DEF 14A 1 proxystatement2021.htm DEF 14A 2021 PROXY STATEMENT Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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 ¨

Check the appropriate box:
Preliminary Proxy Statement
¨CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
XDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under Section 240.14a-12

OLIN CORPORATION
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
XNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:




a2019proxystatementfi_image.jpg
190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105 USA  
March 12, 2021  
Dear Olin Corporation (Olin) Shareholder:
We cordially invite you to attend our 2021 annual meeting of shareholders (annual meeting) on April 22, 2021.
This booklet includes the notice of annual meeting and proxy statement, which describes the business we will conduct at the annual meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any presentations for the 2021 annual meeting.
Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares online, by telephone or by completing and returning a proxy card in the postage paid envelope provided. Even if you plan on attending the annual meeting in person, we encourage you to vote your shares by submitting your proxy in advance of the annual meeting.
At last year’s annual meeting more than 92% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

Sincerely,
a2019proxystatementfi_imagd.jpg
John E. Fischer
Executive Chairman of the Board

YOUR VOTE IS IMPORTANT

We urge you to promptly vote your shares online, by telephone or by completing and returning a proxy card in the postage prepaid envelope.





OLIN CORPORATION
Notice of Annual Meeting of Shareholders
Time:
8:00 a.m. (Central Daylight Time)
Date:
Thursday, April 22, 2021
Place:
THE PLAZA IN CLAYTON OFFICE TOWER
190 Carondelet Plaza
Annex Room—16th Floor
Clayton, MO 63105 USA
Purpose:
To consider and act upon the following:
(1)Election of 11 directors, all of whom are identified in the proxy statement.
(2)Approval of the Olin Corporation 2021 Long Term Incentive Plan.
(3)Conduct an advisory vote to approve the compensation for named executive officers.
(4)Ratification of the appointment of the independent registered public accounting firm for 2021.
(5)Such other business that is properly presented at the meeting.
Who May Vote:
You may vote if you were the record owner of Olin common stock at the close of business on February 26, 2021.

By Order of the Board of Directors:
mullgardtelectronicsignatu.jpg
S. Christian Mullgardt
Secretary
Clayton, Missouri
March 12, 2021



OLIN CORPORATION
PROXY STATEMENT
____________________
TABLE OF CONTENTS
Page
i



ii

OLIN CORPORATION
PROXY STATEMENT
____________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2021
Olin’s Notice of Annual Meeting of Shareholders and Proxy Statement and 2020 Annual Report on Form 10-K are available at www.proxydocs.com/OLN.
 
GENERAL QUESTIONS
Why did I receive a notice in the mail regarding the availability of proxy materials instead of printed copies of the proxy materials?
In accordance with rules adopted by the U.S. Securities and Exchange Commission (SEC), we may furnish proxy materials to the shareholders by providing access to these documents online instead of mailing printed copies. Unless you are a participant in the Olin Corporation Contributing Employee Ownership Plan (CEOP), you will not receive printed copies of the materials unless you request them. Instead, we mailed you the notice regarding the availability of proxy materials (unless you have previously consented to electronic delivery or already requested to receive printed copies), which describes how you may access and review all of the proxy materials online. The notice regarding the availability of proxy materials provides instructions as to how shareholders can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either online, by telephone, or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the notice regarding the availability of proxy materials. Any notices regarding the availability of proxy materials that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are included on the notice regarding the availability of proxy materials.
This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you prefer to receive printed proxy materials via mail or receive an e-mail with links to the electronic materials, please follow the instructions included on the notice regarding the availability of proxy materials.
Why did I receive this proxy statement?
You received this proxy statement because you owned shares of Olin common stock, $1 par value per share, which we sometimes refer to as common stock, at the close of business on February 26, 2021. Olin’s board of directors is asking you to vote at the 2021 annual meeting FOR each of our director nominees identified in Item 1 and FOR Items 2, 3 and 4 listed in the notice of the annual meeting of shareholders. This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision.
When was this proxy material mailed to shareholders?
We began to mail the proxy statement and form of proxy to shareholders on or about March 12, 2021.
When was the notice regarding the availability of proxy materials mailed to shareholders?
We began to mail the notice regarding the availability of proxy materials to shareholders on or about March 12, 2021.
What if I have questions?
If you have questions, please write them down and send them to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.
What will I be voting on?
You will be voting on:
(1)the election of 11 directors identified in this proxy statement;


(2)the approval of the Olin Corporation 2021 Long Term Incentive Plan (2021 LTIP);
(3)an advisory vote to approve the compensation for named executive officers (NEO); and
(4)the ratification of the appointment of KPMG LLP (KPMG) as Olin’s independent registered public accounting firm for 2021; and
(5)any other business properly presented at the annual meeting.
Could other matters be voted on at the annual meeting?
As of March 12, 2021, the items listed in the preceding question are the only matters being considered. If any other matters are properly presented for action, the persons named in the accompanying form of proxy will vote the proxy in accordance with their good faith business judgment as to what is in the best interests of Olin.
How does our board recommend I vote on the proposals?
Our board recommends a vote FOR each of the director nominees identified in Item 1 and FOR Items 2, 3 and 4.
What is a broker non-vote?
A broker non-vote occurs when brokers, banks or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a shareholder meeting, but the beneficial owner of the shares fails to provide the broker, bank or other nominee with specific instructions on how to vote on any “non-routine” matters brought to a vote at the shareholders meeting.
Brokers, banks and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of KPMG as Olin’s independent registered public accountants. A broker, bank or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors, the approval of the Olin Corporation 2021 LTIP, and the approval, on a non-binding advisory basis, of the compensation paid to Olin’s NEOs. If you are a shareholder that holds shares through an account with a broker, bank or other nominee, please provide specific voting instructions to your broker, bank or other nominee.
Consequently, if you do not submit any voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may exercise its discretion to vote your shares only on the proposal to ratify the appointment of KPMG. If you do not direct your broker, bank or other nominee as to how your shares should be voted, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.
What do I need to do to attend the 2021 annual meeting in person?
Each attendee must bring a valid, government-issued photo ID, such as a driver’s license or passport, and verification of Olin common stock ownership. For a shareholder of record (a shareholder with a stock certificate or who holds shares in an account with our transfer agent, EQ Shareowner Services) or CEOP participant, please bring your notice or the upper half of your proxy card (CEOP proxies must be received by mail, or voted either online or by telephone no later than April 19, 2021 at 11:59 p.m. Central Daylight Time). If you hold your shares in an account with a broker, bank or other nominee (i.e., your shares are held in street name), please bring the notice or voting instruction form you received from your broker, bank or other nominee. You may also bring your brokerage or bank account statement reflecting your Olin common stock ownership as of February 26, 2021, the record date for voting. If you hold your shares through a broker, bank or other nominee, you will not be permitted to vote at the meeting without obtaining a “legal proxy” from that nominee.
Please note that cameras, sound or video recording equipment, cellular or mobile phones, smartphones and other similar devices, as well as purses, briefcases, backpacks and packages, will not be allowed in the meeting room. No one will be admitted to the meeting once it begins.
How can I obtain directions to be able to attend the annual meeting and vote in person?
You may obtain directions to the Plaza in Clayton Office Tower in Clayton, MO USA by calling 1-314-290-5039 or online at http://theplazainclayton.axisportal.com/Directions.axis.
2

VOTING
Who can vote?
All shareholders of record at the close of business on February 26, 2021, are entitled to vote at the annual meeting.
How many votes can be cast by all shareholders?
At the close of business on February 26, 2021, the record date for voting, we had 158,653,465 outstanding shares of common stock. Each shareholder on the record date may cast one vote for each full share owned. The presence in person or by proxy of the holders of a majority of such outstanding shares constitutes a quorum. If a share is present for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held in street name (broker shares) that are voted on any matter will be included in determining the number of votes present. Broker shares that are not voted on any matter at the meeting will not be included in determining whether a quorum is present.
How do I vote if I am not the shareholder of record?
If you are not the shareholder of record but hold shares through an account with a broker, bank or other nominee, the broker, bank or other nominee may have special voting instructions that you should follow. Please see the materials sent to you by your broker, bank or other nominee for information on how to vote your shares.
How do I vote if I am a shareholder of record?
You may vote either in person at the annual meeting or by proxy. To vote by proxy, you must select one of the following options:
Vote online:
Access the website listed in the proxy materials you received.
Have the notice regarding the availability of proxy materials and/or your proxy card in hand.
Follow the instructions provided on the website.
Submit the electronic proxy before the required deadline (April 19, 2021 at 11:59 p.m. Central Daylight Time for CEOP participants and April 21, 2021 at 11:59 p.m. Central Daylight Time for shareholders).
Vote by telephone:
Call the numbers listed in the proxy materials you received.
Have the notice regarding the availability of proxy materials and/or your proxy card in hand.
Follow and comply with the recorded instructions by the applicable deadline (April 19, 2021 at 11:59 p.m. Central Daylight Time for CEOP participants and April 21, 2021 at 11:59 p.m. Central Daylight Time for shareholders).
Vote by proxy card:
Complete all of the required information on the proxy card.
Sign and date the proxy card.
Return the proxy card in the enclosed postage paid envelope. We must receive the proxy card no later than April 19, 2021 for CEOP participants and no later than April 21, 2021 for shareholders, for your vote to be counted.
If you vote in a timely manner online or by telephone, you do not have to return the proxy card for your vote to count.
3

If you want to vote in person at the annual meeting, and you own Olin common stock in an account with a broker, bank or other nominee, you must obtain a legal proxy from that party in their capacity as owner of record for your shares and bring the legal proxy to the annual meeting.
Where can I access an electronic copy of the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020?
You may access an electronic, searchable copy of the 2021 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2020, at www.proxydocs.com/OLN.
How are votes counted?
If you specifically mark the proxy card (or vote online or by telephone) and indicate how you want your vote to be cast regarding any matter, your directions will be followed. If you sign and submit the proxy card but do not specifically mark it with your instructions as to how you want to vote, the proxy will be voted FOR the election of our director nominees named in Item 1 and FOR Items 2, 3 and 4 listed in this proxy statement. If you submit a proxy card marked “abstain” on any item, your shares will not be voted on that item so marked and your vote will not be included in determining the number of votes cast on that matter. Broker shares that are not voted in the election of director nominees or on Items 2, 3 or 4 will not be included in determining the number of votes cast on those matters.
As of the date of this proxy statement, our board of directors knows of no business other than that set forth above to be transacted at the annual meeting, but if other matters requiring a vote do arise, it is the intention of the persons named in the proxy card to whom you are granting your proxy to vote in accordance with their good faith business judgment as to what is in the best interests of Olin on such matters.
EQ Shareowner Services tabulates the shareholder votes and provides an independent inspector of election as part of its services as our registrar and transfer agent.
Can I change my vote?
Yes. Whether you vote online, by telephone or submit a proxy card with your voting instructions, you may revoke or change your vote by:
casting a new vote online or by telephone;
submitting another written proxy with a later date;
sending a written notice of the change in your voting instructions to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA if received no later than April 19, 2021 for CEOP participants or no later than April 21, 2021 for shareholders; or
revoking the grant of a previously submitted proxy and voting in person at the annual meeting. Please note that your attendance at the annual meeting itself will not revoke a proxy.
When are the votes due?
Proxies submitted by shareholders online or by telephone will be counted in the vote only if they are received no later than April 21, 2021 by 11:59 p.m. Central Daylight Time. Shares voted using a proxy card will be counted in the vote only if we receive your proxy card no later than April 21, 2021. Proxies submitted by CEOP participants will be counted in the vote only if they are received by mail, online or by telephone no later than April 19, 2021 by 11:59 p.m. Central Daylight Time.
How do I vote my shares held in the Olin Contributing Employee Ownership Plan?
On February 26, 2021, our CEOP held 2,556,034 shares of our common stock. Voya Institutional Trust Company serves as the Trustee of our CEOP. If you are a CEOP participant, you may instruct the CEOP Trustee on how to vote shares of common stock credited to your CEOP account on the items of business listed on the proxy card by voting online, by telephone or by indicating your instructions on your proxy card and returning the proxy card in the postage paid envelope provided. The Trustee will vote shares of common stock held in our CEOP for which they do not receive voting instructions in the same manner proportionately as they vote the shares of common stock for which they do receive instructions. In order for your instructions to be counted by the Trustee, your vote must be received by the Trustee by April 19, 2021.
4

How do I vote my shares held in the Automatic Dividend Reinvestment Plan?
EQ Shareowner Services is our registrar and transfer agent and administers the Automatic Dividend Reinvestment Plan. If you participate in our Automatic Dividend Reinvestment Plan, EQ Shareowner Services will vote any shares of common stock that it holds for you in accordance with your instructions indicated on the proxy card you return or the vote you make online or by telephone if received no later than April 21, 2021 by 11:59 p.m. Central Daylight Time. If you do not submit a proxy card for your shares of record or vote online or by telephone, EQ Shareowner Services will not vote your dividend reinvestment shares.
MISCELLANEOUS
Can I contact board members directly?
Our audit committee has established the following methods for shareholders or other interested parties to communicate directly with our board and/or its members.
Mail—Letters may be addressed to our board or to an individual board member as follows:
The Olin Board or (Name of the director)
c/o Office of the Secretary
Olin Corporation
190 Carondelet Plaza, Suite 1530
Clayton, MO 63105 USA
E-mail—You may send an e-mail message to Olin’s board at the following address: odirectors@olin.com. In addition, you may send an e-mail message to an individual board member by addressing the e-mail using the first initial of the director’s first name combined with his or her last name in front of @olin.com.
Telephone—Olin has established a safe and confidential process for reporting, investigating and resolving employee and other third party concerns. Shareholders or other interested parties may also use this Help-Line to communicate with one or more directors on any Olin matter. The Olin Help-Line is operated by an independent, third party service 24 hours a day, 7 days a week. In the United States and Canada, the Olin Help-Line can be reached by dialing toll-free 800-362-8348. Callers outside the United States and Canada can find toll-free numbers for several countries available under “Dialing Options” at www.OlinHelp.com or can reach the Olin Help-Line by calling the United States collect at 770-810-1127.
Who pays for this proxy solicitation?
Olin will pay the entire expense of its proxy solicitation.
Who solicits the proxies and what is the cost of this proxy solicitation?
Our board is soliciting the proxies on behalf of Olin. Olin will reimburse brokers, banks and other nominees for their expenses in forwarding proxy solicitation materials to holders.
How will the proxies be solicited?
Our directors, officers and employees may solicit proxies by personal interview, e-mail, mail and telephone, and we will request brokerage houses and other custodians, brokers and other agents to forward proxy solicitation materials to the beneficial owners of Olin common stock for whom they hold shares.
How can I submit a shareholder proposal at the 2022 annual meeting?
If you want to present a proposal to be considered for inclusion in the proxy statement for the 2022 annual meeting, you must deliver the proposal in writing (and include the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than November 12, 2021. You must then present your proposal in person at the 2022 annual meeting.
If you want to present a proposal for consideration at the 2022 annual meeting without including your proposal in the proxy statement, you must deliver a written notice (containing the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than January 22, 2022. You must also present your proposal in person at the 2022 annual meeting.
5

How can I recommend a director for the slate of candidates to be nominated by Olin’s board for election at the 2022 annual meeting?
You can suggest that our directors and corporate governance committee consider a person for inclusion in the slate of candidates to be proposed by our board for election at the 2022 annual meeting. A shareholder can recommend a person by delivering written notice to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than October 13, 2021. The notice must include the information described under the heading “What Is Olin’s Director Nomination Process?” on page 20, and must be sent to the address indicated under that heading. Our board is not required to include such nominee in our proxy statement.
How can I directly nominate a director for election to the board at the 2022 annual meeting?
According to Olin’s Bylaws, if you are a shareholder you may directly nominate an individual for election to the board if you deliver a written notice of the nomination to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than January 22, 2022. Your notice must include:
your name and address;
the name and address of the person you are nominating;
a statement that you are entitled to vote at the annual meeting (stating the class and number of shares you hold of record) and intend to appear at the annual meeting in person, or by proxy, to make the nomination;
a description of arrangements or understandings between you and the nominee or any other persons (and naming any such other persons), if any, pursuant to which you are making the nomination;
such other information about the nominee as would be required in a proxy statement filed under the SEC proxy rules; and
the written consent of the nominee to actually serve as a director, if elected.
Although a shareholder may directly nominate an individual for election as a director, our board is not required to include such nominee in our proxy statement.
How can I obtain shareholder information?
Shareholders may contact EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan at:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100 USA
Telephone: 1-800-401-1957
Online: www.shareowneronline.com, click on “contact us.”
Shareholders can sign up for online account access through EQ Shareowner Services for fast, easy and secure access 24 hours a day, 7 days a week for future proxy materials, investment plan statements, tax documents and more. To sign up log on to www.shareowneronline.com where step-by-step instructions will prompt you through enrollment or you may call 1-800-401-1957 from the United States or 1-651-450-4064 from outside the United States for customer service.
6

