UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule14a-101)

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:

Cabot Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

Cabot Corporation

20202022 Proxy Statement

The Annual Meeting of Stockholders

of Cabot Corporation will be held:held virtually:

Thursday,March 12, 202010, 2022 at 4:00 p.m. ET

Cabot Corporation

Two Seaport Lane, Suite 1300

Boston, MA 02210-2019 USAat meetnow.global/MLNW2AY

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

January 24, 202027, 2022

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 12, 2020,10, 2022, at 4:00 pm, Eastern Time,Time. In light of the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and safety of the Company’s stockholders and attendees, the Annual Meeting will be held in a virtual meeting format via live webcast at meetnow.global/MLNW2AY, 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 threefour members of our Board of Directors, provide your advisory approval of our executive compensation, and ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2020.2022. 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 20192021 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 20192021 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 20192021 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 24, 2020.27, 2022. Our 20192021 Annual Report is available at http://www.edocumentview.com/cbt.

By order of the Board of Directors,

Jane A. Bell

Secretary

Boston, Massachusetts 02210-2019

January 24, 202027, 2022

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 20202022 Annual Meeting of Stockholders (“20202022 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 15, 202018, 2022 will be entitled to vote at the 20202022 Annual Meeting. As of that date, there were 56,676,15856,584,808 shares of our common stock outstanding. Each share of common stock is entitled to one vote. There is no cumulative voting.

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.”

CABOT CORPORATION    1

About the Annual Meeting (continued)

Who can attend the meeting?

The 2022 Annual Meeting is open to all Cabot stockholders entitled to vote at the meeting and their legal proxies by following the instructions below under the heading “How can I attend the 2022 Annual Meeting?” You need not attend the 2022 Annual Meeting to vote.

How can I attend the 2022 Annual Meeting?

In light of the continuing public health impact of the ongoing COVID-19 pandemic and to support the health and safety of the Company’s stockholders and attendees, the 2022 Annual Meeting will be held in a virtual meeting format via live webcast. There will be no in-person meeting.

Visit meetnow.global/MLNW2AY to attend the meeting. To attend the meeting, stockholders of record as of January 18, 2022 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 “How do I register to attend the 2022 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/MLNW2AY, vote your shares electronically by clicking on the Vote icon and submit questions during the meeting by clicking on the Q&A icon. 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.

Do I need to register to attend the 2022 Annual Meeting?

If you were a stockholder of record on January 18, 2022, you do not need to register in advance to attend the 2022 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 “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 your shares along with your 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 7, 2022. After Computershare receives your registration materials, you will receive a confirmation email from Computershare of your registration and control number.

Requests for registration may be directed to Computershare as follows:

Computershare

Cabot Corporation Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

2    CABOT CORPORATION

About the Annual Meeting (continued)

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

We are distributing our proxy materials to 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 providing a timely and convenient method of accessing the materials and voting. On January 24, 2020,26, 2022, we will begin mailing a “Notice of Internet Availability of Proxy Materials” (the “Notice”) to stockholders. The Noticestockholders, which includes instructions on how to access our proxy statement and our 20192021 Annual Report and how to vote your shares. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials and our 20192021 Annual Report, if you prefer.

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 20202022 Annual Meeting and (ii) the Board’s acceptance of this resignation. The Governance and Nominating Committee of the Board of Directors (the “Governance Committee”) would 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.

How do I vote?

You can vote either in person atonline during the meeting or by proxy without attending the meeting. For additional information on how to attend the meeting, please refer to “How can I attend the 2022 Annual Meeting?” above. Even if you plan to attend the 20202022 Annual Meeting, we encourage you to vote your shares by proxy. If your shares are held in “street name” in a brokerage account or by a bank or other nominee and you wish to vote in person at the meeting, you must request a

2    CABOT CORPORATION

About the Annual Meeting (continued)

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

Proposal 1 — Election of Directors(continued)

Certain Information Regarding Directors

In addition to the information presented below regarding the specific experience, qualifications, attributes and skills that qualify the nominees and the directors whose terms of office will continue after the 2020 Annual Meeting to serve as a director of the Company, all the nominees and directors have a reputation for honesty, integrity, sound judgment and adherence to high ethical standards. Each of the nominees and directors has demonstrated the willingness and ability to make the significant commitment of time and energy to serve on our Board and its Committees, and to engage management and each other openly and constructively. Our Directors are committed to having a Board that reflects a balanced set of skills that is aligned with our strategic goals and reflects our diversity objectives.

