Filed by the Registrant ☑ | | | Filed by a Party other than the Registrant ☐ |
☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
☑ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2024. |
2. | Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2023 (Say-on-Pay vote) as disclosed in the proxy statement. |
3. | Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2024, and ending on December 31, 2024. |
• | Presentation of the management report by the Board of Directors and the reports of the independent auditor of the Company in relation to the annual accounts and the consolidated financial statements of the Company for the financial year that ended on December 31, 2023. |
2024 Proxy Statement | Orion S.A. | i |
4. | Approval of the annual accounts of the Company for the financial year that ended on December 31, 2023. |
5. | Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2023. |
6. | Allocation of results of the financial year that ended on December 31, 2023, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,546,266.05. |
7. | Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2023. |
8. | Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year that ended on December 31, 2023. |
9. | Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2024. |
10. | Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2024. |
ii | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | iii |
• | Convening Notice of the Annual General Meeting of Shareholders |
• | Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (as amended) |
• | Proxy Card for the Annual General Meeting of Shareholders |
• | Annual Report on Form 10-K for the financial year that ended on December 31, 2023 |
• | Annual Accounts based on Luxembourg law for the financial year that ended on December 31, 2023 |
• | Consolidated Financial Statements based on Luxembourg law and Independent Auditor’s Report as of December 31, 2023 |
iv | Orion S.A. | 2024 Proxy Statement |
| NUMBER | | | DESCRIPTION | |
| 1 | | | Election of the nine director nominees each for a term ending on the date of the Annual General Meeting of Shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2024. | |
| The Board recommends that you vote “FOR” the election of each of the nine director nominees. | | |||
| 2 | | | Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2023 (Say-on-Pay vote) as disclosed in the Proxy Statement. | |
| The Board recommends that you vote “FOR” the approval of the named executive officers’ compensation. | | |||
| 3 | | | Approval of the compensation paid to the Board of Directors of the Company for the period commencing on January 1, 2024, and ending on December 31, 2024. | |
| The Board recommends that you vote “FOR” the approval of the compensation paid to the Board of Directors of the Company for the period commencing on January 1, 2024, and ending on December 31, 2024. | |
2024 Proxy Statement | Orion S.A. | 1 |
| NUMBER | | | DESCRIPTION | |
| 4 | | | Approval of the annual accounts of the Company for the financial year that ended on December 31, 2023. | |
| The Board recommends that you vote “FOR” the approval of the annual accounts of the Company for the financial year that ended on December 31, 2023. | | |||
| 5 | | | Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2023. | |
| The Board recommends that you vote “FOR” the approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2023. | | |||
| 6 | | | Allocation of results of the financial year that ended on December 31, 2023, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,546,266.05. | |
| The Board recommends that you vote “FOR” the proposed allocation of results of the financial year that ended on December 31, 2023, and the approval of the interim dividends declared. | | |||
| 7 | | | Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2023. | |
| The Board recommends that you vote “FOR” the discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2023. | | |||
| 8 | | | Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2023. | |
| The Board recommends that you vote “FOR” the discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé during the financial year that ended on December 31, 2023. | | |||
| 9 | | | Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2024. | |
| The Board recommends that you vote “FOR” the appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2024. | | |||
| 10 | | | Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2024. | |
| The Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2024. | |
2 | Orion S.A. | 2024 Proxy Statement |
• | vote in person—we will provide a ballot to shareholders who attend the Annual General Meeting and wish to vote in person |
• | vote by telephone in advance of the Annual General Meeting |
• | vote by traditional mail—if you request a paper proxy card, complete, sign and date the proxy card then follow the instructions on the proxy card |
• | vote via the Internet—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website |
2024 Proxy Statement | Orion S.A. | 3 |
• | View the Company’s proxy materials for the Annual General Meeting |
• | Instruct the Company to send future proxy materials to you by e-mail |
4 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 5 |
6 | Orion S.A. | 2024 Proxy Statement |
Board member since August 2018 | CURRENT DIRECTOR | U.S. CITIZEN |
Kerry A. Galvin, 63 | ||
Ms. Galvin, age 63, has been an attorney for 36 years, including 27 years as in-house counsel. She spent 18 years (1990-2008) at Lyondell Chemical Company, a publicly listed global chemical company in the Fortune 200, including the last eight years as an executive officer and General Counsel. Later, she became an executive officer and General Counsel at Axip Energy Services LP, a privately held oil field services company, from 2010 to 2015. She then served as a consultant to Axip from 2015 through 2016. | ||
Ms. Galvin was a former board member of the American Corporate Counsel Association, and a former board member of the Alumni Association of the University of Michigan and The Georgetown University Board of Regents. | ||
She earned a Bachelor of Science degree in foreign service from Georgetown University and a Juris Doctor from the University of Michigan. | ||
Ms. Galvin brings to the Board over 36 years of experience in managing legal and compliance matters and working extensively in corporate finance, securities law and corporate governance, including advising boards of directors and serving as an executive officer at a public company. Throughout her career, Ms. Galvin gained in-depth experience in ESG related matters. She also managed human resources, compliance, risk management, public relations and government affairs functions. In 2023, Ms. Galvin has participated in a two-day master class on cybersecurity organized by the National Association of Corporate Directors (NACD). |
2024 Proxy Statement | Orion S.A. | 7 |
Q&A: What have you learned about Orion since joining the Board that was unexpected? | ||
“I have discovered how incredibly resilient and compassionate our employees are. How they managed through the COVID pandemic and, particularly for our European employees, the impacts (economic, geopolitical, and social) of the Ukrainian war, has been inspiring to me.” |
Board member since July 2014 | CURRENT DIRECTOR | U.S. CITIZEN |
Paul Huck, 74 | ||
Mr. Huck, age 74, was the Chief Financial Officer of Air Products and Chemicals, a publicly listed global industrial gas and chemicals company, from 2004 until his retirement in 2013, where he oversaw finance, IT, planning, shared services and corporate risk. | ||
Prior to being Air Products and Chemicals’ CFO, he served as their Corporate Controller from 1994 until 2004. Mr. Huck joined Air Products and Chemicals in 1979 as a Financial Analyst and held various positions, including Manager of Project Control, Controller of the equipment division, Controller of the chemicals group, and Controller of the environmental and energy systems group. Before joining Air Products and Chemicals, Mr. Huck served as an officer in the U.S. Navy. | ||
Since his retirement in 2013, Mr. Huck served on the Boards of AdvanSix, Inc. and NewPage Corporation. He also served on various non-profit boards. Mr. Huck is a member of the board of directors of St. Luke’s University Hospital Network in Bethlehem, Pennsylvania until 2023. | ||
Mr. Huck holds a Bachelor of Science degree in mathematics from the United States Naval Academy and a Master of Business Administration (MBA) degree from the Johnson Graduate School of Management at Cornell University. | ||
Mr. Huck brings to the Board over 30 years of leadership, financial and accounting experience in the chemicals industry, as well as extensive experience with regulated industries, operations as well as ESG matters. Mr. Huck is a financial expert and has been an executive officer at a public company. In this role, he was also responsible for cyber security and has gained experience in this field. | ||
Q&A: Which Board activity over the past year stands out to you? | ||
“I believe it is the Board's increased focus on cybersecurity. We have moved to have the Audit Committee review and progress at every regular audit committee meeting with a report back to the Board at its next meeting. Also, the head of cybersecurity comes forward to the full Board to give an overview of our progress and future plans each year. We have also ingrained the use of the NIST framework for the evaluation of our cybersecurity progress and prioritizing our plans.” |
8 | Orion S.A. | 2024 Proxy Statement |
Board member since July 2020 | CURRENT DIRECTOR | U.S. CITIZEN |
Mary Lindsey, 68 | ||
Ms. Lindsey, age 68, served as Chief Financial Officer of Commercial Metals Company, a publicly listed global manufacturer and recycler of steel and other metals, from 2016 until her retirement in 2019. | ||
Ms. Lindsey joined the Commercial Metals Company in 2009 as Vice President, Tax. She was appointed Vice President, Tax and Investor Relations in 2015, Vice President and Chief Financial Officer in 2016 and Senior Vice President and Chief Financial Officer in 2017. Previously, Ms. Lindsey spent twenty years at The Timken Company starting as a Corporate Attorney and then moving into various roles, including business strategy, until her promotion to Vice President, Tax and Tax Counsel before departing in 2005. | ||
Ms. Lindsey currently serves as a director and chair of the Audit Committee of Lindsay Corporation, a provider of water management and road infrastructure products and services and as a director and chair of the Audit Committee of Methode Electronics, Inc. (NYSE: MEI), a global developer of custom engineered and application specific products. | ||
Ms. Lindsey has a Bachelor of Arts degree in Russian and Political Science from the State University of New York, a Juris Doctor degree from the State University of New York at Buffalo, as well as a Master of Law (LL.M.) degree in Taxation from Case Western University. | ||
Ms. Lindsey brings to the Board extensive experience in financial, accounting and tax matters and she is a financial expert and served as an executive officer at a public company. Ms. Lindsey has earned a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University in 2023. | ||
Q&A: Which Board activity over the past year stands out to you? | ||
“As a relatively new Board member I learned a tremendous amount about the company from visiting the Kalscheuren facility. This is the largest manufacturing facility of the company and also the center of its R&D function. I was impressed with the striking array of technology and research activities which the company conducts to continue to provide innovative products and to investigate sustainable solutions to the carbon black industry.” |
Board member since July 2014 | CURRENT DIRECTOR | FRENCH CITIZEN |
Didier Miraton, 65 | ||
Mr. Miraton, age 65, is currently a professor in the MBA program at the Collège des Ingénieurs (CDI) in Paris, France. He also is a member of the supervisory board of the French private company Thea Holding and is the appointed president of the consulting firm La Combe SAS since 2016. Mr. Miraton also holds supervisory board membership positions at five French start-up companies, Khéoos since 2022, Biotyfood since 2021, Glowbl since 2020, TrustInSoft since 2019 and Cardiorenal since 2018. | ||
