Document

DEF 14A 1 a2021proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement


¨			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


x			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material Pursuant to §240.14a-12

CHAMPIONX CORPORATION

(Name of Registrant as specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.


¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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Notice of Annual Meeting of Shareholders

To be Held May 12, 2021

March 30, 2021

Dear Fellow Shareholders:

On behalf of the Board of Directors (the “Board”) of ChampionX Corporation (“ChampionX” or the “Company”), we cordially invite you to attend the Company’s Annual Meeting of Shareholders (the “Meeting”) on Wednesday, May 12, 2021 at 8:00 a.m. Central time. The meeting will be virtual, conducted exclusively via live webcast at www.meetingcenter.io/265213390. At the Meeting, shareholders will be asked to consider and act upon the following matters:

1.Election of two Class III directors;

2.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021;

3.Advisory vote to approve the compensation of the Company’s named executive officers for 2020 (“Say-on-Pay”);

4.Approval of the Amended and Restated 2018 Equity and Cash Incentive Plan; and

5.Such other business as may properly come before the Meeting.

These items are fully described in the following pages, which are made a part of this notice.

All holders of record at the close of business on March 15, 2021 are entitled to vote at the Meeting or any postponement or adjournment thereof.

We plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials and our 2020 Annual Report (which includes our 2020 Annual Report on Form 10-K), how to vote online, and how to obtain a paper copy of the proxy materials. Our 2020 Annual Report and our proxy materials are first being made available on or about March 30, 2021.

In light of the continuing COVID-19 pandemic, and after careful consideration, our Board has determined to hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for ChampionX at this time, as it enables engagement with our shareholders, regardless of size, resources, or physical location while safeguarding the health of our shareholders, Board and management. You will be able to attend the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.meetingcenter.io/265213390. To participate in the virtual meeting, you will need the control number printed on your Notice, proxy or voting instruction card. The password for the meeting is CHX2021. The Meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Meeting prior to the start time. If you experience technical difficulties during the check-in process or during the Meeting, support is available at 1-888-724-2416 (inside the United States and Canada) or 1-781-575-2748 (all other locations).

Your vote is very important. Whether or not you plan to attend the Meeting, we urge you to review the proxy materials and vote your shares as soon as possible.

We hope you will read the Proxy Statement and the 2020 Annual Report and submit your proxy, or use telephone or Internet voting, prior to the Meeting. Even if you plan to attend the virtual Meeting online, please submit a proxy as soon as possible to ensure your shares are voted at the Meeting in accordance with your instructions.

On behalf of the Board and our management team, I extend our appreciation for your support.

JULIA WRIGHT

Senior Vice President, General Counsel and Secretary


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2021 Our Proxy Statement, together with the form of proxy card, and our 2020 Annual Report are available at: www.envisionreports.com/CHX

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders


Time and Date:			8:00 a.m. Central time on Wednesday, May 12, 2021
Virtual Meeting:			www.meetingcenter.io/265213390
Eligibility to Vote:			You are entitled to vote if you were a shareholder of record at the close of business on March 15, 2021

Voting Matters and Board Recommendation


	Board’s Voting Recommendation	Page Reference
Election of Sivasankaran Somasundaram and Stephen K. Wagner as Class III directors until the 2022 annual meeting of shareholders (Item 1)	FOR EACH DIRECTOR NOMINEE	15
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2021 (Item 2)	FOR	25
Advisory vote to approve compensation of the Company’s named executive officers (Say-on-Pay) (Item 3)	FOR	28
Approve the Amended and Restated 2018 Equity and Cash Incentive Plan (Item 4)	FOR	58

How to Cast Your Vote

You may submit your vote by Internet, telephone or mail.


INTERNET To vote before the Meeting, visit www.envisionreports.com/CHX To vote at the meeting, visit www.meetingcenter.io/265213390 You will need the control number on your notice, proxy or voting instruction card and the meeting password: CHX2021	BY TELEPHONE 1-800-652-8683 until 8:00 a.m. Central Time On May 12, 2021	BY MAIL Completing, signing, dating and returning your proxy or voting instruction card before May 12, 2021
If you hold shares through a 401(k) savings plan or an employee stock purchase plan, your vote must be received by 1:00 a.m., Central time on May 10, 2021 to be counted. These votes cannot be changed or revoked after that time.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PwC”) served as our independent registered public accountants for the year ended December 31, 2020 and provided certain tax and other services to us. Representatives of PwC are expected to be present online at the virtual Meeting with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders. As a matter of good corporate governance, we are requesting our shareholders ratify the selection of PwC as our independent registered public accountants for the year ending December 31, 2021.

Board and Board Committees

Name

Age

Principal Occupation

Independent

Committee Memberships

Other Public Company Boards

Nominees Standing for Election – Class III Directors

Sivasankaran Somasundaram

President & Chief Executive Officer, ChampionX

None

Stephen K. Wagner

Retired Partner, Deloitte LLP

Yes

AUD, G&N

Dover Corp.

Continuing Directors with Terms Expiring in 2022

Class I Directors

Heidi S. Alderman

Former Senior Vice President, Intermediates, BASF Corporation

Yes

COMP

Olin Corp.

Mamatha Chamarthi

Chief Information Officer, North America & Asia Pacific, Stellantis N.V.

Yes

COMP

None

Stephen M. Todd

Retired Global Vice Chairman, Ernst & Young Global Ltd.

Yes

AUD

Dover Corp.

Class II Directors

Gary P. Luquette

Retired Chief Executive Officer, Frank’s International N.V.

Yes

COMP, G&N

None

Stuart Porter

Founder, Managing Partner, CEO and Chief Investment Officer, Denham Capital

Yes

AUD

None

Daniel W. Rabun

Retired Chief Executive Officer, Ensco plc

Yes

COMP, G&N

APA Corp.; Golar LNG

Kenneth M. Fisher was a member of the Board, included in Class III, until February 1, 2021 when he stepped down from the Board and became our Executive Vice President and Chief Financial Officer. Ms. Alderman and Mr. Porter joined the Board in June 2020 at the time of the closing of the merger with ChampionX Holding Inc., and the remaining directors have served on the Board since 2018. Our Board is currently divided into three classes which will be phased out effective at our 2022 annual meeting.

The standing committees of our Board are the Audit Committee (AUD), Compensation Committee (COMP), and Governance and Nominating Committee (G&N).

For the year ended December 31, 2020, each of our directors attended 100% of the meetings of the Board and the Board committees on which the director served.

Director Highlights

Governance Highlights

The following actions are reflective of our commitment to transparency and good corporate governance:

Independent Chairman of the Board

7 of 8 directors are independent

3 of 8 director seats held by women or minority Board members

All members of Board committees are independent

Stock ownership guidelines for directors and senior officers

Directors and officers of the Company are prohibited from pledging (subject to limited exceptions) or hedging shares of our stock

Executive compensation clawback policy

Robust management and Board succession planning

Executive sessions of independent directors

Comprehensive individual Board member evaluations

Business Highlights

2020 was a momentous year for ChampionX. In June 2020, the upstream energy business of Ecolab, Inc. was separated into “legacy ChampionX,” which we immediately merged with our existing Apergy business (“legacy Apergy”), transforming our company under our new name, ChampionX Corporation, and into a global leader in production optimization solutions (the “Merger”). We are Better Together and the strong financial profile of the combined company has positioned us well to navigate the challenges of the current environment, as well as the long-term global energy transition. We finished 2020 with quarterly sequential increases in revenue, adjusted EBITDA, cash provided by operating activities, and free cash flow. Our teams are working well together and continue to execute well on our Merger integration plans, and we continue to anticipate fully capturing our targeted increased cost synergies of $125 million within 24 months of the Merger closing. We are truly excited about the future of ChampionX.

Compensation Highlights

In response to the challenging market conditions as a result of the COVID-19 pandemic, Sivasankaran (“Soma”) Somasundaram, our CEO, elected to take a 25% reduction in base salary beginning in March 2020 through the end of the year, and our other executive officers elected to take a 15% reduction in base salary for the same period. As market conditions continued to deteriorate in the second quarter, Mr. Somasundaram further reduced his salary an additional 25% for a 90-day period, and our other NEOs (see below) reduced their salary an additional 10% for that time period. In addition, our Chairman of the Board elected to reduce his cash compensation by 25%, and the other Board members elected to reduce their cash compensation by 20%, during the period from April through the end of 2020.

iii

The Compensation Committee delayed granting annual long-term incentive equity awards to executive officers until the closing of the Merger in June 2020, while such awards were made to all other eligible employees in February 2020. The long-term incentive awards granted to executive officers were made on the same price per share basis as the February 2020 awards, despite market conditions deteriorating, leading to a sharp decline in the trading price of the Company’s common stock. As a result, the fair market value of the long-term incentive awards granted to executive officers was only 48% of the target value.

The Compensation Committee is committed to targeting reasonable and competitive total compensation for our executive officers, with a significant portion of compensation being performance based. In 2020:

•84% of our CEO’s target compensation was performance based; and

•65% of the target compensation of our other named executive officers was performance based.

Our compensation program is designed to align with and drive achievement of our business strategies. Core elements include a base salary, a short-term incentive, and long-term incentives which:

•Correlate executive pay with our financial performance on both a short-term and long-term basis;

•Emphasize operating performance and support our business strategies; and

•Link executive pay to measures that drive shareholder value.

Named Executive Officers

For 2020, our Named Executive Officers (“NEOs”) were:


Name	Age	Title
Soma Somasundaram	55	President & Chief Executive Officer
Jay A. Nutt	58	Senior Vice President – Special Projects
Julia Wright	45	Senior Vice President, General Counsel and Secretary
Paul E. Mahoney	57	President, Production & Automation Technologies
Syed (“Ali”) Raza	54	Senior Vice President and Chief Digital Officer

Mr. Nutt was our Senior Vice President and Chief Financial Officer for the entire 2020 fiscal year, and until February 1, 2021 when he became our Senior Vice President – Special Projects.

Important Dates for 2022 Annual Meeting of Shareholders

•Shareholder proposals submitted for inclusion under rules of the Securities and Exchange Commission (“SEC”) in the proxy statement for our 2022 annual meeting of shareholders must be submitted in writing and received by our Secretary on or before November 30, 2021.