6    CABOT CORPORATION

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

Enhancing the Board’s diversity of background.As a global company, we consider diversity is an essential element of our culture. At the Board level and throughout our company we value the benefits we receivereceived from different perspectives and strive for a talented and diverse workforce and a diverse Board that is representative of our global business, customers, employees and stockholders. In evaluating the suitability of individual Board nominees, the Governance

CABOT CORPORATION    11

Candidate Recommendations.Board Leadership, Structure, Governance and Composition, and Risk Management We identify candidates for election to(continued)

As highlighted in the graphics below, we believe the Board of Directors through the business networksas a whole possesses a balanced mix of the directorstalents, skills, diversity, expertise, tenure and management and from recommendations made by third-party search firms uponindependence needed to meet the requestevolving needs of the Governance Committee. Over the past year, the Governance Committee retained a search firmCompany and its businesses and to help identify potential candidates. 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. Ms. Yan 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 Ms. Yan a director effective May 2019. In considering Ms. Yan’s candidacy, the Board considered Ms. Yan’s years of experience in global manufacturing and engineering as well as her significant experience in international business, particularly in Asia.

Board Refreshment.A number of changes have occurred in our Company’s 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“Creating for Tomorrow” strategy. The numbers of directors counted as possessing a qualification or expertise indicates a specific area of focus or expertise that the associated risks. Taking into account the upcoming retirements of Messrs. Prevost and O’Brien, 40% of our directors have joineddirector brings to the Board and does not mean that directors not counted do not possess such qualifications or expertise. More details on each director’s qualifications, skills and expertise are included in the last three years. Our Board does not have a mandatory retirement policy. With respect to director tenure,biographies on 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 andmake-up to ensure it has the appropriate mix of tenures and the requisite skills to address the Company’s current and future needs.

How we Assess Director Independence

The Board’s Guidelines.It is the Board’s policy that at least the majority of the Board’s members must be independent under our Corporate Governance Guidelines. The Governance Committee annually reviews the independence of all directors and reports its findings to the full Board. All our directors are “independent” under the Board’s director independence standards, other than Mr. Keohane, our President and CEO, and Mr. Prevost, our former 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. In addition to applying these guidelines, 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 thenon-management directors who served as directors during the 2019 fiscal year, other than Mr. Prevost, had a material relationship with Cabot.following pages.

12

8    CABOT CORPORATION

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

Our Board’s Role in Risk Oversight and in Overseeing our Progression on Environmental, Social and Governance (“ESG”) Matters and Activities

Our Board oversees our enterprise-wide program of risk management. Cabot management is primarily responsible for day-to-day risk management practices and, together with other personnel, regularly engages in an enterprise-wide risk assessment. This assessment includes a comprehensive review of a broad range of risks, including financial, operational, business, legal, regulatory, reputational, governance and managerial risks that may affect the Company. From this assessment, the most significant risks in terms of their likelihood and severity are identified and plans to manage and mitigate these risks are developed. Cabot management regularly reports to either the full Board or the relevant Committee of the Board our major risk exposures, their potential operational or financial impact on Cabot, and the steps we take to manage them. The Company has a robust risk management program, the strength of which, we believe, is not dependent on the Board’s leadership structure.

Our Board has ultimate responsibility for risk oversight and oversees our corporate strategy, business development, capital structure and country-specific risks. This includes business continuity risks, including climate-related risks, if identified as having a material impact on our business, strategy or operations. Each Committee also has responsibility for risk oversight within their areas of responsibility and expertise.