CERTAIN BENEFICIAL OWNERS
Except as listed below, to our knowledge, no person beneficially owned more than 5% of our common stock as of February 26, 2021. For each entity included in the table below, percentage ownership is calculated by dividing the number of shares reported as beneficially owned by such entity by the 158,368,176 shares of our common stock outstanding on January 31, 2021.
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent
of Class
FMR LLC23,679,305 (a)15.0%
245 Summer Street
Boston, MA 02210
Sachem Head Capital Management LP14,950,000 (b)9.4%
250 West 55th Street, 34th Floor
New York, NY 10019
BlackRock, Inc.14,411,733 (c)9.1%
55 East 52nd Street
New York, NY 10055
The Vanguard Group, Inc.13,149,742 (d)8.3%
100 Vanguard Boulevard
Malvern, PA 19355
Dimensional Fund Advisors LP9,068,289 (e)5.7%
6300 Bee Cave Road, Building One
Austin, TX 78746
____________________
(a)Based on Amendment No. 5 to a Schedule 13G filed February 8, 2021, as of December 31, 2020, FMR LLC and Abigail P. Johnson had sole dispositive power over all of the shares reported and sole voting power over 1,274,494 of such shares. Reported ownership includes shares held by subsidiaries listed in the filing.
(b)Based on Amendment No. 2 to a Schedule 13D filed October 2, 2020, as of September 30, 2020, Sachem Head Capital Management LP had shared voting and dispositive powers over all of the shares reported with Uncas GP LLC and Scott D. Ferguson. Sachem Head GP LLC had shared voting and dispositive powers over 9,200,000 of such shares.
(c)Based on Amendment No. 13 to a Schedule 13G filed January 29, 2021, as of December 31, 2020, BlackRock, Inc. had sole dispositive power over all of the shares reported and sole voting power over 14,126,389 of such shares. Reported ownership includes shares held by subsidiaries listed in the filing.
(d)Based on Amendment No. 8 to a Schedule 13G filed February 10, 2021, as of December 31, 2020, The Vanguard Group, Inc. had sole voting power over 101,285 shares, sole dispositive power over 12,932,010 shares, shared voting power over 217,732 shares. Reported ownership includes shares held by subsidiaries listed in the filing.
(e)Based on Amendment No. 1 to a Schedule 13G filed February 12, 2021, as of December 31, 2020, Dimensional Fund Advisors LP had sole voting power overall of the shares reported and sole voting power over 8,857,881of such shares as a result of serving as an investment manager to four investment companies. Dimensional Fund Advisors LP expressly disclaims beneficial ownership of all shares.
7

ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS  
Who are the individuals nominated by our board to serve as directors?
Our board of directors is currently divided into three classes.
Each class has a term of office for three years, and the term of each class ends in a different year. John E. Fischer, who is currently a Class II director with a term expiring at the 2021 annual meeting, and Vincent J. Smith, who is currently a Class III director with a term expiring at the 2021 annual meeting, are not standing for re-election and will be retiring from their positions as directors at the 2021 annual meeting.
Effective at Olin’s 2021 annual meeting of shareholders, our board of directors will be declassified and each director nominee will be elected annually for a one-year term ending at the next annual meeting (in this case, the 2022 annual meeting). Virginia law and Olin’s Bylaws require that any director elected by our board (rather than the shareholders) serve only until the earlier of the next election of directors by the shareholders (in this case, the 2021 annual meeting) and until his or her successor is elected or until his or her earlier death, resignation or removal. Following Olin’s 2020 annual meeting of shareholders, no directors were elected by our board as directors.
On February 29, 2020, Olin entered into a Cooperation Agreement (Cooperation Agreement) with Sachem Head Capital Management LP (Sachem Head) pursuant to which Olin’s board of directors elected Scott D. Ferguson as a Class II director and W. Barnes Hauptfuhrer (together with Mr. Ferguson, the Sachem Head Designees) as a Class I director to Olin’s board of directors, effective February 29, 2020. Pursuant to the Cooperation Agreement, the Sachem Head Designees were also included as part of Olin’s slate of nominees for election to Olin’s board at our 2020 annual meeting. Under the terms of the Cooperation Agreement, Mr. Hauptfuhrer has been serving as a member of our directors and corporate governance committee, Mr. Ferguson has been serving as a member of our compensation committee and both have been serving on our operating improvement committee. The Cooperation Agreement also included customary voting and standstill provisions.
On October 1, 2020, Olin and Sachem Head entered into an Amendment to the Cooperation Agreement (Amendment) to amend certain provisions of the Cooperation Agreement, including by extending the term by approximately one year. Pursuant to the Cooperation Agreement, as amended by the Amendment, the size of Olin’s board of directors between Olin’s 2021 annual meeting and 2022 annual meeting will not be more than 13 directors and, subject to certain conditions which have been satisfied, the Sachem Head Designees have been included on Olin’s slate of director nominees recommended by our board of directors for election at our 2021 annual meeting. The Amendment also extends the voting and standstill provisions by one year, including that Sachem Head will, or will cause its affiliates, associates or representatives to, vote the shares over which it has voting power in accordance with Olin’s board of directors’ recommendations with respect to the removal or election of directors at our 2021 annual meeting.
The Sachem Head Designees have been eligible to receive the same director compensation that Olin provides to its non-employee directors as described in this proxy statement.
The foregoing is a summary of various provisions of the Cooperation Agreement and Amendment. The full terms and conditions of the Cooperation Agreement and Amendment are available in our Current Reports on Form 8-K that we filed with the SEC on March 2, 2020 and October 2, 2020.
Our board has nominated Heidi S. Alderman, Beverley A. Babcock, Gray G. Benoist, C. Robert Bunch, Scott D. Ferguson, W. Barnes Hauptfuhrer, John M. B. O’Connor, Earl L. Shipp, Scott M. Sutton, William H. Weideman and Carol A. Williams as directors with one-year terms expiring at our 2022 annual meeting.
Our board expects that all of the nominees recommended by it will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by our board, unless our board reduces the number of directors.
Our board of directors recommends a vote FOR the election of Heidi S. Alderman, Beverley A. Babcock, Gray G. Benoist, C. Robert Bunch, Scott D. Ferguson, W. Barnes Hauptfuhrer, John M. B. O’Connor, Earl L. Shipp, Scott M. Sutton, William H. Weideman and Carol A. Williams as directors.
How many votes are required to elect a director?
A nominee will be elected as a director by a majority of the votes cast. A majority of the votes cast means that the number of votes FOR a nominee must exceed the number of votes AGAINST that nominee. Abstentions and broker shares that are not voted in the election of directors (broker non-votes) will not be counted in determining the number of votes cast and will not affect the outcome of the vote in the election of directors.
8


Director Nominee Composition, Skills and Experience Matrix
Our directors and corporate governance committee, and our full board, periodically review the experience and skills that they believe are desirable to be represented on our board in the context of the current board composition, and that otherwise align with our businesses and operations. Below is a summary of the composition of our director nominees (who have an average tenure of six years), followed by a summary of the significant experience and skills possessed by our director nominees.
chart-a564a07d909d48a28c21.jpgchart-7acfcb4f677d478681c1.jpgchart-d2e4e2912bce4771ad51.jpg

Limited skill / experienceSome skill / experienceVery skilled / experienced

Senior Leadership Experience (CEO, President or other C-Suite Role)
9%18%73%
Significant experience leading and operating in large, complex businesses, including developing, implementing and assessing business plans and strategies
Global Business Experience9%36%55%
Significant experience developing and managing business in markets around the World
and/or as part of a global business leadership team
Financial Experience9%18%73%
Significant experience making capital decisions, reviewing and analyzing financial information and reports, understanding financial markets and investment decision-making
Risk Management Experience9%55%36%
Significant experience identifying, prioritizing and managing risks, including strategic, operational, compliance, cyber-security, and environmental, health and safety
Corporate Governance / Public Company Experience18%36%45%
Significant experience with corporate governance planning, management accountability, ESG implementation, reporting obligations and regulatory compliance
Operations / Technology Experience18%55%27%
Significant experience in complex manufacturing, engineering, logistics and/or chemical operations, EHS requirements, driving productivity initiatives and information technology solutions
Commodity / Cyclical Business Experience9%27%64%
Significant experience in managing commodity or cyclical businesses
Marketing / Sales Experience27%64%9%
Significant experience enhancing sales into existing markets and developing new markets and products
Corporate Development / Strategic Planning Experience9%36%55%
Significant experience with implementing and reviewing strategic plans and processes, including acquisitions, divestitures, joint ventures and other opportunities
Human Capital / Executive Compensation / Talent Management Experience55%45%
Significant experience with executive development, performance and compensation planning and analysis, human capital management and ESG social elements
9



Business Experience of Nominees
Set forth on the following pages are descriptions of the business experience of each director nominee, including a brief summary of the specific experience, qualifications, attributes and skills that led our board to conclude that these individuals should serve as our directors.
NOMINEES FOR ONE YEAR TERMS EXPIRING IN 2022

aldermanproxybiophotofinal1.jpg
Heidi S. Alderman
Director Since: August 2019
Independent
Age: 61

Olin Committees: Member of the Compensation Committee and Directors and Corporate Governance Committee
Former Senior Vice President of BASF Corporation in Intermediates, North American Petrochemicals, and North American Procurement over the course of her career
Director of ChampionX Corporation

Ms. Alderman brings significant chemical industry expertise and global business management experience to the Olin Board of Directors.

Ms. Alderman retired in August 2019 from her position as Senior Vice President, Intermediates of BASF Corporation, a global chemical manufacturing company, a position she held since 2016.

Over a nearly 15-year career at BASF, Ms. Alderman previously held the positions of Senior Vice President, North American Petrochemicals from 2011 to 2016; Senior Vice President, North American Procurement from 2008 to 2011; Vice President, Functional Polymers from 2005 to 2008; and Business Director, Polymers from 2003 to 2005. She also served in various positions in business, operations, research, procurement, product and marketing management at Air Products and Chemicals Inc. from 1995 to 2002 and at Rohm and Haas Company from 1981 to 1995.

Ms. Alderman serves on the board of directors and compensation committee of ChampionX Corporation.

Ms. Alderman earned a bachelor’s degree in chemical engineering from Stevens Institute of Technology, a master’s degree in chemical engineering from Drexel University and completed the University of Pennsylvania Wharton Management Program in business administration.
babcockproxybiophotofinal1.jpg
Beverley A. Babcock
Director Since: June 2019
Independent
Age: 59

Olin Committees: Chair of the Audit Committee; Member of the Directors and Corporate Governance Committee and Executive Committee
‘Audit Committee Financial Expert’ under applicable SEC rules
Former Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited
Former Assistant Controller and Vice President, Corporate Financial Services of ExxonMobil Corporation
Former Member of NYSE Listed Company Advisory Board
Member of the Chartered Professional Accountants of Canada

Ms. Babcock brings a combination of extensive global financial, accounting and treasury management expertise, and relevant industry experience to the Olin Board of Directors.
10

Ms. Babcock retired in May 2018 from her position as Chief Financial Officer and Senior Vice President, Finance and Administration and Controller of Imperial Oil Limited, a publicly-held Canadian petroleum company with 69.6% ownership by ExxonMobil Corporation, a position she held since September 2015. Prior to that, Ms. Babcock served as Vice President, Corporate Financial Services from 2013 to 2015, Assistant Controller, Corporate Accounting Services from 2011 to 2013, and in various other senior leadership positions from 1998 to 2013, all at ExxonMobil Corporation. Earlier in her career, she was an Auditor of Clarkson Gordon, which became part of Ernst & Young. Ms. Babcock is a former member of the NYSE Listed Company Advisory Board and is a member of the Chartered Professional Accountants of Canada.

Ms. Babcock serves on the board of directors of Forté Foundation.

Ms. Babcock earned a bachelor’s degree from Queen’s University and a master’s degree in business administration from McMaster University.
a2019proxystatementfi_imaga.jpg
Gray G. Benoist
Director Since: February 2009
Independent
Age: 68

Olin Committees: Member of the Audit Committee and Directors and Corporate Governance Committee
Former Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer of Belden, Inc.
Former Senior Vice President, Director of Finance of Networks Segment at Motorola Inc.

Mr. Benoist brings executive level financial experience and global accounting expertise across a range of industries to the Olin Board of Directors.

Mr. Benoist retired in March 2020 from his position as an officer on special assignment of Belden, Inc., a designer, manufacturer and marketer of signal transmission solutions, a position he held since January 2012. Prior to that, he served as Senior Vice President, Finance and Chief Financial Officer of Belden for six years, and Chief Accounting Officer. Earlier in his career he served as Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc., a business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions. During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group.

Mr. Benoist serves on the board of directors of Neurowrx, Inc. and as President of MindSpark Training Academy.

Mr. Benoist earned a bachelor’s degree in finance and accounting from Southern Illinois University and a master’s degree in business administration from the University of Chicago.
11

a2019proxystatementfi_imag.jpg
C. Robert Bunch
Director Since: December 2005
Independent
Age: 66

Olin Committees: Chair of the Compensation Committee; Member of the Executive Committee
Former Chairman of the Board and Chief Executive Officer of Global Tubing
Former Chairman, President and Chief Executive Officer of Maverick Tube Corporation

Mr. Bunch brings extensive company governance, executive leadership, and business strategy experience to the Olin Board of Directors.

Mr. Bunch served as Chairman of the Board and Chief Executive Officer of Global Tubing, LLC, a privately held company which manufactured and sold coiled tubing and related products and services to the energy industry, from May 2007 until June 2013. From October 2004 until October 2006, he served as President and CEO and in January 2005, he became Chairman of Maverick Tube Corporation, a producer of welded tubular steel products used in energy and industrial applications. He began his career in 1999 as Vice President and Chief Administrative Officer at Input/Output, where he later became President and Chief Operating Officer from 2002 to 2003. He was also an independent oil service consultant.

Mr. Bunch serves on the board of trustees of Awty International School. He served on the board of directors of Pioneer Drilling Company from May 2004 until August 2008.

Mr. Bunch earned a bachelor’s degree in economics and a master’s degree in accounting from Rice University and a juris doctorate degree from the University of Houston.
fergusonproxybiophotofinal1.jpg
Scott D. Ferguson
Director Since: February 2020
Independent
Age: 46

Olin Committees: Member of the Compensation Committee and Operating Improvement Committee
Founder and Managing Partner of Sachem Head Capital Management LP
Director of Elanco Animal Health, Inc.
Former Director of Autodesk, Inc.

Mr. Ferguson brings substantial financial, investment strategy, and corporate governance experience to the Olin Board of Directors.

Mr. Ferguson is the founder and managing partner of Sachem Head Capital Management LP, a value-oriented investment management firm based in New York which he started in 2012. Prior to starting Sachem Head, he spent nine years at Pershing Square Capital Management, which he joined pre-launch as the firm’s first investment professional. Prior to Pershing Square, Mr. Ferguson earned an M.B.A. from Harvard Business School in 2003 and was a vice president at American Industrial Partners, an operations focused private equity firm, from 1999 to 2001. Mr. Ferguson was also a business analyst at McKinsey & Company from 1996 to 1999.

Mr. Ferguson currently serves on the board of directors of Elanco Animal Health, Inc. and the Henry Street Settlement, and is also a member of the Robin Hood Leadership Council. He is a former director of Autodesk, Inc.

Mr. Ferguson graduated from Stanford University with an A.B. in Public Policy in 1996.
12

hauptfuhrerproxybiophotofi.jpg
W. Barnes Hauptfuhrer
Director Since: February 2020
Independent
Age: 66

Olin Committees: Member of the Directors and Corporate Governance Committee and Operating Improvement Committee
Former Co-Head of Corporate & Investment Banking Division of Wachovia Corporation
Former Chief Executive Officer of Chapter IV Investors, LLC
Director of National Gypsum Company
Former Director of Buckeye Pipeline and Wolverine Tube, Inc.

Mr. Hauptfuhrer brings extensive knowledge of finance, mergers and acquisitions, and corporate governance matters to the Olin Board of Directors.

Mr. Hauptfuhrer retired in June 2018 from his position as Chief Executive Officer of Chapter IV Investors, LLC, an investment firm he founded in February 2006. Prior to this, Mr. Hauptfuhrer served as Co-Head of the Corporate & Investment Banking Division of Wachovia Corporation (formerly, First Union Corporation). Earlier in his career, he also served as Senior Executive Vice President of Wachovia and prior to the merger of Wachovia and First Union, Mr. Hauptfuhrer served in roles of increasing responsibility at First Union, including Co-Head of the Corporate & Investment Banking Division, Co-Head of Investment Banking, and Managing Partner of First Union Capital Partners, a private equity investment group within First Union, which he founded. Previously, Mr. Hauptfuhrer served as Managing Director and investment banker at Kidder Peabody.