•Under our bylaws, shareholder proposals to be presented in person at the 2022 annual meeting of shareholders (but not included in the 2022 proxy statement) must be submitted in writing and received by our Secretary not earlier than the close of business on January 12, 2022 and not later than the close of business on February 11, 2022.

_________________________________________

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
Date, Place and Time of Meeting			1
Record Date			1
Quorum			1
Attending the Meeting			1
Electronic Delivery of Proxy Materials			2
Items of Business			2
Vote Required			2
Voting Procedures			3
Effect of Abstentions and Broker Non-Votes			3
Revoking Your Proxy			3
Proxy Solicitation Costs			3
Inspector of Election			3
Voting Results			3
PURPOSE-DRIVEN CULTURE AND CORPORATE RESPONSIBILITY			4
CORPORATE GOVERNANCE			7
Governance Guidelines and Codes			7
Board Leadership Structure			7
Risk Oversight			7
Change in Director Occupation			9
Succession Planning			9
Director Attendance at Shareholders Meetings			9
Stock Ownership Guidelines			9
Anti-Hedging and Anti-Pledging Policy			9
Directors' Meetings			10
Board and Committee Evaluations			10
Procedures for Approval of Related Person Transactions			10
Communication with the Board			11
Director Independence			11
Committees of the Board of Directors			11
ITEM 1: ELECTION OF DIRECTORS			15
Nominees for Director Standing for Election			16
Continuing Directors with Terms Expiring in 2022			17
Summary of Director Qualifications and Experience			20
Director Compensation			22
2020 Director Compensation Table			22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24
ITEM 2: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
AUDIT COMMITTEE REPORT			27
FEES PAID TO PRICEWATERHOUSECOOPERS LLP			28
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm			28


ITEM 3: ADVISORY VOTE TO APPROVE COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS			28
COMPENSATION DISCUSSION AND ANALYSIS			30
Overview of Key Compensation Decisions for 2020			29
Compensation Principles and Best Practices			32
Summary of 2020 Target Compensation for Named Executive Officers			35
Performance Based Compensation			35
Elements of Our Executive Compensation Program			36
Other Benefits			47
Additional Executive Compensation Governance Considerations			48
Conclusion			49
COMPENSATION COMMITTEE REPORT			49
EXECUTIVE COMPENSATION TABLES			50
2020 Summary Compensation Table			50
Grants of Plan-Based Awards in 2020			51
Outstanding Equity Awards at Fiscal Year-End 2020			52
Option Exercises and Stock Vested in 2020			53
Pension Benefits			53
2020 Nonqualified Deferred Compensation			54
CEO Pay Ratio			53
Potential Payments upon Termination or Change-in-Control			56
ITEM 4: APPROVAL OF THE AMENDED AND RESTATED 2018 EQUITY AND CASH INCENTIVE PLAN			58
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL MEETING			69
ANNEX A			69

ChampionX Corporation

2445 Technology Forest Boulevard

Building 4, 12th Floor

The Woodlands, Texas 77381

www.championx.com

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

We are providing this Proxy Statement to our shareholders in connection with the solicitation of proxies by ChampionX’s Board of Directors (the “Board”) for use at our 2021 Annual Meeting of Shareholders (the “Meeting”). We plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials and our 2020 Annual Report (which includes our 2020 Annual Report on Form 10-K), how to vote online, and how to obtain a paper copy of the proxy materials. Our 2020 Annual Report and our proxy materials are first being made available on or about March 30, 2021.

Date, Place and Time of Meeting

The 2021 Annual Meeting of Shareholders will be conducted virtually and exclusively via live webcast at www.meetingcenter.io/265213390 on Wednesday, May 12, 2021 at 8:00 a.m. Central Time. The password for the meeting is CHX2021.

Record Date

The record date for determining shareholders eligible to vote at the Meeting was March 15, 2021. As of the close of business on that date, we had outstanding 201,018,270 shares of common stock. Each share of common stock is entitled to one vote on each matter and shareholders may not cumulate their votes.

A list of shareholders entitled to vote at the Meeting will be available for examination by any shareholder for any purpose relevant to the Meeting electronically on the virtual meeting website during the Meeting for those in attendance, and during ordinary business hours at our offices at 2445 Technology Forest Boulevard, Building 4, 12th Floor, The Woodlands, Texas 77381, for ten days prior to the Meeting.

Quorum

For purposes of the Meeting, there will be a quorum if the holders of a majority of the shares of our common stock issued and outstanding on the record date are present in person or by proxy. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present.

Attending the Meeting

In light of on-going developments related to the COVID-19 pandemic, and after careful consideration, the Board has determined to hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost.

If your shares are registered directly in your name with our transfer agent, you do not need to register to attend the Meeting virtually. To participate in the virtual Meeting, you will need the control number included on your Notice, proxy or voting instruction card. The password for the meeting is CHX2021.

If your shares are held in a stock brokerage account or by a bank or other nominee, you must register in advance to attend the Meeting virtually. To register, please request proof of your proxy power reflecting your ChampionX

holdings from your broker or other nominee, and submit it along with your name and email address to Computershare, our transfer agent. Requests for registration must be labeled “Legal Proxy” and be received no later than 4:00 p.m., Central time on May 6, 2021. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Registration materials and information should be sent:

By email: legalproxy@computershare.com

By mail: Computershare

ChampionX Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

The Meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 7:30 a.m., Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Meeting, support is available at 1-888-724-2416 (inside the United States and Canada) or 1-781-575-2748 (all other locations).

You will be able to attend the Meeting online, vote your shares electronically and submit questions during the Meeting by visiting www.meetingcenter.io/265213390. We will try to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other 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.

Electronic Delivery of Proxy Materials

As permitted under SEC rules, we are mailing a Notice of Internet Availability of our Proxy Statement and our Annual Report to shareholders (of which our 2020 Annual Report on Form 10-K is a part) instead of a paper copy of these proxy materials. We believe that this process expedites receipt of our proxy materials by shareholders, while lowering the costs and reducing the environmental impact of the Meeting. All shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy by mail or an electronic copy by e-mail by following the instructions in the Notice.

Items of Business

There are four items scheduled to be voted on at the Meeting:

1.Election of two Class III directors named in this Proxy Statement;

2.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021;

3.Advisory vote to approve the compensation of the Company’s named executive officers for 2020 (“Say-on-Pay”); and

4.Approval of the Amended and Restated 2018 Equity and Cash Incentive Plan.

Vote Required

A plurality of the votes cast at the Meeting is required to elect directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected as Class III directors. Each of the other proposals require the affirmative vote of a majority of the shares present online or by proxy and entitled to vote at the Meeting. The vote on Say-on-Pay is non-binding, but the Board will consider the result of the vote in making future decisions.

Voting Procedures

Most holders of our common stock hold their shares beneficially through a broker, bank or other nominee rather than of record directly in their own name. As summarized below, there are some differences in the way to vote shares held of record and those owned beneficially.

If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record of those shares. As a shareholder of record, you may vote online at the virtual Meeting, or by proxy over the Internet, by telephone or by mail by following the instructions provided in our proxy materials. If you are a shareholder of record and vote electronically, by mail or by telephone without making any specific selection, then your shares will be voted FOR all items.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares held in “street name,” and you must follow the instructions provided by your broker or other nominee to vote your shares. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares and you are also invited to attend the virtual Meeting online. Your broker or other nominee will provide a voting instruction card for you to use in directing your broker or other nominee as to how to vote your shares, as well as instructions if you want to vote online at the Meeting. We strongly encourage you to instruct your broker or nominee how you wish to vote.

If you are a beneficial owner of shares and do not provide your broker or other nominee with voting instructions, the broker or other nominee will have discretionary authority to vote only on a routine matter. Brokers may vote on routine matters, such as ratification of the independent auditor, without customer voting instructions. However, brokers may not vote on non-routine matters, such as the election of directors, approval of executive compensation and amended and restated equity plans, without customer voting instructions. Broker-held shares that are not voted on non-routine matters are referred to as “broker non-votes”.

Effect of Abstentions and Broker Non-Votes

Broker non-votes will not affect the outcome of the vote on Items 1, 2, 3 or 4.

If you specify that you wish to “abstain” from voting on an item, then your shares will not be voted on that particular item. Abstentions will not affect the outcome of the vote on Item 1. However, they will have the same effect as a vote against Item 2, Item 3 and Item 4.

Revoking Your Proxy

If you are a shareholder of record, whether you give your proxy over the Internet, by telephone or by mail, you may revoke it at any time before it is exercised. You may enter a new vote by voting online at the virtual Meeting, electronically, by mail or by telephone so long as it is received prior to the Meeting. If you hold your shares beneficially in “street name” through a broker or other nominee, you must follow the instructions provided by your broker or nominee as to whether and how you may revoke your proxy.

Proxy Solicitation Costs

We will pay the cost of printing and mailing proxies, but we will not pay a fee to any of our officers or employees or to officers or employees of any of our subsidiaries as compensation for soliciting proxies.

Inspector of Election

A representative of Computershare will serve as the inspector of election at the Meeting.

Voting Results

We will announce preliminary voting results during the virtual Meeting and report final voting results within four business days of the Meeting on a Current Report on Form 8-K. You can access that Current Report on Form 8-K and our other reports we file with the SEC at our website www.investors.championx.com or at the SEC’s website www.sec.gov. The information provided on these websites is for information purposes only and is not incorporated by reference into this Proxy Statement.

Purpose-Driven Culture and Corporate Responsibility

_____________________________________________________________________________________

As ChampionX, our unified purpose is to improve the lives of our employees, customers, shareholders and communities through our commitment to deliver globally sustainable operations. We take a holistic view of the environmental, economic, and social impact of our offerings, considering how each increases efficiency, minimizes use of natural resources and improves safety. Our safety and sustainability strategy focuses on the innovation, service, and results we provide, because our greatest impact comes through the exponential savings our solutions achieve.

ChampionX believes that our performance as a corporate citizen is important to our success as a purpose-driven company. We continuously strive to communicate transparently with stakeholders about our focus on corporate responsibility – which includes environmental, social, and governance matters. This is how we deliver on our purpose, achieving industry-leading and market-shaping results that increase shareholder value and serve as the economic engine for our company.