From 2007 to 2011, Mr. Miraton served as Managing Partner of Michelin, the second largest publicly listed global tire manufacturer. Previously, as member of the Michelin Group Executive Council, he acted as president of Michelin’s worldwide Research & Technology group and as the supervisor of the Group’s industrial policy. | ||
From 2012 to 2013, Mr. Miraton was appointed as CEO of Pierre Fabre, a French multinational pharmaceutical and cosmetics company, and acted as an independent director of Vilmorin Clause & Cie SA from November 2007 until 2015. Mr. Miraton also held the CEO position of Almérys SAS, a French information technology company operating in the health insurance data sphere, from 2013 until 2015. | ||
Mr. Miraton received a civil engineering degree from the École Nationale des Ponts-et-Chaussées. | ||
He brings to the Board a strong experience in the fields of industry, lean manufacturing, research and development, innovation, as well as Information Technology and adds significant experience in the global management of industrial companies. | ||
Q&A: What do you like best about Orion’s Board culture? | ||
“Deep and open-minded debates between Board members and with the executive team for the best of the company.” |
2024 Proxy Statement | Orion S.A. | 9 |
Board member since July 2020 | CURRENT DIRECTOR | U.S. CITIZEN |
Yi Hyon Paik, 68 | ||
Dr. Yi Hyon Paik, age 68, served as President and Chief Strategy Officer of Samsung SDI Company, a publicly listed South Korean producer of lithium-ion batteries and electric materials, from 2014 to 2016. Prior to Samsung SDI, he was the Executive Vice President and Head of the Electronic Materials Business at Samsung Cheil Industries from 2010 to 2013. From 2009 to 2010, Dr. Paik worked at the Dow Chemical Company as its Business Group Vice President and Head of Electronic Materials Business. Before Dow Chemical Company, he served at Rohm and Haas as Business Group Vice President and President of the Electronic Materials Business. | ||
Dr. Paik served as Partner at Asia-IO Partners between 2020 and 2023. He was also a board member of Versum Materials, Inc. from 2016 until the company was acquired by Merck KGaA in 2019. | ||
Dr. Paik earned a Bachelor of Arts and a Master of Science degree in Chemistry from Seoul National University, a Doctor of Philosophy (Ph.D.) degree in Chemistry at the University of Pittsburgh and was a Postdoctoral Fellow at Columbia University. | ||
Dr. Paik brings to the Board extensive leadership experience as an executive officer in multinational companies, the electronic materials industry, and the energy storage industry. He served as an executive officer at a public company and also provides experience in research and development, strategic planning and global business expertise with a deep technical understanding. | ||
Q&A: What do you like best about Orion’s Board culture? | ||
“I think we have a great Board. The diversity of experiences, backgrounds, genders and ethnicities are impressive. From these diversities, we are discussing frankly and respectfully to direct management to the best of the Company.” |
Non-independent Board member since September 2018 | CURRENT DIRECTOR | U.S. CITIZEN |
Corning F. Painter, 61 | ||
Mr. Painter, age 61, became the CEO of Orion S.A. Group in September 2018. He is responsible for setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture. | ||
Prior to joining Orion, Mr. Painter was the Executive Vice President for the Industrial Gases division at Air Products and Chemicals, a publicly listed global industrial gas company, from 2014 until 2018. From 2013 to 2014, he served as Air Products and Chemicals' Senior Vice Present of Merchant Gases. Mr. Painter joined Air Products and Chemicals in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement and safety). He was based overseas in Asia and Europe for ten years. | ||
Mr. Painter has served on numerous non-profit boards. He is a Certified Professional Engineer and holds a Bachelor of Science degree in chemical engineering from Carnegie Mellon University. | ||
Mr. Painter brings to the board in-depth knowledge of the Company and extensive executive officer experience in the global chemicals industry. He has financial expertise and has participated in a two-day master class on cybersecurity organized by the National Association of Corporate Directors (NACD) in 2023. | ||
Q&A: What do you like best about Orion’s Board culture? | ||
“One of the things I most like about the Orion Board culture is that the Board is open to management presenting ideas and concepts even at an early stage of their development. This often adds significant value given management gains insights from the Board early on and can shape the initial, overall direction of such projects accordingly.” |
10 | Orion S.A. | 2024 Proxy Statement |
Board member since July 2014 | CURRENT DIRECTOR, CHAIRMAN | U.S. CITIZEN |
Dan F. Smith, 78 | ||
Mr. Smith, age 78, served as president of Lyondell Chemical Company, a publicly listed global chemical company, since 1994, and became Lyondell Chemical’s CEO in 1996 as well as chairman of Lyondell Chemical’s board of directors in 2007. Mr. Smith retired in December 2007 as chairman, president and CEO of Lyondell Chemical Company following the acquisition of Lyondell Chemical Company by Basell. | ||
Mr. Smith is currently the chairman of the board of Magnolia Oil & Gas Corporation. Previously, Mr. Smith served as independent director and chairman of the board of Kraton Performance Polymers, Inc., board member of Northern Tier Energy LLC and chairman of the board of Nexeo Solutions, Inc. | ||
Mr. Smith also serves as a member of the College of Engineering Advisory Council at Lamar University. | ||
Mr. Smith earned a Bachelor of Science degree in chemical engineering from Lamar University. He also served in the U.S. Armed Forces. | ||
Mr. Smith brings to the Board more than 40 years of executive leadership, covering operations and finance responsibilities. He has gained financial expertise as well as in-depth knowledge of the chemical and energy industries through various senior executive roles including that of CFO and then CEO of Lyondell Chemical Company. He has extensive board experience, including that of chairman, on both public and private boards. | ||
Q&A: What do you like best about Orion’s Board culture? | ||
“I like the open and frank participation by all the Board members who come well prepared for the meetings. They are collegial and supportive of each other and the management team while challenging each other and the team as appropriate utilizing their extensive experience and knowledge.” |
Board member since July 2014 | CURRENT DIRECTOR | GERMAN CITIZEN |
Hans-Dietrich Winkhaus, 86 | ||
Mr. Winkhaus, age 86, served as CEO of Henkel group, a publicly listed global consumer goods and adhesives company from 1992 to 2000. From 2000 to 2008, he was a member of the Henkel shareholder committee. Mr. Winkhaus spent most of his professional career at Henkel in different finance, marketing and sales functions, nationally and internationally. Before joining Henkel in 1967, he was an assistant at the Banking Institute of the Ludwig Maximilian University in Munich, Germany. | ||
Mr. Winkhaus also served as chairman of the supervisory board of Deutsche Telekom AG from 2000 to 2003 and Schwarz Pharma AG from 1998 to 2007. He was a supervisory board member at BMW AG, Lufthansa AG, ERGO Versicherung AG, Degussa AG and up to September 2019 of Galeria Kaufhof AG. | ||
Mr. Winkhaus is engaged in the CARE organization in Germany and was President of the Institute of the German Economy (Institut der deutschen Wirtschaft) from 2000 to 2007. | ||
He studied Business Administration in Munich and Lausanne, Switzerland, and received a Dr. of Philosophy (Ph.D.) degree from Ludwig Maximilian University, Munich. | ||
Mr. Winkhaus brings to the Board many years of executive leadership as well as financial, marketing and organizational experience. He has significant knowledge of the chemicals industry covering sustainability matters, is a financial expert and has extensive board experience, including that of chairman of a public company. | ||
Q&A: Which Board activity over the past year stands out to you? | ||
“One of the most important events of 2023 was the final Board approval to build a new plant in Texas for our products for the battery industry. It shows Orion's ability to invest in innovative new businesses.” |
2024 Proxy Statement | Orion S.A. | 11 |
Board member since July 2020 | CURRENT DIRECTOR | LUXEMBOURG CITIZEN |
Michel Wurth, 70 | ||
Michel Wurth, age 70, is the chairman of ArcelorMittal Luxembourg and non-independent board member of ArcelorMittal S.A., one of the world’s largest global steel and mining companies. He has served most of his professional career within ArcelorMittal and its predecessor companies, Arcelor and ARBED. Between 2006 and 2014, he was Senior Executive Vice President and member of the Group Management Board of ArcelorMittal, successively in charge of Flat Carbon Steel Europe, Global Automotive, R&D and Long Carbon steel worldwide. He was CFO of Arcelor starting from 2002 to 2006 and occupied different functions at ARBED prior to 2002, in particular CFO and Corporate Secretary. | ||
Mr. Wurth serves as a supervisory board member of SMS Group, Germany. He is also a member of the Council of the Luxembourg Central Bank. He was chairman of the Luxembourg Chamber of Commerce and of Union des Entreprises Luxembourgeoises between 2004 and 2019. | ||
He holds a Master of Science degree in Economics from the London School of Economics, a Master of Science degree in Law from the University of Grenoble, France, and a degree in Political Science from the Institut d’Etudes politiques de Grenoble, France. He holds a Dr. of Laws, Honoris Causa, from Sacred Heart University. | ||
Mr. Wurth brings to the Board many years of experience in senior executive leadership of a publicly listed industrial company. He also provides experience in finance, global business management, sustainability, and strategic planning. | ||
Q&A: Which Board activity over the past year stands out to you? | ||
“The increased focus put by the Board and the sustainability committee on how to master the CO2 and other emission challenges is particularly important for the future of the industry. The world needs carbon black of the highest quality, and it is up to Orion to find ways and technologies to produce and supply it in the most sustainable way. The Board clearly recognizes this and over the past year has taken even further steps to better understand how the Company can make continuous progress in such a direction.” |
12 | Orion S.A. | 2024 Proxy Statement |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE COMPANY’S BOARD OF DIRECTORS. |
2024 Proxy Statement | Orion S.A. | 13 |
• | Strong participation and commitment by all directors documented by 100% Board, committee meeting and working session attendance rate in 2023 |
• | Director plant visits and continued education, e.g. on production technology developments |
• | Risk and strategy oversight (including environmental and social responsibility strategy and progress as well as cyber security) by full Board assisted by Board committees |
• | Regular strategy and progress reviews by Board committee on ESG related matters, including Company’s goals on emissions reductions, and respective reports and discussions by the full Board |
• | Annual election of all directors |
• | Assessment of the advisability of establishing Board tenure or age limitations |
• | Structured orientation process for new directors with continued orientation sessions on matters relevant to the Company, its business plan and risk profile |
• | Thorough annual Board and committee evaluation process led by the Nominating, Sustainability and Governance Committee and General Counsel as well as self-assessment of the Board’s and committees’ effectiveness |
• | Recurring review and amendment (if necessary) of Board committee charters and of the Company’s global compliance policies |
• | Periodic review of material legal and regulatory developments and best practices on committee and Board level |
• | Regular Board review and discussion of CEO succession plan and assessment of senior leadership positions |
• | Regular Board review of CEO performance and succession led by the Compensation Committee |
• | Regular executive sessions of independent directors |
• | Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as Safety and Operations, cybersecurity and ESG |
• | Regular exposure to a broad set of management in Board meetings and discussions |
