UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☑			Filed by a Party other than the Registrant  ☐

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Preliminary Proxy Statement

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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

 

ORION S.A.

(Name of Registrant as Specified In Its Charter)

 

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

Orion S.A.

Société Anonyme

6, Route de Trèves

L-2633 Senningerberg (Municipality of Niederanven)

Grand Duchy of Luxembourg

Notice of 2025 Annual General Meeting

of Shareholders

The Annual General Meeting of Shareholders will be held through private deed and convene on

Thursday, June 26, 2025, at 2:00 p.m. CET, at the registered office of the Company at:

6, Route de Trèves

L-2633 Senningerberg (Municipality of Niederanven)

Grand Duchy of Luxembourg

Dear Shareholders of Orion S.A.,

The board of directors (the “Board of Directors” or “Board”) of Orion S.A., a société anonyme having its registered office at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under registration number B 160558 (the “Company” or “Orion”), convened, in accordance with the provisions of article 10 of the articles of association of the Company, an Annual General Meeting of Shareholders (the “Annual General Meeting” or “General Meeting”). You are cordially invited to attend our 2025 Annual General Meeting of Shareholders, which will be held at 2:00 p.m. Central European Time (“CET”) on June 26, 2025, at the Company’s headquarters at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg.

A Notice of Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders will be mailed to shareholders on or around May 16, 2025.

The following is the agenda of the Annual General Meeting:

1.
Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

2.
Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2025, and ending on December 31, 2025.

• Presentation of the management report by the Board of Directors and the reports of the independent auditor of the Company in relation to the annual accounts and the consolidated financial statements of the Company for the financial year that ended on December 31, 2024.

3.
Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the proxy statement.

2025 Proxy Statement	Orion S.A.	i

4.
Approval of the annual accounts of the Company for the financial year that ended on December 31, 2024.

5.
Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2024.

6.
Allocation of results of the financial year that ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118.

7.
Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2024.

8.
Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year that ended on December 31, 2024.

9.
Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025, and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.

10.
Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.

11.
Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.

Procedures for Voting and Attendance for the General Meeting

The Company urges each shareholder to cast its vote at the General Meeting by completing, signing, dating and returning the respective proxy made available by the Company for use at the General Meeting in accordance with the instructions below.

Only holders of record of the Company’s common shares (the “Common Shares”) outstanding on April 24, 2025, at 11:59 P.M. CET (the “Record Date”) are entitled to attend and vote at the General Meeting.

As of April 24, 2025, the Company had […..] Common Shares issued and outstanding. Each shareholder is entitled to one vote for each Common Share held of record by such shareholder as of the Record Date, on each matter submitted to a vote at the General Meeting. All Common Shares represented by proxy for the General Meeting duly executed and received by voting via telephone and internet until June 19, 2025, 11:59 P.M. EST (June 20, 2025 5:59 A.M. CET), and by voting via hard copy ballots until June 20, 2025, 12:00 P.M. (noon) EST (June 20, 2025 6:00 P.M. CET) (the “Voter Deadline”) will be voted at the General Meeting in accordance with the terms of the proxy. If any other item is properly added to the agenda for the General Meeting under the Company’s articles of association or Luxembourg law, proxies for such General Meeting will be voted in accordance with the best judgment of the proxyholders. Generally, only the items appearing in the convening notice and agenda for the General Meeting can be voted on at the General Meeting. Each shareholder can vote only once on each item on the agenda of the General Meeting. A shareholder may revoke a proxy for the General Meeting by (i) submitting a document revoking it prior to the Voter Deadline, (ii) submitting a duly executed proxy bearing a later date prior to the Voter Deadline, or (iii) attending the General Meeting and voting in person.

You may cast your vote at the General Meeting by marking, signing and dating the proxy card for the General Meeting and returning the proxy card in the enclosed envelope (postage within the United States paid; or in another envelope, postage to be paid), to: Equiniti Trust Company, 55 Challenger Rd, Suite 200B 2nd floor, Ridgefield Park, NJ 07660, U.S.A. Proxy cards that are mailed must be received by Equiniti Trust Company at the above address by the Voter Deadline. No postage is required for mailing of the enclosed envelope in the United States. The Company will bear the cost of soliciting proxies with respect to the matters to be voted on at the General Meeting.

Alternatively, you may also cast your vote over the Internet, at www.proxyvote.com (beneficial shareholders) or www.voteproxy.com (registered shareholders), or by telephone, by following the instructions on your proxy card or the instructions that you received by e-mail from the Company. If you plan to vote over the Internet or by telephone, your votes must be received no later than the Voter Deadline to allow sufficient time to tabulate the votes prior to the start of the General Meeting.

Shareholders may also vote in person at the General Meeting. To vote at the meeting, shareholders must present valid government- issued photo identification. If your shares are held by a bank or broker or other agent, you must also obtain and present a “legal proxy” from the holder of record to vote at the General Meeting. For specific instructions, please refer to the proxy card, notice or e-mail notification you received. Admittance of shareholders to the General Meeting and acceptance of written voting proxies will be governed by Luxembourg law.

Even if you plan to attend the General Meeting, we recommend that you vote your shares in advance of the General Meeting in one of the manners available to you so that your vote will be counted if you later are unable to attend the General Meeting.

If you hold your Common Shares through a bank, brokerage firm or other agent and do not give instructions to your bank, brokerage firm or other agent as to how your Common Shares should be voted at the General Meeting, the Common Shares that you hold through a bank, brokerage firm or other agent will not be voted at the General Meeting on Proposals 1 through 8 and Proposal 11.

ii	Orion S.A.	2025 Proxy Statement

The Company therefore urges all shareholders who hold their Common Shares through a bank, brokerage firm or other agent to promptly provide voting instructions in accordance with the procedures of their bank, brokerage firm or other agent. Your ability to vote over the Internet or by telephone depends on the voting procedures of your bank or broker or other agent.

Directors, executive officers and employees of the Company may solicit proxies in person or by mail, telephone or e-mail, but will not receive any additional compensation for these services. The Company may reimburse brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of Common Shares. The Company may retain a proxy solicitation firm to assist in the solicitation of proxies for the General Meeting.

Each shareholder of record who holds one or more Common Shares on the Record Date will be admitted to participate and vote in the General Meeting. A holder of Common Shares held through an operator of a securities settlement system or recorded as book-entry interests in the accounts of a professional depositary who wishes to attend the General Meeting should receive from such operator or depositary a certificate certifying (i) the number of Common Shares recorded in the relevant account on the Record Date and (ii) that such Common Shares are blocked until the closing of the General Meeting. The certificate should be submitted to the Company no later than the Voter Deadline. If you plan to attend the General Meeting, you are kindly requested to notify the Company thereof in writing and provide your name, address and telephone number and any other necessary materials before the Voter Deadline by post to the registered office of the Company located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg, or by e-mail to investor-relations@orioncarbons.com.

The General Meeting will also be held by live webcast, in addition to the physical location, at 2:00 p.m. CET on June 26, 2025. The dial-in information for participation in the General Meeting by live webcast will be published on our website at (https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx one week prior to the date of the General Meeting. You may ask questions to the Board of Directors until 11:59 p.m. CET on June 23, 2025, by sending an e-mail to investor-relations@orioncarbons.com together with a proof of shareholding. The Board of Directors will respond at the General Meeting to questions duly submitted by shareholders. It will not be possible to raise questions and vote shares during the meeting if you participate via teleconference, and we encourage you therefore to vote your Common Shares prior to the General Meeting.

Shareholders are not entitled to preemptive rights or cumulative voting on any of the aforementioned proposals, nor are holders entitled to appraisal or dissenters’ rights for any matter being voted on at the General Meeting.

Right to Add Items to the Agenda of the General Meeting and to Table Draft Resolutions

One or more shareholders of record holding at least 10% of the outstanding Common Shares (excluding, for the avoidance of doubt, any Common Shares repurchased by the Company) may add items to the agenda of the General Meeting, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the General Meeting. If you plan to add items to the agenda of the General Meeting, you must notify the Company thereof in writing and provide your name, address and telephone number by registered mail to the registered office the Company located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg, or by e-mail to investor-relations@orioncarbons.com. Your request must be received by the Company no later than June 19, 2025, 11:59 p.m. CET.

Quorum/Majority

The General Meeting will deliberate validly regardless of the number of Common Shares present or represented by proxy.

Resolutions will be adopted by a simple majority of the votes validly cast at the General Meeting, regardless of the number of Common Shares present or represented by proxy.

Documents

Copies of the full and unabridged text of the documents to be submitted at the General Meeting together with draft resolutions proposed pursuant to the agenda of the General Meeting will be made available on the Company’s website or may be individually requested by you in writing by post to Orion S.A. 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg, or by e-mail to investor-relations@orioncarbons.com.

BY ORDER OF THE BOARD OF DIRECTORS

 

Dr. Christian Eggert

Secretary of the Company

Senningerberg, April 25, 2025

2025 Proxy Statement	Orion S.A.	iii

Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This proxy statement (the “Proxy Statement”) contains and refers to certain forward-looking statements. These statements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements concerning the potential exposure to market risks, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions.

Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target,” “to be” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters:

• our commercial strategy, optimal leveraging of our production assets and the expectations related thereof;

• our strategies and plans for manufacturing or otherwise;

• our expectations and targets with respect to growth and various financial metrics including free cash flow conversion and generation and capital spending;

• our innovation and investments, including with respect to decarbonization, circularity, Alpha Carbone and otherwise;

• our efforts in customer portfolio balancing and its effects on optimal leveraging of our production assets against a variety of prospective economic backdrops and demand mix scenarios; and

• our expectations on certain climate-and sustainability-related reporting obligations under the relevant laws and regulations.

All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others:

• possible negative or uncertain worldwide economic conditions and developments;

• the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions or natural disasters;

• our dependence on major customers and suppliers;

• our ability to compete in the industries and markets in which we operate;

• our ability to successfully develop new products and technologies;

• our ability to effectively implement our business strategies;

• the volatility of costs, quality and availability of raw materials and energy;

• our ability to realize benefits from investments, joint ventures, acquisitions or alliances;

• our ability to realize benefits from planned plant capacity expansions and planned and current site development projects;

• any information technology systems failures, network disruptions and breaches of data security;

• our exposure to political or country risks inherent in doing business globally;

• rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations may impact energy costs, raw material availability or other economic disruptions;

• our ability to comply with complex environmental, health and safety laws and regulations, and current and any possible future investigations and enforcement actions by governmental, supranational agencies or other organizations;

• environmental, social and governance matters, including regulations requiring a reduction of greenhouse gas emissions or that impose additional taxes or fees on emissions as well as increased awareness and adverse publicity about potential impacts on climate change by us;

• development regulation of carbon black as a nano-scale material;

• our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases as well as other accidents;

• any changes in European Union regulations or similar international regulations on chemical carbon that will affect our ability to market and sell our products;

• any market or regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy;

iv	Orion S.A.	2025 Proxy Statement

• any litigation or legal proceedings, including product liability, environmental or asbestos related claims;

• our ability to protect our intellectual property rights and know-how;

• risks associated with our financial leverage;

• restrictive effects of the covenants in our debt instruments;

• any deterioration in our financial position or downgrade of our ratings by credit rating agencies;

• any fluctuations in foreign currency exchange or interest rates;

• the availability and efficiency of hedging;

• any potential impairments or write-offs of certain assets;

• any required increases in our pension fund or retirement-related contributions;

• the adequacy of our insurance coverage;

• any challenges to our decisions and assumptions in assessing and complying with our tax obligations;

• any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;

• the ability to pay dividends on our common stock at historical rates or at all;

• the difference between our stockholders’ rights and rights of stockholders of a U.S. corporation;

• the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg;

• the difference between Luxembourg & European insolvency and bankruptcy laws from U.S. insolvency laws;

• our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages;

• our ability to recruit or retain key management and personnel;

• any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation; and

• our ability to generate the funds required to service our debt and finance our operations.

It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For further information regarding factors that could affect our business and financial results and the related forward-looking statements, see “Item 1A. Risk Factors” of the Form 10-K filed with the SEC on February 20, 2025.

2025 Proxy Statement	Orion S.A.	v

Your Vote is Important

Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the proxy card. It is important that your Common Shares be represented and voted at the General Meeting. Please submit your proxy via the Internet, telephone or via mail. If you chose to submit your proxy by mail, please complete and return the hardcopy proxy card to the address provided on the return envelope. You may revoke your proxy at any time prior to its exercise at the General Meeting. Please do not return the hardcopy proxy card to the address provided on the return envelope if you are voting through the Internet or by telephone or plan to vote in person at the General Meeting in Luxembourg.

Important Notice Regarding the Availability of Proxy Materials for the General Meeting to be held on June 26, 2025:

Information and materials concerning the General Meeting are available in the Investor Relations section of our website at https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx aspx. The information and materials available online are comprised of:

• Convening Notice of the Annual General Meeting of Shareholders

• Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (as amended)

• Proxy card for the Annual General Meeting of Shareholders

• Annual Report on Form 10-K

• Annual Accounts in accordance with Luxembourg law and based on generally accepted accounting principles in Luxembourg for the financial year that ended on December 31, 2024, and Independent Auditor’s Report as of December 31, 2024

• Consolidated Financial Statements in accordance with Luxembourg law and based on US GAAP for the financial year that ended on December 31, 2024, and Independent Auditor’s Report as of December 31, 2024

vi	Orion S.A.	2025 Proxy Statement

Table of Contents    

Notice of General Meeting			i
Proxy Statement Summary			viii
Proxy Statement			1
BOARD NOMINEES AND CORPORATE GOVERNANCE			5
AGM Proposal 1: Election of Directors			6
Corporate Governance and Director Independence			22
Board Leadership Structure, Board’s Role in Risk Oversight, and Board and Committee Meetings			33
AGM Proposal 2: Approval of the Compensation of the Board of Directors of the Company			38
Executive Officers			41
Security Ownership of Certain Beneficial Owners			43
COMPENSATION			44
AGM Proposal 3: Advisory Vote on Executive Compensation			45
Compensation Discussion and Analysis			46
Compensation of Our Named Executive Officers			62
AUDIT			74
AGM Proposal 4: Approval of the Annual Accounts of the Company for the Financial Year that Ended on December 31, 2024			76
AGM Proposal 5: Approval of the Consolidated Financial Statements of the Company for the Financial Year that Ended on December 31, 2024			77
AGM Proposal 6: Allocation of Results of the Financial Year 2024			78
AGM Proposal 7: Discharge of the Members of the Board of Directors of the Company			79
AGM Proposal 8: Discharge of the Independent Auditor of the Company			80
AGM Proposal 9: Appointment of the Independent Auditor for the Year Ending December 31, 2025			81
AGM Proposal 10: Ratification of the Appointment of the Independent Registered Public Accounting Firm for the Year Ending December 31, 2025			83
AGM Proposal 11: Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company			84
Additional Information			86
Annex A: Non-U.S. GAAP Measures			87

2025 Proxy Statement	Orion S.A.	vii

Proxy Statement Summary

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

Notice of Annual Meeting of Shareholders

We invite you to attend Orion’s Annual General Meeting of Shareholders either physically or virtually and act upon the following matters:

Agenda and Voting Recommendations

	Proposals						Board Recommendation
	1			Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.						FOR ALL NOMINEES pg.6
	2			Approval of the compensation paid to the Board of Directors of the Company for the period commencing on January 1, 2025, and ending on December 31, 2025.						FOR pg.38
	3			Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the Proxy Statement.						FOR pg.45
	4			Approval of the annual accounts of the Company for the financial year that ended on December 31, 2024.						FOR pg.76
	5			Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2024.						FOR pg.77
	6			Allocation of results of the financial year that ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118.						FOR pg.78
	7			Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2024.						FOR pg.79
	8			Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2024.						FOR pg.80
	9			Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025, and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.						FOR pg.81
	10			Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.						FOR pg.83
	11			Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.						FOR pg.84

 

Dr. Christian Eggert

Secretary of the Company

				2025 Annual General Meeting
				Date and Time Thursday, June 26, 2025, at 2:00 p.m. CET
				Place Physical: 6, Route de Trèves L-2633 Senningerberg (Municipality of Niederanven) Grand Duchy of Luxembourg   Virtual via live webcast at www.webcasts.com/Orion2025
				Record Date April 24, 2025, at 11:59 P.M. CET
				How to Vote
				In Person At the General Meeting
				Over the Internet At www.proxyvote.com
				By Mail Sign, date and return the proxy card in the enclosed envelope

viii	Orion S.A.	2025 Proxy Statement

Proxy Statement Summary

Business Highlights

				​Achieved $44+ million of Net Income and $300+ million of Adjusted EBITDA for Third Consecutive Year Orion’s net income was approximately $44 million in 2024, a decrease from over $100 million in 2023 and 2022, primarily due to the fraud incident discussed below. In 2024, Orion delivered more than $300MM of adjusted EBITDA for its third consecutive fiscal year, despite nearly 2.5 years of soft manufacturing activity as reflected in the Purchasing Manager Index being below 50% in key North American and European geographies, and despite elevated tire import levels into these regions, which indirectly impact Orion results by pressuring our customers’ local manufacturing activity. Notably, the 2024 EBITDA generation was about 14% higher than pre-pandemic “mid-cycle” achievement thresholds (in 2016-2018, on average), despite approximately 15% lower annual volumes, and despite a stronger dollar during 2024 when compared to that pre-pandemic period.

				Successful Commercial Strategy: Awarded Additional Supply Lanes and Diversified Customer Portfolio Mix Our annual supply agreement negotiations during 2024 were a success, insomuch as achieving several strategic objectives, such as being awarded additional production lanes in multiple geographies for 2025. Our efforts in customer portfolio rebalancing will enable a more optimal leveraging of our production assets against a variety of prospective economic backdrops and demand scenarios.

				Broke Ground on Acetylene-Black Conductive Carbon Manufacturing Plant In early 2024, Orion broke ground on its greenfield Specialty segment investment at La Porte, Texas, where the company should begin manufacturing high purity and highly conductive acetylene-based conductive carbon additives in the near future. These differentiated grades of carbon black will enable Orion to participate more materially in the carbon-black industry’s highest-growth end markets, including supplying battery inputs for electric vehicles and energy storage systems, as well as conductive materials for high voltage wires and cables, among other applications. The La Porte investment is the final of three organic brownfield and/or greenfield investments the company has made in recent years, including expansions in Italy, China and now the U.S.

				Further Advanced Industry’s Circularity Leadership Via Tire Pyrolysis Capabilities Orion remains convinced leadership in both decarbonization efforts and innovation related to circularity will translate to competitive advantage over time. To this end, we have established relevant formal partnerships including our 2024 investment in a European tire-recycling company that will facilitate the ramping of commercial scale quantities of tire pyrolysis oil (or TPO) from recycled tires. When coupled with internal infrastructure improvements, such as dedicated TPO storage tanks and related processing capabilities at our plant in Eastern Europe, Orion is uniquely positioned to produce large scale volumes of circular grades of carbon black for customers focused on sustainable solutions. Orion is the only industry participant to have produced circular carbon black from 100% TPO as a feedstock.

				Repurchased Nearly 2% of Shares Outstanding in 2024, Ahead of Anticipated Free Cash Flow Inflection for 2025-2026 Upon conclusion of recent EPA compliance and current organic growth projects, Orion is positioned to sharply improve its free cash flow generation. Reflecting high confidence and good visibility around our improving free cashflow in coming years and considering Orion’s share price valuation, management reinitiated share repurchase activity under its existing buyback authorization starting in August of 2024. During the last 5 months of 2024, the company repurchased more than 1.1 million shares, or about 1.9% of shares outstanding, and buyback activity has continued into 2025. Since instituting a share repurchase program a little more than 2 years ago, Orion has bought back around 7% of its net shares outstanding.

Financial Highlights

Orion delivered net income of $44.2 million, about 57% lower than last year, primarily due to the fraud incident discussed below. Despite challenges faced in Western tire production levels and consequently lower than expected rubber demand, Orion delivered an EBITDA about 14% higher than pre-pandemic “mid-cycle” achievement thresholds. While net income was reduced primarily due to the fraud incident, we had our third consecutive year of $300+ million EBITDA, which is mainly a result of our unwavering efforts to diversify our customer portfolio mix by securing new Rubber segment supply agreements and debottlenecking Special segment production lines,

$44.2 million Net Income			$302 million Adj. EBITDA*			$1,878 million Net Revenue			$25 million Returned to Shareholders through dividends and buybacks

*
Refer to Annex A for information about our non-US GAAP financial measures and a reconciliation of our net income to EBITDA and Adjusted EBITDA.

2025 Proxy Statement	Orion S.A.	ix

Proxy Statement Summary

Sustainability Highlights

Our three sustainability pillars, enabling carbon black, circular carbon black and renewable carbon black, are deeply ingrained into our business strategy and day-to-day operations. They are the key drivers for the innovative and sustainable solutions that Orion offers its customers to enable more sustainable everyday living and contribute to the creation of long-term success, growth and business resilience.

Strengthening our sustainability drive is our short-term incentive plan with a 5% weighting for safety performance and an additional 5% weighting for sustainability performance. Our long-term incentive plan is focused on relative Total Shareholder Return (rTSR) and Return on Capital Employed (ROCE) but also has a 12.5% sustainability performance weighting and an additional12.5% employee engagement score weighting. These performance metrics ensure our leadership focus on creating long-term value while aligning with our shareholders’ interests.

We are proud to be named a top workplace by the Houston Chronicle for a second consecutive year, which underscores our continued efforts to become an employer of choice.

Our people’s dedication to Orion’s sustainability pillars is reflected in the achievements and external recognition received as highlighted below.

 

x	Orion S.A.	2025 Proxy Statement

Proxy Statement Summary

Board Highlights

The Orion Board of Directors is currently composed of nine directors with an extensive variety of skills, expertise and experience that is deemed critical to support our strategy and create long-term value for shareholders. Each of our directors is independent, except for Mr. Corning Painter, our CEO. On February 27, 2025, our Board of Directors approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting, following the expected retirement of Mr. Hans-Dietrich Winkhaus from the Board of Directors. Mr. Winkhaus is not standing for re-election at the Annual General Meeting.

 

Orion Board of Directors from left: Mary Lindsay, Michel Wurth, Paul Huck, Kerry Galvin, Dan Smith, Corning Painter, Yi-Hyon Paik, Hans-Dietrich Winkhaus and Didier Miraton

 

Board Snapshot

 

 

The information above reflects our current Board of Directors nominees. It does not include Mr. Hans-Dietrich Winkhaus, who will serve on our Board until his retirement from our Board on June 26, 2025. He will not stand for reelection. Additionally, the information above includes Ms. Jacqueline Hoogerbrugge, who is a new director nominee to be considered for election to the Board of Directors at the Annual General Meeting.

2025 Proxy Statement	Orion S.A.	xi

Proxy Statement Summary

DIRECTOR SINCE August 2018	CURRENT DIRECTOR	U.S. CITIZEN
	Kerry Galvin, 64 Retired General Counsel General Counsel of AXIP Energy Services LP and previously Lyondell Chemical Company COMMITTEE(S) Nominating, Sustainability and Governance (Chair), Audit
New Director Nominee	NEW DIRECTOR NOMINEE	DUTCH. CITIZEN
	Jacqueline Hoogerbrugge, 61 Retired President of Operations of Cloetta AB COMMITTEE(S) To be determined by the Board upon election
DIRECTOR SINCE July 2014	CURRENT DIRECTOR	U.S. CITIZEN
	Paul Huck, 75 Retired Chief Financial Officer of Air Products and Chemicals COMMITTEE(S) Audit (Chair), Compensation
DIRECTOR SINCE July 2020	CURRENT DIRECTOR	U.S. CITIZEN
	Mary Lindsey, 69 Retired Chief Financial Officer of Commercial Metals Company COMMITTEE(S) Audit
DIRECTOR SINCE July 2014	CURRENT DIRECTOR	FRENCH CITIZEN
	Didier Miraton, 66 President of Consulting Firm, LA Combe SAS, former Managing Partner of Michelin COMMITTEE(S) Compensation

DIRECTOR SINCE July 2020	CURRENT DIRECTOR	U.S. CITIZEN
	Yi Hyon Paik, 69 Partner at Asia-IO Partners, Retired President and Chief Strategy Officer of Samsung SDI Company COMMITTEE(S) Nominating, Sustainability and Governance
DIRECTOR SINCE September 2018	CURRENT DIRECTOR	U.S. CITIZEN
	CHIEF EXECUTIVE OFFICER
	Corning Painter, 62 CEO of Orion S.A. Group COMMITTEE(S) None
DIRECTOR SINCE July 2014	CURRENT DIRECTOR	U.S. CITIZEN
	Dan Smith, 78 Retired Chairman, President and Chief Executive Officer of Lyondell Chemical Company COMMITTEE(S) Chairman of the Board, Compensation (Chair)
DIRECTOR SINCE July 2014	CURRENT DIRECTOR UNTIL JUNE 25, 2026	GERMAN CITIZEN
	Hans-Dietrich Winkhaus, 87 Retired Chief Executive Officer of Henkel KGaA COMMITTEE(S) Audit Committee
DIRECTOR SINCE July 2020	CURRENT DIRECTOR LUXEMBOURG CITIZEN
	Michel Wurth, 71 Retired Senior Executive Vice President and Member of the Group Management Board of ArcelorMittal COMMITTEE(S) Nominating, Sustainability and Governance

xii	Orion S.A.	2025 Proxy Statement

Proxy Statement Summary

Corporate Governance Highlights

Our Board of Directors believes that good corporate governance through a knowledgeable, accountable and engaged Board and transparent communication with our shareholders and other stakeholders are essential for Orion’s long-term success. The attributes highlighted below demonstrate an accountable, independent and engaged Board that possesses the right mix of skills and experience to support our strategy.

				Annual election of all directors						Thorough annual Board and committee evaluation and self-assessment process
				Independent Board (8 out of 9 nominees)						Recurring review of committee charters
				Independent Board Chair						Recurring review of Company strategy, global company policies and material legal and regulatory developments and best practices
				​Refreshed and Broadly Mixed Board with 33% female, 22% veteran, 5 different countries of origin, 5 new directors in last 5 years						Regular Board review of CEO succession plan and assessment of senior leadership positions
				Highly skilled and qualified Board with 33% past CEO, 44% past CFO, 67% past Head of Operations, 67% Human Capital experience and 100% sustainability experience						Structured orientation process for new directors with continued education sessions. Added focus on cybersecurity including Artificial Intelligence (AI) risks since 2023
				Executive sessions at each regular Board and committee meeting						Strong engagement and commitment by all directors evidenced by 98% Board, 98% committee meeting and 100% plant visit attendance rate in 2024
				Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as cybersecurity						Increased sustainability focus through adding related metrics to short-term and long-term incentive plans since 2020

2025 Proxy Statement	Orion S.A.	xiii

Proxy Statement Summary

NEO Highlights

Corning F. Painter

 

CEO of Orion

 

 

 

 

Jeff

Glajch

 

CFO of Orion

 

 

 

 

Sandra

Niewiem

 

SVP, Global Specialty Carbon Black and EMEA Region of Orion

 

Pedro

Riveros

 

SVP, Global Rubber Carbon Black and Americas Region of Orion

 

Carlos

Quinones

 

SVP, Global Operations of

Orion

   

 

Executive Compensation

 

1)
Ms. Niewiem’s base salary is approved and paid in Euros. STI payouts are paid in local currency, and therefore Ms. Niewiem’s STI payouts are also paid in Euros. Her 2024 base salary was EUR 357,792, and her target STI was EUR 214,675 which have been converted to U.S. Dollars using the December 31, 2024, exchange rate of USD 1.04.

xiv	Orion S.A.	2025 Proxy Statement

Proxy Statement Summary

The Compensation Committee (as defined below) sets rigorous targets for our short-term and long-term incentive plans, increasingly focusing on sustainability and human capital, of which the latter is reflected in our employee engagement metric included in our long-term incentive plan.