Sustainably unlocking energy. The world requires energy, and ChampionX is dedicated to supporting a lower-carbon future. We continuously improve our business practices and align operations to responsibly deliver solutions designed to reinforce our customers’ commitments to sustainability. From risk management to performance optimization, we collaborate with operators to minimize our impact on the environment. We’re working to help our customers and industry partners meet their goals of reducing waste, carbon footprint, and greenhouse gas emissions. We continually strive to create innovative products and processes that help minimize emissions, enhance operational effectiveness for our customers, and leverage digital technologies to optimize logistics and monitor performance. We work to achieve our sustainability goals by minimizing our operational footprint, implementing waste-reduction efforts, and innovating solutions that more efficiently use the world's resources. We are focused on continuous improvements aligned with industry and customer sustainability goals.

Health, Safety and Environment. The safety of our employees, customers, shareholders, and communities is vitally important. From the way we operate, to the products we develop, to how we partner with customers, our goal is zero: zero accidents, zero incidents, and zero environmental releases. Our commitment is integrated into our business activities, sustained by establishing plans and achieving goals for continual improvement, verified through management systems, and openly communicated to interested parties. ChampionX’s Health, Safety, and Environmental (HSE) objective is to conduct business in a manner that protects people, assets, and the environment. All employees are committed to embody our safety culture through personal leadership, engagement, and empowerment. Our organization provides training and a culture of support for our employees to ensure they are equipped and prepared to do their jobs safely every day. We are driven by our belief in Goal Zero – our goal of zero accidents, incidents, and environmental releases is achievable because all incidents are preventable. We empower our people with Stop Work Authority to stop a task if they observe an unsafe action or condition at a worksite or have a concern about the control of a health, safety, or environmental risk.

Supporting our Communities. We are passionate about improving lives in the communities where our employees and customers live and work. That’s why we provide meaningful professional opportunities for our people and programs that encourage them to engage with and support their community. We focus on education through STEM initiatives (science, technology, engineering, and math), civic and community development, and environment and sustainability through our volunteer and community giving programs, supporting needs for initiatives like local food banks and schools, humanitarian organizations, and disaster relief.

Workplace – Sense of Belonging. ChampionX is committed to building and fostering a diverse and inclusive workplace where all employees feel a sense of belonging and alignment to our organization’s culture and purpose. Hiring and retaining top talent is important to our success and we believe our purpose-driven culture differentiates us as an employer of choice.

Diversity and Inclusion. As a company that is focused on supporting our customers, driving innovation and creating lasting impact, we recognize the value of diversity and inclusion in increasing performance and cultivating strong teams. ChampionX currently supports 10 Employee Resource Groups (“ERG”) that are employee-led and leadership-supported groups representing unique cultures, experiences, backgrounds and ethnicities. ERGs allow for more purposeful alignment with our business strategy, enhance recruitment efforts and our talent pipeline, support professional development, improve retention, provide skill building, training, mentorship and guidance, and enhance engagement levels across the organization and with the communities in which our employees live and work. Participation in ERGs is voluntary and we are proud that nearly 700 employees are involved in our 10 ERGs and of their role in elevating our goal of creating a workplace culture where everyone feels a sense of belonging.

Employee Engagement. Our Driven to Improve principle is about eliminating waste, finding efficiencies, and getting better every day. To help us improve, ongoing employee feedback is important. We proactively monitor employee satisfaction and engage with employees, including through surveys that measure our progress on communication and appropriate transparency, health and safety measures, such as our response to the COVID-19 pandemic, leadership, integration efforts, and connecting employee’s individual work with our purpose. Participation in our employee surveys exceeds 50% of all employees, and results have been very positive. In 2020, we created a “Pipeline to the CEO” for employees to give feedback and ask questions on topics that matter to them, which they may do anonymously if they choose. We have received 40 Pipeline questions in the six months since launch and our CEO is committed to reading and responding to every message submitted. The questions and CEO responses are made available to all employees through our internal intranet.

Professional Development and Training. We invest in engaging and developing employees to enable us to realize opportunities for growth and contribute to advancing progress on our strategic priorities. We host an internal Continuous Improvement conference, with employee teams conducting and presenting continuous improvement projects within their business or function, as well as training on tools and techniques for achieving continuous improvement. Training programs are deployed across the organization in technical skills, product expertise, health and safety measures, as well as in soft skill development such as communication and other interpersonal skills. Our employees participate in annual ethics and compliance training and we sponsor advanced training in manager essentials and leadership development.

Performance Management. Our workforce management technology solution delivers a global single-source technology for managing people-related processes and data. It provides greater visibility to our talent across the world and improves our ability for proactive talent and succession planning. We conduct an annual talent review process, evaluating the performance of our employees and their contribution to advancing our strategic priorities. Employee performance is recognized with incentives tied to our financial goals and employee’s individual performance achievement. Through this process, we can identify opportunities for additional development, including for leadership positions, which forms the foundation for the review by our Compensation Committee of our human capital programs, policies and procedures, management development efforts and CEO succession planning. The Compensation Committee reports annually to the Board on succession planning.

ESG is a Strategic Priority. As announced by our CEO, one of our strategic priorities as the new, combined ChampionX is to evolve our portfolio for sustained growth, supported, in part, by the development of a framework and roadmap for environmental, social and governance (ESG) issues as an integral part of, and consistent with our corporate purpose and business strategy. Under the direction of the Company’s Vice President – ESG & Investor Relations, a new position created in 2020 and reporting directly to our CEO, we have formed an internal ESG Working Group comprised of team members identified by our senior leadership who regularly engage with our key stakeholder groups of customers, employees, shareholders and communities. Members of the ESG Working Group have engaged with customers to understand their progress on their sustainability journeys as well as with shareholders to learn their views on ESG best practices they have observed among their portfolio of investments.

Together with an outside consultant, and taking into consideration the practices identified in the external stakeholder discussions, the ESG Working Group is undertaking an ESG Priority Assessment to build on our commitment to delivering excellent health, safety and environmental performance, proactively identifying risk mitigation opportunities, and opportunities to engage with our key stakeholder groups on ESG matters. Our Governance and Nominating Committee provides oversight to the ESG Working Group and our Vice President — ESG & Investor Relations reports to the Governance and Nominating Committee at each of that Committee’s regularly scheduled quarterly meetings for them to review the activities of the group and monitor progress against agreed goals and milestones. We look forward to the continued work of the ESG Working Group throughout 2021 as they complete the priority assessment which will form the foundation of our ESG strategy and framework, and begin to report on ESG priorities and performance in active engagement with shareholders and other external stakeholders.

Corporate Governance

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ChampionX is committed to conducting business in accordance with the highest level of ethical and corporate governance standards. Our Board periodically reviews its corporate governance practices and takes other actions to address changes in regulatory requirements, developments in governance best practices and matters raised by shareholders. The following describes some of the actions ChampionX has taken to help ensure our conduct earns the respect and trust of shareholders, customers, business partners, employees and the communities in which we live and work.

Governance Guidelines and Codes

The Board has adopted written Corporate Governance Guidelines that set forth the responsibilities of the Board and the qualifications and independence of its members and the members of its standing committees. In addition, the Board adopted, among other codes and policies, a Code of Business Conduct and Ethics setting forth standards applicable to all of ChampionX’s companies and employees, a Code of Ethics for our Chief Executive Officer and Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller, and charters for each of its standing committees. We continue to drive ethical sourcing practices across our supply chain, including through the adoption of a Global Anti-Human Trafficking policy, aimed at protecting human rights and supporting diverse suppliers, which is consistent with our core values to improve lives and protect and advance human dignity and human rights in our global business practices. The Company also adopted a Supplier Code of Conduct to guide our suppliers on engaging in ethical, responsible and legal business practices in their operations around the world. All of these documents are available on our website at www.championx.com. Any waivers to our Code of Business Conduct and Ethics for directors or employees can only be made by our Board. There were no waivers of the Code of Business Conduct and Ethics in 2020.

Board Leadership Structure

Our Board has adopted a structure whereby the Chairman of the Board is an independent director. Our Board believes that having a chairman who is independent of management provides strong leadership for the Board and helps ensure critical and independent thinking with respect to our Company’s strategy and performance. Our Chief Executive Officer (“CEO”) is also a member of the Board as the management representative. We believe this is important to make information and insight directly available to the directors in their deliberations. Our Board believes that this structure provides an appropriate, well-functioning balance between non-management and management directors that combines experience, accountability and effective risk oversight.

Risk Oversight

Senior management is responsible for day-to-day management of risks facing ChampionX, including the creation of appropriate risk management policies and procedures. The Board is responsible for overseeing management in the execution of these responsibilities and for assessing the Company’s overall approach to risk management. The Board regularly assesses significant risks to the Company in the course of its review and oversight of the Company’s strategy and the Company’s annual operating plan. As part of its responsibilities, the Board and its standing committees also regularly review material strategic, operational, financial, legal, compensation and compliance risks with executive officers. The Compensation Committee considers risk in connection with its design of compensation programs, and has engaged an independent compensation consultant to assist in mitigating compensation-related risk. The Governance and Nominating Committee oversees and monitors risks relating to the Company’s governance structure and processes.

The Audit Committee also performs an oversight role with respect to financial, legal, cybersecurity, enterprise and compliance risks, and reports on its findings and assessments at each regularly scheduled Board meeting.

Cybersecurity. The Audit Committee oversees the Company’s global cybersecurity risk environment, reviewing with the Company’s Chief Information Officer, at least annually, the Company’s global information technology structure and strategic efforts to protect, optimize and support the growth of the Company, and an assessment of the Company’s cybersecurity risk management capabilities, including providing oversight of the Company’s cybersecurity strategy and priorities. The Company utilizes the National Institute of Standards & Technology Framework for Improving Critical Infrastructure Cybersecurity (NIST Framework), a toolkit for organizations to manage cybersecurity risk, in its assessment of cybersecurity capabilities and in developing cybersecurity priorities.

Enterprise Risk Management. The Audit Committee currently maintains responsibility for overseeing the Company’s enterprise risk management process and regularly reviews the Company’s major risk exposures and steps management has taken to monitor and control such exposure. The Company maintains an Enterprise Risk Committee with broad responsibility for the identification of material risks for the Company and the Company’s risk management process. The Enterprise Risk Committee consists of members from executive management, corporate compliance and internal audit, and has responsibilities that include the following:

•Implementation and maintenance of a process to identify, evaluate and prioritize risks to the achievement of the Company’s objectives;

•Alignment of risk decisions with the Company’s values, policies, procedures, and performance metrics;

•Support for the integration of risk assessment and controls into day-to-day business processes, planning and decision-making, including the availability of information and alignment with information technology assets;

•Identification of roles and responsibilities across the Company with responsibility for risk assessment and control functions;

•Regular evaluation of the overall design and operation of the risk assessment and control process, including the development of relevant metrics; and

•Regular reports to senior management and the Board of Directors regarding its processes and the most significant risks to the achievement of the Company’s objectives.