Mr. Hauptfuhrer currently serves on the board of directors of National Gypsum Company. He is also director of the Foundation for the Carolinas and trustee of the Greater Charlotte YMCA. He previously served as a director of Buckeye Pipeline LLC from September 2006 to March 2008, and of Wolverine Tube, Inc. from May 1998 to October 2005.

Mr. Hauptfuhrer earned a bachelor’s degree from Princeton University and a juris doctorate degree and master’s degree in business administration from the University of Virginia.
a2019proxystatementfi_imagc.jpg
John M. B. O’Connor
Director Since: January 2006
Independent
Age: 66

Olin Committees: Member of the Audit Committee and Operating Improvement Committee
Chairman and CEO of J.H. Whitney Investment Management and CEO of Whitney Strategic Services
Former Chief Executive Officer of Tactronics Holdings, LLC
Former Chairman and Executive Partner of JP Morgan Alternative Asset Management, Inc.
Director of American Mask Company, Boon Logic, Inc. and Sequoia Holdings Inc.
Former member of the Department of Defense Business Board

Mr. O’Connor brings substantial financial, investment banking, risk management and strategic consulting experience to the Olin Board of Directors.

Mr. O’Connor is Chairman and Chief Executive Officer of J.H. Whitney Investment Management, an alternative investment firm, a position he has held since January 2005, and CEO of Whitney Strategic Services, a provider of global economic advisory services to the US Department of Defense.


13

Mr. O’Connor previously served from January 2009 through March 2011 as CEO of Tactronics Holdings, a provider of tactical integrated electronic systems to U.S. and foreign military customers. Prior to this, he was Chairman of JP Morgan Alternative Asset Management, Inc, where he also served as an Executive Partner of JP Morgan Partners. He was also a member of the Risk Management Committee of JP Morgan Chase, which was responsible for policy formulation and oversight of all market and credit risk taking activities globally.

Mr. O’Connor serves on the board of directors of American Mask Company, Boon Logic, Inc. and Sequoia Holdings Inc. He is also chairman and on the advisory board of American Friends of the UK Clocktower Fund Inc., and on the advisory boards of Avenue Capital Sustainable Strategies Fund, Chart National LLP, Game Conservancy USA, Global Guardian, LLC, Grayson-Jockey Club Research Foundation, and New York State Green Bank. He is treasurer of the UK Game Conservancy and Wildlife Trust.

Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and a master’s degree in business administration from Columbia University Graduate School of Business.
a2019proxystatementf_imagea.jpg
Earl L. Shipp
Director Since: October 2017
Independent
Age: 63

Olin Committees: Member of the Audit Committee
Former Vice President, US Gulf Coast Operations of The Dow Chemical Company
Former President, Dow Africa and Former President, Basic Chemicals Group of Dow
Director of National Grid plc

Mr. Shipp brings substantial chemical industry expertise, and manufacturing, engineering and operations management experience to the Olin Board of Directors.

Mr. Shipp retired in September 2017 from his position as Vice President, US Gulf Coast Operations of The Dow Chemical Company, a diversified chemical manufacturing company, a position he held since November 2010. Prior to that, he served as President of Dow Africa from June 2009 to October 2010 and as President of Basic Chemicals Group at Dow from May 2007 to May 2009. During his 36-year history at Dow, he held a variety of leadership and engineering roles, including appointments as Site Director of Louisiana Operations and Global Operations Director for Propylene Oxide/Propylene Glycol, Business Director for Propylene Oxide/Propylene Glycol, Business Vice President for Oxides and Glycols, and Business Vice President—Ethylene Oxide and Ethylene Glycol and President—India, Middle East and Africa Region.

Mr. Shipp serves on the board of directors and the safety, environment and health and nominations and remuneration committees of National Grid plc, and on the board of directors of CHI St. Luke’s Health Texas Division and The Economic Development Alliance of Brazoria County, Texas.

Mr. Shipp earned a bachelor’s degree in chemical engineering from Wayne State University and completed the executive education program at Indiana State University School of Business.

14

  suttonpicture1.jpg
Scott M. Sutton
Director Since: September 2018
President and Chief Executive Officer
Age: 56

Olin Committees: Chair of the Operating Improvement Committee
President and Chief Executive Officer of Olin Corporation
Former Chief Executive Officer and Director of Prince International Corporation
Former Chief Operating Officer at Celanese Corporation
Former President and General Manager of AgroSolutions at Chemtura Corporation

Mr. Sutton brings extensive experience in operations, engineering, manufacturing, finance, sales, marketing and management of complex businesses with worldwide operations to the Olin Board of Directors.

Mr. Sutton became President and Chief Executive Officer of Olin Corporation in September 2020. From December 2019 to July 2020, he served as Chief Executive Officer and a member of the board of directors of Prince International Corporation, a privately held specialty chemicals company. From August 2013 to February 2019, he served in a variety of roles of increasing responsibility at Celanese Corporation, a global chemical and specialty materials company, including Chief Operating Officer, Executive Vice President and President, Materials Solutions, and Vice President and General Manager, Engineered Materials. Earlier in his career, Mr. Sutton served as President and General Manager of Chemtura Corporation’s AgroSolutions business, business manager for Landmark Structures and a division vice president for Albemarle Corporation.

Mr. Sutton earned a bachelor’s degree in civil engineering from Louisiana State University and is a registered professional engineer in Texas.
a2019proxystatementfi_imagb.jpg
William H. Weideman
Director Since: October 2015
Independent
Age: 66

Olin Committees: Lead Director; Member of the Audit Committee, Compensation Committee and Executive Committee
‘Audit Committee Financial Expert’ under applicable SEC rules
Former Chief Financial Officer and Executive Vice President of The Dow Chemical Company
Former Director of Sadara Chemical Company
Mr. Weideman brings valuable financial, audit, and business administration expertise to the Olin Board of Directors, as well as extensive knowledge of the businesses Olin acquired from The Dow Chemical Company.

Mr. Weideman retired in January 2015 from his position as Chief Financial Officer and Executive Vice President of The Dow Chemical Company, a diversified chemical manufacturing company, a position he held since March 2010. Prior to that, Mr. Weideman served as an Interim Chief Financial Officer from November 2009 to March 2010, and Executive Vice President of Finance, Dow Agrosciences & Corporate Strategic Development from April 2010 to September 2012, all at Dow. He joined Dow in 1976 as a Cost Accountant in Midland, Michigan and held a variety of accounting and controller roles for different Dow businesses.

Mr. Weideman served on the board of directors of Mid-Michigan Medical Center and on the board of trustees for Central Michigan University through December 31, 2020. From October 30, 2011 through December 2015, he served on the board of directors of Sadara Chemical Company, a joint venture between Saudi Aramco and Dow. From August 30, 2000 through December 2015, he was a director of the Dow Chemical Employees’ Credit Union.

Mr. Weideman earned a bachelor’s degree in business administration and accounting from Central Michigan University.
15

a2019proxystatementf_image.jpg
Carol A. Williams
Director Since: October 2015
Independent
Age: 62

Olin Committees: Chair of the Directors and Corporate Governance Committee; Member of the Compensation Committee
Former Executive Vice President, Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations of The Dow Chemical Company
Former Vice President, Chlor-alkali Assets Business of Dow, and Senior Vice President of Basic Chemicals
Independent Board Chair and Director of Owens-Illinois Inc.

Ms. Williams brings extensive management expertise in manufacturing, purchasing and supply chain operations, substantial experience in research and development, and comprehensive knowledge of the chlor-alkali and general chemicals industry to the Olin Board of Directors.

Ms. Williams retired in 2015 from her position as special advisor to the Chief Executive Officer of The Dow Chemical Company, a diversified chemical manufacturing company, a position she held since January 2015. Prior to this, she served as Dow’s Executive Vice President of Manufacturing and Engineering from September 2011 to December 2014, adding responsibility for Supply Chain and Environmental, Health & Safety Operations in 2012; President of Chemicals & Energy from August 2010 to August 2011, and Senior Vice President of Basic Chemicals from January 2009 to July 2010, all at Dow. During Ms. Williams’ 34-year history at Dow, she assumed increasingly more significant management positions in research and development before becoming operations leader and then Vice President for the global chlor-alkali assets business.

Ms. Williams became the independent board chair in May 2016, and she has served on the board of directors and nominating/governance committee of Owens-Illinois Inc. since May 2014. Ms. Williams is a member of the Engineering Advisory Board and Energy Futures Institute Presidential Consultation Committee for Carnegie Mellon University. She was on the board of directors of Zep, Inc. from 2012 through June 2015.

Ms. Williams earned a bachelor’s degree in chemical engineering from Carnegie Mellon University.

CORPORATE GOVERNANCE MATTERS

How Many Meetings Did Board Members Attend?
During 2020, our board held 15 meetings. As part of each regularly scheduled board meeting, the non-employee directors met in executive session. All directors attended 100% of the 2020 meetings of our board and committees of our board on which they served. In addition, during his or her entire period of service, each director attended over 91% of the meetings of our board and committees of our board on which he or she served. We have a policy requiring directors to attend each annual meeting, absent serious extenuating circumstances. All of our non-employee directors participated in our 2020 annual meeting by telephone.

Which Board Members Are Independent?
Our board has determined that all of its members, except John E. Fischer and Scott M. Sutton, are independent, or were independent while serving on our board, in accordance with applicable New York Stock Exchange (NYSE) listing standards and applicable provisions of our Principles of Corporate Governance. In determining independence, our board confirms that a director has no relationship with Olin that violates the “bright line” independence standards under the NYSE listing standards. Our board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. In assessing the materiality of a director’s relationship to Olin, our board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. Our board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.
16

Our board of directors have adopted a criteria for the types of de minimis transactions that do not warrant board consideration when making director independence determinations. Our board of directors has concluded that the following transactions do not impair a director’s independence, and are not considered by our board in its determination of director independence:
our match of up to $5,000 in charitable contributions made by directors under our 50% matching contribution program, which is available to all employees; and
any transaction or series of transactions between Olin (or its subsidiaries) and a director (or an organization in which he/she serves as a director, partner, shareholder or officer) for the purchase or sale of products or services that (i) involve less than $50,000 in the aggregate in any 12-month period and (ii) have the same pricing and other terms and conditions as transactions with unrelated and similarly situated customers or suppliers.
Except as provided below, during 2020, none of our current or former non-employee directors had any relationship or transaction other than those which are permitted under the de minimis criteria described above.
On February 29, 2020, we entered into the Cooperation Agreement with Sachem Head, which was subsequently amended pursuant to the Amendment that we entered into on October 1, 2020. These agreements are described under the heading “ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS–Who are the individuals nominated by our board to serve as directors?” on page 8. One of our directors, Mr. Ferguson, is the founder and managing partner of Sachem Head and Olin’s board of directors agreed that, pursuant to the Cooperation Agreement, as amended by the Amendment, it would include Mr. Ferguson and Mr. Hauptfuhrer in the slate of director nominees recommended by our board of directors for election at the 2020 annual meeting and 2021 annual meeting. Our board determined that the Cooperation Agreement as amended by the Amendment, does not impair the independence of Mr. Ferguson or Mr. Hauptfuhrer in accordance with the applicable NYSE listing standards and provisions of Olin’s Principles of Corporate Governance.
In 2020, we purchased approximately $3,238,600 of energy-related services from National Grid US. One of our directors, Earl Shipp, is a member of the board of directors of National Grid plc and serves on such board’s safety, environment and health committee, its nominations committee and its remuneration committee. Our board determined that Mr. Shipp had no material interest in these transactions, and they did not impair Mr. Shipp’s independence because the transactions were made on customary terms and conditions and amounted to less than 0.02% of National Grid plc’s total sales and 0.05% of Olin’s total sales.

Does Olin Have Corporate Governance Guidelines and a Code of Conduct?
Our board has adopted Principles of Corporate Governance and a Code of Conduct. Our Code of Conduct applies to our directors and all of our employees, including our chief executive officer (CEO), chief financial officer (CFO) and principal accounting officer/controller. We discuss certain provisions of these documents in more detail under the heading “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”
Each of our four major standing board committees (Audit, Compensation, Directors and Corporate Governance and Operating Improvement) acts under a written charter adopted by our board. Our committee charters can be viewed on our website at www.olin.com/investors/leadership-governance/committees. Our Principles of Corporate Governance and Code of Conduct can all be viewed on our website at www.olin.com/investors/leadership-governance/governance-documents. In addition, we will disclose on that website any amendment to, or waiver from, a provision of our Code of Conduct for our directors and executive officers, including our CEO, CFO, principal accounting officer/controller or other employees performing similar functions.

Does Olin Prohibit Hedging and Pledging of Its Stock by Insiders?
Our insider trading policy prohibits our directors and executive officers from engaging in any hedging or pledging transactions in our securities. Our policy does not specifically permit any type of hedging transaction, but instead imposes a broad prohibition of any "hedging or monetization transactions" if the director or executive officer "continues to own the underlying security without all the risks and rewards of ownership." Our prohibition on pledging of our securities is similarly broad, and prohibits all pledges of our securities, whether as part of a hedging transaction or a loan transaction.
As of February 26, 2021, no shares of our common stock were pledged by any director or executive officer.
17


Do Olin’s Board and Committees Conduct Evaluations?
As required by NYSE rules, Olin’s board of directors as well as its Audit, Compensation, Directors and Corporate Governance, and Operating Improvement Committees each conduct an annual performance evaluation. In addition, Olin’s board conducted individual evaluations of the non-employee directors (except Messrs. Ferguson and Hauptfuhrer who are on Olin’s board as a result of the Cooperation Agreement, as amended by the Amendment, discussed above).

What Are the Committees of our Board?
Our committees of the board are:
Our Audit Committee, which held eight meetings during 2020, advises our board on internal and external audit matters affecting us. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, our audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of 1934 (Exchange Act) and the related rules as incorporated into the NYSE standard for independence. Its current members are: Beverley A. Babcock (Chair), Gray G. Benoist, John M. B. O’Connor, Earl L. Shipp and William H. Weideman. Our board has determined that Ms. Babcock and Mr. Weideman meet the SEC definition of an “audit committee financial expert,” and that each of the members of the audit committee is financially literate, as such term is interpreted by our board in its business judgment. Our audit committee:  
has sole authority to directly appoint, retain, compensate, evaluate and terminate our independent registered public accounting firm;
reviews with our independent registered public accounting firm the scope and results of their examination of our financial statements and any investigations and surveys by such independent registered public accounting firm;
pre-approves and monitors audit and non-audit services performed by our independent registered public accounting firm;
reviews its charter annually and ensures it is publicly available in accordance with SEC regulations;
reviews our annual audited and quarterly unaudited financial statements and management’s discussion and analysis of financial condition and operations in our annual reports on Form 10-K and quarterly reports on Form 10-Q before filing or distribution;
reviews with management and our independent registered public accounting firm the interim financial results and related press releases before issuance to the public;
reviews audit plans, activities and reports of our internal and regulatory audit departments;
reviews the presentations by management and our independent registered public accounting firm regarding our financial results;
monitors our litigation process including major litigation and other legal matters that impact our financial statements or compliance with the law;
monitors compliance with legal and regulatory requirements including environmental, health, safety and transportation compliance;
monitors our enterprise risk management process;
oversees our ethics and business conduct programs and procedures; and
has the authority to hire its own independent advisors.
Our Compensation Committee, which held six meetings during 2020, sets policies, develops and monitors strategies for, and administers the programs that are used to compensate our CEO and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, our compensation committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: C. Robert Bunch (Chair), Heidi S. Alderman, Scott D. Ferguson, Vincent J. Smith, William H. Weideman and Carol A. Williams. Our compensation committee:
18

approves the salary plans for all executive officers including their total direct compensation opportunity, comprised of base salary, annual incentive standard and long-term incentive guideline award;
approves the measures, goals, objectives, weighting, payout matrices, performance certification and actual payouts for the incentive compensation plans;
administers the incentive compensation plans, stock option plans, and long-term incentive plans;
annually evaluates the performance of our CEO;
performs settlor functions for our retirement plans, such as establishing, amending and terminating such plans (which authority has also been delegated to a management committee);
approves executive and change in control agreements;
reviews and establishes the compensation of non-employee directors;
reviews and discusses our Compensation Discussion and Analysis with management and, based on that review, makes a recommendation to our board of directors regarding inclusion of the Compensation Discussion and Analysis in our annual proxy statement or annual report on Form 10-K filed with the SEC;
reviews and recommends board approval of stock ownership guidelines for our directors and employees participating in our long term incentive plan(s);
reviews and develops for board approval, and assess enforcement, of policies that provide for the “clawback” of incentive-based compensation paid to current or former employees, upon the occurrence of a triggering event; and
has the authority to hire its own independent advisors.
Our Directors and Corporate Governance Committee, which held seven meetings during 2020, assists our board in fulfilling its responsibility to the shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, our directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Carol A. Williams (Chair), Heidi S. Alderman, Beverley A. Babcock, Gray G. Benoist and W. Barnes Hauptfuhrer. Our directors and corporate governance committee:
makes recommendations to our board regarding the election of our CEO;
reviews the nominees for our other officers;
makes recommendations to our board regarding the size and composition of our board and the qualifications and experience that might be sought in board nominees;
seeks out and recommends possible candidates for nomination and considers recommendations by shareholders, management, employees and others for candidates for nomination and re-nomination as directors;
assesses whether the qualifications and experience of board nominees meet the current needs of our board;
reviews plans for management development and succession;
periodically reviews corporate governance trends, issues and best practices and makes recommendations to our board regarding the adoption of best practices most appropriate for the governance of the affairs of our board;
reviews and makes recommendations to the board regarding the composition, duties and responsibilities of various board committees;
reviews and advises our board on such matters as protection against liability and indemnification;
reports periodically to our board on the performance of the board itself as a whole; and
has the authority to hire its own independent advisors.
19

Our Operating Improvement Committee, which held three meetings during 2020, analyzes and makes recommendations to our board of directors regarding operational improvement and supports and informs our board’s review and refinement of Olin’s strategy. Its members are: Scott M. Sutton (Chair), Scott D. Ferguson, W. Barnes Hauptfuhrer and John M. B. O’Connor. Our operating improvement committee:
reviews and evaluates improvements to Olin’s operations, efficiency and profitability;
makes recommendations to our board regarding operational improvements including, among other things, with respect to Olin’s business strategies, margin improvements and growth opportunities;
makes recommendations to our board regarding financial strategies, including, among other things, with respect to capital allocation, capital expenditures, cash flow, short-term and long-term balance sheet optimization plans, net working capital streamlining initiatives and initiatives regarding appropriate financial leverage and share repurchases; and
makes recommendations to our board regarding portfolio realignment, investor communications and other similar operational matters to enhance shareholder value.
Our Executive Committee meets as needed in accordance with Olin’s Bylaws. Between meetings of our board, our executive committee may exercise all the power and authority of our board (including authority and power over our financial affairs) except for matters reserved to the full board by Virginia law and matters for which our board gives specific directions. During 2020, this committee held no meetings. Our executive committee members are: John E. Fischer (Chair), Beverley A. Babcock, C. Robert Bunch and William H. Weideman.