• | Robust stock ownership guidelines (5x salary for CEO and 5x annual cash retainer for the Board of Directors) |
• | Policies prohibiting hedging, insider trading, short sale and pledging Company stock by directors and employees |
• | Compensation recovery policy (Clawback Policy) for the incentive-based compensation of the CEO, NEOs, and principal accounting officer |
• | Board and committee authority to retain independent advisors |
• | No shareholder rights plan (Poison Pill) |
14 | Orion S.A. | 2024 Proxy Statement |
* | Mr. Tony L. Davis served on the Board from July 1, 2022, and resigned on December 27, 2023, to focus on other commitments and not as a result of any disagreement with the Company. For the purpose of calculating average tenure, we included his term served until resignation. All other Director nominee key facts are as of June 20, 2024. |
2024 Proxy Statement | Orion S.A. | 15 |
• | Personal qualities and characteristics such as integrity and honesty |
• | Adherence to the highest ethical standards, accomplishments, and reputation in the business community |
• | Strong knowledge and experience in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business |
• | Ability and willingness to commit adequate time to Board and committee matters including respective travel commitments |
• | The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company |
• | Diversity of viewpoints, background, experience, and other demographics |
• | Ensuring that a majority of the Board consists of directors who the Board has determined have no material relationship with the Company and who are “independent” under the NYSE Rules |
• | Strong leadership skills and solid business judgment |
• | Commitment to representing the long-term interests of our shareholders |
• | Presiding at all meetings of the Board at which the Chairman and CEO is not present |
• | Presiding at executive sessions of the independent directors |
• | Reviewing and approving meeting agendas, meeting schedules and information sent to the Board |
• | Serving as a liaison between the Chairman and CEO and the independent directors |
• | Having the authority to call meetings of the independent directors |
• | Being available for consultation and direct communication with shareholders, as appropriate |
16 | Orion S.A. | 2024 Proxy Statement |
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• | Promote honest and ethical conduct including the ethical handling of conflicts of interest |
• | Promote full, fair, accurate, timely and transparent disclosure |
• | Promote compliance with applicable laws and governmental rules and regulations, NYSE Rules, accounting standards and Company policies |
• | Deter wrongdoing |
18 | Orion S.A. | 2024 Proxy Statement |
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• | Day of Caring by Orion employees to support the Houston Food Bank |
• | Day of Caring by Orion employees to support the Hutchison County, Texas United Way |
• | Tree planting in Paulinia Brazil during Sustainable Week |
• | Donations of computer accessories and software in Jaslo, Poland to support a non-profit agency focusing children’s learning & development |
• | Orion “Light the Night”: walk and fundraising campaign to support blood cancer research |
• | Fundraising for people impacted by the floods in Ravenna, Italy |
• | Establishment of both a new Emerging Leaders and Leaders of Leaders programs to supplement the Orion Leadership Academy and Site Leader Development programs |
• | Implementation of a new Employee Onboarding program |
• | Succession plan buildout for more than 75% of Orion’s employees whose primary work involves processing and using data vs. adding value through activities like maintenance, operations, and transportation |
• | Investment in a new platform to further enhance Orion’s mentor/mentee program |
• | Training of over 80% of employees, who received 40 or more hours of training in 2023, more than doubling the average training hours as compared to the prior year |
24 | Orion S.A. | 2024 Proxy Statement |
• | Establishment of a global women’s affinity group, EmpowHER |
• | Improvement of female representation, with females representing 29% of all new hires in 2023 (compared to 22% in 2022) and 21% of females in manager roles (compared to 19% in 2022) |
2024 Proxy Statement | Orion S.A. | 25 |
| Director Name: | | | Age | | | Gender | | | Country of Origin | | | Other Public Boards | | | Director Since | | | Audit Committee | | | Compensation Committee | | | Nominating, Sustainability and Governance Committee | | | Executive Committee | | | Committee Meeting Attendance | |
| Tony L. Davis(1) | | | 55 | | | M | | | U.S.A. | | | – | | | July 2022 | | | | | | | | | | | | 100% | | |||
| Kerry A. Galvin | | | 63 | | | F | | | U.S.A. | | | – | | | August 2018 | | | | | | | | C | | | | | | 100% | | |
| Paul Huck Financial Expert | | | 74 | | | M | | | U.S.A. | | | – | | | July 2014 | | | C | | | | | | | | | | | 100% | | |
| Mary Lindsey Financial Expert | | | 68 | | | F | | | U.S.A. | | | 2 | | | July 2020 | | | | | | | | | | | | 100% | | |||
| Didier Miraton | | | 65 | | | M | | | France | | | – | | | July 2014 | | | | | | | | | | | | 100% | | |||
| Yi Hyon Paik | | | 68 | | | M | | | South Korea | | | 1 | | | July 2020 | | | | | | | | | | | | 100% | | |||
| Corning F. Painter Non-Independent | | | 61 | | | M | | | U.S.A. | | | – | | | Sept. 2018 | | | | | | | | | | | | 100% | | |||
| Dan F. Smith Chair of Board of Directors | | | 78 | | | M | | | U.S.A. | | | 1 | | | July 2014 | | | | | C | | | | | C | | | 100% | | ||
| Hans-Dietrich Winkhaus Financial Expert | | | 86 | | | M | | | Germany | | | – | | | July 2014 | | | | | | | | | | | | 100% | | |||
| Michel Wurth | | | 70 | | | M | | | Luxembourg | | | 1 | | | July 2020 | | | | | | | | | | | | 100% | | |||
| Number of 2023 meetings | | | | | | | | | | | | | 8* | | | 4 | | | 4 | | | 0 | | | |
| * Includes working sessions | | | Member | | | | | C Chair | | | | | | |
(1) | Mr. Tony L. Davis joined the Nominating, Sustainability and Governance Committee in July 2022, and served through his resignation from the Board to focus on other commitments and not as a result of any disagreement with the Company, effective December 27, 2023. |
26 | Orion S.A. | 2024 Proxy Statement |
Members | | ||
Our Audit Committee consists of Ms. Galvin, Mr. Huck (serving as chair of the committee), Ms. Lindsey and Mr. Winkhaus. The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NYSE listing standards and applicable law, including Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. In addition, the Board has determined that each current member of the Audit Committee is financially literate under the NYSE listing standards and that Messrs. Huck and Winkhaus as well as Ms. Lindsey qualify as “audit committee financial experts,” as such term is defined in Item 407(d) of Regulation S-K. The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/governance-documents/default.aspx. The duties and responsibilities of the Audit Committee are set forth in its charter. | | |
• | the Company’s accounting and financial reporting processes and the integrity of the Company’s financial statements and Form 10-K and 10-Q filings; |
• | the Company’s compliance with legal and regulatory requirements; |
• | the effectiveness of internal controls over financial reporting including the control environment to address and mitigate information technology and related cybersecurity risks; |
• | financial (including tax) risk exposure and management, including mitigation actions; |
• | the independent auditors’ qualifications and independence; |
• | the performance of the independent auditors and the Company’s internal audit function, and providing to the Company a report in conformity with Item 407(d)(3)(i) of Regulation S-K; and |
• | reporting to the full Board its discussions for considerations and actions when appropriate. |
1. | with respect to the independent auditors, |
(i) | it is responsible for reviewing and making recommendations to the Board with regard to the appointment and the approval of the compensation of the independent auditors and oversight of the work of the independent auditors (including the resolution of any disagreements between management and the independent auditors regarding financial reporting), who shall report directly to the Audit Committee; the appointment of the independent auditors shall be subject to shareholder approval; |
(ii) | to obtain from the independent auditors in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used; |
(iii) | to review and evaluate the qualifications, performance and independence of the lead partner of the independent auditors; |
2. | with respect to the internal auditing department, |
(i) | to review the appointment of the head of the internal auditing department; |
(ii) | to review and approve proposed internal audit plan and make recommendations concerning internal audit projects; and |
(iii) | to review and discuss summaries of the internal auditing department on their work; |
3. | with respect to accounting principles and policies, financial reporting and internal control over financial reporting, |
(i) | to review and discuss with management, the internal auditing department and the independent auditors significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting; |
(ii) | to consider any reports or communications (and management’s and/or the internal audit department’s responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in applicable International Accounting Standards Board, PCAOB or other applicable standards; |
(iii) | the Audit Committee will: |
• | review the Form 10-K and 10-Qs of the Company, and consider whether they are complete, consistent with information known to Audit Committee members, and reflect appropriate accounting principles; and |
2024 Proxy Statement | Orion S.A. | 27 |
(iv) | to meet with management, the independent auditors and, if appropriate, the director of the internal auditing department: |
• | to discuss the scope of the annual audit; |
• | to review and discuss the annual audited financial statements and quarterly financial statements and related reports, including the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | to discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the internal auditing department or the independent auditors, relating to the Company’s financial statements; |
• | to discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management; to discuss any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company; |
• | to review the form of opinion the independent auditors propose to render to the Board and shareholders; and |
• | to discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; |
(v) | to inquire of the Company’s chief executive officer and chief financial officer as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and as to the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; |
(vi) | to discuss guidelines and policies governing the process by which senior management of the Company manages the Company’s exposure to risk, and to discuss the steps management has taken to monitor and control such exposures; |
(vii) | to obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth certain procedures to be followed in any audit of financial statements required under the Exchange Act; |
(viii) | to discuss with the Company’s General Counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements or the Company’s business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies; |
(ix) | to discuss and review the type and presentation of information to be included in earnings press releases; |
(x) | to discuss the types of financial information and earnings guidance provided, and the types of presentations made, to analysts and rating agencies; |
4. | with respect to reporting and recommendations, |
(i) | to review the Audit Committee charter at least annually and recommend any changes to the full Board; |
(ii) | to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate; |
(iii) | to prepare and review with the Board an annual performance evaluation of the Audit Committee, |
(iv) | to institute and oversee special investigations as needed, and to advise management and the Board on the results of any special investigations; |
5. | with respect to IT and cybersecurity risks, |
