Proxy Statement (SEC Filing - DEF 14A)

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No fee required.

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

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Valleybrooke Corporate Center

300 Lindenwood Drive

Malvern, Pennsylvania 19355-1740

2021 PROXY STATEMENT

Valleybrooke Corporate Center

300 Lindenwood Drive

Malvern, Pennsylvania 19355-1740

•

To elect the four Class I director nominees specifically named in the proxy statement, each to serve for a term of three years.

•

To hold an advisory vote on the compensation paid by the Company to its named executive officers (the 'say-on-pay proposal').

•

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.

•

To consider any other business properly brought before the Annual Meeting.

2021 PROXY STATEMENT

Page

Number

INTRODUCTION

1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

2

BOARD OF DIRECTORS

6

Proposal 1 Election of Directors

6

Director Compensation

11

CORPORATE GOVERNANCE

13

Board Meetings and Executive Sessions

13

Committees and Committee Composition

13

Compensation Committee Interlocks and Insider Participation

15

Our Board's Role in Risk Oversight

15

Policy Against Hedging of Stock

15

Board Independence

15

Diversity and Board Expertise

16

Board and Committee Annual Performance Reviews

16

Director Nominations

16

Board Leadership Structure

17

Classified Board Structure

17

Succession Planning

17

Majority Voting Guidelines

17

Policies Relating to Directors and Service

17

Communications with Directors

18

Code of Conduct

18

Online Availability of Information

18

EXECUTIVE OFFICERS

19

STOCKHOLDER INFORMATION

21

Stock Ownership

21

Transactions with Related Persons

23

EXECUTIVE COMPENSATION

24

Report of the Compensation Committee

24

Compensation Discussion and Analysis

24

Corporate Governance and Best Practices

25

Executive Compensation Program Philosophy and Overview

26

Compensation Decision Making Process

27

Compensation Consultant; Review of Relevant Compensation Data

27

Compensation Peer Group Data and Pay Mix

28

Elements of Compensation in 2020

28

2021 PQIP Metrics

32

Grants in 2020

32

Grants in 2021

33

Other Elements of Compensation

34

2020 Summary Compensation Table

37

2020 Grants of Plan-Based Awards

39

2020 Outstanding Equity Awards at Fiscal Year End

40

2021 PROXY STATEMENT

Page

Number

Option Exercises and Stock Vested in 2020

42

Potential Payments Upon Termination or Change in Control

43

Amended and Restated Severance Plan of PQ Corporation

44

CEO Pay Ratio

46

Equity Compensation Plan Information

47

PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

48

AUDIT COMMITTEE MATTERS

49

Audit Committee Report

49

Audit and Other Fees

50

PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

50

OTHER INFORMATION

51

2021 PROXY STATEMENT

1.

To elect the four Class I director nominees specifically named in this Proxy Statement, each to serve for a term of three years (Proposal 1).

2.

To hold an advisory vote on the compensation paid by the Company to its named executive officers (the 'say-on-pay proposal') (Proposal 2).

3.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 (Proposal 3).

4.

To consider any other business properly brought before the Annual Meeting.

2021 PROXY STATEMENT

1

•

the election of the four Class I director nominees specifically named in this Proxy Statement, each to serve for a term of three years;

•

an advisory vote on the say-on-pay proposal; and

•

the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021.

2

2021 PROXY STATEMENT

•

By attending the Annual Meeting Online. During the Annual Meeting, you may vote online by following the instructions at http://www.virtualshareholdermeeting.com/PQG2021. Have your proxy card or voting instruction form available when you access the virtual meeting webpage.

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Online. You may vote by proxy by visiting www.proxyvote.com and entering the control number found on your proxy card. The availability of online voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares.

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Phone. You may vote by proxy by calling the toll free number found on your proxy card. The availability of phone voting may depend on the voting procedures of the broker, bank or other nominee that holds your shares.

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Mail. You may vote by proxy by filling out your proxy card and returning it in the envelope provided.

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By Attending the Annual Meeting Online. You may revoke your proxy and change your vote by attending the Annual Meeting online and voting electronically during the meeting. However, your attendance online at the Annual Meeting will not automatically revoke your proxy unless you properly vote electronically during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to PQ's Secretary at 300 Lindenwood Drive, Malvern, Pennsylvania 19355.

•

Online. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.

•

Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.

2021 PROXY STATEMENT

3

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Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card received prior to the Annual Meeting will be counted.

•

indicate when voting online or by phone that you wish to vote as recommended by the Board; or

•

sign and return a proxy card without giving specific instructions,

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The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 (Proposal 3).

•

Election of directors (Proposal 1); and

•

Advisory vote on the say-on-pay proposal (Proposal 2).

4

2021 PROXY STATEMENT

2021 PROXY STATEMENT

5

Name

Age

Position

Class

Belgacem Chariag

58

Chairman, President and CEO

Class I

Greg Brenneman

59

Director

Class I

Jonny Ginns

47

Director

Class I

Kyle Vann

73

Director

Class I

Robert Coxon

73

Director

Class II

Mark McFadden

43

Director

Class II

Susan F. Ward

60

Director

Class II

Christopher Behrens

60

Director

Class II

Martin Craighead

61

Director

Class III

Andrew Currie

65

Director

Class III

Timothy Walsh

57

Lead Independent Director

Class III

6

2021 PROXY STATEMENT

BELGACEM CHARIAG

Age: 58

Chairman, President and Chief Executive Officer

Belgacem Chariag became a director and our President and Chief Executive Officer in August 2018 and became our Chairman in December 2019. He most recently served as Chief Global Operations Officer at Baker Hughes, a GE Company, where he headed the operations of the global entity after Baker Hughes' merger with GE Oil & Gas, until January 2018. Prior to that, Mr. Chariag served as President, Global Operations as well as President, Global Products and Services for Baker Hughes. He also previously served as President of Baker Hughes Eastern Hemisphere Operations. Prior to joining Baker Hughes in 2009, and for 20 years, Mr. Chariag held a variety of leadership and management roles for Schlumberger, including serving as Vice President of Health, Safety, Environment, and Security. Mr. Chariag was elected to serve as a member of the Board due to his extensive management and leadership experience.

