Cabot Corporation Two Seaport Lane Suite 1400 Boston, MA 02210-2019 United States

January 26, 20182024

Dear Fellow Cabot Corporation Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Cabot Corporation (the “Company” or “Cabot”), which will be held virtually on Thursday, March 8, 2018,7, 2024, at 4:00 pm, Eastern Time,Time. The Annual Meeting will be held in a virtual meeting format via live webcast at meetnow.global/MKQL6CH, where you will be able to listen to the Corporate Headquartersmeeting live, submit questions and vote. You will need your control number included in your Notice of Cabot Corporation, Two Seaport Lane, Suite 1300, Boston, Massachusetts.Internet Availability of Proxy Materials or proxy card. There will be no in-person meeting.

At the Annual Meeting, we will ask you to elect fourthree members of our Board of Directors, provide your advisory approval of our executive compensation, approve a new equity compensation plan for non-employee directors, and ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2018.2024. We will also discuss any other business matters properly brought before the meeting. The attached Proxy Statementproxy statement explains our voting procedures, describes the business we will conduct, and provides information about the Company that you should consider when you vote your shares.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet. We are mailing to you a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials and 20172023 Annual Report. Notice and Access provides a convenient and environmentally friendly way for you to access Cabot’s proxy materials. The Notice includes instructions on how to access our proxy statement and our 20172023 Annual Report and how to vote your shares. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 20172023 Annual Report, if you prefer.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, in person, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

Thank you for your continued support of Cabot Corporation.

Sincerely,

SEAN D. KEOHANE

President and

Chief Executive Officer

		Cabot Corporation Two Seaport Lane Suite 1400 Boston, MA 02210-2019 United States

Notice of Annual Meeting of Stockholders

This notice and proxy statement are first being made available to stockholders on or about January 26, 2018.2024. Our 20172023 Annual Report is available at http://www.cabotcorp.com/2018annualmeeting.www.edocumentview.com/CBT.

By order of the Board of Directors,

Jane A. Bell

Secretary

Boston, Massachusetts 02210-2019

January 26, 20182024

Table of Contents

Table of Contents (continued)

About the Annual Meeting

Cabot Corporation

Two Seaport Lane, Suite 13001400

Boston, Massachusetts 02210-2019

Proxy Statement

References to “the Company”, “Cabot”, “we”, “us”, and “our” in this proxy statement mean Cabot Corporation.

About the Annual Meeting

Who is soliciting my vote?

The Board of Directors of Cabot Corporation is soliciting your vote at the 20182024 Annual Meeting of Stockholders (“2018(the “2024 Annual Meeting” or the “meeting”).

What am I voting on?

You are voting on:

How does the Board recommend that I vote my shares?

The Board’s recommendation can be found with the description of each item in this proxy statement. In summary, the Board recommends that you vote:

Who is entitled to vote?

Only stockholders of record at the close of business on January 16, 20182024 will be entitled to vote at the 20182024 Annual Meeting. As of that date, there were 61,803,49355,429,217 shares of our common stock outstanding. Each share of common stock is entitled to one vote. There is no cumulative voting.

The Vanguard Fiduciary Trust Company

CABOT CORPORATION    1

About the Annual Meeting (continued)

What is the difference between a “stockholder of record” and a stockholder who holds stock “in street name”?

If you hold your shares directly in the form of stock certificates or in book-entry form with our transfer agent, Computershare, then you are a “stockholder of record.” If your shares are registered at Computershare in the name of a broker, bank, trustee, nominee or other similar holder of record, your shares are held in “street name.”

Who can attend the meeting?

The 2024 Annual Meeting is open to all Cabot Common Stock Fund and the Cabot Common ESOP Fund portions of the Cabot 401(k) Plan and is the record owner of all of those shares. The trustee is authorizedstockholders entitled to vote at the meeting and their legal proxies by following the instructions below under the heading “How can I attend the 2024 Annual Meeting?” You need not attend the 2024 Annual Meeting to vote.

How can I attend the 2024 Annual Meeting?

The 2024 Annual Meeting will be held in a virtual meeting format via live webcast. There will be no in-person meeting.

Visit meetnow.global/MKQL6CH to attend the meeting. To attend the meeting, stockholders of record as of January 16, 2024 will not need to register in advance but will need the control number included on their Notice of Internet Availability of Proxy Materials or proxy card. Stockholders whose shares are held in “street name” may attend the meeting by registering and obtaining a control number in advance using the instructions below under the heading “Do I need to register to attend the 2024 Annual Meeting?” The control number will be required to attend the meeting.

The meeting webcast will begin promptly at 4:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time. You should allow ample time for the check-in procedures.

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online at meetnow.global/MKQL6CH, vote your shares electronically by clicking on the Vote tab and submit questions during the meeting by clicking on the Q&A tab. We will try to answer as many 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.

Do I need to register to attend the 2024 Annual Meeting?

If you were a stockholder of record on January 16, 2024, you do not need to register in advance to attend the 2024 Annual Meeting. Please follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card that you received in order to attend.

If you hold your shares in accordance“street name,” you must register and obtain a control number in advance to attend, vote and ask questions at the virtual meeting. To register to attend the meeting you will need to obtain a legal proxy from your bank, broker, or other nominee. Follow the instructions provided to you by your bank, broker, or other nominee or contact them to request a legal proxy form. Once you have received a legal proxy from them, you must submit the form of legal proxy provided by your bank, broker or other nominee reflecting the number of shares you hold along with instructionsyour name and email address to Computershare, as described below. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on March 4, 2024. After Computershare receives your legal proxy, you will receive a confirmation email from participants in,Computershare of your registration and control number.

