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Yes, it's true, monkeys love that hold card cash and silver bananas. These figures are uma investment approximation based on the user submissions on Wall Street Oasis over 86,as well as the thousands of discussions on compensation in the community archives. If you contribute to the WSO Company Databaseyou can get access to thousands of detailed compensation statistics across thousands of investment banks without paying a dime.

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Sadaras vesting date

The Lead Director may retain outside professionals on behalf of the Board as the Board may determine is necessary and appropriate. These responsibilities are detailed in the Corporate Governance Guidelines that are available at www. The election of Mr. Liveris as both Chairman and CEO promotes unified leadership and direction for the Board and executive management. Risk Oversight. The Board of Directors is responsible for overseeing the overall risk management process for the Company.

Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the Committees of the Board and the Board as a whole participate in the oversight of the process. The oversight responsibility of the Board and Committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks.

The Audit Committee is responsible for overseeing that management implements and follows this risk management process and for coordinating the outcome of reviews by the other Committees in their respective risk areas. In addition, the enterprise risk management model and process are reviewed with the Board of Directors annually and the Board recognizes that risk management and oversight comprise a dynamic and continuous process.

The strategic plan and critical issues and opportunities are presented to the Board each year by the CEO and senior management. Throughout the year, management reviews any critical issues and actual results compared to plan with the Board and relevant Committees. The Committees undertake numerous risk oversight activities related to their charter responsibilities. Communication with Directors. Stockholders and other interested parties may communicate directly with the full Board, the Lead Director, the non-management Directors as a group, or with specified individual Directors by any of several methods.

Please specify the intended recipient s of your letter or electronic message. Communications will be distributed to any or all Directors as appropriate depending upon the individual communication. However, the Directors have requested that communications that do not directly relate to their duties and responsibilities as Directors of the Company be excluded from distribution and deleted from email that they access directly.

Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission by the Office of the Corporate Secretary. Any omitted or deleted communication will be made available to any Director upon request. There were 16 Board meetings and 23 Board Committee meetings in The Directors are encouraged to attend all Annual Meetings of Stockholders, and in twelve of the thirteen Directors then serving attended, with the exception of Mr.

Milchovich who was unable to attend due to a conflict with the annual meeting of Nucor Corporation the entity for which he serves as Lead Director. Executive Sessions of Directors. The non-management Directors meet in executive session, chaired by the Lead Director currently Mr.

Fettig , in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. In , there were 15 executive sessions of the Board of Directors. The Audit, Compensation and Leadership Development, and Governance Committees of the Board typically meet in executive session in connection with every Committee meeting.

Board Committees. Board Committees perform many important functions. The responsibilities of each Committee are stated in the Bylaws and in their respective Committee charters, which are available at www. Stockholders may receive a printed copy of the Committee charters without charge by contacting the Office of the Corporate Secretary. Securities and Exchange Commission as applicable and the Company, including the heightened standards applicable to members of the Audit Committee and the Compensation and Leadership Development Committee.

Further, the Board has determined, in accordance with applicable requirements of the New York Stock Exchange, that the simultaneous service of Mr. Bell on the audit committees of more than three public companies does not impair his ability to effectively serve on the Audit Committee. Committee Assignments. The following table sets forth the current members of each of the Committees and the number of meetings held during Standing Committee and Function.

Governance Committee: Assists the Board on all matters relating to the selection, qualification, and compensation of members of the Board, as well as any other matters relating to the duties of Board members. Acts as a nominating committee with respect to recommending to the Board candidates for Directors and makes recommendations to the Board concerning the size of the Board and structure of committees of the Board.

Miller is a current Director who is being nominated for election to the Board at the Meeting, although he has already reached age Following his first full year of service and based on its own evaluation as to the ongoing needs of the Board, the Governance Committee and the Board has determined that the current needs of the Board warrant the nomination of Mr. Miller to stand for re-election as a Director for the Meeting. Director Qualifications and Diversity.

There are certain minimum qualifications for Board membership that Director candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation on the Board and its Committees, relevant career experience, and a commitment to ethnic, racial and gender diversity. The Governance Committee has adopted guidelines to be used in evaluating candidates for Board membership in order to ensure a diverse and highly qualified Board of Directors.

Other factors that are considered include independence of thought, willingness to comply with Director stock ownership guidelines, meeting applicable Director independence standards where independence is desired and absence of conflicts of interest. The Governance Committee may modify the minimum qualifications and evaluation guidelines from time to time as it deems appropriate. The guidelines for Director qualifications provide that a commitment to diversity is a consideration in the identification and nomination of Director candidates, and that candidates are evaluated to provide for a diverse and highly qualified Board.

As noted above, the Directors have a diverse combination of the following background and qualifications: leadership experience including current and former chief executive officer, chief financial officer and other senior executive management positions at major domestic and foreign companies with global operations in a variety of relevant fields and industries; experience on other public company boards including chair positions ; board or other significant experience with academic, research and philanthropic institutions and trade and industry organizations; and prior government or public policy experience.

The Governance Committee and Board have determined that all of the Directors nominated for election meet the personal and professional qualifications identified above. Recommendations and Nominations for Director. Such recommendations should be sent to the Governance Committee through the Corporate Secretary.

The Governance Committee has adopted a process for identifying new Director candidates. Recommendations may be received by the Committee from various sources, including current or former Directors, a search firm retained by the Committee to assist in identifying and evaluating potential candidates, stockholders, Company executives, and by self-nomination. The Governance Committee uses the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

The evaluation of new Director candidates involves several steps, not necessarily taken in any particular order. A preliminary analysis of a nominee involves securing a resume and other background data and comparing this data to the Director attributes outlined above, as well as to the current needs of the Board for new members including considerations to ensure diversity of membership in accordance with the guidelines identified above.

References are checked and analyses are performed to identify potential conflicts of interest and appropriate independence from the Company. Candidate information is provided to all Governance Committee members for purposes of discussion and evaluation. If the Committee decides to further evaluate a candidate, interviews are conducted. Code of Business Conduct. The Code of Business Conduct is intended to focus employees, officers and Directors on our corporate values of integrity and respect for people, help them recognize and make informed decisions on ethical issues, help create a culture of the highest ethical and business standards, and provide mechanisms to report unethical conduct.

Stockholders may receive a printed copy of the Code of Business Conduct without charge by contacting the Office of the Corporate Secretary. Certain Transactions and Relationships. Companies are also required to describe their policies and procedures for the review, approval or ratification of any related person transaction.