GREG BRENNEMAN Age: 59

Independent Director

Greg Brenneman has served on our Board since 2014. Mr. Brenneman is the Executive Chairman of CCMP Capital Advisors LP ('CCMP') and is a member of the firm's Investment Committee. Prior to joining CCMP in October 2008, Mr. Brenneman served as the Chief Executive Officer of QCE Holdings LLC ('Quiznos'), a U.S. quick service restaurant chain, from January 2007 until September 2008 and as the President of Quiznos from January 2007 until November 2007. He also served as the Executive Chairman from 2008 to 2009. Prior to joining Quiznos, Mr. Brenneman was the Chairman and Chief Executive Officer of Burger King Corporation from 2004 to 2006. Prior to joining Burger King, Mr. Brenneman was named the President and Chief Executive Officer of PwC Consulting in June 2002. Mr. Brenneman joined Continental Airlines in 1995 as the President and Chief Operating Officer and as a member of its board of directors. In 1994, Mr. Brenneman founded Turnworks, Inc., his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Mr. Brenneman was a Vice President for Bain and Company. Mr. Brenneman currently serves on the boards of directors of The Home Depot, Inc. and Baker Hughes, a GE Company. Mr. Brenneman previously served on the boards of directors of Milacron Holdings Corp. from 2012 until 2017. Because of his leadership experience, over 20 years of business experience and extensive experience serving as a public company director, we believe Mr. Brenneman is well qualified to serve on our Board.

JONNY GINNS

Age: 47

Independent Director

Jonny Ginns has served on our Board since 2010. Mr. Ginns joined INEOS in 2006 as the Group General Counsel, having worked as an external lawyer for a number of years before that. He has experience across a wide range of fields, including mergers & acquisitions, disposals, joint ventures, litigation, finance and employee benefits, and acts as a director for a number of INEOS entities. Because of his significant core business skills, including financial and strategic planning, we believe Mr. Ginns is well qualified to serve on our Board.

2021 PROXY STATEMENT

7

KYLE VANN

Age: 73

Independent Director

Kyle Vann has served on our Board since 2014. Mr. Vann has provided consulting services to Entergy Corporation since 2005. He served for 25 years in various senior leadership positions at Koch Industries, including as the Chief Executive Officer of Entergy-Koch LP, a joint venture between Koch Industries and Entergy Corporation. Before joining Koch Industries, Mr. Vann worked at Humble Oil and Refining Company (which later became part of Exxon) as a refinery engineer. Mr. Vann currently serves on the board of directors of EnLink Midstream, LLC. From 2006 to 2019, he served on the boards of EnLink Midstream Partners LP. and Legacy Reserves LP. Because of his extensive experience in exploration and production, midstream, energy services and trading, we believe Mr. Vann is well qualified to serve on our Board.

ROBERT COXON

Age: 73

Independent Director

Robert Coxon has served on our Board since 2007. Mr. Coxon was previously a Senior Advisor to The Carlyle Group, assisting buyout teams in Europe, the United States, the Middle East and Asia until 2013. In that role, he advised Carlyle in making and managing investments in the chemicals sector and was based in London. Prior to joining Carlyle, Mr. Coxon was the Senior Vice President of ICI and the Chief Executive Officer of Synetix, a leading global catalyst company. From 2003 until 2017, Mr. Coxon served as the Chairman of the UK Center for Process Innovation, an international research center in printable electronics, bio-processing and low carbon energy. Because of his extensive experience in the chemicals sector, we believe Mr. Coxon is well qualified to serve on our Board.

MARK MCFADDEN

Age: 43

Independent Director

Mark McFadden has served on our Board since 2016. Mr. McFadden is a Managing Director of CCMP and member of its Investment Committee. At CCMP, Mr. McFadden focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. McFadden was with J.P. Morgan Partners, LLC between 2002 and 2006. Prior to that, Mr. McFadden was an investment banking analyst at Credit Suisse First Boston and Bowles Hollowell Conner. From 2012 until 2018, Mr. McFadden served on the board of Milacron Holdings Corp. Because of his extensive experience in the industrial sector and his significant experience in, and knowledge of, corporate finance and strategic development, we believe Mr. McFadden is well qualified to serve on our Board.

8

2021 PROXY STATEMENT

SUSAN F. WARD

Age: 60

Independent Director

Susan F. Ward has served on our Board since 2020. A respected accounting professional, Ms. Ward spent 27 years serving in a variety of roles at United Parcel Service, Inc., most recently as its Chief Accounting Officer from 2015 until her retirement in 2019. Prior to her tenure at UPS, Ms. Ward spent 10 years at Ernst & Young in Assurance Services. Ms. Ward has served on the board of Saia, Inc. since 2019 and currently serves as the chairperson of its Audit Committee. She was elected to serve as a member of the Company's Board of Directors as a result of her years of experience as a senior financial executive of a multi-national business, as well as her public accounting experience.

CHRISTOPHER BEHRENS

Age: 60

Independent Director

Christopher Behrens has served on our Board since 2019. Mr. Behrens is a Senior Advisor at CCMP and from August 2006 until December 2019 he was a Managing Director and member of the firm's Investment Committee. Mr. Behrens has extensive experience investing in a number of industries, including the energy, industrial and distribution sectors. Prior to joining CCMP upon its formation in August 2006, Mr. Behrens was with J.P. Morgan Partners, LLC and its predecessors from 1988 until 2006. Prior to that, he was in the Investment Banking group of The Chase Manhattan Corporation. Mr. Behrens previously served as a member of the board of directors of Chaparral Energy, Inc. from 2010 until 2017 and as a member of our Board from 2014 until 2017. Because of his past service on our Board and his extensive experience in the energy, industrial and distribution sectors, we believe Mr. Behrens is well qualified to serve on our Board.