Requests for registration may be directed to Computershare as follows:

2    CABOT CORPORATION

About the terms of,Annual Meeting (continued)

Computershare

Cabot 401(k) Plan.Corporation Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

We are distributing our proxy materials to certain stockholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (“SEC”). This approach benefits the environment, while

CABOT CORPORATION    1

About the Annual Meeting (continued)

What if there are more votes “AGAINST” a nominee for director than votes “FOR”?

Each of the nominees is an incumbent director who has tendered a conditional resignation that is effective upon (i) the failure to receive a majority of the votes cast for his or herre-election at the 20182024 Annual Meeting and (ii) the Board’s acceptance of this resignation. The Governance and Nominating Committee of the Board of Directors (the “Governance Committee”) iswould be responsible for initially considering the resignation and making a recommendation to the Board of Directors. The director whose resignation is under consideration is expected to abstain from participating in any decision regarding his or her resignation. The Governance Committee may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If the resignation is not accepted, the director will continue to serve until his or her successor is elected and qualified.

2    CABOT CORPORATION

About the Annual Meeting (continued)

Your vote will influence how the trustee of the planVanguard votes those shares for which no instructions are received from other plan participants as those shares will be voted in the same proportion as shares for which instructions are received. If you hold shares in the plan and do not vote, the plan trusteeVanguard will vote your shares (along with all other shares in the plan for which instructions are not provided) in the same proportion as those shares for which instructions are received from other participants in the plan.

In order for your instructions to be followed, you must provide instructions for the shares you hold through the Cabot 401(k) plan by returning your completed and signed proxy card toso that it is received by the Company’s transfer agent by March 5, 20184, 2024 or by voting over theby telephone or over the Internet by 9:00 a.m., Eastern Time, on March 6, 2018.5, 2024.

Can I change or revoke my vote?

Yes. You can change or revoke your vote by(1) re-voting by telephone or byover the Internet as instructed above (only your latest telephone or Internet vote will be counted), (2) signing and dating a new proxy card or voting instruction form and submitting it as instructed above (only your latest proxy card or voting instruction form will be counted), or (3) attending the meeting and voting online, if you are a stockholder of record or hold your shares in person.“street name” and have obtained a legal proxy from your bank, broker or other nominee. If your shares are registered in your name, you may also revoke your vote by delivering timely notice to the Secretary, Cabot Corporation, Two Seaport Lane, Suite 1300,1400, Boston, Massachusetts 02210. Attending the meeting in person will not in and of itself revoke a previously submitted proxy unless you specifically request it. If you hold shares through a bank or broker, you must follow the instructions on your voting instruction form to revoke or change any prior voting instructions.

Who counts the votes?

We have hired Computershare Trust Company, N.A., our transfer agent, to count the votes represented by proxies cast by ballot, telephone, and the Internet. A representative of Computershare, and either Cabot’s Secretary or Cabot’s Assistant Secretary will act as InspectorsInspector of Election.

CABOT CORPORATION    3

About the Annual Meeting (continued)

Forward-Looking Statements

This proxy statement may contain “forward-looking statements” under the federal securities laws. These forward-looking statements include information concerning our possible or assumed future business strategies, potential growth opportunities, potential operating performance improvements, and expectations related to governance and management. Generally, the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “should” or the negative of these terms or similar expressions that do not relate to historical facts are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control or difficult to predict. If known or unknown risks materialize, our actual results could differ materially from past results and from those expressed in the forward-looking statements. Investors are therefore cautioned not to place undue reliance on forward-looking statements. Important factors that could cause our results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, industry capacity utilization and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials, including with respect to the Russian invasion of Ukraine; a significant adverse change in a customer relationship or the failure of a customer to perform its obligations under agreements with us; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; unanticipated delays in, or increased cost of site development projects; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; and litigation or legal proceedings. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission (“SEC”), particularly under the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended September 30, 2023, which is filed with the SEC at www.sec.gov.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised, however, to consult any further disclosures Cabot makes on related subjects in future 10-K, 10-Q and 8-K reports filed with the Commission.

6 CABOT CORPORATION

Board Leadership, Governance

Proposal 1 — Election of Directors and Composition, and Risk Management

BoardAs a leading global specialty and performance materials company, we value integrity, respect, excellence and responsibility. We are committed to living these values every day as they are an integral part of Directors

the way we conduct our business. Through our shared purpose — creating materials that improve daily life and enable a more sustainable future — we drive materials innovation, support our customers, and seek to create a more sustainable world. Our “Creating for Tomorrow” growth strategy articulates how we intend to deliver sustained and attractive total shareholder return, built on earnings growth and a balanced capital allocation framework. As part of this strategy, we aim: to Grow based on investing for advantaged growth, to Innovate by developing innovative products and processes that enable a better future, and to Optimize by driving continuous improvement in all we do. Our Board is responsible for overseeing the execution of Directors currently has twelve membersour strategy, and is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Four directors are proposed to be elected at the 2018 Annual Meeting. The terms of Cynthia A. Arnold, John F. O’Brien, John K. McGillicuddy, and Mark S. Wrighton expire this year and our Board of Directors has nominated each of them for a three-year term that will expire at the annual meeting in 2021. All of them are current directors and, with the exception of Dr. Arnold, have been elected by stockholders at previous annual meetings.