 

 

2025 Proxy Statement	Orion S.A.	xv

Orion S.A. 2025 Annual General Meeting of Shareholders

Proxy Statement

Information Concerning Voting and Solicitation

The accompanying proxy is solicited on behalf of the Board of Directors for use at the Company’s 2025 Annual General Meeting to be held at the Company’s headquarters located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg on June 26, 2025, at 2:00 p.m. CET, and any adjournment thereof.

On or about May 16, 2025, we will mail to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement (the “Proxy Statement”) and the annual accounts prepared in accordance with Luxembourg law and based on generally accepted accounting principles in Luxembourg for the financial year that ended on December 31, 2024, and our consolidated financial statements prepared in accordance with Luxembourg law and based on U.S. GAAP for the financial year that ended on December 31, 2024, as well as our Annual Report on Form 10-K.

The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can receive a paper copy of the proxy materials. Our 2024 stand-alone accounts, consolidated accounts and Annual Report on Form 10-K, Notice of Internet Availability of Proxy Materials and the proxy card are first being made available online on or around May 16, 2025.

2025 Proxy Statement	Orion S.A.	1

Orion S.A. 2025 Annual General Meeting of Shareholders

Proxy Statement

Questions and Answers About the General Meeting and Voting

What proposals are scheduled to be voted on at the Annual General Meeting and what is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual General Meeting?

Shareholders will be asked to vote on the following proposals:

Proposals

	Proposals						Board Recommendation
	1			Election of the nine director nominees each for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.						FOR ALL NOMINEES pg. 6
	2			Approval of the compensation paid to the Board of Directors of the Company for the period commencing on January 1, 2025, and ending on December 31, 2025.						FOR pg. 38
	3			Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the Proxy Statement.						FOR pg.45
	4			Approval of the annual accounts of the Company for the financial year that ended on December 31, 2024.						FOR pg.76
	5			Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2024.						FOR pg.77
	6			Allocation of results of the financial year that ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118.						FOR pg.78
	7			Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2024.						FOR pg.79
	8			Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2024.						FOR pg.80
	9			Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025, and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.						FOR pg. 81
	10			Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting rm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.						FOR pg. 83
	11			Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.						FOR pg. 83

We are not aware of any other business to be brought before the Annual General Meeting. If any additional business is properly brought before the Annual General Meeting, proxies will be voted on those matters in accordance with the best judgment of the person or persons acting under the proxies.

How many votes are needed to approve the proposals and what is the effect of broker non-votes, abstentions or withheld votes?

As of April 24, 2025, the Company had [….] Common Shares issued and outstanding. Each Common Share is entitled to one vote on each matter brought before the Annual General Meeting.

Unless otherwise required by applicable law or by the articles of association of the Company, resolutions at the Annual General Meeting are adopted by a simple majority of the votes validly cast. Therefore, each proposal made herein can be approved by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting.

The holders of Common Shares are not entitled to preemptive rights or cumulative voting on any of the aforementioned proposals, nor are such holders entitled to dissenters’ or appraisal rights with respect to such proposals.

2	Orion S.A.	2025 Proxy Statement

Orion S.A. 2025 Annual General Meeting of Shareholders

Proxy Statement

Abstentions, broker non-votes (see below) and nil votes will not be taken into account. A nil vote under Luxembourg law means a vote that does not show clearly the intention of the shareholder to cast a vote for, against or to abstain with regard to a specific resolution.

Who can vote at the Annual General Meeting?

Shareholders as of the Record Date for the Annual General Meeting are entitled to vote at the Annual General Meeting. As of April 24, 2025, the Company had [….] Common Shares issued and outstanding.

“Shareholder of Record”: Common Shares Registered in Your Name

If on the Record Date your Common Shares were registered directly in your name with our transfer agent, Equiniti, then you are considered a shareholder of record with respect to those Common Shares.

As a shareholder of record, you may vote at the Annual General Meeting or vote by proxy. Whether or not you plan to attend the Annual General Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning the proxy card.

“Beneficial Owner”: Common Shares Registered in the Name of a Broker or Nominee

If on the Record Date, you hold your Common Shares through a bank, brokerage firm or other agent and do not give instructions to your bank, brokerage firm or other agent as to how your Common Shares should be voted at the Annual General Meeting, the Common Shares that you hold through a bank, brokerage firm or other agent will not be voted on Proposals 1 through 8 and Proposal 11. The Company therefore urges all shareholders who hold their Common Shares through a bank, brokerage firm or other agent to promptly provide voting instructions in accordance with the procedures of their bank, brokerage firm or other agent.

How do I vote?

If you are a shareholder of record, you may use one of the following means:

• vote in person—we will provide a ballot to shareholders who attend the Annual General Meeting and wish to vote in person

• vote by telephone in advance of the Annual General Meeting

• vote by traditional mail—if you request a paper proxy card, complete, sign and date the proxy card then follow the instructions on the proxy card

• vote via the Internet—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website

All Common Shares represented by proxy for the Annual General Meeting duly executed and received by the Voter Deadline will be voted at the Annual General Meeting in accordance with the terms of the proxy. This includes votes submitted via the Internet or by telephone. Submitting your proxy, whether via the Internet, telephone or by mail if you requested a paper proxy card, will not affect your right to vote in person at the Annual General Meeting if you were a shareholder of record as of 11:59 P.M. CET on April 24, 2025, and should you decide to attend the Annual General Meeting and vote your shares at the Annual General Meeting. If you decide to vote in person at the Annual General Meeting, your previous proxy will be revoked and become void.

If you are not a shareholder of record, please refer to the voting instructions provided by your nominee that will direct you on how to vote your Common Shares.

Your vote is important. Whether or not you plan to attend the Annual General Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual General Meeting if you have already voted by proxy.

How do I revoke my proxy?

A shareholder giving a proxy has the power to revoke it at any time before it is voted by providing written notice to the Secretary of the Company or by delivering a later-dated proxy or by voting in person at the Annual General Meeting.

What is the quorum requirement for the Annual General Meeting?

There is no quorum requirement. The Annual General Meeting will proceed regardless of the number of Common Shares present or represented by proxy.

What are broker non-votes?

Broker non-votes occur when Common Shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the Common Shares on a particular resolution item.

2025 Proxy Statement	Orion S.A.	3

Orion S.A. 2025 Annual General Meeting of Shareholders

Proxy Statement

Broker non-votes have no effect on the matters voted upon. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your Common Shares will not be authorized to vote on Proposals 1 through 8 and Proposal 11 (broker non-votes). The appointment of the independent auditor (Proposal 9) and the ratification of the appointment of the independent registered public accounting firm (Proposal 10) are considered to be routine matters and, accordingly, even if you do not instruct your broker, bank or other nominee on how to vote the Common Shares in your account for Proposal 9 or Proposal 10, brokers will be permitted to exercise their discretionary authority to vote for the appointment of the independent auditor and the ratification of the appointment of the independent registered public accounting firm. We encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual General Meeting.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card.

If you do not vote on specific resolution items and you hold your Common Shares through a broker, bank or other nominee and your broker, bank or other nominee does not have discretionary power to vote your shares, your Common Shares may constitute “broker non-votes” (as described above). Voting results will be tabulated and certified by the scrutineer of elections appointed for the Annual General Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to shareholders except where delivery of paper copies of the proxy materials is required by law or requested by a shareholder. Accordingly, on or around May 16, 2025, the Company will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to the shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability and at https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx Statements/default.aspx. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help the environment and reduce costs to the Company associated with the physical printing and mailing of proxy materials.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to use the Internet to:

• View the Company’s proxy materials for the Annual General Meeting

• Instruct the Company to send future proxy materials to you by e-mail

The Company’s proxy materials are also available at https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our Common Shares. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.

4	Orion S.A.	2025 Proxy Statement

 

	Corporate Governance
	PROPOSAL 1 Election of Directors			1
	Board of Director Nominees			7
	Board Committees			18
	PROPOSAL 2 Approval of the Compensation of the Board of Directors of the Company			38
	Director Compensation			39
	Board’s Risk Oversight			34
	Cybersecurity			35
	Human Capital			30
	Sustainability			29

Some of our Board members during a recent Orion plant visit

PROPOSAL 1

Election of Directors

Eight director nominees are current directors of the Board. Only Ms. Jacqueline Hoogerbrugge is a new director nominee to be considered for election to the Board of Directors. Each director nominee presented below, if elected, will serve as a director until the next Annual General Meeting of shareholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal. All the director nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve on the Board if they are elected. Following the 2025 Annual General Meeting, the Board will remain fully independent except for our CEO, Mr. Painter. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that any nominee is unable to serve as a director or should otherwise become unavailable before the 2025 Annual General Meeting, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or the Board may elect to reduce the size of the Board.

Director Nominees

Our Board believes that it is necessary for each of our directors to possess qualities such as integrity and honesty as well as attributes and skills that contribute to a variety of views and perspectives amongst the directors. These characteristics enhance the overall effectiveness of the Board. The ability and willingness to commit adequate time and attention to Board and committee activities, and the complementing mix of individual’s skills and personality in line with those of other directors are additional key criteria for Board membership.

As described under section “Corporate Governance and Director Independence – Selection and Evaluation of Director Candidates” and as further prescribed in the committee’s charter, our Nominating, Sustainability and Governance Committee considers all factors it deems relevant after thorough review when evaluating prospective candidates or current board members for nomination to our Board. Candidates brought to the attention of the Nominating, Sustainability and Governance Committee by shareholders are evaluated with the same criteria as the Board’s own nominees. All our director nominees bring to the Board leadership experience derived from past and present service. There are no family relationships between these directors and executive officers of the Company, and no legal proceedings adverse to the Company are pending in which director nominees are involved as a party or otherwise.

The director nominees bring a broad variety of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provides our Board with the skills and expertise that reflect the needs of the Company. Certain individual experiences, qualifications and skills of our directors that contribute to the Board’s effectiveness are described in the biographies set forth below.

We are asking our shareholders to approve the following resolution regarding the appointment of each director nominee:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby appoint each director nominee as a director of the Company to serve on the Board of Directors for a term ending on the date of the Annual General Meeting of shareholders of the Company called to approve the Company’s annual accounts and consolidated financial statements for the financial year ending December 31, 2025.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE COMPANY’S BOARD OF DIRECTORS.

6	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

Board of Director Nominees

 

2025 Proxy Statement	Orion S.A.	7

PROPOSAL 1: Election of Directors

Board of Director Nominees Background Mix

 

The information above reflects our nominees for election to our Board of Directors, which includes our current Board of Directors other than Mr. Hans-Dietrich Winkhaus, who is excluded from the information above due to his retirement from the Board as of June 26, 2025. Additionally, the information above includes Ms. Jacqueline Hoogerbrugge, who is a new director nominee to be considered for election to the Board of Directors at the Annual General Meeting.

8	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

BIOGRAPHIES OF DIRECTORS AND DIRECTOR NOMINEES

	Board member since August 2018	CURRENT DIRECTOR			U.S. CITIZEN
		Kerry Galvin, 64
		Orion Board Committee(s): Nominating, Sustainability and Governance Committee (Chair) and Audit Committee			Other Company Boards and Relevant Affiliations: Former board member of the American Corporate Counsel Association, Alumni Association of the University of Michigan, and The Georgetown University Board of Regents
		Key Qualifications and Skills: Legal, Compliance, Risk Management, Corporate Governance, sustainability, Finance
		Key (Prior) Business Experience			Education
		•  Executive officer and General Counsel of Axip Energy Services LP (2010-2015)   •  Executive officer and General Counsel of Lyondell Chemical Company (2000-2008)   •  In-house Counsel of Lyondell Chemical Company (1990-2000)			•  B.S. degree in foreign service, Georgetown University   •  J.D. degree, University of Michigan   •  Master class Cybersecurity, National Association of Corporate Directors (NACD)
		​Ms. Galvin brings to the Board over 36 years of experience in managing legal, compliance, human resources, environmental and facilities, risk management, public relations and government affairs functions. She worked extensively in corporate finance, securities law and corporate governance, including advising boards of directors and serving as an executive officer at a public company. Throughout her career, Ms. Galvin gained in-depth experience in sustainability related matters.
		Q&A: Which Board activity over the past year stands out to you? “The process for evaluating the composition and effectiveness of the Board and the selection of a proposed new Board member to be included in the 2025 Proxy.”

2025 Proxy Statement	Orion S.A.	9

PROPOSAL 1: Election of Directors

	New Director Nominee	NEW DIRECTOR NOMINEE			DUTCH CITIZEN
		Jacqueline Hoogerbrugge, 61
		Orion Board Committee(s): to be determined by the Board upon election			Other Company Boards and Relevant Affiliations: board member, audit committee and people & culture committee member of Koninklijke Jumbo Food Group N.V., board member and chair of the remuneration committee of BA Glass, member of the board of Broadview Holding B.V., board member and audit committee member of Dometic AB, former remuneration committee member of Swedish Match AB, former board member of IKEA Industry AB, former executive board member of Cloetta AB and former board member of Cederroth International AB.
		Key Qualifications and Skills: Manufacturing, Engineering, Supply Chain, Procurement, Sustainability
		Key (Prior) Business Experience			Education
		•  President operations of Cloetta AB (2010-2017)   •  Vice President operations of medical division of Danone (2009-2010)   •  Vice President procurement global baby and medical division of Danone (previous Royal Numico) (2006-2009)   •  Factory director as well as several managerial roles in operations, corporate engineering and manufacturing, procurement and supply chain at Unilever (1993-2006)   •  Several management functions in sales, marketing and engineering at Fluor Daniel (1988-1993)			•  M.S. degree in chemical engineering, Rijksuniversiteit Groningen
		If elected, Ms. Hoogerbrugge will bring to the Board 30 years of leadership experience in operational excellence, procurement, change management (including M&A and restructuring), people development and sustainability in global industrial consumer products companies. She has served on the board of directors of 8 companies, including 3 publicly listed companies, and has been a member of both audit and remuneration committees.
		Q&A   If elected, what do you look forward to learning about Orion as a director? “My chemical side is fascinated by the complexity that a single carbon atom can bring. Complexity regarding different processes leading to different product attributes as well as the multitude of end-product applications. How to create optimal value out of this complex puzzle is a journey that I would gladly embark upon.”

10	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

	Board member since July 2014	CURRENT DIRECTOR			U.S. CITIZEN
		Paul Huck, 75
		Orion Board Committee(s): Audit Committee (Chair) and Compensation Committee			Other Company Boards and Relevant Affiliations: board member of St. Luke’s University Health Network, former board member of AdvanSix, Inc. and former board member of NewPage Corporation
		Key Qualifications and Skills: Financial expert, Accounting, IT including cybersecurity
		Key (Prior) Business Experience			Education
		•  Chief Financial Officer of Air Products and Chemicals (2004-2013)   •  Corporate Controller of Air Products and Chemicals (1994-2004)   •  Various finance and controlling positions at Air Products and Chemicals (1979-1994)   •  U.S. Navy Officer			•  B.S. degree in Mathematics, United States Naval Academy   •  MBA degree, Johnson Graduate School of Management at Cornell University
		Mr. Huck brings to the Board over 30 years of leadership, financial and accounting experience in the chemicals industry, as well as extensive experience with regulated industries, operations as well as sustainability related matters.
		Q&A: Which Board activity over the past year stands out to you? “I believe it is the Board's increased focus on cybersecurity. We have moved to have the Audit Committee review the progress on this topic at every regular Audit Committee meeting with a report back to the Board at its next meeting. Also, the head of cybersecurity comes forward to the full Board to give an overview of our progress and future plans each year. We have also used the NIST framework for the evaluation of our cybersecurity progress and prioritizing our plans.”

2025 Proxy Statement	Orion S.A.	11

PROPOSAL 1: Election of Directors

	Board member since July 2020	CURRENT DIRECTOR			U.S. CITIZEN
		Mary Lindsey, 69
		Orion Board Committee(s): Audit Committee			Other Company Boards and Relevant Affiliations: Audit Committee chair of Lindsay Corporation and Methode Electronics, Inc.
		Key Qualifications and Skills: Financial expert, Accounting, Tax, Legal
		Key (Prior) Business Experience   •  Chief Financial Officer of Commercial Metals Company (2016-2019)   •  Vice President, Tax and Investor Relations of Commercial Metals Company (2015-2016)   •  Vice President, Tax of Commercial Metals Company (2009-2015)   •  Various positions including corporate attorney, business strategy, Vice President, Tax and Tax Counsel of The Timken Company (1985-2005)			Education   •  B.A degree in Russian and Political Science, State University of New York   •  J.D. degree, State University of New York   •  LL.M. degree in Taxation, Case Western University   •  CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University
		Ms. Lindsey brings to the Board extensive experience in financial, accounting and tax matters. She is a financial expert and served as an executive officer at a public company.
		Q&A: What do you like best about Orion’s Board culture? “The Board culture at Orion is notable for the ability for all board members to express freely their opinions on important topics. Despite the varying perspectives of the board members the board works toward a solution which respects everyone’s views.”

	Board member since July 2014	CURRENT DIRECTOR			FRENCH CITIZEN
		Didier Miraton, 66
		Orion Board Committee(s): Compensation Committee			Other Boards and Relevant Affiliations: board member of Thea Holding, Khéoos, Biotyfood, TrustInSoft, Aviwell
		Key Qualifications and Skills: General management, Industrial manufacturing, R&D, Innovation, IT
		Key (Prior) Business Experience   •  Professor MBA program, Collège des Ingénieurs (2012-present)   •  President of La Combe SAS (2016-present)   •  CEO of Almérys SAS (2013-2015)   •  CEO of Pierre Fabre (2012-2013)   •  Managing Partner of Michelin (2007-2011)   •  President, Research & Technology of Michelin (2001-2011)   •  Supervisor, Industrial Policy of Michelin 2003-2011)			Education   •  Civil Engineering degree, École Nationale des Ponts-et-Chaussées
		Mr. Miraton brings to the Board a strong experience in the fields of industry, lean manufacturing, research and development, innovation, as well as Information Technology and adds significant experience in the global management of industrial companies.
		Q&A: Which Board activity over the past year stands out to you? “Expanding the insight into industrial operational excellence at Orion and refining the specialty product activity strategy have been two essential and fruitful board activities over the last year.”

12	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

	Board member since July 2020	CURRENT DIRECTOR			U.S. CITIZEN
		Yi Hyon Paik, 69
		Orion Board Committee(s): Nominating, Sustainability and Governance Committee			Other Company Boards and Relevant Affiliations: former board member of Versum Materials, Inc.
		Key Qualifications and Skills: Electronic and energy storage industry, International Business, Strategy, Technology, R&D
		Key (Prior) Business Experience   •  Partner and Director of Asia-IO Partners (2023-2024)   •  President and Chief Strategy Officer of Samsung SDI Company (2014-2016)   •  Executive Vice President and Head of the Electronic Materials Business at Samsung Cheil Industries (2010-2013)   •  Business Group Vice President and Head of Electronic Materials Business of Dow Chemical Company (2009-2010)   •  President of the Electronic Materials Business of Rohm and Haas (2006-2009)			Education   •  B.A and M.S. degree in Chemistry, Seoul National University   •  Ph.D. degree in Chemistry, University of Pittsburgh   •  Postdoctoral Fellow, Columbia University
		Dr. Paik brings to the Board extensive leadership experience as an executive officer in multinational companies, the electronic materials industry, and the energy storage industry. He provides experience in research and development, strategic planning and global business expertise with a deep technical understanding.
		Q&A: What do you like best about Orion’s Board culture? “I think we have a great Board. The mix of experiences, backgrounds, genders and ethnicities is impressive. With these attributes, the Board discusses Company strategies frankly and respectfully to direct management to the best of the Company.”

2025 Proxy Statement	Orion S.A.	13

PROPOSAL 1: Election of Directors

	Board member since September 2018	CURRENT DIRECTOR			U.S. CITIZEN
		Corning Painter, 62
		Orion Board Committee(s): Non-independent board member			Other Company Boards and Relevant Affiliations: None
		Key Qualifications and Skills: Chemical industry, Specialty and Commodity businesses, International business, Strategy, Supply Chain, Finance, Human Capital
		Key (Prior) Business Experience   •  Chief Executive Officer of Orion S.A. Group (September 2018-present)   •  Executive Vice President, Industrial Gases division of Air Products and Chemicals (2014-2018)   •  Senior Vice Present, Merchant Gases of Air Products and Chemicals (2013-2014)   •  Various positions, including 10 years overseas in Europe and China at Air Products and Chemicals, such as Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President, Supply Chain (1984-2013)			Education   •  Certified Professional Engineer, in the Commonwealth of Pennsylvania   •  B.S. degree in Chemical Engineering, Carnegie Mellon University   •  Master class Cybersecurity, National Association of Corporate Directors (NACD)
		Mr. Painter brings to the board in-depth knowledge of the Company and extensive executive officer experience in the global chemicals industry. He provides experience with setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture.
		Q&A: What do you like best about Orion’s Board culture? “With their extensive business experience, our Board effectively challenges management to broaden its thinking and consider larger ranges of options and potential outcomes. This leads to thoughtful discussion, better decision making and a stimulating environment for all.”

14	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

	Board member since July 2014	CURRENT DIRECTOR			U.S. CITIZEN
		Dan Smith, 78
		Orion Board Committee(s): Chairman of the Board, Compensation Committee (Chair)			Other Company Boards and Relevant Affiliations: Chairman of the board of Magnolia Oil & Gas Corporation, former chairman of the board of Lyondell Chemical Company, former chairman of the board of Kraton Performance Polymers, Inc., former chairman of the board of Nexeo Solutions, Inc. and former board member of Northern Tier Energy LLC
		Key Qualifications and Skills: Chemical and Energy industry, Strategy, Operations Finance
		Key (Prior) Business Experience			Education
		•  Member of the College of Engineering Advisory Council at Lamar University.			•  B.S. degree in Chemical Engineering, Lamar University
		•  Chief Executive Officer of Lyondell Chemical Company (1996-2007)   •  President of Lyondell Chemical Company (1994-1996)   •  U.S. Air Force enlisted member
		Mr. Smith brings to the Board more than 40 years of executive leadership, covering operations and finance responsibilities. He has gained financial expertise as well as in-depth knowledge of the chemical and energy industries through various senior executive roles including that of CFO and then CEO of Lyondell Chemical Company. He has extensive board experience, including that of chairman, on both public and private boards.
		Q&A: What do you like best about Orion’s Board culture? “I like the open and frank participation by all the Board members who come well prepared for the meetings. They are collegial and supportive of each other and the management team, while challenging each other and the team as appropriate, utilizing their extensive experience and knowledge.”

2025 Proxy Statement	Orion S.A.	15

PROPOSAL 1: Election of Directors

	Board member since July 2014	CURRENT DIRECTOR NOT STANDING FOR RE-ELECTION			GERMAN CITIZEN
		Hans-Dietrich Winkhaus, 87
		Orion Board Committee(s): Audit Committee			Other Company Boards and Relevant Affiliations: former chairman of the supervisory board of Deutsche Telekom AG and Schwarz Pharma AG and former supervisory board member of BMW AG, Lufthansa AG, ERGO Versicherung AG, Degussa AG and Galeria Kaufhof AG, former President of the Institute of the German Economy (Institut der deutschen Wirtschaft)
		Key Qualifications and Skills: Finance, Chemical Industry, Marketing, Sales, and Sustainability
		Key (Prior) Business Experience			Education
		•  Chief Executive Officer of Henkel KGaA (1992-2000)			•  Business Administration, Ludwig Maximilian University of Munich and University of Lausanne   •  Ph.D. degree in Business Administration, Ludwig Maximilian University of Munich
		•  Various leadership positions in Finance, Marketing, Sales, including international experience at Henkel KGaA (1967 – 1992)
		Mr. Winkhaus brings to the Board extensive years of executive leadership as well as financial, marketing and sales experience. He has significant knowledge of the chemicals industry covering sustainability matters, is a financial expert and is a former chief executive officer and chairman of the board of a public company.
		Q&A: Which Board activity during your tenure at Orion stands out to you? “One of the most important events of 2023 was the final Board approval to build a new plant in Texas for our products for the battery industry. It shows Orion’s ability to invest in innovative new businesses.”

16	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

	Board member since July 2020	CURRENT DIRECTOR			LUXEMBOURG CITIZEN
		Michel Wurth, 71
		Orion Board Committee(s): Nominating, Sustainability and Governance Committee			Other Company Boards and Relevant Affiliations: chairman of the board of ArcelorMittal Luxembourg S.A. and member of the sustainability committee of ArcelorMittal S.A, Vice-chairman of the supervisory board of Dillinger Hütte Saarstahl and member of the Präsidium (ArcelorMittal Group), Vice-chairman of the supervisory board of Dillingen FRG Dillinger Hütte AG and member of the Präsidium (ArcelorMittal Group), Member of the board of directors of Axiomatic S.A. Chairman of the board of directors of Paul Wurth Real Estate S.A., member of the Luxembourg Central Bank, honorary chairman of the Luxembourg Chamber of Commerce and former board member of SMS Group
		Key Qualifications and Skills: Manufacturing industry, Strategy, Sustainability, Finance, Operations
		Key (Prior) Business Experience			Education
		•  Senior Executive Vice President and Chief Financial Officer of Arcelor (2002-2014)			•  M.S. degree in Economics, London School of Economics   •  M.S. in Law, University of Grenoble   •  Doctor of Law Honoris Causa (Dr. iur. h.c.), Sacred Heart University   •  Political Science degree, Institut d’Etudes politiques de Grenoble
		•  Member of ArcelorMittal’s Group Management Board, responsible for Flat Carbon Europe, Global R&D, Distribution Solutions and Long Carbon Worldwide respectively (2006-2014)   •  Chief Financial Officer of ARBED Group (predecessor of Arcelor) (1996-2002)   •  Various positions including Corporate Secretary at ARBED Group (1979-1996)
		Mr. Wurth brings to the Board many years of experience in senior executive leadership of a publicly listed industrial company. He also provides experience in finance, global business management, sustainability, and strategic planning.
		Q&A: Which Board activity over the past year stands out to you? “The increased focus put by the Board and the Nominating, Sustainability and Governance Committee on how to master the CO2 and other emission challenges is particularly important for the future of the industry. The world needs carbon black of the highest quality, and it is up to Orion to find ways and technologies to produce and supply it in the most sustainable way. The Board clearly recognizes this and over the past year has taken even further steps to better understand how the Company can make continuous progress in such a direction.”

