retainer of $15,000 for such service. Mr. Bradley served as chair of the Compensation Committee beginning on May 10, 2023 and is entitled to receive an additional annual retainer of $15,000 for such service. The actual amount paid to Mr. Bradley for his service as chair of the Compensation Committee in 2023 was $9,642.86. Mr. Coxon served as the chair of the Health, Safety, Environment and EnvironmentSecurity Committee and Ms. Ross servedreceived an additional retainer of $15,000 for such service. As described above, Mr. Fogarty receives the standard director pay package outlined above plus a $250,000 annual fee differential for his service as chairNon-Executive Chairman. The fee differential is paid in the form of the Audit Committee beginning on July 12, 2017.an additional annual cash retainer of $50,000 and additional restricted stock units with a grant date fair value of $200,000.(2) (3)SECSecurities and Exchange Commission (“SEC”) rules, amounts shown present the aggregate grant date fair value of restricted share and restricted stock unit and stock awards granted to our non-employee directors during 2017,2023, calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures.(4)As For information on the valuation assumptions made in the calculation of these amounts, refer to Note 21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2017, the following directors held outstanding stock options: Mr. Boyce, 380,765, and Mr. Vann, 7,618; the following directors held outstanding restricted shares: Mr. Boyce 12,375,2023.(3) On March 7, 2023, Mr. Coxon forfeited 25,476 Mr. Craighead, 12,375, and Ms. Ross, 12,375; and the following directors held outstandingunvested restricted stock units: Mr. Coxon, 11,786, and Mr. Vann, 11,786.(5)Represents amounts paid to Mr. Boyce under the Company’s performance-based annual incentive plan, the PQIP. Pursuantshares due to the terms of his agreement described above, Mr. Boyce’s target annual bonus for 2017 was 100% of his 2017 base salary. The actual award payable for 2017 to Mr. Boyce was based on the achievementfailure of the EBITDA targetsperformance condition associated with such restricted shares.(4) As an employee of INEOS and in accordance with our non-employee director compensation policy, Mr. Ginns did not receive compensation for his service on our Board in 2023. Mr. Ginns resigned from the two operating segments: 50% Performance Materials & Chemicals Group and 50% Environmental Catalysts & Services Group pursuant to the same formula and basedBoard effective on the same financial targets and achievement levels under which the named executive officers earned their PQIP awards, all as discussed above under “Annual Performance-Based Cash Award – The PQIP”.December 31, 2023.(5) (6)IncludesAs an employee of CCMP and in accordance with our non-employee director compensation policy, Mr. Walsh did not receive compensation for his service on our Board in 2023. Mr. Walsh resigned from the Company’s matching contribution under the 401(k) plan ($8,100), the Company’s 4% contribution under the 401(k) plan ($10,800), the Company’s contribution to the PRA SERP ($21,579), and amounts in respect of tax preparation services ($44,676).Board effective on May 10, 2023.12 20182024 PROXY STATEMENT 
2017, our2023, the Board held five5 meetings and actedalso approved certain actions by unanimous written consent ten times.consent. During 2017,2023, each director attended 100% of Board meetings that were held and among committee meetings conducted in 2023, 100% attendance occurred at leastall but one of such meetings. As such, each director attended more than 75% of the Boardtotal number of meetings and the total meetings held by all of the Board and its applicable committees on which he or shesuch directors served during the periods that he or she served.in 2023. We encourage, but do not require, our directors to attend annual meetings of stockholders and all directors attended our 2023 annual meeting of stockholders.non-employeesuch directors to discuss issues of importance to the Company, including the business and affairs of the Company as well asand matters concerning management, without any member of management present. The Board has not formally selected a director to presideAs noted above, Mr. Fogarty presides over all such meetings. During 2023, the non-employee and independent directors met without management present at all meetingseach of non-management directors. Instead, atthe five regularly scheduled meetings of the non-management directors, the attendees designate a chairperson for each meeting.addition, the Corporate Governance Guidelines providean effort to ensure that the independentBoard members of the Board meet in executive session at least once per year at which only independent directors are present.Committees and Committee CompositionDuring fiscal 2017, the Board had four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Health, Safety and Environment Committee. The members of each committee are appointed by the Board and serve until their successor is elected and qualified, unless they are earlier removed or resign. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. The table below provideshave adequate information about the membership of these committees during fiscal 2017:
and
Corporate
Governance(1)
and
Environment*Committee Chairperson(1)The Nominating and Corporate Governance Committee was formed in September 2017 in connection with our initial public offering.(2)Mr. Ginns served on the Audit Committee until December 2017. At that time, Mr. Coxon joined the committee.(3)Mr. Currie served on the Health, Safety and Environment Committee until December 2017. At that time, Mr. Ginns joined the committee.(4)Mr. Boyce resigned from the Board and from the Compensation Committee in December 2017.2018 PROXY STATEMENT 13 Audit Committee — The Audit Committee’s purpose, roles and responsibilities are set forth in a written charter adopted by our Board, which can be found in the Investors section of our website at www.pqcorp.com under “Corporate Governance.” The Audit Committee’s primary duties and responsibilities are to:appoint or replace, compensate and oversee the outside auditors, who will report directly to the Audit Committee, for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, subject to de minimis exceptions that are approved by the Audit Committee prior to the completion of the audit;review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the selection, application and disclosure of critical accounting policies and practices used in such financial statements; anddiscuss with management and the outside auditors any significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles, any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies.The Audit Committee currently consists of Kimberly Ross, Mark McFadden and Robert Coxon, with Ms. Ross serving as chairperson of the committee. Our Board has determined that Ms. Ross and Mr. Coxon each meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the governance and listing standards of the New York Stock Exchange. We intend to maintain compliance with the audit committee requirements of the Sarbanes-Oxley Act and the governance and listing standards of the New York Stock Exchange. Pursuant to such requirements, the Audit Committee must be composed of at least three members, all of whom must be independent within one year of September 28, 2017, the date of the prospectus used in our initial public offering. All of the members of the Audit Committee are financially literate and Ms. Ross is also considered an “audit committee financial expert” within the meaning of the applicable rules of the Securities and Exchange Commission.Compensation Committee — The purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the administration of our benefits and equity-based compensation programs. The Compensation Committee reviews and recommends to our Board compensation plans, policies and programs and approves specific compensation levels for all executive officers. The Compensation Committee currently consists of Timothy Walsh, Andrew Currie and Kyle Vann, with Mr. Walsh serving as the chairperson of the committee. Our Board has determined that each member of the Compensation Committee meets the independence requirements under the governance and listing standards of the New York Stock Exchange and are “outside directors” pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee’s purpose, roles and responsibilities are set forth in a written charter adopted by our Board, which can be found in the Investors section of our website at www.pqcorp.com under “Corporate Governance.”Nominating and Corporate Governance Committee — The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to become members of the Board, recommend to the Board director nominees for the next annual meeting of stockholders, develop and recommend to the Board a set of corporate governance principles applicable to the Company oversee the evaluation of the Board and its dealings with managementoperations as well as appropriate committees ofgood governance practices, the Board receives regular education sessions or “Teach-Ins” from Company employees and review and approve all related party transactions. The Nominating and Corporate Governance Committee currently consists of Greg Brenneman, Andrew Currie and Martin Craighead, with Mr. Brenneman serving as the chairperson of the committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined under the governance and listing standards of the New York Stock Exchange. The Nominating and Corporate Governance Committee’s purpose, roles and responsibilities are set forth in a written charter adopted by our Board, which can be found in the Investors section of our website at www.pqcorp.com under “Corporate Governance.”14 2018 PROXY STATEMENT Health, Safety and Environment Committee — The purpose of the Health, Safety and Environment Committee is to assist the Board in fulfilling its responsibilities to provide global oversight of the Company’s health, safety, environment and security policies, processes and initiatives. The Health, Safety and Environment Committee currently consists of Robert Coxon, Jonny Ginns, Martin Craighead, Kyle Vann and Robert Toth, with Mr. Coxon serving as chairperson of the committee. The Health Safety and Environment Committee’s purpose, roles and responsibilities are set forth in a written charter adopted by our Board, which can be found in the Investors section of our website at www.pqcorp.com under “Corporate Governance.”Compensation Committee Interlocks and Insider ParticipationNone of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. Mr. Walsh is employed by CCMP and Mr. Currie is employed by INEOS. For additional information regarding transactions between CCMP and its affiliates and us and between INEOS and its affiliates and us, see “Transactions with Related Persons.”Our Board’s Role in Risk OversightIt is management’s responsibility to manage risk and bringoutside advisors on various topics relating to the Board’s attention risks that are material to PQ. The Board has oversight responsibilityfunction for the systems establishedCompany. Those sessions have included educational presentations relating to report and monitor the most significant risks applicable to PQ. The Board believes that evaluating the executive team’s management of the various risks confronting PQ is one of its most important areas of oversight.In accordance with this responsibility, the Board administers its risk oversight role directly and through its committee structurerenewable fuels and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and long-term plans, major litigation and other mattersCompany’s business in that may present material risk tosector, the Company’s operations, plans, prospects orresearch and development program, the Company’s reputation, acquisitions and divestitures, senior management succession planning and enterprise risk management. The Audit Committee overseesAdvanced Silicas product lines within the Advanced Materials & Catalysts segment, the Company’s internal audit functionvirgin acid product lines, the Company’s Enterprise Risk Management program and reviews risks associated with financialvarious corporate governance topics. Directors also are encouraged to participate in director education programs other than those sponsored by the Company in order to stay abreast of governance best practices, emerging issues and accounting matters, including financial reporting, accounting, disclosure, internal controls over financial reporting, ethics and compliance programs, and regulatory compliance. The Compensation Committee reviews risks related to executive compensation and the design of compensation programs, plans and arrangements.suchthe number of directors who are independent as is required and determined in accordance with applicable laws and regulations and requirements of the New York Stock Exchange and Securities and Exchange CommissionSEC rules. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of the New York Stock Exchange. Our Board evaluates any relationships between each director or nominee and PQEcovyst and makes an affirmative determination whether or not such director or nominee is independent. As a result of this review, our Board has affirmatively determined that each current member of our Board, with the exception of Mr. Gentilcore,Bitting, our Chairman, President and Chief Executive Officer, is independent under applicable laws and the corporate governance listing standards of the New York Stock Exchange.We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, skills, character and expertise, particularly in the areas of leadership, operations, risk management, accounting and finance, strategic planning and the industries in which we operate, sufficient to provide sound and prudent guidance with respect to our operations and interests.20182024 PROXY STATEMENT 1513 * Committee Chair (1) Mr. Ginns served on the Compensation Committee and the Health, Safety, Environment and Security Committee for the entirety of 2023, but he resigned from our Board and those committees effective at the close of business on December 31, 2023. (2) Mr. Walsh served as Chair of our Compensation Committee from January 1, 2023 through May 10, 2023, when he resigned from our Board and did not stand for re-election at our 2023 annual meeting of stockholders. (3) Mr. Fogarty served as Chair of our Nominating and Corporate Governance Committee during the entirety of 2023; on January 1, 2024, Ms. Catalano became Chair of the Nominating and Corporate Governance Committee. (4) Mr. Bradley became Chair of our Compensation Committee effective May 10, 2023 and served in such capacity through December 31, 2023. Ms. Catalano became a member of our Compensation Committee on January 1, 2024. 
(i) no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting, or (ii)except that if there was no annual meeting in the prior year or if the date of the current year’s annual meeting is more thanset for a date that is not within 30 days before or after theof such anniversary date, we must receive the notice no later than the close of business on the prior year’s annual meeting, on or before 10 days aftertenth day following the day on which the date of the current year’s annual meeting is first disclosed in a public announcement. Any stockholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information and the information required by Section 1.2 of our Bylaws. Recommendations should be sent to c/o Secretary, PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355. The Nominating and Corporate Governance Committee evaluates candidates for the position of director recommended by stockholders in the same manner as candidates from other sources. The Nominating and Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.time, who may also be an executive officertime. Prior to April 2022, the roles of the Company. Michael Boyce, our former non-executive Chairperson, retired from the Board in December 2017. At that time, James Gentilcore, our PresidentChairman and Chief Executive Officer assumedwere combined. In April 2022, the additional role ofBoard decided to decouple these positions, and therefore the Company’s Chief Executive Officer no longer serves as Chairman. Instead, a non-employee director, Mr. Fogarty, was elected as our Board Non-Executive Chairman in April 2022 and he continues to serve in that capacity. As non-Executive Chairman, Mr. Fogarty has the power to call meetings of the Board. Given Mr. Gentilcore’s extensive experienceindependent directors and deep knowledge of our Company and our industry, theto preside over such meetings. The Board believes that combiningutilizing a Non-Employee Chairman and the Chairperson and Chief Executive Officer positionsexercise of key Board oversight responsibilities by independent directors is currently the most effective leadership structure for PQ. As Chief Executive Officer, Mr. Gentilcore is intimately involved in the day-to-day operationsbest interest of our stockholders.is best positionedits stockholders to leadpropose the BoardCharter Amendment to phase in settingannual election of directors beginning in 2025, with the strategic focusdeclassification process being completed at the 2027 annual meeting of stockholders. For more information about the Charter Amendment and direction for our Company.the Board’s recommendation to stockholders to approve the Charter Amendment, please see the description of Proposal 5 below.16 2018 PROXY STATEMENT other than the Chief Executive Officer, who is also an employee of the Company, shall offerbe deemed to have offered his or her resignation from the Board to the Nominating and Corporate Governance Committee at the same time he or she retires, resigns or resignsis terminated from employment with the Company. In addition, it is our policy that directors who retire or otherwise change from the principal occupation or background association they held when they were originally invited to the Board should provide notice to the Nominating and Corporate Governance Committee or the Board and offer to resign from the Board. The Board does not believe that such directors should necessarily leave the Board, but it is our policy that there should be an opportunity for the Board to review the continued appropriateness of such director’s membership under these circumstances.PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board.Code of ConductWe have adopted a written Code of Conduct applicable to all employees and a written Code of Ethics for Senior Executive and Financial Officers, which are designed to ensure that our business is conducted with integrity. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. We intend to disclose any future amendments to, or waivers from, these codes of ethics for PQ executive officers within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the Securities and Exchange Commission.2018 PROXY STATEMENT 17 EnvironmentSecurity Committee are available by clicking on “Corporate“Management & Governance” in the Investors section of our website,www.pqcorp.com. www.ecovyst.com. These materials are also available in print free of charge to stockholders, upon written request to c/o Secretary, PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355.18 20182024 PROXY STATEMENT 
AprilMarch 1, 2018,2024, of our current executive officers. James F. GentilcoreKurt J. Bitting 6548 Chairman of the Board, President and Chief Executive Officer and Director CrewsFeehan 5148 Executive Vice President and Chief Financial OfficerScott Randolph55Executive Vice President and Group President—Performance Materials and Chemicals David J. TaylorPaul Whittleston 6149Executive Vice President and Group President—Environmental Catalysts and ServicesJohn Lau63Chief Technology Officerand President — Advanced Materials & Catalysts 5258Vice President, Secretary and General CounselWilliam J. Sichko, Jr.64 Paul FerrallColleen Grace Donofrio 6165 Senior Vice President—StrategicPresident — Environment and Sustainability President and Chief Executive Officer, James F. Gentilcore, who also serves as Chairman of our Board, is set forth above under “Board of Directors.”CrewsFeehan became our Executive Vice President and Chief Financial Officer in August 2015.2021. From 2008 to 2015, Mr. Crews was Executive Vice President and Chief Financial Officer at Peabody Energy Corporation. From 1998 to 2008, Mr. Crews held various management positions at Peabody Energy Corporation including Vice President—Operations Planning, Assistant Treasurer and Director—Financial and Capital Planning. Mr. Crews began his career in KPMG’s audit function.Scott Randolph became Executive Vice President and Group President—Performance Materials and Chemicals in December 2016. From MarchMay 2016 to December 2016,August 2021, Mr. Randolph served as Vice President and President—Global Performance Chemicals after previously serving as Vice President and President—Performance Chemicals Americas and Australia and Performance Materials. From April 2005 to May 2016, Mr. Randolph served as President of Performance Materials. Mr. Randolph originally joined us as Senior Vice President Strategic Planning in February 2005. From 2000 to 2005, Mr. Randolph held the position of Chief Financial Officer with Peak Investments, LLC. From 1990 to 2000, Mr. Randolph held a number of management positions with Harris Chemical Group and IMC Global following IMC Global’s acquisition of Harris Chemical Group. Mr. Randolph’s last position with IMC Global was General Manager of the Worldwide Boron Business. From 1989 to 1990, Mr. Randolph held management positions with General Chemical. Prior to that, Mr. Randolph served as a nuclear trained naval officer from 1984 to 1989.David J. Taylor became our Executive Vice President and Group President—Environment Catalysts and Services in April 2018. From September 2017 through March 2018, Mr. TaylorFeehan served as our Senior Vice President—Strategic Development.President of Finance and Treasurer, and prior to that served as our Corporate Controller beginning in 2008 after joining in 2006. Prior to joining us, Mr. TaylorFeehan served as Director of Finance and Corporate Controller for Radnor Holdings Corporation, and began his career in several senior management positionspublic accounting with Air ProductsArthur Andersen and Chemicals, Inc., a global industrial gas and chemicals supplier. From 2014 to 2016, he wasKPMG.Energy from Waste and from 2005 to 2014 he wasPresident—Catalyst Technologies in January 2023. Mr. Whittleston served as our Vice President Energy Business.of Strategy and Business Development from September 2022 to December 2022. From May 2021 to June 2022, Mr. TaylorWhittleston served as Vice President Large Air Separation Unitsat SI Group UK Ltd., and from 2003September 2016 until July 2020 Mr. Whittleston served as Managing and Operations Director at TI Fluid Systems plc and he also previously worked at BASF.2005August 2022, Mr. Vann worked at W.R. Grace and Company, where he served as Vice President, Global Sales and Vice President, Industrial Chemicals Division from 2002 to 2003.Americas and Asia Pacific. Prior to that, Mr. Taylor held several operationalVann worked at BASF SE and business development roles with Air ProductsEngelhard Corporation, leading teams in the industrial gasareas including commercial, manufacturing and energy businesses.John Lauprocurement. Mr. Vann is also a United States Army veteran.TechnologyAdministrative Officer, General Counsel and Secretary in January 2016. Dr. Lau joined us in July 1996 to lead our Exploratory Research department with the mission to develop new growth opportunities. Dr. Lau was appointed2023 after having served as Vice President, of Research and Development in 1998 and Vice President of Strategic Planning in 2005. In November 2006,2018 PROXY STATEMENT 19 Dr. Lau became Vice President and General Manager of Silica Catalysts and Zeolyst International and, in January 2011, became President of the Catalysts business. Prior to joining us, Dr. Lau held various research and management positions at W.R. Grace & Co. from 1984 to 1996. From 1982 to 1984, Dr. Lau was a research fellow at the University of California, Los Angeles.Joseph S. Koscinski became Vice President, Secretary and General Counsel inand Secretary from November 2015.2015 to December 2022. From August 1995 to October 2015, Mr. Koscinski was an attorney in the Business Services Group of Babst, Calland, Clements and Zomnir, P.C., a law firm in Pittsburgh, Pennsylvania, where he was named a shareholder in 2003 and where his corporate practice included mergers and acquisitions, real estate matters and commercial contracts. While in private practice, Mr. Koscinski served as our outside corporate counsel to PQ Corporation since 2005. William J. Sichko, Jr.AdministrativeHuman Resources Officer in 2005. Mr. SichkoJanuary 2024. She has a long successful career in human resource management. Prior to Ecovyst and from July 2019 until January 2024, Ms. Thornton served as our Secretary from 2005 to November 2015, and is currently an Assistant Secretary. From 1998 through 2005, Mr. Sichko was Chief Administrative Officer with Peak Investments, LLC. From 1991 through 1998, he held management positions with Harris Chemical Group and IMC Global following IMC Global’s acquisition of Harris Chemical, including serving as Senior Vice President of Human ResourcesHR at Neuronetics, a public medical device company based in Malvern, Pennsylvania. Her career also includes HR roles at Sun Pharmaceutical Industries from 1996 to 1998. From 1987 to 1991, Mr. Sichko was a manager with General Chemical.Paul Ferrall became Senior Vice President—Strategic Development in April 2018. FromMay 2018 until July 2019, DSM North America from August 2008 until May 2018, and Johnson & Johnson from December 2016 through March 2018, Mr. Ferrall served as our Executive Vice President and Group President—Environmental Catalysts and Services. Mr. Ferrall joined us in July 2005 as Senior Vice President of Global Plant Operations for the performance chemicals business and served as Vice President and President—Performance Chemicals Americas and Australia from November 2006 to2004 until August 2015, prior to transitioning to President of Refining Services in August 2015.2007. Prior to joining us, Mr. Ferrall had beenthat, she held HR roles at Bayer Healthcare and Sankyo Pharma. At Ecovyst, Ms. Thornton is responsible for leading and evolving all facets of the president of Peak Chemicalhuman resources function including recruiting, talent development, compensation and Sulfurbenefits, and from 1995 to 2000, held several management positions with Harris Chemical Group and IMC Global, including Vice President of its Soda Products business. From 1978 to 1995, Mr. Ferrall held various positions of responsibility in engineering, operations, finance, sales and business management with Allied Chemical.2028 20182024 PROXY STATEMENT 
29, 201821, 2024 by:135,240,866116,991,445 shares of Common Stock outstanding as of March 29, 2018.Securities and Exchange Commission.SEC. These rules generally attribute beneficial ownership of shares to persons who possess sole or shared voting or investment power with respect to such shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of Common Stock deemed outstanding includes shares issuable upon the exercise of options and held by the respective person or group which may be exercised or converted within 60 days after March 29, 2018 as well as shares of restricted stock of which a respective person has voting power. These21, 2024. Such shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person or entity, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person or entity.PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner. Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person’s spouse.