Our Board Committee structure provides for risk oversight as follows:

More information describing our Board Committees, their responsibilities, and specific areas of risk oversight is below under the heading “How Our Board Operates”.

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 and inclusion and other values into our decision-making in a manner that we believe will both mitigate risk and drive long-term value.

CABOT CORPORATION    9

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

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, during 2021, we committed to align our climate-related disclosures with the recommendations of the Task Force for Climate-related Financial Disclosure (“TCFD”), and we engaged a third party to help us evaluate our climate risks and opportunities following the TCFD guidelines. Based on the work we have done to date, we recently 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.

Information on our sustainability goals, our Climate Scenario Risks and Opportunities Matrix, 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.

Assessment of Risk in Incentive Compensation Program

Our Compensation Discussion and Analysis (“CD&A”) describes our compensation policies, programs and practices for our named executive officers. The 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.

Participants in our long-term incentive program receive awards consisting of time-based restricted stock units and performance-based restricted stock units and, in the case of members of the Management Executive Committee and a limited number of other participants, stock options. In addition to our corporate short- and long-term incentive programs, we maintain a cash incentive plan for certain functional and business roles and our manufacturing facilities offer an annual cash incentive plan.

10    CABOT CORPORATION

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

The Compensation Committee directed management, working with the Committee’s independent consultant, Meridian Compensation Partners, to provide an evaluation of the design of all of our incentive plans to assess whether any portion of our incentive compensation programs encourages excessive risk taking. That assessment was presented to and reviewed by the Compensation Committee. Among the program features evaluated were the types of compensation offered, performance metrics, the alignment between performance goals, payout curves and the Company’s business strategy, and the overall mix of incentive awards. The Company’s compensation programs are designed with features intended to mitigate risk without diminishing the incentive nature of the compensation. Specific features of the programs to mitigate risk include, as applicable, the following: caps limiting the amount that can be paid under the corporate short- and long-term incentive programs and all of the local cash incentive programs; a balanced mix of annual and longer-term incentive opportunities; a mix of cash and equity incentives; multiple performance metrics; management processes to oversee risk associated with each of our incentive programs; stock ownership guidelines for members of the Management Executive Committee; a company compensation recoupment policy; and significant controls for important business decisions. In our CD&A we describe in more detail the features of our executive compensation programs that are designed to mitigate risk, including the oversight provided by the Compensation Committee, which reviews and approves the design, goals and payouts under our corporate short- and long-term incentive programs and each executive officer’s compensation. Based on our assessment, we believe our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

CABOT CORPORATION    11

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

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

Sue H. Rataj has served asNon-Executive Chair of the Board of Directors since 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 focus 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 set the agenda for and lead the executive sessions of thenon-management directors at Board meetings and to undertake such other responsibilities as the independent directors designate.

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 ourOur 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 onemultiple-day multiple day meeting a year to a discussion of longer-term strategic issues the Company faces.issues. During this meeting,fiscal 2021 two areas of particular focus, for which the Board allocates significant time forinvited outside experts to participate in a broad Board discussion, were (i) included greenhouse gas and climate matters and how the chemical industry as a whole is addressing these challenges, and (ii) the evolving nature of talent management and management succession planning, as well as the Company’s diversity and inclusion objectives and achievements.cybersecurity risks. During fiscal 2019,2021, the Board met sixseven times and acted by written consent once.

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.

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

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.”

CABOT CORPORATION    13

Board Leadership, Structure, Governance and incentive compensation.Composition, and Risk Management (continued)

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

Safety, Health, Environment & Sustainability (“SHE&S”) Committee

Members

34 meetings in fiscal 20192021

Primary Responsibilities

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

CABOT CORPORATION    15

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

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. In addition to applying these guidelines, 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 2021 fiscal year had a material relationship with Cabot.