2021 PROXY STATEMENT

9

MARTIN CRAIGHEAD Age: 61 Independent Director

Martin Craighead has served on our Board since 2017. Mr. Craighead served as the Chief Executive Officer of Baker Hughes Incorporated, a supplier of oilfield services, from 2012 to 2017. He has also served as Chairman of the board of directors of Baker Hughes Incorporated from 2013 to 2017 and was a member of their board of directors from 2011 until 2017. From 2017 until May 2019, Mr. Craighead served on the board of Baker Hughes, a GE company, following the combination of Baker Hughes with GE's oil and gas business. Mr. Craighead currently serves on the boards of directors of Texas Instruments Inc., where he is a member of its Compensation Committee, and Emerson Electric Company, where he is a member of its Compensation and Corporate Governance and Nominating Committees. He first joined Baker Hughes Incorporated in 1986 and was its Chief Operating Officer from 2009 to 2012 and Group President of drilling and evaluation from 2007 to 2009. He also served as President of INTEQ from 2005 to 2007 and President of Baker Atlas from February 2005 to August 2005. Because of his industry expertise in the energy sector and extensive management experience, we believe Mr. Craighead is well qualified to serve on our Board.

ANDREW CURRIE

Age: 65

Independent Director

Andrew Currie has served on our Board since 2008. Mr. Currie has been a director of INEOS Group, an affiliate of INEOS Limited ('INEOS'), since 1999, a partner of INEOS since 2000 and a director of INEOS AG since March 2010 when the ownership of the INEOS business was transferred to Switzerland. He was previously a Managing Director of Laporte Performance Chemicals, having served as a director of the Inspec Group from 1994 until the Laporte acquisition of Inspec in 1998. Mr. Currie spent the first 15 years of his career with BP Chemicals in various technical and business management functions. Because of his experience in the chemicals sector and his significant core business skills, including financial and strategic planning, we believe Mr. Currie is well qualified to serve on our Board.

TIMOTHY WALSH

Age: 57

Lead Independent Director

Timothy Walsh has served on our Board since 2014. Mr. Walsh is the President and Chief Executive Officer of CCMP and is a member of the firm's Investment Committee. Mr. Walsh focuses on making investments in the industrial sector. Prior to joining CCMP upon its formation in August 2006, Mr. Walsh was with J.P. Morgan Partners, LLC and its predecessors from 1993 until 2006. Prior to that, Mr. Walsh worked on various industry-focused client teams within The Chase Manhattan Corporation. Mr. Walsh previously served on the boards of directors of Milacron Holdings Corp. from 2012 until 2019 and Generac Holdings Inc. from 2006 until 2016. Because of his knowledge of the industrial sector and his extensive experience in business and finance, we believe Mr. Walsh is well qualified to serve on our Board.

10

2021 PROXY STATEMENT

•

Each eligible non-employee director receives an annual cash retainer of $50,000.

•

The chairperson of the audit committee receives an additional annual cash retainer of $20,000.

•

The chairperson of each other committee, to the extent eligible for compensation under the policy, receives an additional annual cash retainer of $15,000.

•

Each eligible non-employee director receives an annual equity grant in the form of restricted stock units with a grant date fair value of $200,000. The terms of each such award are set forth in an award agreement between each director and us, which generally provides for vesting after one year of continued service as a director or upon an earlier occurrence of a change in control.

2021 PROXY STATEMENT

11

Name

Ownership Requirement

Ownership⁽¹⁾

Robert Coxon

$625,000

2.08x

Martin S. Craighead

$625,000

1.40x

Kyle Vann

$625,000

2.63x

Susan F. Ward⁽²⁾

$625,000

0.30x

(1)

In accordance with our stock ownership guidelines, ownership amounts have been determined based on a share price of $12.72, which is the average closing price of our Common Stock on the New York Stock Exchange over the 90-day trading period prior to December 31, 2020.

(2)

Ms. Ward joined our Board on June 1, 2020.

Name

Fees Earned

or Paid

in Cash

($)⁽¹⁾

Stock

Awards

($)⁽²⁾⁽³⁾

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

Total

($)

Christopher Behrens

-

-

-

-

-

Greg Brenneman

-

-

-

-

-

Robert Coxon

65,000

199,993

-

-

264,993

Martin S. Craighead

50,000

199,993

-

-

249,993

Andy Currie

-

-

-

-

-

Jonny Ginns

-

-

-

-

-

Mark McFadden

-

-

-

-

-

Kimberly Ross⁽⁴⁾

​29,167

199,993⁽⁴⁾

-

-

​229,160⁽⁴⁾

Kyle Vann

50,000

199,993

-

-

249,993

Susan F. Ward⁽⁵⁾

40,833

183,334

-

-

224,167

Timothy Walsh

-

-

-

-

-

(1)

Mr. Coxon and Ms. Ross received an additional annual retainer for their services as committee chairs. Mr. Coxon served as the chair of the Health, Safety and Environment Committee, and Ms. Ross served as chair of the Audit Committee until her resignation from the Board effective on May 31, 2020.

(2)

As required by SEC rules, amounts shown present the aggregate grant date fair value of restricted stock unit awards granted to our non-employee directors during 2020, calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 22 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2020.