• | to review the Company’s cybersecurity, information and technology security and data privacy frameworks, policies, programs, opportunities, and risk profile; and the Company’s business continuity and disaster recovery plans and capabilities and the effectiveness of the Company’s respective escalation procedures as well as reporting and making recommendations to the Board on these matters. |
28 | Orion S.A. | 2024 Proxy Statement |
Members | | ||
Our Compensation Committee consists of Messrs. Huck, Miraton and Smith (serving as chair of the committee). Each of the members of our Compensation Committee meets the independence requirements under the NYSE listing standards, qualifying as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code and as a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. | | | |
The Compensation Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/governance-documents/default.aspx. | | | |
The Compensation Committee Has In Particular The Purpose And Direct Responsibility To: | | ||
• the review and approval of corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluation of the CEO’s performance in light of those goals and objectives and in alignment with stockholders’ interests and, either as a committee or together with the other independent directors (as directed by the Board), determination and approval of the CEO’s compensation level based on this evaluation; | | ||
• the review of the performance and approval as a committee of the compensation of the other named executive officers of the Company; | | ||
• recommendation to the Board with respect to cash incentive and equity-based compensation plan designs that are subject to Board approval, the activities of the individuals and committees responsible for administering these plans, and discharge any responsibilities imposed on the Committee by any of these plans; | | ||
• review and approval of any new equity compensation plan or any material change to an existing plan where shareholder approval has not been obtained; | | ||
• oversight of ESG factors and related goals and metrics in executive compensation including human capital management in the areas of employee engagement, retention, recruitment, succession planning, talent and leadership development, corporate culture, diversity, equity and inclusion, as well as health and safety; | | ||
• reporting to the Board on a regular basis, and not less than once per year; | | ||
• prepare and disseminate to the Company an annual written Compensation Committee Report in conformity with Item 407(e)(5) of Regulation S-K. | |
2024 Proxy Statement | Orion S.A. | 29 |
Members | | ||
Our Nominating, Sustainability and Governance Committee consists of Ms. Galvin (serving as chair of the committee) and Messrs. Paik and Wurth as well as Mr. Davis until his resignation effective December 27, 2023. Each of the members of our Nominating, Sustainability and Governance Committee is an independent director under the NYSE listing standards. | | | |
The Nominating, Sustainability and Governance Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/governance-documents/default.aspx. | | ||
The Nominating, Sustainability And Governance Committee Has In Particular The Purpose And Responsibilities To: | | ||
• identifying individuals believed to be qualified to become Board members, consistent with criteria approved by the Board, and selecting, or recommending to the Board, the nominees to stand for election as directors at the Annual General Meeting of shareholders or, if applicable, at a special meeting of shareholders; | | ||
• identifying Board members qualified to fill vacancies on any committee of the Board and recommending to the Board to appoint the identified member or members to the respective committee; | | ||
• reviewing all proposed waivers of the Company’s Code of Conduct and Code of Ethics for Senior Financial Officers (if any); | | ||
• discussing risk management in the context of governance matters, reviewing recent developments in corporate governance practices, published criteria and laws & regulations applicable to the Company, its Board and respective Board committees, and advising the Board on such developments; | | ||
• reviewing at least annually the Board committee charters (Audit Committee, Compensation Committee, the Nominating, Sustainability and Governance Committee, etc.) in light of recent developments in corporate governance practices, laws and regulations and suggest to the Board any amendments to such charters (if any); | | ||
• the Company’s strategy, activities, policies and progress regarding sustainability and other ESG related matters and making recommendations to the Board with the aim to facilitate the Board’s respective discussions and strategic decisions; | | ||
• reviewing the Company’s Sustainability Report; | | ||
• reviewing proxy advisory firm’s or equivalent reviews of the Company’s governance and practices (if any); | | ||
• reviewing and concurring a succession plan to be presented to the Board for approval that includes an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO and addresses the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business; | | ||
• reporting to the Board on a regular basis, and not less than once per year; | | ||
• conducting annual Board and committee effectiveness evaluations and establish procedures for the Nominating, Sustainability and Governance Committee to exercise oversight of the evaluation of the Board. | |
30 | Orion S.A. | 2024 Proxy Statement |
• | The terms of the related party transaction |
• | The related person’s interest in the related party transaction |
• | The purpose and timing of the related party transaction |
• | The nature of the involvement of the Company and its subsidiaries in the related party transaction and whether the Company or its subsidiaries (as applicable) have demonstrable business reasons to enter into the related party transaction |
• | Whether the related party transaction would impair the independence of a director |
• | Whether the related party transaction involves any potential reputational or other risk issues |
• | Any other information the independent committee deems relevant |
2024 Proxy Statement | Orion S.A. | 31 |
| (in Million $) | | | DGW | |
| Trade Receivables | | | 0.4 | |
| Trade Payables | | | 29.9 | |
| Purchases | | | 111.7 | |
| Sales and Revenue | | | 2.5 | |
32 | Orion S.A. | 2024 Proxy Statement |
| Name | | | Age | | | Title | |
| Corning F. Painter | | | 61 | | | Chief Executive Officer | |
| Jeffrey Glajch | | | 61 | | | Chief Financial Officer | |
| Dr. Sandra Niewiem | | | 48 | | | Senior Vice President, Global Specialty Carbon Black and EMEA Region | |
| Pedro Riveros | | | 53 | | | Senior Vice President, Global Rubber Carbon Black and Americas Region | |
| Carlos Quinones | | | 59 | | | Senior Vice President, Global Operations | |
2024 Proxy Statement | Orion S.A. | 33 |
| Name and Address of Beneficial Owner(1) | | | Common Shares Beneficially Owned | | | Percent | |
| 5% Shareholders: | | | | | | ||
| BlackRock, Inc.(2) | | | 4,095,480 | | | 7% | |
| Pzena Investment Management, LLC(3) | | | 3,040,651 | | | 5.2% | |
| T. Rowe Price Investment Management, Inc(4) | | | 2,916,310 | | | 5% | |
| Directors and Executive Officers: | | | | | | ||
| Kerry A. Galvin(6) | | | 46,582 | | | * | |
| Jeff Glajch(5) | | | 56,385 | | | * | |
| Paul Huck(6) | | | 65,186 | | | * | |
| Mary Lindsey(6) | | | 36,868 | | | * | |
| Didier Miraton(6) | | | 35,186 | | | * | |
| Sandra Niewiem(5) | | | 16,488 | | | * | |
| Yi Hyon Paik(6) | | | 26,868 | | | * | |
| Corning F. Painter(5) | | | 778,306 | | | 1.3% | |
| Carlos Quinones(5) | | | 59,414 | | | * | |
| Pedro Riveros(5) | | | 30,929 | | | * | |
| Dan F. Smith(6) | | | 70,186 | | | * | |
| Hans-Dietrich Winkhaus(6) | | | 35,684 | | | * | |
| Michel Wurth(6) | | | 26,868 | | | * | |
| Directors and Executive Officers as a group (13 persons): | | | 1,284,910 | | | 2.2% | |
* | Represents less than 1% of the number of Common Shares outstanding. |
(1) | Beneficial ownership is determined in accordance with SEC rules. The percentage of Common Shares beneficially owned is based on 58,307,933 Common Shares as of April 26, 2024. |
(2) | As reported in a Schedule 13G/A filed on February 6, 2024 by BlackRock, Inc. Pursuant to the Schedule 13G/A, BlackRock, Inc. is a parent holding company or control person organized in Delaware. According to the Schedule 13G/A, the Common Shares were acquired and are held in the ordinary course of business. According to the Schedule 13G/A, the address of the principal office of BlackRock Inc. is 50 Hudson Yards, New York, NY 10001. The number of shares beneficially owned by Blackrock, Inc. with sole voting power amounts to 4,029,483 and the number of shares beneficially owned with sole dispositive power amounts to 4,095,480. |
(3) | As reported in a Schedule 13G filed by Pzena Investment Management, LLC on February 14, 2024. Pursuant to the Schedule 13G, Pzena Investment Management, LLC is a registered investment adviser, organized in Delaware. According to the Schedule 13G, the Common Shares were acquired and are held in the ordinary course of business and the address of the principal office of Pzena Investment Management, LLC is 320 Park Avenue, 8th Floor, New York, NY 10022. The number of shares beneficially owned by Pzena Investment Management, LLC with sole voting power amounts to 2,343,151 and the number of shares beneficially owned with sole dispositive power amounts to 3,040,651. |
(4) | As reported in a Schedule 13G filed by T. Rowe Price Investment Management, Inc. on February 14, 2024. Pursuant to the Schedule 13G, T. Rowe Price is an investment adviser organized in Maryland. According to the Schedule 13G, the Common Shares were acquired in the ordinary course of business and the address of the principal office of T. Rowe Price Investment Management, Inc. is 101 E. Pratt Street, Baltimore, MD 21201. The number of shares beneficially owned by T. Rowe Price Investment Management, Inc. with sole voting power amounts to 1,124,649 and the number of shares beneficially owned with sole dispositive power amounts to 2,916,310. |
(5) | Includes the shares of restricted stock and/or restricted stock units that have vested or will vest, and will be converted to shares with voting rights, on or before June 30, 2024. The RSUs held by the executive officers exclude vested RSUs that have not been converted to shares and do not allow for voting rights. |
(6) | This amount includes 5,250 restricted shares granted to the reporting person on June 8, 2023, that will vest on the day prior to the 2024 Annual General Meeting. |
34 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 35 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE, ON A NON-BINDING ADVISORY BASIS, FOR THE APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION PAID FOR THE YEAR 2023. |
36 | Orion S.A. | 2024 Proxy Statement |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING ON DECEMBER 31, 2024. |
2024 Proxy Statement | Orion S.A. | 37 |
| Executive Summary Highlighting our Performance | | | p.39 | |
| Our Executive Compensation Practices | | | p.41 | |
| How Pay is Tied to Performance | | | p.43 | |
| Compensation Decisions for 2024 | | | p.52 | |
| Compensation Committee Report | | | p.54 | |
| | | Corning F. Painter CEO of Orion | | | | | Jeff Glajch CFO of Orion | | ||
| | | Sandra Niewiem SVP, Global Specialty Carbon Black and EMEA Region of Orion | | | | | Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region of Orion | | ||
| | | Carlos Quinones SVP, Global Operations of Orion | | | | | |
38 | Orion S.A. | 2024 Proxy Statement |
| Name | | | Age | | | Title | |
| Corning F. Painter | | | 61 | | | Chief Executive Officer | |
| Jeff Glajch | | | 61 | | | Chief Financial Officer | |
| Sandra Niewiem | | | 48 | | | Senior Vice President, Global Specialty Carbon Black and EMEA Region | |
| Pedro Riveros | | | 53 | | | Senior Vice President, Global Rubber Carbon Black and Americas Region | |
| Carlos Quinones | | | 59 | | | Senior Vice President, Global Operations | |
• | Achieved record Adjusted EBITDA despite significant economic challenges for our global industry |
• | Reduced net leverage to 2.35 at year-end (down from 2.75 in December 2022) |
• | Repurchased ~$66 million of stock (nearly 5% of outstanding stock) |
• | Reduced debt by $78 million |
• | Opened a greenfield plant in Huaibei, China |
• | Opened a new battery innovation center in Cologne, Germany |
• | Ended the year with four plants now having received the International Sustainability and Carbon Plus Certification (ISCC PLUS) |