2025 Proxy Statement	Orion S.A.	17

PROPOSAL 1: Election of Directors

Board Committees

The Board has three standing Committees: the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the nominating, sustainability and governance committee (the “Nominating, Sustainability and Governance Committee”). Each of these committees reports to the Board as it deems appropriate and as the Board may request. The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Accordingly, the Board has established an Executive Committee in 2019. This committee consists of the Chairman of the Board, Mr. Smith, the Chairman of the Audit Committee, Mr. Huck, the Chairwoman of the Nominating, Sustainability and Governance Committee, Ms. Galvin and the Chief Executive Officer, Mr. Painter. This committee does not meet on a regular basis but meets as needed to deal with urgent or quickly moving matters, when it is not feasible to get the entire Board together. It may also be used to conduct investigations or examine potential conflicts of interest, although it has not had to do so to date. The Executive Committee held one meeting in 2024. Deliberations or actions by this committee are communicated to the full Board as soon as practicable, and the committee is not intended to be a substitute for the Board.

The table below sets forth the financial year 2024 membership of the Board and its standing committees and the number of meetings including working sessions held during 2024:

Director Name:

Age

Gender

Country of Origin

Other Current Public Boards

Director Since

Audit Committee

Compensation Committee

Nominating, Sustainability and Governance Committee

Executive Committee

​Board and Committee Meeting Attendance

Kerry Galvin

64

F

U.S.A.

–

August 2018

C

100%

Paul Huck Financial Expert

75

M

U.S.A.

–

July 2014

C

100%

Mary Lindsey Financial Expert

69

F

U.S.A.

2

July 2020

100%

Didier Miraton

66

M

France

–

July 2014

100%

Yi Hyon Paik

69

M

South Korea

​–

July 2020

100%

Corning Painter Non-Independent

62

M

U.S.A.

–

Sept. 2018

100%

Dan Smith Chair of Board of Directors

78

M

U.S.A.

1

July 2014

C

C

100%

Hans-Dietrich Winkhaus Financial Expert

87

M

Germany

–

July 2014

​78%

Michel Wurth

71

M

Luxembourg

1

July 2020

100%

Number of 2024 meetings

4

3

3

0

	​  Member			C Chair

The 2025 membership of the Board and its standing committees are expected to remain generally the same as it was in 2024, except for the composition of the Audit Committee, with Mr. Hans-Dietrich Winkhaus no longer serving on it due to his retirement from the Board as of June 26, 2025. Also, if elected, the Board is expected to appoint Ms. Jacqueline Hoogerbrugge to at least one committee.

18	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

AUDIT COMMITTEE

Members

Kerry Galvin

Paul Huck (Chair)

Mary Lindsey

Hans-Dietrich Winkhaus

4

Meetings in 2024

94%

Attendance

	Our Audit Committee consisted of Ms. Galvin, Mr. Huck (serving as chair of the committee),Ms. Lindsey and Mr. Hans-Dietrich Winkhaus, who will retire from the Board of Directors as of June 26, 2025.
	Key Responsibilities and Areas of Risk Oversight:
	•  Oversees the Company’s accounting and financial reporting processes and the integrity of the Company’s financial statements and Form 10-K and 10-Q filings, including the discussion of critical reporting and audit matters
	•  Oversees the Company’s compliance with legal and regulatory requirements
	•  Oversees the effectiveness of internal controls over financial reporting including the control environment to address and mitigate information technology and related cybersecurity risks
	•  Oversees the enterprise risk management program and financial (including tax) risk exposure and management, including mitigation actions
	•  Oversees independent auditor audit plan and budget and monitors performance, qualifications and independence
	•  Oversees cybersecurity risk management and strategy
	•  Reviews and evaluates the performance of internal audit function and compliance program
	•  Reporting to the full Board its discussions for considerations and actions when appropriate
	Recent and Ongoing Key Focus Areas
	•  Evaluation of AI trends and its impact, risk and opportunities related to Orion’s business including overseeing the design of and reviewing the Company’s AI Policy
	•  Strengthening the Company’s internal control environment with increased focus on addressing the material weakness detected in Q3 of 2024
	•  Review of Cybersecurity threats and mitigation strategy as well as IT cybersecurity scorecards, which reflect amongst others the status of awareness training programs, phishing incidents, penetration tests, endpoint security findings and an overall cybersecurity vulnerability assessment score
	•  Review of reporting frameworks updates including SEC climate change disclosure requirements in 10-K
	The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NYSE listing standards and applicable law, including Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended.
	In addition, the Board has determined that each current member of the Audit Committee is financially literate under the NYSE listing standards and that Mr. Huck and Ms. Lindsey qualify as “audit committee financial experts,” as such term is defined in Item 407(d) of Regulation S-K.
	The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx. The duties and responsibilities of the Audit Committee are set forth in its charter.

2025 Proxy Statement	Orion S.A.	19

PROPOSAL 1: Election of Directors

COMPENSATION COMMITTEE

Members

Paul Huck

Didier Miraton

Dan Smith (Chair)

3

Meetings in 2024

100%

Attendance

	Our Compensation Committee consisted of Messrs. Huck, Miraton and Smith (serving as chair of the committee).
	Key responsibilities and Areas of Risk Oversight
	•  Oversees the Company’s executive compensation policies and programs, including cash and equity-based compensation plans
	•  Reviews and approves the CEO’s corporate goals and objectives and evaluates his performance considering those goals and objectives and in alignment with shareholders’ interests
	•  Either as a committee or together with the other independent directors (as directed by the Board), determines and approves the CEO’s compensation
	•  Reviews and approves the performance and compensation of the other named executive officers of the Company
	•  Oversees human capital strategy and policies including matters related to employee learning & development, workplace culture, employee engagement, retention, recruitment, CEO and senior leadership succession planning, talent and leadership development, health, safety and wellness
	Recent and Ongoing Key Focus Areas:
	•  Strengthening the link between executive compensation and specific performance metrics included in our STI and LTI Plans
	•  Human Capital advancement such as learning and development and leadership development
	•  Leadership succession planning
	Each of the members of our Compensation Committee meets the independence requirements under the NYSE listing standards, qualifying as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code and as a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The Compensation Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx.

20	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

NOMINATING, SUSTAINABILITY AND GOVERNANCE COMMITTEE

Members

Kerry Galvin (Chair)

Yi Hyon Paik

Michel Wurth

3

Meetings in 2024

100%

Attendance

	Our Nominating, Sustainability and Governance Committee consisted of Ms. Galvin (serving as chair of the committee) and Messrs. Paik and Wurth.
	Key responsibilities and areas of risk oversight:
	•  Oversees governance process, policies and procedures, including related risk management and compliance •  Reviews Board and committee compositions and identifies individuals believed to be qualified to become Board or committee members consistent with criteria approved by the Board, and selects or recommends to the Board, the nominees to stand for election as directors at the Annual General Meeting of shareholders or, if applicable, at a special meeting of shareholders •  Reviews at least annually the Board committee charters considering recent developments in corporate governance practices, laws and regulations and suggest to the Board any amendments to such charters (if any) •  Oversees sustainability and other environmental, social and governance (“ESG”) strategies, policies, goals and objectives as well as reviews the annual sustainability report •  Oversees CEO succession plan
	Recent and Ongoing Key Focus Areas
	•  Board composition •  Sustainability and community support strategy as well as upcoming EU Corporate Sustainability Reporting Directive (CSRD) / European Sustainability Reporting Standards (ESRS) and developments regarding potential SEC climate change reporting regulations and assurance-readiness, including the relevant application time and scoping review •  Review of Double Materiality Assessment outcome as part of CSRD/ ESRS compliance, including the relevant application time and scoping review
	Each of the members of our Nominating, Sustainability and Governance Committee is an independent director under the NYSE listing standards.
	The Nominating, Sustainability and Governance Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/governance/committee-composition/default.aspx.

2025 Proxy Statement	Orion S.A.	21

PROPOSAL 1: Election of Directors

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has adopted the Company’s Corporate Governance Guidelines which describe the Board’s view on several governance topics. The Corporate Governance Guidelines along with the charters of the Board committees and the Company’s Code of Conduct as well as the Company’s Code of Ethics for Senior Financial Officers, provide the corporate governance framework of the Company. The recent corporate governance initiatives adopted by the Board are discussed below. Our Corporate Governance Guidelines and the Company’s Code of Ethics for Senior Financial Officers can be found under “Investors” and “Corporate Governance” on our website https://investor.orioncarbons.com/governance/governance-documents/default.aspx.

The information contained on, or that can be accessed through our website is not incorporated by reference and is not a part of this Proxy Statement.

The following table summarizes the most important corporate governance practices of our Board:

GOVERNANCE PRACTICES

• Strong participation and commitment by all directors documented by 98% Board and committee meeting attendance rate in 2024

• Director plant visits and continued education, e.g. on production technology developments

• Risk and strategy oversight (including environmental and social responsibility strategy and progress as well as cyber security) by full Board assisted by Board committees

• Regular strategy and progress reviews by Board committee on sustainability related matters, including Company’s goals on emissions reductions, and respective reports and discussions by the full Board

• Annual election of all directors

• Assessment of the advisability of establishing Board tenure or age limitations

• Structured orientation process for new directors on matters relevant to the Company, its business plan and risk profile

• Thorough annual Board and committee evaluation process led by the Nominating, Sustainability and Governance Committee and General Counsel as well as self-assessment of the Board’s and committees’ effectiveness

• Recurring review and amendment (if necessary) of Board committee charters and of the Company’s global compliance policies

• Periodic review of material legal and regulatory developments and best practices on committee and Board level

• Regular Board review and discussion of CEO succession plan and assessment of senior leadership positions

• Regular Board review of CEO performance and succession led by the Compensation Committee

• Regular executive sessions of independent directors

• Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as Safety and Operations and cybersecurity

• Regular exposure to a broad set of management in Board meetings and discussions

• Robust stock ownership guidelines (5x salary for CEO and 5x annual cash retainer for the Board of Directors)

• Policies prohibiting hedging, insider trading, short sale and pledging Company stock by directors and employees

• Compensation recovery policy (Clawback Policy) for the incentive-based compensation paid in cash or equity of the CEO, NEOs, and principal accounting officer

• Board and committee authority to retain independent advisors

• No shareholder rights plan (Poison Pill)

Code of Conduct, Governance Guidelines and Code of Ethics for Senior Financial Officers accompanied by Whistleblower Policy and Hotline

We operate under a written Code of Conduct that applies to all our employees and directors, including those officers responsible for financial reporting. Upon employment with us, all officers and employees are required to affirm in writing their receipt and review of the Code of Conduct and their compliance with its provisions. Our Code of Conduct is accompanied by our whistleblower policy and hotline. The Company’s General Counsel addresses all material whistleblower complaints with the Board’s Audit Committee on a quarterly basis. We maintain an Insider Trading Policy that safeguards compliance with insider trading laws and prohibits officer, employee and director hedging of Company securities, including our Common Shares.

A yearly training reflecting the principles laid out in our Code of Conduct and other material policies is mandatory for all employees, globally. In 2024, 100% of Company employees successfully completed our compliance training.

22	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

Also, as previously mentioned, the Board has, upon the recommendation of the Nominating, Sustainability and Governance Committee, adopted a set of Corporate Governance Guidelines to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. Such guidelines address, in particular Board composition, Board leadership, the selection of directors, the organization of Board meetings, executive Board sessions, Board committee purpose and responsibilities, management succession, Board compensation, expectations on directors, Board evaluation processes and the reliance on management and outside advice.

Additionally, the Board has adopted a Code of Ethics for Senior Financial Officers, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, in order to:

• Promote honest and ethical conduct including the ethical handling of conflicts of interest

• Promote full, fair, accurate, timely and transparent disclosure

• Promote compliance with applicable laws and governmental rules and regulations, NYSE Rules, accounting standards and Company policies

• Deter wrongdoing

The Code of Ethics for Senior Financial Officers is accompanied by the Company’s Clawback Policy, which applies in the event of material misstatements in our financial reporting. Our Code of Conduct, Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers and the Company‘s Clawback Policy can be accessed under the Investors and Corporate Governance links on our website at https://investor.orioncarbons.com/governance/governance-documents/default.aspx. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K and NYSE rules regarding any amendment to, or waiver from, certain provisions of our Code of Conduct by posting such information on our website.

Election of Directors

In accordance with our articles of association, the election of directors requires the approval of a majority of the votes validly cast at the Annual General Meeting, which shall also determine their remuneration and term of office.

Broad mix of backgrounds

Orion is a global company and our nominated directors bring a variety of perspectives to our Board. Our current Board has directors with cultural backgrounds from five different countries of origin and hold citizenship in five different countries. They are domiciled in the United States, Europe and Asia. Three directors (33%) hold citizenship in a European country, one director (11%) originates from an Asian country, and two directors (22%) are female (one of whom is a committee chair). Two directors (22%) served in the U.S. Navy and U.S. Air Force. Upon Mr. Hans-Dietrich Winkhaus’ retirement and the election of Ms. Jacqueline Hoogerbrugge, the Board will consist of the above-mentioned and three females (33%), one of whom is a committee chair.

We believe that gender, nationality, veteran status and a global mindset in addition to broad professional experience and skillset are important dimensions of distinctness, resulting in a highly skilled and qualified Board to lead Orion’s success.

Independence

Eight out of nine (89%) of the director nominees are independent under applicable stock exchange rules with Mr. Painter, the Company CEO, being the only non-independent director.

Composition of the Board

Our current Board consists of nine members. However, Mr. Hans-Dietrich Winkhaus will retire from the Board when the 2024 Director term ends with the 2025 Annual General Meeting called to approve the annual accounts of the Company for the financial year ending on December 31, 2024. Consequently, on February 27, 2025, our Board of Directors approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting. Our directors hold office until the next annual general meeting of shareholders called to approve the annual accounts of the Company for the current financial year and their successors have been elected and qualified or appointed, or until the earlier of their death, resignation or removal. Interim vacancies on the Board are filled solely by the affirmative vote of a majority of the remaining directors then in office, until a regular shareholder meeting appoints a new director. Each of our directors is elected by shareholder vote annually.

Our Nominating, Sustainability and Governance Committee oversees the annual assessment of the composition of our Board, including a review of the size of the Board, the skills and qualifications represented on the Board, and a self-assessment of the effectiveness of our Board and its committees. The committee thereby identifies any opportunities for improvement, as further described below. The findings of the annual review of the Board and its committees are reported to and discussed with the full Board.

2025 Proxy Statement	Orion S.A.	23

PROPOSAL 1: Election of Directors

We believe that appropriate director qualifications and characteristics include having directors with distinct backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are:

• Personal qualities and characteristics such as integrity and honesty

• Adherence to the highest ethical standards, accomplishments, and reputation in the business community

• Strong knowledge and experience in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business

• Ability and willingness to commit adequate time to Board and committee matters including respective travel commitments

• The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company

• Variety of viewpoints, background, experience, and other demographics

• Ensuring that a majority of the Board consists of directors who the Board has determined have no material relationship with the Company and who are “independent” under the NYSE Rules

• Strong leadership skills and solid business judgment

• Commitment to representing the long-term interests of our shareholders

Board Leadership Selection

Our Board is led by a chair (the “Chair” or “Chairman”) who is recommended by the Nominating, Sustainability and Governance Committee and appointed by the full Board. The Board believes that Orion and its shareholders are best served by a Board leadership structure in which the roles of the Chair of the Board and the Chief Executive Officer are held by two different individuals and that the Chair should be an independent director. This structure provides Orion with strong Board leadership and more independent oversight of management and allows the Chief Executive Officer to focus primarily on the strategic direction and operational leadership of our business. The Board reviews its leadership structure periodically to determine whether this separation continuous to best serve Orion and our shareholders, considering factors such as the current composition of the Board, Board effectiveness and the current and future needs of Orion.

The Board is free to select its Chairman and the Company’s CEO in the manner it considers in the best interest of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. Currently, the two positions are separated.

At any time when the positions of Chairman and CEO are filled by one individual, the independent directors shall designate from among themselves a lead director, who shall have the following powers and duties:

• Presiding at all meetings of the Board at which the Chairman and CEO is not present

• Presiding at executive sessions of the independent directors

• Reviewing and approving meeting agendas, meeting schedules and information sent to the Board

• Serving as a liaison between the Chairman and CEO and the independent directors

• Having the authority to call meetings of the independent directors

• Being available for consultation and direct communication with shareholders, as appropriate

Selection and Evaluation of Director Candidates

The Nominating, Sustainability and Governance Committee is responsible for searching, selecting or recommending for the Board’s selection, the slate of qualified director nominees for election to the Company’s Board and, if deemed feasible by the Board, for filling vacancies occurring between Annual General Meetings of shareholders. The Nominating, Sustainability and Governance Committee may also consult with other Board members as well as outside advisors or retain independent search firms to assist in the search for qualified candidates. The Nominating, Sustainability and Governance Committee endeavors to identify a varied list of potential candidates, including differences in experience, skills, culture and gender, among other factors. Once potential candidates are identified, the Nominating, Sustainability and Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the NYSE Rules. The committee assesses also whether candidates meet the qualifications desired by the Nominating, Sustainability and Governance Committee for election as director as well as future committee member, as applicable. Potential candidates are interviewed by the chairwoman of the Nominating, Sustainability and Governance Committee as well as the chairman of the Board, CEO and other Board members as deemed necessary by the Nominating, Sustainability and Governance Committee.

24	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

The Nominating, Sustainability and Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) and in recommending candidates for election, the Nominating, Sustainability and Governance Committee will consider the individual’s background, experience and characteristics. In addition, the Nominating, Sustainability and Governance Committee reviews the overall composition of the Board to ensure there is an appropriate mix of specific culture, experience, qualifications and skills to promote a variety of points of view for the effective performance of the Board’s oversight functions and representation of shareholders’ interests. One or more shareholders of record holding at least 10% of the outstanding Common Shares (excluding, for the avoidance of doubt, any Common Shares repurchased by the Company) may add items to the agenda of the Annual General Meeting, including a resolution to appoint a director of the Company, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the Annual General Meeting. The Board through its Nominating, Sustainability and Governance Committee will give appropriate consideration to candidates for Board membership proposed by shareholders and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board.

 

Director Tenure and Retirement Policy

Under Luxembourg law, a respective director can be appointed to the Board an unlimited number of times for a maximum period of six years for each such appointment. Because of the value the Board places on having directors who are knowledgeable about the Company and its operations, the Company follows the policy to nominate each director for the election by shareholders for a one-year period at a time only, with the ability to be re-elected to the Board on a yearly basis. In connection with each director nomination recommendation, the Nominating, Sustainability and Governance Committee considers continuing director tenure and retirement aspects.

To ensure that directors may appropriately discharge their responsibilities, the Board has adopted a policy that any director (including a management director) who has a significant change in business affiliation or position of principal employment which the Board may deem to be contrary to the best interests of the Company or adversely affecting her or his ability to perform the essential functions and responsibilities of a director, will be expected to tender her or his proposed resignation from the Board to the Nominating, Sustainability and Governance Committee (or, in the event of the chair of the Nominating, Sustainability and Governance Committee’s occupation or association changing, to the Chairman of the Board). The Nominating, Sustainability and Governance Committee shall review the director’s continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continues to serve as one of the Company’s directors.

2025 Proxy Statement	Orion S.A.	25

PROPOSAL 1: Election of Directors

Board Refreshment

The Board seeks to bring together a broad mix of directors that the Board and senior management can leverage to make well-considered strategic decisions in the best interests of the Company and its stockholders. To gather new ideas and perspectives, and to respond to the ever-changing needs of our customers and other stakeholders, the Board actively seeks candidates representing a range of tenures, areas of expertise, industry experience, and backgrounds. Consequently, the Board has refreshed its composition by adding four new directors in the last five years, including Ms. Mary Lindsey in 2020, who brings finance, accounting, tax and cybersecurity expertise, Mr. Yi Hyon Paik in 2020, who brings technology, strategy and research & development experience and Mr. Michel Wurth in 2020, who adds finance, strategy and sustainability expertise. Mr. Anthony Davis joined the Board in 2022, and brought knowledge and experience in the sustainability field while adding an investor perspective to the Board. He served on the Board until his resignation on December 27, 2023, to focus on other commitments and not as a result of any disagreement with the Company. As a consequence to Mr. Hans-Dietrich Winkhaus retiring from our Board of Directors on June 26, 2025, after serving on it for ten years, on February 27, 2025, our Board approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting. Ms. Hoogerbrugge brings approximately 30 years of leadership experience in operational excellence, procurement, change management (including M&A and restructuring), people development and sustainability in global industrial consumer products companies to the Board. She has served on the board of directors of 8 companies, including 3 publicly listed companies.

5 New independent Directors in five years			2020			2022			2025
(Including one new director nominee in 2025)			+3			+1			+1 (new director nominee)

Director Independence

Our nominated Board is composed of a supermajority of independent directors in accordance with the NYSE listing requirements. In making a respective determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by the NYSE listing requirements. The independent directors are Ms. Kerry A. Galvin, Mr. Paul Huck, Ms. Mary Lindsey, Mr. Didier Miraton, Mr. Yi Hyon Paik, Mr. Dan Smith, and Mr. Michel Wurth. Mr. Hans-Dietrich Winkhaus was also independent during the term of his service. If elected, Ms. Hoogerbrugge would also be qualified as an independent director. Only one director, Mr. Corning Painter, is not independent because he is our CEO.

The independence standards included in the NYSE listing requirements specify the criteria by which the independence of our directors is determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent registered public accounting firm.

26	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

Board Evaluation

The chair of the Nominating, Sustainability and Governance Committee coordinates the annual self-evaluation process on behalf of the Board. The charter of each committee of the Board also requires an annual performance evaluation, which is performed for each committee as part of the annual Board evaluation.

The Board self-evaluation process involves completion of an electronic questionnaire by each Board and committee member, followed by a one-on-one interview of each director conducted by the chair of the Nominating, Sustainability and Governance Committee. On this basis, the chair of the Nominating, Sustainability and Governance Committee leads a discussion with the full Board to review the results of the self-evaluation and identify follow up items. The objective is to allow the directors to share their perspectives and consider adjustments or enhancements to the Board processes in response to the feedback.

 

Board Meetings

The Board currently holds at least four, typically five, Board meetings a year, with further meetings or working sessions to occur (or action to be taken by unanimous consent) at the discretion of the Board. The Board typically visits one Orion production site per year. Specific locations are selected based on technology developments, the significance of the site to the Company’s operations, and with a goal to expose the Board to a broad set of employee teams and specializations and to enable a hands-on review of the Company’s local strategies and initiatives. Consequently, for two days in April 2024, the Board of Directors visited the Company’s Berre, France facility, which produces acetylene black, a product used in battery applications for electric vehicles.

The Board meetings are usually accompanied by certain Board committee meetings or working sessions. Compared to the Board or committee meetings, Board or committee working sessions do not include resolutions taken by the Board or committee but rather focus on specific topics, like company strategy or earnings documentation review.

The Board also invites an investor to discuss their perspectives at a Board meeting from time to time. This occurs typically at least once per year.

The agenda for each Board meeting is prepared by the Chairman (or a designee of the Chairman) together with the Company’s CEO and General Counsel. Management provides to all directors the agenda and appropriate materials in advance of meetings. Agendas and topics for Board and committee meetings are developed through discussions among management and members of the Board and its committees.

During 2024, our Board met six times, including video conference meetings and working sessions and acted two times by unanimous written consent. In 2024, all directors attended 100% of the meetings of the Board and the committees on which they served, except for Mr. Hans-Dietrich Winkhaus, who did not attend the December 2024 Board and Audit Committee meetings. We do not currently have a policy on director attendance at our annual general meetings, but all our directors attended our annual shareholder meeting in June 2024.

Executive Sessions

To ensure free and open discussion and communication among the independent directors of the Board, the independent directors meet in executive sessions, which form a part of each regular Board meeting. Executive sessions also take place with the Senior Vice President, Global Operations and Safety. The Chairman of the Board or the General Counsel acting as company secretary presides at the executive sessions. If the Chairman of the Board were not present, the independent directors designate a director who will preside at the executive sessions. The Audit Committee has separate executive sessions with the Chief Financial Officer, Internal Audit Director and our independent auditors.

2025 Proxy Statement	Orion S.A.	27

PROPOSAL 1: Election of Directors

CEO and Senior Leadership Succession Planning

The Board is responsible for determining a succession plan for the CEO in the event of an emergency or otherwise. At least annually, the Board reviews a succession plan developed by the CEO and sets the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business. The succession plan includes an assessment of the experience, performance, skills, leadership capability and planned career paths for possible successors to the CEO. The Board’s Nominating, Sustainability and Governance Committee reviews and discusses with the CEO the succession plans to be presented to the Board in accordance with the above. In addition, the CEO updates the Board at least annually on the assessment of senior leadership positions to ensure we have leadership with the right skills in place to ensure business continuity and building a refined and resilient company to meet the needs of our evolving business.

Shareholder Engagement

Our executive management team actively engages in communications throughout the year with shareholders of all ownership levels. Generally, these communications involve presentations to investors and question and answer sessions, meetings with investors and shareholders one-on-one and in small groups, as well as responding to investor and shareholder e-mails and telephone calls. Management’s discussions with shareholders and the investment community address numerous aspects of our business and matters of importance or concern to our shareholders. On occasion, an independent Board member may participate in these discussions. Observations, questions or comments from our shareholders are routinely shared with the Board and its committees, so that the Board can then consider these matters as part of its oversight responsibilities.

Typically, at least once a year, an investor will be invited to discuss their perspectives directly at a Board meeting.

2024 by the Numbers
Broad Investor Outreach			10 Investor Conferences and Non-Deal Roadshows			220+ Investor Meetings (individual and group)

Depth of Engagement			125+ Unique Institutional Investment Firms			Met with active shareholders representing 62% of our outstanding shares (as of 12/31/2024)

Important shareholder engagement topics discussed in 2024 were:

 

Management engages with major investors after each quarterly earnings release as well as during numerous investor conferences or non-deal roadshow (NDR) meetings over the course of the year. Management and the Board host select investors at certain Board meetings to present views on management strategies, efforts or communications, or to share their priorities when considering public equity investments.

	TOPICS DISCUSSED
	​Current industry fundamentals and related end market cross-currents by geography, and implications for the company’s tactical execution and longer-term growth strategy
	The industry’s competitive landscape, and evolving factors that may influence competitive dynamics.
	Current and prospective geopolitical developments, and implications of evolving policy changes on the company’s strategy, earnings trajectory, capital allocation decisions and other management considerations.
	Annual earnings guidance considerations, and key factors influencing upside and downside scenarios relative to those expectations.
	Cash flow considerations, dynamics affecting cash flow or cash flow conversion, and company efforts to improve cash flow metrics looking forward
	Leverage targets, capital allocation strategy, and strategic priorities considered when balancing capital spending, share repurchases, debt reduction and/or other potential uses of capital.

28	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

Sustainability at Orion

Sustainability Governance Framework

 

Environmental

Our Board oversees and regularly discusses our corporate sustainability strategy, including Orion’s three sustainability focus areas related to contributing to and enabling a transition to net-zero emissions:

• Enabling carbon black through acetylene-based conductive materials that support the electrification transition by improving the performance of batteries and distribution cables. Besides being the sole producer of acetylene-based conductive additives in Europe, Orion has started building the only facility in the U.S. producing acetylene-based conductive additives for lithium-ion batteries, energy storage systems, wire and cable and other applications vital for the global shift to electrification.

• Circular carbon black by using the end-of-life tires as a primary raw material, from which rubber granulate is pyrolyzed to create tire pyrolysis oil. Tire pyrolysis oil is used as feedstock for carbon black, replacing traditional primary raw materials. Orion is the first carbon black manufacturer to develop the use of tire pyrolysis in its manufacturing process and is in the commercial production trial phase with sales expected in 2025.