of Shares 20182024 PROXY STATEMENT 2129
of Shares * * Indicates less than 1% (1) (1)Includes 29,370,897 shares of our Common Stock heldBased upon information set forth in the Schedule 13G/A filed on February 13, 2024 by CCMP Capital Investors III, L.P.The Vanguard Group, Inc. (“CCMP Capital Investors”Vanguard”), 2,977,037 shares of our Common Stock held by CCMP Capital Investors III (Employee), L.P. (“CCMP Employee”), 8,954,565 shares of our Common Stock held by CCMP Capital Investors III (AV-7), L.P. (“CCMP AV-7”), 506,610 shares of our Common Stock held by CCMP Capital Investors III (AV-8), L.P. (“CCMP AV-8”), 10,127,880 shares of our Common Stock held by CCMP Capital Investors III (AV-9), L.P. (“CCMP AV-9”), 663,600 shares of our Common Stock held by CCMP Capital Investors III (AV-10), L.P. (“CCMP AV-10” and, together with CCMP Capital Investors, CCMP Employee, CCMP AV-7, CCMP AV-8 and CCMP AV-9, the “CCMP Capital Funds”) and 9,362,178 shares of our Common Stock held by Quartz Co-Invest, L.P. (“Quartz” and, together with the CCMP Capital Funds, the “CCMP Investors”). The general partner of the CCMP Capital Funds is CCMP Capital Associates III, L.P. (“CCMP Capital Associates”). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC (“CCMP Capital Associates GP”). The general partner of Quartz is CCMP Co-Invest III A GP, LLC (“CCMP Co-Invest GP”). CCMP Capital Associates GP and CCMP Co-Invest GP are each wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC (“CCMP Capital GP”). CCMP Capital GP ultimately exercises voting and investmentVanguard has sole dispositive power over the10,502,041 shares. Vanguard has shared voting power over 108,567 shares of our Common Stock held by the CCMP Investors. As a result, CCMP Capital GP may be deemed to share beneficial ownership with respect to the shares of our Common Stock held by the CCMP Investors.and shared dispositive power over 201,740 shares. The investment committee of CCMP Capital GP with respect to the shares of our Common Stock consists of Christopher Behrens and Messrs. Brenneman and Walsh. Messrs. Brenneman and Walsh each serve as a director of the Company. Each of the CCMP entities has an address of c/o CCMP Capital Advisors, LP, 277 Park Avenue, New York, New York 10172.for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.(2) (2)The partnersshareholders of INEOS Investments PartnershipLimited are James A. Ratcliffe, John Reece and Andrew Currie and INEOS Silicas Holdings Limited.Currie. Mr. Ratcliffe, as the majority owner of INEOS Investments Partnership,Limited, has the power to control the voting and disposition of the shares of our Common Stock held by INEOS Investments Partnership.Limited. The address of INEOS Investments PartnershipLimited is Avenue des Uttins, 3, CH-1180, Rolle Switzerland.c/o IQEQ Victoria Road, Douglas IM2 4DF Isle of Man.(3) (3)Includes 39,406 shares of our Common Stock heldMr. Gentilcore that can be acquired upon the exercise of outstanding options and 170,300 shares of our Common Stock and 109,935 shares of our restricted Common Stock subject to vesting conditions held by a trust for which Mr. Gentilcore is the grantor.(4)Does not include shares of our Common Stock held by the CCMP Investors.BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power over 8,124,666 shares. BlackRock has sole dispositive power over 8,307,879 shares. The address of each of Messrs. Brenneman, McFadden, Toth and Walshfor BlackRock, Inc. is c/o CCMP Capital Advisors, LP, 277 Park Avenue,55 East 52nd Street, New York, New York 10172.NY 10055.(4) (5)Includes 25,476 shares of our restricted Common Stock subject to vesting conditions.(5) (6)Does not include shares of our Common Stock held by INEOS Investments Partnership.(7)Includes 22,85430,472 shares of our Common Stock that can be acquired upon the exercise of outstanding options.options.(6) (8)Includes 12,375 shares of our restricted Common Stock subject to vesting conditions.(9)Includes 12,375 shares of our restricted Common Stock subject to vesting conditions.(10)Includes 28,85938,064 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 100,320 shares of our restricted Common Stock subject to vesting conditions held by Mr. Crews and 28,005 shares of our Common Stock held by a revocable trust for which Mr. Crews is the grantor.options.(7) (11)Includes 114,23855,762 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 31,125 shares of our restricted Common Stock subject to vesting conditions held by Mr. Randolph, 30,334 shares of our Common Stock held by a revocable trust for which Mr. Randolph is the grantor and 30,334 shares of our Common Stock held by investment corporation.options.(8) (12)Includes 114,238124,298 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 116,028 shares of our restricted Common Stock subject to vesting conditions.options.(13)Includes 4,965 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 14,070 shares of our restricted Common Stock subject to vesting conditions.(14)Includes 330,254 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 936,780 shares of our restricted Common Stock subject to vesting conditions.2230 20182024 PROXY STATEMENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our Common Stock to file reports of holdings and transactions in our Common Stock with the Securities and Exchange Commission. Specific due dates for these reports have been established and we are required to report any failure to file by such dates during fiscal year 2017. Based on our review of filings made with the Securities and Exchange Commission and representations made by our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% holders timely filed all reports that were required to be filed under Section 16(a).2014, PQ Holdings Inc. and PQ Corporation31, 2023, we entered into a consulting agreementcertain product sale transactions with CCMP, pursuantaffiliates of INEOS during fiscal year 2023. We had sales of $3,395,104 to which CCMP agreed to provide PQ Holdings Inc. and its subsidiaries with certain financial advisory, consulting and other services in exchange for its pro rata portion of a $1.25 million quarterly consulting fee to be sharedcompanies affiliated with INEOS AG,during the fiscal year ended December 31, 2023. Since October 2019, our Advanced Materials & Catalysts group and an affiliate of INEOS also have been parties to a Supply and Distribution Agreement pursuant to which we, on an arms-length basis, have the ability to purchase and distribute certain INEOS catalyst products over a five-year period. All of such transactions with the affiliates of INEOS were approved by our Nominating and Corporate Governance Committee pursuant to the INEOS AG consulting agreementpolicies and procedures described below under “INEOS Consulting Agreement,” andbelow.reimbursementamount of reasonable out-of-pocket expenses incurred in connection with$136,976 during the performance of services under the agreement. The agreement also provided for payment to CCMP of a transaction fee to be shared on a pro rata basis with INEOS AG in connection with any merger, recapitalization, reorganization or other similar transaction in an amount calculated based on the total transaction value.We paid advisory fees totaling approximately $1.8 million and expense reimbursement payments totaling approximately $0.1 million during thefiscal year ended December 31, 2017.consulting agreementVanguard Group also provided for customary exculpation and indemnification provisions in favor of CCMP and its affiliates. The consulting agreement was terminated in September 2017 in connection with our initial public offering. The indemnification and exculpation provisions in favor of CCMP and its affiliates survived such termination.INEOS Consulting AgreementIn December 2014, PQ Holdings Inc. and PQ Corporation entered into an amended and restated consulting agreement with INEOS AG, an affiliate of INEOS, pursuant to which INEOS AG agreed to provide PQ Holdings Inc. and its subsidiaries with certain financial advisory, consulting and other services in exchange for its pro rata portion of a $1.25 million quarterly consulting fee to be shared with CCMP pursuant to the CCMP consulting agreement described above under “CCMP Consulting Agreement,”Company certain recordkeeping, and information management, trustee and investment management services for the Ecovyst 401(k) plan and the reimbursement of reasonable out-of-pocket expenses incurredEcoservices defined benefit plans for which it was paid $17,400 in connection with the performance of services under the agreement. The agreement also provided for payment to INEOS AG of a transaction fee to be shared on a pro rata basis with CCMP in connection with any merger, recapitalization, reorganization or other similar transaction in an amount calculated based on the total transaction value. The amended and restated consulting agreement with INEOS AG amended and restated the prior consulting agreement with INEOS Capital Partners, an affiliate of INEOS, which was entered into in July 2008 on substantially similar terms.We paid advisory fees totaling approximately $1.7 million during thefiscal year ended December 31, 2017.The amended2023. All of such transactions were approved by our Nominating and restated consulting agreement provided for customary exculpation and indemnification provisions in favor of INEOS AG and its affiliates. The amended and restated consulting agreement was terminated in September 2017 in connection with our initial public offering. The indemnification and exculpation provisions in favor of INEOS AG and its affiliates survived such termination.Amended and Restated Stockholders AgreementIn May 2016 we entered into an amended and restated stockholders agreement with certain of our stockholders, including investment funds affiliated with CCMP, INEOS, our directors and officers who held shares of our Common Stock and certain other investors. In connection with our initial public offering, the stockholders agreement was further amended and restated.2018 PROXY STATEMENT 23 The stockholders agreement, as amended and restated, provides affiliates of CCMP with certain demand registration rights, including shelf registration rights, in respect of shares of our Common Stock held by them and also provides that, in the event that we register additional shares of our Common Stock for saleCorporate Governance Committee pursuant to the public, we will be required to give notice of such registration to such affiliates of CCMPpolicies and certain other stockholders, and, subject to certain limitations, include shares of our Common Stock held by them in such registration. In addition, we will be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of sharesprocedures described above and to indemnify such stockholders and certain other persons against certain liabilities that may arise under the Securities Act in connection with any such offering and sale of our shares.Floating Rate Senior Unsecured Notes InvestmentIn connection with the offering by PQ Corporation of $525.0 million aggregate principal amount of Floating Rate Senior Unsecured Notes due 2022 (the “Floating Rate Senior Unsecured Notes”) in May 2016, Andrew Currie, a member of our Board, purchased $4 million in principal amount of such notes. Interest accrued on the notes at an annual rate equal to three-month LIBOR plus 10.75%, with a 1.0% LIBOR floor, payable and reset quarterly. Mr. Currie received interest payments in respect of the notes totaling approximately $0.4 million during the year ended December 31, 2017. On October 3, 2017, all of the net proceeds from our initial public offering were used to redeem $446.2 million in aggregate principal amount of the Floating Rate Senior Unsecured Notes, together with accrued and unpaid interest, and applicable redemption premiums. As a result, Mr. Currie received a portion of the net proceeds from our initial public offering. On December 11, 2017, a portion of the net proceeds from our issuance of $300 million in aggregate principal amount of 5.750% Senior Unsecured Notes due 2025 were used to redeem the remaining Floating Rate Senior Unsecured Notes. As a result, Mr. Currie received a portion of the net proceeds from the issuance.INEOS Silicas Purchase AgreementIn July 2008, PQ Corporation entered into a purchase agreement with certain affiliates of INEOS pursuant to which PQ Corporation acquired certain assets and liabilities from, and certain stock of, the entities that comprised INEOS Silicas. In connection with such acquisition, PQ Corporation agreed to make certain future payments to INEOS Silicas Limited, an affiliate of INEOS, in an amount based on PQ Corporation’s U.K. taxable results. PQ Corporation paid INEOS Silicas Limited approximately $1.8 million during the year ended December 31, 2017. INEOS Silicas Limited is not entitled to any additional payments under the agreement.24 20182024 PROXY STATEMENT 
2017.Timothy Walsh,Andrew Currie20172023, our named executive officers included our principal executive officer, our principal financial officer, and our next three most highly compensated executive officers. James Gentilcore(1)Kurt J. Bitting Chairman, President and Chief Executive Officer CrewsFeehan EVP and Chief Financial Officer and Vice President Scott RandolphJoseph S. Koscinski EVPChief Administrative Officer, Vice President, General Counsel, and Group President Performance Materials & ChemicalsSecretary Paul Ferrall(2)George L. Vann, Jr. Senior Vice President Strategic Developmentand President — Ecoservices Joseph S. KoscinskiPaul Whittleston(1) Vice-President, SecretaryVice President and General CounselPresident — Advanced Materials and Catalysts (1) Mr. Whittleston was appointed as our Vice President and President – Advanced Materials and Catalysts (formerly Catalyst Technologies) effective January 1, 2023. (1)Mr. Gentilcore became Chairman of our Board following Mr. Boyce’s retirement at the conclusion of our December 2017 Board meeting. (2)From December 2016 until March 2018 Mr. Ferrall served as EVP and Group President—Environmental Catalysts & Services.Executive Summary2017 Compensation DecisionsIn connection with the Company’s initial public offering in September 2017, we made certain changes to our executive compensation programs as follows: •Base salary: Consistent with our compensation philosophy of providing competitive levels of executive compensation, each of ourreceived base salary increases after we reviewed market pay levels.to align with stockholder interests •Long-Term Incentive Awards: Each received a grant of time-vesting options and restricted stock units shortly after our initial public offering. These grants were made in part as a retention vehicle to keep our team intact during the critical period of time following the offering, and also to recognize the significant contributions that each of our named executive officers made to the success of our offering. We expect that no additional long-term incentive awards will be made in 2018, and that in 2019 we will again grant long-term incentive awards to our executive officers.In addition, with respectour stockholders’ interests by rewarding performance that is designed to 2017,create stockholder value; andannual incentive payment was made toamount and mix of total compensation for each of our named executive officers underthat is market competitive.PQIP, ourcompensation package for each named executive officer. The peer group for making 2023 compensation decisions was changed at the end of 2022, because several peers used for 2022 compensation decisions were acquired and other companies were substituted to take their place. This peer group is disclosed below and labelled “2023 Compensation Peer Group”.described below,the Ecovyst Incentive Plan or “EIP”, is a broad-based plan under which annual performance-based cash opportunities are awarded to our named executive officers and other employees, and which, for 2023, based pay outs on the achievement of annual Adjusted EBITDA, Adjusted Free Cash Flow, safety and environmental goals.Company’s achievement of specific financial performance metrics.20182024 PROXY STATEMENT 2533 performancePerformance strategic and financial goals orand the price performance of our Common Stock. Our long-term incentive performance metrics have been adjusted to include a 100 percent weight Total Shareholder Return (“TSR”) metric in the 2021, 2022, and 2023 PSU grants. In our 2024 PSU grants, a 50 percent weight Cumulative Adjusted EBITDA metric has been incorporated, and a relative TSR metric at an adjusted weight of 50 percent also was utilized. Company stockour Common Stock having a value of at least 5X base salary, and the other named executive officers must hold shares of Company stockour Common Stock having a value of at least 3X base salary. We believe that this stock holding requirement creates alignment of our executive management team with the interests of our stockholders. Our named executive officers have five years to comply with our stock ownership guidelines and are required to retain at least 50% of the after-tax shares received from equity awards until the required ownership levels are achieved. Don’tDon't Do gross-ups.gross ups. not funded by financial financial hurdles must be satisfied before our named executive officers can earn any annual cash incentive compensation.Say on Pay Advisory VoteThe Compensation Committee takes seriously the ability of stockholders to weigh in on our compensation decisions through a “say on pay” advisory vote. At this Annual Meeting, which will be our first as a public company, we will ask stockholders to (1) approve, on an advisory basis, a voting cycle whereby say on pay is on the ballot every year and (2) consider the Company’s financial performance and pay structure and provide us with a favorable advisory vote on 2017 compensation for named executive officers.26 2018 PROXY STATEMENT Executive Compensation Program Philosophy and OverviewOur compensation philosophy is to provide pay that:Aligns the interests of our named executive officers with our stockholders’ interests by rewarding performance that is tied to creating shareholder value; andProvides an amount and mix of total compensation for each of our named executive officers that we believe is competitive.We seek to implement our pay philosophy by providing a total compensation package that includes three main components: base salary, annual performance-based bonus and long-term equity-based awards. The Compensation Committee takes into account individual performance and competitive market practice in determining the compensation package for each named executive officer. A compensation peer group has been formed with the assistance of our independent compensation consultant, and this peer group is referenced in the discussion below. We utilized the peer group as a tool in making compensation decisions for 2017, and we expect to continue to utilize one when making compensation decisions going forward.Base salary has been set with a view toward attracting and retaining executive officer talent.Our annual incentive plan (the “PQIP”) is a broad-based plan under which annual performance-based cash opportunities are awarded to our named executive officers and other employees, and which, for 2017, paid based on the achievement of annual EBITDA goals.Our long-term equity-based awards consist of stock options, restricted shares, and restricted stock units that are subject to time and/or performance vesting conditions. The long-term equity-based awards made prior to our September 2017 initial public offering were made in amounts intended to be competitive for private equity backed ventures in the specialty chemicals space. The size of grants made immediately following our initial public offering was determined with reference to peer group data, as well as other relevant factors, including the need to keep our executive team together following the offering.Each of these elements of compensation is discussed in more detail, below.We believe that our executive compensation program is strongly aligned with the interests of our stockholders:For several years before our September 2017 initial public offering, our named executive officers and senior leadership team have been significant owners of the Company, and we expect this to continue.Our named executive officers and senior leadership team have been offered the opportunity to purchase equity in the Company over the last several years, in addition to receiving equity as a form of incentive compensation.By providing a substantial portion of our named executive officers’ total compensation package in the form of equity-based awards, we have been able to create an incentive to build shareholder value over the long-term.By weighting our named executive officers’ compensation more heavily in favor of long-term incentive compensation, including time- and performance-vesting stock options, restricted shares, and restricted stock units, we have built a strong “pay for performance” culture.Our annual performance-based bonus is contingent upon the achievement of financial performance metrics and the amount of bonus compensation ultimately received varies with our annual financial performance, thereby providing an additional incentive to maximize shareholder value.We will continue to promote share ownership and a strong pay for performance culture. We believe that this philosophy has been successful in motivating, retaining and incentivizing our named executive officers and providing value to our stockholders.2018 PROXY STATEMENT 27 programs areprogram is determined and approved by the Compensation Committee. During 2017,2023, the Compensation Committee was responsible for the oversight, implementation and administration of all our executive compensation plans and programs. None of the named executive officers had any role in approving the compensation of the other named executive officers. However, the Compensation Committee does consider the recommendations of our Chief Executive Officer in setting compensation levels for our named executive officers other than our Chief Executive Officer.himself. The Compensation Committee solely determined all components of the compensation of our Chief Executive Officer.theour named executive officers in conjunction with performance evaluations, salary increase recommendations, determination of bonus payouts,pay outs and deliberations regarding long-term incentive grants. The Compensation Committee has conducted, and willplans to continue to conduct, annual reviews of our executive compensation program to ensure that it remains alignedits continued alignment with our compensation philosophy. The Compensation Committee will continue to make decisions taking into account good governance best practices regarding compensation, including reliance on market data for the chemical and specialty chemical industryindustries, and theall other considerations mentioneddescribed in this Compensation Discussion and Analysis.Compensation & Benefit Solutions,WealthPoint, LLC (“CBS”WealthPoint”) as the independent advisor to the Compensation Committee effective in 2017. CBS2023. WealthPoint reviewed the Company’s overall executive officer and director compensation in comparisonprogram relative to comparably-sizedcomparably sized public companies in industries similar to the Company’s. In addition, CBS helpedWealthPoint advised the Compensation Committee identifyon the appropriate mix of compensation components for compensating our executive officers and facilitatedadvised the Compensation Committee’s determination ofCommittee on matters relating to our executive officers’ performance-based compensation. CBSWealthPoint did not provide any other services to the Company or our management or have any other direct or indirect business relationships with usthe Company or our management. The Compensation Committee has assessed the independence of CBSWealthPoint and concluded that its work for the Compensation Committee in 20172023 did not raise any conflicts of interest.selectedhas identified a peer group of companies to be used for purposes of assessing market levels of compensation. As noted above,At the end of 2022, with the assistance of WealthPoint, the Compensation Committee also consideredreviewed the compensation peer group used to consider 2022 compensation to determine its continued appropriateness. Several adjustments were made to remove previous peers which had been acquired and other market data, including practices in private equity owned portfolio companies (with respectwere selected to the period prior to our initial public offering).take their place. The companies below were selected as the peer group used to consider 2023 compensation decisions because they are in the chemical and specialty chemical space and generally have revenues ranging from approximately 50% to 200% of the Company’s revenues.Albermarle2024 PROXY STATEMENT International Flavors & Fragrances,Oil-Dri Corp. of America CabotChase Corporation Kraton CorporationKoppers Holdings, Inc. A. Schulman,Rayonier Advanced Materials, Inc. FMC CorporationCSW Industrials, Inc. Lanxess Solutions US, Inc.Livent Corp. Minerals Technologies,LSB Industries, Inc. Stepan CompanyTredegar Corp. H.B. Fuller CompanyMPM Holdings,Hawkins, Inc. W.R. Grace &NN, Inc. Innophos Holdings, Inc.Platform Specialty Products CorporationWestlake Chemical CorporationInnospec, Inc.PolyOne Corporation In 2017, the Compensation Committee reviewed competitive compensation practices, including peer group compensation data and a variety of other factors, to confirm that the structure of our cash compensation and equity-based awards was consistent with our compensation philosophy. In addition, the Compensation Committee used this peer group data provided by CBS in order to determine the appropriate mix between cash compensation and equity-based awards and the appropriate size of equity-based awards in light of the need to retain the key leadership team following the Company’s initial public offering.28 2018 PROXY STATEMENT 20172017,2023, our compensation program for the named executive officers consisted of:of, in whole or part:Company,company, to compensate them for their services during the year and to provide them with a stable source of income.determination,determinations, none of which are dispositive or individually weighted, including our financial performance, the state of our industry and the local economies in which we operate, the named executive officer’s relative importance and responsibilities, the named executive officer’s performance and periodic reference to comparable salaries paid to other executives of similar experience in our industry in general, based on the Compensation Committee’s expertise as well as market data drawn from our peer group, referenced above.The annualsalary rates paid to our named executive officers for the years ended December 31, 2016 and 2017 are reported below. Becausepay changes were made in late 2017 in connection with our initial public offering,2023 to reflect new hires, promotions, and to align executives to market competitive base pay. The table below summarizes the actual base salary paid in 2017changes for the five named executive officers who remained employed by the Company as reflected in the Summary Compensation Table is different than the amounts reported below. (1) (1)Mr. Vann joined the company in August 2022.(2) In connection with our initial public offering, forMr. Whittleston joined the reasons described above, the Compensation Committee decided to increase Mr. Gentilcore’s base salary to $880,000.company in September 2022.(2) (3) (4) (5) In connection with our initial public offering, for the reasons described above, the Compensation Committee decided to increase the base salaries of each of Messrs. Crews, Randolph and Ferrall to $480,000, and Mr. Koscinski to $400,000.PQIP2017,2023, the Compensation Committee chose adjusted EBITDA as the measure of our financialto specify four performance under the PQIP. The Compensation Committee chose adjusted EBITDA as the performance metric under the PQIP because it believes that adjusted EBITDA is an important measure of financial performance and reflects our goal of increasing profitability. For purposes of the PQIP, adjusted EBITDA is defined as earnings before interest and taxes with depreciation and amortization added back and adjusted for the following items as set forth in the Term Loan Credit Agreement, dated May 4, 2016, with our lenders: purchase accounting (or similar); losses (gains) on sale of or disposal of long-lived assets; foreign exchange (gains) losses; revaluation of inventory, including LIFO adjustments; management advisory fees; transaction and other related costs; equity based and other non-cash compensation; restructuring, integration and business optimization expenses; and extraordinary, unusual and non-recurring expenses. These are referredmetrics specific to below as “EBITDA targets.”201836 29 (1) Corporate participants include Messrs. Bitting, Feehan and Koscinski. (2) Business participants include Mr. Vann, for Ecoservices, and Whittleston, for Advanced Materials and Catalysts.. (1) Ecovyst Adjusted EBITDA is an EIP performance metric applicable to both corporate and business unit participants. (1) Ecovyst Adjusted Free Cash Flow is an EIP performance metric applicable to both corporate and business unit participants. eligiblenamed executive officer was set as a percentage of annualized base salary (i.e., actual base salary paid during 2017)2023). The target award percentages for each of our named executive officers remainedFor 2023, the same for 2017 as in 2016. For 2017, theactual target award percentages were as follows: James GentilcoreMr. Bitting Michael CrewsMr. Feehan Scott RandolphMr. Koscinski 75% Paul FerrallMr. Vann 75% Joseph S. KoscinskiMr. Whittleston 55% For 2017, the PQIP was structured to base the awardThe level of performance actually achieved on the performance of our two operating segments:Performance Materials & Chemicals GroupEnvironmental Catalysts & Services GroupFor Messrs. Gentilcore, Crews and Koscinski, awards under the PQIP were based on the achievementa Company-wide basis for 2023 in each of the annual EBITDA targets for the two operating segments:Performance Materials & Chemicals Group – 50%four categories was as follows:Environmental Catalysts & Services Group – 50%For Messrs. Randolph and Ferrall, awards under the PQIP were based on the achievement of the EBITDA target for their respective operating segment:Mr. Randolph – 100% Performance Materials & Chemicals GroupMr. Ferrall – 100% Environmental Catalysts & Services GroupTo the extent that an operating segment achieved at least 95% of its annual EBITDA target, a threshold bonus of 25% of the target bonus attributable to that operating segment was earned. To the extent that an operating segment achieved at least 99% of its annual EBITDA target, the full portion of the named executive officer’s target bonus attributable to that operating segment was earned.To the extent that the Company exceeded 100% of its annual EBIDTA target (set forth below), an above-target pool was created. The above target pool was a dollar amount equal to 25% of the Company’s EBITDA above target.Executives who were eligible to participate in the above target pool were allocated a portion of the above target pool as follows: Dollar value of executive’s target bonusXThe above target pool=Executive’s shareDollar value of all participants’ target bonuses3040 20182024 PROXY STATEMENT Dependingachieved performance levels, Messrs. Gentilcore, Crews and Koscinski could earn zero bonusa business unit basis for below threshold performance, 25% of their target bonus opportunityEcoservices for achievement of threshold performance, and 100% of their target bonus opportunity for achievement of 99% target performance, with no cap for the achievement of above target performance. There was no adjustment2023 in each of the objectively determined bonus payout basedthree categories specific to that business unit was as follows: individual performance. Actual bonus payouts were based on the below formula:
Depending on achieved performance levels, Messrs. Randolpha business unit basis for Advanced Materials and Ferrall could earn zero bonusCatalysts for below threshold performance, 25% of their target bonus opportunity for achievement of threshold performance, and 100% of their target bonus opportunity for achievement of 99% target performance, with no cap for the achievement of above target performance. There was no adjustment2023 in each of the objectively determined bonus payout based on individual performance. Actual bonus payouts for Messrs. Randolph and Ferrall were based on the below formula:
Annual performance award targets were based upon the EBITDA targets for 2017three categories specific to that business unit was as set forth below. Actual adjusted EBITDA for 2017 is also set forth below.
% of TargetActual bonus payouts for ourthe named executive officers for 2023, by operating segment wereperformance metric, was as follows. As a resultfollows: the Company’s level2024. Their metrics are weighted as follows: achievement of the Company’s EBITDA target, no outperformance bonus was awarded for 2017.