• | Commissioned a new air emissions system at our Belpre, Ohio facility, our final of four plants in the United States |
• | Growing our global workforce by 3% year-over-year |
• | Implemented new Emerging Leaders and Leaders of Leaders management development training programs |
• | Continued our strong ESG results by achieving a Platinum medal from EcoVadis and a consecutive B-score from CDP |
• | Successfully executed our critical key strategic projects, once again focusing on ensuring the Company continues to focus on long-term improvement projects with continued emphasis on process improvements, cost reduction, employee training and development, safety and new business opportunities |
• | Paid a dividend to our shareholders |
(1) | Employees: protecting our people; |
(2) | Production: maintaining safe, functioning, productive plants; |
(3) | Customers: Serving our customers’ evolving needs; |
(4) | Liquidity: enhancing our financial flexibility and ensuring we maintain strong financial standing; |
(5) | Supply Chain: maintaining adequate access to raw materials despite often snarled international shipping channels and supply chains; and |
(6) | Community/ESG: supporting the communities in which we are privileged to operate. |
2024 Proxy Statement | Orion S.A. | 39 |
40 | Orion S.A. | 2024 Proxy Statement |
| Our Compensation Practices | | | Our Prohibited Compensation Practices | | ||
| Pay-for-Performance— We align annual and long-term incentive opportunities with our annual operating plan and shareholder interests. | | | No Guaranteed Increases— We do not guarantee salary or other compensation increases for our NEOs. | | ||
| Align Total Compensation with Our Peers— We position the target total direct compensation levels for our NEOs within the range of the median for our peers. | | | No Excessive Perquisites or Special Benefits— Our NEOs are only eligible to participate in benefit plans that are generally available to all our employees, or that are customary benefits for executives within the applicable jurisdiction. | | ||
| At-Risk Compensation— Our incentive-based compensation represents a significant portion of our executives’ compensation by using a combination of lower base salaries and an emphasis on pay-for-performance. | | | No Single-Trigger Vesting Upon a Change-in-Control— No automatic single trigger accelerated vesting of equity in connection with a change-in-control. | | ||
| Annual Review and Discretion— We conduct an annual review of our executive compensation program to ensure it rewards executives for strong performance, aligns with stockholder interests, and retains top talent. Our Compensation Committee has the discretion to set performance-based compensation based on its annual review. | | | No Excessive Severance Benefits— We do not provide for cash severance payments to our U.S. based executives other than for our CEO and CFO. | | ||
| Independent Consultant— We use an independent compensation consultant retained by and reporting directly to the Compensation Committee. | | | No Excise Tax Gross-Ups— We do not provide excise tax gross-up payments. | | ||
| Stock Ownership Guidelines— We have adopted robust stock ownership guidelines for our executive officers: five times base salary for our CEO, three times base salary for our CFO and two times base salary for all other executive officers, including our other NEOs. | | | No Pledging— We prohibit the pledging of the Company’s stock by directors, officers, and employees of the Company while holding material non-public information about the Company or being otherwise not permitted to trade the Company’s stock. | | ||
| Mitigate Undue Risk— We utilize a mix of performance metrics, cap potential payments, provide a three-year vesting period for performance stock awards, and conduct an annual compensation risk assessment analysis each year. | | | No Repricing of Options or TSR targets— We currently do not issue stock options as part of our compensation strategy, and we do not reset TSR benchmarks. | | ||
| Clawback— Incentive-based compensation of our NEOs (including any cash or equity compensation) that is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” is subject to clawback in the event of material financial misstatements, violation of applicable restrictive covenants and engaging in misconduct that triggers a for-cause termination. | | | |
2024 Proxy Statement | Orion S.A. | 41 |
| Program | | | Award Type | | | Objective of Element | | | Description | |
| Base Salary | | | Cash | | | To provide an appropriate base salary mitigating inappropriate risk-taking by providing a fixed, certain and regular level of income. | | | Base salaries are set at market-competitive levels, subject to adjustment for a number of other factors, such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position. | |
| Annual Short-term Incentive (“STI”) Compensation | | | Cash | | | To incentivize and reward performance on key metrics that support the Company’s annual operating plan. Promote pay-for-performance in a competitive way. Generally targeted competitive levels among companies in our peer group based upon achieving specified performance goals. | | | Designed to offer opportunities for cash compensation directly tied to Company performance relative to established performance targets that the Compensation Committee believes create shareholder value. Annual STI payouts range from 0% to 200% of the target bonus for 2023, and are based on actual EBITDA (65%), Safety (5%), Sustainability (5%) and Key Strategic Projects (25%) performance relative to the designated targets. Annual STI awards are generally paid out during the first quarter following the end of the applicable financial year (i.e., the performance period). | |
| Performance- based Restricted Stock Units | | | Equity Performance Stock Units (PSUs) | | | To strengthen alignment with shareholders’ interests and drive continued shareholder value creation, 70% of the awards granted under our long-term incentive (“LTI”) plan are performance-based for all executive officers, including our NEOs. | | | The PSU payout ranges from 0% to 200% of the target number of common shares granted based on actual relative total shareholder return “rTSR” (50%), Return on Capital Employed “ROCE” (25%), Sustainability (12.5%) and Employee Engagement (12.5%) performance measured over the three-year performance period. | |
| Time-based Restricted Stock Units | | | Equity Restricted Stock Units (RSUs) | | | For retention purposes, 30% of the awards granted under our LTI plan are time-based for all executive officers, including our NEOs. | | | RSUs vest one-third on each vesting date, subject to continued employment through the applicable vesting date. For grants issued in 2022 and prior, RSUs are settled in shares after the third and final vesting date. Starting in 2023 and onwards, one-third of the RSUs granted settle in shares on each applicable vesting date. | |
| Retirement and other Employee Benefits | | | | | To provide competitive benefits to protect our employees and their covered dependents’ health and welfare, facilitate strong performance on the job, and enhance productivity. | | | NEOs and other executive officers are eligible to participate in the same benefit programs that are offered to other salaried employees in their respective jurisdictions, including the 401(k) plan matching benefits, car allowances, and participation in health and welfare plans. | |
42 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 43 |
• | A mix of elements so that the compensation mix is not overly focused on either short-term or long-term incentives |
• | Our STI payout is based on financial metrics that are objective and drive long-term shareholder value. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk-taking to achieve short-term results |
• | Our compensation program does not allow for unlimited payments, and annual incentive award caps limit the extent that employees could potentially profit by taking on excessive risk |
• | A significant portion of all senior executives’ (including our NEOs’) LTI awards (70%) is issued as PSUs based on ROCE, rTSR, Sustainability and Employee Engagement performance results measured over a three-year performance period, which are objective and drive long-term shareholder value |
• | Our 2023 PSUs vest based on a three-year performance period which encourages executives to attain sustained performance over several years, rather than performance over a short-term period |
• | We have robust stock ownership guidelines which align the interests of our executive officers with the long-term interests of our shareholders and encourage our executives to execute our strategies for growth in a prudent manner |
• | The demonstrated ability to make timely changes to the executive compensation program as needed |
| Ashland, Inc. | | | HB Fuller Company | | | Minerals Technologies Inc. | |
| Advansix, Inc. | | | Ingevity Corporation | | | Quaker Chemical Corporation | |
| Balchem Corporation | | | Innospec Inc. | | | Sensient Technologies Corporation | |
44 | Orion S.A. | 2024 Proxy Statement |
| Cabot Corporation | | | Koppers Holdings, Inc. | | | The Stepan Co. | |
| Ecovyst, Inc. | | | | | Tronox Holdings PLC | |
• | Market reference data from our compensation peer group |
• | The NEO’s level of responsibility, performance, leadership, tenure and experience |
• | The Company’s overall annual performance |
• | Overall business strategy and business model |
• | The Company’s expected growth trajectory and constraints |
• | Performance against our business tenets and long-term strategy |
• | RTSR and long-term shareholder value |
• | The economic environment |
| Named Executive Officer | | | 2023 Annual Base Salary ($) | | | 2022 Annual Base Salary ($) | | | Percentage Increase | |
| Corning F. Painter | | | 1,045,000 | | | 1,000,000 | | | 4.5% | |
| Jeff Glajch(1) | | | 472,500 | | | 450,000 | | | 5.0% | |
| Sandra Niewiem(2) | | | 377,151 | | | 342,858 | | | 10.0% | |
| Pedro Riveros | | | 408,042 | | | 377,817 | | | 8.0% | |
| Carlos Quinones | | | 380,512 | | | 358,974 | | | 6.0% | |
(1) | Mr. Glajch joined the Company on April 18, 2022, as Chief Financial Officer. His 2022 base salary represents his annualized base salary. |
(2) | Dr. Niewiem’s annual base salary is paid in Euros, which is converted to U.S. Dollars in the table above using the conversion rate at December 29, 2023 (the last trading day in 2023), where 1 Euro = USD 1.106819. Dr. Niewiem’s 10% base salary increase for 2023 included a market adjustment of 5.8% supported by benchmarking from the Compensation Committee’s compensation consultant. |
• | focus executives on key financial and strategic goals that support our annual operating plan |
• | link short-term pay to the Company’s annual performance |
2024 Proxy Statement | Orion S.A. | 45 |
• | put a meaningful portion of compensation at risk based on our financial success |
• | incentivize and motivate executives to achieve our short-term strategic and financial objectives that we believe will drive long-term value creation |
• | provide a competitive level of target annual compensation to attract and retain key talent |
| Name(1) | | | Target 2023 STI Bonus as a Percentage of Base Salary | |
| Corning F. Painter | | | 100% | |
| Jeff Glajch | | | 65% | |
| Sandra Niewiem | | | 60% | |
| Pedro Riveros | | | 60% | |
| Carlos Quinones | | | 60% | |
| Measure | | | Weight | | | Threshold Level (50% Payout) | | | Target Level (100% Payout) | | | Maximum Level (200% Payout) | |
| Adjusted EBITDA | | | 65% | | | $333.0MM | | | $370MM | | | $407MM | |
| Safety | | | 5% | | | OSHA Recordables 3 | | | OSHA Recordables 2 | | | OSHA Recordables 1 | |
| Sustainability | | | 5% | | | EcoVadis Score 63 | | | EcoVadis Score 65 | | | EcoVadis Score 67 | |
46 | Orion S.A. | 2024 Proxy Statement |
| # | | | KPI Description | | | Threshold | | | Target | | | Maximum | |
| 1 | | | 75% of employees receive more than 40 hrs. of training in 2023 | | | 70% | | | 75% | | | 80% | |
| 2 | | | Complete 3 high-value business process improvement projects | | | Complete 2 | | | Complete 3 | | | Complete 5 | |
| 3 | | | Complete global customer survey and identify resulting opportunities by Q3 end | | | Q4 completion | | | Q3 completion | | | Q2 completion | |
| 4 | | | Complete identified preventative maintenance projects step-change projects on key lines per plan | | | 80% completion | | | 100% completion | | | 140% completion | |