Compensation Committee Interlocks and Insider Participation
No member of our compensation committee during 2020 (Heidi S. Alderman, C. Robert Bunch, Scott D. Ferguson, Vincent J. Smith, William H. Weideman and Carol A. Williams):
served as an employee for Olin during that year;
is currently or has ever been an officer of Olin; or
had any relationship with Olin requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.
None of our executive officers:
serves on the compensation committee of any other company for which one of our directors serves as an executive officer; or
serves on the board of directors of any other company where a member of our compensation committee serves as an executive officer.

What Is Olin’s Director Nomination Process?
Our directors and corporate governance committee acts as our nominating committee. As a policy, our committee considers any director candidates suggested by shareholders if we receive the appropriate information in a timely manner. Our Principles of Corporate Governance provide that our board chair, CEO, lead director, other directors, employees and shareholders may recommend director nominees to our committee. Our committee uses the same process to review and evaluate all potential director nominees, regardless of who recommends the candidate. Our committee reviews and evaluates each nominee and our committee chair, our board chair, CEO and lead director interview the potential new board candidates selected by our committee. The interview results, along with our committee’s recommended nominees, are submitted to our full board.
Our Principles of Corporate Governance describe criteria for new board members including recognized achievement plus skills such as a special understanding or ability to contribute to some aspect of Olin’s business. Our committee is tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. Our Principles of Corporate Governance provide that racial, ethnic and gender diversity are important factors in assessing potential board members, in addition to particular qualifications and experience required to meet the needs of our board.
As part of their review of board nominations, our board and our committee consider diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective board. Our
20

Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom and mature judgment as among the principal qualities of an effective director.
This year, we have 11 nominees standing for re-election.
A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of the candidate’s experience and other qualifications for the position, in writing addressed to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA. The notice may be sent at any time, but for a candidate to be considered by our committee as a nominee for an annual meeting, we must receive the written information at least 150 days before the anniversary of the date of our prior year’s proxy statement. For example, for candidates to be considered for nomination by our committee at our 2022 annual meeting, we must receive the information from shareholders on or before October 13, 2021.
In addition to shareholders proposing candidates for consideration by our committee, Olin’s Bylaws allow shareholders to directly nominate individuals at our annual meeting for election to our board by delivering a written notice as described under the heading “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2022 annual meeting?” on page 6. Although a shareholder may directly nominate an individual for election as a director, our board is not required to include such nominee in our proxy statement.

What Is the Board Leadership Structure?
Our Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director, or appoint a board chair who does not also serve as CEO. Currently, our CEO and board chair positions are held by Mr. Sutton and Mr. Fischer, respectively, and our board selected Mr. Weideman as our independent lead director.
Our board believes that this leadership structure is best for Olin at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member—the lead director. Our lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, our lead director must be independent, and is responsible for:
advising on our board meeting schedule to ensure that our independent directors can perform their duties responsibly without interfering with company operations;
approving agendas for board and committee meetings and information sent to our board;
advising on quality, quantity, and timeliness of the flow of information from management to independent directors;
interviewing all potential new board candidates, and making recommendations on candidates;
chairing all executive sessions of our board’s independent directors;
acting as principal liaison between our independent directors and our board chair on sensitive issues;
recommending membership and chairs of board committees;
recommending to our board chair the retention of consultants who report directly to our board;
calling meetings of our independent directors; and
being available for direct communication if requested by major shareholders, as appropriate.
21


How Does the Board Oversee Olin’s Risk Management Process?
Our board is responsible for oversight of Olin’s risk assessment and management process. Our board delegated to our compensation committee basic responsibility for oversight of management’s compensation risk assessment, and that committee reports to our board on its review. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to our board. Our audit committee’s process includes:
a review, at least annually, of our internal audit process, including the organizational structure and staff qualifications, as well as the scope and methodology of the internal audit process; and
a review, at least annually, of our enterprise risk management (ERM) program to ensure that an appropriate ERM process is in place, including discussion of the major risk exposures identified by Olin, the key strategic plan assumptions considered during the assessment and steps implemented to monitor and mitigate such exposures on an ongoing basis.
In addition to the reports from our audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.
Brian J. Clucas, our Vice President, Global Internal Audit, reports directly to our audit committee and has direct and unrestricted access to that committee. Todd A. Slater, our Vice President and CFO, oversees our ERM process and fulfills the responsibilities of a chief risk officer. Mr. Slater reports to our CEO, but has direct access to our audit committee chair. Messrs. Slater and Clucas, individually or with other members of our management team, periodically meet in executive session with our audit committee.
REPORT OF OUR AUDIT COMMITTEE
Our audit committee’s primary responsibility is to assist our board in its oversight of the integrity of Olin’s financial reporting process and systems of internal control, to evaluate the independence and performance of Olin’s independent registered public accounting firm, KPMG LLP (KPMG), and internal audit functions and to encourage private communication between our audit committee and KPMG and our internal auditors.
Our committee held eight meetings during the year. During the second half of 2020, our audit committee also completed a self-assessment.
In discharging its responsibility, our audit committee reviewed and discussed the audited financial statements for fiscal year 2020 with management and KPMG, including the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the U.S. Securities and Exchange Commission (SEC).
In addition, our audit committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with our audit committee concerning independence. Our audit committee discussed with KPMG the issue of its independence from Olin and reviewed KPMG’s reports on the firm’s quality review procedures and findings, results of peer reviews and investigations and inquiries, including corrective actions taken. Our audit committee also negotiated the hiring of KPMG for the 2020 audit and pre-approved all fees which SEC rules require our committee to approve to ensure that the work performed was permissible under applicable standards and would not impair KPMG’s independence.
Based on our audit committee’s discussions with management and KPMG and our audit committee’s review of KPMG’s written report and the other materials discussed above, our audit committee recommended that our board of directors include the audited consolidated financial statements in Olin’s Annual Report on Form 10-K for the year ended December 31, 2020, to be filed with the SEC.
February 15, 2021
Beverley A. Babcock, Chair
Gray G. Benoist
John M. B. O’Connor
Earl L. Shipp
William H. Weideman

22

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
How much stock is beneficially owned by each director, director nominee and by the named executive officers in the Summary Compensation Table?
This table shows how many shares of our common stock certain persons beneficially owned on January 15, 2021. Those persons include each director, director nominee, each NEO in the Summary Compensation Table on page 43, and all directors and executive officers as a group. A person has “beneficial ownership” of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. “Investment power” means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table.
Name of Beneficial OwnerNumber of Shares Beneficially Owned (7)Percent of Common Stock (8)
Heidi S. Alderman15,606 — 
Beverley A. Babcock14,667 — 
Gray G. Benoist64,803 — 
C. Robert Bunch66,724 — 
Scott D. Ferguson (1)14,959,560 9.4 
W. Barnes Hauptfuhrer9,560 — 
John M. B. O’Connor (2)49,867 — 
Earl L. Shipp36,727 — 
Vincent J. Smith66,064 — 
William H. Weideman37,331 — 
Carol A. Williams37,331 — 
John E. Fischer (3)1,740,083 1.1 
Scott M. Sutton94,006 — 
Todd A. Slater549,465 — 
Pat D. Dawson (4)583,513 — 
James A. Varilek (5)342,724 — 
Brett A. Flaugher (6)132,992 — 
Directors and executive officers as a group,
including those named above (21 persons)
19,089,842 11.9 
_______________________
(1)Mr. Ferguson has shared voting and investment powers over all 14,959,560 shares with Sachem Head Capital Management LP and Uncas GP LLC (each, as to all 14,959,560 of such shares), and with Sachem Head GP LLC (as to 9,200,000 of such shares).
(2)Mr. O’Connor shares voting and investment power with his spouse over 8,853 shares of common stock held by the 2001 John M. B. O’Connor Family Trust.
(3)Mr. Fischer beneficially owns 226,524 shares of common stock through his Revocable Trust.
(4)Mr. Dawson beneficially owns 63,746 shares of common stock through his Revocable Trust.
(5)Mr. Varilek beneficially owns 34,004 shares of common stock through his Revocable Trust, in which he and his spouse are co-trustees.
(6)Mr. Flaugher beneficially owns 7,975 shares of common stock with his spouse.
(7)Includes shares credited under the CEOP on January 15, 2021, phantom stock units credited to deferred accounts under the Amended and Restated Olin Corporation 1997 Stock Plan for Non-employee Directors (Directors Plan) and shares that may be acquired within 60 days of January 15, 2021 (by March 15, 2021) through the exercise of stock options as follows:
23


Name
Number of
Phantom Stock
Units Held in
Director Deferred
Accounts (9)
Number of
Shares Subject
to Options
Exercisable in
60 days
Heidi S. Alderman13,606 — 
Beverley A. Babcock14,667 — 
Gray G. Benoist29,466 — 
C. Robert Bunch27,599 — 
Scott D. Ferguson7,100 — 
W. Barnes Hauptfuhrer7,100 — 
John M. B. O’Connor26,300 — 
Earl L. Shipp27,809 — 
Vincent J. Smith26,300 — 
William H. Weideman27,600 — 
Carol A. Williams32,465 — 
John E. Fischer— 1,512,867 
Scott M. Sutton18,450 — 
Todd A. Slater— 431,017 
Pat D. Dawson— 519,767 
James A. Varilek— 294,917 
Brett A. Flaugher— 109,184 
Directors and executive officers as a group,
including those named above (21 persons)
258,462 3,086,804 
_______________________
(8)Unless otherwise indicated, beneficial ownership does not exceed 1% of the outstanding shares of common stock. For each individual, as well as the group included in the table above, percentage ownership is calculated by dividing (1) the number of shares reported as beneficially owned on January 15, 2021, by (2) 157,970,377, which is the number of shares of common stock outstanding on December 30, 2020, plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days of January 15, 2021.
(9)Such securities have no voting rights.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Principles of Corporate Governance and our Code of Conduct include policies and procedures requiring pre-approval of certain transactions involving our directors and employees and their family members and affiliated organizations if Olin is a direct or indirect participant. The policies define “family member” to mean a spouse, child, sibling, stepchild, parent, stepparent, mother-, father-, son-, daughter-, brother- or sister- in-law, or any other person living with the individual (except tenants and household employees). Affiliated organizations include those entities where the individual or family member serves as a director, executive officer or holder of 5% or more of the equity interests.
Our Principles of Corporate Governance require our directors and corporate governance committee (or, if that committee determines it is appropriate, our board) to pre-approve the following transactions with directors, family members and affiliated organizations:
charitable contributions of more than $10,000 in a fiscal year;
transactions involving more than $120,000 (individually or in the aggregate) in a fiscal year (other than purchases or sales of goods and services contracted for by Olin business units in the normal course of business);
transactions in excess of $120,000 in a fiscal year for consulting or personal services;
24

transactions in excess of $120,000 in a fiscal year directly with (or involving direct compensation to) a director or family member; and
transactions (even in the ordinary course of business) involving the greater of $1 million or 2% of consolidated gross revenues of either Olin or the other party.
Our Principles of Corporate Governance require our directors and corporate governance committee to pre-approve service by any senior executive (our CEO and other Section 16 officers) on the board of another public company or on the board of any private company that would represent a material commitment of time. In addition, our Code of Conduct and related Corporate Policy Statements require the approval of our board of directors before an officer may serve as a director or provide services to another organization (as an officer, employee, consultant, etc.). Any such service by other employees must be pre-approved by our CEO, if the potential for a conflict of interest exists. These provisions also prohibit any employee or family member from having any direct or indirect interest in, or any involvement with or obligation to, any business organization (including any non-profit entity to which Olin makes contributions) which does or seeks to do business with Olin, or any Olin competitor, without pre-approval from the employee’s department head.
In granting pre-approval, our directors and corporate governance committee, board members and management focus on the best interests of Olin.
In addition to the pre-approval process described above, our Code of Conduct and related Corporate Policy Statements prohibit any director or employee from engaging in a transaction that might conflict with the best interests of Olin.
On February 29, 2020, we entered into the Cooperation Agreement with Sachem Head with respect to our 2020 annual meeting. The Cooperation Agreement was amended by the Amendment on October 1, 2020. Based on Amendment No. 2 to a Schedule 13D filing dated October 2, 2020, Sachem Head beneficially owns 9.4% of our common stock and Mr. Ferguson, a member of our board of directors, is the founder and managing partner of Sachem Head. Under the terms of the Cooperation Agreement, as amended by the Amendment, Olin and Sachem Head agreed to several matters regarding the nomination of the Sachem Head Designees to our board of directors and the size of our board of directors, as well as certain restrictions on the activities of Sachem Head. Olin also agreed to reimburse Sachem Head for certain documented out-of-pocket costs, fees and expenses incurred by Sachem Head prior to our 2020 annual meeting, which amounted to approximately $750,000. For additional information, see the description under the heading “ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS”. Copies of the Cooperation Agreement and the Amendment can be found in our Current Reports on Form 8-K that we filed with the SEC on March 2, 2020 and October 2, 2020.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC, and these persons must furnish us with copies of the forms they file. Officers, directors and 10% beneficial owners complied with Section 16(a) filing requirements in 2020, except as described below.
Due to an internal miscommunication, one of our officers, Brett A. Flaugher, filed one late Form 4 relating to a restricted stock unit grant of Olin common stock on February 18, 2020. The transaction was reported on a Form 4 which was due on February 20, 2020, but which was filed with the SEC on February 24, 2020.
Due to an internal miscommunication, each of these officers, Eric A. Blanchard, Pat D. Dawson, John E. Fischer, Brett A. Flaugher, John L. McIntosh, John M. Sampson, Todd A. Slater, Randee N. Sumner and James A. Varilek, filed one late Form 4 relating to performance share grant award payouts on February 18, 2020. The transactions were reported on Form 4s which were due on February 20, 2020, but which were filed with the SEC on March 5, 2020.
Due to expired SEC Edgar filing codes, one of our directors, W. Barnes Hauptfuhrer, filed one late Form 4 relating to Olin common stock and phantom stock units received as annual director compensation on March 2, 2020. These transactions were reported on a Form 4 which was due on March 4, 2020, but which was filed with the SEC on March 9, 2020.
CORPORATE RESPONSIBILITY
Throughout its 129-year history, Olin has been known as a responsible corporate citizen. Our commitment to the principles of Responsible Care® within our operations globally drives excellence in environmental, health, safety and security stewardship. We value our people, the communities in which we operate, our customers, and the environment. The Olin Sustainability and Environment, Social and Governance (ESG) Platform encompasses actions to manage energy
25

and climate, ensure resource efficiency of our operations, measure and assess commercial concerns, and engage our communities and employees on matters most relevant to Olin and our stakeholders. We released our inaugural sustainability report in 2020. This information, as well as progress to our targets, can be found on our website at www.olin.com/sustainability.