Earned
Gentilcore
Crews
Randolph
Ferrall
Koscinski 20182024 PROXY STATEMENT 3141 In connection with our initial public offering, our Board adopted the 2017 Plan. theour initial public offering, all of our equity-based awards have been and going forward will continue to be, granted under the 2017 Plan. Our equity incentive awards currently consist of restricted shares, restricted stock units, and options to purchase shares of our Common Stock.In keeping with our pay for performance culture, the options and restricted shares granted prior to our initial public offering partially vest based on time, partially vest based on performance and partially vest on both time and performance. The performance vesting terms are described in more detail below.Of the time-vested restricted shares and stock options issued prior to our initial public offering under the PQ Group Holdings, Inc. StockOmnibus Incentive Plan (the predecessor plan toor the 2017 Plan), most ofOmnibus Incentive Plan, as amended and restated (collectively, the “2017 Plan”). Those awards vest ratably over a period of three years. Several awards vest in 50% increments in two and four years. All of these awards are subject to accelerated vesting upon a change in control.The performance-basedhave included time-vesting RSUs, time-vesting stock options, and performance-based restricted shares currently outstanding are all unvestedperformance-vesting PSUs tied to both financial performance and will only vest on the achievement with respect to shares of Company Common Stock of an average closing trading price equaleither absolute or exceeding, in any 10 trading day period, the lowest amount which, when multiplied by the number of shares of Company Common Stock then held by investment funds affiliated with CCMP and added to the aggregate net proceeds received by investment funds affiliated with CCMP with respect to their shares of capital stock of the Company, would yield a quotient of equal or greater than two when divided by the equity investment in the Company by investment funds affiliated with CCMP. relative TSR goals.quotient described above is referred to in this Compensation Discussion and Analysis as the “MOI Target.”Grants in 2017Long-term2023 long-term equity-based incentive awards were made to Mr. Gentilcore in January 2017 to correct a shortfall in the initial new hire grants that were made to him when he commenced employment with us (the grant date value of which had been initially determined using a target value that assumed a lower base salary than Mr. Gentilcore actually receives). The Companywe granted Mr. Gentilcore an option to purchase 21,494 shares of Common Stock and 6,090 restricted shares. A portion of these awards vest ratably over three years, and a portion only vests on the achievement of the MOI Target described above, as further detailed in the notes to the Grants of Plan Based Awards table below.In addition, shortly after our initial public offering in September, the Company made equity awards to our named executive officers included a mix of time-vesting RSUs and performance-vesting PSUs. The number of PSUs that were granted in 2023 and which are subjecteligible to time-based vesting,be earned is tied to the achievement of absolute TSR targets over the three-year performance period ending December 31, 2025.designeddid so on January 16, 2023. The equity incentive awards were in the form of time vested RSUs and performance vested PSUs.encourage their retention. Thoseweight such grants for all named executive officers except Mr. Bitting as 50 percent RSUs and 50 percent PSUs. In the case of Mr. Bitting, however, 65 percent of his grant consisted of PSUs, and 35 percent consisted of RSUs. For all named executive officers, RSUs vest ratably over a three-year period and PSUs vest at the conclusion of a three-year performance period if the performance metrics are achieved. The awards granted were as follows:
of
Options
Price
Restricted
Stock Units (1) (1)Approximately one-thirdGrant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of Messrs. Gentilcore’s, Crews’,RSUs and Koscinski’s grants will vest fifty percentPSUs granted by the average of the high and low trading price of the Company’s Common Stock on June 30, 2018the trading day prior to the grant date. The Grant Date Values displayed here differ from the values reflected in the Grants of Plan-Based Awards and fifty percent on June 30, 2019, generally subject to continued service through each such date.Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718.(2)Approximately two-thirds of Messrs. Gentilcore’s, Crews’, and Koscinski’s grants will vest one third per year on October 2, 2018, October 2, 2019 and October 2, 2020, generally subject to continued service through each such date.(3)Messrs. Randolph’s and Ferrall’s grants will vest one third per year on October 2, 2018, October 2, 2019 and October 2, 2020, generally subject to continued service through each such date.3242 20182024 PROXY STATEMENT Changes to Our Annual Plan Structure for 2018; 2018 Equity AwardsPQIPCompany has decided to make several changes to2023 PSU grants will vest, if at all, at the PQIP in 2018, consistent with its status as a publicly traded business. Someend of the important changes are:Allthree-year performance period which runs from January 1, 2023 to December 31, 2025. The sole performance metric is absolute TSR. Absolute TSR is defined as the financial gain that results from a change in the price of our named executive officers’ awards will be based ona company’s stock during the Company’s performance as a whole, versus operating segmentperiod plus any dividends paid by the company during the performancePerformance will be based on Company adjusted EBITDA goals and, in addition, a cash flow goal and a leadership goalA minimum adjusted EBITDA threshold must be met before any component amounts will be paid out under period divided by the PQIPAmounts above target may be earned in eachprice of the three categoriescompany’s stock at the beginning of goalsthe performance period.2018 Long-Term Incentive No additional equityFor the 2023 RSU grants, have been or are expectedthe Compensation Committee, in accordance with best practices, determined that a three-year ratable vesting would be utilized. be made to our named executive officers in 2018.January 2021. At the time the 2021 PSU grants were made, the Compensation Committee utilized an absolute TSR metric in the vesting criteria for those PSU grants. (1) Calculated using a starting stock price of $14.26, and ending stock price of $9.77 and factoring in the payment of a $3.20 per share dividend during the performance period. (1) The number of PSUs earned is determined by calculating the number of PSUs for each target by the percentage earned, rounding up to the nearest share. (1) 2017,2023, they are described in the footnotes to our 2017 Summary2023 All Other Compensation Table below. Consistent with our compensation philosophy, and subject to any revisions discussed below, we currently intend to continue to maintain our current benefits for our named executive officers, including executive physicals, life insurance, relocation assistance, and the other benefits described below. The Compensation Committee, in its discretion, may revise, amend or add to a named executive officer’s executive benefits if it deems it advisable. We believe these benefits are generally equivalent to benefits provided by comparable companies based on our expertiseexperience and knowledge of general industry practices.employees.employees on the same basis as the benefits made available to our named executive officers. case by casecase-by-case basis, coverpay or reimburse certain relocation relatedrelocation-related expenses, including temporary housing, living and travel expenses that are incurred by our employees, including our named executive officers.Prior2017 the Company entered into employment agreements or offer letters with our named executive officers. In connection with our initial public offering in September 2017, we entered into individuala severance agreements with each of our named executive officers to provideagreement that provides them with severance protections and benefits in the event of certain qualifying terminations of their employment.thesethe severance agreements with our named executive officers are described below under “Potential Payments Upon Termination or Change in Control—Control - Severance Agreements.” None of our named executive officers is party to an employment agreement with the Company.Agreements”.2018 PROXY STATEMENT 33 and Non-Employee DirectorsIn connection with initial public offering, the Compensation Committee adopted stock ownership guidelines, applicable to our executive officers including our named executive officers, and our non-employee directors. Under our stock ownership guidelines,directors, each of our named executive officers, other than our Chief Executive Officer, is expected to have ownership of Company stockour Common Stock in an amount equal to at least three times the executive’snamed executive officer’s annualized base salary, and our Chief Executive Officer is expected to have ownership of Company stockour Common Stock in an amount equal to at least five times his annualized base salary. Under our stock ownership guidelines, each of our non-employee directors is expected to have ownership of Company stock in an amount equal to at least three times the annual cash retainer paid to the director. and non-employee directors subject to the guidelines will have five years to achieve the required ownership levels and, until they satisfy their ownership requirements, will beare subject to a holding requirement with respect to 50% of the shares of Common Stock they acquire upon the vesting or exercise of shares or stock optionstheir equity-based awards (on an after-tax basis). (1) Calculated using the average trading price of $9.52 over the 90 days preceding December 31, 2023, per the terms of our stock ownership guidelines. (2) Mr. Vann's five-year compliance period ends on August 8, 2027. (3) Mr. Whittleston’s five-year compliance period ends on September 18, 2027. However, under a Section 162(m) transition rule for compensation plans or agreements of corporations which are privately held and which become publicly held in an initial public offering, compensation paid under a plan or agreement that existed prior to the initial public offering will not be subject to Section 162(m) until the earliest of (1) the expiration of the plan or agreement, (2) a material modification of the plan or agreement, (3) the issuance of all employer stock and other compensation that has been allocated under the plan, or (4) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the year of the initial public offering (the “Transition Date”).provisions,provisions.exact application of whichinitial public clear until guidance is issued. When the Company becomes subject to Section 162(m) afterfor a transition period following the initial public offering (the “Post- IPO Transition Date, it will determine whether a grandfathering provision will enable it to take advantagePeriod”). The Amendment and Restatement of the performance-based exception.The Compensation Committee may consider2017 Plan which stockholders approved at the impact of Section 162(m),2020 annual meeting ended the Post-IPO Transition Period with respect to the extent it is expected to apply, when structuring our executive compensation arrangements with our named executive officers, and will continue to monitor guidance and developments in this area. However, the2017 Plan. The Compensation Committee believes that its primary responsibility is to provide a compensation program in accordance with its overall compensation philosophy and policies described above, and it retains flexibility to approve or amend compensation arrangements that may result in a loss of deductibility or may not be deductible in whole or in part under Section 162(m).34 2018 PROXY STATEMENT 2017,2023, and where applicable, the year endedyears ending December 31, 2016.
($)
($)(1)
Awards
($)(2)
Awards
($)(2)
Incentive Plan
Compensation
($)(3)
Compensation
($)(4)(5)
($)
Chairman, President and Chief Executive Officer
EVP and Chief Financial Officer
EVP and Group President Perf. Materials & Chemicals
Senior Vice President, Strategic Development
Vice President, General Counsel and Secretary(6) (1) (1)Our Board awarded special bonuses to Mr. Randolph. In 2017, a $150,000 special bonus was awarded for successfully integrating the Sovitec acquisition and, in 2016, a $200,000 special bonus was awarded for successfully combining Performance Chemicals Worldwide.(2)The amounts shown reflect the aggregate grant date fair value of time-RSUs and performance-based stock options and restricted shares PSUs granted in 2017 and 2016 to Mr. Gentilcore and in 2016 to Mr. Crews, and of time-based stock options and restricted stock units granted to each of the named executive officersMessrs. Bitting, Feehan, Koscinski, Vann, and Whittleston in 20172023, Messrs. Bitting, Feehan, Koscinski, and 2016,Vann in 2022, and Messrs. Bitting, Feehan, and Koscinski in 2021, computed in accordance with FASB ASC Topic 718, in each case, disregarding the effects of estimated forfeitures. These amounts reflect our cumulative accounting expense over the vesting period, disregarding the effects of estimated forfeitures, and do not correspond to the actual value that may be realized by the named executive officers. For information on the valuation assumptions made in the calculation of these amounts, refer to Note21 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2017 and2022, Note 2123 to the audited consolidated financial statements in our Form 10-K for the prospectus filedfiscal year ended December 31, 2022, and Note 23 to the audited consolidated financial statements in connection with our initial public offering.Form 10-K for the fiscal year ended December 31, 2021. With respect to stock options and restricted shares that are subject to performance-based vesting conditions,the PSUs, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. For performance-based stock options,PSUs, the aggregate grant date fair value of these awards assumes performance at 100% of target. The aggregate grant date fair value of the PSU awards assuming the maximum level of performance is achieved, is: Mr. Gentilcore’s 2017 and 2016Bitting’s 2023 grants $43,824 and $358,311, respectively; and$4,863,092; Mr. Crews’ 2016Feehan’s 2023 grant $152,300. For performance-based restricted shares, the aggregate$1,246,951; Mr. Koscinski’s 2023 grant, date fair value of these awards, assuming the maximum level of performance is achieved, is:$1,496,327; Mr. Gentilcore’s 2017 and 2016Vann’s 2023 grant, $810,507; Mr. Whittleston’s 2023 grants, $39,177 and $374,959, respectively; and Mr. Crews’ 2016 grant, $159,482.$810,507.(2) (3)PQIP EIP in 2023, 2022 and 2021 as a result of the achievement of certain Company performance objectives, as described above.(4)In 2016, Mr. Randolph and Mr. Ferrall each received additional cash compensation in the amount of $176,529 related to an exchange of equity in connection with a corporate reorganization tied to the Company’s business combination with Eco Services.2018 PROXY STATEMENT 35 (3) (5)20172023, 2022, and 20162021, include the following:amounts shown in the All Other Compensation table.
Company
Match
($)
Company 4%
Contribution
($)
Company
Contribution
($)
Services
($)
Expenses
($)
Insurance
($)(a)The amount reported includes a reimbursement for relocation expenses of $13,607 plus a reimbursement of $5,949 for income taxes owed with respect to such reimbursement.(6)Mr. Koscinski was not a named executive officer of the Company in 2016. Therefore, this table does not provide 2016 data for him.3646 20182024 PROXY STATEMENT (1) Represents the $1.80 per share dividend paid when RSUs vested in 2021 and the $1.80 per share and $3.20 per share dividends paid when RSUs and PSUs vested in 2022 and 2023. (2) (3) 2017 Grant2017.
Non-Equity Incentive Plan Awards
Future
Payouts
Under
Equity
Incentive
Plan
Awards
(#)
Stock
Awards:
# of
Shares of
Stock or
Units
(#)
Option
Awards:
# of
Shares
Underlying
Options
(#)
or Base
Price of
Option
Awards
($/SH)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(8)
Date
($)(7)
($)(7)
($)(7) (1) (1)Stock option award made to Mr. Gentilcore in 2017, to correct a shortfall in his initial new hire grants (the grant date value of which had been initially determined using a target value that assumed a lower base salary than Mr. Gentilcore actually received). Performance-vesting stock options vest on achievement of the MOI Target, provided Mr. Gentilcore is still employed by us or one of our subsidiaries. Time-vesting stock options vest ratably over three years beginning on the first anniversary of June 30, 2016, generally subject to continued employment.(2)Restricted shares granted to Mr. Gentilcore in 2017, to correct a shortfall in his initial new hire grants (the grant date value of which had been initially determined using a target value that assumed a lower base salary than Mr. Gentilcore actually received). Performance-vesting restricted shares will vest on achievement of the MOI Target, provided Mr. Gentilcore is still employed by us or one of our subsidiaries. Time-vesting restricted shares vest ratably over three years beginning on the first anniversary of June 30, 2016, generally subject to continued employment.(3)Restricted stock unit awards will vest as to one-third of the award on each of the first three anniversaries of the grant date, generally subject to continued employment.(4)Stock option awards will vest as to one-third of the award on each of the first three anniversaries of the grant date, generally subject to continued employment.2018 PROXY STATEMENT 37 (5)Restricted stock unit awards will vest 50% on June 30, 2018 and 50% on June 30, 2019, generally subject to continued employment.(6)Stock option awards will vest 50% on June 30, 2018 and 50% on June 30, 2019, generally subject to continued employment.(7)Represents potential payments pursuant to the PQIP,EIP, the Company'sCompany’s performance-based annual bonus plan. There is no cap on the amount of bonuses that may be earned under the PQIP. Actual amounts earned by the named executive officer under the PQIPEIP with respect to 20172023 are listed in the “Non-Equity Incentive Plan”Plan Compensation” column of the Summary Compensation Table above.(2) (8)As required by SEC rules, amounts shownRepresents grants made to the named executive officers of PSUs that will vest in 2026 subject to achievement of Absolute TSR performance over the three-year performance period ending December 31, 2025 described above under “Long-Term Equity Based Incentive Awards” in the column “Grant Date Fair ValueCompensation Discussion and Analysis, generally subject to continued service through the applicable vesting date. Depending on the level of Stock and Option Awards” representachievement of the performance goals, an amount ranging from 0% to 200% of the target number of PSUs granted may actually be earned.(3) Represents grants made to the named executive officers of RSUs that vest in three equal annual installments, generally subject to continued service through the applicable vesting date. (4) Amounts shown reflect the aggregate grant date fair value of restricted shares, restricted stock unit and stock optionthe equity awards granted in the fiscal year2023, determined in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. See note (2)(1) to the Summary Compensation Table above.3848 20182024 PROXY STATEMENT 2017.
Securities
Underlying
Unexercised
Options (#)
Exercisable(18)
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(18)
incentive
plan awards:
# of
Securities
Underlying
Unexercised
Unearned
Options (#)
(18)
Exercise
price
($)(19)
Expiration
Date
Shares or
Units of
Stock That
have Not
Vested (#)
(20)
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(21)
incentive
plan awards:
# of
unearned
shares, units
or other
rights that
have not
vested(#)(20)
incentive
plan awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)(21) 2018 PROXY STATEMENT 39
Securities
Underlying
Unexercised
Options (#)
Exercisable(18)
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(18)
incentive
plan awards:
# of
Securities
Underlying
Unexercised
Unearned
Options (#)
(18)
Exercise
price
($)(19)
Expiration
Date
Shares or
Units of
Stock That
have Not
Vested (#)
(20)
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(21)
incentive
plan awards:
# of
unearned
shares, units
or other
rights that
have not
vested(#)(20)
incentive
plan awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)(21)(1)Time-based restricted shares will vest in three equal installments, beginning on the first anniversary of June 30, 2016, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(2)Performance-based restricted shares will vest on achievement of the MOI Target.(3)Time-based stock options will vest in three equal installments, beginning on the first anniversary of June 30, 2016, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(4)Performance-based stock options will vest on the achievement of the MOI Target.(5)Time-based restricted stock units will vest in three equal installments, beginning on the first anniversary of the grant date, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(6)Time-based restricted stock units will vest in two equal installments, June 30, 2018 and June 30, 2019, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(7)Time-based stock options will vest in three equal installments, beginning on the first anniversary of the grant date, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(8)Time-based stock options will vest in two equal installments, June 30, 2018 and June 30, 2019, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(9)Time-based restricted shares will vest in two equal installments, with 50% vesting on the second anniversary of grant date and 50% vesting on the fourth anniversary of grant date, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(10)Performance-based restricted shares will vest on the earlier of the achievement of the MOI Target or August 1, 2019.(11)Time-based stock options will vest in two equal installments, with 50% vesting on the second anniversary of grant date and 50% vesting on the fourth anniversary of grant date, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(12)Performance-based stock options will vest on the earlier of the achievement of the MOI Target or August 1, 2019.(13)Time-based restricted shares will vest in three equal installments, beginning on the first anniversary of April 30, 2015, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries.(14)Time-based stock options will vest in four equal installments, beginning on the grant date and on each December 1 following the grant date, provided the named executive officer is still employed on the vesting date by us or one of our subsidiaries. These options were granted in an exchange of equity in connection with a prior corporate reorganization tied to the business combination with Eco Services.reorganization.(2) (15)Performance-basedTime-based restricted sharesstock units will vest in three equal annual installments beginning on January 5, 2022, generally provided that the named executive officer is still providing services on the earlierapplicable vesting date to us or one of our subsidiaries.(3) Performance-based performance stock units will vest at the end of the performance period, December 31, 2023, subject to the achievement of performance goals between the MOI Targetperiod of January 1, 2021 and December 31, 2023, generally provided the named executive officer is still providing services on the vesting date to us or November 1, 2019.one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance.(4) Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2023, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. (5) Performance-based restricted stock units will vest at the end of the performance period, December 31, 2024, subject to the achievement of performance goals between the period of January 1, 2022 and December 31, 2024, generally provided the named executive officer is still providing services on the vesting date to us or one of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been reported assuming target performance. (6) Time-based restricted stock units will vest in three equal annual installments beginning on January 5, 2023, generally provided that the named executive officer is still providing services on the applicable vesting date to us or one of our subsidiaries. 40 20182024 PROXY STATEMENT (7) (16)Performance-based restricted stock optionsunits will vest onat the earlierend of the performance period, December 31, 2025, subject to the achievement of performance goals between the MOI Targetperiod of January 1, 2023 and December 31, 2025, generally provided the named executive officer is still providing services on the vesting date to us or November 1, 2019.(17)These sharesone of our subsidiaries. See “Long-Term Equity Based Incentive Awards” above. PSUs have been assigned to an irrevocable family trust. Mr. Randolph is neitherreported assuming target performance.(8) On December 14, 2020, our Board authorized a trustee nor a beneficiaryreduction in the per share option exercise prices of this trust.(18)On September 28, 2017, the numbers of shares underlying outstanding Class A option awards were adjusted to reflectby $1.80, the amount per share of a stock split of 1 Class A share to 8.8275 common share.(19)special dividend declared by the Board. On September 28, 2017,August 2, 2021, our Board authorized a reduction in the option exercise prices of outstanding option awards were adjustedby $3.20, the amount per share of a special dividend declared by the Board.(9) The Board declared a special cash dividend on August 2, 2021. Pursuant to reflectSection 4.5 of the stock split described2017 Plan, the Board is authorized to make an equitable adjustment to the terms of any outstanding equity awards which might be impacted by changes in note 18.(20)On September 28, 2017, the numbersCompany’s capital structure, including payment of restricted shares granted pursuantan extraordinary dividend. In connection with the special dividend, the Board determined to outstanding restricted stock agreements were adjusted. The awards granted to Mr. Randolph and Mr. Ferrall on September 19, 2007 and February 24, 2010 were adjusted to reflectpay a stock split of 1 Class A share to 8.8275 shares of our Common Stock. The restricted shares granteddividend equivalent equal to the special cash dividend to holders of outstanding equity awards as the underlying shares subject of those awards vest. To the extent those dividend equivalent payments are paid to named executive officers, between April 30, 2015 and January 15, 2017 were adjusted tothey will be reported as cash compensation in the conversion of 1 Class Byear they are received.(10) Fair market value has been determined based on the fair market value per share to 15 shares of our Common Stock.(21)The values shown equal the numberCommon Stock of shares or units multiplied by $16.45,$9.77, which was the closing price of a share of our Common Stock on Common Stock as of December 29, 2017, the last business day of fiscal year 2017, as reported on the NYSE. Performance-based awards have been listed assuming that the performance goals associated with such awards are attained.31, 2023.201850 41 sharesstock units and performance stock units during the year ended December 31, 2017. No options were exercised by any of our named executive officers in the year ended December 31, 2017.
shares
acquired on
vesting (#)
realized on
vesting($)(1) (1) (1)Amounts reflect the aggregate dollar value realized upon vesting by multiplying the number of shares that vested by the market value of the underlying Common StockCommon Stock on the applicable vesting date. The market value for the awards held by Messrs. Gentilcore, Crews, Randolph and Ferrall that vested prior to our initial public offering was the fair market value of our Common Stock as of the applicable vesting date as determined in good faith by our Board and for the stock award held by Mr. Koscinski that vested after our initial public offering was the closing price of the Company’s stock as reported on the NYSE on the applicable vesting date.PQ CorporationEcovyst Non-Qualified Personal Retirement Account Excess Savings Plan, an excess benefit plan designed to provide supplemental contributions that cannot be provided under our 401(k) plan due to Internal Revenue Code limits. We believe these plans provide our named executive officers with an opportunity for tax-efficient savings and long-term financial security.PQ CorporationEcovyst Non-Qualified Personal Retirement Account Excess Savings Plan, or the PRA SERP. The PRA SERP is an excess benefit plan designed to provide supplemental Personal Retirement Account contributions that cannot be provided under the PQ Corporation Savings Plan (the Company’sour 401(k) plan)plan due to Internal Revenue Code limits. The plan is administered by a committee appointed by our Board.42 2018 PROXY STATEMENT 2017.
Contributions
in Last FY
($)
Contributions
in Last FY
($)(1)
Earnings in
Last FY
($)(2)
Withdrawals/
Distributions
($)
Balance at
Last FYE
($)(3) (1) (1)Represents CompanyCompany contributions with respect to 20172023 that were credited in 2018.2024. These amounts are included in the “All Other Compensation” column of the “Summary Compensation Table” above.(2) (2)Earnings are credited quarterly, based on the returns of the appropriate Vanguard Retirement Fund. (3) (3)Represents balances under the PRA SERP plan as of December 31, 20172023 and does not include amounts attributable to Company Company contributions made with respect to 20172023 but not credited until 2018.2024.In connection with our initial public offering in September 2017, we entered into severance agreements with Gentilcore, Crews, Randolph, FerrallBitting, Feehan, and Koscinski each are party to a severance agreement with us that supersededprovides them with severance protections and benefits in the existing employment agreement or offer letter, as applicable, with the respective named executive officer. event of certain qualifying terminations of their employment.severance agreements.thetheir severance agreements, in the event of a termination of the named executive officer’s employment by the Company without cause or by the named executive officer with good reason, each of Messrs. Gentilcore, Crews, Randolph, Ferrall, and Koscinskinamed executive officer will receive: (i) his base salary and target annual incentive bonus for a two-year period following termination paid (A) in the case of Messrs. Gentilcore, Crews, and Koscinski in equal installments over such two-year period in accordance with the normal payroll practices of the Company, and (B) in the case of Messrs. Randolph and Ferrall, in a lump sum following termination in accordance with the terms of the severance agreements;Company; (ii) a pro rata amount of the annual incentive bonus that would have been payable in the year of termination based on the number of days the named executive officer was employed during the calendar year and subject to the Company’s achievement of applicable performance goals, which amount will be paid in a lump sum at the time annual bonuses under the PQIPEIP are normally paid; and (iii) continuation of health benefits at active employee rates for 24 months (or until the named executive officer otherwise becomes eligible for health benefits as a result of commencing new employment) to the extent permitted by the applicable benefit plan, or reimbursement of the costs for such coverage under COBRA.If Mr. Gentilcore’sis terminated by the Company without cause or by him with good reason, in each case, within the one year followingof a change in control of the Company, in addition to the severance payments and benefits described above, he will also be entitled to a payment equal to the sum of his base salary and target annual incentive bonus paid in a lump sum on the second anniversary of the date his employment terminates.2018 PROXY STATEMENT 43 If the named executive officer’s employmentofficer is terminated due to his death or disability, the named executive officerindividual (or his estate) will receive a pro rata amount of his target annual incentive bonus.Inwithfor each of Messrs. Gentilcore, Crews, Randolph, Ferrall and Koscinskinamed executive officer contain restrictive covenants for the benefit of the Company, including two-year post termination non-compete and non-solicitation covenants, a prohibition of disclosure of confidential information, and an assignment of inventions and patents to the Company.Company and perpetual confidentiality and non-disparagement covenants. Equityvest and, as applicable, become exercisableforfeit upon a change of control of the Company. EquityCompany unless the successor determines to maintain the awards subject to performance vesting based onfor executives whose employment continues.MOI Target willPSUs granted in 2022, 2023 and 2024 may be deemed earned and may vest and, as applicable, become exercisable upon a change of control, only ifwith such portion to be determined by the Compensation Committee based on the level of achievement of the applicable performance measures prior to the change of control resultscontrol.MOI Target being satisfied.applicable vesting date of the award and will be eligible to be earned based on actual performance, with such pro rata portion based on the number of days of the performance period that occurred prior to the termination of employment. Upon a termination of the named executive officer’s employment due to death, disability, retirement, without cause, or for good reason (if applicable), (i) a pro rata portion of the target number of the restricted shares subject to time vestingPSUs granted to Messrs. Randolphin 2022, 2023 and Ferrall in 20152024 will be deemed earned at target levels and will vest, equal to the number that would otherwise have vestedwith such pro rata portion based on the next vest date, multiplied by a fraction, the numerator of which is the number of days elapsed sinceof the most recent vest date through the termination date, and the denominator of which is the number of dates from theperformance period that occurred prior vest date to the next succeeding vest date, (ii) all other restricted shares subject to time vesting that would otherwise have vested in the two year period following termination of employment will vest on such termination of employment, and (iii) equity awards subject to performance vesting based on the MOI Target will vest, and as applicable, become exercisable, only if the MOI Target is satisfied on or before the six month anniversary of the termination of employment. named executive officer’s death.2017the period from 2022 - 2024, and outstanding time-based stock options, there would be no acceleration of vesting on a termination of employment prior to the applicable vesting date of the award.tabletables below showsshow the estimated value of the severance benefits that each of our currently employed named executive officers would have been entitled to receive if his employment was terminated by us without cause or by the named executive officer for good reason or the termination was due to death, disability, or retirement. The table below assumes that such termination occurred on December 31, 2017.2023. The table below also shows the estimated value associated with the acceleration of certain outstanding equity awards upon a change of control of the Company,death, disability or retirement, assuming that such changeone of controlthose events occurred on December 31, 2017.2023. The actual amounts that would be paid to any named executive officer can only be determined at the time an actual termination of employment or change of controldeath, disability or retirement occurs, and could vary from those listed below.