(3)

As of December 31, 2020, Mr. Coxon held 25,476 outstanding unvested restricted shares subject to performance vesting; and the following directors held outstanding unvested restricted stock units: Mr. Coxon, 12,008, Mr. Craighead, 12,008, Mr. Vann, 12,008 and Ms. Ward, 14,533. The Board declared a special cash dividend on December 14, 2020. Pursuant to Section 4.5 of the 2017 Plan, the Board is authorized to make an equitable adjustment to the terms of any outstanding equity awards which might be impacted by changes in the Company's capital structure, including payment of an extraordinary dividend. In connection with the special dividend, the Board determined to pay a dividend equivalent equal to the special cash dividend to holders of outstanding equity awards as the underlying shares subject of those awards vest. To the extent those dividend equivalent payments are paid to directors, they will be reported as cash compensation in the year they are received.

(4)

Ms. Ross resigned from the Board effective on May 31, 2020 and as a result of such resignation, the restricted stock unit award the Company made to Ms. Ross was in January 2020 forfeited.

(5)

Ms. Ward joined our Board on June 1, 2020.

12

2021 PROXY STATEMENT

Name

Audit

Compensation

Nominating

and

Corporate

Governance

Health, Safety

and

Environment

Susan Ward⁽¹⁾

*

Kimberly Ross⁽¹⁾

*

Jonny Ginns

X

Timothy Walsh

*

Andrew Currie

X

X

Greg Brenneman

*

Martin Craighead

X

X

Kyle Vann

X

X

Robert Coxon

X

*

Number of meetings during fiscal 2020

5

4

1

2

*

Committee Chairperson

(1)

Ms. Ross served as the chairperson of the Audit Committee until her resignation effective May 31, 2020. As of June 1, 2020, Ms. Ward joined the Audit Committee as chairperson.

2021 PROXY STATEMENT

13

•

appoint or replace, compensate and oversee the outside auditors, who will report directly to the Audit Committee, for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;

•

pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, subject to de minimis exceptions that are approved by the Audit Committee prior to the completion of the audit;

•

review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under 'Management's Discussion and Analysis of Financial Condition and Results of Operations' and the selection, application and disclosure of critical accounting policies and practices used in such financial statements; and

•

discuss with management and the outside auditors any significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles, any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies.

14

2021 PROXY STATEMENT

2021 PROXY STATEMENT

15

16

2021 PROXY STATEMENT

2021 PROXY STATEMENT

17

18

2021 PROXY STATEMENT

Name

Age

Position

Belgacem Chariag

58

Chairman, President and Chief Executive Officer

Michael Crews⁽¹⁾

54

Executive Vice President and Chief Financial Officer

Albert F. Beninati Jr.

56

Vice President and President - Performance Chemicals

Ray Kolberg⁽²⁾

59

Vice President and President - Catalysts

Kurt Bitting

45

Vice President and President - Refining Services

Joseph S. Koscinski

55

Vice President, Secretary and General Counsel

William J. Sichko, Jr.

67

Vice President, Chief Administrative Officer

Thomas Schneberger⁽³⁾

​49

Vice President - Strategy and Business Development

Elaine T. Simpson⁽⁴⁾

63

Vice President - Health, Safety, Environment and Sustainability

(1)

Mr. Crews will retire from the Company effective September 30, 2021.

(2)

Mr. Kolberg became our Vice President - Technology and Business Development on March 15, 2021.

(3)

Mr. Schneberger became our Vice President and President - Catalysts on March 15, 2021.

(4)

Ms. Simpson was named our Vice President - Health, Safety, Environment and Sustainability as of March 5, 2021.

2021 PROXY STATEMENT

19

20

2021 PROXY STATEMENT

•

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Common Stock;

•

each of our named executive officers, directors and director nominees; and

•

all of our directors, director nominees and executive officers as a group.

Name

Number

of Shares

Percentage

Beneficial holders of 5% or more of our outstanding Common Stock:

CCMP Capital Investors III, L.P. and related investment funds⁽¹⁾

61,962,767

45.25%

INEOS Limited⁽²⁾

32,909,062

24.03%

Directors and named executive officers:

Belgacem Chariag⁽³⁾

415,599

*

Greg Brenneman⁽⁴⁾

-

-

Timothy Walsh⁽⁴⁾

-

-

Mark McFadden⁽⁴⁾

-

-

Christopher Behrens⁽⁴⁾

-

-

Robert Coxon⁽⁵⁾

127,623

*

Andrew Currie⁽⁶⁾

-

-

Jonny Ginns

23,811

*

Kyle Vann⁽⁷⁾

129,020

*

Martin Craighead

68,942

*

Susan F. Ward

-

-

2021 PROXY STATEMENT

21

Name

Number

of Shares

Percentage

Michael Crews⁽⁸⁾

397,890

*

Scott Randolph⁽⁹⁾

410,032

*

Ray Kolberg

121,552

*

Albert F. Beninati, Jr.

7,518

*

Joseph S. Koscinski⁽¹⁰⁾

226,309

*

All executive officers and directors as a group (19 persons)⁽¹¹⁾

​4,422,810

​3.23%

*

Indicates less than 1%

(1)