Compensation and Risk

We believe that our compensation programs are designed with appropriate risk mitigators, including:

•stock ownership guidelines for executive officers that align the interests of the executive officers with those of our shareholders;

•mix of base salary, cash incentive opportunities, and long-term equity compensation, that provides a balance of short-term and long-term incentives with fixed and variable components;

•inclusion of non-financial metrics, such as qualitative performance factors, in determining actual compensation payouts;

•use of restricted stock and other equity awards, including performance shares, that typically vest over a multi-year period, to encourage executives to take actions that promote the long-term sustainability of our business;

•benchmarking compensation values and designs with industry peers to remain competitive and retain key talent;

•an absolute total shareholder return (“TSR”) collar on performance awards to limit amounts paid if absolute TSR declines over the performance period, and provides a payment floor if absolute TSR exceeds 15%, to align executives’ interests with those of our shareholders; and

•an executive compensation clawback policy with a three-year lookback providing for the recovery from an executive officer of any incentive compensation granted on the basis of financial or operating results that are subject to a material negative restatement as the result of fraud, intentional misconduct or gross negligence of the executive officer.

Change in Director Occupation

Directors who retire or substantially change their principal position of employment are required to tender their resignation from the Board to the Governance and Nominating Committee, which the Committee then considers and recommends to the Board whether to accept or reject the resignation. In 2020, Kenneth Fisher offered his resignation from the Board in connection with his departure from Noble Energy as a result of its acquisition by Chevron Corporation. The Governance and Nominating Committee, together with the other non-executive directors other than Mr. Fisher, determined not to accept Mr. Fisher’s resignation in consideration of his years of business, strategy, mergers and acquisitions, and extensive financial management experience, along with his significant experience in the oil and gas industry, his leadership roles and corporate governance experience and other relevant matters. As further described below, Mr. Fisher resigned from the Board in 2021 when he became our Executive Vice President and Chief Financial Officer effective February 1, 2021.

Succession Planning

In accordance with our Corporate Governance Guidelines, the Board is responsible for oversight of management succession planning and believes in the importance of a sound management succession process. Our CEO, with the assistance of the Compensation Committee, is responsible for developing and maintaining a succession process and advising the Board on planning for potential successor CEOs as well as other key senior executive officers of the Company, including in the event of an unexpected occurrence. The independent members of the Board are responsible for oversight of this succession planning and review the succession plan at least annually.

The Governance and Nominating Committee, with the assistance of the CEO, prepares and recommends to the Board a description of the ideal experience and qualities of a CEO of the Company, and has developed policies and procedures for the selection of a new CEO in the event of an emergency or the retirement of the CEO. The Board reviews and evaluates management succession at least annually, in connection with a report by the Compensation Committee, including recommendations, evaluations and monitoring of the development of internal candidates.

The Board also believes that developing its own succession plan is important, reviewing, on an annual basis, its director selection criteria, and its approach to Board and committee leadership structure and membership, with a focus on critical board skills, diversity and independence.

Director Attendance at Shareholders Meetings

Recognizing that director attendance at our Meeting can provide our shareholders with an opportunity to communicate with the directors about matters affecting the Company, our directors are encouraged to attend the Meeting. All of our directors then in office attended the 2020 annual meeting of shareholders.

Stock Ownership Guidelines

Our Board has adopted a policy that requires executive officers to hold a number of shares with a value at least equal to a pre-determined multiple of each executive officer’s annual salary within five years from the date the executive becomes subject to the guidelines. This policy is discussed in the “Additional Executive Compensation Governance Considerations” section of the Compensation Discussion and Analysis. In addition, each independent director is expected to hold a number of shares with a value at least equal to five times the base annual cash compensation paid to each such director during the period he or she is a director. See the section titled “Director Compensation” for additional information.

Anti-Hedging and Anti-Pledging Policy

The Board has adopted a Securities Trading Policy which prohibits directors, officers, and certain other employees from pledging (subject to limited exceptions) or hedging shares of ChampionX stock.

Directors’ Meetings

During 2020, the Board met 5 times and held informational sessions with management in the months prior to the closing of the Merger to monitor progress on closing conditions, and in the months following the closing to receive updates on the progress of integration and synergy capture. Each director then in office attended 100% of the meetings of the Board and the Board committees on which the director served. The Board conducts executive sessions in conjunction with its regularly scheduled meetings at least quarterly without management representatives present. Mr. Rabun, as Chairman of the Board, presides at these sessions. If Mr. Rabun is determined to no longer be an independent director or is not present at any of these sessions, the non-employee directors of the Board shall elect a Lead Director to preside.

Board and Committee Evaluations

The Board and each of its committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and at the committee levels. The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and ensuring Board effectiveness. The Governance and Nominating Committee oversees an annual evaluation process led by the committee’s Chairman and the Chairman of the Board. Each director completes a detailed written annual evaluation of the Board and the committees on which he or she serves. These Board evaluations are designed to assess the skills, qualifications, and experience represented on the Board and its committees, and to determine whether the Board and committees are functioning effectively. The process also evaluates the relationship between management and the Board, including the level of access to management, responsiveness of management, and the effectiveness of the Board’s evaluation of management performance. The results of this Board evaluation are discussed in executive session by the full Board. The results of each committee evaluation are discussed in executive session by each committee and then reported to the full Board in executive session. Changes to the Board’s and its committees’ practices are implemented as appropriate. In addition, evaluations of the performance of individual directors are completed bi-annually, conducted through interviews with the Chairman of the Board and the chair of the Governance and Nominating Committee. Mr. Wagner, chair of the Governance and Nominating Committee, does not participate in the interviews related to his own performance. The results of these assessments are shared with the individual directors by Mr. Rabun and Mr. Wagner, or by Mr. Rabun, as the case may be.

Procedures for Approval of Related Person Transactions

We generally do not engage in transactions in which our executive officers or directors, any of their immediate family members or any shareholders holding 5% or more of our outstanding common stock have a material interest. Should a proposed transaction or series of similar transactions involve any such persons and in an amount that exceeds $120,000, the transaction would be reviewed by the Governance and Nominating Committee in accordance with the Related Person Transactions Policy and Procedures adopted by our Board, which are posted on our website.

Under the procedures, our General Counsel determines whether a proposed transaction requires review under the policy and, if so, presents the transaction to the Governance and Nominating Committee for review and consideration at its next regularly scheduled meeting. The Governance and Nominating Committee reviews the relevant facts and circumstances of the transaction and approves, rejects or ratifies the transaction. If the proposed transaction is immaterial, the Chair of the Governance and Nominating Committee may approve the transaction and report the transaction at the next meeting of the Governance and Nominating Committee. If it is impractical to postpone the proposed transaction until the next meeting of the Governance and Nominating Committee, the Chair of such Committee decides whether to (i) approve the transaction and report the transaction at the next meeting of the Governance and Nominating Committee or (ii) call a special meeting of the Governance and Nominating Committee to review the transaction. Should the proposed transaction involve the CEO or enough members of the Governance and Nominating Committee to prevent a quorum, the disinterested members of the committee will review the transaction and make a recommendation to the Board, and the disinterested members of the Board will

then approve, reject or ratify the transaction. No director may participate in the review of any transaction in which he or she is a related person.

There were no related person transactions during 2020 that are required to be reported in this Proxy Statement.

Communication with the Board

Shareholders and other interested parties may contact any member of the Board, as a group or individually, any committee, or the independent directors as a group, by writing to them at ChampionX Corporation, c/o Secretary, 2445 Technology Forest Boulevard, Building 4, 12th Floor, The Woodlands, Texas 77381. Our General Counsel and Secretary, an employee, reviews all communications directed to any committee and the Board. The Chair of the Audit Committee is promptly notified of any substantive communication involving accounting, internal controls, or audit matters. The Chairman of the Board is promptly notified of any other significant communication, and any Board-related matters which are addressed to a named director are promptly sent to that director. Copies of all communications are available for review by any director. Some communications, such as advertisements, business solicitations, junk mail, resumes, and any communication that is overly hostile, threatening, or illegal will not be forwarded to the Board. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:

•required or advisable in connection with any governmental investigation or report; or

•in the interests of ChampionX, consistent with the goals of our Code of Business Conduct & Ethics.

Director Independence

Director independence is determined in accordance with the listing standards of the various securities exchanges as well as by the rules and regulations of the SEC. Historically, our shares had been listed for trading with the New York Stock Exchange (“NYSE”) and we have complied with the director independence requirements set forth in the NYSE Listed Company Manual. As previously disclosed, at the opening of trading on January 4, 2021, the Company transferred the listing of its common stock from the NYSE to The Nasdaq Global Select Market (“Nasdaq”). Accordingly, as of January 4, 2021, the director independence requirements set forth in the Nasdaq Listing Rules are applicable to our directors.

Our Corporate Governance Guidelines provide that a significant majority of the Board and all of the members of the Audit, Compensation, and Governance and Nominating Committees must be independent from management and must meet all of the applicable criteria for independence established by Nasdaq and the SEC. Our Board makes an annual determination of the independence of each director. No director may be deemed independent unless the Board determines that neither the director nor any of the director’s immediate family members has a material relationship with ChampionX, directly or as an officer, shareholder or partner of an organization that has a material relationship with ChampionX.

Our Board has determined that each director, except for Mr. Somasundaram, has no material relationship with ChampionX and meets the independence requirements of Nasdaq and the SEC.

Committees of the Board of Directors

Our Board has a standing Audit Committee, Governance and Nominating Committee, and a Compensation Committee. The charters adopted by the Board for each committee, that describe each committee’s responsibilities, authority and resources in greater detail, are available on our website at www.investors.championx.com.

Audit Committee

Stephen M. Todd Meetings Held in 2020: 7

Committee Chair

Additional Committee Members: Stuart Porter and Stephen K. Wagner. Mr. Fisher was the Chair of the Audit Committee during the entire 2020 year, and until he stepped down from the Board on February 1, 2021 to become our Executive Vice President and Chief Financial Officer.

