UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 14, 2025, Stepan Company (“Stepan”) announced the appointment of Ruben Velasquez as Vice President and Chief Financial Officer, effective July 15, 2025. Mr. Velasquez will succeed Samuel Hinrichsen, who, as previously reported, is presently serving as Vice President and Interim Chief Financial Officer. Mr. Hinrichsen will continue in his role as Vice President of Finance.
Mr. Velasquez, age 51, from 2022 through 2024 held the role of Vice President of Global Finance Transformation at 3M Company (“3M”), a diversified technology company. Prior to that, Mr. Velasquez served 3M as Vice President Global Finance and CFO Manufacturing & Supply Chain Operations from 2021 through 2022, Vice President Global Finance and CFO Consumer Business from 2016 through 2021, and Global Finance Director & CFO Electronics Materials Solutions Division from 2013 through 2016. Additionally, Mr. Velazquez served as Finance Director and Country CFO of 3M’s Russian subsidiary from 2010 through 2013 and Finance Director and Country CFO of 3M’s Colombian subsidiary from 2006 through 2010.
As Vice President and Chief Financial Officer, Mr. Velasquez will receive an annual salary of $475,000. Mr. Velasquez will be eligible to participate in Stepan’s short-term incentive compensation program, with a target annual incentive award of 75% of his base salary. Mr. Velasquez will also be eligible to participate in Stepan’s long-term incentive compensation program; Mr. Velasquez will receive an initial grant of restricted stock units, performance shares and stock appreciation rights in August 2025 with values of $200,000, $100,000 and $100,000, respectively. The restricted stock units, performance shares and stock appreciation rights have the same performance and vesting conditions as those awarded to other executive officers under Stepan’s long-term incentive compensation program. Additionally, Mr. Velasquez will receive certain relocation benefits, will be entitled to certain perquisites available to executive officers and will be eligible for certain employee benefits generally available to all employees.
There are no arrangements or understandings between Mr. Velasquez and any other persons pursuant to which Mr. Velasquez was appointed as an officer. Mr. Velasquez does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to become a director or executive officer. Mr. Velasquez does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Velasquez is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of Stepan Company dated July 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEPAN COMPANY | ||||||
| Date: July 14, 2025 | By: | /s/ Kamel Aranki | ||||
| Kamel Aranki Interim General Counsel and Interim Assistant Secretary | ||||||