• Bio-circular carbon black by using waste material from forestry and agricultural processes as primary raw materials, replacing fossil-based feedstocks. Our third-generation product, ECORAX® Nature 200, is already being used in tires in Europe and has also been approved by several other tire manufacturers in other regions. Due to its biogenic content, this technology enables our customers to drastically reduce the carbon footprint of their products.

Our Board receives regular updates on our focus areas as well as environmental and process safety issues to ensure effective strategy execution and compliance. In addition, our Board is updated periodically on the Life Cycle Analysis of our products and various manufacturing processes we operate or are developing.

The Board’s three standing committees provide guidance on different aspects of sustainability. Our Board of Directors’ Nominating, Sustainability and Governance Committee regularly reviews the Company’s sustainability strategy, activities and policies and makes recommendations to the full Board. In addition, the Nominating, Sustainability and Governance Committee offers guidance on Orion’s governance systems and corporate sustainability report. The Audit Committee actively monitors the Company’s achievement of the sustainability-linked loan and revolving credit targets and discusses potential financial risk exposures related to sustainability investments and activities. In addition, the Audit Committee receives regular updates on cybersecurity. Our Compensation Committee oversees Orion’s compensation programs and ensures alignment of our executive compensation with Orion’s sustainability efforts and KPI results. In addition, the Compensation Committee oversees Orion’s human capital strategy. All committees are updated periodically on their areas of focus as it comes to sustainability. Ultimately, our CEO is accountable for executing Orion’s sustainability strategy and periodic reporting to the Board. We publicly report our sustainability performance through globally recognized frameworks and standards, and we engage regularly with our stakeholder groups for continuous improvement.

2025 Proxy Statement	Orion S.A.	29

PROPOSAL 1: Election of Directors

In 2024, Orion started preparing for the enhanced sustainability disclosures under the EU Corporate Sustainability Reporting Directive (CSRD) requirements, subject to the adoption and transposition of the “Stop the Clock” Directive⁽¹⁾ amending amongst others the CSRD⁽²⁾. The first sustainability statement in accordance with the CSRD will have to be published in 2028 with regards to the financial year 2027. Part of the preparations include carrying out a double materiality assessment assessing both financial materiality (the impact of society on Orion) and impact materiality (the impact of Orion on society). The results of the double materiality assessment have been reviewed and approved by the Nominating, Sustainability and Governance Committee and will be used to prepare for the upcoming EU requirements.

Social

Community Engagement

The Board oversees the Company’s broader social responsibilities. It consequently approves the Company’s donations and social contributions strategy, contributions above certain thresholds and the annual budget for contributions. The Board also focuses on community service and investment efforts that help strengthen the communities around the world in which Orion operates, as well as giving to organizations that advance education and respond to natural disasters. Some examples of our community engagement include:

• Donation of modern diagnostic tool to Jaslo, Poland hospital, providing it with additional prevention and treatment capability.

• Financing of an ambulance for the municipal rescue team (Pubblica Assistenza) in Ravenna, Italy Day of Caring by Orion employees to support the United Way in Orange and Borger, Texas sites.

• The Nelson Mandela Bay plant donated 500 chairs to the Khwezi Lomso Comprehensive School in Zwide,

• Orion employees in Qingdao, China partnered with a local public welfare organization to hold a birthday party for children who have lost parents.

• Orion participated in the Leukemia & Lymphoma Society’s “Light the Night” walk and fundraising campaign to support blood cancer research

• Orion joined other companies in the city of La Porte, Texas to raise more than $136,000 for the local school district. The funds go to the La Porte Education Foundation, which provides micro grants to teachers for books, software, science equipment and a variety of other classroom necessities

• Conducted United Way campaigns at our US sites.

Human Capital Management

Orion’s strategy requires the engagement of a skilled, high-performing workforce and therefore our human capital purpose and values are focused on nurturing a culture and environment in which all employees feel inspired to advance their personal growth. We are committed to providing our employees with equal opportunities for learning and personal growth in an environment where creativity and innovation are encouraged. The Board supports the Company’s aspiration to be the employer of choice in our industry and provides guidance on Orion’s human capital strategy, including succession planning, culture, and employee learning and development.

Our Nominating, Sustainability and Governance Committee discusses CEO succession planning at least once a year. In addition, our Board periodically receives updates on human resource systems, training and development, culture and employee engagement, and interacts with employees during annual site visits and briefings at Orion’s facilities. Our Compensation Committee ensures alignment of our senior executive pay program with human capital-related KPIs such as employee engagement.

In 2024, we further aligned our actions and investments in several priority areas including the:

• Introduction of local leadership programs in 2024 (in local languages) to supplement Orion’s established global leadership programs: Emerging Leaders, Orion Leadership Academy and Leaders of Leaders

• Launched an Employee Recognition program to issue a “badge” for outstanding contributions

• Introduction of a new language learning platform

• Filled 41% of non-entry level roles in 2024 through internal promotions (vs. external hires) exceeding target goal of 20%,

• 85% of employees received at least 40 hours of training in 2024, exceeding the target goal of 75% of employees.

• Realized a global 3% voluntary turnover rate for the third year in a row,

Orion & Me

At Orion, we believe that a culture of belonging enables us to create a strong workforce that feels empowered to contribute to Orion’s success. With a substantial global footprint, our company culture embraces the different professional backgrounds, experiences, genders, ethnicities, nationalities, veteran and disability statuses critical to creating our high-performing team of innovators and game changers driving Orion’s success.

(1)
Proposal for a Directive of the European Parliament and of the Council amending Directives (EU) 2022/2464 and (EU) 2024/1760 as regards the dates from which Member States are to apply certain corporate sustainability reporting and due diligence requirements. While this Directive has been approved by the EU Parliament on April 3, 2025, uncertainty remains as for the implementation of the CSRD in Luxembourg which is subject to ongoing negotiations.

(2)
Proposal for a Directive of the European Parliament and of the Council amending Directives 2006/43/EC, 2013/34/EU, (EU) 2022/2464 and (EU) 2024/1760 as regards certain corporate sustainability reporting and due diligence requirements.

30	Orion S.A.	2025 Proxy Statement

PROPOSAL 1: Election of Directors

Employee Resource Group

In 2023, Orion established a women’s professional group, which functions as an organized effort to support the professional development and growth of women at Orion. The group creates a space for the women at Orion to enhance their personal network, develop leadership skills and actively contribute to workplace culture. In 2024, we saw a growth in membership of 345%.

Health, Safety and Wellness

We are subject to numerous worker health and safety laws and regulations. Our commitment to the health and safety of each employee as well as anyone we work with is the foundation of our health and safety culture. We know that our employees’ willingness to implement each commitment into their daily work tasks is vital to our operations and contributes to our safety performance among our customers, partners and peers. Thanks to our people’s commitment to our health and safety culture, we recorded a total recordable incident rate of 0.35 (compared to 0.34 in 2023 and 0.41 in 2022). Our health and safety journey so far has allowed us to create a company culture where safe execution is paramount and people take responsibility and accountability. Additionally, we offer long-standing employee support programs such as a Company hotline, where employees can report concerns to the Corporate Compliance department. We also offer employee assistance programs, a confidential consulting service that can help employees resolve a broad range of personal, family, and work-related concerns. In 2024, we organized a Lunch & Learn led by a doctor at our Houston/Spring office to address stress, burnout and depression.

Talent Development and Succession Planning

Our learning and development programs are designed to help employees achieve their full potential by building technical, operating, and leadership capabilities at all levels. Our management regularly reviews the talent pipeline, identifies and develops succession candidates, and builds succession plans for key positions. Our CEO periodically provides the Board with an assessment of senior executives and their potential as successors for the CEO position, as well as perspectives on potential candidates for other senior management positions. In addition, our management periodically reviews metrics on employee training and development programs, which are continually refined to meet the needs of our evolving business. We invest in developing leadership at every level. For example, we maintain an Emerging Leaders and Leaders of the Leaders as well a mentoring program that reaches across the organization, including frontline supervisors, managers, and individual contributors.

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PROPOSAL 1: Election of Directors

2024 Sustainability Highlights

 

32	Orion S.A.	2025 Proxy Statement

Proposal 1: Election of Directors

Board Leadership Structure and Role in Strategy and Risk Oversight

Board Leadership Structure

	Dan Smith
	Chair of the Board •  Manages the overall functioning of the Board •  Promotes open and transparent dialogue during Board and Committee meetings •  Acts as a liaison between the independent directors and senior management on critical issues •  Supports the Nominating, Sustainability and Governance Committee with the CEO succession and director selection process

	Corning Painter
	Chief Executive Officer •  Sets the culture for Orion •  Provides day-to-day operational leadership •  Responsible for the development and execution of Orion’s strategy, growth and development initiatives

With respect to the roles of the Chairman of our Board and CEO, our Board exercises its discretion in combining or separating these positions as it deems appropriate considering prevailing circumstances. The Board believes that the combination or separation of these positions should continue to be considered as part of our succession planning process. Currently, the roles are not combined, with Mr. Painter serving as our CEO and Mr. Smith serving as the non-executive Chairman of the Board. Mr. Painter and Mr. Smith’s extensive business knowledge, along with their demonstrated leadership capability, makes them highly qualified to continue to serve as our CEO and Chairman of the Board, respectively. Having both roles separated allows for an intensive dialogue between the CEO and the Chairman of the Board in addition to the regular discussions amongst the CEO, the Chairman of the Board and the other committee chairpersons and directors. Our Board of Directors regards this as meaningful, not only as this leads to different perspectives for Board meeting agenda proposals to the full Board, but for adding value through broad experience backing up these two most senior company positions. The independent Chairman of the Board also heads the Board’s regular independent director executive sessions with the CEO not being present and provides an independent perspective to the CEO on strategic topics. The Board of Directors plans to continue the separation of the two roles because the separation of executive management and Board leadership supports the effective oversight function of the Board. We regard this to be good corporate governance that also reflects supervisory board elements typically found in European two-tier corporate setups. The Board would consider combining the roles of Chairman of the Board and CEO in one person, if e.g. an emergency event would suggest such combination, or the above-described advantages could be achieved more efficiently by other corporate governance structures, or would be outweighed by the need for a concentrated leadership in order to better serve the interests of shareholders. Combining the roles of Chairman of the Board and CEO would be addressed beforehand with shareholders at an annual general meeting of shareholders if allowable under the circumstances.

Strategy Oversight

The Board of Directors provides guidance and exercises oversight on the Company’s global strategy and its translation into immediate, mid-term and long-term projects, measures, and initiatives. The Board reviews the Company’s strategies as part of the budget and capital expense plan process at least annually and provides guidance on business development projects as well as capital allocation. The Board approves the Company’s business plan, performance objectives, capital spending as well as the research and development and innovation budget for each following year. The Board focuses amongst other factors on the adequate return on capital spent and on improving project execution. In addition, various strategy elements are discussed with management at each Board meeting and form a part of the Board’s regular committee work. The Nominating, Sustainability and Governance Committee provides oversight and guidance on environmental and other sustainability matters, while the Audit Committee focuses on financial reporting, capital allocation and risk management including cybersecurity. The Compensation Committee oversees our human capital strategy. All three standing committees report to the full Board on these matters. Management provides regular updates on progress and execution on the business plan and overall strategy to the Board, and the Board involves third-party experts when it deems appropriate.

Risk Oversight

The Board is responsible for overseeing our risk management process (including cybersecurity risk and environmental, health, safety as well as social risks), but does not provide day-to-day risk management of the Company, which is the responsibility of our executive management team.

The Board oversees the implementation of risk mitigation strategies by management to ensure such strategies focus on both general risk management and management of the Company’s most significant risks. In evaluating the risks, the Board typically starts from a risk heat map compiled by senior management which ranks risks based on probability, amounts at stake and reputational consequences considering a ten-year time span. The Board also considers the reports from the Company’s enterprise risk management committee which meets at least once per quarter and discusses updates to the development of the risk heat map. Outside perspectives are also considered in specific areas such as by third-party cybersecurity evaluation firms and by relayed comments from members of our insurance group. On this basis, the

2025 Proxy Statement	Orion S.A.	33

Proposal 1: Election of Directors

Board determines the adequacy of the mitigation measures and strategies taken, thereby applying short-, mid- and long-term effects and respective oversight requirements. The Board is aware that specific risks require individual mitigation strategies and oversight standards. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. In addition, each of the Board committees is responsible for risk management or recommendations on risk-related matters concerning its area of responsibility, consistent with its charter, and such other responsibilities as may be delegated to it by the Board from time to time.

The risk management process established and overseen by the Company’s executive management team includes the centralized corporate review of the global market, financial, regulatory, legal, cybersecurity, sustainability and other risks associated with transactions, and approval of funds disbursed. The Company’s General Counsel holds the responsibility of the group’s Chief Compliance Officer. He ensures the group’s functioning compliance management system, investigates compliance matters, ensures the respective mitigation of compliance risks, and reports in this function to the Company’s Audit Committee.

Board’s Risk Oversight

 

34	Orion S.A.	2025 Proxy Statement

Proposal 1: Election of Directors

Enterprise Risk Management

Orion’s Enterprise Risk Management (ERM) committee administers our integrated risk management framework. The ERM framework enhances Orion’s business resilience and agility – from project to enterprise, globally, across all business units. Our resilience, success, and continued evolution depends on our ability to anticipate and respond to the constantly changing risks in our existing and future operating environments. By embedding ERM principles and practices in our culture and across our operations, we can continually visualize Orion’s risk landscape, mitigate threats, capitalize on opportunities, and create value and predictable outcomes.

Our ERM team reports to the Chief Financial Officer. Every risk and opportunity are assigned to an owner, who is accountable for the ongoing management of the risk or opportunity, including the development and implementation of mitigation plans through to successful conclusion. The ERM committee meets every quarter to discuss and document updates to our risk heat map and, risks, opportunities and mitigation plans.

As part of its risk oversight, our Board reviews the periodic reports from the enterprise risk management committee as well as updates to the development of Orion’s risk heat map.

 

Cybersecurity and Artificial Intelligence

The Board’s approach to managing cybersecurity and AI is designed to ensure oversight and strategic leadership. Leading the Company’s cybersecurity and AI risk management is our Chief Information Security Officer (“CISO”) who has more than ten years of experience in the field of cybersecurity. Our CISO leads our Cyber Emergency Response Team and coordinates the respective disclosure process, which is a collaborative process by which our CISO is advised of cyber incidents and cooperates with relevant departments across the organization to develop and execute an appropriate response.

While the Board of Directors has delegated the continuous cybersecurity monitoring responsibility to the Board’s Audit Committee, it remains apprised of relevant cybersecurity and AI updates, risks and incidents. The regular updates on cybersecurity status, material cyber incidents, and cyber risk and AI management from either the Chief Information Officer (“CIO”) or CISO are provided to both the Board and Audit Committee. In addition, the Company’s executive management, through its CIO, briefs the Audit Committee at each quarterly Audit Committee meeting on the Company’s IT and cybersecurity status, including its Operational Technology systems. The Audit Committee reviews also cover current IT cybersecurity scorecards, which reflect amongst others the status of awareness training programs, phishing incidents, penetration tests, endpoint security findings and an overall cybersecurity vulnerability assessment score. The Audit Committee regularly discusses identified security risks with senior management and reviews management proposed mitigation measures, as well as key cybersecurity initiatives and programs. The Board has discussed emerging technologies such as AI and the associated risks and opportunities of using AI in Orion’s operations as well as the risk factors from cyber and data security perspectives. Additionally, the Board discussed the evolving AI regulatory and compliance landscapes across the geographies and jurisdictions in which Orion operates. Orion is in the process of implementing a Company-wide policy governing the use of AI at Orion both from an ethical and security risk perspective. The Board also considers cybersecurity topics including risk mitigation on a regular basis.

In line with the guidance provided by the Board, the Company performs IT external network penetration testing and table-top exercises and regularly benchmarks its measures to top marketplace security standards such as the U.S. National Institute of Standards and Technology’s (“NIST”) cybersecurity standards.

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Proposal 1: Election of Directors

The Board believes this expanded attention to cybersecurity is appropriate. In line therewith, the Company’s CEO as well as Ms. Galvin (Chair of the Nominating, Sustainability and Governance Committee as well as member of the Audit Committee) each have completed a two-day master class in cybersecurity organized by the National Association of Corporate Directors (NACD) in early 2023. Also, our Director, Ms. Lindsey, has earned a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. Ms. Lindsey is a member of the Company’s Audit Committee.

Financing and Liquidity

Our capital structure and liquidity position evolve with the global economic environment, the demand for carbon black and our abilities to adapt to changing market trends. Changes in growth, continuity and safety capital investment levels over time also play a role. The Board oversees financing and liquidity risks by regularly monitoring our financial and liquidity position to ensure we maintain the financial resources needed to fund our operations, projected growth, and other financing and operating expenses. At each Board meeting, management reviews together with the Board the Company’s financial results and position. We believe these procedures provide adequate risk oversight of financing and liquidity matters affecting the Company. In 2023, the Company renewed its senior secured revolving credit facility, which was intentionally reduced from EUR 350 million to EUR 300 million, as a result of the Company’s stronger cash flow. In line with the Board’s position, the Company added a new feature that includes the linkage of revolving facility funding costs to two sustainability goals. They include continuous greenhouse gas intensity reduction and improvement of its annual EcoVadis rating. Under these terms, the interest rate of the revolving credit facility can be reduced by five basis points – or by 0.05 percent - if the company achieves both of its sustainability targets.

Financial Reporting, Internal Control and Regulatory Compliance

The Audit Committee of the Board provides risk oversight with respect to financial reporting, internal control over financial reporting, general risk management, cybersecurity and related regulatory as well as general compliance matters. Each quarter, our Audit Committee meets and discusses with our independent registered public accounting firm its review of the current interim financial information. After our financial year-end, the Audit Committee discusses with the independent registered public accounting firm its audit of our annual consolidated financial statements, including our internal control procedures over financial reporting. On this basis, the Audit Committee makes a recommendation for the Board’s approval of the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission. Also, during the financial year, our Audit Committee meets in private sessions (without the presence of management) with our independent registered public accounting firm to discuss any matters related to the audit of our annual consolidated financial statements and our internal controls over financial reporting.

On August 10, 2024, the Company determined that a Company employee, who is not a NEO, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties. As a result of this incident, we recognized a one-time pre-tax charge of approximately $55.7 million, net of recoveries, for the unrecovered fraudulently induced wire transfers. The Company has cooperated, and will continue to cooperate, with law enforcement as appropriate and is pursuing recovery of these funds through all legally available means, including potentially available insurance coverage. The incident did not result in any unauthorized access to data or systems maintained by the Company. The business and operations of the Company were not affected. In addition, we incurred $3.6 million of professional fees in connection with our investigations. Together, the amount of $59.3 million is reported in our Form 10-K in Loss due to misappropriation of assets, net of Operations in our Condensed Consolidated Statements. The tax benefit related to Loss due to misappropriation of assets, net was $16.4 million.

Following this event, the Audit Committee engaged a third-party forensics advisory firm as well as an IT security firm to investigate the root cause and confirm that no IT system penetration occurred. Additionally, the Audit Committee held a working session with the CFO to address this issue and review the Company’s remediation measures as well as discussed and aligned the remediation with our independent registered public accounting firm. The Audit Committee also oversees the Company’s pursuit in recovering misappropriated funds through legally available means.

Complaint Procedures for Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC Rules, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal control, auditing or financial matters (collectively, “Accounting Matters”) and (ii) the confidential, anonymous submission by employees or outside third parties of concerns regarding questionable Accounting Matters. The Audit Committee oversees treatment of complaints and concerns in this area. The Audit Committee can involve an external counsel in any reviews and investigations. The General Counsel reports to the Audit Committee at each quarterly meeting on current compliance matters (if any). Additional information regarding our procedures for anonymous reporting can be found in our Policy on Whistleblower Protection and under the Legal link on our website at https://orioncarbons.com/legal/compliance-guidelines/#reporting violations.

Compensation Risk Oversight

The Compensation Committee of the Board provides risk oversight with respect to compensation of the Company’s employees, including the NEOs. We believe we have established a short-term and long-term compensation program that appropriately incentivizes desired performance and mitigates inappropriate risk-taking. The Compensation Committee solicits input from our CEO with respect to the performance of our executive officers and their compensation levels not less frequently than annually. The members of our Compensation

36	Orion S.A.	2025 Proxy Statement

Proposal 1: Election of Directors

Committee have extensive and varied experience with various public and private corporations - as investors and shareholders, as senior executives, and as directors charged with the oversight of management and the setting of executive compensation levels. Further, the Compensation Committee engaged Korn Ferry, an independent executive compensation advisory firm, to provide survey data and advice on market trends on director and executive compensation.

Environmental and Social Risk Oversight

The Board has identified the Company’s strategies, activities and policies regarding sustainability and any other environmental, community support and governance opportunities and challenges as a key focus of risk oversight.

Consequently, the Nominating, Sustainability and Governance Committee of the Board regularly reviews the Company’s strategies, activities and policies regarding sustainability and other related matters and makes recommendations to the Board. The committee also reviews the Company’s annual sustainability report as well as other related material disclosures (if any) prior to their publication. The Board and its committees thereby complement the Company’s internal risk management organization which comprises, amongst other things, an electronic company-wide risk reporting tool and register, regional as well as global risk owners and a standing risk committee headed by the Company’s Chief Risk Officer and assisted by the Company’s Environmental, Health and Safety (EHS), commercial and functional leaders.

2025 Proxy Statement	Orion S.A.	37

PROPOSAL 2

Approval of the Compensation of the

Board of Directors of the Company

We are asking our shareholders to approve the following resolution regarding the compensation of the Board of Directors of the Company:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve to remunerate the members of the Board during the financial year that ends on December 31, 2025 as follows: (i) each non-executive director shall receive a cash retainer of $105,000 and restricted Common Shares of the Company with a value of $137,500 at the time of issuance, with such awards generally subject to vesting only if the director serves the full approximate one-year term she/he was appointed for; (ii) the non-executive Chairman of the Board shall receive an additional cash retainer of $105,000; (iii) the Chairman of the Audit Committee of the Board shall receive an additional cash retainer of $25,000; (iv) the Chairman of the Compensation Committee of the Board shall receive an additional cash retainer of $25,000, and (v) the Chairman of the Nominating, Sustainability and Governance Committee shall receive an additional cash retainer of $20,000. Each non-chairing, non-executive member of the following Board committees shall receive an additional cash retainer as follows: for Audit Committee members an additional cash retainer of $10,000, for Compensation Committee members an additional cash retainer of $7,000, and for Nominating, Sustainability and Governance Committee members an additional cash retainer of $5,000.

We encourage our shareholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, specifically the section titled “Compensation of Our Named Executive Officers and Directors – Director Compensation” for further information on this proposal.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE COMPENSATION OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING ON DECEMBER 31, 2025.

38	Orion S.A.	2025 Proxy Statement

PROPOSAL 2: Approval of the Compensation of the Board of Directors of the Company

Director Compensation

The Compensation Committee is responsible for evaluating and approving compensation for our non-executive directors. The following table contains compensation awarded to or earned by our directors in respect of services performed as a director during 2024. The compensation paid to Mr. Painter, our CEO, is disclosed in the Summary Compensation Table below. Mr. Painter did not receive any additional compensation for his services on the Board.

	Name			Fees Earned in Cash(1) ($)			Stock Awards(2)(3) ($)			Total ($)
	Kerry Galvin			135,000			137,500			272,500
	Paul Huck			137,000			137,500			274,500
	Mary Lindsey			115,000			137,500			252,500
	Didier Miraton			112,000			137,500			249,500
	Yi Hyon Paik			110,000			137,500			242,500
	Dan Smith			235,000			137,500			372,500
	Hans-Dietrich Winkhaus(4)			115,000			137,500			252,500
	Michel Wurth(5)			110,000			137,500			247,500

(1)
Amounts earned during the financial year 2024 are shown.

(2)
The amounts shown reflect the June 20, 2024, grant date fair value of restricted shares of stock granted to our directors for services performed in 2024/2025, determined in accordance with FASB ASC 718. See note M. Stock-Based Compensation to our consolidated financial statements included in our 2024 Annual Report on Form 10-K regarding assumptions underlying valuations of equity awards.

(3)
As of December 31, 2024, each non-executive director held 6,086 shares of restricted stock units, granted and valued at $137,500 on June 21, 2024, which was based on the respective shareholder resolution resolved in the 2024 annual general meeting, for director services for 2024/2025 which vest on the day prior to the 2025 Annual General Meeting (vesting date).The grants automatically become fully vested subject to the directors’ service as a member of the Board of Directors through the vesting date.

(4)
Mr. Winkhaus is resigning from the Board effective June 26, 2025. Consequently, he earns director cash compensation until his resignation date. His 6,086 stock awards granted on June 20, 2024, in the value of $137,500 become vested on June 25, 2025, in accordance with the respective shareholder resolution on director remuneration resolved in the 2024 annual general meeting of shareholders.

(5)
Based on the Court of Justice of the European Union’s ruling on December 21, 2023, and the Luxembourg VAT authority’s (AEDT) decision on December 22, 2023, to suspend VAT tax on directors’ fees with immediate effect until the final decision of the Luxembourg District Court is delivered, we ceased to apply VAT tax to Mr. Wurth’s quarterly director fees earned during 2024. Following the Luxembourg District Court’s final decision on November 22, 2024, confirming the elimination of VAT tax for directors who do not act independently and who act exclusively within the framework of a collegial governance body, we are in the process of determining Mr. Wurth’s VAT refund amount and the Company’s VAT deduction amount for the years 2018-2023.

As described in the table above, our directors received compensation in 2024 for their services as a member of the Board as follows:

• each non-executive director received a cash retainer of $105,000 and restricted Common Shares of the Company in the value of $137,500 at the time of grant, whereby the Common Shares only become fully vested if the director serves the full term she/he was appointed for;

• the non-executive Chairman of the Board received an additional retainer of $105,000;

• the chairman of the Audit Committee of the Board received an additional retainer of $25,000;

• the chairman of the Compensation Committee of the Board received an additional retainer of $25,000;

• the chairman of the Nominating, Sustainability and Governance Committee of the Board received an additional retainer of $20,000; and

• each non-chairing, non-executive member of the following Board committees received an additional cash retainer as follows: for Audit Committee members an additional cash retainer of $10,000, for Compensation Committee members an additional cash retainer of $7,000, and for the Nominating, Sustainability and Governance Committee members an additional cash retainer of $5,000.

Stock Ownership Guideline for Directors

In order to achieve the financial alignment of the Company’s directors with the interest of the Company’s shareholders, the Board has established a stock ownership guideline for directors. Under this guideline, each director is required to own Common Shares that have a fair market value (determined as of each annual general meeting of the Company’s shareholders) equal to five times (5x) the annual cash retainer paid to the applicable independent director (and any new independent director shall have five (5) years from his or her initial appointment or election to the Board within which to satisfy the foregoing stock ownership guideline). All Directors are in compliance with the stock ownership guideline. Refer to the share ownership of each director under “Security Ownership of Certain Beneficial Owners” in this Proxy Statement. As of December 31, 2024, all Directors but two were in compliance with the stock ownership guidelines, and, due solely to a decrease in the Company’s stock price, all but five of our Directors were in compliance with the stock ownership guidelines as of the date of this proxy statement.