Primary Responsibilities: The Audit Committee is responsible for, among other matters:

•Selecting and engaging the independent registered public accounting firm (“independent auditors”);

•Overseeing the work of the independent auditors and the Company’s internal audit function;

•Approving in advance all services to be provided by, and all fees to be paid to, the independent auditors, who report directly to the committee;

•Overseeing the adequacy and integrity of the Company’s financial statements and its financial reporting and disclosure practices;

•Reviewing with management and the independent auditors the audit plan and results of the auditing engagement;

•Reviewing with management and the independent auditors the quality and adequacy of the Company’s internal control over financial reporting; and

•Overseeing the Company’s financial, legal, cybersecurity, enterprise and compliance risk assessments and programs.

The responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent auditors ChampionX’s annual audited financial statements and quarterly financial statements prior to inclusion in the Company’s Annual Report on Form 10-K, quarterly earnings releases published by the Company, and other public filings in accordance with applicable rules and regulations of the SEC. The Audit Committee also receives regular reports from management with respect to cybersecurity, enterprise and legal and compliance risks.

The Audit Committee holds regular quarterly meetings at which it meets separately with each of the Company’s independent auditors, head of internal audit, and Chief Financial Officer to assess certain matters, including the status of the independent audit process, and management’s assessment of the effectiveness of disclosure controls and procedures. In addition, the Audit Committee, as a whole, will review and meet to discuss the contents of each Form 10-Q and review and approve the Form 10-K (including the financial statements) prior to its filing with the SEC.

Independence: All members of the Audit Committee qualify as independent directors for audit committee membership according to the rules and regulations of the SEC and Nasdaq. All members of the Audit Committee are financially literate and qualify as an “audit committee financial expert” as defined under SEC rules and as “financially sophisticated” under Nasdaq corporate governance requirements.

Please see the Audit Committee Report on page 26 for additional information on the manner in which the committee fulfilled its responsibilities in 2020.

Governance and Nominating Committee

Stephen K. Wagner Meetings Held in 2020: 4

Committee Chair

Additional Committee Members: Gary P. Luquette and Daniel W. Rabun

Primary Responsibilities: The Governance and Nominating Committee is responsible for, among other matters:

•Developing, reviewing, and recommending to the Board corporate governance guidelines and the Company’s Code of Business Conduct and Ethics;

•Identifying and recommending to our Board candidates for election as directors and any changes it believes desirable in the size and composition of the Board;

•Making recommendations to our Board concerning the structure and membership of the Board committees;

•Monitoring and reviewing the overall adequacy of, and providing oversight with respect to, environmental, social and governance objectives, goals, strategy, activities and regulations;

•Overseeing the approval, rejection or ratification of related person transactions in accordance with the Company’s Related Person Transactions Policy and Procedures; and

•Developing and overseeing the process for the Board and committee self-evaluations and the process by which the CEO and senior management are evaluated.

Qualification and Nominations of Directors

The Governance and Nominating Committee considers and recommends to the Board nominees for election to, or for filling any vacancy on, the Board or its committees in accordance with our by-laws, our Corporate Governance Guidelines, and the Governance and Nominating Committee’s charter. The Governance and Nominating Committee periodically reviews the requisite skills and characteristics of Board members as well as the size, composition, functioning and needs of our Board as a whole. To be considered for Board membership, a nominee for director must be an individual who has the highest personal and professional integrity, who has demonstrated exceptional ability and judgment, and who will be most effective, in conjunction with the other members of our Board, in serving the long-term interests of our shareholders.

The Governance and Nominating Committee also considers directors’ qualifications as independent directors (the Board requires that a substantial majority of its members be independent and all of the members of the Audit, Compensation, and Governance and Nominating Committees be independent), the financial literacy of members of the Audit Committee, the qualification of Audit Committee members as “audit committee financial experts” and “financially sophisticated”, the qualification of Compensation Committee members as “non-employee directors” and the diversity, skills, background and experiences of Board members in the context of the needs of the Board. The Governance and Nominating Committee may also consider such other factors as it may deem to be in the best interests of ChampionX and our shareholders. For director nominees who are current directors, the Governance and Nominating Committee considers their history of attendance at Board and committee meetings, as well as preparation for, participation in and contributions to the effectiveness of those meetings in determining whether to nominate them for re-election.

The Board believes that a diverse membership having a variety of skills, styles, experience and competencies is an important feature of a well-functioning board. Accordingly, the Board believes that diversity of viewpoints, backgrounds and experience (inclusive of gender, race and age) should be a consideration in Board succession planning and recruiting, consistent with nominating only the most qualified candidates for the Board who bring the required skills, competencies and fit to the boardroom. The Board remains committed to considering board candidate slates that are as diverse as possible and, to that end, requires that diversity be a central component of search criteria for director candidates.

Whenever the Governance and Nominating Committee concludes, based on the reviews or considerations described above or due to a vacancy, that a new nominee to our Board is required or advisable, it will consider recommendations from directors, management, shareholders and, if it deems appropriate, consultants retained for that purpose. It is the policy of the Governance and Nominating Committee to consider director candidates recommended by the Company’s shareholders and apply the same criteria in considering those director candidates that it employs in considering candidates proposed from any other source. Shareholders who wish to recommend an individual for nomination should send that person’s name and supporting information to the committee, in care of the Secretary of ChampionX. Shareholders who wish to directly nominate an individual for election as a director, without going through the Governance and Nominating Committee must comply with the procedures in our by-laws discussed under “Shareholder Proposals and Nominations for the 2022 Annual Meeting.”

Compensation Committee

Gary P. Luquette Meetings Held in 2020: 4

Committee Chair

Additional Committee Members: Heidi S. Alderman, Mamatha Chamarthi and Daniel W. Rabun

Primary Responsibilities: The Compensation Committee is responsible for, among other matters:

•Approving compensation of executive officers, as required by Nasdaq governance requirements;

•Granting awards and approving payouts under the Company’s equity plans and its annual executive incentive plan;

•Approving changes to the Company’s compensation plans;

•Reviewing and recommending compensation for the Board;

•Evaluating the relationship between the Company’s incentive compensation arrangements and its risk management policies and practices;

•Reviewing, and discussing with management, the Company’s human capital programs, policies and procedures, including CEO succession planning; and

•Supervising the administration of the compensation plans.

The Compensation Committee, meeting in executive session together with the independent directors of our Board, will approve the compensation of our CEO. The Company’s executives leave meetings of the Compensation Committee during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to remain by the Committee.

Independence: Each member of the Compensation Committee qualifies as an independent director for compensation committee membership as defined by applicable Nasdaq listing standards and our Corporate Governance Guidelines. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Compensation Committee Interlocks and Insider Participation: None of the members of the Compensation Committee has served as an officer or employee of the Company. Further, none of the Company’s executive officers has served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

Item 1: Election of Directors

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Our Board is divided into three classes until our 2022 annual meeting of shareholders:


Class I Directors:	Heidi S. Alderman Mamatha Chamarthi Stephen M. Todd	Term expiring at 2022 annual meeting of shareholders
Class II Directors:	Gary P. Luquette Stuart Porter Daniel W. Rabun	Term expiring at 2022 annual meeting of shareholders
Class III Directors:	Sivasankaran ("Soma") Somasundaram Stephen K. Wagner	Term expiring at 2021 annual meeting of shareholders

The Board has nominated Soma Somasundaram and Stephen K. Wagner for election at the Meeting to continue as Class III directors for a one-year term expiring at our 2022 annual meeting of shareholders. Beginning at our 2022 annual meeting, all of our directors will stand for election each year for annual terms and our Board will no longer be divided into three classes.

Messrs. Somasundaram and Wagner joined the Board in connection with our spin-off from our former parent company in May 2018 and were selected by Dover Corporation. Mr. Wagner also serves on the Board of Dover. Kenneth M. Fisher had been a member of our Board since the spin-off from our former parent, included in Class III, but stepped down as a director effective February 1, 2021 to become our Executive Vice President and Chief Financial Officer. Ms. Alderman and Mr. Porter joined the Board in June 2020 in connection with the closing of the merger with ChampionX Holding Inc. Neither of the nominees, nor Ms. Alderman or Mr. Porter, have been elected by our public shareholders. Ms. Chamarthi and Messrs. Todd, Luquette and Rabun were also selected as directors by Dover in connection with our spin-off, but Ms. Chamarthi and Mr. Todd were elected by our shareholders in 2019, and Messrs. Luquette and Rabun were elected by our shareholders at our last annual meeting of shareholders.

In recommending Messrs. Somasundaram and Wagner for re-election to the Board, the Governance and Nominating Committee considered their personal and professional ethics, integrity and values, expertise, skills and understanding of the Company’s business environment, diversity of viewpoints, background and experience, and preparation for and participation at Board and committee meetings. Please see “Governance and Nominating Committee – Qualification and Nominations of Directors” for additional information on the criteria and process the Governance and Nominating Committee considers in nominating candidates for election to the Board. A description of each nominee’s individual qualifications are included in their biographical information below.

The Board recommends that you vote FOR the election of Mr. Somasundaram and Mr. Wagner.

Each nominee has indicated approval of his nomination and his willingness to serve if elected. If any nominee for election becomes unavailable to serve as a director before the Meeting, an event which we do not anticipate, the persons named as proxies may vote for a substitute nominee or nominees as may be designated by our Board for election at the Meeting. Proxies cannot be voted for more than the number of nominees proposed for re-election. The two nominees receiving the highest number of votes cast will be elected as Class III directors.

Nominees for Director Standing for Election


Sivasankaran (“Soma”) Somasundaram Director since April 18, 2018 Age 55			Mr. Somasundaram serves as ChampionX’s President and Chief Executive Officer and is a member of the Board. Mr. Somasundaram previously served as a Vice President of Dover and as President and Chief Executive Officer of Dover Energy, in which capacity he acted from August 2013 until the spin-off. Previously, Mr. Somasundaram served as Executive Vice President (from November 2011 to August 2013) of Dover Energy, Executive Vice President (from January 2010 to November 2011) of Dover Fluid Management, President (from January 2008 to December 2009) of Dover’s Fluid Solutions Platform, President (from June 2006 to December 2007) of Dover’s Gas Equipment Group, and President (from March 2004 to May 2006) of Dover’s RPA Process Technologies. Prior to joining Dover, Mr. Somasundaram served in various global leadership roles at GL&V Inc. and Baker Hughes Inc. Mr. Somasundaram received a B.S. in Mechanical Engineering from Anna University and a M.S. in Industrial Engineering from University of Oklahoma. Mr. Somasundaram's strong business background, having lived and worked in India, Germany, Singapore and Australia, deep operational and financial acumen from having served more than four years as President and Chief Executive Officer of Dover Energy, a segment of Dover, a public company, and years of experience in the energy industry makes him a valuable resource for the Board. Mr. Somasundaram’s technical experience developed during his time in a number of positions in businesses that serve the energy, chemical, mining, sanitary and other process industries, including RPA Process Technologies and Baker Hughes, along with his degrees in both Industrial and Mechanical Engineering, provide him with unique insights into the highly engineered technologies that ChampionX provides to its customers.