Includes 29,370,897 shares of our Common Stock held by CCMP Capital Investors III, L.P. ('CCMP Capital Investors'), 2,977,037 shares of our Common Stock held by CCMP Capital Investors III (Employee), L.P. ('CCMP Employee'), 8,954,565 shares of our Common Stock held by CCMP Capital Investors III (AV-7), L.P. ('CCMP AV-7'), 506,610 shares of our Common Stock held by CCMP Capital Investors III (AV-8), L.P. ('CCMP AV-8'), 10,127,880 shares of our Common Stock held by CCMP Capital Investors III (AV-9), L.P. ('CCMP AV-9'), 663,600 shares of our Common Stock held by CCMP Capital Investors III (AV-10), L.P. ('CCMP AV-10' and, together with CCMP Capital Investors, CCMP Employee, CCMP AV-7, CCMP AV-8 and CCMP AV-9, the 'CCMP Capital Funds') and 9,362,178 shares of our Common Stock held by Quartz Co-Invest, L.P. ('Quartz' and, together with the CCMP Capital Funds, the 'CCMP Investors'). The general partner of the CCMP Capital Funds is CCMP Capital Associates III, L.P. ('CCMP Capital Associates'). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ('CCMP Capital Associates GP'). The general partner of Quartz is CCMP Co-Invest III A GP, LLC ('CCMP Co-Invest GP'). CCMP Capital Associates GP and CCMP Co-Invest GP are each wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC ('CCMP Capital GP'). CCMP Capital GP ultimately exercises voting and investment power over the shares of our Common Stock held by the CCMP Investors. As a result, CCMP Capital GP may be deemed to share beneficial ownership with respect to the shares of our Common Stock held by the CCMP Investors. The investment committee of CCMP Capital GP with respect to the shares of our Common Stock consists of Greg Brenneman, Timothy Walsh, Mark McFadden, Joseph Scharfenberger and Richard Zannino. Messrs. Brenneman, Walsh and McFadden each serve as a director of the Company. Each of the CCMP entities has an address of c/o CCMP Capital Advisors, LP, 277 Park Avenue, New York, New York 10172.

(2)

The shareholders of INEOS Limited are James A. Ratcliffe, John Reece and Andrew Currie. Mr. Ratcliffe, as the majority owner of INEOS Limited, has the power to control the voting and disposition of the shares of our Common Stock held by INEOS Limited. The address of INEOS Limited is c/o IQEQ Victoria Road, Douglas IM2 4DF Isle of Man.

(3)

Includes 241,316 shares of our Common Stock that can be acquired upon the exercise of outstanding options.

(4)

Does not include shares of our Common Stock held by the CCMP Investors. The address of each of Messrs. Brenneman, McFadden, Behrens and Walsh is c/o CCMP Capital Advisors, LP, 277 Park Avenue, New York, New York 10172.

(5)

Includes 25,476 shares of our restricted Common Stock subject to vesting conditions.

(6)

Does not include shares of our Common Stock held by INEOS Limited.

(7)

Includes 30,472 shares of our Common Stock that can be acquired upon the exercise of outstanding options.

(8)

Includes 187,574 shares of our Common Stock that can be acquired upon the exercise of outstanding options, 12,945 shares of our restricted Common Stock subject to vesting conditions held by Mr. Crews, and 28,005 shares of our Common Stock held by a revocable trust for which Mr. Crews is the grantor.

(9)

Mr. Randolph formerly served as Vice President and President-Performance Materials. His employment with the Company terminated on December 14, 2020, which was the date that the Company completed its divestiture of its Performance Materials segment to an affiliate of The Jordan Company, L.P. Includes 208,080 shares of our Common Stock that can be acquired upon the exercise of outstanding options, 30,334 shares of our Common Stock held by a revocable trust for which Mr. Randolph is the grantor, and 30,334 shares of our Common Stock held by an investment corporation controlled by Mr. Randolph.

(10)

Includes 75,623 shares of our Common Stock that can be acquired upon the exercise of outstanding options.

(11)

Includes 752,307 shares of our Common Stock that can be acquired upon the exercise of outstanding options and 150,800 shares of our restricted Common Stock subject to vesting conditions.

22

2021 PROXY STATEMENT

2021 PROXY STATEMENT

23

Executive

Title

Belgacem Chariag

Chairman, President and Chief Executive Officer

Michael Crews

Executive Vice President and Chief Financial Officer

Ray Kolberg⁽¹⁾

Vice President - Technology and Business Development

Joseph S. Koscinski

Vice President, Secretary and General Counsel

Albert F. Beninati, Jr.

Vice President and President - Performance Chemicals

Scott Randolph⁽²⁾

Vice President and President - Performance Materials

(1)

Mr. Kolberg served as Vice President and President - Catalysts until March 15, 2021.

(2)

Mr. Randolph formerly served as Vice President and President-Performance Materials. His employment with the Company terminated on December 14, 2020, which was the date that the Company completed the divestiture of its Performance Materials segment to an affiliate of The Jordan Company, L.P.

24

2021 PROXY STATEMENT

What We Do

Pay for performance

Consistent with our goal of creating a performance-oriented environment, a substantial portion of executive pay is based on the achievement of specific strategic and financial goals or the performance of our Common Stock. Our 'pay for performance' culture was further strengthened with the introduction of TSR as a metric in the 2020 PSU grant and the continued use of TSR in the 2021 grant.

Equity vesting on account of a change in control

No automatic vesting of equity occurs in the event of a change in control. There is no 'single trigger' vesting on a change in control; i.e., vesting whether or not the holder of non-vested equity loses his or her job. Moreover, if there is a change in control and an equity holder loses his or her job, there is no vesting of non-vested equity.

Stock ownership guidelines

Our Chief Executive Officer must hold shares of our Common Stock having a value of at least 5X base salary, and the other named executive officers must hold shares of our Common Stock having a value of at least 3X base salary. Our named executive officers have five years to comply with our stock ownership guidelines and are required to retain at least 50% of the after-tax shares received from equity awards until the required ownership levels are achieved.

Clawback

Our named executive officers, in certain circumstances, would be required to return the value of equity awards if our financial statements are restated as a result of their wrongdoing. Additionally, our named executive officers would be required to return any gain received in connection with the exercise, vesting, payment or other realization of income related to an equity award in the event of a breach of any non-solicitation, non-interference or confidentiality obligations or violation of our Code of Conduct.

Independent Compensation Consultant

The Compensation Committee retains an independent compensation consultant that provides no other services to the Company.

2021 PROXY STATEMENT

25

What We Don't Do

No rich supplemental retirement plan benefits are offered

We provide a modest supplemental retirement opportunity tied to the statutory caps in our 401(k) plan.

No change in control excise tax gross ups

In accordance with good governance best practices, we provide no change in control excise tax gross-ups.