($)(1)
($)(2)
Acceleration
($)(3)
($) 44 20182024 PROXY STATEMENT
($)(1)
($)(2)
Acceleration
($)(3)
($)
($)(1)
($)(2)
Acceleration
($)(3)
($) (1) (1) Represents the cash severance amounts that would have been payable as a result of the event described in the table above, based on the named executive officer’s base salary and target bonus amount in effect as of December 31, 2017,2023, and without including any accrued but unpaid compensation, paid time-offtime – off or any bonus earned with respect to 20172023 performance (pro rata or otherwise). The cash severance amounts that would have been payable to each of our named executive officers in connection with a termination of employment under various circumstances are described in more detail above.(2) (2)Company-Company – paid portion of the premium for executive’s medical and dentalhealth benefits for the applicable period. For purposes of these calculations, the estimates are based on the Company’s contribution rates as in effect on January 1, 2024.(3) (3)Reflects the accelerated vesting of any unvested stock options and restricted shares that would have vested upon termination or a change of control pursuant to the terms of the award agreements governing such unvested awards outstanding as of December 31, 2017, assuming a price per share of $16.45, which was the closing price of a share of our Common Stock on December 29, 2017, the last business day of fiscal year 2017, as reported on the NYSE. No amounts have been included in respect of performance-based stock options or restricted shares since the MOI Target associated with such awards would not have been satisfied at these shares prices.201854 45 (1) The Principal Executive Officer (“PEO”) for 2023 was Kurt J. Bitting, Chief Executive Officer and he is referenced as the “First PEO” for 2023 in the charts in this section.. The PEO for 2020, 2021, and 2022 was Belgacem Chariag, former Chairman, President, and Chief Executive Officer (whose employment was terminated without cause by the Board on April 25, 2022), and he is referenced as the “First PEO” for 2020, 2021 and 2022 in the charts in this section. Mr. Bitting became our Chief Executive Officer effective April 25, 2022 and is referenced as the “Second PEO” for 2022 in the charts in this section. (2) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. (3) The non-PEO Named Executive Officers (“NEOs”) for 2023 and their respective titles during such year were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Chief Administrative Officer, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; and Paul Whittleston, Vice President and President – Advanced Materials and Catalysts. The non-PEO NEOs for 2022 were Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; George L. Vann, Jr., Vice President and President — Ecoservices; Paul Whittleston, Vice President – Strategy and Business Development; and Thomas Schneberger, President of Ecovyst and President — Catalyst Technologies (who resigned effective November 29, 2022). The non-PEO NEOs for 2021 and their respective titles during such year were Thomas Schneberger, Vice President and President — Catalyst Technologies; Kurt Bitting, Vice President and President — Ecoservices; Michael Feehan, Vice President and Chief Financial Officer; Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President — Performance Chemicals (whose employment terminated on August 2, 2021 in connection with the sale of the Performance Chemicals business); and Michael Crews, Executive Vice President and Chief Financial Officer (who retired from the Company effective September 30, 2021). The non-PEO NEOs for 2020 and their respective titles during such year were Michael Crews, Executive Vice President and Chief Financial Officer; Ray Kolberg, Vice President and President — Catalysts (who resigned effective March 15, 2021); Joseph S. Koscinski, Vice President, General Counsel and Secretary; Albert F. Beninati, Jr., Vice President and President, Performance Chemicals; and Scott Randolph, Vice President and President, Performance Materials (whose employment terminated on December 14, 2020 in connection with the sale of the Performance Materials business). (4) (5) (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) = (d) (1) The calculation used for Compensation Actually Paid is columns (a) + (b) + (c) + (d) + (e) + (f) = (g). 
(a) Represents the number of underlying shares of our Common Stock associated with outstanding options, RSUs and PSUs under stockholder approved plans and includes 342,323 stock options granted under the SIP, 367,100 stock options granted under the 2017 Plan, 1,961,428 RSUs granted under the 2017 Plan, and 959,217 PSUs granted under the 2017 Plan assuming performance at 100% of target. (b) Represents weighted-average exercise price of options outstanding under the SIP and the 2017 Plan and takes into account the reduction in option exercise prices of outstanding option awards by $5.00, which is equal to the $1.80 per share of a special dividend declared by our Board on December 14, 2020 plus the $3.20 per share of a special dividend declared by our Board on August 2, 2021. See note (a) above with respect to restricted stock units granted under the 2017 Plan. The weighted-average exercise price does not take these awards into account. (c) Represents the number of underlying shares of our Common Stock authorized for issuance under future equity awards granted under the 2017 Plan, which reflects PSU performance at 100% of target. At maximum performance of 200% of target, the number of securities remaining available for future issuance under equity compensation plans would decrease to 8,583,180. proxy statement.Proxy Statement. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. Our Board and the Compensation Committee expect to consider the voting results when making future compensation decisions.proxy statement,Proxy Statement, we believe that our executive compensation program enables us to attract, retain, and motivate a high-performing executive management team that improves our fundamental financial performance and provides value to the Company and its stockholders.PQ Group Holdings,Ecovyst Inc.’s named executive officers, as described in this proxy statementProxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.” 3—3 — ADVISORY VOTE ON THE FREQUENCY OF THE VOTEADVISORY VOTES ON EXECUTIVE COMPENSATIONafuture non-binding stockholder advisory votevotes on the compensation of our named executive officers should occur every one, two or three years. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. Our Board and the Compensation Committee intend to take into consideration the voting results when determining how often afuture non-binding stockholder advisory votevotes on the compensation of our named executive officers should occur.thefuture non-binding advisory votevotes on executive compensation to be held every year.Company'sCompany’s stockholders.“One“One Year” with respect to how frequently afuture non-binding stockholder vote votes on executive compensation should occur.46 20182024 PROXY STATEMENT 
Securities and Exchange Commission,SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.PQ’sthe Company’s accounting, auditing and financial reporting practices. In accordance with the rules of the SecuritiesSEC and the New York Stock Exchange Commission for companies who have completed an initial public offering within the past year, the majority of(“NYSE”), the Audit Committee currently is composed entirely of members who are independent, as defined by the listing standards of the New York Stock ExchangeNYSE and PQ’sthe Company’s Corporate Governance Guidelines. Further, the Board has determined that one of our members (Ms. Ross)Ward) is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission.eightfive times during fiscal 20172023 with PQ’sthe Company’s management and PricewaterhouseCoopers LLP (“PwC”), PQ’sthe Company’s independent registered public accounting firm, including, but not limited to, meetings held to review and discuss the annual audited and quarterly financial statements and the Company’s earnings press releases.pursuant to Rule 3526, Communication with Audit Committees Concerning Independence,required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)PCAOB regarding PwC’s communications with the Audit Committee concerning any relationships between PwC and PQ and the potential effects of any disclosed relationships on PwC’s independence, and discussed with PwC its independence. We discussed with management, the internal auditors and PwC PQ’sthe Company’s internal control over financial reporting and the internal audit function’s organization, responsibilities, budget and staffing. We reviewed with both PwC and our internal auditors their audit plans, audit scope, identification of audit risks and their audit efforts.examinationaudit of PQ’sthe Company’s financial statements. We also discussed the results of the internal audit examinationsaudits with and without management present.PQthe Company as of and for the fiscal year ended December 31, 20172023 with Managementmanagement and PwC. Management has the responsibility for the preparation of PQ’sthe Company’s financial statements, and PwC has the responsibility for the audit of those statements.PQ’sthe Company’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 20172023 for filing with the Securities and Exchange Commission.SEC. We also have selected PwC as the independent registered public accounting firm for the year ended December 31, 2018,2024, subject to ratification by PQ’sthe Company’s stockholders.Kimberly Ross,Mark McFadden201862 47 PQEcovyst paid for professional services rendered by PwC for the fiscal year ended December 31, 2017 (fiscal 2017)2023 and the fiscal year ended December 31, 2016 (fiscal 2016)2022 were: Securities and Exchange Commission.primarily for services related to our initial public offering in fiscal 2017audits and debt transactions in both years.routine tax advice, including assistance with tax audits and appeals.certain due diligence services in fiscal 2016technical research software license fees and licenses of accounting and disclosure software in both years.non-audit services.PQEcovyst from engaging PwC to provide any non-audit services prohibited by applicable Securities and Exchange CommissionSEC rules. In addition, we evaluate whether PQ’sEcovyst’s use of PwC for permitted non-audit services is compatible with maintaining PwC’s independence and objectivity. After review of the non-audit services provided, we concluded that PwC’s provision of these non-audit services, all of which were approved in advance, is compatible with its independence.endedending December 31, 2018.2024. We are asking stockholders to ratify this appointment. PwC has served as our independent registered public accounting firm since 2015. Representatives of PwC will attend the Annual Meeting, where they will have the opportunity to make a statement if they wish to do so and will be available to answer questions from the stockholders.48 20182024 PROXY STATEMENT 
20192025 Annual Meeting20192025 annual meeting of stockholders. If you wish to submit a proposal for consideration, you should adhere to the following procedures as prescribed in our Bylaws or Rule 14a-8 under the Exchange Act (“Rule 14a-8”).20192025 annual meeting of stockholders and who wishes the proposal to be included in the proxy materials for that meeting must submit the proposal in writing to us so that it is received by our Secretary no later than December 5, 2018.6, 2024. Please refer to Rule 14a-8 for the requirements that apply to these proposals. Any proposals received after this date will be considered untimely under Rule 14a-8. Written proposals may be mailed to us at PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355, Attn: Secretary.20192025 annual meeting of stockholders by complying with the requirements set forth in Section 1.2 (Advance Notice of Nominations and Proposals of Business) of our Bylaws by providing written notice of the nomination or proposal to our Secretary no earlier than January 4, 20198, 2025 and no later than February 3, 2019.7, 2025. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our Bylaws describe the requirements for submitting proposals at the Annual Meeting. The notice must be given in the manner and must include the information and representations required by our Bylaws.20172023 is available without charge to each stockholder, upon written request to the Secretary at our principal executive offices at Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 and is also available by clicking “SEC Filings” in the Investors section of our website, www.pqcorp.com.American Stock Transfer andEquiniti Trust Company, LLC (“AST”EQ”). All communications concerning accounts of stockholders of record, including address changes, name changes, inquiries as to requirements to transfer PQEcovyst stock and similar issues, can be handled by calling ASTEQ toll-free at (800) 937-5449468-9716 or by accessing AST’sEQ’s website at www.astfinancial.com.PQEcovyst participates in a practice commonly known as “householding,” where a single copy of our Proxy Statement and 20172023 Annual Report is sent to one address for the benefit of two or more stockholders sharing that address unless we have received contrary instructions. However, a separate proxy card will still be provided for each stockholder sharing an address. Householding is permitted under rules adopted by the Securities and Exchange CommissionSEC as a means of satisfying the delivery requirements for proxy statements and annual reports, potentially resulting in extra convenience for stockholders and cost savings for companies. If you hold your shares through a broker, you may have consented to reducing the number of copies of materials delivered to your address. In the event you wish to revoke your consent provided to a broker, you must contact that broker to revoke your consent. If you are subject to householding, we will promptly deliver a separate copy of either document to you if you contact our Secretary at PQ Group HoldingsEcovyst Inc., Valleybrooke Corporate Center, 300 Lindenwood Drive, Malvern, Pennsylvania 19355 or call us at (610) 651-4400.(484) 617-1200. If you receive multiple copies of our Proxy Statement and 20172023 Annual Report at your household and wish to receive only one, please notify your broker or contact our Secretary.2018 PROXY STATEMENT 49 Other MattersDirections to Attend the Annual Meeting300 Lindenwood Dr.Valleybrooke Corporate CenterMalvern, PA 19355-1740From Route 202 South:Take exit toward PA-29 N (0.4m)Tum left at E. Swedesford Rd. (0.4m)Tum left at PA-29S (0.2m)Tum Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entranceFrom Route 202 North:Take exit toward PA-29 S toward Malvern (0.2m)Turn Right at Morehall Rd./PA-29S (0.1m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entranceFrom the Schuylkill Expressway (I-76):Follow I-76 West to Route 202 South exit (26B)After exiting stay in the left lane until it merges with Route 202 South towards West ChesterContinue on Route 202 South for approximately 5.3 miles, and take exit toward PA-29 NTurn left at E. Swedesford Rd. (0.4m)Tum left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entranceFrom the Pennsylvania Turnpike:Exit at Interchange #326, Valley ForgeTake Route 202 South exitStay in the left lane until it merges with Route 202 South headed towards West ChesterContinue on Route 202 South for approximately 5.3 miles, and take exit toward PA-29 NTum left at E. Swedesford Rd. (0.4m)Tum left at PA-29S (0.2m)Tum Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance50 20182024 PROXY STATEMENT Philadelphia Airport:Take I-95 South (towards Delaware) approximately 3 milesTake I-476 North (towards Plymouth Meeting) approximately 15 milesTake I-76 Westand after the election of directors at the annual meeting of stockholders to Valley Forge exitFollow I-76 West to Valley Forge exitFollow I-76 West to Route 202 SouthTake exit toward PA-29 N (0.4m)Tum left at E. Swedesford Rd. (0.4m)Turn left at PA-29S (0.2m)Turn Right at Lindenwood Dr. (0.1m)Bear left at Valleybrooke Corporate Center main entrance201866 51
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Ecovyst Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Valleybrooke Corporate Center
300 Lindenwood Drive
Malvern, Pennsylvania 19355-1740
Dear Stockholder:
We cordially invite you to attend our
The proxy statement accompanying this letter describes the business we will consider at the annual meeting. Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible. Instructions for Internet and telephone voting are attached to your proxy card. If you prefer, you can vote by mail by completing and signing your proxy card and returning it in the enclosed envelope.
We hope that you will be able to join us on May
Sincerely,
Kurt J. Bitting
Director and Chief Executive Officer
Valleybrooke Corporate Center
300 Lindenwood Drive
Malvern, Pennsylvania 19355-1740
The
To elect the three Class I director nominees specifically named in the proxy statement, each to serve for a term of three years.
To hold an advisory vote on the compensation paid by the Company to its named executive officers (the “say-on-pay proposal”).
To hold an advisory vote on the frequency of
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,
To amend the Second Restated Certificate of Incorporation, as amended and corrected (the “Charter”), to declassify the Board of Directors (the “Board”) of the Company (the “Charter Amendment”).
To consider any other business properly brought before the Annual Meeting.
The Company has determined to hold a
By Order of the Board of Directors,
Joseph S. Koscinski
Secretary
Malvern, Pennsylvania
April
8, 2024
Table of Contents
2024 PROXY STATEMENT
Table of Contents
Page
Number
ECOVYST INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
May
8:30 a.m. (Eastern Time)
INTRODUCTION
At the Annual Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON MAY
REPORT AND THE FORM 10-K FOR FISCAL
WWW.PROXYVOTE.COM.
1
Although we encourage you to read this Proxy Statement in its entirety, we include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting.
Why are we providing these materials?
Our Board is providing these materials to you in connection with our Annual Meeting, which will
What information is contained in this Proxy Statement?
This Proxy Statement contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid officers, and other required information.
What proposals will be voted on at the Annual Meeting?
There are
The Charter Amendment to declassify the Board.
We will also consider other business properly brought before the Annual Meeting.
Can I attend the Annual Meeting?
The Company has decided to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost.
To participate in the virtual meeting, you will need the control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 8:30 a.m. (Eastern Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. (Eastern Time), and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.
We are committed to ensuring that stockholders will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ECVT2024. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
What shares can I vote?
You may vote all shares of Common Stock that you owned as of the close of business on the record date, March
2
2024 PROXY STATEMENT
As of March
What is the difference between being a stockholder of record and a beneficial owner of shares held in street name?
Many of our stockholders hold their shares through brokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner of shares held in street name.
Stockholder of record:If your shares are registered directly in your name with
How do I vote?
There are four ways to vote:
By attending the Annual Meeting Online. During the Annual Meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/ECVT2024. Have your proxy card or voting instruction form available when you access the virtual meeting webpage.
Online. You may vote by proxy by visiting www.proxyvote.com and entering the control number found on your proxy card. The availability of online voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares.
Phone. You may vote by proxy by calling the toll free number found on your proxy card. The availability of phone voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares.
Mail. You may vote by proxy by filling out your proxy card and returning it in the envelope provided.
Can I change my vote or revoke my proxy?
You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting.
By Attending the Annual Meeting Online. You may revoke your proxy and change your vote by attending the Annual Meeting online and voting electronically during the meeting. However, your attendance online at the Annual Meeting will not automatically revoke your proxy unless you properly vote electronically during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to Ecovyst’s Secretary at 300 Lindenwood Drive, Malvern, Pennsylvania 19355.
Online. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.
Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.
Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card received prior to the Annual Meeting will be counted.
3
What happens if I do not instruct how my shares should be voted?
Stockholders of record.If you are a stockholder of record and you:
indicate when voting online or by phone that you wish to vote as recommended by the Board; or
sign and return a proxy card without giving specific instructions,
Beneficial owners of shares held in street name.If you are a beneficial owner of shares held in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, then the broker, bank or other nominee that holds your shares may generally vote your shares in their discretion on “routine” matters, but cannot vote on “non-routine” matters.
What are routine and non-routine proposals?
The following proposal is considered a routine matter:
The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,
The following proposals are considered non-routine matters:
Election of directors (Proposal 1);
Advisory vote on the say-on-pay proposal (Proposal 2);
Advisory vote on the frequency of
The Charter Amendment (Proposal 5).
What constitutes a quorum for the Annual Meeting?
The presence at the meeting,
What vote is required to approve each proposal?
Proposal 1: Election of directors. Directors are elected by a plurality of the votes cast. Therefore, if you do not vote for a nominee, or you “withhold authority to vote” for a nominee, your vote will not count either “for” or “against” the nominee.
Proposal 2: Advisory vote on the say-on-pay proposal. Generally, approval of any matter presented to stockholders (other than the election of directors) requires the affirmative vote of a majority of the votes cast on the matter. However, because this proposal asks for a non-binding, advisory vote, there is no “required” vote that would constitute approval.
Proposal 3: Advisory vote on the frequency of
4
Proposal 4: Ratification of PwC.The affirmative vote of a majority of the votes cast is required to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,
Proposal 5: The Charter Amendment. The Charter Amendment requires the affirmative vote of a majority of the outstanding shares of capital stock of the Company to be approved.
What effect will broker non-votes and abstentions have?
Broker non-votes and abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of
Who pays for costs relating to the proxy materials and Annual Meeting?
The costs of preparing, assembling and mailing this Proxy Statement, the proxy card and the Annual Report, along with the cost of posting the proxy materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular
Who should I call if I have any questions?
If you have any questions about the Annual Meeting, voting or your ownership of our Common Stock, please call us at
InvestorRelations@ecovyst.com.
5
ELECTION OF DIRECTORS
Ecovyst currently has a classified Board
Our Board has nominated, and stockholders are being asked to
Mr. Althoff, 67, has over 40 years of experience in the chemical and energy industries. From September 2019 to September 2022, he served as Director and Chairman of the Board of Vereson Midstream LP, and from September 2019 to December 2022, he served as Director of Alliance Pipeline and Aux Sable LP. From October 2017 to September 2019 he served as President and Chief Executive Officer of Veresen Midstream LP, and he served as President and Chief Executive Officer of Veresen Inc. from November 2012 to September 2017. From October 2008 to September 2012 he served as President and Chief Executive Officer at Flex Fuel. From 1981 to 2008, Mr. Althoff served in roles of increasing responsibility with Amoco Corporation and BP PLC. Mr. Althoff holds a Bachelor of Science in Chemical Engineering from the University of Illinois. Mr. Althoff was nominated for election to the Board as a result of his experience in the chemical and energy industries as well as his general business experience.
If elected, the nominees will each hold office until our
Each of the above nominees has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of Common Stock represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that any of the above-mentioned persons will not serve his or her term as a director.
We believe that all our nominees possess the professional and personal qualifications necessary for
The Board recommends a vote FOR the election of each of the director nominees.
The following table sets forth the name, age and
Name
Age
Position
Class
Director
Class I
Director
Class I
Director
Class I
Robert Coxon
Director
Class II
Director
Class II
Director
58
Class III
Director and CEO
Class III
David A. Bradley
53
Director
Class III
6
Class I – Directors with Terms Expiring in
ANNA C. CATALANO
Age:
Independent Director
KYLE VANN
Age: 76
Independent Director
Kyle Vann(1) has served on our Board since 2014. Mr. Vann
SARAH LORANCE
Age: 50
Independent Director
Sarah Lorance has served on our Board since March 2024. Ms. Lorance has over 25 years of business experience, including as Owner and Executive Consultant at Autumn Advisors, LLC since November 2021 and in various capacities from March 1997 to October 2020 at Elevance Health, Inc. (formerly Anthem, Inc.), where she most recently served as Chief Compliance Officer. She has served on the board of directors of the Alzheimer's Association since January 2015 and she currently is Chair of the Board, Chair of the Executive Committee and a member of the Compensation Committee. Additionally, she currently serves on the board of directors of
2024 PROXY STATEMENT
7
Class II – Directors with Terms Expiring in
ROBERT COXON
Age:
Independent Director
Robert Coxon has served on our Board since 2007. Mr. Coxon was previously a Senior Advisor to The Carlyle Group, assisting buyout teams in Europe, the United States, the Middle East and Asia until 2013. In that role, he advised Carlyle in making and managing investments in the chemicals sector and was based in London. Prior to joining Carlyle, Mr. Coxon was the Senior Vice President of ICI and the Chief Executive Officer of Synetix, a
SUSAN F. WARD
Age:
Independent Director
BRYAN K. BROWN
Age:
Independent Director
8
KURT J. BITTING
Age: 48
Director and Chief Executive Officer
DAVID A. BRADLEY
Age:
Independent Director
KEVIN M. FOGARTY
Age:
Non-Executive Chairman and Independent Director
9
Director Compensation
In
Each eligible non-employee director receives an annual cash retainer of $50,000.
The chairperson of the
The chairperson of each other committee, to the extent eligible for compensation under the policy, receives an additional annual cash retainer of $15,000.
Each eligible non-employee director receives an annual equity grant in the form of restricted stock units with a grant date fair value of $200,000. The terms of each such award are set forth in
Mr. Fogarty receives the standard director pay package outlined above, plus a $250,000 fee differential for his service as Non-Executive Chairman. The fee differential is paid in the form of an additional annual cash retainer of $50,000 and additional restricted stock units with a grant date fair value of $200,000. As is the case with the restricted stock units granted to other non-employee directors, the restricted stock units which form a part of the fee differential provide for vesting after one year of continued service as director or upon an earlier occurrence of a change in control.
All cash and equity awards granted under the non-employee director compensation policy are granted under, and subject to the limits of, the
In
On
Stock Ownership Guidelines for Non-Employee Directors
Under our stock ownership guidelines applicable to our non-employee directors, each of our
these guidelines.