Stephen K. Wagner Director since May 9, 2018 Age 74			From 2009 until his retirement in 2011, Mr. Wagner was the Senior Advisor, Center for Corporate Governance of Deloitte & Touche LLP. Prior to that role, he served in various positions with Deloitte & Touche LLP, which included Managing Partner, Center for Corporate Governance from 2005 to 2009, Deputy Managing Partner, Innovation, Audit and Enterprise Risk, in the United States from 2002 to 2007 and Co-Leader, Sarbanes-Oxley Services from 2002 to 2005. Mr. Wagner has served on the Board of Dover Corporation since 2010 where he is a member of the Audit Committee and Chairman of the Governance and Nominating Committee. Mr. Wagner’s more than 30 years of experience in accounting make him a valuable resource for the Board. Mr. Wagner’s work with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and other corporate governance regulations makes him well-suited to advise the Board on oversight of financial, accounting, auditing and finance-related corporate governance matters as well as risk management. Mr. Wagner brings to the Board an outside auditor’s perspective on matters involving audit committee oversight responsibilities relating to internal control and accounting and other financial reporting matters.

Continuing Directors with Terms Expiring in 2022


Heidi S. Alderman Director since June 3, 2020 Age 61			Ms. Alderman is the former Senior Vice President, Intermediates of BASF Corporation (a global chemical manufacturing company), a position she held from 2016 until her retirement in 2019. Prior to this role, Ms. Alderman held the positions of Senior Vice President, North American Petrochemicals from 2011 to 2016; Senior Vice President, North American Procurement from 2008 to 2011; Vice President, Functional Polymers from 2005 to 2008; and Business Director, Polymers from 2003 to 2005, all at BASF SE. Ms. Alderman has served on the board of directors of Olin Corporation since 2019 where she is a member of the Compensation Committee and the Directors and Corporate Governance Committee. Ms. Alderman’s more than 35-year career in chemicals manufacturing brings a unique and valuable perspective to the Board. She also holds a bachelor's degree in chemical engineering from Stevens Institute of Technology and a master's degree in chemical engineering from Drexel University, providing a depth of expertise for the Company’s expanded business. Ms. Alderman has held various positions in business, operations, research, procurement, product and marketing management at BASF, Air Products and Chemicals Inc. and Rohm and Haas, in addition to completing the University of Pennsylvania Wharton Management Program in business administration, providing a global business management perspective to the Board.


Mamatha Chamarthi Director since May 9, 2018 Age 51			Ms. Chamarthi is the Chief Information Officer – North America and Asia Pacific of Stellantis N.V. (formerly named Fiat Chrysler Automobiles) (from April 2019 to present). Previously, Ms. Chamarthi served as Senior Vice President and Chief Digital Officer of ZF Friedrichshafen AG, (from August 2016 to April 2019). She has also served as Senior Vice President, Chief Digital Officer and Chief Information Officer of ZF TRW Automotive Holdings Corporation (from April 2014 to August 2016), Vice President and Chief Information Officer of CMS Energy Corporation (from May 2010 to December 2013) and Senior IT Executive of Daimler Financial Services (from August 2007 to May 2010). Ms. Chamarthi’s 25 years of domestic and global technology experience in the energy, financial services and automotive industries makes her a valuable resource for the Board. Ms. Chamarthi brings to the Board significant experience collaborating with boards of directors, including technology and audit committees, as an officer of ZF Friedrichshafen AG, ZF TRW Automotive Holdings, CMS Energy and Daimler Financial. Her innovative technology and transformation experience provide her with unique insights into the highly engineered technologies that the Company provides to its customers.


Gary P. Luquette Director since May 9, 2018 Age 65			Mr. Luquette previously served as President and Chief Executive Officer of Frank’s International N.V., a global provider of engineered tubular services to the oil and gas industry, from January 2015 to November 2016, following which he served as a special advisor to Frank’s International N.V. until his retirement in December 2016. From 2006 to September 2013, Mr. Luquette served as President of Chevron North America Exploration and Production, a unit of Chevron Corporation. Mr. Luquette began his career with Chevron Corporation in 1978 and, prior to serving as President, held several other key exploration and production positions in Europe, California, Indonesia and Louisiana. Mr. Luquette was the Chairman of the Board of McDermott International, Inc. from 2014 to 2020, where he also served on the Compensation Committee. He also served on the Supervisory Board of Frank’s International N.V. from November 2013 to May 2017, and the Board of Directors of Southwestern Energy Company from 2017 to 2019, where he was a member of the Health, Safety, Environment and Corporate Responsibility Committee. Mr. Luquette brings a depth of business, industry and strategic planning experience to the Board, including his two years as President and Chief Executive Officer at Frank’s International N.V., his seven years as President of Chevron North America Exploration and Production, along with his holding several key exploration and production positions at Chevron. Mr. Luquette’s international experience also adds a valuable global perspective to the Board. Mr. Luquette’s extensive board and committee participation makes him well suited to advise the Board on various corporate governance matters.


Stuart Porter Director since June 3, 2020 Age 55			Mr. Porter founded Denham Capital in 2004 and is a Managing Partner as well as Denham’s Chief Executive Officer and Chief Investment Officer. Mr. Porter holds a Bachelor of Arts from the University of Michigan and a Master of Business Administration from the University of Chicago Booth School of Business. Mr. Porter brings three plus decades of experience evaluating, investing and advising companies all along the energy value chain. In his current and previous roles, he has overseen the management of 40 upstream, midstream and oilfield service companies representing in excess of $3.5 billion of invested capital. Additionally, Mr. Porter has significant global experience, managing offices in London and Perth Australia for Denham Capital as well as deploying investment capital across more than 25 portfolio companies in Africa, Australasia, and North and South America. In Mr. Porter’s previous roles as a founding partner of Sowood Capital Management LP and Vice President and Portfolio Manager at Harvard Management Company, Inc., Bacon Investments, at J. Aron, a division of Goldman Sachs, and at Cargill Mr. Porter oversaw both trading and investment portfolios in energy in both the public and private sectors.


Daniel W. Rabun Director since May 9, 2018 Age 66			From 2007 until his retirement in May 2015, Mr. Rabun served as the Chairman of Ensco plc, an offshore drilling services company, based in London. He retired as President and Chief Executive Officer of Ensco in June 2014, having held the office of Chief Executive Officer for more than seven years and President for more than eight years. From 1986 through 2005, prior to joining Ensco, Mr. Rabun was a partner with the international law firm of Baker & McKenzie LLP, where he provided legal advice to oil and gas companies. Mr. Rabun has served on the Board of Directors and as a member of the Audit Committee of Golar LNG Ltd. since February 2015 and served as the non-executive Chairman from September 2015 to September 2017. He has also served on the Board of Directors of APA Corporation (formerly known as Apache Corporation) since May 2015, where he is currently a member of the Corporate Governance and Nominating Committee and the Audit Committee. During 2012, he served as Chairman of the International Association of Drilling Contractors. Mr. Rabun has also been a certified public accountant since 1976. Mr. Rabun brings a variety of experiences to the Board, including service as Chairman of the Board, President, and Chief Executive Officer of Ensco. During Mr. Rabun’s term at Ensco, Ensco drilled some of the most complex wells for super majors, national oil companies, and independent operators in nearly every strategic oil and gas area in the world. Mr. Rabun’s legal expertise gathered over many years at Baker & McKenzie LLP, accounting knowledge gained from having been a certified public accountant since 1976, along with his board committee experience as both an Audit Committee and Management Development and Compensation Committee member, provides substantial value to the Board. Mr. Rabun’s international experience, global perspective, experience with strategic acquisitions, and financial acumen from having served a total of more than eight years as the business head of a public company, assists the Board in the assessment and management of risks faced by oil and gas companies.


Stephen M. Todd Director since May 9, 2018 Age 72			Mr. Todd was Global Vice Chairman from 2003 until his retirement in 2010 of Assurance Professional Practice of Ernst & Young Global Limited, London, UK, an assurance, tax, transaction and advisory services firm. Prior thereto, he served in various positions with Ernst & Young (since 1971). Mr. Todd is also a member of the Board of Directors and Chairman of the Audit Committee of Dover. Mr. Todd was a member of the Board of Trustees and Chairman of the Audit Committee of PNC Funds (registered management investment companies) from November 2011 until the PNC Funds were transferred to Federated Investments in November 2019. Mr. Todd’s experience in the accounting profession makes him a valuable resource for the Board. Mr. Todd brings to the Board significant financial experience in both domestic and international business following a 40-year career at Ernst & Young where he specialized in assurance and audit. Mr. Todd developed and directed Ernst & Young’s Global Capital Markets Centers, whichprovide accounting, regulatory, internal control and financial reporting services to multinational companies in connection with cross-border debt and equity securities transactions and acquisitions, making him well suited to advise the Board on capital allocation decisions, financing alternatives, and acquisition activities. His experience, especially his years as Global Vice Chairman of Ernst & Young Global Limited’s Assurance Professional Practice and as audit partner for several multinational companies, gives him unique insights into accounting and financial issues relevant to multinational companies like ChampionX, and he brings the perspective of an outside auditor to the Board.

Summary of Director Qualifications and Experience

The following table illustrates the breadth and variety of business and other experience that each of our directors brings to ChampionX.