The Governance Committee is responsible to either approve or disapprove of the entry into the transaction, subject to the exceptions referenced below. From time to time, the Company may have employees who are related to our executive officers and directors. As a practical matter, the Company seeks to assist its Directors and executives by monitoring transactions and completing and filing reports on their behalf.

Based solely upon a review of SEC filings furnished to the Company and written representations that no other reports were required, we believe that all Reporting Persons complied with these reporting requirements during fiscal year The charter of the Committee can be found at www. Reilley, Chair.

Business Overview. Principle Elements of Pay. Pay at Risk. NEO Pay at a Glance. Base Salary. Annual Performance Award. Long-Term Incentive Awards. Performance Share Program Results and Design. Return on Capital. Peer Group and Survey Pay Data. Factors and Steps in Setting Pay. Committee Resources in Setting Pay.

Program Changes in Recent Years. Best Practices in Executive Compensation. Stock Ownership Guidelines. Change-in-Control and Severance Arrangements. Executive Compensation Recovery Clawback Policy. Tax Deductibility of Executive Compensation. Trading, Hedging and Pledging Restrictions. Compensation Program Risk Analysis. Dow is strengthening its competitive advantage by accelerating its market-driven strategy, narrowing and deepening focus on select, high-growth end-markets, and the strategic integration of our manufacturing operations with new sources of cost-advantaged feedstocks.

The Company continued to demonstrate the discipline and agility needed to deliver consistent earnings and margin growth as well as strong cash flow. Investments in innovative products and technologies continued to drive margin expansion amidst ongoing macroeconomic uncertainty. Dow further advanced its targeted portfolio management actions, reducing exposure to non-strategic assets and businesses, as well as the ongoing progress in key growth investments on the U.

Gulf Coast and in Saudi Arabia. Dow delivered year-over-year growth for three consecutive years against its key financial measures, which are aligned to executive compensation, and set an all-time record for Cash Flow from Operations when excluding the K-Dow arbitration award received in Principal Elements of Pay.

Cash Award. The charts outline the size, in percentage terms, of each element of targeted direct compensation at the date of grant. The red section of the charts reflects the incentive or at-risk performance-based components of compensation e. These financial and operational performance metrics are utilized in our annual Performance Award incentive plan and Performance Share program.

The following graphics show for each program the performance metrics, their weighting and the target metrics. Salaries generally were increased based on peer group alignment. Grant date fair values of long-term equity awards granted in increased over prior year awards based on peer group alignment. We believe this improvement reflects the implementation of feedback from our stockholders in regards to the changes to our LTI mix, share usage, and additional disclosures on our plan metrics and peer groups.

In these meetings, we updated investors on our business strategy, corporate governance practices and compensation program, and learned about the perspectives and any concerns of each investor. Stockholders reaffirmed our current program structure and the changes we made in recent years to our compensation program continue to be well received. The Board and management team carefully considers the feedback from these meetings, as well as stockholder support for our most recent Say-on-Pay proposal, when reviewing the business, corporate governance and executive compensation profiles.

Based on our most recent Say-on-Pay vote and our subsequent engagement with our stockholders, we did not make any changes to our executive compensation programs other than the change addressed below. In recent years, other key feedback included concern about share usage in our LTI program.

Starting in , we modified our LTI mix at all levels which significantly reduced annual share usage compared to levels. We have continued with these changes with our LTI programs, which translated to a burn rate in of 0. There were no material differences between base salaries of the Survey Peer Group and the base salary for any of the NEOs. Andrew Liveris. Howard Ungerleider.

James Fitterling. Joe Harlan. Charles Kalil. The Performance Award is an annual cash incentive program. Dow uses this component of compensation to reward employees for achieving critical annual Company goals. Meeting or exceeding our annual business and financial goals is important to executing our long-term business strategy and delivering long-term value to stockholders.

No Performance Award is payable to NEOs or any officer of the Company unless pre-established minimum net income goals are achieved. Actual award payouts are determined each February following completion of the plan year by measuring the performance against each award component for the Company Component of the plan. At the beginning of , the Committee and the Board approved the financial and operational goals for the Company.

In setting the goals for each measure listed below, the Committee considered the following:. The Committee may use discretion to adjust the earned award for all employees or executive management when all year-end results are known. If discretion is used to adjust awards, it will be clearly explained. The Committee also reviewed and approved the target award opportunity for each NEO which is expressed as a percentage of base pay.

Individual award opportunities vary by job level and are targeted at the median level for comparable positions within the Survey Peer Group. The Performance Award corporate target goals and results are shown below. Net Income excluding certain items is a non-GAAP measure used by the Company in presentations to investors and is the primary financial metric in our plan.

We exclude the impact of certain items from both our presentations to investors and our executive compensation performance calculations because they are not reflective of our underlying operations for the particular period in which they are recorded and, therefore, could mask our underlying operating trends. Management Operating Cash Flow is a non-GAAP measure of cash from operations defined as net income excluding certain items plus depreciation and amortization minus capital spending and plus the change in adjusted trade working capital.

As allowed by the plan, the Committee determines the individual component payout level for each NEO to reflect their personal contributions shown in the table below. Assessment e. In approving the foregoing amounts, the Committee took into account the following individual performance considerations.

President, Chief Executive Officer and Chairman. Responsibilities: executive oversight for the strategic and operational direction of the Company. Drives the organization and facilitates decision making to maximize stockholder returns. Vice Chairman,. Chief Financial Officer. Chief Operating Officer. Gulf Coast which is the largest on-purpose propylene facility ever built. Chief Commercial Officer. Ensured resources were allocated to highest near-term return in the portfolio in an effort to offset weakness in certain end markets.

Charles J. General Counsel and Executive Vice President. Gulf Coast growth projects. Each year the Company grants equity-based LTI awards to leaders and other key employees who demonstrate high performance. Dow chooses this component of compensation to motivate and reward employees for long-term stockholder value creation and the attainment of Company performance goals, retain top talent and create an ownership alignment with stockholders.

Performance metrics and stock price determine the actual payout of LTI grants. As part of our response to stockholder feedback, the Committee made two substantive changes to our LTI program that took effect for LTI programs beginning in Accumulated dividend equivalents are paid only on earned shares after the three-year performance period has ended. The exercise price equals the closing price on the date of grant.