Roderick C.G. MacLeod, whose term of office expires at the 2019 Annual Meeting, has decided to retire fromdoing so, the Board effective atseeks to provide leadership as the 2018 Annual Meeting. Upon the election of the nominated directors,Company navigates critical issues, including matters related to climate change, diversity, equity and with this retirement, Cabot’s Board of Directors will have eleven members. We expect that all of the nominees will be available for election, but if any of the nominees is not available at the time of the 2018 Annual Meeting, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, if no substitute nominees are identified by the Board, proxies will be voted forinclusion, a lesser number of nominees. In no event will the proxies be voted for more than four nominees.

Vote Required

A nominee will be elected to the Board of Directors if the votes properly cast “for” his or her election exceed the votes properly cast “against” such nominee’s election.

Recommendation

The Board of Directors recommends that you vote “FOR” the election of its four nominees.

CABOT CORPORATION    5

Board Leadership, Governance and Composition, and Risk Management Leadership and Strategic Planning Experience. We believe that directors who have held significant leadership positions over an extended period of time possess strong leadership qualities and demonstrate a practical understanding of organizations, processes, strategy and risk management, and know-how to drive change and growth. As a publicly traded company, we value experience on the boards of other publicly traded companies and other complex organizations.

Board Leadership, Governance and Composition, and Risk Management (continued)

Our Leadership Structure —Non-Executive ChairAs highlighted in the graphics below, we believe the Board as a whole possesses a balanced mix of the Board; Executive Sessions

John F. O’Brien currently serves asNon-Executive Chairtalents, skills, diversity, expertise, tenure and independence needed to meet the evolving needs of the Board. The Board has elected Sue H. Rataj asNon-Executive ChairCompany and to oversee the execution of our “Creating for Tomorrow” strategy. More details on each director’s qualifications and expertise are included in the Board of Directors, effective March 9, 2018.

Although our Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, our Board believes that this leadership structure is appropriate at this time because it allows our Chief Executive Officer to focusdirector biographies on the strategic and operational aspects of our business, while allowing theNon-Executive Chair of the Board to provide independent leadership for the Board. Our Board recognizes that future circumstances may lead it to change the leadership structure depending on Cabot’s needs at the time and, as such, believes that it is important to retain flexibility. In the future, if the Chief Executive Officer also serves as Chair of the Board, our Corporate Governance Guidelines require that an independent director be appointed annually as lead director to lead the executive sessions of thenon-management directors at Board meetings.

Key Responsibilities.OurNon-Executive Chair of the Board focuses on the Board’s processes and ensuring it is prioritizing the right matters. Specifically, the Chair has the following responsibilities, and may perform other functions at the Board’s request:

How our Board Operates

Our Board of Directors has six scheduled Board meetings to review and discuss Cabot’s performance and prospects as well as the issues we face, with calls and communications between meetings as appropriate. The Board interacts directly with senior management during its meetings. The Board typically dedicates one meeting a year to a discussion of longer-term strategic issues the Company faces. During fiscal 2017, the Board met six times.

A significant portion of the Board’s oversight responsibility is carried out through its four operating committees.

Committee Composition.All of the members of our Audit Committee, Governance and Nominating Committee, and Compensation Committee satisfy the NYSE’s definition of an independent director.

Committee Operations. Each Committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Each Committee’s meeting materials are available for review by all directors.

Committee Responsibilities. The primary responsibilities of each Committee are listed below. For more detail about the responsibilities and functions of each Committee, see the Committee charters on our website (www.cabotcorp.com) under the heading “Company — About Cabot — Governance — Resources.”pages.

14

CABOT CORPORATION    9

Board Leadership, Governance and Composition, and Risk Management (continued)

Audit Committee

Members

9 meetings in fiscal 2017

Financial Acumen.Mr. McGillicuddy, Mr. MacLeod, and Mr. Morrow are “audit committee financial experts” under SEC rules and each of these directors as well as Mr. Enriquez and Mr. Kirby are “financially literate” under NYSE rules.

Primary Responsibilities

The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of Cabot’s financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, (iv) the performance of our internal audit function and (v) our risk assessment and risk management processes. The Audit Committee, among other functions:

During 2017, the Committee’s other priorities included Treasury matters, including cash and debt management issues, financial process improvement initiatives and tax matters. The Committee also focused on cyber-security risk.

Compensation Committee

Members

6 meetings and 2 actions by written consent in fiscal 2017

Primary Responsibilities

The primary responsibilities of the Compensation Committee are to:

CABOT CORPORATION    15

Board Leadership, Governance and Composition, and Risk Management (continued)

Our purpose is to create materials that improve daily life and enable a more sustainable future. We aim to achieve this purpose in a manner that is consistent with our values of integrity, respect, excellence, and responsibility, and, as reflected in our “Creating for Tomorrow” strategy, we are committed to operating responsibly, reducing our environmental impact and developing innovative performance materials that address the sustainability challenges of our customers, communities and the world. We therefore work to incorporate environmental sustainability, employee safety and well-being, diversity, equity and inclusion and other values into our decision-making in a manner that we believe will both mitigate risk and drive long-term value.