In 2020, Olin leveraged our management system to navigate the COVID-19 crisis to ensure the protection of our employees and customers. The chemical division of Olin maintains third-party certification to the RC 14001:2015 standard, including the internationally recognized ISO 14001:2015 standard for environmental management systems. In 2020, we achieved recertification to ISO 50001 (energy) for our Germany operations. Our product stewardship policy incorporates the American Chemistry Council’s Product Safety Code in our chemicals business segments and ensures that our product safety performance is properly evaluated and continuously improved, and relevant elements are made publicly available. We are committed to open and transparent reporting and regularly conduct audits to ensure compliance with the highest global standards.

Olin was honored in 2020 to receive numerous recognitions and accolades from global agencies and industry associations for our achievements in energy efficiency, waste minimization, reuse and recycling, and safety and environmental stewardship. In 2020, we were awarded the American Association of Railroads’ Grand Slam award for the fifth consecutive year. The award is recognition by at least four North American Class 1 Railroads for our efforts to reduce non-accidental environmental releases.

Olin’s board of directors has accountability for oversight of our environmental and safety performance, which it reviews no less than each quarter. Our board also has responsibility for monitoring our response to important public policy issues, including sustainability, which is reviewed on a routine basis. Business ethics, diversity, and talent management are additional key subjects related to sustainability that are discussed by our board. Further, our compensation committee has structured our compensation program to balance financial results with Olin’s achievement of annual goals relating to environmental impact, safety, sustainability, and ethical conduct. We also have engaged with the shareholders on sustainability matters.

For information about how we manage our commitments to Responsible Care® and sustainability, please visit the Corporate Responsibility page of our website at www.olin.com/corporate-responsibility.
EXECUTIVE OFFICERS
The below table provides information regarding our executive officers as of February 26, 2021:
Name and Age
Title
Served as  an Olin
Officer Since
John E. Fischer (65)Executive Chairman of the Board2004
Scott M. Sutton (56)President and CEO2020
Pat D. Dawson (63)Executive Vice President and President, Epoxy & International2015
Brett A. Flaugher (56)Vice President and President, Winchester2018
Damian Gumpel (46)Vice President, Chlor Alkali Products and Vinyls2020
Valerie A. Peters (57)Vice President, Human Resources2018
Todd A. Slater (57)Vice President and CFO2005
Randee N. Sumner (47)Vice President and Controller2014
James A. Varilek (62)
Executive Vice President and Chief Operating Officer
2015
Teresa M. Vermillion (45)Vice President and Treasurer2018
No family relationship exists between any of the above NEOs or our directors. Such officers were elected to serve, subject to our Bylaws, until their respective successors are chosen.
All executive officers except Brett A. Flaugher, Damian Gumpel, Valerie A. Peters, Scott M. Sutton and Teresa M. Vermillion have served as executive officers of Olin for more than five years and all executive officers except Scott M. Sutton have been employed by Olin for more than five years.
Pat D. Dawson was appointed Executive Vice President of Olin and President, Epoxy & International effective October 5, 2015. From 2013 through October 4, 2015, he was Senior Vice President, Epoxy and Corporate Project Development; from September 2009 to July 2013, he served as the President of Dow Asia Pacific; and from January 2004
26

to September 2009, he served as Group President for the Polyurethanes Business, all at The Dow Chemical Company. His career began at Dow in 1980.
John E. Fischer became Executive Chairman of the Board of Directors of Olin effective September 1, 2020. From April 27, 2017 to August 31, 2020, he served as Chairman, President and CEO; from May 1, 2016 to April 26, 2017, he served as President and CEO; from May 2014 to April 30, 2016, he served as President and Chief Operating Officer; from October 2010 until May 2014, he served as Senior Vice President and CFO; from May 2005 to October 2010, he served as Vice President and CFO; and from June 2004 until May 2005, he served as Vice President, Finance and Controller, all at Olin.
Brett A. Flaugher was appointed Vice President of Olin and President, Winchester effective January 1, 2018, and assumed his current duties in October 2016. From January 2003 until September 2016, he served as Vice President, Marketing & Sales at Winchester. He joined Olin in 1986 as a Sales Representative in the Winchester Ammunition Division for the Texas and Oklahoma area and held a number of positions of increasing responsibility within Winchester’s sales and marketing department.
Damian Gumpel was appointed Vice President of Olin and President, Chlor Alkali Products and Vinyls effective December 15, 2020, and assumed his current duties in April 2019. From August 2017 through March 2019, he served as Vice President, Global Caustic, KOH, and Vinyls; from January 2016 through July 2017, he served as Vice President, Global Caustic and Vinyls; and from October 5, 2015 to December 2015, he served as Commercial Director, U.S. Gulf Coast–Chlor Alkali and Vinyls, all at Olin. From January 2015 to October 4, 2015, he served as Commercial Director, U.S. Gulf Coast–Chlor Alkali and Vinyls; from January 2014 to December 2014, he served as Marketing Director, U.S. Gulf Coast–Chlor Alkali and Vinyls; from July 2012 to December 2013, he served as Global Commercial Director, EDC/VCM/HCl; from September 2011 through June 2012, he served as North American Product Director, Caustic Soda; and from July 2009 to August 2011, he served as North America Business Manager, Oxygenated Solvents, all at The Dow Chemical Company. Prior to that, he served in various positions from Analyst to Senior Manager at Accenture.
Valerie A. Peters was appointed Vice President, Human Resources of Olin effective September 1, 2018. From March 2018 through August 2018, she served as Vice President, Human Resources—Corporate and Shared Services; from March 2016 to February 2018, she served as Senior Director, Human Resources; from January 2013 to February 2016, she served as Director, Human Resources—Corporate; from December 2007 through December 2012, she served as Director Human Resources, Winchester; and from December 2001 to November 2007, she served as Director Human Resources, Brass and Winchester, all at Olin. Her Olin career began in 1991.
Todd A. Slater was appointed Vice President and CFO of Olin effective May 4, 2014. From October 2010 until May 3, 2014, he served as Vice President, Finance and Controller; and from May 2005 until September 2010, he served as Vice President and Controller, all at Olin.
Randee N. Sumner was appointed Vice President and Controller of Olin effective May 4, 2014. From December 2012 until May 3, 2014, she served as Division Financial Officer for Chemical Distribution; from 2010 until December 2012, she served as Assistant Controller; from 2008 to 2010, she served as Director, Corporate Accounting and Financial Reporting; and from 2006 to 2008, she served as Manager, Corporate Accounting and Financial Reporting, all at Olin.
Scott M. Sutton became President and Chief Executive Officer of Olin effective September 1, 2020, having joined Olin’s Board of Directors on September 19, 2018. Prior to that, he served as President and Chief Executive Officer and a member of the board of directors of Prince International Corporation from December 2019 through July 2020. From March 2017 to February 2019, he served as Chief Operating Officer; from June 2015 to February 2017, he served as Executive Vice President and President, Material Solutions; from January 2015 to June 2015, he served as Vice President, Supply Chain and General Manager, Engineered Materials; from March 2014 to January 2015, he served as Vice President of Supply Chain; and from August 2013 to March 2014, he served as Vice President, Acetic Acid and Anhydride, all at Celanese Corporation.
James A. Varilek was appointed Executive Vice President and Chief Operating Officer of Olin effective April 1, 2019. From October 5, 2015 through March 2019, he served as Executive Vice President of Olin and President, Chlor Alkali Vinyls and Services. From November 2013 to October 4, 2015, he served as President of the U.S. Chlor Alkali & Vinyl Business and in March 2015, he assumed additional responsibilities as Chief Operating Officer of Dow Chlorine Products; from December 2010 to November 2013, he was Business Vice President for the Dow Services Business, adding Vice President for Procurement in July 2013; from November 2008 to December 2010, he was Vice President for Business Services, Advanced Materials Division; and from February 2006 to November 2008, he was Vice President of Global Supply Chain, all at The Dow Chemical Company. His career began at Dow in 1982.
Teresa M. Vermillion was appointed Vice President and Treasurer of Olin effective February 1, 2018. From October 2015 through January 2018, she served as Vice President, Tax; and from July 2010 through September 2015,
27

she served as Director, Tax Planning and Financial Analysis, all at Olin. Prior to that, she was a Senior Tax Manager at Ernst & Young.
28

COMPENSATION DISCUSSION AND ANALYSIS
____________________
Page

29



Introduction
This Compensation Discussion and Analysis (CD&A) describes, in detail, our executive compensation philosophy and the compensation programs in which our senior executive team participates. The CD&A explains the decisions the compensation committee of our board of directors (committee) made under those programs for 2020, and the factors it considered in making those decisions. The CD&A focuses on the compensation paid to our NEOs as they are determined under SEC rules. Our NEOs for 2020 were:
NameTitle
John E. Fischer
Executive Chairman of the Board
Scott M. SuttonPresident and CEO
Todd A. Slater
Vice President and CFO
Pat D. Dawson
Executive Vice President and President, Epoxy & International
James A. Varilek
Executive Vice President and Chief Operating Officer
Brett A. Flaugher
Vice President and President, Winchester
During 2020, Olin hired Scott Sutton to be our new President and CEO, effective September 1, 2020. Mr. Fischer, who will reach mandatory retirement age during the second quarter of 2021, remains Executive Chairman of the Board through April 22, 2021. We anticipate that Mr. Sutton will become Executive Chairman of the Board at Olin’s 2021 annual meeting of our shareholders.
As described on page 34 under the heading “Agreement with our New President and CEO,” our committee believes Mr. Sutton’s sign-on compensation package for 2020 is strongly performance-based. Specifically, his initial equity award of performance shares is structured so it is not eligible to vest unless Olin’s stock price reaches $25 per share (the threshold share price) for 45 consecutive trading days before December 31, 2023. The target stock price of the initial equity award is $40. In addition, our committee and Mr. Sutton agreed to a 2021 compensation package which heavily weights performance share and stock option awards under Olin’s 2018 Long-Term Incentive Plan (LTIP). In the aggregate, our committee believes Mr. Sutton’s compensation package reflects very strong shareholder alignment and Mr. Sutton’s and our committee’s confidence in Olin’s future.

Compensation Best Practices
To enhance investor understanding of our compensation decision making, we summarize below certain executive compensation practices we have implemented to reinforce our objectives and drive Olin performance. We also identify practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

We align executive
compensation with the
interests of our shareholders
compensationbestpracticesba.jpg
Pay for Performance by Ensuring that Executive Compensation is Largely Contingent on Results (pages 30-31)

Target Compensation Opportunities to the Midpoint of Market Practices (page 34)

Updated Performance Share Program correlates 50% of these awards with Relative Total Shareholder Return and 50% with Net Income (pages 38-39)

Require Double-Triggers for Payments and Early Vesting of Equity Awards Under the Executive Change in Control Severance Plan (pages 61-62)
We design our executive
compensation programs to
foster sustainable growth
without excessive risk taking
compensationbestpracticesbc.jpg
Maintain a Clawback Policy (page 40)
Regularly Assess the Risk Inherent in Our Compensation Policies and Programs (page 41)
Impose Robust Share Ownership Guidelines (page 42)
30

We adhere to the best
practices in executive
compensation
compensationbestpracticesba.jpg
Utilize an Independent Compensation Consulting Firm, which Provides No Other Services to Olin (pages 31-32)

Offer Change in Control Protection that Complies with Prevailing Good Governance Standards, Including No Excise Tax Gross-Up (page 63)

Permit No Repricing of Underwater Stock Options

Exclude the Value of Equity Awards in Pension or Severance Calculations

Extend No Perquisites to NEOs, except $1,192 excess liability insurance premium
 
At the 2020 annual meeting of our shareholders, we held an advisory vote on executive compensation. Approximately 97.7% of the shares voted were cast in support of our 2020 executive compensation and related disclosures. The committee viewed the results of this vote as general broad shareholder support for our executive compensation program. While we made no changes to our executive compensation program as a result of that vote, our committee continuously evaluates our executive compensation program and makes changes to respond to market trends and other relevant factors.

Pay for Performance
We understand that there are different ways to view “pay for performance.” In the following sections, we highlight how our committee thinks about executive pay and Olin performance, and why we believe our executive compensation programs are appropriately aligned with results that benefit our investors.
Compensation Program Construction
Our executive compensation program is designed to align with the long-term interests of our shareholders, to reward employees for producing sustainable growth, and to attract and retain world-class talent that will ensure we succeed. Our committee strongly believes that these objectives will be fulfilled if executive compensation—pay opportunities and pay actually realized—is tied to Olin’s results. Our committee measures Olin’s performance in two primary ways for purposes of establishing executive compensation:
our financial results, particularly our adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA), Adjusted Cash Flow and Working Capital (see pages 35-37), and
our relative total return to shareholders over time.
By tying our executives’ pay to Olin’s actual results, our compensation programs (i) align our executives’ interests with those of our shareholders and (ii) induce our management team to achieve our most important goals.
Our total direct compensation package comprises three elements:
base salary;
annual cash incentive; and
long-term incentive (equity-based) compensation.
Each NEO has a target total compensation opportunity that is reviewed annually by our committee to ensure its alignment with Olin’s pay-for-performance objectives. As the following chart shows, 72% of the target annual direct compensation for our NEOs (other than our current CEO) varies with our financial performance. Mr. Sutton’s 2020 equity award has a different structure than the other NEOs; so, with respect to Mr. Sutton, the following chart uses his anticipated 2021 target equity award to provide a more meaningful comparison. See “Agreement with our New President and CEO” for more on Mr. Sutton’s award structure.

31

NEO TARGET COMPENSATION
image1.jpg
image4.jpg
2020 Results
2020 was a challenging year because of the global COVID-19 pandemic and its impact on the global economy, and Olin was not immune. Although both revenues and operating income declined in 2020 compared to 2019, Olin made no adjustments to its financial targets.
Like many companies, to navigate the COVID-19 challenges to operations, Olin implemented strict safety and wellness protocols that included remote work, mask and enhanced PPE requirements, social distancing and enhanced hygiene requirements in addition to flexible scheduling and a robust and comprehensive internal communications strategy. All protocols remain active.
Despite the difficult operating conditions, there were a number of non-financial achievements in 2020, many of which will benefit Olin in future years. Specifically, in 2020 we achieved our best full-year safety and environmental performance since 2015. Total Olin Responsible Care events, which include safety, environmental, process safety and distribution declined by 27%. Individual safety events declined by 21% and environmental events declined by 14%. In addition, for the fourth consecutive year there were no life events. Management also exceeded its targeted productivity improvements by 20% and, with the corporate organization driving the initiative to improve working capital, all business segments exceeded working capital targets in 2020. We successfully completed the multi-year implementation of a new enterprise resource planning, manufacturing, and engineering system and the related infrastructure costs in 2020. Olin’s inaugural sustainability report: “Sustainability: Strong Roots, Strong Future,” was published describing a holistic commitment to environmental, social and governance performance. On October 1, 2020, Winchester successfully began operating the Lake City Army Ammunition Plant (LCAAP) and made its first deliveries to the U.S. Army during the quarter.

Our Compensation Committee
Our committee is the body primarily responsible for overseeing compensation to our senior officers. Our committee consists of directors who are independent under the NYSE listing criteria. Our committee establishes total compensation opportunities (and each of the individual elements) for our CEO, and approves compensation for our other executive officers, including our NEOs, based on recommendations by our CEO.
To assist in performing its duties, our committee engages Exequity LLP (Exequity), an independent board and management advisory firm. In engaging Exequity, our committee considered a number of factors in assessing Exequity’s
32

independence, including the facts that Exequity performs no other work for Olin, that none of Exequity’s consultants owns stock in Olin, and that Exequity’s consultants have no other business interests with any Olin officer or director. In the past several years, our committee discussed its compensation philosophy with Exequity, but otherwise did not impose any specific limitations or constraints on, or otherwise direct, the manner in which Exequity performed its advisory services.
As advisor to our committee, Exequity:
reviewed the total compensation strategy and pay levels for our NEOs;
examined all aspects of our executive compensation programs to ensure their ongoing support of our business strategy;
informed our committee of developing legal and regulatory considerations affecting executive compensation and benefit programs; and
provided general advice to the committee on all compensation decisions pertaining to our CEO and to all senior executive compensation recommendations submitted by management.
Our committee routinely meets in executive session (without our CEO or other officers present). As appropriate, Exequity attends some of those executive sessions. In addition to our committee’s retention of Exequity, Olin periodically retains one or more other compensation consulting firms to provide general services, such as actuarial services for pension plans.