Options vest in three equal annual installments and expire after ten years. Deferred stock grants vest after three years. During the vesting period, holders of outstanding deferred stock grants receive quarterly payments equal to the dividend paid on equivalent shares of Dow Common Stock. The Committee also approved the Performance Share Program design and metrics and the results of the Performance Share Program which delivered earned shares in February ROC measures how effectively a company has utilized the money invested in its operations and is calculated as Net Operating Profit after Tax excluding certain items divided by total average capital.

The target goal represents our expected level of ROC over the three-year performance period while the threshold goal represents the minimum level of performance that would warrant any payout and the maximum goal represents stretch performance that would warrant a maximum payout. TSR is defined as stock price appreciation plus dividends paid. For Dow and each company in the peer group, a beginning price using a 30 trading day averaging period at the beginning of the performance period and an ending price using a 30 trading day averaging period at the end of the performance period are calculated and used to create a percentile ranking.

Dow competes with a wide variety of both industry and non-industry specific companies for executive talent and investor assets. The table below shows the 16 company TSR peer group used for performance share programs prior to CF Industries Holdings, Inc. United Technologies Corporation.

Instead of receiving the Performance Share Award in the form of Dow common stock, the NEOs and other executives subject to stock ownership requirements may elect to receive a cash payment equal to the value of the stock award on the date of delivery. Participants may only make this cash election if they meet or exceed the executive stock ownership guidelines for their job level. The Company provides a comprehensive set of benefits to eligible employees.

These include medical, dental, life, disability, accident, retiree medical and life, pension and savings plans. The NEOs are eligible to participate in the same plans as most other salaried employees. In addition, because highly compensated employees are subject to U. The NEOs are eligible to participate in the same non-qualified retirement plans as all other highly compensated salaried employees.

The Company provides the NEOs and other selected executives limited perquisites in order to enhance their security and productivity. The Committee regularly reviews the perquisites provided to the NEOs as part of their overall review of executive compensation. The Committee determined that the other current perquisites are within an appropriate range of competitive compensation practices.

The Company provides the NEOs and other selected executives the following limited perquisites:. Financial and Tax Planning Support. Executive Excess Umbrella Liability Insurance. In addition, the CEO is provided a company car and is required by the Board of Directors for security and immediate availability reasons to use corporate aircraft for personal travel.

The Committee considers relevant market pay practices as one of several factors when establishing executive compensation levels and evaluating compensation programs including base salary, annual incentives and long-term incentives. In order to maintain the competitiveness of our compensation programs, Dow compares its executive compensation programs against a Survey Peer Group of 20 companies.

These companies provide a relevant comparison based on their similarity to Dow in size and complexity taking into account factors such as revenues, market capitalization, global scope of operations and diversified product portfolios. The Committee believes that a mix of both industry and non-industry peers provides a balanced and realistic perspective on the competition for the pool of potential executive talent. Dow targets the median of the Survey Peer Group for all compensation elements in order to attract, motivate, develop and retain top level executive talent.

Annual Performance Award targets and long-term incentive grants reflect market median values while actual payouts are dependent on performance. The Survey Peer Group is periodically evaluated and updated to ensure the companies in the group remain relevant. The Survey Peer Group was last modified in when Tyco International and Kraft Foods were eliminated since both companies split into two companies and the resulting company size and profile no longer met the peer group criteria.

General Electric Company. Compensation for the NEOs and other executive officers is evaluated and set annually by the Committee after considering the following factors:. Median levels of compensation for similar jobs and job levels in the market, taking into account revenue relative to the Survey Peer Group. Net Income, before interest, income taxes, depreciation, and amortization , ROC, relative TSR, operating cash flow, and cost management discipline.

Company performance relative to goals approved by the Committee. Business climate, economic conditions and other factors. The CEO uses discretion when making pay recommendations to the Committee. The Committee is responsible for approving NEO compensation and has broad discretion when setting compensation types and amounts.

As part of the review, Company management and the Committee may also review summary total compensation scenarios for the NEOs. All aspects of compensation are modeled under various scenarios, such as stock price sensitivity and business performance. The scenario sheets present the estimated dollar value of compensation components provided to the NEOs during the most recent fiscal year. The Committee reviews and approves the compensation design, compensation levels and benefits programs for the NEOs and other senior leaders.

The Committee considers several resources, analytical tools and performance measures in determining compensation levels. The Committee has retained a compensation consultant from Mercer. The consultant, Michael Halloran, reports directly to the Committee. He advises the Committee on trends and issues in executive compensation and the group of companies in the Survey Peer Group.

The Committee has the sole authority to retain and oversee the work of Mr. Halloran does not provide services to Company management unless approved by the Chair of the Committee. In , no such approvals were requested or given as Mr. Halloran provided no services to management. The decision to engage Mercer to provide these other services was made by management and was reported to the Committee.

The Committee has considered factors relevant to Mr. Halloran is independent from management. Program Item. Relative TSR was first used in and continued each year thereafter. Individual factor linked to financial metrics and personal achievements. Stock ownership guideline levels for executive management were increased in In , the Governance Committee and the Board increased the weighting of equity in the total compensation structure for Non-Employee Directors.

The Board prohibits new or amended change-in-control agreements. In addition to adhering to the processes described in the preceding sections, the Committee has adopted several policies related to Executive Compensation as detailed below.

In an era of increased attention to corporate governance and the link between pay and performance, the Company continues to focus on the following key governance practices for executive compensation. Engage in careful consideration of the annual say-on-pay results and stockholder feedback. These design features include a robust clawback policy, strong stock ownership guidelines, and multiple bottom line measures in our incentive programs.

Dow has had stock ownership guidelines in place for its NEOs and other senior executives since The Committee regularly reviews the guidelines relative to market practice and the current value of Dow stock. Specific stock ownership requirements vary by job level and are determined by applying a multiple between four and six to the base salary midpoint.

The guideline values are converted to a fixed share amount for each job level and remain at that level until the Committee determines that an adjustment is appropriate. The guidelines were adjusted upward in , after a review of current stock ownership guidelines and relevant market data.

The CEO is required to own stock with a value of six times base salary and the other NEOs are required to own stock with a value of four times base salary. The executives are given five years to achieve the initial ownership guideline for their job level following promotion to that level and must maintain these levels until retirement. The Company does not grant discounted options, backdate options or re-price outstanding options.

Dow calculates the aggregate grant date fair value of awards in the year of grant in accordance with the same standard it applies for financial accounting purposes. Executives must continue to meet their stock ownership guidelines until retirement and since LTI awards do not have provisions for accelerated vesting at retirement, NEOs continue to hold a significant portion of their compensation value in Dow stock for at least three years after retirement.