2024 PROXY STATEMENT
The following table summarizes the
Name
Ownership Requirement
Ownership(1)
Robert Coxon
$625,000
3.06x
Anna Catalano(2)
$625,000
0.53x
Kyle Vann
$625,000
3.09x
David Bradley(3)
$625,000
0.92x
Bryan Brown(4)
$625,000
0.63x
Kevin Fogarty(5)
$625,000
1.83x
Susan F. Ward(6)
$625,000
1.06x
Director Compensation Table
The following table sets forth certain information with respect to cash compensation and stock awards granted to our non-employee directors in
Name
Fees Earned
Stock
Non-Equity
All Other
Total
Michael Boyce(1)
357,500
357,507
223,438
86,186
1,024,631
Christopher Behrens(1)
—
—
—
—
—
Greg Brenneman
—
—
—
—
—
Robert Coxon
65,000
200,008
—
—
265,008
Martin S. Craighead
25,000
200,211
—
—
225,211
Andy Currie
—
—
—
—
—
Jonny Ginns
—
—
—
—
—
Mark McFadden
—
—
—
—
—
Kimberly Ross
35,000
200,211
—
—
235,211
Robert Toth
—
—
—
—
—
Kyle Vann
50,000
200,008
—
—
250,008
Timothy Walsh
—
—
—
—
—
Name
Fees Earned
or Paid in
Cash
($)(1)
Stock
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
David A. Bradley
$59,643
$199,998
—
—
$259,641
Bryan K. Brown
$50,000
$209,995
—
—
$259,995
Anna C. Catalano
$50,000
$199,998
—
—
$249,998
Robert Coxon(3)
$65,000
$209,995
—
—
$274,995
Kevin M. Fogarty
$115,000
$399,996
—
—
$514,996
Jonny Ginns(4)
—
—
—
—
—
Kyle Vann
$50,000
$209,995
—
—
$259,995
Susan F. Ward
$70,000
$220,003
—
—
$290,003
Timothy Walsh(5)
—
—
—
—
—
As required by
11
✔
Proposal to provide for annual election of directors and eliminate the classified structure of the Board (See Proposal 5)
✔
Board retirement / tenure policy promotes refreshment
✔
8 of our 9 directors are independent
✔
No stockholder rights plan in effect
✔
All Board committees are comprised of independent directors
✔
Shareholder action by written consent permitted
✔
Non-Executive Board Chair
✔
Improved Board and Committee self-assessment process
✔
Majority of our directors are diverse
✔
No supermajority vote to remove directors or amend charter or bylaws
✔
Robust Board continuing education program
✔
Active oversight of risk and strategy by Board and Management
✔
Regular meetings of non-management, independent directors
✔
Robust Code of Conduct applicable to directors, officers and employees
✔
Stock ownership guidelines applicable to Directors and Named Executive Officers
Governance Review and Governance Changes
As a result of the sale by CCMP, formerly our primary private equity sponsor, of the remainder of its stockholdings in the Company in 2023, our Board undertook a review of the Company’s corporate governance framework to determine if changes to our policies and practices were warranted. In conducting this review, the Board considered governance practices among similarly situated companies and took into consideration practices that are designed to provide for stockholders to have a greater voice in the governance of the Company. As a result of this review, the Board has included the Charter Amendment (Proposal 5) on the ballot for the 2024 annual meeting of stockholders. For more information about the Charter Amendment, please see Proposal 5.
Also in connection with the Board’s governance practices review and as a means of ensuring that the Board is comprised of highly qualified directors who bring new ideas and insights to the Board as a whole and to promote director refreshment, new perspectives, diverse views and independence among Board members, the Board in 2023 also amended the Company’s Corporate Governance Guidelines to incorporate a retirement and tenure policy with respect to directors. Pursuant to the retirement and tenure policy, upon reaching the age of 75, a director shall offer to resign from the Board and all committees thereof effective upon the completion of his or her then-current term, and the Nominating and Corporate Governance Committee shall review the continued appropriateness of that director’s membership on the Board under the circumstances and shall make a recommendation to the full Board as to whether to accept or decline such offer to resign. In addition, a non-employee director who has served on the Board for twelve (12) consecutive years shall offer to resign from the Board and all committees thereof effective upon the completion of his or her then-current term, and the Nominating and Corporate Governance Committee shall review the continued appropriateness of that non-employee director’s membership on the Board under the circumstances and shall make a recommendation to the full Board as to whether to accept or decline such offer to resign. The twelve (12) year service period is calculated beginning on the date the non-employee director first joined the Board (whether as a result of election by the Board to fill a director vacancy or election by the stockholders) or, if applicable, the date of Ecovyst’s initial public offering, whichever is later. Director Kyle Vann, having reached the age of 75 and being at the end of his current term as a director, is not standing for re-election in 2024 and will retire from the Board effective at the annual meeting of stockholders. Mr. Vann did not request, and the Board did not grant, a waiver of the retirement policy to allow him to serve another term on the Board.
In 2023, the Board also reviewed its existing process to conduct self-evaluations for the Board and each of its committees. As a result of this review, the Board instituted a more robust process in which Board and committee members anonymously complete questionnaires
12
2024 PROXY STATEMENT
that are designed to elicit feedback regarding the operations of the Board and its committees. The results of the consolidated questionnaires then were reviewed with the Board as a whole and were provided to the Board committees for their evaluation and potential action.
From time to time, the Board will continue to evaluate the governance structure for the Company and may make changes if they are deemed to be in the best interest of the Company and its stockholders.
Our Board currently consists of 9 members, with Mr. Fogarty serving as Non-Executive Chairman of the Board. In this capacity, Mr. Fogarty leads all meetings of the Board and of its non-management, independent directors consistent with the provisions of our Corporate Governance Guidelines. Our Board and its committees meet periodically throughout the year, as needed, to oversee management of the Company’s business and affairs for the benefit of its stockholders. During
As set forth in our Corporate Governance Guidelines, our Board and its committees regularly have access to those Company employees as the Board or its committees deem necessary to effectively oversee the management of the Company. At each of our regularly scheduled Board and committee meetings, our executive management team and other Company employees provide our Board and its committees with information regarding their respective businesses and functions and the Board members have the opportunity to pose questions to such executives and employees.
Also consistent with our Corporate Governance Guidelines, the Board and its committees have the opportunity to engage outside advisers to provide such advice as the Board or its committees requires to effectively oversee the management of the Company.
Periodically throughout the year, the non-employee and independent directors meet in executive session without members of management present. These meetings allow
In
Name
Audit
Compensation
Nominating
Health, Safety
Kimberly Ross
*
Mark McFadden
X
Jonny Ginns(2)(3)
X
X
Timothy Walsh
*
Andrew Currie(3)
X
X
X
Greg Brenneman
*
Martin Craighead
X
X
Kyle Vann
X
Robert Coxon(2)
X
*
Robert Toth
X
Michael Boyce(4)
X
Number of meetings during fiscal 2017
8
2
0
1
Our Corporate Governance Guidelines provide that our Board shall consist of
Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for reporting annually to the Board an evaluation of the overall performance of the Board. In addition, the written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee provide that each such committee shall evaluate its performance on an annual basis using criteria that it has developed and shall report to the Board on its findings. The Board and each committee of the Board conducts such performance reviews on an annual basis. Improvements made to this annual performance review process in 2023 are described above.
During fiscal 2023, the Board had four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Health, Safety, Environment and Security Committee. The charter for each committee can be found in the Investors section of our website at https://investor.ecovyst.com under “Management & Governance” and more information about the primary roles and responsibilities of each committee is set forth below. The members of each committee are appointed by the Board, and, consistent with our Corporate Governance Guidelines, the Board takes into consideration the particular skills of Board members when appointing members to each standing committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.
The chairpersons of the standing Board committees regularly provide reports to the full Board regarding the topics of discussions of their respective committee meetings and actions taken at such committee meetings.
The table below provides information about the membership of our standing Board committees during fiscal 2023:
Name
Audit
Compensation
Nominating
and
Corporate
Governance
Health, Safety,
Environment
and
Security
Susan F. Ward
*
Jonny Ginns(1)
X
X
Timothy Walsh(2)
*
Kyle Vann
X
X
Robert Coxon
X
*
Kevin M. Fogarty(3)
*
David A. Bradley(4)
*
X
Bryan K. Brown
X
X
Anna C. Catalano(3)(4)
X
Number of meetings during fiscal 2023
5
4
4
4
14
2024 PROXY STATEMENT
Additional information regarding our Board committees and their roles is set forth below:
Audit Committee — Among other matters, the Audit Committee’s duties and responsibilities are to:
appoint or replace, compensate and oversee the Company’s independent auditors, who will report directly to the Audit Committee, for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;
pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, subject to de minimis exceptions that are approved by the Audit Committee prior to the completion of the audit;
review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the selection, application and disclosure of critical accounting policies and practices used in such financial statements;
discuss with management and the outside auditors any significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles;
review and discuss with management our legal, regulatory and compliance programs, including procedures and practices relating to compliance with applicable anti-corruption and anti-bribery laws and swaps transactions;
oversee our Enterprise Risk Management program;
oversee our cybersecurity risk mitigation efforts and the disclosure of cyber incidents if such disclosure is required by SEC rules; and
review and discuss with management and the independent auditor any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies.
The members of our Audit Committee currently are Susan F. Ward (Chair), Robert Coxon, Bryan K. Brown and Kyle Vann. Our Board has determined that Ms. Ward and Messrs. Brown, Coxon and Vann each meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the governance and listing standards of the New York Stock Exchange. All of the members of the Audit Committee are financially literate and Ms. Ward is also considered an “audit committee financial expert” within the meaning of the applicable rules of the SEC.
Compensation Committee — Among other matters, the Compensation Committee’s duties and responsibilities are to:
review the Company’s overall compensation strategy, including base salary, incentive compensation and equity-based grants, to provide for appropriate rewards and incentives for the Company’s management and employees;
review and approve corporate goals and objectives relevant to our Chief Executive Officer and other executive officer compensation;
evaluate the performance of our Chief Executive Officer and other executive officers in light of those goals and objectives;
determine and approve the compensation of the Chief Executive Officer and other executive officers of the Company; and
administer the Company’s equity-based plans and management incentive compensation plans and grant awards under such plans.
The Compensation Committee currently consists of David A. Bradley (Chair), Anna Catalano and Kyle Vann. Our Board has determined that each member of the Compensation Committee meets the independence requirements under the governance and listing standards of the New York Stock Exchange and are “non-employee directors” under Rule 16b-3 of the Exchange Act.
2024 PROXY STATEMENT
15
Nominating and Corporate Governance Committee — Among other matters, the Nominating and Corporate Governance Committee’s duties and responsibilities are to:
identify individuals qualified to become Board members, receive nominations for such qualified individuals, recommend director nominees to the Board and recommend qualified individuals to serve as committee members on the various Board committees;
review our Corporate Governance Guidelines at least on an annual basis and recommend changes as necessary;
articulate to the directors what service on the Board entails, including reference to our Corporate Governance Guidelines and the basic responsibilities of directors with respect to attendance at Board meetings and advance review of meeting materials;
review the Company’s practices and policies regarding Board size, retirement and tenure requirements, Board refreshment and service of non-employee directors;
recommend to the Board and its committees the processes for annual evaluations of the Board and its committees;
oversee the Company’s ethics and compliance functions, including our Code of Conduct and Code of Ethics for Senior Executives and Financial Officers;
oversee Company policies with respect to significant issues of corporate public responsibility, including political contributions; and
review and approve all related party transactions to the extent such transactions are required to be disclosed in any public filings made by the Company pursuant to Item 404 of Regulation S-K.
The Nominating and Corporate Governance Committee currently consists of Kevin M. Fogarty, Anna C. Catalano and Bryan K. Brown, with Mr. Fogarty serving as the chairperson of the committee in 2023 and Ms. Catalano becoming chairperson of the committee effective January 1, 2024. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined under the governance and listing standards of the New York Stock Exchange.
Health, Safety, Environment and Security Committee —Among other matters, the Health, Safety, Environment and Security Committee’s duties and responsibilities are to:
review the Company’s health, safety, environmental, security and sustainability policies, initiatives and performance;
review management systems designed to ensure compliance with applicable laws, regulations and Company standards with respect to health, safety, environmental, security and sustainability matters;
review and provide input to the Company on the management of current and emerging health, safety, environmental, security and sustainability issues; and
review the organization’s progress and performance in achieving goals, targets and objectives with respect to health, safety, environment, security and sustainability.
The Health, Safety, Environment and Security Committee currently consists of Robert Coxon (Chair) and David Bradley.
None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.
16
2024 PROXY STATEMENT
It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Ecovyst. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Ecovyst. The Board believes that evaluating the executive team’s management of the various risks confronting Ecovyst is one of its most important areas of oversight.
In accordance with this responsibility, the Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board reviews strategic, financial and execution risks and exposures associated with the annual plan and long-term plans, material litigation and other matters that may present material risk to the Company’s operations, plans, prospects or the Company’s reputation, acquisitions and divestitures, senior management succession planning and enterprise risk management.
In connection with risk oversight, Board committees assist with the review, assessment and oversight of the Company’s risk management efforts. The chart below sets forth some examples of the roles Board committees play in risk oversight:
Committee
Risk Oversight Areas
Audit Committee
• The design, adequacy and effectiveness of our internal controls
• Review of our earnings releases and quarterly and annual report filings with the SEC
• Review of the Company’s enterprise risk management program and material risks identified as part of annual review of Company risks
• The integrity of the Company’s information technology systems, the adequacy of security measures taken to protect such systems and disclosure of material cyber incidents in accordance with SEC rules
Compensation Committee
• Whether the Company’s compensation policies and practices provide appropriate incentives to management or encourage undue risk-taking by management
• Applying, if necessary, the clawback provisions of the 2017 Plan and the Company’s Policy for Recoupment of Incentive Compensation, which was adopted by the Board to comply with SEC and NYSE requirements
• Administration and oversight of stock ownership requirement for directors and executive officers
• Establishment of CEO and other executive officer compensation based on performance reviews
Nominating and Corporate Governance Committee
• Compliance with ethical requirements, including avoidance of conflicts of interest
• Corporate public responsibility, including political contributions
Health, Safety, Environment and Security Committee
• Oversight of the Company’s programs and procedures to manage and mitigate HSES risks
• Ensuring that management recognizes and addresses emerging HSES issues and regulations
• Ensuring the Company conducts appropriate internal and external HSES auditing programs, assesses the results of such audits and implements corrective action for issues identified in such audits
Our insider trading policy prohibits our directors, officers and employees from entering into hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as our other stockholders.
2024 PROXY STATEMENT
17
Enterprise Risk Management
In 2018, the Company implemented an Enterprise Risk Management process that is designed to identify, assess, mitigate and monitor the risks the organization faces. The process is guided by an ERM Charter, which sets forth the primary goals of the program and is overseen, internally, by a Risk Council that is comprised of members of the executive team as well as externally through the Audit Committee of the Board. In conducting the program, the Company engages in a series of risk identification workshops in its business units and functions, including finance, legal, environment and sustainability, health and safety, strategy and others. Upon completion of the workshops, the Company develops a listing of the identified risks and risk definitions. Those risks then are evaluated through a risk assessment process in which Company personnel assess the severity, likelihood and existing mitigation effectiveness relating to the identified risks. After compiling the results of the assessment process in 2023, management then conducted a “Teach-In” session with the Board to review the findings. In addition, individual risks are assigned to one or more “risk owners” who review the existing mitigation efforts and steps that should be taken to further mitigate the effects of such risks. Those risk owner reviews then are presented to the Audit Committee at its regularly scheduled meetings.
The Board believes it is a priority to engage in thoughtful, deliberate director refreshment that expands diversity in experience and critical perspectives in order to benefit all of Ecovyst’s stakeholders. As a result, six of our nine current Board members have joined the Board as directors since 2022.
We seek to have a Board that represents diversity as to experience, gender and ethnicity/race, but we do not have a formal policy with respect to diversity. We also seek a Board that reflects a range of talents, ages, tenures, skills, character and expertise, particularly in the areas of leadership, operations, risk management, accounting and finance, strategic planning and the industries in which we operate, sufficient to provide sound and prudent guidance with respect to our operations and interests.
Our Board currently is comprised of 9 members, and we believe their ages, experiences, gender and ethnic diversities and skills collectively bring a broad range of outlooks and talents to their services to the Company. For example, five of our current directors – or approx. 55% of the Board composition – bring gender or racial/ethnic diversity to the Board and a sixth member of our Board is an armed forces veteran. The illustrations below show the make-up of our current Board of Directors based on age, Board tenure, independence, and gender and racial/ethnic diversity.
18
2024 PROXY STATEMENT
We also strive to recruit and retain qualified directors who bring a diversity of thought and experience to our Board. The chart below shows certain of the various skills and experiences that our Board believes are important to the oversight of the Company and the number of current Board members who bring such skill or experience to the Board.
Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee
Under its charter, our Nominating and Corporate Governance Committee is responsible for recommending to the Board candidates to stand for election to the Board at the Company’s annual meeting of stockholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Corporate Governance Committee may receive suggestions for new directors from a number of sources, including Board members and our Chief Executive Officer, and may also, in its discretion, employ a third-party search firm to assist in identifying candidates for director. The Corporate Governance Guidelines provide that each director should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee the Company’s business. It is the policy of the Board that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stakeholders. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The Nominating and Corporate Governance Committee evaluates each individual in the context of the skills, character, diversity and expertise of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. In addition, the Nominating and Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical and other information contained in this Proxy Statement. Prior to the appointment of Ms. Lorance to the Board effective March 1, 2024 and the nomination of Mr. Althoff for election as a director at the annual meeting of stockholders, the Board considered a number of qualified candidates for these positions and ultimately selected Ms. Lorance and Mr. Althoff for appointment or nomination, as the case may be.
20
2024 PROXY STATEMENT
Procedures for Recommendation of Director Nominees by Stockholders
The Nominating and Corporate Governance Committee considers properly submitted recommendations for candidates to the Board from stockholders in accordance with our Bylaws. Any stockholder may submit in writing a candidate for consideration for each stockholder meeting at which directors are to be elected by
Under our Corporate Governance Guidelines, our Board may select a Chairperson at any
Since our initial public offering, we have maintained a classified board structure in which directors are divided into three classes and one class is elected each year to serve a three-year term. The Board believed that this classified board structure promoted continuity and stability of strategy and encouraged a long-term perspective by Company management and facilitated the ability of the Board to focus on creating long-term stockholder value. With the exit of CCMP, formerly our primary private equity sponsor, in 2023, the Board reevaluated the classified structure and concluded that it would be in the best interests of the Company and
Our Corporate Governance Guidelines provide that in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following certification of the stockholder vote. The Board shall determine whether or not to accept such resignation within a period of 120 days following the stockholder vote, and will promptly publicly disclose its decision to accept or reject the resignation and the reasons for doing so.
2024 PROXY STATEMENT
21
It is our policy that a director
The Board also believes that each director should advise the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve as a member on another board of directors.
Pursuant to our Audit Committee charter and the New York Stock Exchange listing rules, members may serve on no more than three separate public company audit committees simultaneously without prior review and determination by the Board that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee.
As a means of ensuring that the Board is comprised of highly qualified directors who bring new ideas and insights to the Board as a whole and to promote director refreshment, new perspectives, diverse views and independence among Board members, the Board in 2023 amended the Corporate Governance Guidelines to incorporate a retirement and tenure policy with respect to directors. Pursuant to the retirement and tenure policy, upon reaching the age of 75, a director shall offer to resign from the Board and all committees thereof effective upon the completion of his or her then-current term, and the Nominating and Corporate Governance Committee shall review the continued appropriateness of that director’s membership on the Board under the circumstances and shall make a recommendation to the full Board as to whether to accept or decline such offer to resign. Director Kyle Vann, having reached the age of 75 and being at the end of his current term as a director, is not standing for re-election in 2024 and will retire from the Board effective at the annual meeting of stockholders. Mr. Vann did not request, and the Board did not grant, a waiver of the retirement policy to allow him to serve another term on the Board.
In addition, a non-employee director who has served on the Board for twelve (12) consecutive years shall offer to resign from the Board and all committees thereof effective upon the completion of his or her then-current term, and the Nominating and Corporate Governance Committee shall review the continued appropriateness of that non-employee director’s membership on the Board under the circumstances and shall make a recommendation to the full Board as to whether to accept or decline such offer to resign. The twelve (12) year service period shall be calculated beginning on the date the non-employee director first joined the Board (whether as a result of election by the Board to fill a director vacancy or election by the stockholders) or, if applicable, the date of Ecovyst’s initial public offering, whichever is later.
Stockholders and other interested parties may communicate directly with the Board, the non-employee directors or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Secretary,
The current versions of our Corporate Governance Guidelines, Code of Conduct, Code of Ethics for Senior Executive and Financial Officers and charters for our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and
22
2024 PROXY STATEMENT
Health, Safety, Environment and
Sustainability is intertwined with our daily business and is reinforced through our strategy and values. We strive to create sustainable products that are safe for the environment, and to reduce waste and increase efficiencies for our customers and stakeholders. We believe that our products contribute to lower emissions and cleaner air, advance the global transition to clean energy, support the circular plastics economy and ensure clean, purified drinking water. We are committed to creating environmentally responsible products that we believe make a difference in people’s daily lives and for our planet.
While offering products and services that help our customers to advance their own sustainability goals, we also work to advance our commitment to maintain sound environmental, social and governance (“ESG”) practices, policies and procedures. For example, we:
Were awarded a 2024 Platinum Sustainability rating from EcoVadis, a third-party sustainability evaluation company. The Platinum rating from EcoVadis places us among the top 1% (99th percentile) of all companies assessed by EcoVadis over the past twelve months;
Maintained an executive level position of Vice President – Environment and Sustainability that reports directly to our CEO;
Under the leadership of our Global Director of Health, Safety and Process Safety Management, instituted additional health, safety and process safety programs, as well as launched a company-wide employee health and wellness program that covers both physical and mental health;
Provided enhanced sustainability information on our website and published our 2022 Sustainability Report, our second as Ecovyst, in July 2023;
Continued work towards our recently announced series of 2025 and 2030 sustainability goals with respect to fuel usage, power usage, health, safety and environment performance, and community engagement;
Introduced our employees to our core values Stewardship, High Standards, Integrity and Engagement (“SHINE”) and in 2023, provided training on these values and provisions of our Code of Conduct, completing training for approximately 99.8% of active employees in 2023;
Continued steps to implement additional improvements in a number of areas, including health, safety and environmental (“HSE”) performance; commitment to diversity, inclusion and human rights both within our company and in our supply chain; and ethical and lawful business practices;
Further integrated a corporate-wide sustainability software platform, which we are utilizing as an internal, real-time sustainability performance dashboard to enable improved analytics and greater visibility into our sustainability impacts; and
Achieved a greater than 90% performance in our flagship HSE Perfect Days program, which targets at-risk behaviors and celebrates positive HSE performance across the organization on a daily basis.
The sections that follow provide some highlights of our environmental, social, and governance programs and procedures.
Environmental Stewardship. Our products and technologies continue to address our customers’ sustainability challenges, tightening global regulatory standards and changing consumer preferences. In our Ecoservices segment, we provide sulfuric acid regeneration services that avoid significant landfill or deep well disposal of spent, or used, sulfuric acid. In our Advanced Materials & Catalysts segment, our zeolite catalysts are used for cleaner air applications and our advanced silicas are key for light weighting and plastics recycling.
23
As part of our sustainability commitment regarding our own operations, we apply the principles of the Environmental Management standard of the International Organization for Standardization (ISO 14001) at our facilities throughout the world. For chemical facilities in the United States, we also adhere to the Responsible Care® RC14001 Technical Specifications of the American Chemistry Council (“ACC”).
We maintain policies and procedures to monitor and control HSE risks, and to enable compliance with applicable state, national, and international HSE requirements. We have comprehensive HSE compliance, auditing and management programs in place to assist in our compliance with applicable regulatory requirements and with internal policies and procedures, as appropriate. Each Ecovyst facility has developed and implemented specific critical occupational health, safety, environmental, security and loss control programs.
We also have strong Health and Safety (“H&S”) and Environmental and Sustainability (“E&S”) organizations staffed by professionals who are responsible for health, safety, process safety, sustainability, product stewardship and product safety regulatory compliance. Our H&S and E&S organizational structures feature executive management-level leadership, active oversight by our Board and dedicated H&S and E&S experts on staff. We have a Global Director of Health, Safety and Process Safety Management and also have Regional H&S Specialists and Managers who are embedded in the field and provide H&S expertise and support to operating sites. In addition, our Vice President -- Environment and Sustainability oversees a team of environmental personnel that serve our operating sites.
As an ACC Responsible Care® member company, we continue to monitor and report our HSE metrics annually. Our sustainability metrics, including waste generation and water consumption for 2018 through 2022, were third party assured through verification of the data. We included the assured data on our website and in our 2022 Sustainability Report, which we published in July 2023.
We also have established a Product Safety and Product Stewardship management system that is compliant with the RC14001 technical specification and is supported by a highly skilled Director of Product Stewardship. We conduct Product Stewardship reviews as part of new product development and routinely evaluate product safety risk for raw materials, intermediates, and finished products.
Social Responsibility, including human capital discussions. We seek to act in a socially responsible manner through our various HSE programs as described above, our commitment to building a diverse and inclusive workforce, engagement with and support for the communities where we live and work, and advancement of socially responsible business practices through partnerships and other industry frameworks.
We are committed to providing equal employment opportunities for all employees and applicants for employment, and do not discriminate on the basis of race, color, religion, sex, sexual orientation, pregnancy, gender identity and expression, national origin, disability, age (40 or above), ancestry, genetic information, marital status, veteran status or any other classification protected by law. This commitment applies to all terms and conditions of employment, including recruiting, hiring, placement, advancement, training, transfer, demotion, lay off and recall, termination, compensation and benefits.