| 5 | | | Complete identified key CBO flexibility projects | | | 60% completion | | | 80% completion | | | 100% completion | |
| 6 | | | Complete 3 key packing project initiatives in 2023 per plan | | | One month late + 60-70% reduction in packaging complaint ratio | | | Complete per plan + 71%-80% reduction in packaging complaint ratio | | | One month early + 81% or more reduction in packaging complaint ratio | |
| 7 | | | Achieve 100% of targeted product qualifications by year-end | | | 60% completion | | | 100% completion | | | 140% completion | |
| 8 | | | Complete 6 key commercial launch objectives for new China plant start up per plan | | | 4 objectives | | | 6 objectives | | | 6 objectives by Q3 | |
| 9 | | | Secure customer approvals representing 80% of volume related to a debottlenecking project | | | Complete by Q4 | | | Complete per plan | | | Complete ahead of plan | |
| 10 | | | Complete final EPA project per plan and +/-5% of budget | | | 3 months early and +10% budget | | | Complete per plan | | | 3 months early and +/-5% budget | |
• | The target level of Adjusted EBITDA was established based on our 2023 operating plan. Adjusted EBITDA is defined as income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus earnings in affiliated companies, net of tax |
• | The Safety target was based on improvement over 2020, 2021 and 2022 and reflecting top quartile performance levels for the chemical industry |
• | The target for the Sustainability measure was set at the same level as the 2022 level |
• | The maximum performance levels for Adjusted EBITDA, Safety and Sustainability were set at levels that the Compensation Committee believed to be reasonably attainable but only as the result of exceptional performance |
• | The Safety and Sustainability metrics form a part of the STI bonus payout because they are critical to our success as an organization. The Compensation Committee believes that there is an inherent alignment between the Company’s sustainability agenda and the successful achievement of its strategic and operational goals |
• | The target for key strategic Emerge Stronger projects was 100% completion of the objectives, which corresponded with a payout potential of 0% - 200% |
2024 Proxy Statement | Orion S.A. | 47 |
| Measure | | | Weight | | | Threshold Level (50% Payout) | | | Target Level (100% Payout) | | | Maximum Level (200% Payout) | | | 2023 Actual | | | Payout % | |
| Adjusted EBITDA | | | 65% | | | $333 MM | | | $370 MM | | | $407 MM | | | $332.3MM | | | 0% | |
| Safety | | | 5% | | | OSHA Recordables 3 | | | OSHA Recordables 2 | | | OSHA Recordables 1 | | | OSHA Recordables 6 | | | 0% | |
| Sustainability | | | 5% | | | EcoVadis Score 63 | | | EcoVadis Score 65 | | | EcoVadis Score 67 | | | EcoVadis Score 82 | | | 10% | |
| Total | | | 75% | | | | | | | | | | | 10% | |
| # | | | KPI Description | | | Result | | | Achieved | | | Payout | |
| 1 | | | 75% of employees receive more than 40 hrs. of training in 2023 | | | 80.8% | | | Maximum | | | 200% | |
| 2 | | | Complete 3 high-value business process improvement projects | | | Completed 7 | | | Maximum | | | 200% | |
| 3 | | | Complete global customer survey and identify resulting opportunities by Q3 end. | | | Completed in Q2 | | | Maximum | | | 200% | |
| 4 | | | Complete identified preventative maintenance step-change projects on key lines per plan | | | Miss | | | Below Threshold | | | 0% | |
| 5 | | | Complete identified key CBO flexibility projects | | | 4 projects completed | | | Target | | | 100% | |
| 6 | | | Complete 3 key packing project initiatives in 2023 per plan | | | Miss | | | Below Threshold | | | 0% | |
| 7 | | | Achieve 100% of targeted product qualifications by year-end | | | Complete per plan | | | Target | | | 100% | |
| 8 | | | Complete 6 key commercial launch objectives for new China plant start up per plan | | | Miss | | | Below Threshold | | | 0% | |
| 9 | | | Secure customer approvals representing 80% of volume related to a debottlenecking project | | | Complete per plan | | | Target | | | 100% | |
| 10 | | | Complete final EPA project per plan and +/-5% of budget | | | Complete per plan | | | Target | | | 100% | |
| | | Average Payout | | | | | | | 100% | |
48 | Orion S.A. | 2024 Proxy Statement |
| Name | | | Title | | | Target STI Bonus as Percentage of Base Salary | | | Actual 2023 STI Plan Payout ($) | | | Percentage of Annual Base Salary on December 31, 2023 | |
| Corning F. Painter | | | CEO | | | 100% | | | 365,760 | | | 35.0% | |
| Jeff Glajch | | | CFO | | | 65% | | | 107,494 | | | 22.8 % | |
| Sandra Niewiem(1) | | | SVP, Global Specialty Carbon Black and EMEA Region | | | 60% | | | 79,200 | | | 21.0% | |
| Pedro Riveros | | | SVP, Global Rubber Carbon Black and Americas Region | | | 60% | | | 85,689 | | | 21.0% | |
| Carlos Quinones | | | SVP, Global Operations | | | 60% | | | 79,908 | | | 21.0% | |
(1) | Dr. Niewiem’s bonus is paid in Euros and has been converted to U.S. Dollars using the December 29, 2023 (last trading day in 2023), exchange rate of USD 1.106819. |
| Name | | | Title | | | Target | | | Target $ | | | 70% PSUs # | | | 30% RSUs # | |
| Corning F. Painter | | | CEO | | | 3.5x base salary | | | 3,657,500 | | | 152,260 | | | 65,254 | |
| Jeff Glajch | | | CFO | | | 1.5x base salary | | | 708,750 | | | 29,505 | | | 12,645 | |
| Sandra Niewiem | | | SVP, Global Specialty Carbon Black and EMEA Region | | | 0.75x base salary | | | 260,705 | | | 10,853 | | | 4,651 | |
| Pedro Riveros | | | SVP, Global Rubber Carbon Black and Americas Region | | | 0.75x base salary | | | 306,032 | | | 12,740 | | | 5,460 | |
| Carlos Quinones | | | SVP, Global Operations | | | 0.75x base salary | | | 285,384 | | | 11,880 | | | 5,092 | |
2024 Proxy Statement | Orion S.A. | 49 |
• | 50% is based on Relative Total Shareholder Return (rTSR) measured over the last quarter of the three-year performance period and the last quarter of the preceding year of the three-year performance period as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index for the same three- year period |
• | 25% is based on Return on Capital Employed (ROCE) |
• | 12.5% is based on Sustainability |
• | 12.5% is based on Employee Engagement |
| Name | | | 2021 Target RSUs Granted(2) | | | 1/3rd Vesting on each Anniversary Date in 2021, 2022 and 2023(2) | |
| Corning F. Painter | | | 56,176 | | | 18,725 | |
| Jeff Glajch(1) | | | N/A | | | 0 | |
| Sandra Niewiem | | | 2,646 | | | 882 | |
| Pedro Riveros | | | 3,480 | | | 1,160 | |
| Carlos Quinones | | | 3,219 | | | 1,073 | |
(1) | Mr. Glajch was not employed with the Company in 2021. |
(2) | Rounded up to whole shares. |
50 | Orion S.A. | 2024 Proxy Statement |
| Name | | | 2021 PSU Total Target Number of Units Awarded | | | 2021 PSU Total Actual Earned rTSR (50% weight) | | | 2021 PSU Total Actual Earned ROCE (25% weight) | | | 2021 PSU Total Actual Earned Sustainability (12.5% weight) | | | 2021 PSU Total Actual Earned Employee Engagement (12.5% weight) | | | 2021 PSU Total Actual Number of Units Earned | |
| Corning F. Painter | | | 131,078 | | | 131,078 | | | 32,996 | | | 32,770 | | | 29,257 | | | 226,101 | |
| Jeff Glajch(1) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | |
| Sandra Niewiem | | | 6,173 | | | 6,173 | | | 1,554 | | | 1,544 | | | 1,378 | | | 10,649 | |
| Pedro Riveros | | | 8,120 | | | 8,120 | | | 2,044 | | | 2,030 | | | 1,812 | | | 14,006 | |
| Carlos Quinones | | | 7,511 | | | 7,511 | | | 1,891 | | | 1,879 | | | 1,675 | | | 12,956 | |
(1) | Mr. Glajch was not with the Company in 2021. |
| rTSR Actual Performance for the Three-Year Performance Period Applied to the 2021 PSU Award | | |||
| Orion rTSR | | | 51.92% | |
| Index Average rTSR(1) | | | 14.18% | |
| Threshold Payout at 50% (15 percentage points below Index Average) | | | -0.82% | |
| Target Payout at 100% (100% of Index Average) | | | 14.18% | |
| Maximum Payout at 200% (30 percentage points above Index Average rTSR) | | | 44.18% | |
| Actual Payout rTSR Performance Measure | | | 200% | |
(1) | The average TSR percentage results for the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index. |
| ROCE Actual Achievement and Payout for the Three-Year Performance Period(1) | | |||
| Orion Average ROCE | | | 16.23% | |
| Threshold Payout at 50% | | | 13.77% | |
| Target Payout at 100% | | | 16.20% | |
| Maximum Payout at 200% | | | 21.06% | |
| Actual Payout ROCE Performance Measure | | | 100.69% | |
(1) | ROCE is calculated by the average of the total Adjusted Earnings Before Interest and Taxes for 2021, 2022 and 2023 divided by the total capital employed during the applicable performance period. |
| Sustainability Actual Performance for the Three-Year Performance Period Applied to the 2021 PSU Award | | |||
| Orion Sustainability Percentile Ranking | | | 99th | |
| Threshold Payout at 50% | | | 80th | |
| Target Payout at 100% | | | 90th | |
| Maximum Payout at 200% | | | 95th | |
| Actual Payout Sustainability Performance Measure | | | 200% | |
| Employee Engagement Actual Performance for the Three-Year Performance Period Applied to the 2021 PSU Award | | |||
| Orion Employee Engagement score | | | 55% | |
| Threshold Payout at 50% | | | 43% | |
| Target Payout at 100% | | | 45% | |
| Maximum Payout at 200% | | | 58% | |
| Actual Payout Employee Engagement Performance Measure | | | 178.57% | |
2024 Proxy Statement | Orion S.A. | 51 |
| Name | | | 2024 Merit Increase(2) | | | 2024 Market Adjustment | | | Total 2024 Adjustment | | | 2024 Base Salary $ | | | 2024 STI Target % of Base Salary | | | 2024 LTI Target % of Base Salary | |
| Corning F. Painter | | | 4.50% | | | 0.76% | | | 5.26% | | | 1,100,000 | | | 100% | | | 350% | |
| Jeff Glajch | | | 4.50% | | | 0.63% | | | 5.13% | | | 496,739 | | | 65% | | | 150% | |
| Sandra Niewiem(1) | | | 4.540% | | | 0.50% | | | 5.00% | | | 396,001 | | | 60% | | | 100% | |
| Pedro Riveros | | | 4.50% | | | 1.50% | | | 6.00% | | | 432,525 | | | 60% | | | 100% | |
| Carlos Quinones | | | 4.50% | | | 0.59% | | | 5.09% | | | 399,861 | | | 60% | | | 75% | |
(1) | Dr. Niewiem’s salary is paid in Euros and has been converted to U.S. Dollars using the December 29, 2023 (last trading day in 2023) exchange rate of USD 1.106819. |
(2) | Merit increase budgets are set by country depending on prevailing wage inflation. |
52 | Orion S.A. | 2024 Proxy Statement |
| Stock Ownership Guidelines | | |||
| Chief Executive Officer | | | 5X Base Salary | |
| Chief Financial Officer | | | 3X Base Salary | |
| All Other Named Executive Officers | | | 2X Base Salary | |
| Director | | | 5X Annual Cash Retainer | |
2024 Proxy Statement | Orion S.A. | 53 |
• | if the Company restates its financial statements materially downward |
• | the executive violates any non-competition, non- solicitation and confidentiality restrictions to which he or she is subject to |
• | the executive’s employment is terminated for cause |
54 | Orion S.A. | 2024 Proxy Statement |
| Name and Principal Position | | | Year | | | Base Salary ($) | | | Bonus(1) ($) | | | Stock Awards(2) ($) | | | Non-Equity Incentive Compensation Plan(3) ($) | | | All Other Compensation(5) ($) | | | Total ($) | |
| Corning F. Painter Chief Executive Officer | | | 2023 | | | 1,045,000 | | | — | | | 6,157,673 | | | 365,750 | | | 16,816 | | | 7,585,239 | |
| 2022 | | | 1,000,000 | | | — | | | 2,745,091 | | | 930,000 | | | 15,506 | | | 4,690,597 | | |||
| 2021 | | | 955,500 | | | — | | | 3,603,048 | | | 1,326,234 | | | 14,500 | | | 5,899,282 | | |||
| Jeff Glajch Chief Financial Officer | | | 2023 | | | 472,500 | | | — | | | 1,193,238 | | | 107,494 | | | 16,816 | | | 1,790,048 | |
| 2022 | | | 320,192 | | | — | | | 755,262 | | | 193,556 | | | 112,203 | | | 1,381,213 | | |||
| Sandra Niewiem(4) SVP, Global Specialty Carbon Black and EMEA Region | | | 2023 | | | 377,151 | | | — | | | 438,908 | | | 79,202 | | | 87,775 | | | 983,036 | |
| 2022 | | | 330,687 | | | — | | | 138,958 | | | 153,769 | | | 57,785 | | | 681,199 | | |||
| 2021 | | | 305,512 | | | — | | | 169,690 | | | 212,025 | | | 46,352 | | | 733,580 | | |||
| Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region | | | 2023 | | | 408,042 | | | 75,000 | | | 515,230 | | | 85,689 | | | 16,816 | | | 1,100,777 | |
| 2022 | | | 377,817 | | | 50,000 | | | 148,214 | | | 175,685 | | | 15,506 | | | 767,222 | | |||
| 2021 | | | 353,100 | | | — | | | 223,201 | | | 245,051 | | | 14,500 | | | 835,853 | | |||
| Carlos Quinones SVP, Global Operations | | | 2023 | | | 380,512 | | | — | | | 480,464 | | | 79,908 | | | 16,816 | | | 957,700 | |