2025 Proxy Statement	Orion S.A.	39

PROPOSAL 2: Approval of the Compensation of the Board of Directors of the Company

Related Party Transactions

Review and Approval of Transactions with Related Parties

To ensure that all employees, executive officers and directors avoid any activity that is in conflict with or has the appearance of conflicting with the Company’s business interests, our Board has adopted a written policy regarding transactions with related parties (the “Related Party Transaction Approval Policy”). This policy which supplements the conflict of interest provisions in our Code of Conduct and Code of Ethics for Senior Financial Officers, requires that all related party transactions are subject to approval or ratification in accordance with the Company’s policy, and that an independent committee reviews and approves or takes such other action it may deem appropriate with respect to (a) related party transactions, (b) any material amendment, modification, extension or termination of a related party transaction, (c) any amendment, modification, extension or termination of a transaction that thereby will become a related party transaction, and (d) the handling and resolution of any disputes arising in connection with related party transactions. The Board has assigned this task to the Audit Committee as a committee of independent directors. The Related Party Transaction Approval policy defines a “related party transaction” as (i) a transaction in which the Company or one or more of its subsidiaries is a participant and which involves an amount exceeding $120,000, in which any director, officer, greater than 5% shareholder of the Company or any other “related person” (as defined in Item 404 of Regulation S-K and included below), has or will have a direct or indirect material interest, (ii) any material amendment, modification, extension or termination of the Registration Rights Agreement the Company is a party to, and (iii) any other transaction for which disclosure will be required pursuant to Item 404 of Regulation S-K.

In determining whether to approve or ratify any related party transaction, the independent committee or the disinterested members of the Board shall consider all factors that are relevant to the related party transaction, including, without limitation, the following:

• The terms of the related party transaction

• The related person’s interest in the related party transaction

• The purpose and timing of the related party transaction

• The nature of the involvement of the Company and its subsidiaries in the related party transaction and whether the Company or its subsidiaries (as applicable) have demonstrable business reasons to enter into the related party transaction

• Whether the related party transaction would impair the independence of a director

• Whether the related party transaction involves any potential reputational or other risk issues

• Any other information the independent committee deems relevant

In the event that the Company becomes aware of a related party transaction that was not approved under the Policy, such related party transaction will be reviewed in accordance with the policy as promptly as reasonably practicable. The Audit Committee will consider all of the relevant facts and circumstances, evaluate all options available to the Company, including ratification, amendment or termination of such related party transaction and take such course of action as the Audit Committee deems appropriate under the circumstances. All directors and executive officers have an obligation to inform the Company when confronted with situations that may be perceived as a conflict of interest. Additionally, at least annually, directors and executive officers complete a questionnaire specifying any business relationship that may give rise to a conflict of interest or a related party affiliation.

Related Party Transactions

As of December 31, 2024, related parties with which the Company entered into the below transactions were Deutsche Gaßrußwerke GmbH & Co. KG (DGW), a joint venture company of the Company that is accounted for using the equity method and ArcelorMittal. The transactions concerned the following:

	(in Million $)			ArcellorMittal			DGW			Total
	Trade Receivables			—			0.4			0.4
	Trade Payables			—			16.9			16.9
	Purchases			0.3			131.0			131.3
	Sales and Revenue			—			3.9			3.9

Contacting the Board

Any shareholder or any other interested party who wishes to communicate directly with our Board or the non-executive directors as a group may do so by corresponding with Investor Relations at the following address:

Investor Relations

Orion Engineered Carbons LLC

1700 City Plaza Drive, Suite 300

Spring, Texas 77389, or

via e-mail at investor-relations@orioncarbons.com. The Company will forward any such communication to the intended recipients, unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal or similarly inappropriate.

40	Orion S.A.	2025 Proxy Statement

PROPOSAL 2: Approval of the Compensation of the Board of Directors of the Company

Executive Officers

Executive Officers

Set forth below is information regarding the Company’s current executive officers:

	Name			Age			Title
	Corning Painter			62			Chief Executive Officer
	Jeffrey Glajch			62			Chief Financial Officer
	Dr. Sandra Niewiem			49			Senior Vice President, Global Specialty Carbon Black and EMEA Region
	Pedro Riveros			54			Senior Vice President, Global Rubber Carbon Black and Americas Region
	Carlos Quinones			60			Senior Vice President, Global Operations

	Chief Executive Officer since September 2018	Corning Painter, 62			Joined Orion in: 2018
		Business Experience  •  Chief Executive Officer of Orion S.A. Group (September 2018-present)  •  Executive Vice President, Industrial Gases division of Air Products and Chemicals (2014-2018)  •  Senior Vice Present, Merchant Gases of Air Products and Chemicals (2013-2014)  •  Various positions, including 10 years overseas in Europe and China at Air Products and Chemicals, such as Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President, Supply Chain (1984-2013)			Education  •  Certified Professional Engineer, in the Commonwealth of Pennsylvania  •  B.S. degree in Chemical Engineering, Carnegie Mellon University  •  Master class Cybersecurity, National Association of Corporate Directors (NACD)

	Chief Financial Officer since April 2022	Jeff Glajch, 62			Joined Orion in: 2022
		Business Experience  •  CFO, M&A Leader, Corporate Secretary of Graham Corporation and cleared Facility Security Officer (2009 to 2022)  •  Senior Finance and business management positions (1988-2009)  •  Research engineer (1985-1987) Other Professional Experience  •  Advisory Board member of M42, a private AI company (2021-present)  •  Board member of various non-profit and university boards (2006-2022)			Education  •  M.S degree in industrial administration, Purdue University  •  M.S. degree in administrative science, John Hopkins University  •  M.S. degree in chemical engineering, Clarkson University  •  B.S. degree in chemistry, Carnegie-Mellon University  •  Significant training in U.S. cleared facility security for Fire Support Officer and Information System Security Manager

2025 Proxy Statement	Orion S.A.	41

PROPOSAL 2: Approval of the Compensation of the Board of Directors of the Company

Executive Officers

Senior Vice President Global Specialty Carbon Black and EMEA Region since September 2019	Dr. Sandra Niewiem, 49			Joined Orion in: 2013
	​Business Experience  •  Vice President Global Product Management Specialty Carbon Black of Orion S.A. (2015-2019)  •  VP Global Business Development Specialty Carbon Black of Orion S.A. (2013-2015)  •  Principal Management Consultant of Kearney (2000-2013)			Education  •  Ph.D. degree in economics, European Business School Oestrich Winkel, Germany  •  M.S. degree in business administration, James Madison University

Senior Vice President Global Rubber Carbon Black and Americas Region since June 2019	Pedro Riveros, 54			Joined Orion in: 2019
	​Business Experience  •  Various positions including Vice President and General Manager, South America, Management Director, Sao Paolo, Brazil, and business leadership positions including strategy, technology and supply chain at Air Products (1994-2019)			Education  •  B.S. degree in mechanical engineering, Rensselaer Polytechnic Institute

	Senior Vice President Global Operations June 2019	Carlos Quinones, 60			Joined Orion in: 2019
		​Business Experience  •  Industrial Gases Operations Leader at Air Products (2015-2019)  •  Vice President, U.S. Hydrogen Operations and Engineering at Praxair (2010-2015)  •  Various management positions at Dow Chemical Company, Rohm and Haas and Arco Chemical (1988-2010)			Education  •  B.S. degree in mechanical engineering, Texas A&M University

No Compensation Committee Interlocks or Insider Participation

None of our executive officers serves or served during the 2024 financial year as a member of the board of directors or the compensation committee of any other company that has or at the time had any executive officers serving as a member of our Board or Compensation Committee.

42	Orion S.A.	2025 Proxy Statement

PROPOSAL 2: Approval of the Compensation of the Board of Directors of the Company

Security Ownership of Certain

Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of our Common Shares as of April 25, 2025, by (i) each of our directors and named executive officers (“NEOs”), individually, (ii) all of our directors and executive officers as a group, and (iii) each person known to our management to be the beneficial owner of more than 5% of the outstanding Common Shares.

	Name and Address of Beneficial Owner(1)			Common Shares Beneficially Owned			Percent
	5% Shareholders:
	BlackRock, Inc.(2)			​4,095,480			7.1%
	​Pzena Investment Management, LLC(3)			​3,647,985			6.3%
	​William Blair Investment Management, LLC(4)			​3,557,527			6.2%
	Directors and Executive Officers:
	Kerry Galvin(6)			52,668			*
	Jeff Glajch(5)			​93,767			*
	Paul Huck(6)			71,272			*
	Mary Lindsey(6)			42,954			*
	Didier Miraton(6)			41,272			*
	Sandra Niewiem(5)			14,896			*
	Yi Hyon Paik(6)			32,954			*
	Corning Painter(5)			937,956
	Carlos Quinones(5)			75,377			*
	Pedro Riveros(5)			39,105			*
	Dan Smith(6)			78,772			*
	Hans-Dietrich Winkhaus(6)			41,770			*
	Michel Wurth(6)			32,954			*
	Directors and Executive Officers as a group (13 persons):			1,555,717

*
Represents less than 1% of the number of Common Shares outstanding.

(1)
Beneficial ownership is determined in accordance with SEC rules. The percentage of Common Shares beneficially owned is based on {…] Common Shares as of April 25, 2025.

(2)
As reported in a Schedule 13G/A filed on February 6, 2024 by BlackRock, Inc. Pursuant to the Schedule 13G/A, BlackRock, Inc. is a parent holding company or control person organized in Delaware. According to the Schedule 13G/A, the Common Shares were acquired and are held in the ordinary course of business. According to the Schedule 13G/A, the address of the principal office of BlackRock Inc. is 50 Hudson Yards, New York, NY 10001. The number of shares beneficially owned by Blackrock, Inc. with sole voting power amounts to 4,029,483 and the number of shares beneficially owned with sole dispositive power amounts to 4,095,480.

(3)
As reported in a Schedule 13G filed by Pzena Investment Management, LLC on October 21, 2024. Pursuant to the Schedule 13G, Pzena Investment Management, LLC is a registered investment adviser, organized in Delaware. According to the Schedule 13G, the Common Shares were acquired and are held in the ordinary course of business and the address of the principal office of Pzena Investment Management, LLC is 320 Park Avenue, 8th Floor, New York, NY 10022. The number of shares beneficially owned by Pzena Investment Management, LLC with sole voting power amounts to 2,797,092 and the number of shares beneficially owned with sole dispositive power amounts to 3,647,985.

(4)
As reported in a Schedule 13G/A filed by William Blair Investment Management, LLC on February 12, 2025. Pursuant to the Schedule 13G/A, William Blair Investment Management, LLC is an investment adviser organized in Delaware. According to the Schedule 13G/A, the Common Shares were acquired in the ordinary course of business and the address of the principal office of William Blair Investment Management, LLC is 150 North Riverside Plaza, Chicago, IL 60606. The number of shares beneficially owned by William Blair Investment Management, LLC with sole voting power amounts to 2,596,596 and the number of shares beneficially owned with sole dispositive power amounts to 3,557,527.

(5)
Includes the shares of restricted stock and/or restricted stock units that have vested or will vest, and will be converted to shares with voting rights, on or before June 23, 2025. The RSUs held by the executive officers exclude vested RSUs that have not been converted to shares and do not allow for voting rights.

(6)
This amount includes 6,086 restricted shares granted to the reporting person on June 21, 2024, that will vest on the day prior to the 2025 Annual General Meeting.

2025 Proxy Statement	Orion S.A.	43

 

	Executive Compensation
	PROPOSAL 3: Advisory Vote on Executive Compensation			45
	Compensation Discussion and Analysis			46
	Elements of our 2024 Compensation Program			49
	Target Compensation Mix			50
	2024 Compensation for NEOS			52
	Compensation Decisions for 2025			59
	Compensation Committee Report			61

PROPOSAL 3

Advisory Vote on

Executive Compensation

The Company is seeking a non-binding advisory vote from its shareholders to approve the compensation paid to our NEOs for the year 2024, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is commonly referred to as the “Say-on-Pay” vote. In accordance with the requirements of the SEC, we are providing our shareholders with an opportunity to express their views on the compensation paid to our NEOs in a non-binding, advisory vote.

The Company’s core compensation philosophy is to align executive compensation with our shareholders’ interests and our annual and long-term performance. This includes linking executives’ pay to their performance and the Company’s overall annual and long-term performance.

Our Board and the Compensation Committee are dedicated to ensuring that our executive compensation programs reflect best practices in numerous ways, including by making a portion of compensation performance-based to maximize both short- term and long- term shareholder value. The Board believes the Company’s compensation programs are well-tailored to align executive officers’ interest with those of our shareholders, retain executive talent and appropriately reward performance. We encourage our shareholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, which describes (i) the processes our Compensation Committee used to determine the structure and amounts of the compensation of our NEOs for 2024 and (ii) how our executive compensation philosophy, policies and procedures operate and are designed to achieve our compensation objectives. The Compensation Committee and the Board believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our NEOs to commit to creating long-term value for our shareholders.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are asking our shareholders to approve the following resolution regarding the compensation of our NEOs:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement for the Company’s 2025 Annual General Meeting of Shareholders.

Although this advisory vote is non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our NEOs’ compensation and related executive compensation programs. We expect to hold our next advisory “Say-on-Pay” vote at our 2026 annual meeting of shareholders.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE, ON A
NON-BINDING ADVISORY BASIS, FOR THE APPROVAL OF THE NAMED
EXECUTIVE OFFICER COMPENSATION PAID FOR THE YEAR 2024.

2025 Proxy Statement	Orion S.A.	45

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation program and describe the material components of our executive compensation program for our 2024 named executive officers (“NEOs”). Our NEOs for 2024 were:

	Name			Age			Title
	Corning Painter			62			Chief Executive Officer
	Jeff Glajch			62			Chief Financial Officer
	Sandra Niewiem			49			Senior Vice President, Global Specialty Carbon Black and EMEA Region
	Pedro Riveros			54			Senior Vice President, Global Rubber Carbon Black and Americas Region
	Carlos Quinones			60			Senior Vice President, Global Operations

Executive Summary

We enjoy a long-standing reputation within the industry for carbon black product and process technology, applications knowledge and innovation. Our goal is to remain at the forefront of the industry in terms of product development by having dedicated applications technology teams, commercial teams and manufacturing facilities. Our long-term success depends on our ability to attract, engage, incentivize and retain highly talented individuals who are committed to our corporate and business strategies.

The Company takes a long-term view of performance, growth and value creation as an essential part of our culture, business strategy and compensation approach. Building a business that is resilient to fluctuations in the economy is critical to our success.

We believe that through our leadership’s unwavering efforts, we performed well in a challenging economic environment. We delivered $44.2 million in net income despite the significant fraud incident and an annual Adjusted EBITDA of $303 million in 2024.

Our key 2024 business, safety, sustainability and strategic achievements included the following:

• Net income greater than $44 million and, for a third consecutive year, Adjusted EBITDA greater than $300 million.

• Repurchased nearly $20 million of stock

• Invested in French tire recycling company Alpha Carbone during 2024, in a partnership that will enable Alpha Carbone to scale up and produce commercial volumes of TPO and recovered carbon black. Our operation in Jaslo, Poland, successfully installed two large tire pyrolysis oil (TPO) tanks, which are essential components in Orion’s circular carbon black manufacturing process. Completed wastewater treatment system at our Nelson Mandela Bay facility that recovers gray water from a local water treatment works so it can be reused in carbon black production, thus reducing the need for fresh water, ensuring more is available for the local community in this water-stressed area.

• Continued Emerging Leaders and Leaders of Leaders management development training programs

• Continued our strong sustainability results by achieving a Gold medal from EcoVadis and a consecutive B-score from CDP

• Successfully executed our critical key strategic projects, once again focusing on ensuring the Company continues to focus on long-term improvement projects with continued emphasis on process improvements, cost reduction, employee training and development, safety and new business opportunities

• Paid a dividend to our shareholders

In 2024, we continued to demonstrate our operational resilience by successfully executing our strategy across the following six core pillars:

(1)
Employees: protecting our people;

(2)
Production: maintaining safe, functioning, productive plants;

(3)
Customers: Serving our customers’ evolving needs;

(4)
Liquidity: enhancing our financial flexibility and ensuring we maintain strong financial standing;

(5)
Supply Chain: maintaining adequate access to raw materials despite often snarled international shipping channels and supply chains; and

(6)
Community support: supporting the communities in which we are privileged to operate.

46	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Our Compensation Philosophy

Our executive compensation program is designed to align with our pay-for-performance philosophy and, accordingly, directly links a substantial portion of annual executive compensation to Company performance. We also believe that the amount of compensation paid to each NEO should reflect the depth of their experience and the quality of their performance. We place a significant emphasis on long-term incentive compensation, designed to link the value created for shareholders with those responsible for the results. We offer a total compensation opportunity that is both competitive with similarly sized companies for our industry and that is internally equitable. Our compensation program is designed to attract, develop and retain business leaders to drive financial and strategic growth and build long-term shareholder value, and to deliver competitive compensation for superior Company performance. Likewise, when Company performance falls short of expectations, these variable incentive programs deliver lower levels of compensation. However, the Compensation Committee endeavors to balance pay-for-performance objectives with retention considerations so that, even during a temporary downturn in the economy and the chemicals industry, the program continues to ensure that qualified, successful, performance-driven employees stay committed to increasing our long-term value. Furthermore, to attract and retain highly skilled management, our executive compensation program must remain competitive with those of comparable employers who compete with us for talent.

 

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Compensation Discussion and Analysis

Our Executive Compensation Practices

We seek to maintain high standards with respect to the governance of executive compensation. Key features of our compensation policies and practices that aim to drive long-term performance and align with stockholder interests are highlighted below:

		Our Compensation Practices				Our Prohibited Compensation Practices
	Pay-for-Performance—We align annual and long-term incentive opportunities with our annual operating plan and shareholder interests.				No Guaranteed Increases—We do not guarantee salary or other compensation increases for our NEOs.
	Align Total Compensation with Our Peers—We position the target total direct compensation levels for our NEOs within the range of the median for our peers.				No Excessive Perquisites or Special Benefits—Our NEOs are only eligible to participate in benefit plans that are generally available to all our employees, or that are customary benefits for executives within the applicable jurisdiction.
	At-Risk Compensation—Our incentive-based compensation represents a significant portion of our executives’ compensation by using a combination of lower base salaries and an emphasis on pay-for-performance.				No Single-Trigger Vesting Upon a Change-in-Control—No automatic single trigger accelerated vesting of equity in connection with a change-in-control.
	Annual Review and Discretion—We conduct an annual review of our executive compensation program to ensure it rewards executives for strong performance, aligns with stockholder interests, and retains top talent. Our Compensation Committee has the discretion to set performance-based compensation based on its annual review as well as adjust incentive payouts where they believe this more appropriately aligns with the Company’s and shareholders’ best interest.				No Excessive Severance Benefits—We do not provide for cash severance payments to our U.S. based executives other than for our CEO and CFO.
	Independent Consultant—We use an independent compensation consultant retained by and reporting directly to the Compensation Committee.				No Excise Tax Gross-Ups—We do not provide excise tax gross-up payments.
	Stock Ownership Guidelines—We have adopted robust stock ownership guidelines for our executive officers: five times base salary for our CEO, three times base salary for our CFO and two times base salary for all other executive officers, including our other NEOs.				No Pledging—We prohibit the pledging of the Company’s stock by directors, officers, and employees of the Company while holding material non-public information about the Company or being otherwise not permitted to trade the Company’s stock.
	Mitigate Undue Risk—We utilize a mix of performance metrics, cap potential payments, provide a three-year vesting period for performance stock awards, and conduct an annual compensation risk assessment analysis each year.				No Repricing of Options or TSR targets—We currently do not issue stock options as part of our compensation strategy, and we do not reset TSR benchmarks.
	Clawback—Incentive-based compensation of our NEOs paid in cash or equity, that is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure” is subject to clawback in the event of material financial misstatements during the applicable performance period, violation of applicable restrictive covenants or engaging in misconduct that triggers a for-cause termination.
	Certain of our officers’ award agreements including their time-based awards also include additional clawback provisions that extend beyond the requirements of Section 10D of the Exchange Act and the NYSE rules.

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Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Elements of Our 2024 Executive Compensation Program

The Compensation Committee has built our executive compensation program upon a framework that includes the components and objectives listed below. The Compensation Committee routinely reviews each component of our executive compensation program to assess how it affects total target pay levels and considers pay ranges for similar executive positions among companies in our industry peer group.

	Program			Award Type			Objective of Element			Description
	Base Salary			Cash			To provide an appropriate base salary and mitigate inappropriate risk-taking, we provide a fixed, certain and regular level of income.			Base salaries are set at market-competitive levels, subject to adjustment for a number of other factors, such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position.
	Annual Short-term Incentive (“STI”) Compensation			Cash			To incentivize and reward performance on key metrics that support the Company’s annual operating plan. To promote pay-for-performance in a competitive way. Generally targeted competitive levels among companies in our peer group, based upon achieving specified performance goals.			Designed to offer opportunities for cash compensation directly tied to Company performance relative to established performance targets that the Compensation Committee believes create shareholder value. Annual STI payouts range from 0% to 200% of the target bonus for 2024, and for our NEOs, are based on actual EBITDA (65%), Safety (5%), Sustainability (5%) and Key Strategic Projects (25%) performance relative to the designated targets. Annual STI awards are generally paid out during the first quarter following the end of the applicable financial year (i.e., the performance period).
	Performance-based Restricted Stock Units			Equity Performance Stock Units (PSUs)			To strengthen alignment with shareholders’ interests and drive continued shareholder value creation, 70% of the awards granted under our long-term incentive (“LTI”) plan are performance-based for all executive officers, including our NEOs.			The PSU payout ranges from 0% to 200% of the target number of Common Shares subject to the award based on actual relative total shareholder return “rTSR” (50%), Return on Capital Employed “ROCE” (25%), Sustainability (12.5%) and Employee Engagement (12.5%) RTSR is measured over the three-year performance period, ROCE is measured annually on prorata basis and Sustainability and Employee Engagement are based on the Company’s latest independent assessments completed during the three-year period which are conducted by a third parties.
	Time-based Restricted Stock Units			Equity Restricted Stock Units (RSUs)			For retention purposes, 30% of the awards granted under our LTI plan are time-based for all executive officers, including our NEOs.			RSUs vest one-third on each vesting date, subject to continued employment through the applicable vesting date. For grants issued in 2022 and prior, 100% of the RSUs are settled in shares after the third and final vesting date, subject to continued employment through the applicable vesting date. Starting in 2023 and onwards, one-third of the RSUs granted are settled in shares on each applicable vesting date, subject to continued employment through the applicable vesting date.
	Retirement and other Employee Benefits						To provide competitive benefits to protect our employees and their covered dependents’ health and welfare, facilitate strong performance on the job, and enhance productivity.			NEOs and other executive officers are eligible to participate in the same benefit programs that are offered to other salaried employees in their respective jurisdictions, including the 401(k) plan matching benefits, car allowances, and participation in health and welfare plans.

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Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Target Compensation Mix: How Pay is Tied to Performance

Our executive compensation program directly links most of the executive compensation opportunity to our financial performance through annual and long-term incentives. The elements of the NEO compensation program have remained relatively consistent in the past years, with target compensation allocated between fixed and variable, cash and non-cash and short-term or long-term components. The Target Compensation Mix chart below describes each of the compensation elements for the Chief Executive Officer (“CEO”) and other current NEOs for 2024 as a percentage of total target direct compensation.

 

As illustrated in this chart, the target STI compensation, which is primarily dependent on the Company’s financial performance and the accomplishment of key strategic projects, as well as the target performance-based portion of our LTI compensation in the form of PSUs, which is linked to ROCE, rTSR as compared to the average rTSR of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index, sustainability and employee engagement, together constitute approximately 82% and 63%, respectively, of the total target direct compensation of our CEO and other NEOs. Our Compensation Committee believes that the majority of our CEO’s and each NEO’s target compensation should be at risk based on the Company’s performance, and most of this at-risk compensation should be tied to the Company’s stock price. The amount of our CEO’s and NEOs’ actual earned at-risk compensation will strongly align with shareholders’ interests and investments.

Compensation Consultant Role: How Executive Pay is Established

The Compensation Committee, in consultation with management and with the advice and recommendation of the Compensation Committee’s independent compensation consultant, endeavors to establish levels of compensation that are competitive in the marketplace taking into account our pay-for-performance philosophy and core principles of driving growth of long-term shareholder value.

Since the Company’s initial public offering in July 2014, the Compensation Committee has engaged Korn Ferry as its independent compensation consultant. In developing our executive compensation program and policies and setting pay levels, Korn Ferry has assisted the Compensation Committee with reviewing elements of executive pay against a comparison industry peer group, as discussed below, and advising the Compensation Committee on evolving best practices. In addition, from time to time, the Company utilizes various salary benchmarking data sources to use as a guideline for establishing competitive market pay rates and salaries.

The Compensation Committee has evaluated the independence of Korn Ferry and concluded that they did not provide any other compensation services to the Company during 2024 and were qualified to serve as an independent consultant to the Compensation Committee.

Compensation Governance

The Compensation Committee, which is comprised entirely of independent directors, is responsible for overseeing our executive compensation program. The Compensation Committee determines and approves all compensation and payment levels for the CEO and certain other senior officers, including the other NEOs.

The Compensation Committee performs an annual review of the CEO’s goals and his performance in achieving such goals in each financial year and keeps the Board apprised of such evaluations. Our CEO reviews the performance of our other senior officers, including the NEOs (other than himself), and makes recommendations to the Compensation Committee regarding the compensation for those senior officers.

The Compensation Committee, with input from Korn Ferry, determines each element of compensation for the CEO. The Compensation Committee also determines each element of compensation for the other NEOs based on consideration of each individual’s leadership

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Compensation Discussion and Analysis

qualities, operational performance, business responsibilities, tenure with the Company, current compensation arrangements and long-term potential to enhance shareholder value as well as input from Korn Ferry and the CEO. The Compensation Committee is under no obligation to follow these recommendations. Executive officers and others may participate in discussions with the Compensation Committee when invited to do so.

The Compensation Committee also reviews and approves all recommended salary increases, STI awards and LTI grants for our NEOs.

Compensation Risk Management

The Compensation Committee provides risk oversight with respect to the compensation of our Company’s employees, including the NEOs and other key officers. We believe we have established a short- term and long- term compensation program that properly incentivizes desired performance and mitigates inappropriate risk-taking with a possible adverse effect on the Company.

The Compensation Committee oversees the Company’s executive compensation program and annually reviews the program against the Company’s strategic goals, industry practices and emerging trends to ensure alignment with shareholder interests. The Compensation Committee believes that our performance-based bonus and equity programs provide executives with incentives to create long-term shareholder value.

As part of this evaluation, the Compensation Committee considers whether the program components encourage or otherwise promote the taking of inappropriate or unacceptable risks that could threaten the Company’s value. Based on this review, the Compensation Committee believes that many features of the Company’s compensation program are designed to effectively promote the creation of long-term value, discourage behavior that leads to excessive risk, and mitigate the material risks associated with executive and other compensation programs.

These features for 2024 are as follows:

• A mix of elements so that the compensation mix is not overly focused on either STIs or LTIs.

• Our STI payout is based on financial metrics that are objective and drive long-term shareholder value. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk-taking to achieve short-term results.

• Our compensation program does not allow for unlimited payments, and annual incentive award caps limit the extent that employees could potentially profit by taking on excessive risk.