Under the legacy change-in-control agreements, an executive must be involuntarily terminated within two years of a change-in-control or must resign for good reason following a change-in-control in order to receive benefits. The Committee adopted a change-in-control arrangement for senior executives, including Messrs. Liveris and Kalil, in While such legacy agreements remain in existence, the Committee prohibits new or amended change-in-control agreements and no new agreements have been executed since Under this policy, the Company may recover incentive income that was based on achievement of quantitative performance targets if an executive officer engaged in grossly negligent conduct or intentional misconduct resulting in a financial restatement or in any increase in his or her incentive income.

The Company may also recover any awards made to an executive during the prior three years should the executive engage in activity that competes with, or is otherwise harmful to the Company or its affiliated companies. There is an exception to the limit on deductibility for performance-based compensation meeting certain requirements. Although the Company does consider the impact of this rule when making compensation decisions, Dow policy does not require all executive compensation to be tax-deductible.

Amounts paid under the compensation program, including base salary, Performance Awards and grants of Deferred Stock Restricted Stock and Restricted Stock Units may not qualify as performance-based compensation excluded from the limitation on deductibility. Specifically, it is against Company policy for executive officers to trade in puts or calls in Company securities or sell Company securities short. In addition, it is against Company policy for executive officers to pledge or hedge Company securities, or hold Company securities in margin accounts.

In conducting the review in early , the Company completed an inventory of its incentive compensation plans and policies. Summary Compensation Table. Executive Vice President. Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. Note: In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value.

The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column.

The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes.

Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes, FASB ASC Topic Individual results for Non-Equity Incentive Plan Compensation are detailed in the Performance Award section of the Executive Compensation Program in Detail and reflect income paid in under our annual Performance Award PA program for performance achieved in The amounts recorded in this column vary with a number of factors, including the discount rate applied to determine the value of future payment streams.

An analysis of the Change in Pension Value for is shown below. As a result of an increase in prevailing interest rates in the credit markets in , the discount rate used pursuant to pension accounting rules to calculate the present value of future payments increased from 4.

The decrease in pension value resulting from the change in interest rates does not result in any decrease to the underlying benefits payable to participants under the plan. Harlan participates in the Personal Pension Account plan. All Other Compensation includes the cost of Company provided automobile which was discontinued in for the NEOs other than the CEO , personal use of corporate aircraft by the CEO as required by Company policy for security and immediate availability purposes, Company contributions to employee savings plans, reimbursements of costs paid for financial and tax planning support, home security, executive health examinations and personal excess liability insurance premiums.

The incremental cost to the Company of personal use of Company aircraft is calculated based on the variable operating costs to the Company including fuel, landing, catering, handling, aircraft maintenance and pilot travel costs.

Fixed costs, which do not change based upon usage, such as pilot salaries or depreciation of the aircraft or maintenance costs not related to personal travel, are excluded. NEOs also are provided a tax reimbursement for taxes incurred when a spouse travels for business purposes as it is sometimes necessary for spouses to accompany NEOs to business functions.

No NEO is provided a tax reimbursement for personal use of aircraft. The reported personal use of Company aircraft for Mr. Ungerleider was solely attributable to a trip in that was permitted due to the unanticipated timing of the Dow Chlorine Products divestiture announcement.

This trip also resulted in imputed taxable income and Mr. Ungerleider was not provided a tax reimbursement for this personal use. Grants of Plan-Based Awards. The following table provides additional information about plan-based compensation disclosed in the Summary Compensation Table. This table includes both equity and non-equity awards.

Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table. Outstanding Equity Awards. The table includes outstanding equity grants from past years as well as the current year.

Stock Option award grants vest in three equal installments on the first, second and third anniversaries of the grant date shown in the table. Deferred Shares vest and are delivered three years after the grant date. Shares granted in February are shown at the target level of performance.

The actual number of shares to be delivered will be determined at the end of the three-year performance period. Option Exercises and Stock Vested. The following table summarizes the value received from stock option exercises and stock grants vested during Reflects delivery of shares from the Performance Share program, even if elected to receive as cash, and the Deferred Stock grants with 3-year vesting.

All were previously reported in the Summary Compensation Tables in the year they were granted. Pension Benefits. Unless otherwise noted, all present values reflect accrued age 65 benefits. The form of payment, discount rate 4. The value of Mr. The following table lists the U. The replacement value percentages for the NEOs are comparable to most other salaried employees with similar age and years of service.

Supplemental accruals are for compensation in excess of a rolling month average of the Social Security wage base. The sum of the basic and supplemental accruals is divided by a conversion factor to calculate an immediate monthly benefit. If the employee terminates employment before age 65 and defers payment of the benefit, the account balance calculated under this formula will be credited with interest.

All NEOs other than Mr. Harlan participate in DEPP. The Interest Credit Rate is determined annually by the Company, and is based on the closing rate on the six-month U. Treasury bill on the last business day of September immediately preceding the Plan Year plus 1. When a vested employee leaves the Company, the PPA can be taken as an immediate annuity, as a deferred annuity or as a lump sum. Vesting is three years. Harlan participates in the PPA. Some parts of the supplemental benefit may be taken in the form of a lump sum depending upon date of hire and plan participation.

In addition, Mr. Dow has not offered KEIP to employees since and has no plans to reinstate this program for new participants. For salaried employees who. All NEOs participate in the k plan on the same terms as other eligible employees. Non-Qualified Deferred Compensation. The following table provides information on compensation the NEOs have elected to defer as described in the narrative that follows. Executive contributions are also reported as salary for in the Summary Compensation Table.

Includes Company and executive contributions with respect to Mr. Because the U. Each participant enrolled in the plan receives a matching contribution using the same formula authorized for salaried participants under the k plan for employer matching contributions. For purposes of calculating the match under the Elective Deferral Plan, the Company will assume each participant is contributing the maximum allowable amount to the k plan and receiving a match thereon. The assumed match from the k plan will be offset from the matching contribution calculated under the Elective Deferral Plan.

Investment choices include a fund with an interest rate equal to the sum of the month rolling average of ten-year U. Treasury Note yield plus the current five-year Dow credit spread, a phantom Dow stock fund tracking the market value of Dow Common Stock with market dividends paid and reinvested, as well as funds tracking the performance of several mutual funds. All of the NEOs except Mr. Ungerleider are currently retirement eligible and entitled to benefits similar to most other salaried employees upon separation from the Company.