It is our policy to comply with all applicable laws and regulations in each jurisdiction in which we operate in order to provide appropriate working conditions for our colleagues. This means that we comply with applicable laws regarding the employment relationship including those that (1) prohibit child labor, (2) set acceptable working conditions and working hours, (3) provide for fair wages, including minimum wages and overtime, (4) prohibit forced or bonded labor, (5) permit freedom of association and collective bargaining, and (6) prohibit discrimination, harassment and other forms of degrading or inhumane treatment. Using tools such as our Supplier Code of Conduct and contractual provisions, we also hold our business partners to these same standards.
We value our people by acknowledging our workforce is key to our success. We offer highly competitive salaries, benefits, developmental opportunities and work/life balance. We proactively seek to attract, incentivize and retain a talented and motivated workforce. Our global succession planning process is designed to provide sufficient talented personnel to fill key leadership, innovation and manufacturing roles well into the future and to better prepare employees for their future at the Company. In order to enable a pipeline for our leadership, we maintain a robust Emerging Leaders program to identify and nurture top talent to build leadership capabilities and provide the fundamental skills we believe every leader needs to generate passion and productivity in their team. The program also provides an important networking opportunity that creates a connected community of leaders at the Company.
24
2024 PROXY STATEMENT
We review our compensation and benefits programs periodically to ensure continued competitiveness. In the United States, our benefit programs are designed to help protect the health and financial well-being of our full-time employees and their family members, offering a choice of several medical & dental plans, as well as vision, flexible spending accounts, short-term and long-term disability insurance and an employee assistance program. To help them prepare for their future, we offer a defined contribution savings plan, which includes company contributions. Benefits outside the United States are designed to supplement government-provided programs in each country.
We benefit from our talented, dedicated and diverse employee population and we actively promote diversity in an effort to maintain a workforce that reflects the diversity of the societies in which we operate. As of December 31, 2023, we had 911 employees worldwide, of which 784 were employed in the United States. Further, as of December 31, 2023, approximately 24% of our U.S.-based executives, managers and professionals were females and 21% were non-white males. As of December 31, 2023, approximately 44% of our employees were represented by a union, works council or other employee representative body. We believe we have good relationships with our employees and their respective works councils, unions or other bargaining representatives.
This international strength, supported by our core values of SHINE, fosters a rich culture founded on diversity of thought. We firmly believe that success is achieved through the intellect and commitment of our people, so we employ a long-term human capital program to attract, retain and develop talent for the future. We are proud of our highly collaborative teams that enable an inclusive workplace where employees are encouraged to bring their own experiences to promote innovation from all levels of the organization. This constructive work environment is supplemented with a fully integrated on-line performance management process that improves the communication of aligned goals, encourages consistent feedback and furthers employee engagement. Today, there are women on the leadership teams of each of our businesses as well as in our R&D, Finance, E&S and Human Resources functions.
In 2023, our sites continued to work to have a positive impact in the communities in which we operate. Some of these events included: (a) our office in The Woodlands, Texas participated in a food drive sponsored by a non-profit organization to provide Thanksgiving meals to families as well as sponsor local AAU basketball teams; (b) our Houston, Texas plant supported a local elementary school by providing lunches for Teacher Appreciation day, provided bus services for children to take a field trip for the holidays, and donated jerseys to a soccer team; (c) our Hammond, Indiana plant supported a local school district back-to-school parade; (d) our Baytown, Texas plant donated benches to a local elementary school and wrote holiday cards for troops stationed abroad; (e) employees at our Baton Rouge, Louisiana facility collaborated with a non-profit organization to renovate the residences of elderly and disabled, low-income homeowners and adopted Angels through the Salvation Army for the holiday season; (f) our Martinez, California facility participated in several community awareness and emergency response task forces; (g) our Dominguez, California plant personnel donated $1,000 to a local Rotary Club to subsidize food items for local families and donated benches to a local school; (h) our West Orange, Texas plant donated to organizations whose mission is to train, educate, and empower young women; (i) our Kansas City, Kansas site participated in the “Adopt an Angel” program sponsored by a charitable organization where employees purchased and wrapped holiday gifts; (j) our Warrington, United Kingdom site sponsored uniforms for a local youth soccer team; (k) our Delfzijl, The Netherlands site donated funds to a local food pantry; (l) our Conshohocken, Pennsylvania site participated in a food drive, donated toys for Toys for Tots and cleaned the surrounding neighborhood for Earth Day; and (m) our Malvern, Pennsylvania office personnel participated in a food drive sponsored by a local food pantry to provide Thanksgiving meals to families, as well as in the “Adopt a Child” program sponsored by a local church to provide holiday gifts for children whose families would not otherwise be able to afford gifts.
Governance. We maintain and consistently reinforce within our organization a series of policies and practices designed to ensure that decisions made on behalf of our company are properly made and executed. Our governance programs and policies start with a strong tone at the top and are summarized in our Executive Statement on Ethics and Compliance, which has been issued by our CEO and our Chief Compliance Officer and distributed throughout the organization.
The principles set forth in the Executive Statement are codified in our Code of Conduct, which sets forth the legal and ethical standards to which our employees must adhere, including (a) acting with integrity, (b) avoiding actual or apparent conflicts of interest, (c) complying with the rules and regulations of federal, state, provincial, local governments, and other appropriate regulatory agencies, (d) complying with all rules and regulations prohibiting fraud, bribery, corrupt practices, anti-competitive activities and trading with embargoed persons and countries, (e) complying with all company policies and procedures, and (f) actively promoting ethical behavior in the workplace.
2024 PROXY STATEMENT
25
Our governance programs and policies can be found on the Company’s sustainability webpages, which is routinely updated and includes a description of our enterprise risk management program and our policies on child labor, human trafficking, anti-harassment, antibribery, and cybersecurity all of which are evaluated by third parties, including EcoVadis. In addition, the investors pages of our website contain additional materials regarding our corporate governance process, including our Board committee charters, our corporate governance guidelines, our Code of Conduct, our Supplier Code of Conduct and other documents.
Additional Sustainability Information: Further information about our sustainability programs can be found on our website at https://www.ecovyst.com/sustainability/. The information available on our sustainability website includes our sustainability report, our sustainability goals (and how such goals map to the UN Sustainable Development Goals), materiality matrix, letters of assurance, Global Reporting Initiative (GRI) Disclosure and Sustainability Accounting Standards Board (SASB) Index, our Health Safety Environment & Security Policy Statement, our Corporate Code of Conduct, our Human Rights Policy Statement, a description of our Ethics & Compliance Complaint and Review Process and our Labor Policy. The further information contained on our website is not incorporated herein by reference and is not a part of this Proxy Statement.
26
2024 PROXY STATEMENT
The following table sets forth the name, age, and position, as of
Name
Age
Position
Michael
Vice President
George L. Vann, Jr.
58
Vice President and President — Ecoservices
Joseph S. Koscinski
Vice President, Chief Administrative Officer, General Counsel and Secretary
Sean Dineen
54
Vice President — Strategy and Business Development
Kara L. Thornton
48
Vice President and Chief Human Resources Officer
Michael
Paul Whittleston became our Vice President
George L. Vann, Jr. became our Vice President and President—Ecoservices in August 2022. From July 2017 to
Joseph S. Koscinski became our Vice President, Chief
Colleen Grace Donofrio became our Vice President—Environment and Sustainability in August 2023. In this role, Mrs. Donofrio is responsible for overseeing and improving Ecovyst’s environmental compliance programs and performance and leading the Company’s robust sustainability program. Prior to joining Ecovyst, Mrs. Donofrio was a shareholder in the environmental law practice of Pittsburgh, PA.-based Babst, Calland, Clements and Zomnir, P.C., where she served as outside environmental counsel to Ecovyst and its predecessors from 2005 until August 2023. She holds a Bachelor of Science in chemical engineering and a bachelor of arts in economics, each from Rutgers University, and a juris doctor from the Rutgers Camden Law School.
Sean Dineen became our Vice President—Strategy and Business Development in March 2023. Mr. Dineen most recently served as Vice President—Corporate Development and Head of M&A at Quaker Houghton from September 2011 to December 2022. Between 1992 and 2008, Mr. Dineen served in investment banking, finance and other roles with Banc of America Securities, Morgan Stanley Dean Witter and Price Waterhouse.
2024 PROXY STATEMENT
27
Kara L. Thornton became our Vice President and Chief
labor relations.
The following table sets forth information regarding the beneficial ownership of our Common Stock as of March
each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Common Stock;
each of our named executive officers, directors and director nominees; and
all of our directors, director nominees and executive officers as a group.
Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Common Stock. We have determined beneficial ownership in accordance with the rules of the
Unless otherwise indicated below, the address for each listed director, officer and stockholder is c/o
Name
Number
Percentage
Beneficial holders of 5% or more of our outstanding Common Stock:
CCMP Capital Investors III, L.P. and related investment funds(1)
61,962,767
45.8%
INEOS Investments Partnership(2)
32,909,062
24.3%
Directors and named executive officers:
James F. Gentilcore(3)
319,641
*
Greg Brenneman(4)
—
—
Timothy Walsh(4)
—
—
Mark McFadden(4)
—
—
Robert Toth(4)
—
—
Robert Coxon(5)
76,410
*
Andrew Currie(6)
—
—
Jonny Ginns
10,699
*
Kyle Vann(7)
70,189
*
Name
Number
of Shares
Percentage
Beneficial holders of 5% or more of our outstanding Common Stock:
The Vanguard Group(1)
10,703,781
8.98%
INEOS Limited(2)
9,040,415
7.73%
Blackrock, Inc. and related companies(3)
8,307,879
7.25%
Hotchkis and Wiley Capital Management, LLC(4)
6,661,635
5.69%
Directors, director nominees and named executive officers:
Robert Coxon
200,919
*
Kyle Vann(5)
212,792
*
Susan F. Ward
69,322
*
Bryan K. Brown
41,241
*
David A. Bradley
60,225
*
Anna C. Catalano
35,031
*
Kevin M. Fogarty
120,450
*
Sarah Lorance
—
*
Donald Althoff
—
*
Kurt J. Bitting(6)
327,642
*
Name
Number
Percentage
Martin Craighead(8)
29,515
*
Kimberly Ross(9)
12,375
*
Michael Crews(10)
187,739
*
Scott Randolph(11)
255,141
*
Paul Ferrall(12)
809,849
*
Joseph S. Koscinski(13)
47,049
*
All executive officers and directors as a group (18 persons)(14)
4,441,145
3.3%
Name
Number
of Shares
Percentage
Michael Feehan
267,925
*
Joseph S. Koscinski(7)
485,214
*
Paul Whittleston
7,290
*
George L. Vann Jr.
18,574
*
All executive officers and directors as a group (16 persons)(8)
1,858,803
1.59%
Based upon information set forth in the Schedule 13G filed on January 26, 2024 by
Based upon information set forth in the Schedule 13G filed on February 13, 2024 by Hotchkis and Wiley Capital Management, LLC (“Hotchkis”), Hotchkis has sole voting power over 5,869,335 shares. Hotchkis has sole dispositive power over 6,661,635 shares. The address for Hotchkis is 601 S. Figueroa Street, 39th Fl., Los Angeles, CA 90017.
Related Party Transactions
As described in Note 24 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December
In addition, we entered into certain product sale transactions with SI Group, of which Board member David Bradley is CEO, in the
Policies and Procedures for Related Party Transactions
Our Board has adopted a written policy with respect to the review, approval and ratification of related party transactions. Under the policy, the Nominating and Corporate Governance Committee is responsible for reviewing and approving related party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved will, or may be expected to, exceed $120,000 with respect to any fiscal year, and where we (or one of our subsidiaries) are a participant and in which a related party has or will have a direct or indirect material interest. In the course of reviewing potential related party transactions, the Nominating and Corporate Governance Committee will consider the nature of the related party’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for the Company entering into the transaction with the related party; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Nominating and Corporate Governance Committee may deem relevant.
31
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section set forth below with our management. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis section be included in this Proxy Statement, which will be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31,
Respectfully submitted by the Compensation Committee of our Board
David A. Bradley, Chair
Anna C. Catalano
Kyle Vann
Introduction
This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the Summary Compensation Table and the factors relevant to an analysis of our executive compensation policies and decisions. For the year ended December 31,
Executive
Title
Michael
32
2024 PROXY STATEMENT
Executive Compensation Framework Highlights
✔
Reward performance by utilizing performance-based compensation programs
✔
Caps on incentive compensation payouts
✔
Stock ownership requirements for named executive officers
✔
Incentive compensation payouts tied to key performance metrics tied to business results and stockholder returns
✔
Hold a “say-on-pay” stockholder advisory vote on an annual basis
✔
Forbid short sales, hedging or pledging transactions involving Company securities
✔
Make compensation decisions utilizing a group of appropriate peer companies
✔
Incentive compensation clawback policy aligns with SEC and NYSE requirements
✔
Provide an appropriate mix of short- and long-term incentive compensation
✔
Compensation programs designed to discourage undue or excessive management risk-taking
Our executive compensation philosophy is to provide compensation that:
Aligns the interests of our named executive officers
Provides an
We seek to implement our pay philosophy by providing a total compensation package that includes three main components: base salary, annual performance-based bonus and long-term equity-based awards. The Compensation Committee takes into account individual performance and competitive market practice in determining the
Base salary has been set with a view toward attracting, retaining and motivating executive officer talent. The Compensation Committee also takes into account market-competitive base salary rates relative to Ecovyst’s 2023 compensation peer group and each executive’s level of experience functioning in their particular roles.
Our annual incentive plan,
Our long-term equity-based awards currently consist of Restricted Stock Units (“RSUs”) that are subject to time-vesting conditions and Performance Stock Units (“PSUs”) that are subject to performance-based vesting conditions. The PSUs granted in 2023 were tied to goals related to absolute Total Shareholder Return (“TSR”) performance over a three-year performance period. Each of these elements of compensation is discussed in more detail below.
We believe that our executive compensation program is strongly aligned with the interests of our stockholders:
Taking into account the results of recent say-on-pay advisory votes and utilizing market-based compensation among our peer group, the Compensation Committee has made changes to our named executive officers’ overall compensation in 2023 and 2024 to align with our peers and to reflect the size and complexity of the Company and the experience of incumbents in each position.
By providing a substantial portion of our named executive officers’ total compensation package in the form of equity-based awards, we have emphasized variable pay over fixed pay, strengthening the alignment between our named executive officers and our stockholders by creating an incentive to build stockholder value over the long-term.
Our PSUs are earned based on the
goals designed to directly focus our named executive officers on
the achievement of share value creation. Grants made from 2021-2024 utilize performance metrics which are substantially or completely based on TSR.
Our annual performance-based cash incentive is contingent upon the achievement of financial performance goals. The amount of bonus compensation ultimately received varies with our annual financial performance, thereby providing an additional incentive to produce results that are designed to be tied to stockholder value.
What We Do
Peer Group Adjustment
The Compensation Committee reviews and adjusts the peer group on an annual basis to determine the appropriateness of the peer group listing. As a result of merger and acquisition activity involving five peers in the 2022 compensation peer group, the Compensation Committee took action to replace those peer companies with five new peers within the compensation peer group for 2023.
Pay for
Consistent with our goal of creating a performance-oriented environment, a substantial portion of executive pay is based on the achievement of specific
Equity vesting on account of ordinary severance or severance due to a change in control
No automatic vesting of equity occurs on either event.
Stock ownership guidelines
Our Chief Executive Officer must hold shares of
Clawback
Our named executive officers, in certain circumstances, would be required to return the value of equity awards if our financial statements are restated as a result of their wrongdoing. Additionally, our named executive officers would be required to return any gain received in connection with the exercise, vesting, payment or other realization of income related to an equity award in the event of a breach of any non-solicitation, non-interference or confidentiality obligations or violation of our Code of Conduct. We have incorporated the adjustments to our clawback policies that are required to comply with the new SEC and NYSE requirements.
Independent Compensation Consultant
The Compensation Committee retains an independent compensation consultant that provides no other services to the Company.
What We
No rich supplemental retirement plan benefits are offered
We provide a modest supplemental retirement opportunity tied to the statutory caps in our 401(k) plan.
No change in control excise tax gross ups
In accordance with good governance best practices, we provide no change in control excise tax
34
2024 PROXY STATEMENT
What We Don't Do
No short-term trading, short
sales, hedging or pledging
As part of our policy on insider trading and communications with the public, all of our employees, including our named executive officers, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.
No annual incentives for
named executive officers
absent performance
Minimum
Role of the Compensation Committee and Management
Our executive compensation
On an annual basis, the Compensation Committee reviews compensation for
The Compensation Committee engaged
The Compensation Committee
35
2023 Compensation Peer Group
Advansix, Inc.
Ingevity Corporation
American Vanguard Corp.
Intrepid Potash, Inc.
Orion Engineered Carbons
Balchem Corporation
Innospec, Inc.
Quaker Chemical Corporation
Sensient Technologies Corporation
GCP Applied Technologies, Inc.
WD-40 Co.
For
Base salary;
Annual performance-based cash awards;
Long-term equity incentive awards; and
Other benefits (retirement, health, perquisites, etc.).
We provide an annual base salary to our named executive officers to induce talented executives to join or remain with our
The base salary levels of our named executive officers are reviewed annually by the Compensation Committee to determine whether an adjustment is warranted. The Compensation Committee may take into account numerous factors in making its base salary
As stated in detail at the beginning of this Compensation Discussion & Analysis, certain base
Executive
2016
2017
James Gentilcore (1)
$
825,000
$
880,000
Michael Crews (2)
$
425,000
$
480,000
Scott Randolph (3)
$
425,000
$
480,000
Paul Ferrall (4)
$
425,000
$
480,000
Joseph S. Koscinski (5)
$
360,000
$
400,000
Executive
Actual Base Pay
Year End 2022
Annualized Base Pay
Year End 2023
Annualized Base Pay
January 1, 2024
Mr. Bitting
$516,667
$700,000
$700,000
Mr. Feehan
$375,000
$400,000
$400,000
Mr. Koscinski
$425,000
$446,250
$446,250
Mr. Vann(1)
$137,500
$365,000
$365,000
Mr. Whittleston(2)
$77,948
$325,000
$365,000
We provide our named executive officers with annual performance-based cash award opportunities linked to our annual financial and operational performance. For
corporate
2024 PROXY STATEMENT
participants, including Messrs. Bitting, Feehan and Koscinski, and five performance metrics specific to business unit participants, including Messrs. Vann and Whittleston. For corporate participants, each performance metric is based on a target tied to overall Company performance. For business unit participants, performance metrics have been divided into two Company-wide financial metrics and three financial and non-financial metrics specific to each business unit; e.g. performance with respect to various metrics for Ecoservices or Advanced Materials and Catalysts. The performance metrics, along with the reasons the Compensation Committee chose each of them for purposes of the EIP, are outlined below.
Corporate Participants(1)
Business Unit Participants(2)
Factor
Weight
Factor
Weight
Ecovyst Adjusted EBITDA
60%
Ecovyst Adjusted EBITDA
20%
Business Unit Adjusted EBITDA
40%
Ecovyst Adjusted Free Cash Flow
20%
Ecovyst Adjusted Free Cash Flow
20%
Ecovyst HSE Perfect Days
10%
Business Unit HSE Perfect Days
10%
Ecovyst Recordable Incident Rate
10%
Business Unit Recordable Incidents
10%
The 2023 EIP performance grids set forth below were established by the Compensation Committee for the named executive officers in December 2022. While the EIP covers most management and professional employees in the organization, the goals of most participants outside of our named executive officers are business-unit specific.
In order to receive any payment on the Adjusted EBITDA and Adjusted Free Cash Flow portion of the Company-wide EIP performance metrics, the Company had to achieve an Adjusted EBITDA of at least $273 million in 2023. Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial metrics. An explanation of how we calculate these metrics is provided below.
Following are the 2023 EIP performance grids for Company-wide EIP performance metrics. Payouts are linear between threshold and target, and between target and maximum.
ECOVYST ADJUSTED EBITDA(1)
Category
Threshold
Target
Maximum
Percentage Adjusted
EBITDA Target
93.8%
95.8%
97.9%
100%
102.4%
≥104.8%
Ecovyst Adjusted
EBITDA (Millions)
$273.0
$279.0
$285.0
$291.1
$298.1
$305.0
Percentage Adjusted
EBITDA Target Bonus
25%
50%
75%
100%
150%
200%
Percentage Total Target
Bonus
15%
30%
45%
60%
90%
120%
ECOVYST ADJUSTED FREE CASH FLOW(1)
Category
Threshold
Target
Maximum
Percentage Adjusted
Free Cash Flow Target
85.2%
90.2%
95.1%
100%
109.4%
≥118.9%
Ecovyst Adjusted Free
Cash Flow (Millions)
$104.0
$110.0
$116.0
$122.0
$133.5
$145.0
2024 PROXY STATEMENT
37
ECOVYST ADJUSTED FREE CASH FLOW(1)
Category
Threshold
Target
Maximum
Percentage Adjusted Free Cash Flow Target Bonus
25%
50%
75%
100%
150%
200%
Percentage Total Target Bonus
5%
10%
15%
20%
30%
40%
ECOVYST HSE PERFECT DAYS
Category
Threshold
Target
Maximum
Ecovyst HSE Perfect Days
329
334
339
346
≥353
Percentage HSE Perfect Days Target Bonus
50%
75%
100%
150%
200%
Percentage Total Target Bonus
5%
7.5%
10%
15%
20%
ECOVYST RECORDABLE INCIDENT RATE
Category
Threshold
Target
Maximum
Ecovyst Recordable Incident Rate
0.48
0.42
0.36
0.24
0.12
Percentage Recordable Incident Rate Target Bonus
50%
75%
100%
150%
200%
Percentage Total Target Bonus
5%
7.5%
10%
15%
20%
Following are the 2023 EIP performance grids for Ecoservices business unit metrics, applicable to Mr. Vann. Payouts are linear between threshold and target, and between target and maximum.
ECOSERVICES ADJUSTED EBITDA
Category
Threshold
Target
Maximum
Percentage Adjusted
EBITDA Target
94.0%
96.0%
98.0%
100%
102.6%
≥104.8%
Ecoservices Adjusted
EBITDA (Millions)
$221.0
$225.7
$230.4
$235.1
$241.1
$247.0
Percentage Adjusted
EBITDA Target Bonus
25%
50%
75%
100%
150%
200%
Percentage Total Target
Bonus
10%
20%
30%
40%
60%
80%
ECOSERVICES HSE PERFECT DAYS
Category
Threshold
Target
Maximum
Ecoservices HSE Perfect Days
339
343
347
352
≥357
Percentage HSE Perfect Days
Target Bonus
50%
75%
100%
150%
200%
Percentage Total Target
Bonus
5%
7.5%
10%
15.0%
20%
38
2024 PROXY STATEMENT
ECOSERVICES NUMBER OF RECORDABLE INCIDENTS
Category
Threshold
Target
Maximum
Ecoservices Number of Recordable Incidents
3
2
1
0
Percentage Recordable Incidents Target Bonus
50%
100%
150%
200%
Percentage Total Target Bonus
5%
10%
15%
20%
Following are the 2023 EIP performance grids for Advanced Materials and Catalysts business unit metrics, applicable to Mr. Whittleston. Payouts are linear between threshold and target, and between target and maximum.
ADVANCED MATERIALS AND CATALYSTS ADJUSTED EBITDA
Category
Threshold
Target
Maximum
Percentage Adjusted
EBITDA Target
93.0%
95.3%
97.7%
100%
105.8%
≥111.6%
Advanced Materials and
Catalysts Adjusted
EBITDA (Millions)
$80.0
$82.0
$84.0
$86.0
$91.0
$96.0
Percentage Adjusted
EBITDA Target Bonus
25%
50%
75%
100%
150%
200%
Percentage Total Target
Bonus
10%
20%
30%
40%
60%
80%
ADVANCED MATERIALS AND CATALYSTS HSE PERFECT DAYS
Category
Threshold
Target
Maximum
Advanced Materials and Catalysts HSE Perfect Days
346
352
356
359
≥362
Percentage HSE Perfect Days Target Bonus
50%
75%
100%
150%
200%
Percentage Total Target Bonus
5%
7.5%
10%
15%
20%
ADVANCED MATERIALS AND CATALYSTS NUMBER OF RECORDABLE INCIDENTS
Category
Threshold
Target
Maximum
Advanced Materials and Catalysts Number of Recordable Incidents
2
1
0
Percentage Recordable Incidents Target Bonus
50%
75%
100%
Percentage Total Target Bonus
5%
10%
20%
2024 PROXY STATEMENT
39
Following are the reasons the Company uses these metrics in the EIP, along with definitions of the metrics used.
Metric/Goal
Reason for Inclusion in the EIP
Adjusted EBITDA
Adjusted EBITDA is the most significant indicator of financial operating performance. Improvements in financial operating performance are directly linked to sustainable share value creation.
Adjusted Free Cash Flow
Adjusted Free Cash Flow is an important indicator of operating efficiency (e.g., the ability to increase margins by careful management of operating expenses) and management of capital expenditures. Improvements in Adjusted Free Cash Flow also equip the Company to pursue new opportunities. Increased operating efficiency and the successful pursuit of new opportunities lead to share value creation.
HSE Perfect Days
There is a direct link between an improving safety and environmental incident record, and higher worker productivity and sustained share value creation.