How We Evaluate the Board’s EffectivenessOur 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 issuesmatters for future discussion. In 2019,For 2021, our General Counsel conducted individual interviews withsolicited feedback from each director. The conversations were guided bydirector based on a series of questions provided to the directors in advance covering Board and Committee membership, operations and responsibilities, as well as open-ended questions so that each director had leeway to discussprovide 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 she also sought feedback on individual director performance from other directors. The key themes, observations and suggestions with respect to the Board’s performance as a whole were summarized and discussed first with the Governance Committee and later with the full Board. Based on these discussions, opportunities to further enhance the Board’s effectiveness have been and are being implemented. In addition,

Board Refreshment. A number of changes have occurred in our Company’s 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. Approximately Non-Executiveone-third Chair conductedof our directors have joined the Board within the last three 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 one-on-onemake-up discussions with each directorto ensure it has the appropriate mix of tenures and also solicited feedbackthe 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. We evaluate candidates recommended by our stockholders in the same manner and on individual director performance.the same basis as candidates recommended by our directors, management or third-party search firms.

Our Board’s Role in Risk OversightProcedures for Stockholders to Recommend Director Nominees

Our Board overseesThe Governance Committee has a policy with respect to the submission of recommendations by stockholders of candidates for director nominees, which is available on our enterprise-wide program of risk management. Cabot management is primarily responsible forday-to-day risk management practices and, together with other personnel, regularly engages in an enterprise-wide risk assessment. This assessment is updated onwebsite at www.cabotcorp.com under the heading “Company— About Cabot—Governance—Resources”. A stockholder wishing to recommend a continual basis and includescandidate must submit the recommendation by a comprehensive review of a broad range of risks, including financial, operational, business, legal, regulatory, reputational, governance and managerial risks which may potentially affectdate no later than the Company. From this assessment,120^th calendar day before the most significant risks in terms of their likelihood and severity are identified, and plans to manage and mitigate these risks are developed. Cabot management regularly reports to either the full Board or the relevant Committeefirst anniversary of the Board our major risk exposures, their potential operational or financial impact ondate that Cabot andreleased its proxy statement to stockholders in connection with the steps we takeprevious year’s annual meeting. Recommendations should be submitted to manage them.

Our Board has ultimate responsibility for risk oversight and oversees our corporate strategy, business development, capital structure, market exposure and country specific risks. Each Committee also has responsibility for risk oversight. The Audit Committee focuses on financial risk, including internal controls and legal and compliance risks and receives regular reports from our independent registered public accounting firm, our CFO, our Controller, our Director of Internal Audit and our General Counsel. The Audit Committee also oversees the Company’s enterprise risk management processesSecretary 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 cybersecurity program. The SHE&S Committee assistsExchange Act rules or as required by the Company’s by-laws, consent of the candidate to serve on the Board in fulfilling its oversight responsibility by reviewingof Directors, if nominated and elected, and agreement of the effectiveness of our safety, health, environmentcandidate to complete, upon request, questionnaires customary for Cabot directors and sustainability programs and initiatives and overseeing matters related to stewardship and sustainability of our products and manufacturing processes. The Compensation Committee considers human resources risks and evaluates and sets compensation programs that encourage decision-making predicated upon a level of risk consistentcomply with our business strategy. The Compensation Committee also oversees senior management succession planning and development. Finally, the Governance Committee considersapplicable Company policies.

16    CABOT CORPORATION

Board Composition(continued)

Governance

governance and Proposal 1 — Election of Directors

Board succession risks, and evaluates director skills and qualifications to ensure each Committee has directors with 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 dependent on the Board’s leadership structure.Directors

Our Compensation DiscussionBoard of Directors currently has ten members and Analysis (“CD&A”) describes our compensation policies, programs and practicesis divided into three classes serving staggered three-year terms. Directors for our named executive officers. Our 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.