In fiscal 2020, we adopted our 2025 Sustainability Goals to further articulate our commitment to ESG matters and facilitate the integration of this commitment into the operation of our business. These goals address 11 topics that we have identified as important to Cabot and are categorized under the following three pillars: Caring for our People and Communities, Acting Responsibly for the Planet, and Building a Better Future Together. Our work to achieve each of these goals is resourced by teams across our Company and each goal is sponsored by a member of our Management Executive Committee. With respect to Board oversight of ESG matters in general, rather than concentrating oversight of all ESG initiatives into any one Committee, the Board takes the approach that certain matters are most appropriately overseen by the Board as a whole and, for other topics, the most appropriate Committee should maintain oversight. The graphic below provides an overview of Board and SHE&S Committee oversight with respect to each of our three pillars.

		Caring for our People and Communities				Acting Responsibly for the Planet				Building a Better Future Together
Our entire Board reviews talent management and management succession planning, as well as the Company’s diversity and inclusion objectives and achievements. The SHE&S Committee oversees our goals related to community engagement and occupational health and safety.				The SHE&S Committee focuses on issues around climate change and the evolving regulatory landscape, and oversees our goals related to emissions, energy, wastes and spills, water, and environmental compliance.				The entire Board has oversight of Cabot’s goals that address product sustainability, suppliers’ sustain ability, and economic value gen erated and distributed.

To further advance our sustainability agenda, we have committed to align our climate-related disclosures with the recommendations of the Task Force for Climate-related Financial Disclosure (“TCFD”), and, based on the work we have done to date, we disclosed our preliminary analysis in a climate scenario risks and opportunities matrix developed in accordance with the TCFD guidance. In addition, at the beginning of fiscal 2022, we announced our ambition to align our sustainability agenda with the Paris Climate Agreement to achieve net zero carbon emissions globally by 2050. We believe our activities related to these matters will be most appropriately overseen by the Board as a whole, and that our SHE&S Committee should allocate significant time annually for discussion of these matters.

In fiscal 2023, our ESG Steering Committee expanded on our SH&E Policy and developed our SHE & Sustainability Commitment to more specifically articulate the Company’s commitment and policy related to sustainable development. The SHE & Sustainability Commitment was subsequently approved by our Board. In addition, we updated our Human Rights Policy in fiscal 2023. This policy, which was approved by our Board, sets out our commitment to business strategy. Thepractices that reflect international principles aimed at promoting and protecting human rights and applies equally to our activities and business relationships. Further, in fiscal 2023, we launched EVOLVE^® Sustainable Solutions, our technology platform focused on developing sustainable reinforcing carbons and other performance materials with reliable performance at industrial scale. Our ambition under this platform is to work with customers and technology partners to develop products across three sustainability categories: Renewable, Recovered and Reduced. These are products made with renew-

CABOT CORPORATION    11

Board Leadership, Governance and Composition, and Risk Management (continued)

able materials or materials recovered from end-of-life tires and/or using processes that result in reduced greenhouse gas emissions.

Information on our sustainability goals, our climate scenario risks and opportunities matrix, our EVOLVE^® Sustainable Solutions technology platform, and the various ESG-related awards we have received is available on our website at www.cabotcorp.com/sustainability, which information is not part of, or incorporated by reference into, this proxy statement.

In addition, to reinforce the Company’s commitment to developing a more inclusive and diverse organization, the Compensation Committee also oversees senior management succession planningrecently oversaw management’s development of diversity, equity, and development. Finally,inclusion (“DE&I”) objectives and metrics for the Governance Committee considers governance and Board succession risks, and evaluates director skills and qualifications to ensure each Committee has directors withportion of the requisite skills to oversee the applicable risks that are the focus of that Committee. The Company has a robust risk management program, the strength of which is not dependentshort-term incentive compensation awards payable on the Board’s leadership structure.basis of participant individual performance.

Assessment of Risk in Incentive Compensation Program

Our Compensation Discussion and Analysis (“CD&A”) section of this proxy statement describes our compensation policies, programs and practices for our named executive officers. OurThe corporate goal-setting, assessment and compensation decision-making processes described in our CD&A apply to all participants in our corporate short- and long-term incentive programs.

CABOT CORPORATION    17

Board Leadership, Governance and Composition, and Risk Management (continued)

Our Leadership Structure — Non-Executive Chair of the Board; Executive Sessions

Sue H. Rataj served as Non-Executive Chair of the Board of Directors from March 9, 2018 until October 1, 2023. Ms. Rataj has advised the Company that she will retire from the Board effective May 31, 2024. To ensure a smooth leadership transition, Ms. Rataj stepped down as Non-Executive Chair effective October 1, 2023 and will remain Chair of the Governance and Nominating and Executive Committees until her retirement from the Board. Michael M. Morrow was elected Non-Executive Chair of the Board effective October 1, 2023.

Although our Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, our Board believes that this leadership structure is appropriate at this time because it allows our Chief Executive Officer to focus on the strategic and operational aspects of our business, while allowing the Non-Executive Chair of the Board to provide independent leadership for the Board. Our Board recognizes that future circumstances may lead it to change the leadership structure depending on Cabot’s needs at the time and, as such, believes that it is important to retain flexibility. In the future, if the Chief Executive Officer also serves as Chair of the Board, our Corporate Governance Guidelines require that an independent director be appointed annually as lead director to set the agenda for and lead the executive sessions of the non-management directors at Board meetings and to undertake such other responsibilities as the independent directors designate.