Benchmarking
In designing and implementing our executive compensation programs, it has been our committee’s practice to review compensation data from a peer group that is adjusted periodically in consultation with Exequity. We refer to this group as the “comparator group.” For awards made in 2020, the comparator group comprised a community of 24 chemical companies that align reasonably with Olin’s revenues, industry affiliation and corporate structure:

Air Products and Chemicals, Inc.H.B. Fuller Company
Albemarle CorporationHuntsman Corporation
Ashland Global Holdings, Inc.Ingevity Corporation
Avient Corporation (formerly PolyOne Corporation)International Flavors & Fragrances, Inc.
Axalta Coating Systems Ltd.PPG Industries, Inc.
Cabot CorporationRPM International, Inc.
Celanese CorporationThe Chemours Company
CF Industries Holdings, Inc.The Mosaic Company
Eastman Chemical CompanyThe Scotts Miracle-Gro Company
Ecolab Inc.The Sherwin-Williams Company
Element Solutions, Inc. (formerly Platform Specialty Products Corporation)W. R. Grace & Co.
FMC CorporationWestlake Chemicals Corporation
Our committee annually evaluates the comparator group composition and makes adjustments as appropriate. For 2021, our committee determined to retain the same comparator group.

What We Pay and Why: Elements of Compensation
We extend to our executives three elements of total direct compensation: base salary; annual cash incentive; and long-term equity awards, plus a limited number of benefits that commonly are available to senior management at other companies of similar stature. The chart below illustrates that 80% of the actual 2020 total direct compensation of our NEOs was tied to Olin’s performance.
33

TOTAL DIRECT COMPENSATION
image3.jpg
Elements of Total Compensation
Below are the primary elements of our executive compensation, together with relevant information about each element:
Compensation
Element
PurposeFactors Used to
Determine Amount
Annual Base
Salary
•    Rewards day-to-day value of executives consistent with the market
•    Median salaries of the comparator group
•    Scope of responsibilities
•    Time in position
•    Value of the employee in the market
•    Individual performance
Annual
Cash Incentive
Award (STIP)
•    Ties compensation to the achievement of short-term company goals and objectives
•    Motivates executives to achieve short-term financial targets and non-financial strategic objectives
•    Communicates key goals of the company to executives
•    Criteria for corporate NEOs:
1.    Adjusted EBITDA and Adjusted Cash Flow (2020); Adjusted EBITDA and Levered Free Cash Flow (2021)
2.    Performance on key non-financial objectives that we believe are important to our long-term success
•    Criteria for NEOs with divisional responsibility:
1.    Adjusted Division EBITDA, Adjusted Division Cash Flow and Working Capital (2020); Adjusted Division EBITDA and Adjusted Division Cash Flow (2021)
2.    Overall corporate performance
3.    Performance on key non-financial objectives that we believe are important to our long-term success
Long-Term
Incentive Award (LTIP)
•    Ties compensation to investor returns
•    Motivates executives to achieve long-range goals that benefit shareholders
•    Aligns financial interests of executives and shareholders
•    Performance share payouts for NEOs and other executive officers based on our performance on key metrics (as defined below)
•    Level of target awards for each NEO based on practices of comparator group
Retirement and Severance
Benefits
•    Allows us to retain and compete for strong employee talent
•    Ensures that executive officers are personally indifferent to the outcome of a transaction in a change in control situation
•    Programs offered by competitors
•    Employee’s length of service for defined benefits were frozen on 12/31/07 for Olin plans and on 10/5/15 for the former Dow plans, which continue to accrue interest
•    Salary and cash incentive
34

Our committee determines the total target direct compensation level for our CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group. Our CEO relies on comparator group standards to recommend, for our committee’s review and approval, the target levels and mix of elements for the balance of our executive officers. Although our committee is not bound to mirror the comparator group standards when it makes decisions on compensation levels and the mix of elements, our committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. Our committee also reviews the relationship between our CEO’s compensation and the compensation for our other NEOs. In connection with establishing 2020 compensation, our committee determined that internal pay relationships were appropriate and reflected the typical CEO-NEO pay relationships at other companies.
As a guideline, our committee intends that the base salaries, total cash compensation (salary and annual cash incentive), and total compensation opportunities (total cash compensation plus the grant date value of long-term incentive awards) extended to our NEOs as a group approximate the market median of the comparator group practices. Our committee believes that managing total target pay to the market median for the comparator group allows us to attract, motivate, and retain the quality executive talent Olin needs. Pay levels for any individual NEO, however, may be below or above the market median of the comparator group for that executive’s particular role. Because Mr. Sutton’s 2020 equity award is structured in a different way than the other NEOs, with respect to Mr. Sutton, the following chart uses his anticipated 2021 target equity award to provide a more meaningful comparison. See the heading “Agreement with our New President and CEO” for more information on Mr. Sutton’s award structure.
NEO 2020 Target Compensation Against Market Median
image2.jpg
Agreement with our New President and CEO
Effective on September 1, 2020, we entered into an offer letter and equity award agreement (Equity Award Agreement) with Mr. Sutton in connection with his becoming President and CEO. From that date, Mr. Sutton received no further compensation for his service as a member of our board. Mr. Sutton receives:
an annual base salary of $750,000;
a 2021 annual target incentive opportunity pursuant to Olin’s STIP equal to 130% of base salary (with a maximum payout amount equal to 200% of target); and
a 2021 annual long-term incentive award pursuant to Olin’s 2018 LTIP with a target grant date value of $6,000,000 allocated 50% to stock options (not to exceed 750,000 option shares in accordance with the annual per participant limit under Olin’s 2018 LTIP) and the balance to performance shares (with such performance shares divided equally between units awarded based on (i) relative total shareholder return and (ii) achievement of net income targets).
35

The Equity Award Agreement also provided for a one-time grant of a target number of 250,000 performance shares under Olin’s LTIP. As shown in the table below, the number of performance shares that vest can range between 0 and 500,000, subject to Mr. Sutton’s continued employment (except in limited circumstances) and the achievement of an average Olin common stock price ranging from $25 to $55 per share, with a target average common stock price of $40 per share, over any consecutive 45 trading days during the period commencing on September 1, 2020 and ending on December 31, 2023. Except as set forth above, Mr. Sutton did not receive any other annual or long-term equity or cash incentive awards in 2020, including under the STIP or LTIP.

Stock Price
Shares Vesting
Below Threshold
<$25.00
0
Threshold
$25.00
125,000
Target
$40.00
250,000
Maximum
$55.00
500,000
Mr. Sutton was required to relocate to corporate headquarters in Clayton, Missouri. In connection with such relocation and certain costs associated with the resignation of his then-current employment, Mr. Sutton received a $100,000 relocation payment, which is subject to repayment if he voluntarily terminates employment prior to September 1, 2022. Mr. Sutton is eligible for other benefits generally provided to other senior executives of Olin, including benefits under the Olin Corporation Severance Plan for Section 16(b) Officers and the Olin Corporation Change in Control Severance Plan for Section 16(b) Officers. See the heading “Executive Severance Plans” for more on these plans.
Salary
Our committee normally adjusts NEO salaries annually to reflect merit, promotion or change in role and changes in market rates for the job. No increase in base salary is automatic or guaranteed. The frequency of adjustments, in fact, has been extended to 18 months or more when warranted by cash flow or other considerations, and on occasion we have frozen executive base salaries for extended periods of time. For example, for 2020, we froze base salaries at 2019 levels for all NEOs (as well as for other officers and LTIP participants).
Short-Term Incentive Program (Non-equity Incentive Program Compensation)
STIP Overview. Our committee makes annual cash awards under our STIP. Actual STIP payouts are determined based on our achievement against our financial performance targets and our non-financial goals, as discussed below.
For the financial portion of the STIP award, no payments are made for any financial target if the actual financial performance is below 75% (threshold) of the target. Payouts for all financial performance metrics under the STIP are discretionary if the Adjusted EBITDA threshold (75% of Adjusted EBITDA target) is not met. Achievement of 75% of a financial target results in a 50% payout of the portion of the target STIP award allocated to that target. For each 1% that actual financial performance exceeds the 75% threshold (up to the target level), the STIP payment is increased by 2%. In addition, for each 1% by which the actual financial performance exceeds the financial targets (100%), the payout is increased by 4%. The total STIP payout for an NEO cannot exceed 200% of that individual’s target STIP award.
Payouts based on achievement of non-financial objectives are independent of achievement of financial targets.
For 2020, 80% of the target STIP awards for all officers (including our NEOs) were based on financial targets and 20% of the target STIP awards were based on non-financial objectives. The following table illustrates the portion of each NEO’s target STIP award based on corporate and division financial targets and non-financial objectives for 2020:


Corporate/Division
Financial Targets
Corporate/Division
Non-Financial
Objectives
Total
NEOs without Divisional Responsibility80% / 0%20% /  0%100%
NEOs with Divisional Responsibility20% / 60%5% / 15%100%

As set forth in the table above, for Messrs. Fischer and Slater, our NEOs with corporate-wide responsibility, target STIP awards were based 80% on corporate financial targets and 20% on corporate non-financial objectives. Mr. Sutton did not receive an award under the STIP program for 2020.
For Messrs. Dawson, Flaugher and Varilek, target STIP awards were based 25% on corporate results and 75% on division results. Of the 75% component related to division results, 20% (or 15% of the total target STIP award) related to
36

division non-financial objectives and the remaining 80% (or 60% of the total target STIP award) was based on Adjusted Division EBITDA, Adjusted Division Cash Flow and Working Capital. For Mr. Varilek, who had responsibility for both Chemicals businesses (Chlor Alkali Products and Vinyls (CAPV) and Epoxy) in 2020, his division Adjusted EBITDA financial targets and achievement against those targets were weighted equally between the CAPV and Epoxy divisions.
Financial Targets and Performance Against Objectives. Our committee established goals for each of the performance measures relevant to our NEOs. The table below provides information on each financial performance measure, including a weighting, performance target (100%), performance threshold (75%), performance maximum (125%), 2020 actual performance and related payout percentage earned. Dollar amounts in the table below are shown in millions.

2020
Performance
Measure
WeightingPerformance
Target (100%)
Performance
Threshold (75%)
Performance
Maximum (125%)
Actual
2020
Performance
Actual 2020
Payout
Percentage
Adjusted EBITDA—Corporate
65%$776.5 $582.4 $970.6 $543.7 0%
Adjusted Cash Flow—Corporate
15%$(382.0)$(477.5)$(286.5)$(537.0)0%
Adjusted EBITDA—CAPV Division
65%$748.6 $561.5 $935.8 $454.9 0%
Adjusted EBITDA—Epoxy Division
65%$166.5 $124.9 $208.1 $131.5 37.7%
Adjusted Cash Flow—CAPV & Epoxy (Chemicals)
10%$742.5 $556.9 $928.1 $498.9 0%
Working Capital — CAPV & Epoxy (Chemicals)
5%$126.2 $94.7 $157.8 $153.2 9.3%
Adjusted EBITDA—Winchester
65%$69.9 $52.4 $87.4 $125.9 130%
Adjusted Cash Flow—Winchester
10%$73.4 $55.1 $91.8 $147.7 20%
Working Capital — Winchester
5%$38.3 $28.7 $47.9 $66.7 10%
For 2020, in calculating Adjusted EBITDA, we used 2020 EBITDA excluding the effect of the following special charges, gains and losses (which were reflected in our 2020 EBITDA): (i) a goodwill impairment charge of $699.8 million, (ii) restructuring charges of $4.1 million, and (iii) $0.8 million pretax gain on the sale of land.
Adjusted Cash Flow represents our after-tax operating cash flows of the business, including interest paid and changes in working capital, reduced by capital expenditures and payments under long-term supply contracts.
Change in Working Capital represents cash generated from or consumed by our current assets and current liabilities during the year. For 2020, we used the change in current assets and current liabilities included in cash flows from operations, excluding the following: (i) the initial LCAAP working capital investment, (ii) the capital expenditures non-cash reclassification, (iii) accounts receivable factoring, and (iv) the timing effect of income taxes.
Our committee set the performance goals before the economic impact on our business of the COVID-19 pandemic could be known. Over the course of 2020, managing working capital became an important corporate-wide imperative led by our CEO and CFO and supported by other NEOs that was not included in our committee’s corporate goals. Our committee determined it was appropriate to recognize corporate-wide efforts to manage working capital because doing so helped Olin maximize financial flexibility and supported Olin’s assumption of operational control of the LCAAP. During 2020, Olin reduced working capital by approximately $142 million, which included an approximately $67 million investment in working capital to support LCAAP operations. The additional discretionary amounts included in the total STIP payouts in recognition of working capital performance for our NEOs were: Mr. Fischer ($149,500); Mr. Slater
37

($47,500); Mr. Dawson ($14,750); Mr. Varilek ($12,000); and Mr. Flaugher ($4,500). Total discretionary payments to our NEOs were $228,250.
As described above, for our NEOs, the 80% portion of the STIP target award related to financial targets would be paid at the target award level (set forth in the Grants of Plan-Based Awards table) if our Adjusted EBITDA and Adjusted Cash Flow equal the financial performance targets. If any of the three metrics fall above or below the target level, our committee adjusts the STIP cash payment as described above. In the event that actual Adjusted EBITDA is below the threshold level (75%) of the target Adjusted EBITDA, all STIP payments for the financial portion of the STIP award (80% in 2019) are discretionary.
Our NEOs with corporate-wide responsibility (Messrs. Fischer and Slater) did not receive any STIP payment for Adjusted EBITDA–Corporate or Adjusted Cash Flow–Corporate. As indicated above, our committee did make a discretionary STIP award to each of Messrs. Fischer and Slater for their contribution to the significant improvement in 2020 working capital on a company-wide basis, equivalent to 10% of their respective target bonuses.
As noted above, for Mr. Dawson, who had Epoxy division responsibility for 2020, his division financial targets and achievement against those targets represented achievement of 37.7% for Adjusted Division EBITDA, 0% for Adjusted Chemicals Cash Flow and 9.3% for Working Capital – Chemicals. As indicated above, in connection with company-wide working capital performance, Mr. Dawson received an additional discretionary payout equivalent to 2.5% of his target bonus.
For Mr. Varilek, who had responsibility for both Chemicals businesses for 2020, his division financial targets and achievement against those targets represented achievement of 0% for Adjusted Division EBITDA–CAPV, 37.7% for Adjusted EBITDA–Epoxy, 0% for Adjusted Chemicals Cash Flow and 9.3% for Working Capital – Chemicals. As indicated above, in connection with company-wide working capital performance, Mr. Varilek received an additional discretionary payout equivalent to 2.5% of his target bonus.
For Mr. Flaugher, who had Winchester division responsibility for 2020, his division financial targets and achievement against those targets represented achievement of 130% for Adjusted Winchester Division EBITDA, 20% for Adjusted Winchester Division Cash Flow and 10% for Working Capital – Winchester. As indicated above, in connection with company-wide working capital performance, Mr. Flaugher received an additional discretionary payout equivalent to 2.5% of his target bonus.
Non-Financial Objectives. In 2020, safety and environmental, operation and strategic goals comprised 20% of the STIP award opportunity for our NEOs.