Participants in our long-term incentive program receive awards consistingeach class are elected at the annual meeting of time-based restricted stock units and performance-based restricted stock units, and,stockholders held in the caseyear in which the term for their class expires. Four directors are proposed to be elected at the 2022 Annual Meeting. The terms of membersMichael M. Morrow, Sue H. Rataj, Frank A. Wilson, and Matthias L. Wolfgruber expire at the 2022 Annual Meeting and our Board of Directors has nominated each of them for a three-year term that will expire at the Management Executive Committeeannual meeting in 2025. All of them are current directors and a limited number of other participants, stock options. Beyond our corporate short- and long-term incentive programs, a substantial number of our facilities offer anhave been elected by stockholders at previous annual cash incentive plan.meetings.

The Compensation Committee directed management, working with the Committee’s independent consultant, Meridian Compensation Partners, to provide an evaluation on the design of all of our incentive plans to assess whether any portion of our incentive compensation programs encourages excessive risk taking. That assessment is presented to and reviewed by the Compensation Committee. Among the program features evaluated are the types of compensation offered, performance metrics, the alignment between performance goals, payout curves and the Company’s business strategy, and the overall mix of incentive awards. The Company’s compensation programs are designed with featuresWe expect that mitigate risk without diminishing the incentive nature of the compensation. Specific features of the programs to mitigate risk include, as applicable, the following: caps limiting the amount that can be paid under the corporate short- and long-term incentive programs and all of the local cash incentive programs; a balanced mix of annual and longer-term incentive opportunities; a mix of cash and equity incentives; multiple performance metrics; management processes to oversee risk associated with each of our incentive programs; stock ownership guidelinesnominees will be available for memberselection, but if any of the Management Executive Committee; a company compensation recoupment policy; and significant controlsnominees are not available at the time of the 2022 Annual Meeting, proxies received will be voted for important business decisions. In our CD&A we describe in more detail the features of our executive compensation programs that are designedsubstitute nominees to mitigate risk, including the oversight providedbe designated by the Compensation Committee, which reviewsBoard 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 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. Abstentions and approves the design, goals and payouts under our corporate short- and long-term incentive programs and each executive officer’s compensation. Based on our assessment, we believe our compensation policies, programs and practices do not create risks that are reasonably likely tobroker non-votes will have a material adverseno effect on the Company.results of this vote.

Recommendation

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

CABOT CORPORATION    17

Proposal 1 — Election of Directors (continued)

Certain Information Regarding Directors

18    CABOT CORPORATION

Proposal 1 — Election of Directors (continued)

CABOT CORPORATION    19

Proposal 1 — Election of Directors (continued)

20    CABOT CORPORATION

Proposal 1 — Election of Directors (continued)

CABOT CORPORATION    21

Proposal 1 — Election of Directors (continued)

22    CABOT CORPORATION

Proposal 1 — Election of Directors (continued)

CABOT CORPORATION    23

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, 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 2019,2021, 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 and 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.

1824    CABOT CORPORATION

Other Governance Policies and Practices(continued)

Stockholder Engagement

The Company welcomes stockholder engagement. Our directors are available to answer questions from stockholders at the 20202022 Annual 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 investor community, and we participate in numerous investor conferences,one-on-one meetings, earnings calls, investor days, and educational investor and analyst conversations. Consistent with this practice, in December 2021 we hosted an investor day, during which Mr. Keohane, our CEO, and other members of our executive team provided an in-depth review of our updated growth strategy and financial targets. 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. We believe ongoing stockholder engagement allows us to respond effectively to stockholder concerns.

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. A stockholder wishing 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 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’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.

Director Attendance at Meetings

During fiscal 2019,2021, each director attended at least 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. Because of travel restrictions that were being implemented at the time of our 2021 Annual Meeting to reduce the spread of COVID-19, the Annual Meeting was held in a virtual meeting format by live webcast and each of our Directors attended 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 2019,2021, each of our directors completed our Code of Business Ethicson-line compliance training program that we require our employees to complete. In addition, in fiscal 2021, as part of our risk oversight of our information technology systems and risk mitigation efforts, employee training on cybersecurity risks was required of all Cabot employees who have access to our information technology resources. 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 with the Board

Stockholders or other interested parties wishing to communicate with the Board, thenon-management directors or any individual director may contact theNon-Executive 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.