Key Responsibilities. Our Non-Executive Chair of the Board focuses on the Board’s processes and ensuring it is prioritizing the right matters. Specifically, the Chair has the following responsibilities, and may perform other functions at the Board’s request:

How Our Board Operates

Our Board of Directors has six scheduled Board meetings to review and discuss Cabot’s performance and prospects, with calls and communications between meetings as appropriate. The Board interacts directly with senior management during its meetings. The Board typically dedicates one multiple-day meeting a year to a discussion of longer-term strategic matters. During fiscal 2023, the principal focus of this meeting was the Company’s growth strategy and sustainability agenda. Our full Board participates in the SHE&S Committee meeting that is scheduled at this time and focused on a discussion of sustainability matters, including, in fiscal 2023, the Company’s progress against its 2025 Sustainability Goals and the areas of our research and development (“R&D”) focus for breakout technology development to advance our ambition to achieve net zero carbon emissions globally by 2050. As provided in the Board’s Corporate Governance Guidelines, in addition to a new director orientation program, the Company provides continuing education opportunities for all directors on topics that we believe are important to an understanding of the changing landscape affecting our Company, including topics addressing sustainable development. Two areas of particular focus for director education during fiscal 2023, and for which the Board invited outside experts to participate in a broad Board discussion, were (i) the worldwide battery market and how this market is expected to develop in the coming years, and (ii) artificial intelligence. During fiscal 2023, the Board met seven times.

CABOT CORPORATION    13

Board Leadership, Governance and Composition, and Risk Management (continued)

A significant portion of the Board’s oversight responsibility is carried out through its four operating committees.

Committee Composition. All of the members of our Audit Committee, Governance and Nominating Committee, Safety, Health, Environment and Sustainability Committee and Compensation Committee satisfy the NYSE’s definition of an independent director.

Committee Operations. Each Committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Each Committee’s meeting materials are available for review by all directors.

Committee Responsibilities. The primary responsibilities of each Committee are listed below. For more detail about the responsibilities and functions of each Committee, see the Committee charters on our website (www.cabotcorp.com) under the heading “Company — About Cabot — Governance — Resources.”

Audit Committee

Members

Ten meetings in fiscal 2023

Financial Acumen.Mr. Morrow and Mr. Wilson are “audit committee financial experts” under SEC rules and both of these directors and Mr. Nathoo and Dr. Williams are “financially literate” under NYSE rules.

Primary Responsibilities

The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of Cabot’s financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, (iv) the performance of our internal audit function, and (v) our risk assessment and risk management processes, including with respect to information technology and cybersecurity risk. The Audit Committee, among other functions:

During fiscal 2023, the Committee’s other priorities included treasury matters, including cash and debt management; internal controls practices; accounting matters, including those related to the Company’s deferred tax assets and the reserve established for potential respirator liabilities; and other tax matters. The Committee also discussed the Company’s cyber-security risk management programs.

14    CABOT CORPORATION

Board Leadership, Governance and Composition, and Risk Management (continued)

Compensation Committee

Members

Four meetings and two actions by written consent in fiscal 2023

Primary Responsibilities

The primary responsibilities of the Compensation Committee are to:

Important items for fiscal 2023 included assessing the effectiveness of our executive compensation programs and establishing appropriate performance measures and goals under our incentive compensation plans for fiscal 2023. The Committee also focused onopportunitiestointegratesustainability into the Company’s incentive compensation program, and oversaw the development of DE&I objectives for the portion of the short-term incentive compensation awards payable on the basis of participant individual performance. The Committee received regular updates on trends and regulatory developments affecting executive compensation, and assessed the market competitiveness of our executives’ compensation.

Governance and Nominating Committee

Members

* Mr. Morrow is expected to be elected Chair of this Committee upon Ms. Rataj’s retirement from the Board.

Five meetings in fiscal 2023

Primary Responsibilities

The Governance Committee is charged primarily with:

CABOT CORPORATION    15

Board Leadership, Governance and Composition, and Risk Management (continued)

During fiscal 2023, the Governance Committee continued its focus on Board composition matters to ensure the Board as a whole has the skills, talents, diversity and expertise needed to meet Cabot’s evolving needs. During the year, the Committee oversaw the Board’s search for a new director as well as the development of director education programs for the Board.

Safety, Health, Environment & Sustainability Committee

Members

Four meetings in fiscal 2023

Primary Responsibilities

The SHE&S Committee reviews aspects of Cabot’s safety, health, environmental and sustainability performance, process safety, security, product toxicology and registrations, community engagement and governmental affairs. In particular, the Committee reviews the following:

During fiscal 2023, particular areas of Committee focus included the Company’s corporate sustainability performance and priorities, including alternative approaches to achieving the Company’s net zero ambition; review of the Company’s progress against the Company’s 2025 Sustainability goals, the Company’s SH&E audit program, process safety management programs, planned and anticipated significant environmental-related capital expenditures, environmental remediation activities, as well as the Company’s ratings on third-party ESG-related assessments.

Executive Committee

Members

No meetings in fiscal 2023

Primary Responsibilities

The Executive Committee reviews and, where appropriate, approves corporate action with respect to the conduct of our business between Board of Directors’ meetings. Actions taken by the Executive Committee are reported to the Board at its next meeting.

16    CABOT CORPORATION

Board Leadership, Governance and Composition, and Risk Management (continued)

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that address director qualifications (which include the Board’s policy on director overboarding) and independence, Board Committees, director compensation, Board performance evaluations, Board and Committee meetings, access to senior management, and Chief Executive Officer performance evaluation and succession planning, among other matters. Many of the Board’s practices and policies set out in these Guidelines are described throughout this discussion of Board Leadership, Governance and Composition and Risk Management. The Corporate Governance Guidelines are posted on our website (www.cabotcorp.com) under the heading “Company — About Cabot – Governance – Resources.”