Performance GoalCorporateCAPVEpoxyWinchester
PossibleAchievedPossibleAchievedPossibleAchievedPossibleAchieved
Operational Goals5%5%5%5%5%4.5%5%5%
Strategic Goals5%5%5%5%5%5%5%5%
Safety and Environmental Goals10%10%10%10%10%9%10%6%
Total20%20%20%20%20%18.5%20%16%
For 2020, Messrs. Fischer and Slater earned 20% of their target STIP award, out of a possible 20%, related to achievement of non-financial objectives. Messrs. Dawson, Varilek and Flaugher earned 18.9%, 19.5% and 17%, respectively, of their target STIP award, out of a possible 20% related to achievement of non-financial objectives.
2021 STIP Changes. In December 2020, our committee approved changes to the STIP for awards made in 2021. The financial metrics for 2021 awards will consist of Adjusted EBITDA (60%), Adjusted Cash Flow (20%) and Non-Financial Objectives (20%) for NEOs with Division responsibility. For NEOs without Division responsibility, the metrics will consist of Adjusted EBITDA (50%), Levered Free Cash Flow (cash flow after interest, working capital and capex) (30%) and Non-Financial Objectives (20%). The addition of the Levered Free Cash Flow target is being made to encourage a focus on generating free cash flow to be used for debt repayment and other items.
Long-Term Incentive (Equity) Compensation
In 2020, we allocated the value of long-term incentive (equity) compensation awards equally between performance shares and stock options.
38

Why Stock Options?
Why Performance Shares?
•    Performance-based because their value is solely tied to Olin’s stock price, which directly correlates to our shareholders’ interests.
•    Fosters an environment focused on long-term growth and shareholder value creation.
•    Declines in stock price following the grant of stock options detrimentally impact executive pay (i.e., when a stock option is “underwater” it has no value).
•    Highly valued by employees; an important retention tool.
•    Performance-based both because the number of shares earned depends on performance against pre-defined financial goals and the value of the shares fluctuates based on the stock price.
•    Motivates decision making that maximizes performance over a multi-year timeframe.
•    Tied to key financial metrics—relative total shareholder return and net income.
•    Coordinates the activities of all award recipients (including our NEOs) in support of long-term organizational value enhancement.
All long-term incentive (equity) compensation plan participants, including NEOs, are assigned target award levels consistent with the competitive data analysis described above under the heading “Benchmarking.”
The target equity award levels for 2020 were:
NEO
Target Award
John E. Fischer$5,750,000 
Scott M. SuttonN/A
Todd A. Slater$1,250,000 
Pat D. Dawson$1,500,000 
James A. Varilek$1,190,000 
Brett A. Flaugher$319,000 
These target awards are allocated equally between stock options and performance shares. The process our committee follows to determine the level of the actual stock option awards and the formula for actual performance share payouts is described below.
Performance Shares. Half the value of each participant’s 2020 long-term incentive target award value was delivered in performance shares. The target number of performance shares awarded to each NEO was formulated by dividing half the participant’s target award value by the fair market value of our common stock (the average of the high and low per share sales price of our common stock on the NYSE on the grant date). The total number of performance shares that vest and will be paid to each NEO from awards made in 2020 will vary between 0 and 200% of his target number.
Half of the target number of performance shares will be earned based on our relative shareholder return (TSR) over the three-year period ending December 31, 2022. The comparison of our TSR over that period will be made relative to the community of companies in the S&P 1000 Material Index, plus two selected direct competitors–Occidental Petroleum Corporation and Westlake Chemical Corporation. We refer to this group of companies as the Performance Share Comparison Group. The remaining half of the target number of performance shares will be earned based on our actual net income compared to the net income goal set by our committee for the same three-year period. The following charts identify the relationship between the target number of Performance Shares earned and performance generated:

If Olin’s TSR for a Performance Cycle is:
The number of TSR Performance Shares paid as a
percentage of the target TSR Performance
Share Award will be:
At or above the 80th Percentile of the Performance Share Comparison Group
200%
Above the 50th Percentile, but below the 80th Percentile of the TSR for the Performance Share Comparison Group
100% of the target number of TSR Performance Shares plus 3.33% of the target number of TSR Performance Shares for each incremental percentile position above the 50th Percentile

39

If Olin’s TSR for a Performance Cycle is:
The number of TSR Performance Shares paid as a
percentage of the target TSR Performance
Share Award will be:
At the 50th Percentile of the TSR for the Performance Share Comparison Group
100% of the target number of TSR Performance Shares
Above the 20th Percentile, but below the 50th Percentile of the TSR for the Performance Share Comparison Group
25% of the target number of TSR Performance Shares plus 2.5% of the target number of TSR Performance Shares for each incremental percentile position above the 20th Percentile
At the 20th Percentile of the TSR for the Performance Share Comparison Group
25% of the target number of TSR Performance Shares
Below the 20th Percentile of the TSR for the Performance Share Comparison Group
0%
 
If Olin’s Net Income for a Performance Cycle is:The number of Net Income Performance Shares
paid as a percentage of the target Net Income
Performance Share Award will be:
At least 140% of the Net Income Goal200%
More than 100% but less than 140% of the Net Income Goal100% of the target number of Net Income Performance Shares plus a proportionate number of target Net Income Performance Shares determined using linear interpolation
100% of the Net Income Goal100%
More than 60% but less than 100% of the Net Income Goal50% of the target number of Net Income Performance Shares plus a proportionate number of target Net Income Performance Shares determined using linear interpolation
60% of the Net Income Goal50%
Less than 60% of the Net Income Goal0%
Stock Options. The remaining half of each participant’s long-term incentive (equity) target award value is delivered in stock options. The number of shares is determined by dividing half the value of the overall long-term incentive award target by the Black-Scholes value of options for our common stock (not to be lower than 20% of the then-current market price of our common stock).
Our committee typically approves option awards at the first committee meeting each year. In 2020, the first committee meeting was January 23, 2020. At that meeting, the committee approved the granting of options effective on February 18, 2020. The exercise price on February 18, 2020 was $17.33 per share, the average of the high and low per share sales price of our common stock on the NYSE on that date. These awards were made consistent with past practice in which the awards have:
a grant effective date approximately 10 business days after the release of year-end earnings; and
an exercise price equal to fair market value on the grant effective date.
This practice ensures that the exercise price for stock options reflects full disclosure of prior year earnings information. We have not engaged in “back dating” of options, as our policies do not allow back dating. In addition, our equity plans do not permit option grants with an exercise price below the fair market value of our stock on the effective date of the option grant.
Our CEO also has authority to grant a limited number of options and restricted stock units at other times during the year. The aggregate grants to any one employee during the year cannot exceed 5,000 options or 5,000 restricted stock units. The aggregate grants to all employees by our CEO during the year cannot exceed 100,000 options or 60,000 restricted stock units. Our CEO may not grant options or restricted stock units to anyone who is an officer within the definition of the rules under Section 16 of the Exchange Act, or “back date” any options. Consistent with the terms of our equity plans, options granted by our CEO may not have an exercise price below the fair market value of our stock on the effective date of the option grant.
Restricted Stock. Our committee does not award restricted stock or restricted stock units to NEOs on a regular basis. As noted above, in 2020, our committee froze salaries at 2019 levels for NEOs and other senior employees. In lieu of a 2020 salary adjustment, our committee awarded restricted stock units on January 2, 2020, vesting on January 2,
40

2023 (or the employee’s earlier retirement), to those senior management employees affected by the salary freeze. For the NEOs, the number of shares of restricted stock issuable upon vesting of these restricted stock units represents approximately 3% of base salary, calculated based on the fair market value of our stock on the grant date, rounded to the nearest 10 shares.
Special Equity Awards. On September 1, 2020, our committee made a special award of a target number of 250,000 performance shares to Mr. Sutton in connection with his appointment as President and CEO as described under the heading “Agreement with our New President and CEO.” In addition, on February 18, 2020, our committee made a special award of a target number of 40,000 performance-based restricted stock units and 20,000 time-vesting restricted stock units to Mr. Flaugher. Of the performance-based restricted stock units, 20,000 vest based on achievement of certain cost objectives in connection with the transition of management of the LCAAP to Olin effective October 1, 2020, and the remaining 20,000 vest if certain LCAAP contract requirements are met, in each case subject to Mr. Flaugher’s continued employment. The time-vesting restricted stock units vest on the third anniversary of the grant date (February 18, 2023) if Mr. Flaugher remains employed by Olin (except in limited circumstances).
Clawback Policy
Each of our NEOs is subject to a clawback policy that applies to all of our executive officers. Amounts that we recover are not included in calculating that executive’s benefits under our Supplemental CEOP, and our recovery of amounts under the policy does not constitute an event that triggers benefits under our severance plans. In addition to the clawback policy, our equity plans provide that if a participant renders service to one of our competitors, discloses confidential information without our consent, or violates other terms of the plan, our committee may terminate any unvested, unpaid or deferred awards held by the participant, or may require the participant to forfeit benefits received under the plan within the six months before the participant’s action.
Other Compensation
We also offer a small number of other personal benefits to groups of employees, including our NEOs. We extend some benefits, such as a portion of health insurance premiums and certain retirement benefits, to all eligible employees. We tie the size and construction of these benefits to competitive practices in the market, a decision our committee believes enables us to attract and retain executives with the talents and skill sets we require. We provide other compensatory items, such as certain life insurance benefits and the retirement and change in control benefits described below, to our NEOs and other officers. Effective July 1, 2020, we terminated the Key Executive Life Insurance program.
Retirement Benefits. We offer retirement benefits as part of the package to recruit and retain employees. Our retirement benefits also reflect an individual’s contributions over his or her career with Olin, as those benefits are based on compensation. In general, we establish retirement benefits based on comparable programs offered by competitors. Our committee believes that retirement plans like ours are commonly provided to executives at other companies, and offering these benefits helps us remain competitive for qualified senior-level executive talent. We periodically re-evaluate and update those plans to respond to changes in the market.

The following chart summarizes the benefits under our active retirement plans for salaried employees. References to the “Code” are to the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Plan Title
Participants/Purpose
Benefits
Olin Corporation Contributing Employee Ownership Plan (“CEOP”)—Employee Savings AccountSalaried employees—to provide employees with a tax effective savings vehicle to save primarily for retirementEligible employees may make pre-tax 401(k) contributions, Roth 401(k) contributions and after-tax contributions to this Qualified Plan. They may contribute up to 80% of eligible compensation (subject to various Code limits, including the 2020 pre-tax and Roth 401(k) contribution limit of $19,500). Olin generally matches a portion of eligible compensation that the participant contributes to the plan

41

Plan Title
Participants/Purpose
Benefits
CEOP—Defined Contribution Retirement AccountSalaried employees—to provide retirement benefitsFor eligible employees, Olin makes contributions to the Defined Contribution Retirement Account based on a percentage of eligible compensation as defined in the plan
Supplemental CEOP—Employee Savings AccountSenior management—to compensate for Code limits applicable to the CEOPEligible employees may make pre-tax contributions on eligible compensation (as defined in the plan) in excess of Code limits and generally receive Olin matching contributions at the same percentages as the CEOP
Supplemental CEOP—Defined Contribution Retirement AccountSenior management—to compensate for Code limits applicable to the CEOPOlin also makes contributions on eligible compensation (as defined in the plan) in excess of Code limits at the same percentages as the CEOP Defined Contribution Retirement Account
The Supplemental CEOP is an unfunded, nonqualified deferred compensation plan for our NEOs and a select group of other senior management employees. Our committee believes that historically it was common for companies to offer these kinds of nonqualified retirement supplements to executives and offering these benefits has allowed us to remain competitive in the market for qualified senior-level executive talent. Because this plan is unfunded, participants receive benefits only if we have the financial resources to make the payments when due.
Severance and Change in Control Plans. We have historically provided change in control benefits to our senior management to ensure that our executives worked to secure the best outcome for shareholders in the event of a possible change in control, even if it meant that they lost their jobs as a result. Those change in control and severance plans are described under the headings “Potential Payments Upon Termination or Change in Control” and “Executive Severance Plans.”
Risk Assessment. Management and our committee regularly evaluate the risks involved with our compensation programs. In November 2020, we conducted a comprehensive risk assessment after compiling an inventory of incentive plans and programs and conducting an analysis of the risk associated with each. The assessment considered factors such as the plan metrics, number of plan participants, maximum payments, and risk mitigation factors. Exequity reviewed the risk assessment and advised our committee of its comfort with the level of risk inherent in Olin’s compensation programs. Based on our committee’s review of the risk assessment and Exequity’s input, our committee concluded that it did not believe any of our compensation programs or policies create risks that are reasonably likely to have a material adverse impact on Olin. Based on this conclusion, we implemented no material changes to our compensation policies or practices after our risk assessment.

Tax and Accounting Considerations
All elements of compensation, including salaries, generate charges to earnings under generally accepted accounting principles (“GAAP”). We generally do not adjust compensation based on accounting factors.
Our committee considers the deductibility of long-term and annual incentive awards in structuring our executive compensation program, to the extent practical. To hire and retain highly skilled executives and remain competitive, the committee also looks at other factors.
Code Section 409A implemented tax rules applicable to nonqualified deferred compensation arrangements, and Olin has taken steps to comply with such rules to the extent applicable.
As previously noted, Olin’s clawback policy allows recovery of all or a portion of payments under the annual cash incentive program and performance share awards from executives who participate in the annual cash incentive or the STIP. To recover compensation, our board or our committee must determine that the executive was grossly negligent or engaged in intentional misconduct that was a “significant contributing factor” to:
(i)    a restatement of our financial statements; or
(ii)    a significant increase in the value of that executive’s incentive awards.
42

Amounts recovered are not included in calculating that executive’s benefits under our Supplemental CEOP, and do not trigger benefits under our severance plans. In addition, our equity plans provide that if a participant renders service to a competitor, or discloses confidential information without our consent, or violates other terms of the plan, our committee may terminate any unvested, unpaid or deferred awards held by the participant, or may require the participant to forfeit benefits received under the plan within the six months before the participant’s action.
Our equity and severance plans do not provide any “gross-up” for the amount of excise tax, if any, due on “excess parachute payments” as defined under Code Section 280G. These benefits are described in more detail under “Potential Payments Upon Termination or Change in Control.”

Stock Ownership Guidelines
Our stock ownership guidelines require executive officers and certain other senior managers to maintain specified ownership levels of our stock within five years after the guideline applies. Once an officer or other employee covered by the guidelines meets his or her ownership target, such officer or other employee shall not later be deemed non-compliant solely based on a change in the share price of Olin stock. Stringent stock ownership requirements mitigate any risk that options may cause management to focus on short-term stock price movement.
Our committee monitors compliance with the stock ownership guidelines annually. To determine “stock ownership” under the guidelines, we include, in addition to shares the individual owns outright, restricted stock and restricted stock units, shares and phantom shares held in the executive’s CEOP and Supplemental CEOP accounts, and shares subject to vested stock options with an exercise price below the current market price. No unvested performance share awards are included in the determination of stock ownership.
Officer Title
Base Salary Multiple
President and CEO6
Executive Vice President/Senior Vice President3
Vice President2
All of our NEOs met the guidelines for 2020, to the extent applicable to them, based on the stock price as of March 31 of each calendar year. Calculation of the dollar amount used to determine compliance with the guidelines beginning in March 2021 will be based on the 365-day average price of our stock, rather than a point in time (i.e., March 31), which we believe results in a more accurate reflection of stock ownership for the period.
We describe our stock ownership guidelines for directors under the heading “Director Compensation.”
43

EXECUTIVE COMPENSATION

Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31, 2020, 2019 and 2018:
Name and
Principal
Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
(1)
($)
(d)
Stock
Awards
(2)
($)
(e)
Option
Awards
(2)
($)
(f)
Non-equity
Incentive
Plan
Compensation
(3)
($)
(g)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(4)
($)
(h)
All Other
Compensation
(5)
($)
(i)
Total
($)
(j)
John E. Fischer
Executive Chairman of the Board
2020$1,150,000 N/A$3,532,102 $2,730,000 $448,500 $22,921 $146,736 $8,030,259 
2019$1,150,000 N/A$2,378,340 $2,927,080 $299,000 $68,576 $331,045 $7,154,041 
2018$1,059,303 N/A$1,584,900 $1,893,570 $1,531,878 $— $270,692 $6,340,343 
Scott M. Sutton (6)
President and CEO
2020$250,000 N/A$1,012,500 $— $— $— $383,519 $1,646,019 
Todd A. Slater
Vice President and CFO
2020$600,000 N/A$778,901 $595,504 $142,500 $31,637 $57,028 $2,205,570 
2019$600,000 N/A$516,936 $636,116 $95,000 $66,263 $120,468 $2,034,783 
2018$575,000 N/A$396,225 $480,060 $511,520 $— $118,586 $2,081,391 
Pat D. Dawson
Executive Vice President and President, Epoxy & International
2020$695,000 N/A$933,612 $714,532 $334,088 $257,389 $80,968 $3,015,589 
2019$695,000 N/A$621,192 $763,880 $351,198 $381,005 $136,333 $2,948,608 
2018$675,000 N/A$501,885 $613,410 $641,035 $— $1,342,007 $3,773,337 
James A. Varilek
Executive Vice President and Chief Operating Officer
2020$625,000 N/A$741,801 $567,112 $206,640 $266,229 $64,639 $2,471,421 
2019$609,997 N/A$611,044 $605,696 $205,260 $365,644 $112,381 $2,510,022 
2018$530,000 N/A$343,395 $408,940 $401,505 $— $784,614 $2,468,454 
Brett A. Flaugher
Vice President and President, Winchester
2020$379,083 $100,000 $1,244,524 $152,152 $251,100 $133,000 $53,026 $2,312,885 
2019$362,500 N/A$132,492 $162,240 $161,955 $201,895 $55,052 $1,076,134 
2018$350,000 N/A$79,245 $106,680 $131,283 $— $57,707 $724,915 
____________________
(1)Our NEOs generally do not receive payments which would be characterized as “Bonus” payments. In 2020, Mr. Flaugher received a one-time cash bonus of $100,000 in recognition of his efforts in connection with Winchester receiving the LCAAP contract. Annual cash incentive payments under our STIP appear in column (g).
(2)Represents the aggregate grant date fair value of equity awards granted in that year (performance shares and restricted stock units in column (e) and options in column (f)), in each case calculated in accordance with ASC Topic 718. Please refer to Footnote 4 to the Grants of Plan-Based Awards table for a discussion of the assumptions used in these calculations. The performance share amounts in column (e) are calculated based on a payout equal to 100% of the target level for awards made in 2018, 2019 and 2020. Set forth below are the amounts that would have been included for performance share awards and total equity awards, if the grant date fair value had been based on the highest level of performance shares (for a payout equal to 200% of the target level).
44

NEO2020 Performance
Share / Total
2019 Performance
Share / Total
2018
Performance Share
John E. Fischer$6,996,003 / $7,030,103$4,756,680 / $4,756,680$3,169,800 
Scott M. Sutton$2,025,000 / $2,025,000N/AN/A
Todd A. Slater$1,522,337 / $1,540,069$1,033,872 / $1,033,872$792,450 
Pat D. Dawson$1,825,961 / $1,846,592$1,242,384 / $1,242,384$1,003,770 
James A. Varilek$1,446,431 / $1,465,016$986,088 / $1,104,088$686,790 
Brett A. Flaugher$387,964 / $1,438,506$265,884 / $265,884$158,490 
(3)Amounts listed in this column were determined by our committee under our annual cash incentive program.
(4)Amounts reported in this column represent the total change in the present value of the pension benefits during the applicable year under all of our defined benefit pension plans, and are comprised of the following items:

Increase in Present Value of Pension Benefit  Under:
NEOYearQualified PlanSupplemental Plan
 (a)
Senior Plan
 (a)
John E. Fischer2020$22,921 N/A(a)N/A(a)
2019$68,576 N/A(a)N/A(a)
2018$(80,393)N/A(a)N/A(a)
Scott M. Sutton (b)2020N/AN/AN/A
Todd A. Slater2020$26,770 $4,867(c)$—(c)
2019$35,234 $31,029(c)$—(c)
2018$(10,822)$—(c)$—(c)
Pat D. Dawson2020$257,389 N/AN/A
2019$381,005 N/AN/A
2018$(90,800)N/AN/A
James A. Varilek2020$266,229 N/AN/A
2019$365,644 N/AN/A
2018$(91,610)N/AN/A
Brett A. Flaugher2020$127,317 $5,683(c)N/A
2019$166,434 $35,462(c)N/A
2018$(51,731)$—(c)N/A
____________________
(a)All of the accrued benefits under these plans were included in the required payments made in 2015 to participants in connection with our October 2015 acquisition of the U.S. chlor alkali and vinyl, global chlorinated organics and global epoxy business of Dow (such acquisition, the Acquisition; such payments the Required NQ Plan Payments).
(b)Mr. Sutton is not eligible to participate in any of these Plans.
(c)Messrs. Slater and Flaugher also received their accrued benefits in connection with the Acquisition, but because they were not yet of retirement-eligible age, they did not receive payment for this allowance. Messrs. Slater and Flaugher are entitled to the value of the early retirement allowance (offset by the value of the accrued benefit) at retirement ages below age 65. The value of their remaining early retirement allowances are $35,896 and $41,144, respectively. The corresponding values of Mr. Slater’s remaining early retirement allowances as of December 31, 2018 and December 31, 2019 were $24,887 and $31,029, respectively. The corresponding values of Mr. Flaugher’s remaining early retirement allowances as of December 31, 2018 and December 31, 2019 were $28,341 and $35,462, respectively.