No short-term trading, short sales, hedging or pledging

As part of our policy on insider trading and communications with the public, all of our employees, including our named executive officers, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.

No annual incentives for named executive officers absent performance

Minimum hurdles must be satisfied before our named executive officers can earn any annual incentive compensation.

•

Aligns the interests of our named executive officers with our stockholders' interests by rewarding performance that is tied to creating shareholder value; and

•

Provides an amount and mix of total compensation for each of our named executive officers that we believe is competitive.

26

2021 PROXY STATEMENT

•

By providing a substantial portion of our named executive officers' total compensation package in the form of equity- based awards, we have emphasized variable pay over fixed pay, strengthening the alignment between our named executive officers and our shareholders by creating an incentive to build shareholder value over the long-term.

•

Our PSUs are earned based on the achievement of performance goals designed to directly focus our named executive officers on the achievement of share value creation.

•

Our annual performance-based bonus is contingent upon the achievement of financial performance and qualitative goals. The amount of bonus compensation ultimately received varies with our annual financial performance, thereby providing an additional incentive to maximize shareholder value.

2021 PROXY STATEMENT

27

Albermarle Corporation

GCP Applied Technologies, Inc.

Quaker Chemical Corporation

Avient Corporation

H.B. Fuller Company

Sensient Technologies Corporation

Balchem Corporation

Ingevity Corporation

Stepan Company

Cabot Corporation

Innospec, Inc.

W.R. Grace & Co.

Element Solutions, Inc.

International Flavors & Fragrances, Inc

Westlake Chemical Corporation

Ferro Corporation

Kraton Corporation

FMC Corporation

Minerals Technologies, Inc.

•

Base salary;

•

Annual performance-based cash awards;

•

Long-term equity incentive awards; and

•

Other benefits (retirement, health, perquisites, etc.).

28

2021 PROXY STATEMENT

Executive

2019

2020  

Belgacem Chariag

$880,000

$960,000 

Michael Crews

$480,000

$505,000 

Ray Kolberg

$425,000

$450,000 

Joseph S. Koscinski

$400,000

$425,000 

Albert F. Beninati, Jr.

$450,000

$450,000⁽¹⁾

Scott Randolph

$480,000

$495,000 

(1)

Mr. Beninati joined the Company on December 1, 2019 and his base compensation did not change in 2020.

Factor

Weight

Adjusted EBITDA

60%

Adjusted Free Cash Flow

20%

Safety

20%

Metric/Goal

Reason for inclusion in the PQIP

Adjusted EBITDA

Adjusted EBITDA is the most significant indicator of operating performance. Improvements in operating performance are directly linked to sustainable share value creation.

Adjusted Free Cash Flow

Adjusted free cash flow is an important indicator of operating efficiency (e.g., the ability to increase margins by careful management of operating expenses) and management of capital expenditures. Improvements in adjusted free cash flow also equip the Company to pursue new opportunities. Increased operating efficiency and the successful pursuit of new opportunities lead to share value creation.

Safety

There is a direct link between an improving safety record, higher worker productivity and sustained share value creation.

2021 PROXY STATEMENT

29

Metric/Goal

Definition

Adjusted EBITDA

EBITDA consists of net income (loss) attributable to the Company before interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, nonrecurring or other items included in net income (loss) and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture.

Adjusted Free Cash Flow

Adjusted free cash flow consists of cash flow from operating activities less purchases of property, plant and equipment plus proceeds from asset sales plus net interest proceeds on cross-currency swaps.

Safety

Recordable rate of safety incidents, which is a standardized measure of OSHA-recordable injury or illness. For 2020 a second measure has been utilized, number of 'Perfect Days', which is the number of days without a significant safety or environmental incident.

Executive

FYE Target Award

Belgacem Chariag

100%

Michael Crews

75%

Ray Kolberg

75%

Albert F. Beninati, Jr.

75%

Joseph S. Koscinski

55%

Scott Randolph⁽¹⁾

75%

(1)

As indicated below in the section entitled 'Transition and General Release Agreement with Mr. Randolph' Mr. Randolph received no PQIP payment for 2020 from PQ.

Category

Weight

Scale

Threshold

Target

Maximum

Adjusted EBITDA

60%

Performance as a percent of target

​94.5%

100%

103%

Percentage of target bonus earned

25%

100%

200%

Adjusted Free Cash Flow

20%

Performance as a percent of target

85.9%

100%

120%

Percentage of target bonus earned

25%

100%

200%

Safety - Recordable Rate

10%

Performance as a percent of target

​83.3%

100%

​125%

Percentage of target bonus earned

50%

100%

200%

Safety-Perfect Days

10%

Performance as a percent of target

​87.7%

100%

​117.9%

Percentage of target bonus earned

50%

100%

200%

30

2021 PROXY STATEMENT

Safety Goal

Threshold

Target

Maximum

Recordable Rate

0.6

0.5

0.4

Number Perfect Days

186

212

250

($ in Thousands)

Measurement Category

Target

Actual

Achievement As a

% of Target

Adjusted EBITDA⁽¹⁾

$481,000

$413,384

Below Threshold

Adjusted Free Cash Flow

$163,000

$157,500

​96.6%

Safety - Recordable Rate

0.5

​0.32

Maximum

Safety - Perfect Days

212

​277

Maximum

(1)

Represents Adjusted EBITDA as defined by the PQIP, which differs from Adjusted EBITDA that was reported in our 2020 results.

Executive/Business Unit⁽¹⁾

Measurement Category

Target

Actual

Achievement As

a % of Target

Ray Kolberg

Recordable Rate

1

0

200%

Catalysts

Number Perfect Days

335

356

106.3%

Albert F. Beninati, Jr.

Recordable Rate

4

4

100%

Performance Chemicals

Number Perfect Days

292

305

104.5%

(1)

As indicated below in the section entitled 'Transition and General Release Agreement with Mr. Randolph' Mr. Randolph received no PQIP payment for 2020 from PQ.