| 2022 | | | 358,975 | | | — | | | 140,812 | | | 166,923 | | | 15,506 | | | 682,216 | | |||
| 2021 | | | 326,340 | | | — | | | 206,461 | | | 226,480 | | | 14,500 | | | 773,781 | |
(1) | The amounts included in this column for Mr. Riveros include recognition awards of $75,000 in 2023 and $50,000 in 2022, each paid in cash, to reward him for his contribution to a significant project that materially impacted Orion’s profitability. |
(2) | Reflects the fair market value of target RSUs and PSUs at grant date. The grant date fair value of these awards was calculated in accordance with FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”) which, for PSUS, is based on the probable outcome of the performance conditions. See Note M to our consolidated financial statements included in our Annual Report on Form 10-K for the period ending December 31, 2023. regarding assumptions underlying valuations of equity awards. The value for each PSU award, granted under the LTI plan, as of the grant date, assuming the maximum level of performance, is as follows: $4,462,374, $3,736,227 and $5,134,325 for Mr. Painter for 2023, 2022 and 2021, respectively; $864,721 and $479,849 for 2023 and 2022, respectively, for Mr. Glajch; $318,075, $189,068 and $240,796 for Dr. Niewiem for 2023, 2022 and 2021, respectively; $373,379, $201,668 and $318,060 for Mr. Riveros for 2023, 2022 and 2021, respectively; and $348,174, $191,592 and $294,206 for Mr. Quinones for 2023, 2022 and 2021, respectively. Mr. Glajch was not an employee of the Company in the years prior to 2022. |
(3) | Represents the annual cash incentive award earned by December 31, 2023 in respect of the 2023 performance year under our STI Plan and paid in calendar year 2024. |
(4) | Dr. Niewiem’s salary is paid in Euros and has been converted to U.S. Dollars using the December 29, 2023 (last trading day in 2023) exchange rate of USD 1.106819. |
(5) | Amounts in this column represent the following benefits available to our NEOs, including relocation, matching benefits to 401(k) contributions and office stipends. |
2024 Proxy Statement | Orion S.A. | 55 |
| Name and Principal Position | | | Year | | | Retirement Contributions ($) | | | Car Lease ($) | | | Office Stipend(1) | | | Relocation(2) ($) | | | Total ($) | |
| Corning F. Painter Chief Executive Officer | | | 2023 | | | 16,500 | | | — | | | 316 | | | — | | | 16,816 | |
| 2022 | | | 15,250 | | | — | | | 256 | | | — | | | 15,506 | | |||
| 2021 | | | 14,500 | | | — | | | — | | | — | | | 14,500 | | |||
| Jeff Glajch Chief Financial Officer | | | 2023 | | | 16,500 | | | — | | | 316 | | | | | 16,816 | | |
| 2022 | | | 15,250 | | | — | | | 256 | | | 96,699 | | | 112,203 | | |||
| Sandra Niewiem(3)(4) SVP, Global Specialty Carbon Black and EMEA Region | | | 2023 | | | 73,942 | | | 13,834 | | | — | | | — | | | 87,775 | |
| 2022 | | | 50,696 | | | 7,089 | | | — | | | — | | | 57,785 | | |||
| 2021 | | | 39,917 | | | 6,434 | | | — | | | — | | | 46,352 | | |||
| Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region | | | 2023 | | | 16,500 | | | — | | | 316 | | | — | | | 16,816 | |
| 2022 | | | 15,250 | | | — | | | 256 | | | — | | | 15,506 | | |||
| 2021 | | | 14,500 | | | — | | | — | | | — | | | 14,500 | | |||
| Carlos Quinones SVP, Global Operations | | | 2023 | | | 16,500 | | | — | | | 316 | | | — | | | 16,816 | |
| 2022 | | | 15,250 | | | — | | | 256 | | | — | | | 15,506 | | |||
| 2021 | | | 14,500 | | | — | | | — | | | — | | | 14,500 | |
(1) | The amounts in this column represent a home/hybrid office stipend paid in 2022 to all employees based in our Spring, Texas office. |
(2) | The amounts in this column represent relocation costs in connection with Mr. Glajch’s business-related relocation in 2022 to Houston, Texas, which are consistent with the Company’s standard Relocation Policy offered to all employees who receive a relocation package. |
(3) | Dr. Niewiem’s retirement contribution amount reflects ordinary contributions to the defined contribution plan generally maintained for our employees in Germany. |
(4) | Dr. Niewiem’s benefits as disclosed in this table are paid in Euros and have been converted to U.S. Dollars using the December 29, 2023 (last trading day in 2023) exchange rate of USD 1.106819. |
56 | Orion S.A. | 2024 Proxy Statement |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | | | Grant Date Fair Value of Stock Awards(4) ($) | | ||||||||||||||||
| | | Grant Date | | | Approval Date | | | Type of Award | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||
| Corning F. Painter | | | | | | | STI | | | 522,500 | | | 1,045,000 | | | 2,090,000 | | | | | | | | | | | | |||||||
| 06/07/2023 | | | 3/8/2023 | | | PSU | | | | | | | | | 76,130 | | | 152,260 | | | 304,520 | | | | | 4,462,374 | | |||||||
| 06/06/2023 | | | 3/8/2023 | | | RSU | | | | | | | | | | | 65,254 | | | | | | | 1,695,299 | | |||||||||
| Jeff Glajch | | | | | | | STI | | | 153,563 | | | 307,125 | | | 614,250 | | | | | | | | | | | | |||||||
| 06/07/2023 | | | 3/8/2023 | | | PSU | | | | | | | | | 14,753 | | | 29,605 | | | 59,010 | | | | | 864,721 | | |||||||
| 06/06/2023 | | | 3/8/2023 | | | RSU | | | | | | | | | | | 12,646 | | | | | | | 328,517 | | |||||||||
| Sandra Niewiem | | | | | | | STI | | | 113,145 | | | 226,290 | | | 452,581 | | | | | | | | | | | | |||||||
| 06/07/2023 | | | 3/8/2023 | | | PSU | | | | | | | | | 5,427 | | | 10,583 | | | 21,706 | | | | | 318,075 | | |||||||
| 06/06/2023 | | | 3/8/2023 | | | RSU | | | | | | | | | | | 4,651 | | | | | | | 120,833 | | |||||||||
| Pedro Riveros | | | | | | | STI | | | 122,413 | | | 244,825 | | | 489,650 | | | | | | | | | | | | |||||||
| 06/07/2023 | | | 3/8/2023 | | | PSU | | | | | | | | | 6,370 | | | 12,740 | | | 25,480 | | | | | 373,379 | | |||||||
| 06/06/2023 | | | 3/8/2023 | | | RSU | | | | | | | | | | | 5,460 | | | | | | | 141,851 | | |||||||||
| Carlos Quinones | | | | | | | STI | | | 114,154 | | | 228,307 | | | 456,614 | | | | | | | | | | | | |||||||
| 06/07/2023 | | | 3/8/2023 | | | PSU | | | | | | | | | 5,940 | | | 11,880 | | | 23,760 | | | | | 348,174 | | |||||||
| 06/06/2023 | | | 3/8/2023 | | | RSU | | | | | | | | | | | 5,092 | | | | | | | 132,290 | |
(1) | Actual non-equity incentive plan payouts for 2023 are discussed in the section “2023 Compensation for NEOs”. |
(2) | PSU equity awards granted in 2023 have a three-year cliff vesting upon achievement of established performance metrics. |
(3) | RSUs granted on June 6, 2023, are scheduled to vest 1/3rd on January 1, 2024, January 1, 2025, and January 1, 2026. |
(4) | Represents the grant date fair value of stock awards as computed in accordance with FASB ASC 718. |
2024 Proxy Statement | Orion S.A. | 57 |
| Name | | | Grant Date | | | Number of Shares or Units of Stock That Have Not Vested(2) (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | |
| Corning F. Painter | | | 6/6/2023 | | | 43,503 | | | 1,206,338 | | | 304,520 | | | 8,444,340 | |
| 10/27//2022 | | | 56,361 | | | 1,562,891 | | | 263,300 | | | 7,301,309 | | |||
| Jeff Glajch(1) | | | 6/6/2023 | | | 8,430 | | | 233,764 | | | 59,010 | | | 1,636,347 | |
| 5/13/2022 | | | 23,420 | | | 649,437 | | | — | | | — | | |||
| 10/27/2022 | | | 7,246 | | | 200,932 | | | 33,816 | | | 937,718 | | |||
| Sandra Niewiem | | | 6/6/2023 | | | 3,101 | | | 85,991 | | | 21,706 | | | 601,907 | |
| 10/27/2022 | | | 2,855 | | | 79,169 | | | 13,324 | | | 369,475 | | |||
| Pedro Riveros | | | 6/6/2023 | | | 3,640 | | | 100,937 | | | 25,480 | | | 706,560 | |
| 10/27/2022 | | | 3,045 | | | 84,438 | | | 14,212 | | | 394,099 | | |||
| Carlos Quinones | | | 6/6/2023 | | | 3,395 | | | 94,134 | | | 23,760 | | | 658,865 | |
| 10/27/2022 | | | 2,893 | | | 80,223 | | | 13,502 | | | 374,410 | |
(1) | Mr. Glajch received a sign-on RSU grant on May 13, 2022, that vests on a 3-year cliff basis from his April 18, 2022 date of hire. |
(2) | These RSUs reflect the time-based portion of the 2023 and 2022 LTI Plan. The RSUs generally vest in equal annual installments over three years with vesting commencing on January 1 of the year following the grant date. The 2022 RSUs will be settled in Common Shares at the end of the three-year period. The 2023 RSUs will vest 1/3rd on January 1, 2024, January 1, 2025, and January 1, 2026. |
(3) | The value of RSUs that have not vested is based on the closing stock price of $ 27.73 per Common Share on December 29, 2023, which was the last trading day of 2023. |
(4) | Values in this column represent the number of PSUs at maximum award value of 200% for each NEO for the 2022 and 2023 LTIP. The PSUs will be settled in Common Shares. The performance period for the 2022 PSUs is from January 1, 2022, to December 31, 2024 and for the 2023 PSUs from January 1, 2023 to December 31, 2025. |
(5) | The value of PSUs at maximum award value that have not vested is based on the closing stock price of $27.73 per Common Share on December 29, 2023, which was the last trading day of 2023. |
58 | Orion S.A. | 2024 Proxy Statement |
| | | | | | | Option Awards | | | Stock Awards | | |||||||||
| Name | | | Title | | | Year | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) | |
| Corning F. Painter | | | CEO | | | 2023 | | | — | | | — | | | 304,028 | | | 8,430,696 | |
| Jeff Glajch | | | CFO | | | 2023 | | | — | | | — | | | — | | | — | |
| Sandra Niewiem | | | SVP, Global Specialty Carbon Black and EMEA Region | | | 2023 | | | — | | | — | | | 14,844 | | | 411,637 | |
| Pedro Riveros | | | SVP, Global Rubber Carbon Black and Americas Region | | | 2023 | | | — | | | — | | | 19,307 | | | 535,383 | |
| Carlos Quinones | | | SVP, Global Operations | | | 2023 | | | — | | | — | | | 17,872 | | | 495,604 | |
(1) | Represents the number of RSUs that vested and were delivered for the financial year 2023 and the number of PSUs granted in 2021 that vested and delivered for the measurement period ending on December 31, 2023. For Mr. Painter, 77,927 RSUs and 226,101 PSUs vested. For Mr. Glajch, 4,215 RSUs vested but will be delivered and thus acquired after the third and final vesting on January 2025, and zero PSUs vested. For Dr. Niewiem, 4,196 RSUs and 10,648 PSUs vested. For Mr. Riveros, 5,300 RSUs and 14,007 PSUs vested. For Mr. Quinones, 4,916 RSUs and 12,956 PSUs vested. |
(2) | Represents the pre-tax value realized on RSUs that vested and were delivered for the financial year 2023, computed by multiplying the number of shares acquired on vesting by the closing price of our common stock on the vesting date or the preceding trading date if the market was closed on the vesting date. This value also represents the value realized on the 2021 PSUs that vested at the end of the three-year performance period on December 31, 2023, computed by multiplying the product of the target number of the 2021 PSUs granted and the PSU metric payout percentage of 172.5% (i.e. the number of earned common stock) by the closing price of common stock on December 29, 2023 (last trading day in 2023). The value realized on the 2021 PSUs for each of our NEOs is as follows: Mr. Painter, $7,283,243, Mr. Glajch, $0 as he was not with the company at the time of the grant in 2021, Dr. Niewiem, $295,281, Mr. Riveros, $388,414, Mr. Quinones, $359,283. |
2024 Proxy Statement | Orion S.A. | 59 |
| Name | | | Reason for Employment Termination | | | Estimated Value of Cash Severance Payments ($) | | | Health Benefits(3) ($) | | | Estimated Value of PSU Acceleration(4) ($) | | | Estimated Value of RSU Acceleration ($) | | | Total ($) | |
| Corning F. Painter(1) | | | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | | | 2,090,000 | | | 17,543 | | | 3,839,255 | | | — | | | 5,946,798 | |
| Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | | | 6,270,000 | | | 52,629 | | | — | | | — | | | 6,322,629 | | |||
| Death or Disability | | | 2,000,000 | | | — | | | 3,839,255 | | | — | | | 5,839,255 | | |||
| Jeff Glajch(2) | | | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | | | 779,625 | | | — | | | 584,133 | | | — | | | 1,363,758 | |
| Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | | | 1,559,250 | | | — | | | — | | | — | | | 1,559,250 | | |||
| Death or Disability | | | — | | | — | | | 584,133 | | | | | 584,133 | | ||||
| Sandra Niewiem(5) | | | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | | | — | | | — | | | 223,089 | | | — | | | 223,089 | |
| Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | | | — | | | — | | | — | | | — | | | — | | |||
| Death or Disability | | | — | | | — | | | 223,089 | | | — | | | 223,089 | | |||