All of the NEOs are also entitled to additional benefits in the case of an involuntary termination without cause or a change-in-control event. The summary below shows the impact of various types of separation events on the different compensation elements the NEOs receive. Retirement, Death, or Disability:.

Base Salary: Paid through date of separation on the normal schedule. Performance Award: Prorated for the portion of the year worked and paid on the normal schedule. Harlan are eligible for retiree medical and life insurance coverage similar to most other salaried U.

Retirement Plans: Participants have access, in accordance with elections and plan features, to the following retirement plan benefits:. Pension benefits as shown in the Pension Benefits Table and described in the accompanying narrative. Participants in PPA may elect either an annuity or lump sum payout.

Participants in KEIP have additional lump-sum features available. Employee Savings Plan defined contribution k plan. Outstanding LTI Awards: For grants made in and beyond, the following LTI treatment applies if the executive meets the age 55 and 10 years of service requirement age 50 and 10 years of service for grants prior to Stock Options: Vesting and expiration periods remain unchanged except that grants made in the same year as termination vest pro-rata for the portion of the year worked.

Deferred Stock: Vesting and delivery dates remain unchanged unchanged except that grants made in the same year as termination vest pro-rata for the portion of the year worked. Performance Shares: Vesting periods and delivery dates remain unchanged unchanged except that grants made in the same year as termination vest pro-rata for the portion of the year worked. If the executive separates before meeting the age and service requirements of a particular grant, such grant is forfeited.

Involuntary Termination With Cause:. Because all NEOs except Mr. Harlan and Mr. Ungerleider are currently retirement eligible, they will receive the same benefits under an Involuntary Termination with Cause as under retirement, as described above, with the exception of incentive income including LTI , which may be recovered by the Company as described in the Executive Compensation Recovery Policy.

Involuntary Termination Without Cause:. In addition to the benefits described above for any retirement-eligible officers, all NEOs will otherwise receive the following benefits if involuntarily terminated without cause. A lump-sum severance payment of two weeks per year of service up to a maximum of 18 months under the U.

Severance Plan, plus six months base salary under the Executive Severance Supplement. The U. Severance Plan covers most salaried employees in the United States. If eligible for retiree medical, eighteen months of health and welfare benefits at employee rates. For outstanding LTI grants not meeting the age and years of service requirements referenced above, in the event an NEO is involuntarily terminated without cause, they will receive the following:.

Stock Options: Vesting and expiration periods are shortened to the earlier of the existing expiration date or one year. Deferred Stock: Grants are prorated for the number of days worked during the vesting period. Vesting and delivery dates remain unchanged. Performance Shares: Grants are prorated for the number of days worked during the performance period. Vesting periods and delivery dates remain unchanged.

In addition to benefits received due to retirement, as described above, the non-qualified pension benefits are payable as a lump sum in the event of a change-in-control in accordance with the respective plan documents.

Pursuant to agreements entered into in , Messrs. Liveris and Kalil will also receive the following benefits if separated within two years of a change-in-control event as referenced in the Compensation Discussion and Analysis. An additional two years of credited service and age for purposes of calculating retirement benefits three years for the CEO.

Eighteen months of health and welfare benefits at employee rates. Tax gross-up protection in the event severance exceeds statutory thresholds and becomes subject to an excise tax. An executive must meet the double trigger requirement of being involuntarily terminated within two years of a change-in-control in order to receive benefits. Director Compensation. Dow compares its non-employee Director compensation programs, designs and compensation elements to the same Survey Peer Group used for executive compensation, as described in the Peer Group and Survey Pay Data section of the Compensation Discussion and Analysis.

Dow targets the median compensation of the Survey Peer Group for all Director compensation elements. Arnold Allemang retired effective as of the Annual Meeting. Richard Davis was elected to the Board at the Annual Meeting.

Consists exclusively of above-market nonqualified deferred compensation earnings. Non-Employee Directors Stock Grant. In , each non-employee Director received 2, shares of Restricted Stock, with provisions limiting transfer while serving as a Director of the Company, and, at a minimum, for two years from the date of grant. The intent of this New Director Retainer is to encourage a new Director to make an initial investment in the stock of the Company.

It is based on months of Board service for the first year, and is therefore pro-rated for the number of months remaining in the calendar year. Non-employee Directors have a guideline of owning common stock of the Company equal in value to at least five times the amount of the annual Board retainer fee, with a five-year time period after first election to achieve this level. Directors are also required to retain all Deferred Stock and Restricted Stock grants until retirement from the Board.

Banga joined the Board in while Mr. Davis, Mr. Loughridge, Mr. Milchovich and Mr. Miller joined the Board in , each will meet the ownership guideline within the required timeframe. At the election of the Director, fees are deferred into one of several hypothetical investment accounts that accrue investment returns according to the account selected.

Treasury Note yield plus the current five-year Dow credit spread, a phantom Dow stock account tracking the market value of Dow Common Stock with market dividends paid and reinvested, as well as funds tracking the performance of several mutual funds.

These funds are identical to funds offered as part of the Elective Deferral Plan for management level employees. If the Director elects to receive payment in July following his or her 72nd birthday and if he or she remains on the Board beyond his or her 72nd birthday, payments shall start in the July following termination of Board service.

In addition to the compensation described above to be paid by the Company as compensation for their service as directors, Messrs. Milchovich and Miller received additional compensation in connection with their election to the board of directors from a third party.

Specifically, Messrs. In connection with their agreement to serve as Third Point designees, each of Messrs. Pursuant to the TP Agreements, each of Messrs. Who can vote? How many votes can be cast by all shareholders? Each shareholder on the record date may cast one vote for each full share owned. The presence in person or by proxy of the holders of a majority of such outstanding shares constitutes a quorum. If a share is present for any purpose at the meeting, it is deemed to be present for the transaction of all business.

Abstentions and shares held in street name that are voted on any matter will be included in determining the number of votes present. Shares held in street name that are not voted on any matter at the meeting will not be included in determining whether a quorum is present. Table of Contents How do I vote? You may vote either in person at the annual meeting or by proxy. To vote by proxy, you must select one of the following options:. Vote on the Internet Internet voting instructions are printed on the proxy card :.

Have the proxy card in hand. Follow the instructions provided on the site. Submit the electronic proxy before the required deadline p. If you are not the shareholder of record but hold shares through a custodian, broker or other agent, such agent may have special voting instructions that you should follow. Vote by telephone telephone voting instructions are printed on the proxy card :. Follow and comply with the recorded instructions by the applicable deadline p.