Executive

Adjusted

EBITDA

Adjusted

Free Cash

Flow

Safety-

Recordable

Incidents

Safety-

Perfect

Days

Total PQIP

Earned

Belgacem Chariag

0

$157,565

$192,000

$192,000

$541,565

Michael Crews

0

$​62,164

$75,750

$75,750

$213,664

Ray Kolberg

0

$​55,394

$67,500

$67,500

$190,394

Joseph S. Koscinski

0

$​38,365

$46,750

$46,750

$131,865

Albert F. Beninati, Jr.

0

$​55,394

$​33,750

$​45,296

$134,440

2021 PROXY STATEMENT

31

Factor

Weight

Adjusted EBITDA

60%

Adjusted Free Cash Flow

20%

Safety (Recordable Rate and Perfect Days)

20%

32

2021 PROXY STATEMENT

Name

Number of

PSUs

Granted at

Target

Number of RSUs

Granted

​Grant Date

Value

Belgacem Chariag

120,084

120,084

$3,999,998

Michael Crews

37,526

37,527

$1,250,008

Albert F. Beninati, Jr.

30,021

30,021

$1,000,000

Ray Kolberg

22,516

22,516

$750,008

Joseph S. Koscinski

22,516

22,516

$750,008

Scott Randolph⁽¹⁾

27,019

27,019

$900,003

(1)

Mr. Randolph's employment with the Company terminated on December 14, 2020, which was the date that the Company completed the divestiture of its Performance Materials segment to an affiliate of The Jordan Company, L.P. As a part of Mr. Randolph's Transition and General Release Agreement, any unvested RSUs as of the date of the termination date, including the 2020 RSU grant, will be eligible to vest during the two- year period following the termination date, instead of being forfeited as provided in the 2017 Plan. In addition, any unvested PSUs will be eligible to vest during the 1-year period following Mr. Randolph's termination. More information regarding vesting conditions of Mr. Randolph's grants is contained in the discussion of Severance, below.

2021 PROXY STATEMENT

33

Name

Number of

PSUs

Granted at

Target

Number of RSUs

Granted

​Grant Date

Value

Belgacem Chariag⁽¹⁾

64,977

324,887

$6,000,007

Michael Crews⁽²⁾

21,117

95,842

$1,799,999

Ray Kolberg⁽³⁾

8,122

24,367

$500,006

Joseph S. Koscinski⁽⁴⁾

16,244

81,222

$1,500,002

Albert F. Beninati, Jr.⁽⁵⁾

24,366

73,100

$1,500,002

Scott Randolph⁽⁶⁾

N/A

N/A

N/A

(1)

Mr. Chariag received 129,955 time vesting RSUs with one-year vesting, 194,932 time vesting RSUs with three-year ratable vesting and 64,977 PSUs.

(2)

Mr. Crews received 32,489 time vesting RSUs with one-year vesting, 63,353 time vesting RSUs with three-year ratable vesting and 21,117 PSUs.

(3)

Mr. Kolberg received 24,366 time vesting RSUs with three-year ratable vesting and 8,122 PSUs.

(4)

Mr. Koscinski received 32,489 time vesting RSUs with one-year vesting, 48,733 time vesting RSUs with three-year ratable vesting and 16,244 PSUs.

(5)

Mr. Beninati received 73,100 time vesting RSUs with three-year ratable vesting and 24,366 PSUs.

(6)

No equity awards were granted in 2021 to Mr. Randolph, who ceased to be employed by the Company on December 14, 2020.

34

2021 PROXY STATEMENT

i.

A payment equal to $1,732,500, which is the lump sum value of the amount owed under Mr. Randolph's severance letter agreement. This lump sum was paid 60 days after Mr. Randolph's termination of employment date.

ii.

Amendments to his existing equity agreements to allow his equity grants to vest or be exercised for a certain time following his termination of employment and the sale of the Performance Materials segment to an affiliate of The Jordan Company, L.P. In particular, unvested MOI shares will be eligible to vest during the two- year period following the closing of the Performance Materials sale, if the MOI target is met during that time. Mr. Randolph will have a period of two years following the closing of the Performance Materials sale to exercise options which are already vested. In addition, any unvested RSUs held by Mr. Randolph as of the date of the closing of the Performance Materials sale will be eligible to vest during the two- year period following the closing. Finally, any PSUs which are unvested as of the date of the closing of the sale of Performance Materials will be eligible to vest during the one-year period following the closing.

2021 PROXY STATEMENT

35

Name

Ownership

Requirement

Relative to

Annualized

Base Salary

Ownership

relative to

Annualized

Base Salary⁽¹⁾

Belgacem Chariag

5x

7.83x

Michael Crews

3x

11.58x

Ray Kolberg

3x

5.19x

Joseph S. Koscinski

3x

6.78x

Albert F. Beninati Jr.

3x

0.95x

(1)

In accordance with our stock ownership guidelines, ownership amounts include shares of our Common Stock that have been gifted to irrevocable trusts, and have been determined based on a share price of $12.72, which is the average closing price of our Common Stock on the New York Stock Exchange over the 90-day trading period prior to December 31, 2020.

36

2021 PROXY STATEMENT

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)⁽⁴⁾

Option

Awards

($)⁽⁴⁾)

Non-Equity

Incentive Plan

Compensation

($)⁽⁵⁾

All Other

Compensation

($)⁽⁶⁾

Total ($)

Belgacem Chariag,

Chairman, President

and Chief Executive

Officer⁽¹⁾

2020

960,000

-

3,999,998

-

541,565

79,390

5,580,953

2019

880,000

-

3,519,998

-

965,055

98,470

5,463,523

2018

347,536

-

1,320,008

1,319,999

250,865

22,353

3,260,761

Michael Crews,

EVP and Chief

Financial Officer

2020

505,000

-

1,250,008

-

213,664

46,834

2,015,506

2019

480,000

-

1,499,994

-

394,795

35,486

2,410,275

2018

480,000

-

-

-

259,862

47,138

787,000

Ray Kolberg,

Vice President and

President, Catalysts

2020

450,000

-

750,008

-

190,394

41,372

1,431,774

2019

425,000

-

750,004

-

319,675

37,248

1,531,927

2018

425,000

-

-

-

245,319

40,035

710,354

Joseph S.