45

Changes in the present value of pension benefits are determined using the assumptions we use for financial reporting purposes and represent changes in assumptions and the fact that each NEO is one year older, rather than any change in our NEO’s accrued pension benefit. For December 31, 2018, the single effective rate (previously described as the ‘discount rate’) was 4.2% for the Qualified Plan and 3.9% for the Supplemental and Senior Plans. For 2019, the single effective rate (previously described as the “discount rate”) was 3.2% for the Qualified Plan and 2.8% for the Supplemental and Senior Plans. For December 31, 2020, the single effective rate (previously described as the ‘discount rate’) was 2.4% for the Qualified Plan and 1.9% for the Supplemental and Senior Plans. For 2018 and 2019, we used the RP2014 Blue Collar Mortality Tables for Annuitants and Employees, with the Social Security Administration—2014 Intermediate Cost Projections Mortality Improvement Scale (projection starting in 2007). For 2020, we used the RP2014 Blue Collar Mortality Tables for Annuitants and Employees, with the Social Security Administration—2020 Intermediate Cost Projections Mortality Improvement Scale (projection starting in 2007). Please see the note entitled “Pension Plans and Retirement Benefits” in the notes to our audited financial statements included in our 2020 annual report on Form 10-K for a discussion of these assumptions. The values shown in the table are due to the change of assumptions and the fact that each executive is one year older, as well as the Required NQ Plan Payments. It is not driven by any change in the retirement benefit itself, except for Messrs. Dawson and Varilek. The retirement benefits for Messrs. Dawson and Varilek reflect account balances based on a “pension equity plan” formula acquired from the Dow Employees’ Pension Plan (DEPP), which are then credited with interest until their assumed retirement date. As required by federal regulations, effective May 31, 2016 the rate of this credited interest changed from 8% to 6% for the DEPP equity account balances.
To determine the change in the present value of the pension benefits under these plans, for Messrs. Slater and Flaugher, we used age 62, the first age at which unreduced pension benefits are payable under the Qualified Plan, the Supplemental Plan and the Senior Plan. For Mr. Fischer, who is eligible for unreduced pension benefits under the Qualified Plan, we used his actual age as of December 31, 2020. For Messrs. Dawson and Varilek, we used age 65, which is the retirement age at which they can receive their most valuable benefit due to the specific interest crediting feature of their DEPP account balances.
Generally, the Senior Plan provides a 50% benefit to the executive’s surviving spouse (which we refer to as a “joint and survivorship benefit”) without an actuarial reduction in payments during the executive’s lifetime. An executive also can elect to have payments under the Qualified Plan and the Supplemental Plan extend for the remainder of his or her spouse’s lifetime, but such an election results in an actuarial reduction to benefits paid under those plans. Benefits paid from the Senior Plan are increased by the amount of the actuarial reduction under the Qualified Plan and the Supplemental Plan for a 50% joint and survivorship benefit. However, the value of this benefit was included in the Required NQ Plan Payments. In accordance with the SEC regulations, the pension benefits in the Summary Compensation Table reflect benefits payable in the form of a single life annuity payable only during the life of the executive, and do not reflect any joint and survivorship benefit.
(5)Amounts reported in this column for 2020 are comprised of the following items:
Executive
Officer
Life Insurance Premiums (a)CEOP/Supplemental
CEOP–Retirement
Account (b)
Perquisites and
other Personal
Benefits (a)
Other
Payments (c)
Total
John E. Fischer$36,869 $108,675 $1,192 $— $146,736 
Scott M. Sutton$236 $18,750 $1,192 $363,341 $383,519 
Todd A. Slater$3,711 $52,125 $1,192 $— $57,028 
Pat D. Dawson$1,311 $78,465 $1,192 $— $80,968 
James A. Varilek$1,178 $62,269 $1,192 $— $64,639 
Brett A. Flaugher$3,656 $48,078 $1,292 $— $53,026 
____________________
(a)Messrs. Dawson, Sutton and Varilek receive life insurance in an amount equal to their base salary and the amounts in this column represent premiums for that insurance. Beginning July 1, 2020, Messrs. Fischer, Slater and Flaugher became entitled to life insurance in an amount equal to their base salary, and prior to that date participated in the key executive life insurance program, which terminated on July 1, 2020. The amounts shown for these three NEOs represent premiums paid in 2020 (i) for the key executive life insurance program through June 30, 2020, and (ii) for the current life insurance after that date. In the case of Mr. Flaugher, his figure for Perquisites and other Personal Benefits includes a $100 gift card given to all Winchester employees in 2020.

(b)The amounts shown represent Olin’s contributions of a total of 7.5% of eligible compensation to the Retirement Account portion of the CEOP and the Supplemental CEOP.

46

(c)The amount in this column for Mr. Sutton includes (i) the $100,000 relocation payment to him in connection with his move to corporate headquarters in Clayton, Missouri, and (ii) the $263,341 he received in compensation as a non-employee director prior to becoming President and CEO of Olin on September 1, 2020. Mr. Sutton’s non-employee director compensation was composed of (1) $95,000 in cash fees, (2) $155,493 in deferred stock units (representing the grant date fair value of 2020 stock awards to directors, calculated in accordance with ASC Topic 718), and (3) $12,848 representing the “dividend equivalents” paid to Mr. Sutton in 2020 on all Olin deferred stock units (determined in accordance with ASC Topic 718). For additional discussion of our non-employee director compensation, please see the heading “Director Compensation.”
(6)Mr. Sutton became the President and CEO of Olin on September 1, 2020. Prior to that date, he served as a non-employee director on our board of directors and received compensation as a non-employee director. In accordance with the applicable disclosure requirements, his compensation as a director (which ended when he became an officer) is reported in the “All Other Compensation” column, rather than under the heading “Director Compensation.”
47


Grants of Plan-Based Awards

Name
(a)
Grant
Date
(b)
Compen-sation
Committee
Meeting
Date
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)
(i)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(4)
(j)
Exercise
or Base
Price of
Option
Awards
($/
Share)
(4)
(k)
Grant
Date Fair
Value of
Stock
and
Option
Awards
(5)
(l)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
John E. Fischer01/02/202001/02/20202,000$34,100 
02/18/202001/23/2020$1,495,000 $2,990,000 
02/18/202001/23/2020165,900 331,800 $3,498,002 
02/18/202001/23/2020750,000 $17.33 $2,730,000 
Scott M. Sutton (6)
09/01/2020250,000 500,000 $1,012,500 
Todd A. Slater01/02/202001/02/20201,040$17,732 
02/18/202001/23/2020$475,000 $950,000 
02/18/202001/23/202036,100 72,200 $761,169 
02/18/202001/23/2020163,600 $17.33 $595,504 
Pat D. Dawson01/02/202001/02/20201,210$20,631 
02/18/202001/23/2020$590,000 $1,180,000 
02/18/202001/23/202043,300 86,600 $912,981 
02/18/202001/23/2020196,300 $17.33 $714,532 
James A. Varilek01/02/202001/02/20201,090$18,585 
02/18/202001/23/2020$480,000 $960,000 
02/18/202001/23/202034,300 68,600 $723,216 
02/18/202001/23/2020155,800 $17.33 $567,112 
Brett A. Flaugher01/02/202001/02/2020630$10,742 
02/18/202001/23/2020$180,000 $360,000 
02/18/202001/23/20209,200 18,400 $193,982 
02/18/202001/23/202041,800 $17.33 $152,152 
02/18/202001/23/202060,000$1,039,800 
____________________
(1)Amounts in these columns represent the potential annual cash incentives established in early 2020. Actual amounts were determined and paid in early 2021, and are included under column (g) in the Summary Compensation Table. We discuss our annual incentive program under the heading “Compensation Discussion and Analysis—What We Pay and Why: Elements of Compensation.”
(2)For NEOs other than Mr. Sutton, numbers in these columns represent awards of performance shares under our Performance Share Program described below. The amounts in column (h) represent 200% of the target amounts, the maximum payout of the performance shares. Additional information is provided on Mr. Sutton’s award in Footnote 5 to this table and under the heading “Agreement with our New President and CEO.”
48

(3)As noted above, in 2020, our committee froze salaries at 2019 levels for our NEOs and other senior employees. In lieu of a 2020 salary adjustment, our committee awarded restricted stock units on January 2, 2020, vesting on January 2, 2023 (or the employee’s earlier retirement), to those senior management employees affected by the salary freeze. For our NEOs, the number of shares of restricted stock issuable upon vesting of these restricted stock units represents approximately 3% of base salary, calculated based on the fair market value of our stock on the grant date, rounded to the nearest 10 shares. In addition, with respect to Mr. Flaugher, numbers in this column include a special performance-based restricted stock unit award and a time vesting restricted stock unit award he received in 2020. See additional information under the heading “Long-Term Incentive (Equity) Compensation—Special Equity Awards.”
(4)Numbers in these columns for all NEOs represent nonqualified stock options granted under our long-term incentive plans, vesting in three equal annual installments, beginning on the first anniversary of the grant date. The market closing price on the grant date was $17.13, while the options were granted with an option exercise price equal to the average of the high and low sale prices of our common stock on the grant date ($17.33). Option awards are awarded with an effective date approximately 10 business days after our annual earnings release (February 18, 2020 for 2020 grants). The effective date of the option grants has always occurred after the meeting at which they are approved, and we have never engaged in “back dating” practices.
(5)Amounts in this column (i) assume payment of performance shares at the target level and (ii) value options using the Black-Scholes value, in each case calculated for financial statement reporting purposes in accordance with ASC Topic 718. Please see the note entitled “Stock-Based Compensation” Footnote 2 to our audited financial statements included in our 2020 annual report on Form 10-K for additional discussion of the assumptions underlying these calculations. For Mr. Sutton’s performance shares, the payment amount and grant date fair value of the performance shares are calculated using a Monte Carlo model on the date of grant, using the following assumptions: (a) a dividend yield of 6.99%; (b) a risk-free interest rate of 0.16%; (c) an expected volatility of 50.18%; (d) an expected term of 40 months; and (e) a performance-based share grant price of $11.44.
(6)As noted in Footnote 5 to the Summary Compensation Table, on March 2, 2020 Mr. Sutton received a 9,560 deferred stock units worth approximately $155,943 (representing the grant date fair value of such awards calculated in accordance with ASC Topic 718) pursuant to the Directors Plan for his service as a non-employee director prior to becoming the President and CEO of Olin on September 1, 2020. This award is not reflected in the table above. Olin’s director compensation policies and the Directors Plan are described in more detail under the heading “Director Compensation.”
49


Stock Options
Annually, our committee grants options to purchase shares of our common stock to a group of key employees, including our executive officers. We describe our stock option program in more detail under the heading “Compensation Discussion and Analysis—Long-Term Incentive (Equity) Compensation—Stock Options.” All options granted in 2020 were nonqualified options vesting in three equal annual installments beginning on the first anniversary of the grant date. The options generally may be exercised within 10 years following the grant date (but the exercise period may end earlier based on the termination of the participant’s employment).
Our committee grants options with an exercise price equal to the average of the high and low prices on the grant effective date. All of our equity plans specifically prohibit repricing, and, except for certain anti-dilution adjustments, other adjustments to the exercise price. We discuss the timing of our option grants under the heading “Compensation Discussion and Analysis—Long-Term Incentive (Equity) Compensation—Stock Options.” Our plans and our policies do not permit any “back dating” of options.

Performance Shares
Each NEO and certain other key employees received a target number of performance shares in early 2020, which vest at the end of 2022. The total number of performance shares that vest may vary between 0 and 200% of the target number, with half of the performance shares based on TSR over a three-year period compared to the TSR of the companies in the Performance Share Comparison Group and the remaining half based on our net income performance compared to the net income goal set by our committee for the same three-year period. The chart included in the discussion of performance share awards above sets forth this relationship in more detail. Vested performance shares are paid approximately half in cash and half in stock. No dividends or dividend equivalents are paid on unvested performance shares.

Restricted Stock
The LTIP allows for the award of restricted stock or restricted stock units by our committee. Our CEO also has authority to grant a limited number of restricted stock (no more than 100,000 total shares or 5,000 shares per employee) but may not grant restricted stock to anyone who is an officer within the definition of the rules under Section 16 of the Exchange Act. Under our equity plan, any restricted stock awards must vest over at least three years, or vest no earlier than one year if tied to a performance objective. Our committee does not award restricted stock or restricted stock units to NEOs on any regular basis. We describe recent awards of restricted stock units to NEOs under the heading “Compensation Discussion and Analysis—Long-Term Incentive (Equity) Compensation—Restricted Stock.”

50


Outstanding Equity Awards at Fiscal Year-End

Option AwardsStock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#) (g)
Market
Value
of
Shares
or Units
of
Stock
That
Have
Not
Vested
($) (h) (4)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) (i)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($) (j)
(5)
John E. Fischer165,900$4,074,504 
109,500$2,689,320 
2,000$49,120 
750,000(1)$17.3302/18/2030
144,334288,666(2)$26.2602/19/2029
142,00071,000(3)$32.9402/16/2028
357,000$29.7502/10/2027
176,250$13.1402/11/2026
78,750$27.4002/12/2025
11,700$27.6505/04/2024
48,000$25.5702/09/2024
49,000$23.2802/10/2023
40,500$21.9202/09/2022
Scott M. Sutton250,000$6,140,000 
Todd A. Slater36,100$886,616 
23,800$584,528 
1,040$25,542 
163,600(1)$17.3302/18/2030
31,36762,733(2)$26.2602/19/2029
36,00018,000(3)$32.9402/16/2028
86,000$29.7502/10/2027
92,250$13.1402/11/2026
38,250$27.4002/12/2025
16,000$27.6505/04/2024
9,000$25.5702/09/2024
10,000$23.2802/10/2023
8,250$21.9202/09/2022
Pat D. Dawson43,300$1,063,448 
28,600$702,416 
1,210$29,718 
196,300(1)$17.3302/18/2030
37,66775,333(2)$26.2602/19/2029
46,00023,000(3)$32.9402/16/2028
139,000$29.7502/10/2027
171,000$13.1402/11/2026
51

Option AwardsStock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#) (g)
Market
Value
of
Shares
or Units
of
Stock
That
Have
Not
Vested
($) (h) (4)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) (i)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($) (j)
(5)
James A. Varilek34,300$842,408 
22,700$557,512 
6,090$149,570 
155,800(1)$17.3302/18/2030
29,86759,733(2)$26.2602/19/2029
30,66715,333(3)$32.9402/16/2028
66,000$29.7502/10/2027
71,250$13.1402/11/2026
Brett A. Flaugher9,200$225,952 
6,100