Recordable Incident Rate
This is a measurable indicator, tied to compensation, measuring the Company’s commitment to continuing to evolve our safety culture in our drive to be best-in-class.
Metric/Goal
Definition
Adjusted EBITDA
EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, non-recurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture.
Adjusted Free Cash Flow
Adjusted Free Cash Flow consists of cash flow from operating activities less purchases of property, plant and equipment plus proceeds from asset sales plus net interest proceeds on cross-currency swaps.
HSE Perfect Days
“HSE Perfect Days” is the number of days without a significant safety or environmental incident.
Recordable Incident Rate
“Recordable Incident Rate” represents the rate of recordable incidents, as reflected on our OSHA Form 300 log per 100 full-time employees annually.
The target annual performance-based cash award opportunity for each
Executive
FYE Target Award as % of Base Pay
100%
75%
65%
60%
60%
ECOVYST ACTUAL PERFORMANCE
($ in Millions)
Measurement Category
Target
Actual
Payout Achieved as a
% of Target
Adjusted EBITDA
$291.1
$253.5(1)
0%
Adjusted Free Cash Flow
$122.0
$72.3
0%
HSE Perfect Days
339
332
6.5%
Recordable Incident Rate
0.36
0.53
0%
The level of performance actually achieved on
ECOSERVICES ACTUAL PERFORMANCE
($ in Millions)
Measurement Category
Target
Actual
Payout Achieved as a
% of Target
Adjusted EBITDA
$235.1
$200.8
0%
HSE Perfect Days
347
335
0%
Recordable Incidents
2
5
0%
The level of performance actually achieved on
(Thousands)
Measurement Group
Target
Actual
Achievement As a
Performance Materials & Chemicals Group
$
248,995
$
240,128
96.44%
Environmental Catalysts & Services Group
$
245,340
$
243,516
99.26%
Company
$
460,794
$
453,223
98.36%
ADVANCED MATERIALS AND CATALYSTS ACTUAL PERFORMANCE
($ in Millions)
Measurement Category
Target
Actual
Payout Achieved as a
% of Target
Adjusted EBITDA
$86.1
$81.9
47.7%
HSE Perfect Days
356
362
200%
Recordable Incidents
1
0
200%
The actual EIP payments earned by each of
Executive
Adjusted EBITDA
Ecovyst
Adjusted
Free
Cash Flow
HSE Perfect Days
Recordable Incident Rate/Number
Total Dollar
Value
EIP Earned
Ecovyst
Business
Unit
Ecovyst
Business
Unit
Ecovyst
Business
Unit
Mr. Bitting
—
n/a
—
$45,500
n/a
—
n/a
$45,500
Mr. Feehan
—
n/a
—
$19,500
n/a
—
n/a
$19,500
Mr. Koscinski
—
n/a
—
$18,854
n/a
—
n/a
$18,854
Mr. Vann
—
—
—
n/a
—
n/a
—
$0
Mr. Whittleston
—
$37,202
—
n/a
$39,000
n/a
$39,000
$115,202
2024 EIP Metrics
The Compensation Committee set the 2024 EIP metrics for Messrs. Bitting, Feehan, and Koscinski in February of
Factor
Weight
Adjusted EBITDA (Ecovyst)
65%
Adjusted Free Cash Flow (Ecovyst)
25%
HSE Perfect Days (Ecovyst)
10%
The Compensation Committee set separate 2024 EIP metrics for Messrs. Vann and Whittleston in February of
Operating Segment
Percentage
James
Michael
Scott
Paul
Joseph S.
Performance Materials & Chemicals Group
25%
$
104,844
$
41,133
$
82,266
N/A
$
25,438
Environmental Catalysts & Services Group
100%
$
419,375
$
164,531
N/A
$
329,062
$
101,750
Total Bonus Earned
$
524,219
$
205,664
$
82,266
$
329,062
$
127,188
Factor
Weight
Adjusted EBITDA (Business)
40%
Adjusted EBITDA (Ecovyst)
25%
Adjusted Free Cash Flow (Ecovyst)
25%
HSE Perfect Days (Business)
10%
Long-Term Equity Based Incentive Awards
Since the time of
The
In December of 2022, the Compensation Committee determined that it was advisable to make another grant of long-term equity incentive awards to its named executive officers, and
For 2023, the Committee determined that it was appropriate to
Executive
Number
Strike
Number of
James Gentilcore (1) (2)
255,576
$
16.97
324,101
Michael Crews (1) (2)
87,361
$
16.97
110,784
Scott Randolph (3)
55,762
$
16.97
70,713
Paul Ferrall (3)
55,762
$
16.97
70,713
Joseph S. Koscinski (1) (2)
55,762
$
16.97
70,713
Executive
January 16,
2023
PSUs
January 16,
2023
RSUs
Grant Date
Value(1)
Mr. Bitting
198,170
106,708
$3,000,000
Mr. Feehan
50,813
50,813
$1,000,000
Mr. Koscinski
60,975
60,976
$1,199,198
Mr. Vann
33,028
33,029
$650,001
Mr. Whittleston
33,028
33,029
$650,001
2023 PSU Design
In setting the 2023 PSU design, the Compensation Committee continued to focus on the Company’s share price performance. In doing so, four factors were taken into account for the grants made in 2023.
First, the Compensation Committee continued the use of absolute TSR as the sole performance metric for PSUs.
Second, the Compensation Committee adjusted the weighting of time vesting RSUs and PSUs for all named executive officers. This resulted in an equity mix of 35 percent RSUs / 65 percent PSUs for Mr. Bitting, and 50 percent RSUs / 50 percent PSUs for Messrs. Feehan, Koscinski, Vann and Whittleston.
Third, the Compensation Committee set threshold at 18 percent absolute TSR over the three-year performance period, set target at 30 percent absolute TSR over the three year performance period, and set maximum at 80 percent absolute TSR over the three year performance period. Based on input from our compensation consultant, 80 percent TSR performance would place the Company at around the 75th percentile of our peer group in terms of absolute TSR performance.
Fourth, the Compensation Committee determined that the use of PSUs further down the organization would foster a results-based performance culture that is designed to yield improvement in share price performance. Therefore, it was decided that grants below the CEO and senior executive level of at least $100,000 but less than $250,000 would consist of 60 percent time vesting RSUs and 40 percent performance-based PSUs.
The
The 2023 PSU formula design is as follows.
Category
Threshold
Target
Maximum
% Increase in Absolute TSR
over the Performance Period
18%
24%
30%
55%
80%
PSUs Earned as a % of Target
50%
75%
100%
150%
200%
2023 RSU Grants
2021 PSU Grants
At the conclusion of 2023, the three-year performance period ended for the PSUs that were granted to
The 2021 PSU formula design was as follows.
Category
Threshold
Target
Maximum
% Increase in Absolute TSR over the Performance Period
25%
37%
45%
60%
105%
150%
195%
PSUs Earned as a % of Target
50%
75%
100%
125%
150%
175%
200%
Actual performance relative to the 2021 PSU grants was as follows.
Factor
Absolute TSR
Weight
100%
Absolute TSR Performance Over Three-Year Performance Period
-9.05%(1)
PSUs Earned as a Percent of Target
0%
2024 PROXY STATEMENT
43
Actual 2021 PSUs earned by the named executive officers was as follows:
Executive
Number of PSUs at
Target
Number of PSUs
Actually Earned(1)
Dollar Value of PSUs
Actually Earned
Mr. Bitting
16,244
—
$0
Mr. Feehan
11,371
—
$0
Mr. Koscinski
16,244
—
$0
Grants Made in 2024
The Compensation Committee determined to make long-term equity-based incentive awards in 2024, and those awards were granted on January 22, 2024. For the named executive officers, the Compensation Committee strongly believed that it was important to more heavily weight performance in the vesting criteria and, therefore, decided to utilize a mix of 60 percent PSUs and 40 percent RSUs for all named executive officers except for Mr. Bitting, who received a grant consisting of 65 percent PSUs and 35 percent RSUs. PSUs would vest, if at all, at the conclusion of a three-year performance period ending December 31, 2026 and RSUs would vest ratably over a three-year period. In our 2024 PSU grants, a 50 percent weight cumulative Adjusted EBITDA metric has beeen incorporated, and a relative TSR metric at an adjusted weight of 50 percent also was utilized. The grants made to the named executive officers in January 2024 were as follows:
Executive
PSUs
RSUs
Grant
Date Value(1)
Mr. Bitting
184,449
99,319
$2,499,997
Mr. Feehan
34,052
22,702
$500,003
Mr. Koscinski
68,104
45,403
$999,997
Mr. Vann
20,431
13,621
$299,998
Mr. Whittleston
30,646
20,432
$449,997
Grant Date Value is calculated in accordance with the 2017 Plan by multiplying the number of RSUs and PSUs granted by the average of the high and low trading price of the Company’s Common Stock on the trading day prior to the grant date. The Grant Date Valuesdisplayed here differ from the values reflected in the Grants of Plan-Based Awards and Summary Compensation tables below, which report the fair values of the awards in accordance with ASC 718.
Additional Executive Benefits and Perquisites
We provide our named executive officers with certain executive benefits that the Compensation Committee believes are reasonable and in the best interests of the Company and our stockholders. To the extent our named executive officers received these benefits in
Health and Welfare Benefits
Our named executive officers have the option to participate in various employee health and welfare benefit programs, including medical, dental and life insurance benefits. These benefit programs are generally available to all
44
2024 PROXY STATEMENT
Relocation Assistance
The Company’s business needs require it on occasion to relocate certain employees. To meet this need, we may, on a
Severance and Change in Control Benefits
Messrs. Bitting, Feehan, and Koscinski are each party to
Messrs. Vann and Whittleston are covered by the Amended and Restated Severance Plan of Ecovyst Catalyst Technologies LLC, first effective as of January 1, 2020, and they do not have a separate severance agreement with the Company.
The material terms of
Under our
Executive officers
The following table summarizes the ownership of our Common Stock as of December 31, 2023 by our named executive officers:
Name
Ownership
Requirement Relative to
Annual Base Salary
Actual
Ownership
Multiple(1)
Mr. Bitting
5x
6.01x
Mr. Feehan
3x
8.11x
Mr. Koscinski
3x
10.55x
Mr. Vann(2)
3x
1.15x
Mr. Whittleston(3)
3x
0.97x
Tax Considerations
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally limits the deductibility of compensation paid to our named executive officers to $1 million during any fiscal year.
Under a Section 162(m) transition rule for compensation plans or agreements of corporations which are privately held and which become publicly held in an initial public offering, compensation paid under a plan or agreement that existed prior to the
2024 PROXY STATEMENT
45
offering will not be
The following table sets forth certain information with respect to compensation earned by or paid to our named executive officers for the year ended December 31,
Name and Principal Position
Year
Salary
Bonus
Stock
Option
Non-Equity
All Other
Total
James Gentilcore,
2017
838,750
—
5,578,348
1,382,560
524,219
63,950
8,387,827
2016
412,500
—
1,750,056
716,618
521,511
17,940
3,418,625
Michael Crews,
2017
438,750
—
1,880,004
442,511
205,664
62,549
3,029,478
2016
425,000
—
318,780
304,568
402,986
94,924
1,546,258
Scott Randolph,
2017
438,750
150,000
1,200,000
300,000
82,266
56,573
2,227,589
2016
425,000
200,000
—
507,813
—
232,853
1,365,666
Paul Ferrall,
2017
438,750
—
1,200,000
300,000
329,063
59,529
2,327,342
2016
425,000
—
—
507,813
472,947
217,696
1,623,456
Joseph S. Koscinski,
2017
370,000
—
1,200,000
283,829
127,188
33,950
2,014,967
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Mr. Bitting
Chief Executive Officer
2023
700,000
—
4,105,028
45,500
441,970
5,292,498
2022
516,667
—
2,670,440
834,959
356,594
4,378,660
2021
361,000
—
964,584
487,350
68,740
1,881,674
Mr. Feehan
Chief Financial Officer
2023
400,000
—
1,123,475
19,500
123,635
1,666,610
2022
375,000
—
2,467,452
489,023
181,073
3,512,548
2021
294,239
—
675,210
295,964
47,495
1,312,908
Mr. Koscinski
Chief Administrative Officer,
Vice President, General
Counsel, and Secretary
2023
446,250
—
1,348,167
18,854
199,318
2,012,589
2022
425,000
—
2,217,446
480,330
400,779
3,523,555
2021
425,000
—
1,464,590
440,228
89,371
2,419,189
Mr. Vann
Vice President and
President, Ecoservices
2023
365,000
—
730,259
—
31,122
1,126,381
2022
137,500
50,000
137,765
138,961
215,807
680,033
Mr. Whittleson
Vice President and President,
Advanced Materials & Catalysts
2023
325,000
—
730,259
115,202
236,972
1,407,433
2022
77,948
—
—
67,766
12,842
158,556
The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers under the
The amounts shown in the All Other Compensation column for
Executive
Year
401(k) Plan
401(k) Plan
PRA SERP
Tax Prep
Relocation
Life
James Gentilcore
2017
8,100
10,800
43,610
—
—
1,440
2016
—
10,600
5,900
—
—
1,440
Michael Crews
2017
8,100
10,800
22,869
—
19,556
(a)
1,224
2016
7,950
10,600
7,728
—
67,422
1,224
Scott Randolph
2017
8,100
10,800
14,750
21,699
—
1,224
2016
7,950
10,600
15,005
21,545
—
1,224
Paul Ferrall
2017
8,100
10,800
25,668
13,737
—
1,224
2016
7,950
10,600
8,551
12,842
—
1,224
Joseph S. Koscinski
2017
8,100
10,800
14,013
—
1,037
Executive
Year
401(k)
Plan
Company
Match
($)
401(k)
Plan
Company
Contribution
($)
PRA SERP
Company
Contribution
($)
Relocation
Expenses
($)
Life
Insurance
($)
Severance
($)
Dividends
Equivalents
($)(1)
Housing,
Car, and
Tax Prep
Allowance
($)
Total
Other
Comp
($)
Mr. Bitting(2)
2023
9,900
19,800
72,298
187,389
1,542
—
151,041
—
441,970
2022
9,150
18,300
41,941
10,566
1,116
—
275,521
—
356,594
2021
8,700
17,400
10,522
2,971
1,036
—
28,111
—
68,740
Mr. Feehan
2023
9,900
13,200
22,361
—
1,157
—
77,017
—
123,635
2022
9,150
12,200
14,941
—
1,005
—
143,777
—
181,073
2021
8,700
11,600
2,296
—
842
—
24,057
—
47,495
Mr. Koscinski
2023
9,900
13,200
23,863
—
1,314
—
151,041
—
199,318
2022
9,150
12,200
22,409
—
1,314
—
355,706
—
400,779
2021
8,700
11,600
10,675
—
1,314
—
28,111
28,971
89,371
Mr. Vann
2023
9,900
13,200
6,958
—
1,064
—
—
—
31,122
2022
2,588
—
—
212,953
266
—
—
—
215,807
Mr. Whittleston(3)
2023
8,938
13,200
2,511
211,321
1,002
—
—
—
236,972
2022
5,863
—
—
—
—
—
—
6,979
12,842
Mr. Bitting's relocation expenses include $109,298 paid to him or on his behalf and $78,091 in tax gross-up.
Mr. Whittleston's relocation expenses include $150,238 paid to him or on his behalf and $61,083 in tax gross-up.
2024 PROXY STATEMENT
47
The following table summarizes plan-based awards granted to our named executive officers for the year ended December 31,
Estimated Future Payouts Under
Estimated
All Other
All Other
Exercise
Total
Executive
Award
Grant
Threshold
Target
Maximum
James Gentilcore
PQIP
209,688
838,750
N/A
—
—
—
—
—
Option Grant (1)
Jan15
—
—
—
10,747
—
10,747
8.98
87,607
Res. Stock Grant (2)
Jan 15
—
—
—
3,045
3,045
—
—
78,354
RSU Grant (3)
Oct 2
—
—
—
—
207,425
—
—
3,520,002
Option Grant (4)
Oct 2
—
—
—
—
163,569
16.97
880,001
RSU Grant (5)
Oct 2
—
—
—
—
116,676
—
—
1,979,992
Option Grant (6)
Oct 2
—
—
—
—
—
92,007
16.97
414,952
Michael Crews
PQIP
82,266
329,063
N/A
—
—
—
—
—
RSU Grant (3)
Oct 2
—
—
—
—
70,713
—
—
1,200,000
Option Grant (4)
Oct 2
—
—
—
—
—
55,762
16.97
300,000
RSU Grant (5)
Oct 2
—
—
—
—
40,071
—
—
680,005
Option Grant (6)
Oct 2
—
—
—
—
—
31,599
16.97
142,511
Scott Randolph
PQIP
82,266
329,063
N/A
—
—
—
—
—
RSU Grant (3)
Oct 2
—
—
—
—
70,713
—
—
1,200,000
Option Grant (4)
Oct 2
—
—
—
—
—
55,762
16.97
300,000
Paul Ferrall
PQIP
82,266
329,063
N/A
—
—
—
—
—
RSU Grant (3)
Oct 2
—
—
—
—
70,713
—
—
1,200,000
Option Grant (4)
Oct 2
—
—
—
—
—
55,762
16.97
300,000
Joseph S. Koscinski
PQIP
50,875
203,500
N/A
—
—
—
—
—
RSU Grant (3)
Oct 2
—
—
—
—
47,142
—
—
800,000
Option Grant (4)
Oct 2
—
—
—
—
—
37,175
16.97
200,002
RSU Grant (5)
Oct 2
—
—
—
—
23,571
—
—
400,000
Option Grant (6)
Oct 2
—
—
—
—
—
18,587
16.97
83,827
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards
($)(1)
Estimated Future Payouts Under
Equity Incentive Plan Awards
(#)(2)
All
Other
Stock
Awards:
# of
Shares
of Stock
or Units
(#)(3)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
Name
Award
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Mr. Bitting
EIP
—
210,000
700,000
1,400,000
—
—
—
—
—
RSU Grant
1/16/2023
—
—
—
—
—
—
106,708
1,050,007
PSU Grant
1/16/2023
—
—
—
53,354
106,707
213,414
—
1,309,295
PSU Grant
1/16/2023
—
—
—
45,732
91,463
182,926
—
1,122,251
Mr. Feehan
EIP
—
90,000
300,000
600,000
—
—
—
—
—
RSU Grant
1/16/2023
—
—
—
—
—
—
50,813
500,000
PSU Grant
1/16/2023
—
—
—
25,407
50,813
101,626
—
623,476
Mr. Koscinski
EIP
—
87,019
290,063
580,125
—
—
—
—
—
RSU Grant
1/16/2023
—
—
—
—
—
—
60,976
600,004
PSU Grant
1/16/2023
—
—
—
30,488
60,975
121,950
—
748,163
Mr. Vann
EIP
—
65,700
219,000
438,000
—
—
—
—
—
RSU Grant
1/16/2023
—
—
—
—
—
—
33,029
325,005
PSU Grant
1/16/2023
—
—
—
16,514
33,028
66,056
—
405,254
Mr. Whittleston
EIP
—
58,500
195,000
390,000
—
—
—
—
—
RSU Grant
1/16/2023
—
—
—
—
—
—
33,029
325,005
PSU Grant
1/16/2023
—
—
—
16,514
33,028
66,056
—
405,254
The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31,
Option Awards
Stock Awards
Executive
Grant Date
# of
# of
Equity
Option
Option
# of
Market
Equity
Equity
James Gentilcore
6/30/2016(1)
—
—
—
—
—
54,120
890,274
—
—
6/30/2016(1)(2)
—
—
—
—
—
20,295
333,853
30,435
500,656
6/30/2016(3)(4)
35,824
179,125
107,475
8.05
6/30/2026
—
—
—
—
1/15/2017(1)(2)
—
—
—
—
—
2,040
33,858
3,045
50,090
1/15/2017(3)(4)
3,582
17,912
10,747
8.98
1/25/2027
—
—
—
—
10/2/2017(5)
—
—
—
—
—
207,425
3,412,141
—
—
10/2/2017(6)
—
—
—
—
—
116,676
1,919,320
—
—
10/2/2017(7)
—
163,569
—
16.97
10/2/2027
—
—
—
—
10/2/2017(8)
—
92,007
—
16.97
10/2/2027
—
—
—
—
Michael Crews
8/1/2015(9)(10)
—
—
—
—
—
78,750
1,295,438
52,500
863,625
8/1/2015(11)(12)
13,634
40,902
27,268
6.88
8/1/2025
—
—
—
—
6/30/2016(1)(2)
—
—
—
—
—
21,570
354,827
12,945
212,945
6/30/2016(3)(4)
15,225
76,130
45,678
8.05
6/30/2026
—
—
—
—
10/2/2017(5)
—
—
—
—
—
70,713
1,163,229
—
—
10/2/2017(6)
—
—
—
—
—
40,071
659,168
—
—
10/2/2017(7)
—
55,762
—
16.97
10/2/2027
—
—
—
—
10/2/2017(8)
—
31,599
—
16.97
10/2/2027
—
—
—
—
Scott Randolph
9/19/2007(2)(17)
—
—
—
—
—
52,665
866,339
52,665
866,339
2/24/2010(2)(17)
—
—
—
—
—
32,238
530,315
32,238
530,315
4/30/2015(13)
—
—
—
—
—
31,125
512,006
—
—
5/4/2016(14)
114,238
38,080
—
8.04
5/4/2026
—
—
—
—
10/2/2017(5)
—
—
—
—
—
70,713
1,163,229
—
—
10/2/2017(7)
—
55,762
—
16.97
10/2/2027
—
—
—
—
2023.
Option Awards
Stock Awards
Name
Grant Date
# of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
# of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Equity
incentive
plan
awards:
# of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)(8)
Option
Expiration
Date
# of
Shares or Units
of Stock
That
have
Not
Vested
(#)(9)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(10)
Equity
incentive
plan
awards: # of
unearned ``
shares,
units or
other
rights
that have
not vested
(#)(9)
Equity
incentive
plan awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)(10)
Mr. Bitting
5/4/2016(1)
38,064
—
—
3.04
5/4/2026
—
—
—
—
1/18/2021(2)
—
—
—
—
—
32,489
287,853
—
—
1/18/2021(3)
—
—
—
—
—
—
—
16,244
143,922
1/17/2022(4)
—
—
—
—
—
48,592
430,719
—
—
1/17/2022(5)
—
—
—
—
—
—
—
24,295
215,254
5/3/2022(5)
—
—
—
—
—
—
—
24,876
220,401
1/16/2023(6)
—
—
—
—
—
106,708
1,050,007
—
—
1/16/2023(7)
—
—
—
—
—
—
—
106,707
1,049,997
1/16/2023(7)
—
—
—
—
—
—
—
91,463
899,996
Mr. Feehan
1/15/2017(1)
6,620
—
—
3.98
1/15/2027
—
—
—
—
1/18/2021(2)
—
—
—
—
—
11,371
100,747
—
—
1/18/2021(3)
—
—
—
—
—
—
—
11,371
100,747
1/17/2022(4)
—
—
—
—
—
48,592
430,525
—
—
1/17/2022(5)
—
—
—
—
—
—
—
24,295
215,254
1/16/2023(6)
—
—
—
—
—
50,813
500,000
—
—
1/16/2023(7)
—
—
—
—
—
—
—
50,813
500,000
Mr. Koscinski
10/2/2017
37,175
—
—
11.97
10/2/2027
—
—
—
—
10/2/2017
18,587
—
—
11.97
10/2/2027
—
—
—
—
1/18/2021(2)
—
—
—
—
—
16,245
143,931
—
—
1/18/2021(3)
—
—
—
—
—
—
—
16,244
143,922
1/17/2022(4)
—
—
—
—
—
48,592
430,525
—
—
1/17/2022(5)
—
—
—
—
—
—
—
24,295
215,254
1/16/2023(6)
—
—
—
—
—
60,976
600,004
—
—
1/16/2023(7)
—
—
—
—
—
—
—
60,975
599,994
Mr. Vann
1/16/2023(6)
—
—
—
—
—
33,029
325,005
—
—
1/16/2023(7)
—
—
—
—
—
—
—
33,028
324,996
Mr. Whittleston
1/16/2023(6)
—
—
—
—
—
33,029
325,005
—
—
1/16/2023(7)
—
—
—
—
—
—
—
33,028
324,996
Option Awards
Stock Awards
Executive
Grant Date
# of
# of
Equity
Option
Option
# of
Market
Equity
Equity
Paul Ferrall
9/19/2007(2)
—
—
—
—
—
52,665
866,339
52,665
866,339
2/24/2010(2)
—
—
—
—
—
32,238
530,315
32,238
530,315
4/30/2015(13)
—
—
—
—
—
31,125
512,006
—
—
5/4/2016(14)
114,238
38,080
—
8.04
5/4/2026
—
—
—
—
10/2/2017(5)
—
—
—
—
—
70,713
1,163,229
—
—
10/2/2017(7)
—
55,762
—
16.97
10/2/2027
—
—
—
—
Joseph S. Koscinski
11/1/2015(9)(16)
—
—
—
—
—
14,070
231,452
9,375
154,219
11/1/2015(11)(17)
4,965
14,896
9,931
6.88
11/1/2025
—
—
—
—
10/2/2017(5)
—
—
—
—
—
47,142
775,486
—
—
10/2/2017(6)
—
—
—
—
—
23,571
387,743
—
—
10/2/2017(7)
—
37,175
—
16.97
10/2/2027
—
—
—
—
10/2/2017(8)
—
18,587
—
16.97
10/2/2027
—
—
—
—
49
2024 PROXY STATEMENT
The following table shows amounts realized by our named executive officers upon the exercise of options and the vesting of restricted
Stock Awards
Executive
Number of
Value
James Gentilcore
38,205
491,456
Michael Crews
30,555
480,078
Scott Randolph
31,110
400,261
Paul Ferrall
31,110
400,261
Joseph S. Koscinski
4,680
77,126
Option Exercises
Stock Awards
Executive
Number of
shares acquired
on exercise (#)
Value
realized
on exercise
($)
Number of
shares acquired
on vesting (#)
Value
realized
on vesting
($)(1)
Mr. Bitting
—
—
206,124
2,231,829
Mr. Feehan
—
—
189,565
2,063,835
Mr. Koscinski
—
—
181,828
1,955,583
Mr. Vann
—
—
14,750
167,708
Mr. Whittleston
—
—
—
—
We maintain the Ecovyst 401(k) Savings Plan, a tax-qualified 401(k) defined contribution plan, in which substantially all of our full-time U.S. employees, including our named executive officers, are eligible to participate. We currently provide an employer contribution equal to 4% of qualifying earnings and an employer matching contribution equal to 50% of a participant’s contributions up to 6% of qualifying earnings, subject to limits established by the Internal Revenue Code. As described in more detail below, our named executive officers participate in the
Nonqualified Deferred Compensation
All of our named executive officers participate in the
Contributions— There are no executive contributions under the PRA SERP. Each plan year, we credit to participant accounts under the PRA SERP the excess of (a) the amount that would have been credited for that year to the participant’s Personal Retirement Account under our 401(k) plan disregarding the dollar limits imposed by the Internal Revenue Code for maximum annual compensation over (b) the amount that was actually so credited. The plan administrator may from time to time also elect to make special contributions to participant accounts.