Skills & Experience

Ms.
Alderman

Ms.
Chamarthi

Mr.
Luquette

Mr.
Porter

Mr.
Rabun

Mr.
Somasundaram

Mr.
Todd

Mr.
Wagner

Environmental, Health & Safety

Financial Reporting/Accounting Experience

Corporate Governance & Responsibility

Public Company Leadership

Strategic Planning

Global Experience

Energy Industry Experience

Legal & Regulatory Compliance

Risk Assessment & Risk Management

Technology & Innovation

Cybersecurity

Value Creation

Demographic Background

Board Tenure (Year Joined)

2020

2018

2020

2018

Board Tenure in Years

Gender

Male

Female

Race/Ethnicity

Asian, Hawaiian or Pacific Islander

Caucasian/White

Director Compensation

We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill level required of the members of the Board and competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board. If a director serves for less than a full calendar year, the compensation to be paid to that director may be prorated as deemed appropriate by the Compensation Committee.

To further align the interests of the independent directors of the Board with the Company’s shareholders, the Board has adopted stock ownership guidelines for the non-employee directors. Under the guidelines, each non-employee director is expected to own Company common stock with a value at least equal to five times the base annual cash compensation paid to such director during the period he or she serves as a director, not including any additional cash compensation paid to chairs of the Board or committees. Non-employee directors are expected to meet these requirements within five years after the date of their election or appointment to the Board. Each of our directors are within the five-year transition period for meeting these requirements.

In 2020, in consideration of the challenging market conditions as a result of the COVID-19 pandemic and the reductions in pay taken by the Company’s officers and employees, Mr. Rabun elected to reduce the cash components of his Board compensation for the period from April 1, 2020 through December 31, 2020 by 25%, and the remaining directors determined to reduce the cash components of their Board compensation for the same period by 20%. These reductions were applied against the base non-employee director compensation as follows:

•An annual retainer of $225,000, payable $112,500 in cash and $112,500 in stock-based awards;

•Chairman of the Board – additional retainer of $75,000, payable in cash;

•Committee Chairs – additional retainer of $25,000 for the Audit Committee Chair and $10,000 for the Chairs of the Compensation Committee and the Governance and Nominating Committee, payable in cash; and

•Audit Committee Members – additional retainer of $10,000 for Audit Committee Members, payable in cash.

At the beginning of 2020, the Board increased the cash retainer for the Audit Committee Chair by $10,000, and provided a $10,000 cash retainer for the other members of the Audit Committee, in recognition of the additional time devoted by the Company’s Audit Committee in overseeing the Company’s remediation of the material weaknesses in internal control over financial reporting identified in 2019.

Non-employee directors are also reimbursed for all reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings and continuing education seminars.

Non-employee directors may elect to defer all or a portion of their annual stock-based awards under our 2018 Equity and Cash Incentive Plan (the “2018 Plan”). When directors elect to defer their stock award, their deferred compensation account is credited with a number of “deferred stock units.” Each stock unit is equal in value to a share of our common stock but because it is not an actual share of our common stock it does not have any voting rights. Depending on the director’s election, a non-employee director may receive the deferred compensation on the date of the director’s retirement or an earlier specified date.

2020 Director Compensation Table

The following table shows information regarding the compensation earned or paid during 2020 to non-employee directors who served on the Board during the year. The compensation paid to Mr. Somasundaram is shown in the

table entitled 2020 Summary Compensation Table and the related tables. Mr. Somasundaram does not receive any additional compensation for his service as a member of the Board.


Name	Fees Earned or Paid in Cash	Stock Awards(1)	Total
Mr. Rabun	$ 152,344	$ 115,299	$ 267,643
Ms. Alderman	$ 52,131	$ 66,781	$ 118,912
Ms. Chamarthi	$ 95,625	$ 115,299	$ 210,924
Mr. Fisher	$ 116,875	$ 115,299	$ 232,174
Mr. Luquette	$ 104,125	$ 115,299	$ 219,424
Mr. Porter	$ 56,765	$ 66,781	$123,546
Mr. Todd	$ 104,125	$ 115,299	$ 219,424
Mr. Wagner	$ 112,625	$ 115,299	$ 227,924



			(1)			In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of the RSUs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), disregarding the estimate of forfeitures related to service-based vesting conditions. The grant date fair value is measured based on the closing price of our common stock on the date of grant. See Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the assumption used in determining the FASB ASC Topic 718 grant date fair value of these awards.

Security Ownership of Certain Beneficial Owners and Management

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The following tables set forth certain information regarding the beneficial ownership, as of March 15, 2021 (except as otherwise noted), of our common stock by:

•Each director and each of our named executive officers shown in 2020 Summary Compensation Table (the “NEOs”);

•All of our directors and executive officers as a group, including the NEOs; and

•Each person known to us to own beneficially 5% or more of our outstanding common stock.

The beneficial ownership set forth in the table is determined in accordance with the rules of the SEC. The percentage of beneficial ownership is based on 201,018,270 shares of common stock outstanding on March 15, 2021. In computing the number of shares beneficially owned by any shareholder and the percentage ownership of such shareholder, shares of common stock subject to stock-settled stock appreciation rights (“SSARs”) held by that person that are currently exercisable or exercisable within 60 days of March 15, 2021, and restricted stock units that become vested within 60 days of March 15, 2021 have been included.

Name of Beneficial Owner(1)

Shares of Company
Common Stock
Beneficially Owned

% of Class

Directors (except Mr. Somasundaram):

Daniel W. Rabun(2)

18,120

Heidi S. Alderman(3)

6,807

Mamatha Chamarthi(4)

16,437

Gary P. Luquette(5)

16,437

Stuart Porter(6)

5,807

Stephen M. Todd(7)

32,185

Stephen K. Wagner(8)

18,426

NEOs:

Sivasankaran Somasundaram(9)

252,736.00

Jay A. Nutt (10)

18,412

Julia Wright(11)

10,256

Paul E. Mahoney(12)

102,586

Syed Raza(13)

17,372

Directors and executive officers as a group (16 persons)(14)

1,675,947.00

5% Shareholders:

The Vanguard Group Inc.(15)

100 Vanguard Blvd.

Malvern, PA 19355

18,550,378

9.3

BlackRock, Inc.(16)

55 East 52nd Street

New York, NY 10055

21,977,896

11.0

Boston Partners(17)

One Beacon Street, 30th Floor

Boston, MA 02108

10,012,479

5.0

Less than 1% of the Company’s outstanding common stock.


(1)			The address for each of the directors and NEOs is c/o ChampionX Corporation, 2445 Technology Forest Boulevard, Building 4, 12th Floor, The Woodlands, Texas 77381.
(2)			Consists of (a) 3,697 shares of ChampionX common stock held directly by Mr. Rabun, and (b) 14,423 deferred stock units. Does not include 842 unvested RSUs payable in shares of ChampionX common stock.
(3)			Consists of (a) 5,807 shares of ChampionX common stock held directly by Ms. Alderman, and (b) 1,000 shares of ChampionX common stock beneficially owned by Ms. Alderman’s spouse.
(4)			Consists of (a) 2,014 shares of ChampionX common stock held directly by Ms. Chamarthi, and (b) 14,423 deferred stock units.
(5)			Consists of (a) 2,014 shares of ChampionX common stock held directly by Mr. Luquette, and (b) 14,423 deferred stock units.
(6)			Consists of 5,807 shares of ChampionX common stock held directly by Mr. Porter.
(7)			Consists of (a) 10,413 shares of ChampionX common stock held directly by Mr. Todd, (b) 14,423 deferred stock units, and (c) 7,349 shares of ChampionX common stock beneficially owned by Mr. Todd’s spouse.
(8)			Consists of (a) 4,003 shares of ChampionX common stock held directly by Mr. Wagner, and (b) 14,423 deferred stock units.
(9)			Includes 12,967 shares of ChampionX common stock held in a limited partnership of which Mr. Somasundaram is a partner and 153,724 shares exercisable under outstanding SSAR awards. Does not include 236,802 unvested RSUs payable in shares of ChampionX common stock.
(10)			Consists of 18,412 shares of ChampionX common stock held directly by Mr. Nutt. Does not include 34,206 unvested RSUs payable in shares of ChampionX common stock.
(11)			Consists of 10,256 shares of ChampionX common stock held directly by Ms. Wright. Does not include 52,216 unvested RSUs payable in shares of ChampionX common stock.
(12)			Includes 81,983 shares of ChampionX common stock exercisable under outstanding SSAR awards. Does not include 71,112 unvested RSUs payable in shares of ChampionX common stock.
(13)			Includes 7,031 shares of ChampionX common stock exercisable under outstanding SSAR awards. Does not include 24,957 unvested RSUs payable in shares of ChampionX common stock.
(14)			Consists of an aggregate of (a) 359,162 shares of ChampionX common stock held directly by ChampionX executive officers and directors, and (b) an aggregate of 1,335,197 shares of ChampionX common stock acquirable by ChampionX executive officers within 60 days through the exercise of SSARs and stock options.
(15)			Based solely on Schedule 13G/A filed February 10, 2021. The Vanguard Group and certain of its affiliates have sole voting power with respect to no shares, shared voting power with respect to 183,926 shares, sole dispositive power with respect to 18,224,052 shares and shared dispositive power with respect to 326,326 shares.
(16)			Based solely on Schedule 13G/A filed January 27, 2021. BlackRock, Inc. and certain of its affiliates have sole voting power with respect to 21,448,082 shares and sole dispositive power with respect to 21,997,896 shares.
(17)			Based solely on Schedule 13G/A filed February 11, 2021. Boston Partners and certain of its affiliates have sole voting power with respect to 8,600,196 shares, shared voting power with respect to 28,871 shares, and sole dispositive power with respect to 10,012,479 shares.

Item 2: Ratify Appointment of Independent Registered Public Accounting Firm

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The Audit Committee is responsible for the appointment, compensation, retention, oversight of the work, and evaluation of the independence of the PCAOB registered public accounting firms retained to conduct an integrated audit of our financial statements and internal control over financial reporting. The Audit Committee has approved the selection of PwC as our independent registered public accounting firm to audit the annual accounts of ChampionX and its subsidiaries for the fiscal year ending December 31, 2021. In making this decision, the Audit Committee considered a variety of factors, including PwC’s knowledge of the Company’s business and technical expertise, the quality and candor of PwC’s communications with the Audit Committee, PwC’s independence under applicable SEC and PCAOB requirements, the quality and timeliness of the services provided by PwC (including feedback from management), and the appropriateness of PwC’s fees.