• A significant portion of all senior executives’ (including our NEOs’) LTI awards (70%) is issued as PSUs based on ROCE, rTSR, Sustainability and Employee Engagement performance results measured over a three-year performance period, which are objective and drive long-term shareholder value. The Sustainability and Employee Engagement performance results are measured using the last independently published results report valued at the end of the three-year performance period.

• Our 2024 PSUs vest based on a three-year performance period which encourages executives to attain sustained performance over several years, rather than performance over a short-term period.

• We have robust stock ownership guidelines which align the interests of our executive officers with the long-term interests of our shareholders and encourage our executives to execute our strategies for growth in a prudent manner.

• The demonstrated ability to make timely changes to the executive compensation program as needed.

Based on its most recent review, management and the Compensation Committee do not believe that the compensation policies and practices of the Company create risks that are reasonably likely to have a material adverse effect on the Company.

Use of Peer Group Data

The Compensation Committee utilized Korn Ferry to identify an industry peer group for the Company to perform an annual review of our executive compensation and to assess the competitiveness of our executive compensation program. The Company’s philosophy for senior executive pay, including our NEOs’ pay, is to provide a target total compensation package that is competitive with our peer group and general industry market data as provided by Korn Ferry. We do not benchmark our NEOs’ compensation to any specified level, and compensation levels of executives in our peer group is just one factor considered when determining total compensation levels. In addition to market data, other factors, such as the NEO’s experience, responsibilities, performance and long-term strategic value to the Company, are also considered by the Compensation Committee when making recommendations and decisions on compensation.

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Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

For 2024, Korn Ferry provided market data for a peer group of 14 companies with revenues between $695 million and $4.0 billion (median revenues of $2.0 billion). Peer group compensation data was limited to information that is publicly reported and such data was used to evaluate the major components of compensation for our NEOs, including base pay, target annual bonus opportunity and LTI opportunity. In accordance with the foregoing process and analysis, the Compensation Committee approved the following peer group of 14 companies in the specialty chemicals industry to provide a reference for pay decisions for 2024. The Compensation Committee annually reviews peer group companies to reflect merger & acquisition activity in the industry. Our 2024 peer group companies were:

	Ashland, Inc.			HB Fuller Company			Minerals Technologies Inc.
	Advansix, Inc.			Ingevity Corporation			Quaker Chemical Corporation
	Balchem Corporation			Innospec Inc.			Sensient Technologies Corporation
	Cabot Corporation			Koppers Holdings, Inc.			The Stepan Co.
	Ecovyst, Inc.						Tronox Holdings PLC

Pay Decision Factors

The Compensation Committee considers several factors when evaluating the pay levels of our NEOs. These include but are not limited to:

• Market reference data from our compensation peer group

• The NEO’s level of responsibility, performance, leadership, tenure and experience

• The Company’s overall annual performance

• Overall business strategy and business model

• The Company’s expected growth trajectory and constraints

• Performance against our business tenets and long-term strategy

• rTSR and long-term shareholder value

• The economic environment

Each NEO’s approved target compensation provides the executive with an appropriate compensation opportunity. The Compensation Committee determined, based on the Company’s financial year 2024 performance, that each NEO’s total 2024 earned compensation was appropriate in light of the overall Company performance and the NEO’s personal performance, responsibility, and experience, relative to the total shareholder return for 2024. For NEOs who are promoted or hired externally into their role, and whose total direct compensation is not competitive at the time of their promotion or hire, our philosophy is to bring such NEO’s compensation to benchmark levels used by the Compensation Committee generally over a three-year period.

2024 NEO Compensation

The total compensation opportunities for each NEO in 2024 are intended to reflect the depth of their experience, quality of their performance and level of service to the Company and its shareholders. The 2024 compensation of our NEOs illustrates how a meaningful portion of each executive’s pay is based on performance against our short-term and long-term strategic objectives.

Base Salary

We pay base salaries to attract and retain talented executives and to provide a fixed base of cash compensation. The table below shows the annual salary of each NEO for 2023 and 2024:

	Named Executive Officer			2024 Annual Base Salary ($)			2023 Annual Base Salary ($)			Percentage Increase
	Corning Painter			1,100,000			1,045,000			5.26%
	Jeff Glajch			496,739			472,500			5.13%
	Sandra Niewiem(1)			372,104			354,376			5.0%
	Pedro Riveros			432,525			408,042			6.0%
	Carlos Quinones			399,861			380,512			5.09%

(1)
Dr. Niewiem’s annual base salary is paid in Euros, which is converted to U.S. Dollars in the table above for both 2023 and 2024 using the conversion rate at December 31, 2024 (the last trading day in 2024), where 1 Euro = USD 1.04

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Compensation Discussion and Analysis

For financial year 2024 base salary determinations, the Compensation Committee reviewed each NEO’s job responsibilities, management experience, individual contributions, tenure and then-current salary, as well as the executive compensation benchmarking data prepared by Korn Ferry.

Annual Short-Term Incentive (STI) Compensation

Our STI compensation program is designed to offer opportunities for cash compensation directly tied to our Company’s performance relative to established performance measures and ranges that the Compensation Committee believes create shareholder value. We provide opportunities for our executives to earn annual cash incentive awards that reward performance achievements for the year. Performance goals are objective and based on our annual business strategy and budget approved by the Compensation Committee. Our STI Plan is designed to:

• focus executives on key financial and strategic goals that support our annual operating plan

• link short-term pay to the Company’s annual performance

• put a meaningful portion of compensation at risk based on our financial success

• incentivize and motivate executives to achieve our short-term strategic and financial objectives that we believe will drive long-term value creation

• provide a competitive level of target annual compensation to attract and retain key talent

At the beginning of 2024, the Compensation Committee reviewed the annual target STI award opportunities for Messrs. Painter, Glajch, Riveros and Quinones and Dr. Niewiem. After consulting with Korn Ferry, the Compensation Committee determined that no changes to STI target percentages were necessary for 2024. The 2024 target annual STI award opportunities for our NEOs are as follows:

	Name(1)			Target 2024 STI Bonus as a Percentage of Base Salary
	Corning Painter			100%
	Jeff Glajch			65%
	Sandra Niewiem			60%
	Pedro Riveros			60%
	Carlos Quinones			60%

Target STI payouts for plan year 2024 range from 0% – 200% of the NEO’s target annual bonus. Sixty-five percent (65%) of the annual target bonus is determined by Adjusted EBITDA, 5% is based on Safety results and 5% is based on Sustainability results, with threshold, target, and maximum payout levels for each such performance metric. Performance at the threshold level results in a payout at 50% of target STI, performance at the target level results in a payout at 100% and performance at the maximum level results in a payout at 200%. For these three key performance measures, we use linear interpolation to determine the actual STI payouts for achievement between the three performance levels.

 

The key performance metrics, payout calculation and terms applied to each NEO are the same as applied to all employees of the Company and based on the Compensation Committee’s determination that each measure is integral to the overall success of the Company. Our NEOs may not defer payment of any portion of their STI payout, and the Company does not sponsor any deferred compensation program that would permit such a deferral.

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Compensation Discussion and Analysis

The Compensation Committee established the following performance metrics and target performance levels for the following 2024 STI Plan measures:

Measure

Weight

Threshold Level (50% Payout)

Target Level (100% Payout)

Maximum Level (200% Payout)

Adjusted EBITDA

65%

$280MM

$350MM

$385MM

Safety

5%

OSHA Recordables 3

OSHA Recordables 2

OSHA Recordables 1

Sustainability

5%

EcoVadis Score 80th Industry Percentile

EcoVadis Score 90th Industry Percentile

EcoVadis Score 95th Industry Percentile

To further demonstrate our commitment to improving robust operational performance to create shareholder value, we determined that the remaining twenty-five percent (25%) of the target annual bonus should be based on the successful execution of key strategic “Emerge Stronger” projects designed to provide a mix of short-term and long-term benefits. These key projects focus on creating commercial value, enhancing competitiveness, and employee training and development. The Compensation Committee reviews and approves the inclusion of these key strategic projects as part of the STI Plan and the corresponding payouts. The award payout is calculated based on the achievement of each individual project with the opportunity for each project to earn a 50% of target payout at the threshold level, 100% payout at the target level and 200% payout at the maximum level. The achievement result for each project are equally weighted and summed to determine the total payout for the key strategic Emerge Stronger projects metric. Most employees across the company, except, for example, production plant employees who have more manufacturing-based objectives, participate in an incentive plan with the same Emerge Stronger targets.

Our “Emerge Stronger” projects were established with the following achievement levels:

#

KPI Description

Threshold

Target

Maximum

1

Deliver expected 2024 productivity savings based on targets defined per region

70% of savings

80% of savings

100% of savings

2

Realize target new customer approvals

Achieve 4 customer approvals

Achieve 5 customer approvals

Achieve 6 customer approvals

3

Achieve 15% target savings from best country sourcing initiatives excluding the La Porte project where the construction of modules in China is a central element of the project execution strategy

Achieve 12% savings

Achieve 15% savings

Achieve 17% savings

4

Complete key defined sustainability project timelines on time and in budget

One completed

Two completed

Three completed

5

Achieve stretch On-time in-Full (OTIF) Flexibility target

proprietary threshold target

proprietary target

​Exceeding proprietary 200% target

6

Complete Cyber Security Business Continuity plans for three plants

Complete 2 plants

Complete 3 plants

Complete 4 plants

7

75% of employees to receive 40 or more hours of training in 2024

70% of employees

75% of employees

80% of employees

Rationale Behind our STI Performance Measures

The Compensation Committee establishes the STI performance goals, where applicable, based on our Board-approved business plan and strategic priorities. Our 2024 goals were set at the beginning of the year, reflecting our expectations about the performance of our business. We believe our performance metrics (and resulting compensation) reflect a focused, but well-balanced view of performance that supports our expectations to drive strong business results, provide sound risk management and lead to long-term shareholder value.

The Compensation Committee established a combination of three performance measures (Adjusted EBITDA, Safety and Sustainability) and the execution of key strategic projects for our 2024 STI Plan to align with our key business goals and objectives and our business operating plan. The Compensation Committee determined the relative weights of the performance measures to drive financial results while maintaining a focus on critical non-financial objectives to create a sustainable business and long-term value. The Compensation Committee desires to harmonize all Company employees’ STI Plan measures and efforts. More specifically:

• The target level of Adjusted EBITDA was established based on our 2024 operating plan. Adjusted EBITDA is defined as income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus earnings in affiliated companies, net of tax

• The Safety target was based on improvement over 2021, 2022 and 2023 and reflecting top quartile performance levels for the chemical industry

• The target for the Sustainability measure was set at the same level as the 2023 level

• The maximum performance levels for Adjusted EBITDA, Safety and Sustainability were set at levels that the Compensation Committee believed to be reasonably attainable but only as the result of exceptional performance

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Compensation Discussion and Analysis

• The Safety and Sustainability metrics form a part of the STI bonus payout because they are critical to our success as an organization. The Compensation Committee believes that there is an inherent alignment between the Company’s sustainability agenda and the successful achievement of its strategic and operational goals

• The target for key strategic Emerge Stronger projects was 100% completion of the objectives, which corresponded with a payout potential of 0% - 200%

The Compensation Committee retains discretion to take into account extraordinary or infrequently occurring events, or significant corporate transactions in deciding whether to adjust the performance metrics for the STI Plan. The Compensation Committee also retains discretion in determining the actual STI amounts paid, in order to ensure that the STI bonus remains consistent with its stated objectives.

Performance Against Our 2024 STI Plan Measures

The following tables summarize the Company’s actual performance against its 2024 STI targets and payout level as approved by the Compensation Committee for the Adjusted EBITDA, Safety and Sustainability measures which comprise 75% of the overall calculation:

Measure

Weight

Threshold Level (50% Payout)

Target Level (100% Payout)

Maximum Level (200% Payout)

2023 Actual

Payout %

Adjusted EBITDA

65%

$280.0MM

$350.0MM

$385.0MM

$302.2MM

42.9%

Safety

5%

OSHA Recordables 3

OSHA Recordables 2

OSHA Recordables 1

OSHA Recordables 6

0%

Sustainability

5%

EcoVadis Score 80th Industry Percentile

EcoVadis Score 90th Industry Percentile

EcoVadis Score 95th Industry Percentile

EcoVadis Score 99th Industry Percentile

10%

Total

75%

52.9%

As shown in the table above, in 2024, we fell short of our Adjusted EBITDA target goal but exceeded the threshold, resulting in a 42.9% payout for this measure. Our Safety performance fell short of the threshold and equated to a zero payout. Our Sustainability performance exceeded the maximum achievement level, resulting in a 200% payout for this measure.

Key Strategic “Emerge Stronger” Projects

In 2024, we maintained a performance measure under our STI program to continue to incentivize completing specific improvement projects. Our Compensation Committee finds this to be an effective way to link variable compensation to specific actions. This measure accounts for 25% of the overall STI calculation and the results are summarized in the table below.

	#			KPI Description			Result			Achieved			Payout
	1			Deliver expected 2024 productivity savings based on targets defined per region			100%			Maximum			200%
	2			Realize target new customer approvals			4 new customer approvals			Threshold			50%
	3			Achieve 15% target savings from best country sourcing initiatives			Miss			Below Threshold			0%
	4			Complete key defined sustainability project timelines on time and in budget			Completed 2			Target			100%
	5			Achieve stretch On-time in-Full (OTIF) Flexibility target			Miss			Below threshold			50%
	6			Complete Cyber Security Business Continuity plans for plants			Completed 4			Maximum			200%
	7			75% of employees to receive 40 or more hours of training in 2024			85%			Maximum			200%
				Average Payout									114%

The actual achievement levels of the key strategic Emerge Stronger projects were determined based on a scorecard that resulted in a score commensurate with a 28.5% (114% x 25%) of target bonus STI payout. After adding the Adjusted EBITDA measure payout of 42.9%, the Safety measure payout of 0% and Sustainability measure payout of 10%, the Compensation Committee applied 81.4% to each NEO’s target bonus in 2024, except for Messrs. Painter and Glajch, whose 2024 STI bonus payout was reduced by our Compensation Committee with 25% and 100% respectively due to the fraud incident. On August 10, 2024, the Company determined that a Company employee, who is not a Named Executive Officer, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties.

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Compensation Discussion and Analysis

The following table illustrates the actual payout level for the 2024 STI for each of our NEOs, as adjusted by the Compensation Committee:

	Name			Title			Target STI Bonus as Percentage of Base Salary			Actual 2024 STI Plan Payout ($)			Percentage of Annual Base Salary on December 31, 2024
	Corning Painter			CEO			100%			$671,550			61.05%
	Jeff Glajch			CFO			65%			​—			​—
	Sandra Niewiem(1)			SVP, Global Specialty Carbon Black and EMEA Region			60%			$181,735			48.84%
	Pedro Riveros			SVP, Global Rubber Carbon Black and Americas Region			60%			$211,245			48.84%
	Carlos Quinones			SVP, Global Operations			60%			$195,292			48.84%

(1)
Dr. Niewiem’s bonus is paid in Euros and has been converted to U.S. Dollars using the December 31, 2024 (last trading day in 2024), exchange rate of USD 1.04

Long-Term Incentive (LTI) Compensation

The purpose of our LTI Plan is to incentivize our executives to increase shareholder value over the long- term, to align their efforts with our shareholders’ interests through ownership, to provide retention through vesting criteria and to have competitive compensation to attract and retain our leadership. Our LTI Plan from 2024 and onwards is governed by the 2023 Omnibus Equity Plan which shareholders approved at the 2023 Annual General Meeting. The 2023 Omnibus Equity Plan became effective on June 7, 2023. Under this plan, 70% of our annual LTI equity award are issued as PSUs, which vest on the last day of a three-year performance period and are contingent on the successful completion of both performance-based and time-based requirements. The vesting of PSUs is subject to continued employment, further strengthening the link between individual pay opportunities and our long-term performance. 30% of our annual LTI award are issued as time-based RSUs, one-third of which vest annually over a period of three years, subject to continued employment on the applicable vesting date, ensuring the retention of key executives, management, and high-potential individuals. In determining annual LTI award opportunities, the Compensation Committee determines a target monetary value for the individual awards which are then converted into a number of Common Shares based on our stock price on the date of grant. Existing executive equity ownership levels are generally not a factor or guarantee in the Compensation Committee’s granting of LTI awards.

2024 LTI Awards

The 2024 LTI awards granted by the Compensation Committee were designed to provide our NEOs with LTI opportunities that are competitive against our industry peer companies and reflect our overall executive compensation philosophy of aligning pay with long-term performance and shareholder value. With respect to the 2024 LTI awards, 70% of the target value was awarded in PSUs, which vest based on the satisfaction of approved performance targets over a three-year performance period, and 30% of the target value was awarded as RSUs with one-third vesting annually, in each case, subject to continued employment through the applicable vesting date.

Each year, the Compensation Committee determines the amount of each NEO’s annual LTI award, based on a percentage of the NEO’s base salary, with input from its independent compensation consultant, Korn Ferry, and referencing external benchmark comparisons of overall target compensation (cash plus equity). The target value of our CEO’s annual LTI award is fixed at 350% of his base salary. The target value is based on market comparisons for CEO positions, using both peer group and general industry market data, in addition to an evaluation of his performance over the prior year. Each NEO’s (other than the CEO) award opportunity is determined prior to the beginning of the performance period and is assigned to his or her position based on market comparisons for similar positions, using both peer group and general industry market data, in addition to an evaluation of the executive’s individual performance over the prior year.

The Compensation Committee did not make any changes to our 2024 LTI Plan and target award levels as percentage of base salary. The target value of the 2024 LTI awards for each of our NEOs as determined by the Compensation Committee was as follows:

	Name			Title			Target			Target $			70% PSUs #			30% RSUs #
	Corning Painter			CEO			3.5x base salary			3,850,000			118,080			50,606
	Jeff Glajch			CFO			1.5x base salary			745,109			22,853			9,794
	Sandra Niewiem			SVP, Global Specialty Carbon Black and EMEA Region			1x base salary			372,104			11,807			5,060
	Pedro Riveros			SVP, Global Rubber Carbon Black and Americas Region			1x base salary			432,525			13,241			5,675
	Carlos Quinones			SVP, Global Operations			0.75x base salary			299,896			9,198			3,942

The 2024 LTI award grants to our NEOs were approved by the Compensation Committee under our shareholder-approved 2023 Omnibus Incentive Compensation Plan. The 2024 LTI award agreements provide for settlement in Common Shares or cash at the conclusion of the three-year performance period.

56	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Performance Stock Units (PSUs)

The ultimate realized value of the 2024 PSU award opportunity over the three-year performance period (2024-2026) is determined as follows:

 

• 50% is based on Relative Total Shareholder Return (rTSR) measured over the last quarter of the three-year performance period and the last quarter of the preceding year of the three-year performance period as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index for the same three-year period

• 25% is based on Return on Capital Employed (ROCE)

• 12.5% is based on Sustainability

• 12.5% is based on Employee Engagement

The ultimate number of PSUs to be earned with respect to any PSU award granted is determined at the end of the performance period depending on actual results as compared to the target performance metrics, and ranges from 0% to 200% of the target number of PSUs granted.

If our rTSR is at the average of the two applicable indices, then that portion of the PSU award will be earned at target level. However, the number of Common Shares earned in respect of the PSUs tied to the achievement of rTSR is capped at 100% of the target number of PSUs granted if the Company’s total shareholder return declines by 10% or more during the performance period, regardless of rTSR performance. The threshold payout for rTSR occurs at 15 percentage points below the average of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index and the maximum occurs at 30 percentage points above the average of the indices. Our ROCE measure is based on the Company’s annual achievement percentage with the opportunity to earn 1/3^rd payout for each calendar year. Due to competitive reasons, we are not disclosing the ROCE targets. Our Sustainability measure is based on a third-party Sustainability Index measuring the Company’s latest sustainability score near the end of the three-year performance period. Sustainability performance is measured utilizing the last published EcoVadis score during the performance period. Our Employee Engagement measure is based on our latest performance near the end of the three-year performance period versus a third-party Employee Effectiveness measure of the Company’s industry specific percentile ranking as compared to top performing companies. Employee Engagement Effectiveness is measured utilizing the score from the last employee survey administered by Korn Ferry during the performance period.

The 2024 PSUs will vest on the last day of the three-year performance period (the vesting date, which is December 31, 2026) and the earned value will be based on the actual results measured over the three-year period. Each earned unit is settled by delivery of a Common Share and requires that the recipients continue to be employed by the Company through the vesting date.

PSU Vesting during Performance Period Ending in 2024

The 2022 LTI awards included 70% PSUs, which vested on the last day of the three-year performance period, which was December 31, 2024. 50% of the 2022 PSUs was based on rTSR (as compared to the average of the total relative shareholder return of the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index). 25% of the 2022 PSUs was based on ROCE for each of the three years in the performance period (2022, 2023 and 2024) as compared to approved targets of 15.9%, 18.4%, and 16.0%, respectively. 12.5% of the calculation was based on the Company’s latest independent Sustainability percentile ranking from EcoVadis during the three-year performance period as compared to an industry-specific percentile ranking target of 90. 12.5% of the calculation was based on the Company’s latest Employee Survey during the three-year performance period as measured independently by Korn Ferry with a target of 45% of employees falling into the “most effective” category. The target levels and performance payout ranges for such award are determined and approved by the Compensation Committee on an annual basis. The tables below summarize the target 2022 PSU awards granted to our NEOs, actual achievement level for each of the performance measures as measured over the three-year performance period ending December 31, 2024, with the exception of Employee Engagement which is based on the Company’s latest completed Employee Survey during the three-year period, and actual earned units for each of the performance measures at the end of the three-year performance period:

2025 Proxy Statement	Orion S.A.	57

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

	Name			2022 PSU Total Target Number of Units Awarded			2022 PSU Total Actual Earned rTSR (50% weight)			2022 PSU Total Actual Earned ROCE (25% weight)			2022 PSU Total Actual Earned Sustainability (12.5% weight)			2022 PSU Total Actual Earned Employee Engagement (12.5% weight)			2022 PSU Total Actual Number of Units Earned (101.55% of Target)
	Corning Painter			131,650			49,672			21,722			32,913			29,384			133,691
	Jeff Glajch			16,908			6,379			2,790			4,227			3,774			17,170
	Sandra Niewiem			6,662			2,514			1,099			1,666			1,486			6,765
	Pedro Riveros			7,106			2,681			1,172			1,777			1,586			7,216
	Carlos Quinones			6,751			2,547			1,114			1,688			1,507			6,856

The actual achieved results of each of the rTSR, ROCE, Sustainability and Employee Engagement performance measures for the 2022 PSUs are as follows:

	rTSR Actual Performance for the Three-Year Performance Period Applied to the 2022 PSU Award
	Orion rTSR			(8.08%)
	Index Average rTSR(1)			(1.43%)
	Threshold Payout at 50% (15 percentage points below Index Average)			(16,43%)
	Target Payout at 100% (100% of Index Average)			(1,43%)
	Maximum Payout at 200% (30 percentage points above Index Average rTSR)			28.57%
	Actual Payout rTSR Performance Measure			75.46%

(1)
The average TSR percentage results for the S&P Small-Cap 600 Index and the S&P 600 Chemicals Index.

	ROCE Actual Achievement and Payout for the Three-Year Performance Period(1)
	Orion Average ROCE			15.03%
	Threshold Payout at 50%			14.25%
	Target Payout at 100%			16.77%
	Maximum Payout at 200%			20.12%
	Actual Payout ROCE Performance Measure			66.00%

(1)
ROCE is calculated by the average of the total Adjusted Earnings Before Interest and Taxes for 2022, 2023 and 2024 divided by the total capital employed during the applicable performance period.

	Sustainability Actual Performance based on the last completed assessment for the Three-Year Performance Period Applied to the 2022 PSU Award
	Orion Sustainability Percentile Ranking			99th
	Threshold Payout at 50%			80th
	Target Payout at 100%			90th
	Maximum Payout at 200%			95th
	Actual Payout Sustainability Performance Measure			200%

	Employee Engagement Actual Performance based on last completed Employee Survey during the Three-Year Performance Period Applied to the 2022 PSU Award
	Orion Employee Engagement score			55%
	Threshold Payout at 50%			43%
	Target Payout at 100%			45%
	Maximum Payout at 200%			58%
	Actual Payout Employee Engagement Performance Measure			172.57%

58	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Compensation Decisions for 2025

Our Compensation Committee conducted its annual review of market competitiveness of the compensation of our NEOs in January 2025. As a result of this review, the Compensation Committee approved market-based adjustments to the 2025 base salaries of our current NEOs and determined that their current STI target awards remain appropriate and competitive compared to the market and industry peer group. Our compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize shareholder value by rewarding NEOs for strong Company performance. In this regard, the LTI target award for Mr. Quinones, our SVP of Global Operations increased from 75% in 2024 to 100% in 2025. This is aligned both with the peer benchmarking performed by our consultant and with our philosophy to “pay for performance” in order to drive business results and maximize shareholder value. The table below sets forth the base salary and target STI and LTI incentive opportunities for 2025 for each of our current NEOs:

	Name			2025 Merit Increase(2)			2025 Market Adjustment			Total 2025 Adjustment			2025 Base Salary $			2025 STI Target % of Base Salary			2025 LTI Target % of Base Salary
	Corning. Painter			3.60%			0.00%			3.60%			1,140,000			100%			350%
	Jeff Glajch			2.00%			0.00%			2.00%			506.674			65%			150%
	Sandra Niewiem(1)			3.90%			0.60%			4.50%			388,849			60%			100%
	Pedro Riveros			3.80%			0.20%			4.00%			449,826			60%			100%
	Carlos Quinones			3.80%			0.20%			4.00%			415,855			60%			100%

(1)
Dr. Niewiem’s salary is paid in Euros and has been converted to U.S. Dollars using the December 31, 2024 (last trading day in 2024) exchange rate of USD 1.04.

(2)
Merit increase budgets are set by country depending on prevailing wage inflation.

Health and Welfare Benefits and Retirement Benefits

Our NEOs are generally eligible to participate in our broad-based employee benefit programs, which include certain retirement benefits based on the applicable individual’s jurisdiction, with matching contributions to a tax-qualified defined contribution plan for our NEOs in the U.S. and contributions to a defined contribution plan consistent with employees generally for our NEO in Germany, group life insurance, long-term disability coverage, other group welfare benefit plans, and an auto allowance per local norms, if applicable. We believe these benefits are required to remain competitive with our peers for executive talent. We do not provide any executive officers, including our NEOs, with excessive perquisites or other personal benefits.

Employment Agreements

Certain of the NEOs are party to an employment agreement describing the general terms of their employment with the Company. We believe these arrangements provide certainty to both the Company and the executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements.

Corning Painter

Mr. Corning Painter, our Chief Executive Officer, has an employment agreement (the “Painter Employment Agreement”) with the Company, that does not have a fixed term. The Painter Employment Agreement (as amended) provides for a base salary, which was $1,100,000 annually on December 31, 2024, participation in the Company’s STI and LTI plans, with an annual STI target bonus opportunity equal to 100% of base salary and an annual LTI award with a target value equal to 350% of base salary. The Painter Employment Agreement provided for a one-time sign on bonus of $410,000 (paid in 2018) and an initial RSU grant with a value of $1,000,000 on the date of grant, that has fully vested. Mr. Painter is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees, customary relocation benefits (which were paid in 2018), and certain severance benefits which are described below.