Complete the enclosed proxy card:. Complete all of the required information on the proxy card. Sign and date the proxy card. Return the proxy card in the enclosed postage-paid envelope. We must receive the proxy card by p.

If you vote in a timely manner by the Internet or telephone, you do not have to return the proxy card for your vote to count. The Internet and telephone voting procedures appear in the upper right of the enclosed proxy card. You may also log on to change your vote or to confirm that your vote has been properly recorded. If you want to vote in person at the annual meeting, and you own your common stock through a custodian, broker or other agent, you must obtain a proxy from that party in their capacity as owner of record for your shares and bring the proxy to the annual meeting.

How are votes counted? If you specifically mark the proxy card or vote by Internet or telephone and indicate how you want your vote to be cast regarding any matter, your directions will be followed. Wells Fargo Shareowner Services tabulates the shareholder votes and provides an independent inspector of election as part of its services as our registrar and transfer agent.

Can I change my vote? Whether you vote by Internet or telephone or submit a proxy card with your voting instructions, you may revoke or change your vote by:. Please note that your attendance at the annual meeting itself will not revoke a proxy. When are the votes due?

Proxies submitted by shareholders by Internet or telephone will be counted in the vote only if they are received by p. Shares represented by proxies on the enclosed proxy card will be counted in the vote only if we receive your proxy card by p. Table of Contents Trustee on how to vote shares of common stock credited to you on the items of business listed on the proxy card by voting on the Internet or telephone or by indicating your instructions on your proxy card and returning it to us.

The Trustee will vote shares of common stock held in the CEOP for which they do not receive voting instructions in the same manner proportionately as they vote the shares of common stock for which they do receive instructions. If you are a DSP participant, you may instruct Fidelity on how to vote shares of common stock credited to you on the items of business listed on the proxy card by voting on the Internet or telephone or by indicating your instructions on your proxy card and returning it to us.

Fidelity will vote shares of common stock held in the DSP for which they do not receive voting instructions in the same manner proportionately as they vote the shares of common stock for which they do receive instructions.

If you participate in our Automatic Dividend Reinvestment Plan, Wells Fargo Shareowner Services will vote any shares of common stock that it holds for you in accordance with your instructions indicated on the proxy card you return or the vote you make by Internet or telephone. If you do not submit a proxy card for your shares of record or vote by Internet or telephone, Wells Fargo Shareowner Services will not vote your dividend reinvestment shares.

Can I contact board members directly? The Olin Board or Name of the director. Olin Corporation. Clayton, MO Shareholders or other interested parties may also use this Help-Line to communicate with one or more directors on any Olin matter. Table of Contents Who pays for this proxy solicitation? Olin will pay the entire expense of this proxy solicitation.

Who solicits the proxies and what is the cost of this proxy solicitation? Our board is soliciting the proxies. How will the proxies be solicited? Proxy Advisory Group will solicit proxies by personal interview, mail and telephone, and will request brokerage houses and other custodians, brokers and other agents to forward proxy solicitation materials to the beneficial owners of Olin common stock for whom they hold shares.

Our directors, officers and employees may also solicit proxies by personal interview and telephone. How can I submit a shareholder proposal at the annual meeting? You must then present your proposal in person at the annual meeting. You must also present your proposal in person at the annual meeting. How can I directly nominate a director for election to the board at the annual meeting?

Your notice must include:. Table of Contents Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

In addition to directly nominating an individual for election to the board as discussed above, you can suggest that our directors and corporate governance committee consider a person for inclusion in the slate of candidates to be proposed by the board for election at the annual meeting. As noted above, the board is not required to include such nominee in the proxy statement.

How can I obtain shareholder information? Shareholders may contact Wells Fargo Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan at:. Wells Fargo Shareowner Services. PO Box Paul, MN Internet: www. Shareholders can sign up for online account access through Wells Fargo Shareowner Services for fast, easy and secure access 24 hours a day, 7 days a week for future proxy materials, investment plan statements, tax documents and more.

To sign up log on to www. Name and Address of Beneficial Owner. BlackRock, Inc. New York, NY Teachers Advisors, Inc. The Vanguard Group, Inc. Malvern, PA Adage Capital Partners, L. Boston, MA Capital Investors International, Inc. Susquehanna Advisors Group, Inc. Susquehanna Securities. City Avenue. Bala Cynwyd, PA Based on Amendment No. The Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of. All the reporting persons listed above may be deemed a group and therefore deemed to share voting and dispositive power over all such shares, although each reporting person disclaimed beneficial ownership of shares held by the others.

Who are the individuals nominated by the board to serve as directors? The board of directors is divided into three classes. Each class has a term of office for three years, and the term of each class ends in a different year. The board has nominated Messrs. Fischer as a Class II director with a term expiring in The board expects that all of the nominees will be able to serve as directors.

If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by the board, unless the board reduces the number of directors. The board of directors recommends a vote FOR the election of Messrs.

Fischer as a Class II director. How many votes are required to elect a director? A nominee will be elected as a director by a majority of the votes cast. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast and will not affect the outcome of the vote in the election of directors.

Set forth on the following pages are descriptions of the business experience of each director nominee, including a brief summary of the specific experience, qualifications, attributes and skills that led our board to conclude that these individuals should serve as our directors. Bunch served as Chairman of Maverick Tube Corporation a producer of welded tubular steel products used in energy and industrial applications which was acquired by Tenaris, S.

From May until August , Mr. Bunch served on the Board of Directors and as Chairman from January to August of Pioneer Drilling Company a provider of land contract drilling services to independent and major oil and gas exploration and production companies. He is co-chair of the Governance Committee and a member of the Board of Directors and Compensation Committee of Campbell Soup Company a manufacturer and marketer of soup and other food products and a member of the Board of Directors of Nixon Uniform Service and Medical Wear a privately held company that provides, launders, and delivers medical apparel, linens, and other reusable products, primarily to healthcare providers.

Larrimore brings expertise in marketing, sales, strategic planning, mergers and acquisitions and general management. JOHN M. Whitney Investment Management, LLC a company which specializes in financing sustainable and resilient energy technologies and projects , a position he has held since Previously, Mr. He was also a member of the Risk Management Committee of JP Morgan Chase, which was responsible for policy formulation and oversight of all market and credit risk taking activities globally.