Representatives of PwC are expected to be present online at the virtual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Although shareholder ratification of PwC’s appointment is not required by our by-laws or otherwise, our Board is submitting the ratification of PwC’s appointment for 2021 to our shareholders as a matter of good corporate governance. If shareholders do not ratify the appointment of PwC, the Audit Committee will reconsider whether or not to retain PwC as the Company’s independent registered public accounting firm for 2021, but will not be obligated to terminate the appointment. Even if shareholders ratify the appointment of PwC, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s interests or otherwise required by federal securities laws.

The Board and the Audit Committee recommend that you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

Audit Committee Report

_____________________________________________________________________________________________

The Audit Committee assists the Board in overseeing the Company’s accounting and financial reporting processes, the audit of its financial statements and internal control over financial reporting, the Company’s compliance with legal and regulatory requirements, the performance of the Company’s internal audit function, and the qualifications, independence, performance and compensation of the Company’s independent auditors. Management is responsible for the Company’s financial statements and financial reporting processes, including the systems of internal control over financial reporting and disclosure controls and procedures. The Company’s independent auditors are responsible for performing an independent audit of the Company’s financial statements and of its internal control over financial reporting and expressing an opinion as to the conformity of the Company’s financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting.

In 2020, in fulfilling these responsibilities, among other things the Audit Committee:

•Met with senior members of the Company’s financial management team at each meeting;

•Held private sessions, during regularly scheduled meetings, with the Company’s Chief Financial Officer and head of the Company’s internal audit function, and with PwC, the Company’s independent auditors, providing an opportunity for candid discussions regarding financial management, accounting, auditing, and internal control matters;

•Reviewed and discussed with management the Company’s earnings releases and financial results for each quarterly period and for the fiscal year as set out in the Company’s Form 10-Qs and Form 10-K prior to filing with the SEC;

•Reviewed and discussed with senior management the Company’s Sarbanes-Oxley Act compliance program in preparation of management’s assessment of the Company’s internal control over financial reporting and PwC’s attestation report, and the mitigation and remediation of internal control deficiencies;

•Received reports from the General Counsel on compliance matters and reviewed the effectiveness of the Company’s compliance program, including providing oversight of the confidential whistleblower complaint systems relating to accounting and audit matters; and

•Reviewed the Company’s internal audit plan.

As discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company identified certain material weaknesses in its internal control over financial reporting that led management to conclude that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2019. The Audit Committee oversaw the Company’s remediation of the material weaknesses throughout 2020, including participating in weekly information sessions with the Company’s finance management and internal audit and with PwC.

As noted above, the Audit Committee oversees the audits of the Company’s financial statements and internal control over financial reporting and the relationship with the independent auditors. In fulfilling its oversight responsibilities for the fiscal year ended December 31, 2020, among other things, the Audit Committee reviewed and discussed with senior members of the Company’s financial management team and PwC, the Company’s independent auditors, the overall audit scope and plan, the results of the external audit, the quality of the Company’s financial reporting, critical audit matters, and the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures. The Committee also discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Committee has received the written disclosures and the letter from PwC required by the applicable requirement of the Public Company Accounting Oversight Board regarding PwC’s independence and has discussed with PwC its independence from the Company and its management. The Committee considered whether the provision of permissible non-audit services by PwC to the Company is compatible with maintaining the independence of PwC, and concluded that the independence of PwC was not compromised by the provision of such services. Additionally, the Committee pre-approved all audit and permissible non-audit services provided to the Company by PwC.

Based on its review of the financial statements and the aforementioned discussions, the Audit Committee recommended to the full Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Respectfully submitted by the Audit Committee,

Stephen M. Todd, Chair

Stuart Porter

Stephen K. Wagner

February 17, 2021

Fees Paid to PricewaterhouseCoopers LLP

_____________________________________________________________________________________________

PwC began serving as our independent registered public accounting firm in 2017. We incurred the following fees for services performed by PwC for the years indicated. All PwC services for 2019 and 2020 were approved in advance by our Audit Committee in accordance with the pre-approval policies described below.


Type of Fee	Year Ended December 31, 2019 ($)	Year Ended December 31, 2020 ($)
Audit Fees (1)	6,393,201	8,979,043
Tax Fees (2)	150,198	1,080,000
All Other Fees (3)	7,903	27,903


(1)			The audit fees for the years ended December 31, 2019 and 2020 were for professional services rendered for the audits of the consolidated financial statements of ChampionX and include statutory audits, reviews of the quarterly consolidated financial statements of ChampionX, review of registration statements and other documents filed with the SEC and accounting consultations.
(2)			Tax fees were for professional services rendered with respect to tax compliance matters.
(3)			Other fees include licensing fees for access to technical accounting literature.

Pre-Approval of Services Provided by Independent Registered Public Accounting Firm

Consistent with its charter and applicable SEC rules, our Audit Committee pre-approves all audit and permissible non-audit services provided by PwC to us and our subsidiaries. With respect to certain services which PwC has customarily provided, the Audit Committee has adopted specific pre-approval policies and procedures, which the Audit Committee reviews at least annually. In developing these policies and procedures, the Audit Committee considered the need to ensure the independence of PwC while recognizing that, in certain situations, PwC may possess the expertise and be in the best position to advise us and our subsidiaries on issues and matters other than accounting and auditing where consistent with applicable SEC and PCAOB requirements.

The policies and procedures adopted by the Audit Committee require pre-approval by the Audit Committee of audit-related and certain non-audit-related tax and other routine and recurring services that are proposed to be performed by the independent auditor. The pre-approval of such services by the Audit Committee is effective for a particular fiscal year, specific as to a particular service or category of services and is subject to a limitation on fees. In addition, pre-approved services which are expected to exceed the limitation on fees require separate, specific pre-approval. For each proposed service, the independent auditor and management are required to provide information regarding the engagement to the Audit Committee at the time of approval. In evaluating whether to approve such services, the Audit Committee considers whether each service is compliant with the SEC’s rules and regulations on auditor independence, as well as any applicable PCAOB requirement.

Item 3: Advisory Vote to Approve Compensation of Our Named Executive Officers

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We are asking our shareholders to approve, on an advisory basis, the Company’s executive compensation as reported in this Proxy Statement. As described below in the “Compensation Discussion and Analysis” section, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

•Ensure executive compensation drives behaviors and actions consistent with shareholder interests, prudent risk-taking and a long-term perspective;

•Ensure executive compensation allows us to attract, retain, motivate and reward high-performing executive talent. We target reasonable and competitive compensation, and aim to align our compensation with market median levels;

•Differentiate based on performance relative to targets, peers and market conditions, with a significant portion of compensation tied to the achievement of annual and long-term goals that promote shareholder value creation; and

•Emphasize ChampionX stock ownership by requiring stock ownership levels for executives.

We urge you to read the “Compensation Discussion and Analysis” beginning on page 29, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2020 Summary Compensation Table and other related compensation tables, beginning on page 49, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” and the compensation of our named executive officers reported in this Proxy Statement are effective in achieving our long-term business objectives.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the Meeting:

RESOLVED, that the shareholders of ChampionX Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the related compensation tables and narrative discussion in the Proxy Statement for the Company’s 2021 annual general meeting of shareholders.

This advisory resolution, commonly referred to as a “Say-on-Pay” resolution, is non-binding on our Board. Although non-binding, our Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

The Board recommends that you vote FOR the advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement.

Compensation Discussion and Analysis

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This Compensation Discussion and Analysis provides a detailed description of our compensation philosophy, objectives, policies, and practices in place during 2020, and explains the factors considered by the Compensation Committee of our Board (our “Compensation Committee” or the “Committee”) in making compensation decisions during 2020. This Compensation Discussion and Analysis focuses on the compensation of our NEOs for 2020, namely:


Name			Title
Sivasankaran (“Soma”) Somasundaram			President & Chief Executive Officer
Jay A. Nutt			Senior Vice President — Special Projects former Senior Vice President & Chief Financial Officer
Julia Wright			Senior Vice President, General Counsel and Secretary
Paul E. Mahoney			President, Production & Automation Technologies
Syed ("Ali") Raza			Senior Vice President and Chief Digital Officer

Mr. Nutt was our Senior Vice President and Chief Financial Officer for our 2020 fiscal year and until February 1, 2021 when Mr. Fisher became our Executive Vice President and Chief Financial Officer.

Overview of Key Compensation Decisions for 2020

The Compensation Committee is committed to targeting reasonable and competitive total compensation for our NEOs, with a significant portion of that compensation being performance based. 2020 was an unprecedented year from the global COVID-19 pandemic to volatile oil prices, during which the Company completed its transformational Merger. In light of the challenging environment, the Company took significant actions to align compensation with shareholder interests.

February 2020 – Limited Compensation Changes. The Compensation Committee generally meets in February to review the compensation of our executive officers, taking into account the financial results of the Company, progress on strategic initiatives, personal achievement, and benchmarked compensation data for similarly situated executives, among other factors, and makes compensation determinations for the year. In 2020, the Compensation Committee first met in February and considered the Company’s Merger that was anticipated to close in the second quarter of the year and the potential for changes in roles and responsibilities that may result from a transformational transaction. As a result, the Compensation Committee limited its actions in February to:

•Approved performance metrics for annual short-term incentive awards for only the first half of 2020, based on the Company’s operating plan for fiscal 2020, with the intention to revisit the metrics for the second half of 2020 at a later time to take into account the Merger;

•Approved annual grants of equity awards under the Company’s 2018 Plan to eligible employees other than executive officers, with the shares subject to such awards determined based on the closing price per share of the Company’s common stock on the date of grant, which was $25.77; and

•Approved an increase in base salary for Ms. Wright and Mr. Raza, in consideration of progress made in advancing the Company’s strategic objectives, the time and attention devoted to the negotiation and execution of the Merger agreements, internal pay equity and their compensation relative to the market; but delayed the determination of any other compensation changes for our NEOs until the time of the closing of the Merger on June 3, 2020.

March 2020 – Voluntary Salary Reductions. In March 2020, demand for our products and services sharply declined due to the COVID-19 pandemic and the failure of OPEC and other major oil producers to agree on production cuts. Management acted quickly to take proactive measures designed to maintain profitability and strong free cash flow despite the challenging market environment, and our executives, including all of our NEOs,

voluntarily elected to reduce their base salary for the remainder of 2020. See “Elements of Our Executive Compensation Program – Base Salary” below.

May 2020 – Additional Voluntary Salary Reductions. Market conditions continued to deteriorate as a resul

SEC Form DEF 14A filed by ChampionX Corporation