How We Assess Director Independence

The Board’s Guidelines.Under our Corporate Governance Guidelines, it is the Board’s policy that at least the majority of the Board’s members must be independent. The Governance Committee annually reviews the independence of all directors and reports its findings to the full Board. All of our current directors are “independent” under the Board’s director independence standards, other than Mr. Keohane, our President and CEO. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with Cabot. The Board’s guidelines for director independence are consistent with the independence requirements in the New York Stock Exchange’s listing standards. The Board evaluates all relevant facts and circumstances in making an independence determination. In assessing director independence, the Board considers all known relationships, transactions and arrangements among directors, their family members, and Cabot. The Board concluded that none of the non-management directors who served as directors during the 2023 fiscal year had a material relationship with Cabot.

How We Evaluate Our Board and Assess Director Recommendations

Each year, the Governance Committee leads our Board’s annual evaluation process. The process focuses on the effectiveness of the Board as a whole, prioritizing issues, and identifying specific matters for future discussion. For 2023, our General Counsel solicited feedback from each director based on a series of questions covering Board and Committee membership, operations, and responsibilities, as well as open-ended questions so that each director had leeway to provide feedback on the issues he or she believed to be the most pertinent. In addition, our Non-Executive Chair conducted one-on-one discussions with each director, during which feedback on individual director performance from other directors was sought. The key themes, observations, and suggestions with respect to the Board’s performance as a whole were summarized and discussed with the full Board. Based on these discussions, opportunities to further enhance the Board’s effectiveness have been and are being implemented.

Board Refreshment. A number of changes have occurred in the Board of Directors over the past several years as part of our continuing efforts to ensure that our Board has the right skills and tenures to best oversee management and the execution of our strategy and the associated risks. Two new directors have joined the Board within the last two years and approximately 40% of our directors have joined within the last five years. Our Board does not have a mandatory retirement policy because the Board is of the view that a mix of tenures that takes into consideration appropriate levels of continuity, institutional memory and fresh perspectives is critical in achieving and maintaining a high-performing board. The Board will continue to proactively manage its composition and make-up to ensure it has the appropriate mix of tenures, diversity, and the requisite skills to address the Company’s current and future needs.

Candidate Recommendations. We identify candidates for election to the Board of Directors through the business networks of the directors and management and from recommendations made by third-party search firms upon the request of the Governance Committee. In fiscal 2023, the Governance Committee retained a search firm to help identify potential candidates with specific skills and professional experience identified by the Committee as important as it considers Board succession planning, as well as potential candidates whose membership on our Board would continue to enhance the Board’s gender and ethnic diversity. Dr. Williams was initially identified as a candidate for election to the Board by a third-party search firm, and upon the recommendation of the Governance Committee, the Board elected Dr. Williams as a director effective September 2023. In evaluating Dr. Williams’s candidacy, the Board considered her extensive

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Board Leadership, Governance and Composition, and Risk Management (continued)

experience and business leadership roles in strategy, commercial and operational matters, new business development and innovation across diverse specialty chemicals and advanced materials industries. In addition, Dr. Williams has further enhanced the diversity of our Board. We evaluate candidates recommended by our stockholders in the same manner and on the same basis as candidates recommended by our directors, management, or third-party search firms.

Procedures for Stockholders to Recommend Director Nominees

The Governance Committee has a policy with respect to the submission of recommendations by stockholders of candidates for director nominees, which is available on our website at www.cabotcorp.com under the heading “Company— About Cabot—Governance—Resources”. A stockholder wishing to recommend a candidate must submit the recom- mendation by a date no later than the 120^th calendar day before the first anniversary of the date that Cabot released its proxy statement to stockholders in connection with the previous year’s annual meeting. Recommendations should be submitted to the Company’s Secretary in writing at Cabot Corporation, Two Seaport Lane, Suite 1400, Boston, Massachusetts 02210. The notice to the Secretary should include all information about the candidate that Cabot would be required to disclose in a proxy statement in accordance with Securities and Exchange Act rules or as required by the Company’s by-laws, consent of the candidate to serve on the Board of Directors, if nominated and elected, and agreement of the candidate to complete, upon request, questionnaires customary for Cabot directors and to comply with applicable Company policies.

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Governance

Proposal 1 — Election of Directors

Board of Directors

Our Board of Directors currently has twelve members and is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Three directors are proposed to be elected at the 2024 Annual Meeting. The terms of Cynthia A. Arnold, Douglas G. Del Grosso, and Christine Y. Yan expire at the 2024 Annual Meeting and our Board of Directors has nominated each of them for a three-year term that will expire at the annual meeting in 2027. All of them are current directors and have been elected by stockholders at previous annual meetings.

As previously disclosed, Sue H. Rataj, whose term of office expires at the 2025 Annual Meeting, has decided to retire from the Board effective May 31, 2024. Upon the election of the nominated directors, and following Ms. Rataj’s retirement, Cabot’s Board of Directors will have eleven members. We expect that all of the nominees will be available for election, but if any of the nominees are not available at the time of the 2024 Annual Meeting, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, if no substitute nominees are identified by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than three nominees.