CABOT CORPORATION    1925

Director Compensation

Annual compensation for ournon-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 ournon-employee directors and recommends changes to our Board of Directors as appropriate. In November 2018,2021, the Governance Committee, with the assistance of Mercer LLC,Meridian, a national executive compensation firm, evaluated the reasonablenesscompetitiveness of ourthe Company’s director compensation and the appropriate mix of cash and equity compensation. This assessmentprogram, which included a review of director compensation data prepared for the Governance Committee by Mercer usingfrom the same peer group of companies our Compensation Committee uses for assessing the reasonableness of our executive compensation decisions. Based on this evaluation and upon the recommendation of the Governance Committee, our Board of Directors approved, effective January 1, 2019, the following2022, numerous changes in our director compensation:

non-employee director compensation program as described below. Directors who are Cabot employees do not receive compensation for their services as directors.

Cash Compensation

Effective January 1, 2019, the annualIn calendar year 2021, cash compensation for ournon-employee directors consistsconsisted of the following components:

Effective January 1, 2022, annual cash compensation for our non-employee directors consists of the following components:

Cash compensation is paid quarterly and, when changes occur in Board or Committee membership during a quarter, the compensation ispro-rated.

Stock Compensation

Under the Cabot Corporation 2015 Directors’ Stock Compensation Plan (the “Directors’ Stock Plan”), eachnon-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 2019,2021, eachnon-employee director whose term of office continued after the 20192021 Annual Meeting of Stockholders received an award of shares having a grant date value as close as possible to $120,000 (2,613(2,489 shares). John K. McGillicuddy,Mark S. Wrighton, who retired atafter the 20192021 Annual Meeting, received apro-rated grant of 653622 shares. The closing price of our common stock on January 10, 2019,7, 2021, the date such shares were granted, was $45.92. Upon her election to the Board effective May 13, 2019, Ms. Yan received a grant of 1,818 shares as compensation for her services as a$48.21. For calendar year 2022, each non-employee director received an award of shares having a grant date value as close as possible to be performed in calendar 2019. The closing price of our common stock on May 13, 2019 was $44.01.$135,000 (2,254 shares).

As of January 10, 2020,18, 2022, there were 239,675194,291 shares available for issuance under the Directors’ Stock Plan.

20    CABOT CORPORATION

Director Compensation (continued)

the Board. For purposes of determining a director’s compliance with this ownership requirement, any deferred shares held by a director are considered owned by the director. In addition, eachnon-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 Giving

Our Corporate Governance Guidelines state that Cabot will not provide retirement or other benefits or perquisites tonon-employee directors. Directors, however, are reimbursed for reasonable travel andout-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 Mr. McGillicuddyWrighton from the Board of Directors atafter the 20192021 Annual Meeting and in recognition for his many years of service, wethe Cabot Corporation Foundation made an aggregatea $25,000 contribution on his behalf of $25,000 to charitiesa charity he selected.

Deferred Compensation

Under the Cabot CorporationNon-Employee Directors’ Deferral Plan (the “Deferred Compensation Plan”), directors can elect to defer receipt of any cash compensation payable in a calendar year for a period of at least three years or until they cease to be members of the Board of Directors. In any year, these deferred amounts are, at the director’s choice, either (i) credited with interest at a rate equal to the Moody’s Corporate Bond Rate for the month of November prior to the beginning of the applicable year or (ii) treated as invested in Cabot phantom stock units, based on the market price of shares of Cabot common stock at the time of deferral (with dividends paid on shares credited and treated as if reinvested in Cabot phantom stock units). Mr.Messrs. Del Grosso and Enriquez and Dr. Wolfgruber elected to defer receipt of their calendar year 2019years 2020 and 2021 cash compensation, as applicable, and treat the deferred amounts as invested in Cabot phantom stock units. Messrs.Mr. Kirby and Prevost elected to defer receipt of theirhis calendar year 2019years 2020 and 2021 cash compensation and have it credited with interest at a rate equal to the Moody’s Corporate Bond Rate. The Moody’s Corporate Bond Rate used to calculate interest during calendar year 20192021 was 4.64%2.79%.