| Pedro Riveros | | | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | | | — | | | — | | | 388,414 | | | | | 388,414 | | |
| Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | | | — | | | — | | | — | | | — | | | — | | |||
| Death or Disability | | | — | | | — | | | 388,414 | | | | | 388,414 | | ||||
| Carlos Quinones | | | Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC) | | | — | | | — | | | 234,140 | | | | | 234,140 | | |
| Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control | | | — | | | — | | | — | | | — | | | — | | |||
| Death or Disability | | | — | | | — | | | 234,140 | | | | | 234,140 | |
(1) | Mr. Painter is entitled to cash severance payments per his employment agreement. Absent a change in control, Mr. Painter is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. In the event such termination occurs within one year following a change in control, the severance is enhanced to three times his base salary plus target bonus. |
(2) | Mr. Glajch is entitled to cash severance payments per his offer letter. Mr. Glajch is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. In the event such termination occurs within one year following a change in control, the severance is enhanced to two times the sum of his base salary plus target bonus. |
(3) | This amount reflects the estimated cost of continued health care benefits for a period of one year if such termination occurs in the absence of a change in control, and three years if such termination occurs within one year following a change in control. |
(4) | PSUs vest based on achievement of adjusted performance targets through the date of termination which has been assumed to be target level for purposes of this disclosure and the amount shown is the value of the accelerated vesting of PSUs on a prorated basis with the numerator being the number of months passed since the vesting commencement date and the denominator being 36. The value is based on the closing stock price of our Common Shares on the NYSE of $27.73 on December 29, 2023, the last trading day of 2023. Such acceleration is also triggered in the event that the termination is due to the executive’s disability or death. |
(5) | Dr. Niewiem is not entitled to any fixed severance but if she were to be terminated by the Company without cause, she may be eligible to receive severance in accordance with German law, which is typically negotiated at the time of termination and is dependent on the specific facts and circumstances at the time of departure. |
60 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 61 |
62 | Orion S.A. | 2024 Proxy Statement |
• | 2023 annualized base salary |
• | 2023 STI Compensation paid in 2024 |
• | 2023 target PSUs granted |
• | 2023 target RSUs granted |
• | 2023 all other compensation, including relocation, retirement plan contributions, office stipends and assignment allowances as applicable |
• | the median of the annualized total compensation of all employees of the Company (other than our CEO), was $71,874; and the annual total compensation of our CEO, as reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement, was $7,585,239. |
• | Based on this information, the ratio of the annual total compensation of Mr. Painter, our CEO, to the median of the annual total compensation of all employees was 106 to 1. |
2024 Proxy Statement | Orion S.A. | 63 |
| | | | | | | | | | | Value of $100 Initial Fixed Investment | | | | | | ||||||||||
| Year | | | Summary Compensation Table Total for PEO(1) $ | | | Compensation Actually Paid to PEO(2) $ | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) $ | | | Average Compensation Actually Paid to Non-PEO NEOs(4) $ | | | Company Total Shareholder Return(5) $ | | | Total Average Shareholder Return of S&P Small-Cap 600 & S&P Small-Cap Chemicals Indices(6) $ | | | Net Income ($ millions)(7) $ | | | Adjusted EBITDA ($ millions)(8) $ | |
| 2023 | | | | | | | | | | | | | | | | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | |
(1) | The dollar amounts reported in this column are the amounts of total compensation reported for |
(2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to Mr. Painter’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |
| Year | | | PEO Year End Fair Value of Equity Awards $ | | | PEO Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $ | | | PEO Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year $ | | | PEO Total Equity Award Adjustments $ | |
| 2023 | | | | | | | | | | ||||
| 2022 | | | | | | | | | | ||||
| 2021 | | | | | ( | | | | | | |||
| 2020 | | | | | ( | | | ( | | | |
(3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group excluding Mr. Painter in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs excluding Mr. Painter included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Glajch, Riveros and Quinoes and Dr. Niewiem; for 2022, Messrs. Glajch, Hrivnak, Riveros, Quinones and Dr. Niewiem; and for (ii) for 2021, Messrs. Hrivnak, Riveros, Quinones, Crenshaw and Dr. Niewiem. |
(4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group excluding Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to the average total compensation for the NEOs as a group excluding Mr. Painter for each year to determine the compensation actually paid, using the same methodology described above in Note 2. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards. |
| Year | | | non-PEO Year End Fair Value of Equity Awards ($) | | | non-PEO Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | non-PEO Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | non-PEO Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | non-PEO Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | non-PEO Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | non-PEO Total Equity Award Adjustments ($) | |
| 2023 | | | | | | | | | | | | | | | | |||||||
| 2022 | | | | | | | | | ( | | | | | | | | ||||||
| 2021 | | | | | ( | | | | | | | ( | | | | | | |||||
| 2020 | | | | | ( | | | | | ( | | | | | | | |
(5) | Cumulative TSR, as reported in this column, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
(6) | Represents the total average shareholder return of the S&P Small-Cap 600 Index and S&P Small-Cap Chemicals Index. The peer group used for this purpose is consistent with the peer group indicated in the Performance Graph in our Annual Report and Form 10-K for the year ended December 31,2023 filed with the SEC on February 13, 2024. |
(7) | The dollar amounts reported in this column represent the amount of net income reflected in our audited financial statements for the applicable year as reported in our respective Annual Reports on Form 10-K. |
(8) | “ |
64 | Orion S.A. | 2024 Proxy Statement |
| | | Fiscal Year 2023 | | |
| Restricted Stock Units | | | | |
| Stock Price | | | $ | |
| Performance Share Units | | | | |
| Financial Metric Multiplier | | | | |
| TSR Realized Performance (Percentile) | | | | |
| Volatility | | | | |
| Risk-Free Interest Rate | | | |
2024 Proxy Statement | Orion S.A. | 65 |
• |
• |
• |
• |
• |
• |
• |
66 | Orion S.A. | 2024 Proxy Statement |
| Name | | | Fees Earned in Cash(1) ($) | | | Stock Awards(2)(3) ($) | | | Total ($) | |
| Kerry Galvin | | | 130,000 | | | 137,500 | | | 267,500 | |
| Paul Huck | | | 132,000 | | | 137,500 | | | 269,500 | |
| Mary Lindsey | | | 110,000 | | | 137,500 | | | 247,500 | |
| Didier Miraton | | | 107,000 | | | 137,500 | | | 244,500 | |
| Yi Hyon Paik | | | 105,000 | | | 137,500 | | | 242,500 | |
| Dan F. Smith | | | 230,000 | | | 137,500 | | | 367,500 | |
| Hans-Dietrich Winkhaus | | | 110,000 | | | 137,500 | | | 247,500 | |
| Michel Wurth(4) | | | 105,000 | | | 137,500 | | | 242,500 | |
| Anthony L. Davis(5) | | | 105,000 | | | — | | | 105,000 | |
(1) | Amounts earned during the financial year 2023 are shown. |
(2) | The amounts shown reflect the July 1, 2023, grant date fair value of restricted shares of stock granted to our directors for services performed in 2023/2024, determined in accordance with FASB ASC 718. See note M. Stock-Based Compensation to our consolidated financial statements included in our 2023 Annual Report on Form 10-K regarding assumptions underlying valuations of equity awards. |
(3) | On July 1, 2023, each non-executive director was granted 5,250 shares of restricted stock units, valued at $137,500 on July 1, 2023, which was based on the respective shareholder resolution resolved in the 2023 Annual General Meeting, for director services for 2023/2024 which vest on the day prior to the 2024 Annual General Meeting (vesting date). The grants automatically become fully vested subject to the directors’ service as a member of the Board of Directors through the vesting date. |
(4) | Mr. Wurth is a Luxembourg resident, and his fees for the first three quarters of 2023 are subject to a 16% VAT (which equals EUR 11,692 for the year 2023). |
(5) | Mr. Davis resigned from the Board effective December 27, 2023. Consequently, he earned director cash compensation until his resignation date. He forfeited his 2023 stock awards granted in the value of $137,500 upon his resignation from the Board. |
• | each non-executive director received a cash retainer of $100,000 and restricted Common Shares of the Company in the value of $137,500 at the time of issuance, whereby the Common Shares shall only become fully vested if the director serves the full term she/he was appointed for; |
• | the non-executive chairman of the Board received an additional retainer of $105,000; |
• | the chairman of the Audit Committee of the Board received an additional retainer of $25,000; |
• | the chairman of the Compensation Committee of the Board received an additional retainer of $25,000; |
• | the chairman of the Nominating, Sustainability and Governance Committee of the Board received an additional retainer of $20,000; and |
• | each non-chairing, non-executive member of the following Board committees received an additional cash retainer as follows: for Audit Committee members received an additional cash retainer of $10,000, for Compensation Committee members received an additional cash retainer of $7,000, and the Nominating, Sustainability and Governance Committee members received an additional cash retainer of $5,000. |
2024 Proxy Statement | Orion S.A. | 67 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2023. |
68 | Orion S.A. | 2024 Proxy Statement |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2023. |
2024 Proxy Statement | Orion S.A. | 69 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ALLOCATION OF RESULTS OF THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2023, AND APPROVAL OF THE INTERIM DIVIDENDS. |
70 | Orion S.A. | 2024 Proxy Statement |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY. |
2024 Proxy Statement | Orion S.A. | 71 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE INDEPENDENT AUDITOR OF THE COMPANY. |
72 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 73 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG, LUXEMBOURG, SOCIÉTÉ ANONYME—CABINET DE REVISION AGRÉÉ, AS THE COMPANY’S INDEPENDENT AUDITOR. |
74 | Orion S.A. | 2024 Proxy Statement |
| ($ in thousands) | | | 2023 ($) | | | 2022 ($) | |
| Audit Fees(1) | | | 3,349 | | | 3,102 | |
| Audit-Related Fees | | | — | | | — | |
| Tax Fees | | | — | | | — | |
| All Other Fees | | | — | | | — | |
| Total | | | 3,349 | | | 3,102 | |
(1) | Audit Fees include the annual audit and services related to the review of quarterly financial information. |
2024 Proxy Statement | Orion S.A. | 75 |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
76 | Orion S.A. | 2024 Proxy Statement |
2024 Proxy Statement | Orion S.A. | 77 |
| Net income | | | 103.5 | |
| Add back income tax expense | | | 60.3 | |
| Add back earnings in affiliated companies, net of tax | | | (0.5) | |
| Income before earnings in affiliated companies and income taxes | | | 163.3 | |
| Add back interest and other financial expense, net | | | 50.9 | |
| Add back reclassification of actuarial gain from AOCI | | | (8.9) | |
| Income from operations | | | 205.3 | |
| Add back depreciation of property, plant and equipment and amortization of intangible assets and right of use assets | | | 113.0 | |
| EBITDA | | | 318.3 | |
| Equity in earnings of affiliated companies, net of tax | | | 0.5 | |
| Long-term incentive plan | | | 15.4 | |
| Environmental reserve | | | (2.2) | |
| Other adjustments | | | 0.3 | |
| Adjusted EBITDA | | | 332.3 | |
| Specialty Carbon Black Adjusted EBITDA | | | 110.7 | |
| Rubber Carbon Black Adjusted EBITDA | | | 221.6 | |
78 | Orion S.A. | 2024 Proxy Statement |