Earning and losses — Participant accounts are deemed to be invested in Vanguard target retirement funds based on a participant’s age. At the end of each calendar quarter, we adjust participant accounts with earnings/losses equal to that calendar quarter’s return for the applicable target retirement fund.
Vesting and distributions — Participants vest in their accounts under the PRA SERP upon completion of three years of service or, if earlier, upon the participant’s death or disability or a change in control. The value of a participant’s vested account balance is paid in a
2024 PROXY STATEMENT
51
The following table provides information regarding participation by our named executive officers in the PRA SERP during the year ended December 31,
Name
Executive
Company
Aggregate
Aggregate
Aggregate
James Gentilcore
—
43,610
464
0
6,364
Michael Crews
—
22,869
913
0
8,641
Scott Randolph
—
14,750
26,311
0
196,077
Paul Ferrall
—
25,668
15,148
0
125,524
Joseph S. Koscinski
—
14,013
488
0
4,618
Name
Executive
Contributions in
Last FY ($)
Company
Contributions
in Last FY ($)(1)
Aggregate
Earnings in
Last FY ($)(2)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last FYE ($)(3)
Mr. Bitting
—
72,298
10,368
—
82,737
Mr. Feehan
—
22,361
5,583
—
41,556
Mr. Koscinski
—
23,863
13,827
—
108,819
Mr. Vann
—
6,958
—
—
—
Mr. Whittleston
—
2,511
—
—
—
Cash Severance
Messrs.
The severance agreements provide for the severance payments and benefits described below in connection with specified termination events, subject to the named executive officer’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants described below. The terms “cause”, “good reason” and “disability” are each defined in the applicable
Under the terms of
The severance agreements also provide if the employment
Each of the severance agreements provides that in the event that all or any portion of the payments or benefits provided under the severance agreement would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code, the named executive officer will be entitled to receive an amount equal to the greater of (on an after-tax basis) (i) the amount of such payments or benefits reduced so that no portion of the payments and benefits would fail to be deductible under Section 280G, or (ii) the amount otherwise payable reduced by all taxes, including the excise tax imposed under Section 4999 of the Internal Revenue Code.
The severance agreements
52
2024 PROXY STATEMENT
Messrs. Vann and Whittleston are covered by the Amended and Restated Severance Plan of Ecovyst Catalyst Technologies LLC, first effective as of January 1, 2020 (the “Severance Plan”). Under the terms of the Severance Plan, they are eligible to receive two weeks’ notice of termination, in addition to the severance payments. The severance payments consist of 52 weeks of severance pay, plus two weeks for each completed year of service with credit for a partial year, up to a maximum of 78 weeks. In addition, the severance payments include an amount equal to their target bonus for each year of severance paid, plus a pro rata target bonus for each fractional year of severance paid. These amounts will be paid in equal installments over the severance period. Finally, they are eligible to receive a pro rata amount of any annual incentive bonus that would have been payable in the year of termination based on actual achievement of the applicable performance goals, which amount will be paid in a lump sum at the time annual bonuses are normally paid, provided the effective date of termination was on or after July 1 in the year of termination; as well as continuation of health benefits at active employee rates over the severance period (or until they otherwise have access to substantially equivalent health benefits as a result of commencing new employment).
Equity Awards
The non-vested portion of equity awards subject to time vesting will
A portion of the
Upon a termination of the named executive officer’s employment due to disability, retirement, without cause, or for good reason (if applicable), a pro rata portion of the target number of PSUs granted in 2022, 2023 and 2024 will remain outstanding until the
With respect to time-based restricted stock units granted in
Severance Benefits
The
Termination without Cause or for Good Reason without a Change in Control
Executive
Severance Pay
Benefits
Equity
Total
James Gentilcore
3,520,000
29,634
1,257,685
4,807,319
Michael Crews
1,680,000
42,127
573,694
2,295,821
Scott Randolph
1,680,000
42,127
343,675
2,065,802
Paul Ferrall
1,680,000
29,634
343,675
2,053,309
Joseph S. Koscinski
1,240,000
12,231
77,233
1,329,464
Termination without Cause or for Good Reason without a Change in Control
Executive
Severance Pay
($)(1)
Benefits
($)(2)
Equity
Vesting
($)(3)
Total
($)
Mr. Bitting
2,800,000
59,253
—
2,859,253
Mr. Feehan
1,400,000
59,253
—
1,459,253
Mr. Koscinski
1,472,625
17,159
—
1,489,784
Mr. Vann
617,692
22,333
—
640,025
Mr. Whittleston
550,000
59,253
—
609,253
53
Change of Control Only
Executive
Severance Pay
Benefits
Equity
Total
James Gentilcore
—
—
1,913,059
1,913,059
Michael Crews
—
—
959,968
959,968
Scott Randolph
—
—
831,586
831,586
Paul Ferrall
—
—
831,586
831,586
Joseph S. Koscinski
—
—
124,748
124,748
Termination due to Death, Disability or Retirement
Executive
Severance Pay
Benefits
Equity
Total
James Gentilcore
—
—
1,257,685
1,257,685
Michael Crews
—
—
573,694
573,694
Scott Randolph
—
—
343,675
343,675
Paul Ferrall
—
—
343,675
343,675
Joseph S. Koscinski
—
—
77,233
77,233
Termination without Cause or for Good Reason with a Change in Control
Executive
Severance Pay
($)(1)
Benefits
($)(2)
Equity
Vesting
($)(3)
Total
($)
Mr. Bitting
2,800,000
59,253
—
2,859,253
Mr. Feehan
1,400,000
59,253
—
1,459,253
Mr. Koscinski
1,472,625
17,159
—
1,489,784
Mr. Vann
617,692
22,333
—
640,025
Mr. Whittleston
550,000
59,253
—
609,253
Change of Control - No Termination
Executive
Severance Pay
($)(1)
Benefits
($)(2)
Equity
Vesting
($)(3)
Total
($)
Mr. Bitting
—
—
—
—
Mr. Feehan
—
—
—
—
Mr. Koscinski
—
—
—
—
Mr. Vann
—
—
—
—
Mr. Whittleston
—
—
—
—
Termination Due to Death, Disability or Retirement
Executive
Severance Pay
($)(1)
Benefits
($)(2)
Equity
Vesting
($)(3)
Total
($)
Mr. Bitting
—
—
940,340
940,340
Mr. Feehan
—
—
310,138
310,138
Mr. Koscinski
—
—
343,466
343,466
Mr. Vann
—
—
—
0
Mr. Whittleston
—
—
—
0
Represents the estimated value of the
Represents the value of pro rata portion of the target number of PSUs granted in 2022 and 2023 assuming that the named executiveofficer’s death, disability, or retirement occurred on December 31, 2023.
As required by SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below.
The median of the annual total compensation of all employees in our Company for 2023, except for our Chief Executive Officer, was $116,632. We would note that the median employee we used for the 2022 CEO Pay Ratio was no longer employed at the end of 2023, and we substituted an employee with substantially similar compensation for the 2023 CEO Pay Ratio calculation because we believe that there was no change in our employee population or employee compensation arrangements that would significantly affect the 2023 CEO Pay Ratio calculation. Specifically, we chose the employee whose 2023 compensation was substantially similar to the actual
2024 PROXY STATEMENT
median employee used for 2022 based on the same compensation measure originally used to identify such employee. The total annualized compensation for our Chief Executive Officer for 2023 was $5,292,498. The resulting 2023 ratio of annual total compensation of our Chief Executive officer to the median of the annual total compensation of all of our other employees is estimated to be 31.76:1.
We chose a measurement date of December 31, 2023 for identifying our median employee. We examined the annual base salary or base rate of pay of all our employees, excluding our Chief Executive Officer, who were employed by us on December 31, 2023. We included all U.S. and non-U.S. employees who worked full-time, part-time or as interns. The use of annual base salary or base rate of pay is a consistently applied compensation measure that we believe reasonably reflects the compensation for our employee population.
In the cases where a full-time or a regular scheduled part-time employee was employed on December 31, 2023, but was not employed by the Company for all of 2023, the base salary or base rate of pay was annualized. Regular scheduled part-time employees were not converted into full-time equivalents. Annual base salary or base rate of pay, as applicable, includes overtime, shift premium, vacation and paid sick time. The base salaries or base rates of pay of non-U.S. employees were converted into U.S. dollars using the Company’s internal year to date average exchange rates.
After identifying the median employee based on the above methodology, we calculated that individual’s total annual compensation using the same methodology set forth in the 2023 Summary Compensation Table in this Proxy Statement.
2024 PROXY STATEMENT
55
Pay vs. Performance
Year
Summary
Compensation
Table Total for
First PEO(1)
Summary
Compensation
Table Total for
Second PEO(1)
Compensation
Actually Paid to
First PEO(1)(2)
Compensation
Actually Paid to
Second PEO(1)(2)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)(3)
Value of Initial Fixed $100
Investment Based On:(4)
Net
Income
($ Thousands)
Adjusted
EBITDA
($ Thousands)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return(5)
2023
$5,292,498
N/A
$4,385,675
N/A
$1,553,253
$1,574,071
$80
$129
$71,200
$259,900
2022
$8,958,314
$4,378,660
($306,892)
$3,755,039
$2,232,721
$1,293,593
$73
$113
$69,800
$276,800
2021
$8,953,055
N/A
$7,292,777
N/A
$2,421,693
$2,056,217
$84
$134
$1,800
$227,600
2020
$5,580,953
N/A
$5,124,015
N/A
$1,926,164
$1,748,569
$95
$115
$54,300
$192,600
For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day before fiscal year 2020, through and including the end of the fiscal year for which cumulative total shareholder return is being calculated. TSR and peer group TSR has been calculated based on a fixed investment of one hundred dollars at the beginning of the measurement point. TSR Values for 2022, 2021 and 2020 have been revised from those shown in the first Pay-Versus-Performance table in our Definitive Proxy Statement filed in 2023 to reflect a correction in the calculation of TSR.
The peer group used in this calculation is defined as the “2023 Compensation Peer Group” on page 36. The returns of each issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the period for which a return is indicated.
Year
Summary Compensation
Table Total for First PEO
Exclusion of Stock Awards and
Option Awards for First PEO
Inclusion of Equity
Values for First PEO
Compensation Actually
Paid to First PEO(1)
(a)
(b)
(c)
(d)
2023
$5,292,498
($4,105,028)
$3,198,205
$4,385,675
2022
$8,958,314
($5,869,774)
($3,395,432)
($306,892)
2021
$8,953,055
($6,000,007)
$4,339,729
$7,292,777
2020
$5,580,953
($3,999,998)
$3,543,060
$5,124,015
Year
Summary Compensation
Table Total for Second PEO
Exclusion of Stock Awards and
Option Awards for Second PEO
Inclusion of Equity
Values for Second PEO
Compensation Actually
Paid to Second PEO(1)
(a)
(b)
(c)
(d)
2022
$4,378,660
($2,670,440)
$2,046,819
$3,755,039
56
2024 PROXY STATEMENT
Year
Average Summary
Compensation Table Total
for Non-PEO NEOs
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
Average Inclusion of
Equity Values for
Non-PEO NEOs
Average Compensation
Actually Paid to
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
2023
$1,553,253
($983,040)
$1,003,858
$1,574,071
2022
$2,232,721
($1,498,620)
$559,493
$1,293,593
2021
$2,421,693
($1,333,333)
$967,858
$2,056,217
2020
$1,926,164
($930,005)
$752,409
$1,748,569
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity
Awards for
First PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for First PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
First PEO
Total Inclusion
of Equity Values
for First PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2023
$3,046,036
($119,368)
—
$433,439
($161,902)
—
$3,198,205
2022
$52,192
($254,446)
—
$34,177
($3,227,355)
—
($3,395,432)
2021
$5,150,840
($858,578)
—
$47,466
—
—
$4,339,729
2020
$4,202,039
($196,873)
—
($462,107)
—
—
$3,543,060
Year
Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity
Awards for
Second PEO
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Second PEO
Change in
Fair Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Second PEO
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
Value of
Dividends or
Other Earnings
Paid on
Equity Awards
not Otherwise
Included for
Second PEO
Total Inclusion
of Equity Values
for Second PEO(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2022
$2,199,740
($159,076)
—
$6,156
—
—
$2,046,819
Year
Average Year-End
Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested
as of Last Day
of Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Last Day
of Year of
Unvested
Equity Awards for
Non-PEO NEOs
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for
Non-PEO NEOs
Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
Average
Fair Value
at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO NEOs
Average Value
of Dividends
or Other Earnings
Paid on Equity
Awards not
Otherwise
Included for
Non-PEO NEOs
Average Total
Inclusion of
Equity Values for
Non-PEO NEOs(1)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2023
$883,892
($31,121)
—
$201,003
($49,916)
—
$1,003,858
2022
$811,571
($51,158)
—
$840
($201,761)
—
$559,493
2021
$1,109,321
($148,209)
—
$6,746
—
—
$967,858
2020
$969,619
($42,613)
—
($174,596)
—
—
$752,409
2024 PROXY STATEMENT
57
* Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends.
* Assumes $100 invested at market close of 12/31/2019 in stock or index, including reinvestment of dividends.
58
2024 PROXY STATEMENT
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance.
Financial Performance Measures
Adjusted EBITDA
Adjusted Free Cash Flow
TSR
The following table gives information, as of December 31, 2023, about our Common Stock that may be issued upon the exercise of options and settlement of other equity awards under all compensation plans under which equity securities are reserved for issuance. The PQ Group Holdings Inc. Stock Incentive Plan (“SIP”) and the 2017 Plan are our only equity compensation plans pursuant to which our equity securities are authorized for issuance.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(#)
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
(#)
(a)
(b)
(c)
Equity compensation plans approved by security holders
3,630,068
7.73
9,498,538
Equity compensation plans not approved by security holders
0
0
0
Total
3,630,068
7.73
9,498,538
2024 PROXY STATEMENT
59
As required by Section 14A of the Securities Exchange Act of 1934, we are offering our stockholders an opportunity to cast an advisory vote on the compensation of our named executive officers, as disclosed in this
As described in the “Compensation Discussion and Analysis” section of this
We ask for your advisory vote on the following resolution:
“RESOLVED, that the stockholders hereby approve the compensation of
Generally, approval of any matter presented to stockholders requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting and voting on the matter. However, because this vote is advisory and non-binding there is no “required” vote that would constitute approval.
Your Board unanimously recommends that you vote “FOR” approval of this proposal.
60
2024 PROXY STATEMENT
PROPOSAL
As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are offering our stockholders an opportunity to cast an advisory vote on whether
Our Board has determined that continuing to hold an advisory vote on executive compensation every year is the best approach for the Company based on a number of considerations, including the vote frequency that our Board believes the majority of our investors prefer.
Stockholders are not voting to approve or disapprove of our Board’s recommendation. Instead, the proxy card provides stockholders with four choices with respect to this proposal: (1) one year, (2) two years, (3) three years or (4) abstaining from voting on the proposal. For the reason discussed above, we are asking our stockholders to indicate their support for
Generally, approval of any matter presented to stockholders requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting and voting on the matter. However, because this vote is advisory and non-binding, there is no “required” vote that would constitute approval. If none of the frequency options receives the vote of a majority of shares of Common Stock represented at the Annual Meeting and voting thereon, the option receiving the greatest number of votes will be considered the frequency recommended by the
Your Board unanimously recommends that you vote
61
The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the
We operate in accordance with a written charter adopted by the Board and reviewed annually by the Audit Committee. We are responsible for overseeing the quality and integrity of
The Audit Committee met
We believe that we fully discharged our oversight responsibilities as described in our charter, including with respect to the audit process. We have discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC and have received the written disclosures and the letter from PwC
We discussed and reviewed with PwC their communications required by the Standards of the PCAOB and, with and without management present, discussed and reviewed the results of PwC’s
We reviewed the audited consolidated financial statements of
Based on these reviews and discussions with management and PwC, we approved the inclusion of
Audit Committee
Susan F. Ward, Chairperson
Bryan K. Brown
Robert Coxon
Kyle Vann
2024 PROXY STATEMENT
The aggregate fees that
Fiscal 2017
Fiscal 2016
Audit
$
2,615,000
$
2,259,200
Audit Related
$
1,718,000
$
402,000
Tax
$
1,488,536
$
378,000
All Other
$
2,754
$
341,800
Total
$
5,824,290
$
3,381,000
Fiscal 2023
Fiscal 2022
Audit
$2,387,700
$3,073,065
Audit Related
—
$58,858
Tax
$335,000
$315,000
All Other
$4,100
$4,150
Total
$2,726,800
$3,451,073
Audit fees were for professional services rendered for the audit of our annual audited consolidated financial statements and review of our quarterly financial statements, advice on accounting matters directly related to the audit and audit services, and assistance with review of documents filed with the
SEC.
Audit related fees were
reviews not required under securities laws, as well as accounting consultations.
Tax fees were for professional services related to tax compliance and
consulting services.
All other fees were for
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year
The Board recommends a vote FOR Proposal 4, Ratification of Appointment of Independent Registered Public Accounting Firm.
63
AMENDMENT TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS
The Company has a classified board structure in which directors are divided into three classes, and directors in a class are elected each year to serve three-year terms.
After careful consideration, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Charter to declassify the Board to allow the Company’s stockholders to vote on the election of the entire Board on an annual basis, and for such declassification to be phased in gradually over a two-year period starting with the election of directors in 2025. If the Charter is amended pursuant to the declassification proposal, following the two-year transition period, the Company’s stockholders will vote on the election of the entire Board on an annual basis. The Board has approved an amendment to the Charter to phase-out the Company’s classified Board. The amendment is included in Exhibit A to this Proxy Statement.
If the declassification proposal is approved by our stockholders, the declassification process will take place as follows: at the Annual Meeting, the stockholders will approve an amendment to the Charter eliminating the classified board structure; at the 2025 Annual Meeting of Stockholders, each of the Class II directors will be elected to a one-year term as a Class III director; at the 2026 Annual Meeting of Stockholders, each of the Class III directors will be elected to a one-year term as a Class I director; and at the 2027 Annual Meeting of Stockholders (and at each annual meeting thereafter), each director will be elected to a one-year term.
In addition, Delaware law provides that directors serving on boards that are not classified may be removed with or without cause, whereas currently, under the Charter, directors may be removed only for cause. As required by Delaware law, the proposed amendment would also permit stockholders to remove directors with or without cause beginning in 2027 when the Board is declassified.
The Board has historically believed that a classified board structure promotes continuity and stability of strategy and facilitates the ability of the Board to focus on creating long-term stockholder value. The Board is aware that the current trend in corporate governance is leading away from classified boards in favor of electing all directors annually and also recognizes that a classified board structure may reduce directors’ accountability to stockholders because such a structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to increase accountability for implementing those policies.
In determining whether to support the declassification of the Board, the Board carefully considered the advantages and disadvantages of the current classified board structure and has determined that it is advisable and in the best interest of the Company and its stockholders to declassify the Board.
The foregoing is a summary of the proposed amendment to the Charter and is qualified in its entirety by reference to the full text of the amendment to the Charter included in Exhibit A.
A quorum being present, the affirmative vote of a majority of the outstanding shares of capital stock of the Company is necessary to approve this declassification proposal. Broker non-votes and abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have the same effect as an “against” vote on this declassification proposal. If the proposal is approved by our stockholders, the Certificate of Amendment to our Charter will become effective immediately upon its filing with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. If the proposal is not approved by our stockholders, the Charter would remain unchanged.
The Board recommends a vote FOR Proposal 5, Amendment to the Second Restated Certificate of Incorporation to Declassify the Board of Directors
64
2024 PROXY STATEMENT
Stockholder Proposals for the
Our stockholders may submit a proposal to be considered for a vote at our
Under Rule 14a-8, a stockholder who intends to present a proposal at the
In addition, a stockholder may nominate a director or present any other proposal at the
Annual Report on Form 10-K
Our Annual Report on Form 10-K for the year ended December 31,
Stockholder Account Maintenance
Our transfer agent is
Householding of Proxy Materials
Like many other companies, brokers, banks, and nominee record holders,
Other Matters
65
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
ECOVYST INC.
Ecovyst Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify:
A. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Second Restated Certificate of Incorporation of the Corporation, as amended and corrected filed with the Secretary of State of the State of Delaware on September 29, 2017, amended on August 2, 2021, and corrected on November 8, 2021 (as so amended, restated and corrected, the “Second Restated Certificate of Incorporation”).
C. This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
D. Article V of the Second Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
ARTICLE V - BOARD OF DIRECTORS
(a) Number of Directors; Vacancies and Newly Created Directorships. The number of directors constituting the Board of Directors shall be not fewer than three (3) and not more than fifteen (15), each of whom shall be a natural person. All elections of directors shall be determined by a plurality of the votes cast. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, the precise number of directors shall be fixed exclusively pursuant to a resolution adopted by the Board of Directors. Vacancies and newly-created directorships shall be filled exclusively by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, except that any vacancy created by the removal of a director by the stockholders for cause shall only be filled, in addition to any other vote otherwise required by law, by vote of a majority of the outstanding shares of Common Stock. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. For so long as the Board of Directors is classified, a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal; thereafter, a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next succeeding annual meeting of stockholders, subject to the election and qualification of his or her successor and to his or her earlier death, resignation or removal.
(b) Terms of Directors. Commencing with the election of directors at the annual meeting of stockholders to be held in 2025, subject to the special rights of the holders of any series of Preferred Stock to elect directors, the Board of Directors (other than those directors elected by the holders of any series of Preferred Stock) shall be classified into two classes: Class I and Class III, with the Class III directors consisting of those directors whose terms expire at the annual meeting of stockholders to be held in 2026 and the Class I directors consisting of those directors whose terms expire at the annual meeting to be held in 2027. The successors of the directors whose terms expire at the annual meeting of stockholders to be held in 2025 shall be elected to Class III with a term expiring at the annual meeting of stockholders to be held in 2026. Commencing with the election of directors at the annual meeting of stockholders to be held in 2026, there shall be a single class of directors, Class I, with all directors of such class having a term that expires at the annual meeting of stockholders to be held in 2027. The successors of the directors who, immediately prior to the annual meeting of stockholders to be held in 2026, were members of Class III (and whose terms expire at the annual meeting of stockholders to be held in 2026) shall be elected to Class I for a term that expires at the annual meeting of stockholders to be held in 2027, and the directors who, immediately prior to the annual meeting of stockholders to be held in 2026, were members of Class I and whose terms were scheduled to expire at the annual meeting of stockholders to be held in 2027 shall become Class I directors with a term expiring at the annual meeting of stockholders to be held in 2027. From
2024 PROXY STATEMENT
be held in 2027, the Board of Directors shall cease to be classified, and the Directors elected at the annual meeting of stockholders to be held in 2027 (and each annual meeting of stockholders thereafter) shall be elected for terms expiring at the next succeeding annual meeting of stockholders. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.
(c) Removal. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, for so long as the Board of Directors is classified, the directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose; thereafter, the directors of the Corporation may be removed from office with or without cause by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be executed by the officer below this [•] day of [•], 2024.
ECOVYST INC.
By:
Name:
Joseph S. Koscinski
Title:
Chief Administrative Officer, Vice President, Secretary and General Counsel
2024 PROXY STATEMENT
67
0001708035 3 2023-01-01 2023-12-31