Vote Required

A nominee will be elected to the Board of Directors if the votes properly cast “for” his or her election exceed the votes properly cast “against” such nominee’s election. Abstentions and broker non-votes will have no effect on the results of this vote.

Recommendation

The Board of Directors recommends that you vote “FOR” the election of its three nominees.

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Other Governance Policies and Practices

Transactions with Related Persons

Policy and Procedures for the Review of Related Person Transactions

Our Board has adopted a written policy for the review and approval or ratification of transactions involving related persons. “Related persons” consist of any person who is or was (since the beginning of the fiscal year) a director, nominee for director or executive officer of Cabot (since the beginning of the last fiscal year, even if they do not presently serve in that role), any greater than 5% stockholder of Cabot and the immediate family members of any of those persons. The Governance Committee is responsible for applying the policy with the assistance of our General Counsel.

Transactions covered by the policy consist of any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships in which (1) the aggregate amount involved will or may be expected to exceed $100,000$120,000 with respect to any fiscal year, (2) Cabot is a participant and (3) any related person has or will have a direct or indirect interest, other than solely as a result of being a director or a less than 10% beneficial owner of another entity (an “interested transaction”). Under the policy, the following interested transactions have a standingpre-approval from the Governance Committee, even if the aggregate amount is greater than $100,000:$120,000:

Each interested transaction by a related person that does not have standingpre-approval under the policy should be reported to our General Counsel for presentation to the Governance Committee for approval before its consummation or for ratification, if necessary, after its consummation. The Chair of the Governance Committee has the authority topre-approve or ratify (as applicable) any interested transaction with a related person in which the aggregate amount involved is expected to be less than $500,000. In determining whether to approve or ratify an interested transaction, the Governance Committee and the Chair may take into account such factors as they deem appropriate, which may include whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Transactions with Related Persons

Since the beginning of fiscal 2017,2023, Cabot and its subsidiaries had no transactions, nor are there any currently proposed transactions, in which Cabot or its subsidiaries was or is to be a participant in whichand the amount involved exceeds $120,000 and any related person (as defined above) had or will have a direct or indirect material interest reportable under SEC rules.

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Other Governance Policies and Practices(continued)

Procedures for Stockholders to Recommend Director NomineesStockholder Engagement

The Governance Committee has a policy with respectCompany welcomes stockholder engagement. Our directors are available to answer questions from stockholders at the 2024 Annual Meeting about the business of the meeting. In addition, management of the Company conducts stockholder outreach throughout the year to ensure management and the Board understand and consider the issues that matter most to our stockholders. We provide regular updates regarding the Company’s performance and strategic actions to the submission of recommendations by shareholders of candidates for director nominees, which is available oninvestor community, and we participate in numerous investor conferences, one-on-one meetings, earnings calls, investor days, and educational investor and analyst conversations. We also communicate with stockholders and other stakeholders through various media, including our annual report, proxy statement and other filings with the SEC, news releases and our website. AWe believe ongoing stockholder wishingengagement allows us to recommend a candidate must submit the recommendation by a date not later than the 120^th calendar day before the first anniversary of the date that Cabot released its proxy statementrespond effectively to stockholders in connection with the previous year’s annual meeting. Recommendations should be submitted to the Company’s Secretary in writing at Cabot Corporation, Two Seaport Lane, Suite 1300, Boston, Massachusetts 02210. The notice to the Secretary should include all information about the candidate that Cabot would be required to disclose in a proxy statement in accordance with Securities and Exchange Act rules or as required by the Company’sby-laws, consent of the candidate to serve on the Board of Directors, if nominated and elected, and agreement of the candidate to complete, upon request, questionnaires customary for Cabot directors and to comply with applicable Company policies.stockholder concerns.

Director Attendance at Meetings

Board/Committee Meetings. During fiscal 2017,2023, each director attended at least 85%75% of the aggregate of the total Board meetings and the total meetings held by all of the Committees on which he or she served during the periods that he or she served.

The 2023 Annual Meeting of Stockholders.Recognizing that director attendance at the annualwas held in a virtual meeting can provide our stockholders with an opportunity to communicate with Board members about issues affecting Cabot, we actively encourage our directors to attend the annual meeting. In 2017, allformat by live webcast and each of our directors whose term of office continued after the annual meetingDirectors attended the annual meeting.and were available to respond to questions.

Code of Business Ethics and Training

We have adopted a code of ethics that applies to all of our employees and directors, including the Chief Executive Officer, the Chief Financial Officer, the Controller and other senior financial officers. In fiscal 2023, each of our directors completed our Code of Business Ethics on-line compliance training program that we require our employees to complete. In addition, in fiscal 2023, as part of our compliance training and risk mitigation efforts, employee training on anti-bribery and corruption was required of all employees in non-production roles, and training on cybersecurity risks was required of all Cabot employees who have access to our information technology systems. The Code of Business Ethics is posted on our website (www.cabotcorp.com) under the caption “Company — About—About Cabot — Code of Business Ethics.”

Communications withCommunicating Concerns to the Board

Stockholders or other interested parties wishing to communicate with the Board, thenon-management directors or any individual director may contact theNon-Executive Chairman Chair of the Board by calling1-800-853-7602; or by sending an email through our website using the link that is located under the caption “Company — About Cabot — Governance — Contact the Board of Directors”; or by writing to Cabot Corporation Board of Directors, c/o Alertline Anonymous, P.O. Box 3767, 13950 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina 28277..