Prior to that, Mr. He joined Dow in as a Cost Accountant in Midland, Michigan and held a variety of accounting and controller roles for different Dow businesses. JOHN E. From through , he served as an independent financial consultant to Olin and other unaffiliated companies. From through , he directed all financial functions, acquisitions and divestments for Primex Technologies, Inc.

Prior to this, Mr. He began his career with General Defense Corporation in , serving in various accounting and cost accounting positions prior to being appointed Controller in During Ms. Set forth on the following pages are descriptions of the business experience of each continuing director. The terms of the following directors will continue after the annual meeting, as indicated below. GRAY G. During more than 25 years with Motorola, Mr. Benoist serves on the Board of Directors of Exceptional Minds a not-for-profit organization established to educate and prepare young adults on the autistic spectrum for employment in the graphic arts industry.

Prior to , Mr. Upon Mr. Fischer succeeding Mr. Rupp as Chief Executive Officer, Mr. Rupp will remain Chairman. Prior to that and since March , he was Executive Vice President, Operations, and was responsible for all Olin business operations, including the former Brass Division which became part of the former Metals Group in , Winchester and Chlor Alkali Products. In , he was appointed Vice President, Manufacturing and Engineering.

Rupp serves on the Board of Directors of Quanex Building Products Corporation a manufacturer of value-added engineered materials and components serving building products markets. Olin director since January ; Chair of the Executive Committee. BOGUS, 69, retired in January from his positions as Senior Vice President of The Lubrizol Corporation a global supplier of high performance specialty products for personal care, coatings, plastics, and various industrial products and President of Lubrizol Advanced Materials, Inc.

Bogus joined Lubrizol in April as Vice President and his duties included responsibility for the Fluid Technologies for Industry business section and he served as the head of mergers and acquisitions. Schulz is also trustee emeritus of the University of St. During , the board held fourteen meetings. As part of each regularly scheduled board meeting, the non-executive directors met in executive session.

All of our directors attended the annual meeting. Our board has determined that all of its members, except Mr. Rupp, and Mr. The board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. The board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Our board of directors has adopted a bright line test for the types of de minimis transactions that do not warrant board consideration when making director independence determinations.

During , none of our non-employee directors had any relationship or transaction other than those which fell within the bright line standards described above. Each of our three major standing board committees Audit, Compensation and Directors and Corporate Governance acts under a written charter adopted by the board.

The committee charters can. Table of Contents be viewed on our website at www. Our committees of the board are:. The Audit Committee , which held seven meetings during , advises the board on internal and external audit matters affecting us. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of Exchange Act and the related rules as incorporated into the NYSE standard for independence.

Its members are: Philip J. Schulz, Chair, Gray G. Benoist, Randall W. Larrimore, John M. Rompala, William H. Weideman and Carol A. The board has determined that Philip J. The audit committee:. The Compensation Committee , which held nine meetings during , sets policy, develops and monitors strategies for, and administers, the programs that are used to compensate the chief executive officer and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the compensation committee is comprised solely of directors who meet the NYSE standard for independence.

Its members are: Richard M. Rompala, Chair, Donald W. Bogus, C. Robert Bunch, Randall W. Larrimore and Vincent J. The compensation committee:. The Directors and Corporate Governance Committee , which held four meetings during , assists the board in fulfilling its responsibility to our shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence.

Its members are: Randall W. Larrimore, Chair, Gray G. Benoist, Donald W. Robert Bunch, John. Table of Contents M. Rompala, Philip J. Schulz, Vincent J. Smith, William H. The directors and corporate governance committee:. The Executive Committee meets as needed in accordance with our Bylaws.

Between meetings of the board, the executive committee may exercise all the power and authority of the board including authority and power over our financial affairs except for matters reserved to the full board by Virginia law and matters for which the board gives specific directions. During , this committee held no meetings. The executive committee members are: Joseph D. Rupp, Chair, Randall W. Larrimore, Richard M. Rompala and Philip J. No member of our compensation committee during Messrs.

Bogus, Bunch, Larrimore, Rompala and Smith :. None of our executive officers:. Our directors and corporate governance committee acts as our nominating committee. As a policy, the committee considers any director candidates suggested by shareholders if we receive the appropriate information in a timely manner. Our Principles of Corporate Governance provide that the board chair and CEO, lead director, other directors, employees and shareholders may recommend director nominees to the committee.

The committee uses the same process to review and evaluate all potential director nominees, regardless of who recommends the candidate. The committee reviews and evaluates each nominee and the committee chair, the board chair and CEO and lead director interview the potential new board candidates selected by the committee.

The committee is tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. Although we have no formal policy on diversity for board members, our Principles of Corporate Governance provide that racial and gender diversity are important factors in assessing potential board members, but not at the expense of particular qualifications and experience required to meet the needs of the board.

Our Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom, and mature judgment as among the principal qualities of an effective director. This year, we have six nominees standing for election or re-election. A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of his or her experience and other qualifications for the position, in writing addressed to the board of directors in care of the Secretary, Olin Corporation, Carondelet Plaza, Suite , Clayton, MO USA.

Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement. Our Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director or appoint a board chair who does not also serve as CEO. Currently, our CEO also serves as chairman of the board, and the board selects a separate independent lead director.

Our lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, our lead director must be independent, and is responsible for:. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to the board. In addition to the reports from the audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.

Frank M. Todd A. Slater reports to our Chairman and CEO, but has direct access to our audit committee chair. The committee held seven meetings during the year. During the second half of , the audit committee also completed a self-assessment. Philip J. Schulz, Chair. Gray G. Randall W. John M. Richard M. William H. Carol A. How much stock is beneficially owned by each director, director nominee and by the named executive officers in the Summary Compensation Table?

Those persons include each director, director nominee, each named executive officer NEO in the Summary Compensation Table on page 42, and all directors and executive officers as a group. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table. Name of Beneficial Owner. Donald W. Robert Bunch. Vincent J. Joseph D. John E.

John L. George H. Directors and executive officers as a group, including those named above 26 persons. Such securities have no voting rights. Our Principles of Corporate Governance and our Code of Conduct include policies and procedures requiring pre-approval of certain transactions involving our directors and employees and their family members and affiliated organizations if Olin is a direct or indirect participant. Affiliated organizations include those entities where the individual or family member serves as a director, executive officer or holder of five percent or more of the equity interests.