Under the Deferred Compensation Plan, directors also may defer receipt of the shares of common stock issuable to them under the Directors’ Stock Plan. For each share of stock deferred, a director is credited with one Cabot phantom stock unit to a notional account created in the director’s name. Dividends that would otherwise be payable on the deferred shares accrue in the account and are credited with interest at a rate equal to the Moody’s Corporate Bond Rate for the month of November prior to the beginning of the year. The rate used to calculate interest during calendar year 20192021 was 4.64%2.79%. At the end of the deferral period, the deferred shares of Cabot common stock are issued to the director, along with the accrued cash dividends and interest earned, either in one issuance or in installments over a period of up to ten years, as selected by the director. Messrs. Del Grosso, Enriquez, Kirby, McGillicuddy, Morrow, Prevost and Wilson, Ms. Yan, and Dr. Wolfgruber elected to defer their calendar year 20192021 stock awards.

CABOT CORPORATION    2127

Director Compensation(continued)

Director Compensation Table

The following table sets forth the compensation earned by ournon-employee directors in fiscal 2019:2021:

2228    CABOT CORPORATION

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 15, 202018, 2022 (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 our 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.

CABOT CORPORATION    23

Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More Than Five Percent of Common Stock (continued)

2430    CABOT CORPORATION

Executive Compensation

Compensation Committee Report

The Compensation Committee of the Board of Directors (referred to as the “Compensation Committee” or the “Committee”) has reviewed the Compensation Discussion and Analysis (“CD&A”) section included in this Proxy Statement. The Compensation Committee has also reviewed and discussed the CD&A with the members of management who are involved in the compensation process.

Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form10-K for the fiscal year ended September 30, 2019.2021.

John F. O’Brien,Matthias L. Wolfgruber, Chair

William C. Kirby

Mark S. WrightonMichael M. Morrow

Compensation Discussion and Analysis

As context for our named executive officers’ fiscal 20192021 compensation, below we summarize Cabot’s fiscal 20192021 performance and provide a brief overview of the decisions made with respect to executive compensation in fiscal 20192021 and our executive compensation programs for that fiscal year. We then describe our compensation philosophy and objectives, our compensation setting process and other compensation and governance related policies, and the compensation awarded, earned and paid for fiscal 2019.2021. For fiscal 2019,2021 our named executive officers and their current positions are:

Executive Summary

Our Performance in Fiscal 20192021

OurDuring fiscal 2021, we continued to execute on our “Advancing the Core” strategy, is designedwhich we initially introduced in fiscal 2016. Under this strategy we seek to extend our leadership in performance materials by (i) investing for growth in our core businesses, (ii) driving application innovation with our customers, and (iii) generating strong cash flows through efficiency and optimization. The aim of this strategy is to deliver sustained and attractive total shareholder return (“TSR”), built on earnings growth and a balanced capital allocation framework.framework comprised of growth investments and cash return to shareholders. This strategy is intended to ensure that we invest sufficiently in our core businesses to capture opportunities and drive long-term earnings growth while also providing our shareholders with a meaningful cash return. Early in our fiscal 2022, we refreshed our Advancing the Core strategy in recognition of our successful execution of that strategy and adopted our “Creating for Tomorrow” growth strategy based on investing for advantaged growth, developing innovative products and processes that enable a better future, and driving continuous improvement in all we do.

DuringOverall, we had a very successful fiscal 2019, we delivered solid results despite challenging end markets. With respect to our2021 in terms of both financial performance we:and the progress we made in advancing our strategic objectives and sustainability goals. Our business recovered from the challenges we experienced in fiscal 2020 as a result of the COVID-19 pandemic, which severely and negatively impacted demand from our key tire and automotive customers, and, during fiscal 2021, we experienced strong volume demand and we were able to elevate our earnings to a higher level of profitability.

CABOT CORPORATION    31