Anyone who has a complaint or concern regarding our accounting, internal accounting controls or auditing matters may communicate that concern to the Chair of the Audit Committee by calling1-800-853-7602; or by sending an email through our website using the link that is located under the caption “Company — About Cabot — Governance — Contact the Board of Directors”; or by writing to Cabot Corporation Audit Committee, c/o Alertline Anonymous, P.O. Box 3767, 13950 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina 28277.. All such communications to the Board of Directors or the Audit Committee will also be sent to Cabot’s Office of Compliance.

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Director Compensation

Annual compensation for our non-employee directors is comprised of cash compensation and a grant of Cabot common stock. The Governance Committee is responsible for reviewing the form and amount of compensation paid to our non-employee directors and recommends changes to our Board of Directors as appropriate. TheIn November 2023, the Governance Committee, regularly reviews competitive market data with the assistance of Mercer LLC,Meridian, a national executive compensation firm, engaged by this Committee, to evaluateevaluated the reasonablenesscompetitiveness of ourthe Company’s director compensation program, which included a review of director compensation data from the same peer group of companies our Compensation Committee uses for assessing its executive compensation decisions. Based on this evaluation and upon the appropriate mixrecommendation of cashthe Governance Committee, our Board of Directors approved changes to our non-employee director compensation program as follows: effective January 1, 2024, we (i) increased the annual equity retainer from $135,000 to $155,000; and equity compensation.(ii) increased the annual retainer paid to the Chair of the Compensation Committee from $15,000 to $20,000. Directors who are Cabot employees do not receive compensation for their services as directors.

Cash Compensation

CashWith the changes described above, effective January 1, 2024, annual cash compensation for our non-employee directors consists of an annual retainer of $75,000, plus the following annual retainers for specific roles:components:

Mr. O’Brien has elected to not receive the cash compensation described above for his role as Chair of the Governance Committee while he is serving as our Non-Executive Chair of the Board. Cash compensation is paid quarterly and, when changes occur in Board or Committee membership during a quarter, the compensation is pro-rated.

Stock Compensation

Under the Cabot Corporation 2015 Directors’ Stock Compensation Plan (the “Directors’ Stock Plan”), each non-employee director is eligible to receive each calendar year shares of Cabot common stock as part of his or her compensation for services to be performed in that year. For calendar year 2017,2023, each non-employee director whose term of office continued afterwho was serving as a director at the 2017 Annual Meeting of Stockholderstime the awards were granted in January received an award of shares having a grant date value as close as possible to $110,000 (2,052$135,000 (1,854 shares). Lydia W. Thomas, who retired at the 2017 Annual Meeting, received a pro-rated grant of 513 shares. The closing price of our common stock on January 13, 2017,12, 2023, the date such shares were granted, was $53.61.$72.81. Upon hisher election to the Board, oneffective September 8, 2017, Mr. Morrow13, 2023, Dr. Williams received an award of shares having a pro-rated grant of 700 sharesdate value as close as possible to $45,000 (655 shares) as compensation for hisher services as a non-employee director to be performed in 2017.calendar year 2023. The closing price of our common stock on September 8, 201713, 2023 was $52.41.$68.75. For calendar year 2024, each non-employee director received an award of shares having a grant date value as close as possible to $155,000 (2,035 shares).

As of January 16, 2018,2024, there were 295,549151,134 shares available for issuance under the Directors’ Stock Plan. If Proposal 3 is approved by our stockholders, we will no longer make awards under the Directors’ Stock Plan and instead will make awards under the Cabot Corporation 2024 Non-Employee Director Plan.

We believe that it is desirable for our directors to have an equity interest in Cabot and we encourage all directors to own a reasonable amount of Cabot stock to align director and stockholder interests and to enhance a director’s long-term perspective. Accordingly, our Corporate Governance Guidelines require non-employee directors to have an equity ownership in Cabot of at least 10,000 shares.in an amount equal to five times the annual cash retainer paid for service as a director. It is expected that this ownership level will generally be achieved within a five-year period beginning when a director is first elected to the Board. For purposes of determining a director’s compliance with this ownership requirement, any deferred shares

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Director Compensation (continued)

held by a director are considered owned by the director. In addition, each non-employee director is required to retain the shares granted in any given year for a period of at least three years from the date of issuance or until the director’s earlier retirement.

Reimbursement of Certain Expenses; Charitable GivingExpenses

Our Corporate Governance Guidelines state that Cabot will not provide retirement or other benefits or perquisites to non-employee directors. Directors, however, are reimbursed for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Committee meetings and other Cabot business-related events and are covered by Cabot’s travel accident insurance policy for such travel. In connection with the retirement of Dr. Thomas from the Board of Directors at the 2017 Annual Meeting and in recognition for her many years of service, we made contributions totaling $25,000 on her behalf to charities that she selected.

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Director Compensation Table

The following table sets forth the compensation earned by our non-employee directors in fiscal 2017:2023:

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Beneficial Stock Ownership of Directors, Executive

Officers and Persons Owning More Than Five

Percent of Common Stock

The following table shows the amount of Cabot common stock beneficially owned as of January 16, 20182024 (unless otherwise indicated) by each person known by Cabot to beneficially own more than 5% of our outstanding common stock, by each director of Cabot, by each of ourCabot’s named executive officers and by all directors nominees for director and executive officers of Cabot as a group. Unless otherwise indicated, each person has sole investment and voting power over the securities listed in the table.