Our Principles of Corporate Governance require the directors and corporate governance committee or, if that committee determines it is appropriate, the board to pre-approve the following transactions with directors, family members and affiliated organizations:. In addition, our Code of Conduct and related Corporate Policy Statements require the approval of the board of directors before an officer may serve as a director or provide services to another organization as an officer, employee, consultant, etc.

Any such service by other employees must be pre-approved by our CEO, if the potential for a conflict of interest exists. In granting pre-approval, the directors and corporate governance committee, board members and management focus on the best interests of Olin. In addition to the pre-approval process described above, our Code of Conduct and related Corporate Policy Statements prohibit any director or employee from engaging in a transaction that might conflict with the best interests of Olin.

One of our directors, Donald Bogus, inadvertently filed one late Form 4 relating to his acquisition of Olin common stock on October 5, Our NEOs for were:. We announced earlier this year that Mr. Fischer will succeed Mr. Rupp will remain as Chairman of the Board.

As part of the Acquisition, we issued approximately Prior to the Acquisition, we amended our executive change in control agreements and equity plans to allow our board to determine that the Acquisition did not constitute a change of control.

However, as a result of the deferred compensation rules under Section A of the Internal Revenue Code the Code , we were unable to make similar changes to four of our nonqualified pension and deferred compensation plans the NQ Plans without. Table of Contents subjecting plan participants to significant taxes and other penalties.

The consequence was that, pursuant to NQ Plan terms that had been in effect for more than 30 years, we were required to pay out all benefits previously accrued under the NQ Plans the Required NQ Plan Payments in connection with the Acquisition. The reader also is encouraged to read the explanation of these unusual, accelerated payments of previously accrued earnings detailed on page 44 below.

To enhance investor understanding of our compensation decision making, we summarize below certain executive compensation practices we have implemented to reinforce our objectives and drive Olin performance. Table of Contents At the annual meeting of our shareholders, we held an advisory vote on executive compensation. The committee viewed the results of this vote as general broad shareholder support for our executive compensation program.

Accordingly, we made no changes to our executive compensation program as a result of that vote, although as noted above our committee continuously evaluates our executive compensation program and makes changes to respond to market trends. Compensation Program Construction. Our executive compensation program is designed to align with the long-term interests of our shareholders, to reward employees for producing sustainable growth, and to attract and retain the world-class talent that will ensure we succeed.

The committee measures Olin performance in three primary ways for purposes of establishing executive compensation:. Our total direct compensation package comprises three elements:. As further evidence of our commitment to pay for performance, we have delayed base salary increases and suspended saving plan matching contributions in years of particularly harsh economic results. Olin delivered major accomplishments in We had a record year of safety performance.

We completed the Acquisition, making Olin the largest integrated chlor-alkali producer with top-tier low-cost facilities, significantly diversified products and a broad geographic base, and taking significant steps to advance our long-term strategic plan. Our Distribution division doubled the size of its cash flow contribution year over year. Table of Contents The Compensation Committee. The committee is the body primarily responsible for overseeing compensation to our senior officers.

Our committee consists of directors who are independent under the NYSE listing criteria. The committee establishes total compensation opportunities and each of the individual elements for the CEO, and approves compensation for the other executive officers, including the NEOs, based on recommendations by the CEO. To assist in performing its duties, the committee engages Exequity LLP Exequity , an independent board and management advisory firm. In the past several years, the committee discussed its compensation philosophy with Exequity, but otherwise did not impose any specific limitations or constraints on, or otherwise direct, the manner in which Exequity performed its advisory services.

As advisor to the committee, Exequity reviewed the total compensation strategy and pay levels for our NEOs, examined all aspects of our executive compensation programs to ensure their ongoing support of our business strategy, informed the committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the committee on all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management.

The committee routinely meets in executive session without the CEO or other officers present. As appropriate, Exequity attends some of those executive sessions. The committee believed that the comparator group was a good representation of that broader labor pool, and selected pay practices across that group to be the most appropriate benchmark for pay comparison purposes.

It was against these norms that the committee drew its conclusions about the appropriateness of the overall executive officer pay levels for purposes of making pay adjustments. Air Products and Chemicals, Inc. Fuller Company. American Air Liquide Inc. CF Industries, Inc. NewMarket Corporation. PolyOne Corporation. Eastman Chemical Company. Ecolab Inc. The Sherwin-Williams Company. FMC Corporation. The Valspar Corporation. Total Direct Compensation.

Elements of Total Compensation. Below are the primary elements of our executive compensation, together with relevant information about each element:. Factors Used to. Determine Amount. Annual Base. Table of Contents Compensation. Target Annual. Cash Incentive. Performance on key non-financial objectives that we believe are important to our long-term success. Cash flow. Return on capital. Operating income. Division non-financial objectives. Incentive Award. Retirement and Severance. The committee determines the total target direct compensation level for the CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group.

Although the committee is not bound to mirror the comparator group standards when it makes decisions on compensation levels and the mix of elements, the committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. As a guideline, the committee intends that the base salaries, total cash compensation salary and annual cash incentive , and total compensation opportunities total cash compensation plus the grant date value of long-term incentive awards extended to our NEOs as a group approximate the market median of the comparator group practices.

The committee believes that managing total target. Table of Contents pay to the market median for the comparator group allows us to attract, motivate, and retain the quality executive talent Olin needs. The chart below shows how our NEO compensation targeted the median compensation for the comparator group. Beginning in , as noted above, the committee used the comparator group, a comparison more appropriate to our size and industry focus. The percentage differences in the chart below refer to the difference between the median compensation of each comparator group and our target NEO compensation.

Other material increases in compensation generally relate to promotions or added responsibilities. The committee normally adjusts NEO salaries annually in respect of merit, promotion or change in role and changes in market rates for the job. No increase in base salary is automatic or guaranteed. When warranted by cash flow or other considerations, the frequency of adjustment has been extended to 18 months or more, and we have frozen executive base salaries for periods of time.

For example, Mr. At that time, Mr. Determine Comparator Group Metrics. The committee based this determination on the information provided by Exequity regarding the median percentage of net income allocated by the companies in the Aon Hewitt Total Compensation DataBase TM as described above to fund annual incentives for their executives. For this purpose, income was calculated as adjusted earnings per share Adjusted EPS multiplied by the weighted average number of shares outstanding in , where Adjusted EPS represent consolidated net income from continuing operations before the after-tax effect of special charges, gains or losses, or the cumulative effect of a change in accounting, divided by the weighted average number of shares outstanding on a fully diluted basis.

Establish Final Awards.

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401k Vesting Explained

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