Koscinski,

Vice

President,

Secretary, and

General Counsel

2020

425,000

-

750,008

-

131,865

63,120

1,369,993

2019

400,000

-

750,004

-

241,264

60,999

1,452,267

2018

400,000

-

-

-

158,805

49,152

607,957

Albert F. Beninati,

Jr.,

Vice President and

President,

Performance Chemicals⁽²⁾

2020

450,000

-

1,000,000

-

134,440

76,607

1,661,047

2019

37,500

​-

-

-

-

​23,039

60,539

-

-

-

-

-

-

-

-

Scott Randolph,

Vice President and

President,

Performance

Materials⁽³⁾

2020

474,375

-

900,003

-

-

1,778,124

3,152,502

2019

480,000

-

1,000,001

-

374,545

40,286

1,894,832

2018

480,000

-

-

-

259,862

56,036

795,898

(1)

Mr. Chariag joined the Company on August 9, 2018. His base salary and annual performance-based bonus for 2018 were prorated based on the number of days employed during 2018.

(2)

Mr. Beninati joined the Company on December 1, 2019. His base salary and annual performance-based bonus for 2019 were prorated based on the number of days employed during 2019.

(3)

Mr. Randolph's employment with the Company terminated on December 14, 2020. Under the terms of his Transition and General Release Agreement, Mr. Randolph was not eligible to receive a pro-rata portion of his incentive earned under the 2020 PQIP.

(4)

The amounts shown reflect the aggregate grant date fair value of RSUs and PSUs granted to each of Messrs. Chariag, Crews, Kolberg, Koscinski, Beninati, and Randolph in 2020, of RSUs and PSUs granted to each of Messrs. Chariag, Crews, Kolberg, Koscinski, and Randolph in 2019, and of time-based stock options and RSUs granted to Mr. Chariag in 2018, computed in accordance with FASB ASC Topic 718, in each case, disregarding the effects of estimated forfeitures. These amounts reflect our cumulative accounting expense over the vesting period, disregarding the effects of estimated forfeitures, and do not correspond to the actual value that may be realized by the named executive officers. For information on the valuation assumptions made in the calculation of these amounts, refer to Note 22 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2020, Note 22 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2019, and Note 22 to the audited consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2018. With respect to the PSUs, the aggregate grant date fair value was determined based on the probable outcome of the performance conditions associated with such awards at the date of grant. For PSUs, the aggregate grant date fair value of these awards assumes performance at 100% of target. The aggregate grant date fair value of the PSU awards assuming the maximum level of performance is achieved, is: Mr. Chariag's 2020 grant, $4,400,018, Mr. Crews' 2020 grant, $1,249,991; Mr. Kolberg's 2020 grant, $750,008; Mr. Koscinski's 2020 grant, $750,008; Mr. Beninati's 2020 grant, $1,000,000; and Mr. Randolph's 2020 grant, $900,003.

2021 PROXY STATEMENT

37

(5)

The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers under the PQIP as a result of the achievement of certain Company performance objectives, as described above.

(6)

The amounts shown in the All Other Compensation column for 2020, 2019, and 2018 include the following:

Executive

Year

401(k) Plan

Company

Match

($)

401(k) Plan

Company 4%

Contribution

PRA SERP

Company

Contribution

($)

Tax Prep

Services

($)

Relocation

Expenses

($)⁽¹⁾

Life

Insurance

($)

Housing

Allowance

($)

Car

Allowance

($)

Severance

($)

Belgacem Chariag

2020

​-

11,400

65,602

​-

2,388

​-

​-

​-

-

2019

-

11,200

34,035

-

-

2,388

45,813

5,034

-

2018

-

-

-

-

-

597

18,344

3,412

-

Michael Crews

2020

8,550

11,400

24,592

​-

2,292

​-

​-

​-

-

2019

3,600

11,200

18,394

-

-

2,292

-

-

-

2018

8,250

11,000

16,427

-

-

2,292

9,169

-

-

Ray Kolberg

2020

8,550

11,400

19,387

​-

2,035

​-

​-

​-

-

2019

8,400

11,200

15,613

-

-

2,035

-

-

-

2018

8,250

11,000

18,750

-

-

2,035

-

-

-

Joseph S. Koscinski

2020

8,550

11,400

15,251

​-

1,915

26,004

​-

​-

-

2019

8,400

11,200

11,152

-

-

1,915

28,332

-

-

2018

8,250

-

10,088

-

-

1,915

17,899

-

-

Albert F. Beninati, Jr.

2020

7,125

11,400

7,522

48,411

2,149

​-

​-

​-

-

2019

-

-

-

-

-

-

-

-

-

Scott Randolph

2020

8,550

11,400

23,382

​-

2,292

​-

​-

1,732,500

-

2019

8,400

11,200

18,394

-

-

2,292

-

-

-

2018

8,250

11,000

11,491

23,003

-

2,292

-

-

-

(1)

This amount consisted of a reimbursement for relocation expenses of $35,405 plus a reimbursement of $13,006 for income taxes owed with respect to such reimbursement.

38

2021 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:

# of

Shares

of Stock

or Units

(#)⁽³⁾

Grant

Date Fair

Value of

Stock and

Option

Awards

($)⁽⁴⁾

Name

Award

Grant

Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)