Jeff Glajch

Mr. Jeff Glajch, our Chief Financial Officer, is an at-will employee. Mr. Glajch’s base salary on December 31, 2024 was $496,739 annually, and he is eligible to participate in the Company’s STI and LTI plans, with an annual STI target bonus opportunity equal to 65% of base salary and an annual LTI award with a target value equal to 150% of base salary. Mr. Glajch received a one-time grant of 23,420 RSUs upon his hire in 2022 with a value of $402,590 on the date of grant, subject to vesting over three years. Mr. Glajch is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees, customary relocation benefits (which were paid in 2022) and certain severance benefits which are described below. Mr. Glajch is also party to a restrictive covenant agreement that limits his ability to compete with and solicit employees of the Company during his employment and for a period of one year thereafter.

2025 Proxy Statement	Orion S.A.	59

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Sandra Niewiem

Dr. Sandra Niewiem, our Senior Vice President Global Specialties and EMEA Region, has entered into an employment agreement in 2013 (year of hire) which governs the terms of her employment. Dr. Niewiem’s employment agreement is governed by German law and reflects customary terms of employment in such jurisdiction. Dr. Niewiem’s base salary on December 31, 2024 was €357,739 annually, and she was eligible to participate in the Company’s STI and LTI plans, with an annual STI target bonus opportunity equal to 60% of base salary and an annual LTI award with a target value equal to 100% of base salary. Dr. Niewiem is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees in Germany.

Pedro Riveros

Mr. Pedro Riveros, our Senior Vice President Global Rubber Carbon Black and Americas Region, is an at-will employee. Mr. Riveros’ base salary on December 31, 2024 was $432,525 annually and he is eligible to participate in the Company’s STI and LTI plans, with an annual STI target bonus opportunity equal to 60% of base salary and an annual LTI award with a target value equal to 100% of base salary. Mr. Riveros received a one-time grant of 17,284 RSUs upon his hire in 2019 with a value of $155,037 on the date of grant, that has fully vested over three years. Mr. Riveros is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees, and customary relocation benefits (which were paid in 2019). Mr. Riveros is also party to a restrictive covenant agreement that limits his ability to compete with and solicit employees of the Company during his employment and for a period of one year thereafter.

Carlos Quinones

Mr. Carlos Quinones, our Senior Vice President Global Operations, is an at-will employee. Mr. Quinones’ base salary on December 31, 2024 was $399,861 annually. He is eligible to participate in the Company’s STI and LTI plans, with an annual STI target bonus opportunity equal to 60% of base salary and an annual LTI award with a target value equal to 100% of base salary. Mr. Quinones received a one-time grant of 17,284 RSUs upon his hire in 2019, with a value of $155,037 on the date of grant, that has fully vested over three years. Mr. Quinones is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Company employees, and customary relocation benefits. Mr. Quinones is also party to a restrictive covenant agreement that limits his ability to compete with and solicit employees of the Company during his employment and for a period of one year thereafter.

Tax and Accounting Considerations

Generally, Section 162(m) of the Internal Revenue Code disallows a tax deduction to any publicly held corporation for any individual remuneration in excess of $1.0 million paid in any taxable year to its CEO, CFO, any of the corporation’s three most highly compensated executive officers (excluding the CEO and CFO) for the prior financial year, or any individual who was one of the foregoing executives in any prior year. The Compensation Committee considers the applicability of Section 162(m) and accounting impact of compensation in designing our compensation programs but also considers numerous factors alongside the objectives of the executive compensation program and our compensation philosophy that may in some cases lead to the payment of compensation that is not deductible.

Stock Ownership Guidelines

Ownership of our Common Shares by our directors and executive officers is very important to further align their interests with those of our shareholders. The Board has adopted guidelines requiring that our executive officers acquire and continuously hold a specified minimum level of our Common Shares. For our executive officers, we express these requirements as a multiple of their annual base salary. The minimum stock ownership requirements by level are as follows:

	Stock Ownership Guidelines
	Chief Executive Officer			5X Base Salary
	Chief Financial Officer			3X Base Salary
	All Other Named Executive Officers			2X Base Salary
	Director			5X Annual Cash Retainer

Upon the appointment or election of a new director or executive officer, that person will be expected to reach full compliance with these requirements by the date that is five years after his or her first appointment or election, as applicable. As of December 31, 2024, and as of the date of this proxy statement, all NEOs but three were in compliance with the stock ownership guidelines. As of December 31, 2024, all Directors but two were in compliance with the stock ownership guidelines, and, due solely to a decrease in the Company's stock price, all but five of our Directors were in compliance with the stock ownership guidelines as of the date of this proxy statement.

60	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Short Selling, Pledging and Insider Trading Policy

Our directors, executive officers and other employees are required to comply with our Insider Trading Policy and may not use any strategies or products (such as derivative securities or short-selling techniques) to hedge against the potential decrease of our Common Shares. Our Insider Trading Policy prohibits the pledging of any Company stock as security by our directors or executive officers, and prohibits our employees, including our NEOs, from placing Company securities in a margin account with a broker-dealer at any time when the individual is aware of material, non-public information or is otherwise not permitted to trade in Company securities.

Clawback Policy

All incentive-based compensation paid in cash or equity including LTI awards issued to our executives, including our NEOs, includes a recoupment (clawback) provision. The agreements provide that the Company shall have the right to determine in its sole discretion to recoup, and the executive will be required to repay the Company the value of any Common Shares or cash delivered in settlement of any award in the following three circumstances:

• if the Company restates its financial statements materially downward

• the executive violates any non-competition, non-solicitation or confidentiality restrictions to which he or she is subject to

• the executive’s employment is terminated for cause

In addition to the clawback provisions in such LTI awards and to mitigate risk to the Company of awarding certain of its executives, including its NEOs, incentive compensation based on financial results that are subsequently restated, the Compensation Committee adopted a revised Clawback Policy in 2024 requiring the clawback of incentive compensation (the “Clawback Policy”). The Clawback Policy provides that the Compensation Committee will act to recoup incentive compensation paid to the Company’s executive and certain other officers determined to have been paid in excess or in error based on the restated results. For further details, the Company’s Clawback Policy can be found as an exhibit to the Company’s Annual Report on Form 10-K for the financial year that ended December 31, 2024, and on the Company’s website under https://investor.orioncarbons.com/governance/governance-documents/default.aspx. The Clawback Policy is not included into this Proxy Statement by reference or otherwise. The revised Clawback Policy has not been triggered following its adoption in 2024.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Dan Smith (Chair)

Paul Huck

Didier Miraton

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

2025 Proxy Statement	Orion S.A.	61

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Compensation of Our Named Executive Officers

Summary Compensation Table

The following table provides the compensation of our NEOs (our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers) for the financial years that ended December 31, 2024, December 31, 2023 and December 31, 2022:

	Name and Principal Position			Year			Base Salary ($)			Bonus(1) ($)			Stock Awards(2) ($)			Non-Equity Incentive Compensation Plan(3) ($)			All Other Compensation(5) ($)			Total ($)
	Corning Painter Chief Executive Officer			2024			1,100,000			—			2,769,835			671,550			17,566			4,558,951
				2023			1,045,000			—			6,157,673			365,750			16,816			7,585,239
				2022			1,000,000			—			2,745,091			930,000			15,506			4,690,597
	Jeff Glajch Chief Financial Officer			2024			496,739			—			608,659			—			17,566			1,122,964
				2023			472,500			—			1,193,238			107,494			16,816			1,790,048
				2022			320,192			—			755,262			193,556			112,203			1,381,213
	Sandra Niewiem(4) SVP, Global Specialty Carbon Black and EMEA Region			2024			372,104			—			276,956			181,735			93,298			924,093
				2023			377,151			—			438,908			79,202			87,775			983,036
				2022			330,687			—			138,958			153,769			57,785			681,199
	Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region			2024			432,525			—			310,603			211,245			17,566			971,939
				2023			408,042			75,000			515,230			85,689			16,816			1,100,777
				2022			377,817			50,000			148,214			175,685			15,506			767,222
	Carlos Quinones SVP, Global Operations			2024			399,861			—			215,760			195,292			17,566			828,479
				2023			380,512			—			480,464			79,908			16,816			957,700
				2022			358,975			—			140,812			166,923			15,506			682,216

(1)
The amounts included in this column for Mr. Riveros include recognition awards of $75,000 in 2023 and $50,000 in 2022, each paid in cash, to reward him for his contribution to a significant project that materially impacted Orion’s profitability.

(2)
Reflects the fair market value of target RSUs and PSUs at grant date. The grant date fair value of these awards was calculated in accordance with FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”) which, for PSUS, is based on the probable outcome of the performance conditions. See Note M to our consolidated financial statements included in our Annual Report on Form 10-K for the period ending December 31, 2024. regarding assumptions underlying valuations of equity awards. The value for each PSU award, granted under the LTI plan, as of the grant date, assuming the maximum level of performance, is as follows: $1,704,073, $4,462,374 and $3,736,227 for Mr. Painter for 2024, 2023 and 2022, respectively; $329,803, $864,721 and $479,849 for 2024, 2023 and 2022, respectively, for Mr. Glajch; $170,393, $318,075 and $189,068 for Dr. Niewiem for 2024, 2023 and 2022, respectively; $191,088, $373,379 and $201,668 for Mr. Riveros for 2024, 2023 and 2022, respectively; and $132,741, $348,174 and $191,592 for Mr. Quinones for 2023, 2022 and 2021, respectively.

(3)
Represents the annual cash incentive award earned by December 31, 2024 in respect of the 2024 performance year under our STI Plan and paid in calendar year 2024. The amounts for Messrs. Painter and Glajch in this column reflect a 25% and 100% downward discretion applied by our Compensation Committee respectively due to the fraud incident.

(4)
Dr. Niewiem’s salary is paid in Euros and has been converted to U.S. Dollars using the December 31, 2024 (last trading day in 2024) exchange rate of USD 1.04.

(5)
Amounts in this column represent the following benefits available to our NEOs, including company car, relocation, matching benefits to 401(k) contributions and office stipends.

62	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

	Name and Principal Position			Year			Retirement Contributions ($)			Car Lease ($)			Office Stipend(1)			Relocation(2) ($)			Total ($)
	Corning Painter Chief Executive Officer			2024			17,250			—			316			—			17,566
				2023			16,500			—			316			—			16,816
				2022			15,250			—			256			—			15,506
	Jeff Glajch Chief Financial Officer			2024			17,250			—			316			—			17,566
				2023			16,500			—			316						16,816
				2022			15,250			—			256			96,699			112,205
	Sandra Niewiem(3)(4) SVP, Global Specialty Carbon Black and EMEA Region			2024			76,542			16,756						—			93,298
				2023			73,942			13,834			—			—			87,776
				2022			50,696			7,089			—			—			57,785
	Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region			2024			17,250			—			316			—			17,566
				2023			16,500			—			316			—			16,816
				2022			15,250			—			256			—			15,506
	Carlos Quinones SVP, Global Operations			2024			17,250			—			316			—			17,566
				2023			16,500			—			316			—			16,816
				2022			15,250			—			256			—			15,506

(1)
The amounts in this column represent a home/hybrid office stipend paid in 2022 and 2023 to all employees based in our Spring, Texas office.

(2)
The amounts in this column represent relocation costs in connection with Mr. Glajch’s business-related relocation in 2022 to Houston, Texas, which are consistent with the Company’s standard Relocation Policy offered to all employees who receive a relocation package.

(3)
Dr. Niewiem’s retirement contribution amount reflects ordinary contributions to the defined contribution plan generally maintained for our employees in Germany.

(4)
Dr. Niewiem’s benefits as disclosed in this table are paid in Euros and have been converted to U.S. Dollars using the December 31, 2024 (last trading day in 2024) exchange rate of USD 1.04.

2025 Proxy Statement	Orion S.A.	63

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Grants of Plan-Based Awards for 2024

													Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)									All Other Stock Awards: Number of Shares of Stock or Units(3)			Grant Date Fair Value of Stock Awards(4) ($)
				Grant Date			Approval Date			Type of Award			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
	Corning Painter									STI			550,000			1,100,000			2,200,000
				2/28/2024			7/5/2024			PSU												59,040			118,080			236,160						1,704,073
				2/28/2024			7/5/2024			RSU															50,606									1,065,762
	Jeff Glajch									STI			161,440			322,880			645,761
				2/28/2024			7/5/2024			PSU												11,427			22,853			45,706						329,803
				2/28/2024			7/5/2024			RSU															13,241									278,855
	Sandra Niewiem									STI			111,631			223,262			446,524
				2/28/2024			7/5/2024			PSU												5,904			11,807			23,614						170,393
				2/28/2024			7/5/2024			RSU															5,060									106,564
	Pedro Riveros									STI			129,758			259,515			519,030
				2/28/2024			7/5/2024			PSU												6,621			13,241			26,482						191,088
				2/28/2024			7/5/2024			RSU															5,675									119,516
	Carlos Quinones									STI			119,958			239,917			479,833
				2/28/2024			7/5/2024			PSU												4,599			9,198			18,396						132,741
				2/28/2024			7/5/2024			RSU															3,942									83,019

(1)
Actual non-equity incentive plan payouts for 2024 are discussed in the section “2024 Compensation for NEOs”.

(2)
PSU equity awards granted in 2024 have a three-year cliff vesting upon achievement of established performance metrics.

(3)
RSUs granted on July 5, 2024, are scheduled to vest and be settled in Common Shares 1/3rd on January 1, 2025, January 1, 2026, and January 1, 2027.

(4)
Represents the grant date fair value of stock awards as computed in accordance with FASB ASC 718.

64	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Outstanding Equity Awards at December 31, 2024

The following table provides information on RSUs and PSUs granted under the 2014 and 2023 Omnibus Incentive Compensation Plan to each of our NEOs and outstanding at December 31, 2024:

	Name			Grant Date			Number of Shares or Units of Stock That Have Not Vested(2) (#)			Market Value of Shares or Units of Stock That Have Not Vested(3) ($)			Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($)
	Corning Painter			07/05/2024			33,737			532,707			118,080			1,864,483
				6/6/2023			21,751			343,448			228,390			3,606,278
	Jeff Glajch			07/05/2024			—			139,378			22,852			360,833
				5/13/2022(1)			23,420			369,802			—			—
				6/6/2023			4,215			66,555			44,258			698,834
	Sandra Niewiem			07/05/2024			3,373			53,260			11,807			186,433
				6/6/2023			1,550			24,475			16,280			257,061
	Pedro Riveros			07/05/2024			3,783			59,734			13,241			209,075
				6/6/2023			1,820			28,738			19,110			301,747
	Carlos Quinones			07/05/2024			2,628			41,496			9,198			145,236
				6/6/2023			1,697			26,796			17,820			281,378

(1)
Mr. Glajch received a sign-on RSU grant on May 13, 2022, that vests on a 3-year cliff basis from his April 18, 2022 date of hire.

(2)
These RSUs reflect the time-based portion of the 2024 and 2023 LTI Plan. The RSUs generally vest in equal annual installments over three years with vesting commencing on January 1 of the year following the grant date. The 2023 RSUs will vest and be settled in Common Shares 1/3rd on January 1, 2024, January 1, 2025, and January 1, 2026.

(3)
The value of RSUs that have not vested is based on the closing stock price of $15.79 per Common Share on December 31, 2024, which was the last trading day of 2024.

(4)
Values in this column represent the number of PSUs at 150% of target for 2023 and at 100% of target for each NEO for the 2023 and 2024 LTIP, respectively. The PSUs will be settled in Common Shares. The performance period for the 2023 PSUs is from January 1, 2023, to December 31, 2025 and for the 2024 PSUs from January 1, 2024 to December 31, 2026.

(5)
The value of PSUs at maximum award value that have not vested is based on the closing stock price of $15.79 per Common Share on December 31, 2024, which was the last trading day of 2024.

2025 Proxy Statement	Orion S.A.	65

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Option Exercises and Stock Vested for 2024

The following table sets forth information concerning the vesting of RSUs and PSUs during 2024:

										Option Awards						Stock Awards
	Name			Title			Year			Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(2)
	Corning Painter			CEO			2024			—			—			228,672			3,610,731
	Jeff Glajch			CFO			2024			—			—			31,896			503,638
	Sandra Niewiem			SVP, Global Specialty Carbon Black and EMEA Region			2024			—			—			12,857			203,012
	Pedro Riveros			SVP, Global Rubber Carbon Black and Americas Region			2024			—			—			13,973			220,634
	Carlos Quinones			SVP, Global Operations			2024			—			—			12,670			201,480

(1)
Represents the number of RSUs that vested and were delivered for the financial year 2024 and the number of PSUs granted in 2022 that vested and delivered for the measurement period ending on December 31, 2024. For Mr. Painter, 94,981 RSUs and 133,691 PSUs vested. For Mr. Glajch, 14,726 RSUs and 17,170 PSUs vested. For Dr. Niewiem, 6,092 RSUs and 6,765 PSUs vested. For Mr. Riveros, 6,757 RSUs and 7,216 PSUs vested. For Mr. Quinones, 5,904 RSUs and 6,766 PSUs vested.

(2)
Represents the pre-tax value realized on RSUs that vested and were delivered for the financial year 2024, computed by multiplying the number of shares acquired on vesting by the closing price of our common stock on the vesting date or the preceding trading date if the market was closed on the vesting date. This value also represents the value realized on the 2022 PSUs that vested at the end of the three-year performance period on December 31, 2024, computed by multiplying the product of the target number of the 2022 PSUs granted and the PSU metric payout percentage of 101.55% (i.e. the number of earned common stock) by the closing price of common stock on December 31, 2024 (last trading day in 2024). The value realized on the 2022 PSUs for each of our NEOs is as follows: Mr. Painter, $2,110,981, Mr. Glajch, $271,114, Dr. Niewiem, $106,820, Mr. Riveros, $113,941388,414, Mr. Quinones, $106,835.

66	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

2024 Potential Payments and Benefits Upon Termination or Change in Control

The following table sets forth the potential payments that would have been due to our named executive officers upon involuntary termination and/or a change in control as of December 31, 2024:

	Name			Reason for Employment Termination			Estimated Value of Cash Severance Payments ($)			Health Benefits(3) ($)			Estimated Value of PSU Acceleration(4) ($)			Estimated Value of RSU Acceleration ($)			Total ($)
	Corning Painter(1)			Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC)			2,200,000			17,624			4,268,668			—			6,486,292
				Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control			6,600,000			52,872			—			—			6,652,872
				Death or Disability			2,200,000			—			4,268,668			—			6,468,668
	Jeff Glajch(2)			Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC)			819,619			—			826,733			—			1,646,352
				Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control			1,639,239			—			—			—			1,639,239
				Death or Disability			—			—			826,733						826,733
	Sandra Niewiem(5)			Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC)			—			—			357,802			—			357,802
				Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control			—			—			—			—			—
				Death or Disability			—			—			357,802			—			357,802
	Pedro Riveros			Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC)			—			—			410,240						410,240
				Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control			—			—			—			—			—
				Death or Disability			—			—			410,240						410,240
	Carlos Quinones			Involuntary Termination w/o Cause, or Resignation for Good Reason (No CIC)			—			—			332,821						332,821
				Involuntary Termination w/o Cause, or Resignation for Good Reason after a Change in Control			—			—			—			—			—
				Death or Disability			—			—			332,821						332,821

(1)
Mr. Painter is entitled to cash severance payments per his employment agreement. Absent a change in control, Mr. Painter is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. In the event such termination occurs within one year following a change in control, the severance is enhanced to three times his base salary plus target bonus.

(2)
Mr. Glajch is entitled to cash severance payments per his offer letter. Mr. Glajch is entitled to a cash payment equal to the sum of his base salary and target bonus for the year of termination, which is payable in installments, subject to execution of a release of claims and continued compliance with restrictive covenants. In the event such termination occurs within one year following a change in control, the severance is enhanced to two times the sum of his base salary plus target bonus.

(3)
This amount reflects the estimated cost of continued health care benefits for a period of one year if such termination occurs in the absence of a change in control, and three years if such termination occurs within one year following a change in control.

(4)
PSUs vest based on achievement of adjusted performance targets through the date of termination which has been assumed to be target level for purposes of this disclosure and the amount shown is the value of the accelerated vesting of PSUs on a prorated basis with the numerator being the number of months passed since the vesting commencement date and the denominator being 36. The value is based on the closing stock price of our Common Shares on the NYSE of $15.79 on December 31, 2024, the last trading day of 2024. Such acceleration is also triggered in the event that the termination is due to the executive’s disability or death.

(5)
Dr. Niewiem is not entitled to any fixed severance but if she were to be terminated by the Company without cause, she may be eligible to receive severance in accordance with German law, which is typically negotiated at the time of termination and is dependent on the specific facts and circumstances at the time of departure.

2025 Proxy Statement	Orion S.A.	67

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

NEO Employment Agreements and Offer Letters

 

 

Corning Painter

The Painter employment agreement provides certain severance benefits to be provided to Mr. Painter in the event of involuntary termination of his employment. In the event that the Company terminates Mr. Painter’s employment other than for Cause (as defined below), or if he resigns for Good Reason (as defined below), Mr. Painter will be entitled to receive the following severance benefits: (1) cash severance in an amount equal to the sum of Mr. Painter’s then current salary plus his target annual cash bonus for the year in which the termination occurs, and (2) subject to Mr. Painter’s timely election, one year of continued health care coverage with premiums to be paid at active employee rates (or cash payments in lieu thereof).

In the event that the Company terminates Mr. Painter without Cause or he resigns for Good Reason within one year following a “change in control” of the Company (as defined in the Company’s 2014 Omnibus Incentive Compensation Plan), Mr. Painter will be entitled to enhanced severance benefits as follows: (1) cash severance equal to three times the sum of his then current salary plus his target annual cash bonus for the year in which the termination occurs, and (2) three years of continued health care coverage with company-paid premiums (or cash payments in lieu thereof).

If Mr. Painter’s employment is terminated as a result of his death or disability, he will be entitled to severance benefits equal to the sum of Mr. Painter’s then current base salary plus his target annual cash bonus for the year in which the event occurs, prorated based on the remaining portion of the financial year in which such termination occurs. Any cash severance payable to Mr. Painter must be paid in equal monthly installments, except in case of death, in which case payments shall be made in a lump sum. All severance benefits (other than in the case of his death) are subject to Mr. Painter’s execution of a release of claims in favor of the Company and continued compliance with certain restrictive covenants for the duration of the severance period (one year, or three years if termination occurs within one year following a change in control), including non-competition, non-solicitation of employees, non-disparagement and confidentiality restrictions.

The Painter Employment Agreement provides that “Cause” means one of the following events: (1) his conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea) in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (2) his continued material failure to perform his duties after notice from the Company; (3) his engagement in illegal conduct or gross misconduct, in either case, that causes material financial or reputational harm to the Company; (4) his material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time; or (5) his breach of any of the material terms of any agreement with the Company, in the case of (2), (4) and (5), subject to his failure to remedy to the reasonable satisfaction of the Company within 30 days after written notice is delivered by the Company to him setting forth in reasonable detail the basis of “Cause,” if such act is curable, as determined in good faith by the Company. An event will not constitute Cause unless the Company gives him notice of termination within 90 days after the Board becomes aware that an event constituting Cause has occurred describing in reasonable detail the event constituting Cause.

The Painter Employment Agreement provides that “Good Reason” means one of the following events, without Mr. Painter’s consent: (1) his position, duties, or authority are materially diminished; (2) his annual base salary is reduced or another material element of his compensation is reduced or eliminated; (3) he is relocated to an office that is more than 100 miles from Houston; or (4) a breach of any of the material terms of his employment agreement or any other agreement between Mr. Painter and the Company, subject to the applicable notice and cure periods.

 

 

 

Jeff Glajch

Mr. Glajch’s offer letter dated February 12, 2022 (the “Glajch Offer Letter”), includes a contractual requirement for severance benefits, conditioned on Mr. Glajch’s execution of a general release of claims. If the Company terminates Mr. Glajch’s employment other than for Cause, or if he resigns for Good Reason, Mr. Glajch will be entitled to receive cash severance in an amount equal to the sum of Mr. Glajch’s then current salary plus his target annual cash bonus for the year in which the termination occurs.

In the event that the Company terminates Mr. Glajch without Cause (as defined below) or he resigns for Good Reason (as defined below) within one year following a “change in control” of the Company (as defined in the Company’s 2014 Omnibus Incentive Compensation Plan), Mr. Glajch will be entitled to enhanced cash severance equal to two times the sum of his then current salary plus his target annual cash bonus for the year in which the termination occurs. The Glajch Offer Letter includes the same definitions for Cause and Good Reason as Mr. Painter’s Employment Agreement, except that Mr. Glajch can claim Good Reason for a relocation greater than fifty miles from Houston.

68	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

 

The Glajch Offer Letter does not provide for any special accelerated vesting of equity awards, including his 2022 sign-on RSU grant, upon Mr. Glajch’s termination of employment.

The Glajch Offer Letter provides that “Cause” means one of the following events: (1) his conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (2) his continued material failure to perform his duties after notice from the Company; (3) his engagement in illegal conduct or gross misconduct, in either case, that causes material financial or reputational harm to the Company, (4) his material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time, or (5) his breach of any of the material terms of any agreement with the Company, in the case of (2), (4) and (5), subject to his failure to remedy to the reasonable satisfaction of the Company within 30 days after written notice is delivered by the Company to him setting forth in reasonable detail the basis of “Cause,” if such act is curable, as determined in good faith by the Company. An event will not constitute Cause unless the Company gives him notice of termination within 90 days after the Board becomes aware that an event constituting Cause has occurred describing in reasonable detail the event constituting Cause.

The Glajch Offer Letter provides that “Good Reason” means one of the following events, without Mr. Glajch’s consent, (1) his position, duties, or authority are materially diminished (2) his annual base salary is reduced or another material element of his compensation is reduced or eliminated (3) his primary work location is relocated to an office that is more than fifty (50) miles from Houston or (4) a breach of any of the material terms of his employment agreement or any other agreement between Mr. Glajch and the Company, subject to the applicable notice and cure periods.

 

 

 

Pedro Riveros and Carlos Quinones

Messrs. Riveros’ and Quinones’ employment is “at-will” and may be terminated at any time without triggering a contractual requirement for severance benefit.

 

 

 

Sandra Niewiem

Dr. Niewiem is not entitled to any contractual severance in the event of an involuntary termination of her employment, however, upon any such termination, she may be eligible to severance benefits in accordance with German law, which is typically negotiated at the time of termination and is dependent on the specific facts and circumstances at the time of departure.

Except as described above, none of the NEOs are entitled to any other severance or change in control benefits, nor is any NEO entitled to any gross-up for any penalty taxes incurred in connection with a change in control of the Company or similar event.

 

2025 Proxy Statement	Orion S.A.	69

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Equity Award Provisions

Our 2023 Omnibus Incentive Compensation Plan provides the Compensation Committee the sole discretion as to the treatment of outstanding equity awards in the event of a change in control of the Company or similar transaction, except as may otherwise be provided in the individual’s award agreement. We generally do not provide for acceleration of vesting of any outstanding equity awards in the event of a change in control, nor do we provide for accelerated vesting upon termination of employment.

With respect to the performance stock units (“PSUs”) issued to our NEOs, if the recipient’s employment is terminated by the Company without cause or as a result of the executive’s death, disability, termination by the Company without Cause, or a resignation by the individual with Good Reason, all outstanding PSUs are eligible to vest based on actual performance at the end of the performance period, on a prorated basis based on the number of completed months of employment during the performance period prior to the termination date. In case of retirement, the NEOs will receive similar treatment of their PSUs if they worked at least one year since the beginning of the three-year performance period. If they worked less than one year since the beginning of the performance period and their employment terminates due to retirement within that first year, all PSUs will forfeit.

In the event of a change in control of the Company or similar transaction, the treatment of restricted stock units (“RSUs”) is subject to the discretion of the Compensation Committee. We do not provide for single trigger vesting of our PSUs in the event of a change in control of the Company, and instead, any outstanding PSUs shall remain eligible to vest on the earlier of the one-year anniversary of the change in control or the scheduled service vesting date, based on actual achievement of adjusted performance targets through the date of the change in control. If any executive’s employment is terminated by reason of his death, disability, termination by the Company without cause, or resignation by the executive for good reason within one year following a change in control, then the executive’s outstanding PSUs shall immediately vest based on performance through the date of the change in control.

Our CEO to Median Employee Pay Ratio for 2024 was 62:1

We believe that our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. As of December 31, 2024, the Company employed 1,658 persons.

In accordance with SEC requirements, the median paid employee may be identified once every three years if there has been no change to employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure.

For 2024, we identified the median employee by using the annualized 2024 compensation for all individuals who were employed by us (whether employed on a full-time, part-time, or seasonal basis) on December 31, 2024, the last pay day of our financial year.

To determine the total annual compensation for the CEO and median employee for purposes of calculating the CEO pay ratio, the following pay elements were considered:

• 2024 annualized base salary

• 2024 STI Compensation paid in 2025

• 2024 target PSUs granted

• 2024 target RSUs granted

• 2024 all other compensation, including relocation, retirement plan contributions, office stipends and assignment allowances as applicable

for 2024:

• the median of the annualized total compensation of all employees of the Company (other than our CEO), was $73,796; and the annual total compensation of our CEO, as reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement, was $4,558,951.

• Based on this information, the ratio of the annual total compensation of Mr. Painter, our CEO, to the median of the annual total compensation of all employees was 62 to 1.

We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

70	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table sets forth the actual compensation paid to our NEOs in relation to certain financial performance measures of the Company. For more information, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

																Value of $100 Initial Fixed Investment
	Year			Summary Compensation Table Total for PEO(1) $			Compensation Actually Paid to PEO(2) $			Average Summary Compensation Table Total for Non-PEO NEOs(3) $			Average Compensation Actually Paid to Non-PEO NEOs(4) $			Company Total Shareholder Return(5) $			Total Average Shareholder Return of S&P Small-Cap 600 & S&P Small-Cap Chemicals Indices(6) $			Net Income ($ millions)(7) $			Adjusted EBITDA ($ millions)(8) $
	2024			4,558,851			(5,738,080)			961,869			(64,944)			56.94			100.78			44			302.2
	2023			7,585,239			23,334,808			1,207,890			2,558,056			137.14			93.89			104			332.3
	2022			4,690,597			7,141,073			840,821			940,221			124.63			82.20			106			312.3
	2021			5,899,282			4,780,304			824,244			567,016			151.95			114.18			135			268.4
	2020			2,882,368			2,731,917			622,172			584,761			132.45			123.36			18.0			200.0

(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Painter, our principal executive officer (PEO), for each corresponding year in the “Total” column of the Summary Compensation Table in this proxy statement.

(2)
The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to Mr. Painter’s total compensation for each applicable year to determine the compensation actually paid. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards.

	Year			PEO Year End Fair Value of Equity Awards $			PEO Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $			PEO Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year $			PEO Total Equity Award Adjustments $
	2024			1,840,682			(5,181,193)			(4,186,684)			(7,527,196)
	2023			8,113,199			4,249,492			3,386,878			15,749,569
	2022			3,571,870			1,486,773			136,924			5,195,567
	2021			2,988,714			(511,568)			6,925			2,484,070
	2020			2,015,610			(260,568)			(85,125)			1,669,917

(3)
The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group excluding Mr. Painter in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs excluding Mr. Painter included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Glajch, Riveros and Quinones and Dr. Niewiem; for 2023, Messrs. Glajch, Riveros and Quinones; and for (ii) for 2022, Messrs. Hrivnak, Riveros, Quinones and Dr. Niewiem.

(4)
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Painter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group excluding Mr. Painter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following equity award adjustments were made to the average total compensation for the NEOs as a group excluding Mr. Painter for each year to determine the compensation actually paid, using the same methodology described above in Note 2. The assumptions used for determining the fair values shown in this table do not differ materially from those used to determine the fair values disclosed as of the grant date of such awards.

	Year			non-PEO Year End Fair Value of Equity Awards ($)			non-PEO Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)			non-PEO Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)			non-PEO Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			non-PEO Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			non-PEO Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)			non-PEO Total Equity Award Adjustments ($)
	2024			890.073			(1,190,253)			—			(2,395,095)			—			—			(2,695,275)
	2023			865,598			343,716			—			140,851			—			—			1,350,165
	2022			336,751			49,259			—			(3,579)			—			—			382,430
	2021			132,268			(18,720)			—			5,446			(61,384)			—			57,610
	2020			162,505			(23,939)			—			(29,213)			—			—			109,353

(5)
Cumulative TSR, as reported in this column, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)
Represents the total average shareholder return of the S&P Small-Cap 600 Index and S&P Small-Cap Chemicals Index. The peer group used for this purpose is consistent with the peer group indicated in the Performance Graph in our Annual Report and Form 10-K for the year ended December 31,2024, filed with the SEC on February 19, 2025.

2025 Proxy Statement	Orion S.A.	71

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

(7)
The dollar amounts reported in this column represent the amount of net income reflected in our audited financial statements for the applicable year as reported in our respective Annual Reports on Form 10-K.

(8)
“Adjusted EBITDA” is defined as income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as, restructuring expenses, consulting fees related to Company strategy, legal settlement gain, etc.) plus earnings in affiliated companies, net of tax.

Valuation Methodology

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

				Fiscal Year 2024
	Restricted Stock Units
	Stock Price			$14.97 - $26.70
	Performance Share Units
	Financial Metric Multiplier			0%-200%
	Volatility			41.92% - 46.68%
	Risk-Free Interest Rate			4.08% - 4.16%

The following chart illustrates the relationship between the Compensation Actually Paid (CAP) for our PEO and the average CAP for our Non-PEO NEOs for each of the last five financial years against Company TSR and the Peer Group TSR over the last five financial years:

 

72	Orion S.A.	2025 Proxy Statement

Proposal 3: Advisory Vote on Executive Compensation

Compensation of Our Named Executive Officers

The following chart illustrates the CAP for our PEO and the average CAP for our Non-PEO NEOs for each of the last five financial years against our net income and Adjusted EBITDA for each of those years:

 

Following is an unranked list of our 2024 financial performance measures our Compensation Committee considered most important in linking the short- term and long- term compensation actually paid to our NEOs with Company performance:

• Adjusted EBITDA

• Return on Capital Employed (ROCE)

• Relative Total Shareholder Return (rTSR)

In addition to the financial performance measures listed above, for 2024, our Compensation Committee determined the following non-financial measures as key performance measures of our short- term and long- term incentive plans to further align the interests of our senior management team with the interests of our stockholders:

• Safety performance

• Sustainability ratings

• Employee engagement scores

• Key Strategic Projects execution

2025 Proxy Statement	Orion S.A.	73

 

	Audit
	Report of the Audit Committee			75
	AGM PROPOSAL 4: Approval of the Annual Accounts of the Company for the Financial Year that Ended on December 31, 2023			76
	AGM PROPOSAL 5: Approval of the Consolidated Financial Statements of the Company for the Financial Year that Ended on December 31, 2023			77
	AGM PROPOSAL 6: Allocation of Results of the Financial Year 2023			78
	AGM PROPOSAL 7: Discharge of the Members of the Board of Directors of the Company			79
	AGM PROPOSAL 8: Discharge of the Independent Auditor of the Company			80
	AGM PROPOSAL 9: Appointment of the Independent Auditor for the Year Ending December 31, 2024			81
	AGM PROPOSAL 10: Ratication of the Appointment of the Independent Registered Public Accounting Firm for the Year Ending December 31, 2024			83
	AGM PROPOSAL 11: Renewal of the existing authorization to the Board of Directors of the Company to Purchase Shares of the Company in the Name and on Behalf of the Company for a Period of Five Years			84

Report of the Audit Committee

The Audit Committee meets the definition of an audit committee as set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and operates under a written charter adopted by the Board. Each member of the Audit Committee is independent and financially literate in the judgment of the Board and as required by the Sarbanes-Oxley Act and applicable SEC and New York Stock Exchange (“NYSE”) rules. The Board has also determined that Ms. Lindsey as well as Messrs. Huck and Winkhaus qualify as “audit committee financial experts,” as defined in Item 407(d) of Regulation S-K.

Management is responsible for our internal controls and the financial reporting process. Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls in accordance with standards of the Public Company Accounting Oversight Board (the “PCAOB”) and for issuing reports thereon.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the financial year that ended on December 31, 2024. Further, the Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB, including the Company’s audited consolidated financial statements for the financial year that ended on December 31, 2024, critical audit matters disclosed in Ernst & Young’s 2024 report, Ernst & Young’s responsibility under generally accepted auditing standards, significant accounting policies, significant risks and exposures identified by management, management’s judgments and accounting estimates, any audit adjustments, related party transactions and other unusual transactions, the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Code of Conduct and other information in documents containing audited financial statements as well as other matters.

Finally, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed the topic of independence with Ernst & Young.

Based on its review and discussion described above, the Audit Committee has recommended to the Board that the audited consolidated financial statements for the financial year 2024 be included in the Company’s Annual Report on Form 10-K for the financial year ended December 31, 2024, for filing with the SEC.

Paul Huck (Chair)

Kerry Galvin

Hans-Dietrich Winkhaus

Mary Lindsey

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

2025 Proxy Statement	Orion S.A.	75

PROPOSAL 4

Approval of the Annual Accounts of the Company for the Financial Year that Ended on December 31, 2024

Pursuant to Luxembourg law, the annual accounts must be submitted each year to shareholders for approval at the Annual General Meeting of shareholders. Pursuant to Luxembourg law, following shareholder approval of the annual accounts, such accounts must be filed with the Luxembourg trade registry as public documents:

We are asking our shareholders to approve the following resolutions regarding the approval of the annual accounts of the Company:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve the annual accounts of the Company in accordance with Luxembourg law and based on Luxembourg GAAP for the financial year that ended on December 31, 2024, after due consideration of the report from the independent auditor on such annual accounts.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2024.

76	Orion S.A.	2025 Proxy Statement

PROPOSAL 5

Approval of the Consolidated Financial Statements of the Company for the Financial Year that Ended on December 31, 2024

Pursuant to Luxembourg law, the consolidated financial statements must be submitted each year to shareholders for approval at the Annual General Meeting of shareholders. Pursuant to Luxembourg law, following shareholder approval of the consolidated financial statements, such consolidated financial statements must be filed with the Luxembourg trade registry as public documents.

We are asking our shareholders to approve the following resolution regarding the approval of the consolidated financial statements of the Company:

RESOLVED, that the shareholders of the Company hereby approve, the consolidated financial statements of the Company in accordance Luxembourg law and based on U.S. GAAP for the financial year that ended on December 31, 2024, after due consideration of the report from the independent registered public accounting firm on such consolidated financial statements.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2024.

2025 Proxy Statement	Orion S.A.	77

PROPOSAL 6

Allocation of Results of the Financial

Year 2024

Pursuant to Luxembourg law, the shareholders must decide how to allocate the results of the previous financial year based on the Luxembourg annual accounts. In the event the Company has profits, the Company’s Board may propose to shareholders to either distribute those profits or retain such earnings. In the event of losses, the Board must generally propose that such losses be carried forward to the following year.

We are asking our shareholders to approve the following resolution regarding the allocation of results of the financial year 2024:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby resolve to:

(i)
acknowledge the following:

	Result brought forward from the previous financial year 2023			30,110,742.83
	Result of the financial year 2024			36,027,279.69

(ii)
allocate the profit of the financial year as follows:

	Interim dividend distributions made during the financial year 2024			(4,476,118)
	Remaining profit of the financial year 2024			31,551,161.69
	Total amount to be carried forward to the following financial year			61,661,904.52

The consolidated financial statements together with the report of the independent auditor on such annual accounts are available on the Company’s website and at the registered office of the Company.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDSTHAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE ALLOCATION OF RESULTS OF THE FINANCIAL YEAR THAT ENDED ON DECEMBER 31, 2024, AND APPROVAL OF THE DECLARED INTERIM DIVIDENDS.

78	Orion S.A.	2025 Proxy Statement

PROPOSAL 7

Discharge of the Members of the Board

of Directors of the Company

Luxembourg Law requires that upon approval of the Company’s annual accounts and consolidated financial statements, the shareholders present at the Annual General Meeting must vote as to whether the members of the Board of Directors during the financial year that ended on December 31, 2024, shall be discharged from any liability in connection with the performance of their mandates, including the management of the Company’s affairs, during such period. Under Luxembourg law, granting discharge will have the effect that the Company may no longer bring liability claims against the directors, unless the financial statements on the basis of which the discharge is given are incorrect. Also, minority shareholders who hold together more than 10% of the share capital can bring a liability claim against the Directors, regardless of whether the General Meeting of Shareholders has granted discharge. As of the date of this proxy statement, the Company has not become aware of any facts or circumstances during the financial year 2024 that may result in liability in connection with the performance of the Director’s mandates on the Company’s Board of Directors or the management of the Company’s affairs.

We are asking our shareholders to approve the following resolution regarding the discharge of the members of the Company:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve to discharge the members of the Board of Directors, for the performance of their mandates during the financial year that ended on December 31, 2024, including discharge from any liability in connection with the performance of their mandates, including the management of the Company’s affairs during such period.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY.

2025 Proxy Statement	Orion S.A.	79

PROPOSAL 8

Discharge of the Independent Auditor

of the Company

Pursuant to Luxembourg law, the shareholders must decide whether to give discharge to the independent auditor, Ernst & Young, Luxembourg, Société anonyme—Cabinet de revision agréé, for the performance of its duties during the previous financial year at the time the annual accounts of such year are presented to the shareholders for approval. The granting of discharge to the independent auditor bars the shareholders from holding the auditor liable in relation to factual matters revealed by and contained in the annual accounts.

We are asking our shareholders to approve the following resolution regarding the discharge of the independent auditor of the Company:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve to discharge the independent auditor from any liability in connection with the performance of its mandate during the financial year that ended on December 31, 2024, including the audit of the Company’s annual accounts and consolidated financial statements for such period.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE INDEPENDENT AUDITOR OF THE COMPANY.

80	Orion S.A.	2025 Proxy Statement

PROPOSAL 9

Appointment of the Independent Auditor for the Year Ending December 31, 2025

Ernst & Young, Luxembourg, Société anonyme—Cabinet de revision agréé, was the Company’s independent auditor for the financial year ended December 31, 2024. At the Annual General Meeting, our shareholders will be asked to approve the appointment of Ernst & Young, Luxembourg, Société anonyme—Cabinet de revision agréé, as the Company’s independent auditor for the financial year ending on December 31, 2025, or until such firm’s earlier resignation or removal, for all statutory accounts as required by Luxembourg law, including the annual accounts and consolidated financial statements of the Company.

We are asking our shareholders to approve the following resolution regarding the appointment of an independent auditor (Réviseur d’Entreprises) of the Company for the financial year ending on December 31, 2025:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby approve the appointment of Ernst & Young, Luxembourg, Société anonyme—Cabinet de révision agréé, as independent auditor of the Company for the financial year ending on December 31, 2025, (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025, and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG, LUXEMBOURG, SOCIÉTÉ ANONYME—CABINET DE REVISION AGRÉÉ, AS THE COMPANY’S INDEPENDENT AUDITOR.

2025 Proxy Statement	Orion S.A.	81

PROPOSAL 9: Appointment of the Independent Auditor for the Year Ending December 31, 2025

Independent Registered Public Accounting Firm Fees and Services

The following table shows the fees paid or accrued by the Company for the audit and other services provided by Ernst & Young LLP for financial year 2023 and 2024:

	($ in thousands)			2024 ($)			2023 ($)
	Audit Fees(1)			3,851			3,349
	Audit-Related Fees			​58			—
	Tax Fees			—			—
	All Other Fees			—			—
	Total			3,909			3,349

(1)
Audit Fees include the annual audit and services related to the review of quarterly financial information.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

It is our Audit Committee’s policy to pre-approve all audit, audit- related and permissible non-audit services rendered to us by our independent registered public accounting firm. Consistent with such policy, all of the fees listed above that we incurred for services rendered by Ernst & Young were pre-approved by our Audit Committee.

The report of Ernst & Young relating to our 2024 consolidated financial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. Moreover, during the financial year ended December 31, 2024, there were no (i) disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ernst & Young, would have caused either Ernst & Young to make reference to the subject matter of the disagreement(s) in connection with their reports on the consolidated financial statements of Orion S.A. or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

82	Orion S.A.	2025 Proxy Statement

PROPOSAL 10

Ratification of the Appointment of the Independent Registered Public Accounting Firm for the Year Ending December 31, 2025

Ernst & Young LLP has been appointed by the Company’s Board as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025. At the Annual General Meeting, our shareholders will be asked to ratify the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.

We are asking our shareholders to approve the following resolution regarding the ratification of the appointment of an independent registered public accounting firm of the Company for the financial year ending on December 31, 2025.

A representative of Ernst & Young LLP is expected to be present at the Annual General Meeting, will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions:

RESOLVED, that the shareholders of Orion S.A. (the “Company”) hereby ratify the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

2025 Proxy Statement	Orion S.A.	83

PROPOSAL 11

Renewal of the existing authorization to the Board of Directors of the Company to Purchase Shares of the Company in the Name and on Behalf of the Company for a Period of Five Years

Our current authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years was lastly renewed at our 2022 annual general meeting. While this authorization has not expired yet, the Board of Directors believes it is prudent to request a renewal of the authorization from shareholders already now in order to have ample flexibility for future share buybacks in the interest of shareholders. The authorization granted by shareholders at the 2022 annual general meeting would be replaced by such new authorization.

We are asking our shareholders to approve the following resolution regarding the renewal of the existing authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years from the date of this resolution in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.

RESOLVED, to authorize the directors of the Company (the “Board of Directors”) with option to delegate to purchase and sell, in the name and on behalf of the Company, shares of the Company in accordance with the conditions set forth by Article 430-15 of the law of 10 August 1915 on commercial companies, as amended, regarding the acquisition of its own shares. The fraction of the capital acquired or transferred in the form of a block of shares may amount to the entire program. Such transactions may be carried out at any time, including during a tender offer period, in accordance with applicable laws and regulations. This authorization shall replace the respective prior authorization resolved at the 2022 annual general meeting of shareholders. The following provisions shall apply to the purchase by the Company of its own shares:

1)
Duration of authorization

The authorization is valid for a maximum number of 5 years from the date of this resolution or the duration of such further period beyond those 5 years for which it is renewed or extended by the general meeting.

2)
Fully paid-up shares

The shares to be purchased by the Company shall be entirely paid up.

3)
Maximum number of shares to be purchased by the Company

The maximum number of own shares that the Company may hold at any time directly or indirectly may not have the effect of reducing its net assets (“actif net”) below the amount mentioned in paragraphs 1 and 2 of Article 430-15 of the of the law of 10 August 1915 on commercial companies, as amended.

The redemption of shares by the Company shall be limited to 15% of the shares of the Company outstanding at the time this authorization is resolved by the general meeting of the shareholders of the Company.

84	Orion S.A.	2025 Proxy Statement

PROPOSAL 11: Renewal of the existing authorization to the Board of Directors of the Company to Purchase Shares of the Company

in the Name and on Behalf of the Company for a Period of Five Years

4)
Purchase modalities and purchase price

The Board of Directors may acquire shares of the Company at its discretion (i) on the stock exchange or (ii) through a public offer to purchase or tender offer made to all shareholders in the Company ((ii) is hereinafter referred to as a “Public Bid”). In the different scenarios the relevant purchase price for the shares shall be determined as follows:

a)
Acquisition of shares on the stock exchange

Where own shares are acquired on the stock exchange, the purchase price (excluding ancillary purchase costs) may not be more than 10 % greater or less than the opening auction price of the Company’s shares in NYSE trading (or a comparable successor system) on that day.

b)
Acquisition of shares through a public offer to purchase

When acquiring shares through a Public Bid the Company may set a fixed purchase price or a price range per share (excluding ancillary purchase costs) within which it is willing to acquire shares. In a Public Bid, the Company may set a deadline for accepting the or making an offer and retain the option and set terms to amend the price range prior to the expiration of the deadline in the event of major price moves. In the case of a price range, the purchase price shall be calculated based on the selling prices given in the shareholders’ acceptances or offers and the acquisition volume set by the Board of Directors once the deadline has expired.

In a public offer to purchase, the purchase price offered or price range per share may not be more than 10 % greater or less than the average closing price of shares in NYSE trading (or a comparable successor system) over the last five trading days before the official announcement of the offer. If the Company amends the purchase price range, the last five trading days before the official announcement of the amendment shall be used.

In addition to selling them on a stock exchange or in an offer to all shareholders, the Board of Directors is also authorized to use shares in the Company acquired as per the above authorizations as follows:

1)
They may be offered and transferred to third parties in consideration for contributions in kind, particularly as part of mergers or when acquiring companies, branches divisions or participations in companies.

2)
They may be sold for cash to third parties in private transactions, provided that the price at which they are sold is not 10 % lower than the average closing price of shares in NYSE trading (or a comparable successor system) over the last five trading days before the time of the sale.

3)
They may be offered to current or former employees of the Company or its affiliates or members of corporate bodies of affiliates or used to service stock options or other equity-based awards granted under any stock option or equity compensation program of the Company that is in force from time to time. Use of this authorization may not exceed 15 % of share capital of the Company, neither at the time of the completion of the initial public offering of the Company nor when it is used.

4)
To propose to the general meeting of shareholders the cancellation of shares and the corresponding share capital reduction in the Company.

The volume of the offer to purchase or the tender offer may be limited. If the shares tendered by shareholders exceed the total amount of the offer to purchase or the tender offer, inclusion or acceptance shall be in proportion to the ratio of the total amount of the purchase or tender offer to the total shares tendered by shareholders. Provision may be made to give priority to shareholders tendering smaller quantities of up to 100 shares each. Further conditions may be attached to the offer to purchase or the tender offer.

The total amount allocated for the Company’s share repurchase program may not in any event exceed the amount of the Company’s then available equity.

The general meeting of the shareholders resolves that all powers are granted to the Board of Directors, with the power to delegate, to ensure the implementation of this authorization.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions and nil votes will not be taken into account.

    THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR RENEWAL OF THE EXISTING AUTHORIZATION TO THE BOARD OF DIRECTORS OF THE COMPANY TO PURCHASE SHARES OF THE COMPANY IN THE NAME AND ON BEHALF OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM THE DATE OF THIS RESOLUTION.

2025 Proxy Statement	Orion S.A.	85

Additional Information

One or more shareholders of record holding at least 10% of the outstanding Common Shares (excluding, for the avoidance of doubt, any Common Shares repurchased by the Company) may add items to the agenda of the Annual General Meeting, including a resolution to appoint a director of the Company, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the Annual General Meeting.

Shareholder Proposals and Nominations for Director for the 2026 Annual General Meeting of Shareholders

Shareholder proposals intended for inclusion in next year’s proxy materials related to the 2026 Annual General Meeting of shareholders (the “2026 Annual General Meeting”) pursuant to SEC Rule 14a-8 must be received at the Company’s principal executive offices on or before December 26, 2025, or if the date of the 2026 Annual General Meeting has been changed by more than 30 days from the date of the Annual General Meeting (i.e. June 26), then the deadline is a reasonable time before the Company begins to print and send its proxy materials related to the 2026 Annual General Meeting. In addition, one or more shareholders representing at least ten percent (10%) of our Common Shares outstanding may submit written proposals to the Company for inclusion on the agenda for the 2026 Annual General Meeting if such written proposals are received by the Company at least 5 business days before our 2026 Annual General Meeting. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our articles of association describe the requirements for submitting proposals at the Annual General Meeting. The notice must be given in the manner and must include the information and representations required by our articles of association.

In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act of 1934, as amended, no later than April 27, 2026.

According to the Company’s articles of association, a general meeting of shareholders must be convened by the Board of Directors, upon request in writing indicating the agenda, addressed to the Board of Directors by one or several shareholders representing at least ten percent (10%) of the Company’s issued share capital. In such case, a general meeting of shareholders must be convened and shall be held within a period of one (1) month from receipt of such request by the Board of Directors at the Company’s registered office by registered mail.

Householding

The SEC’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials or set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice of Internet Availability of Proxy Materials or one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials or proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability of Proxy Materials or proxy materials, you can request them from Investor Relations by phone at +1 (281) 318 4413, or by or using the internet (https://investor.orioncarbons.com/governance/Proxy-Statements/default.aspx). You may also send a written request for Proxy Materials to: Investor Relations, Orion S.A., 1700 City Plaza Drive, Suite 300, Spring, Texas 77389, U.S.A.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials or proxy materials for your household, please contact Investor Relations at the above phone number.

Other Matters

We do not know of any matters other than those stated above which are to be brought before the Annual General Meeting. However, if any other matters should be properly presented for consideration and voting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their judgment.

Obtaining Copies of the Company’s 2024 Annual Accounts and the consolidated financial statements and Annual Report

Shareholders of the Company may obtain, without charge, a copy of the Company’s annual stand-alone accounts in accordance with the principles generally accepted in Luxembourg and consolidated financial statements in accordance with the principles generally accepted in the United States as well as the Annual Report on Form 10-K for the financial year ended December 31, 2024 by sending a written request for the 2024 annual report to: Investor Relations, Orion S.A., 1700 City Plaza Drive, Suite 300, Spring, Texas 77389, U.S.A.

86	Orion S.A.	2025 Proxy Statement

Annex A: Non-U.S. GAAP Measures

Adjusted EBITDA (Non-U.S. GAAP Financial Measure)

We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss due to misappropriation of assets, net, etc.) plus Earnings in affiliated companies, net of tax.

Adjusted EBITDA is used to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business.

However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.

The following table presents a reconciliation of Net income to Adjusted EBITDA for the year ended December 31, 2024 (in $ MM):

	Net income			44.2
	Add back Income tax expense			9.7
	Add back Equity in earnings in affiliated companies, net of tax			(0.6)
	Income before earnings in affiliated companies and income taxes			53.3
	Add back Interest and other financial expense, net			49.4
	Income from operations			102.7
	Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets			125.3
	EBITDA			228.0
	Equity in earnings of affiliated companies, net of tax			0.6
	Loss due to misappropriation of assets, net
	Misappropriation of assets, net			55.7
	Professional fees related to misappropriation of assets			3.6
	Long-term incentive plan			15.3
	Other adjustments			(1.0)
	Adjusted EBITDA			302.2
	Specialty Carbon Black Adjusted EBITDA			108.1
	Rubber Carbon Black Adjusted EBITDA			194.1

2025 Proxy Statement	Orion S.A.	87