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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION
(Rule
14a-101)
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))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to
§240.14a-12
Cabot Corporation
 
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11.
 
 
 


 

LOGO

Cabot Corporation

2024 Proxy Statement

The Annual Meeting of Stockholders

of Cabot Corporation will be held virtually:

Thursday, March 7, 2024 at 4:00 p.m. ET

at meetnow.global/MKQL6CH


LOGO  

Cabot Corporation

Two Seaport Lane

Suite 1400

Boston, MA 02210-2019

United States

January 26, 2024

Dear Fellow Cabot Corporation Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Cabot Corporation (the “Company” or “Cabot”), which will be held virtually on Thursday, March 7, 2024, at 4:00 pm, Eastern Time. The Annual Meeting will be held in a virtual meeting format via live webcast at meetnow.global/MKQL6CH, where you will be able to listen to the meeting live, submit questions and vote. You will need your control number included in your Notice of Internet Availability of Proxy Materials or proxy card. There will be no in-person meeting.

At the Annual Meeting, we will ask you to elect three members of our Board of Directors, provide your advisory approval of our executive compensation, approve a new equity compensation plan for non-employee directors, and ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2024. We will also discuss any other business matters properly brought before the meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct, and provides information about the Company that you should consider when you vote your shares.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet. We are mailing to you a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy materials and 2023 Annual Report. Notice and Access provides a convenient and environmentally friendly way for you to access Cabot’s proxy materials. The Notice includes instructions on how to access our proxy statement and our 2023 Annual Report and how to vote your shares. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 2023 Annual Report, if you prefer.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

Thank you for your continued support of Cabot Corporation.

Sincerely,

 

LOGO

SEAN D. KEOHANE

President and

Chief Executive Officer


LOGO  

Cabot Corporation

Two Seaport Lane

Suite 1400

Boston, MA 02210-2019

United States

Notice of Annual Meeting of Stockholders

 

Date:

March 7, 2024

 

Time:

4:00 p.m., Eastern Time

 

Webcast:

meetnow.global/MKQL6CH

 

Record Date:

You may vote if you were a stockholder of record at the close of business on January 16, 2024.

 

Voting by Proxy:

To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the annual meeting. Stockholders who own shares in their own name (a record owner) have three options for submitting their vote by proxy: (1) by Internet, (2) by phone or (3) by mail. You may also vote online during the annual meeting by clicking on the Vote icon at meetnow.global/MKQL6CH. When you access the virtual meeting webpage, have available your control number, which is included on your Notice of Internet Availability of Proxy Materials or proxy card. For further details about voting, please refer to the section entitled “About the Annual Meeting” beginning on page 1 of the attached proxy statement.

 

  If you hold your shares in “street name,” you must follow the instructions of your bank, broker or other nominee in order to direct them how to vote the shares held in your account or obtain a legal proxy to vote online at the meeting. You must provide your broker, bank, or other nominee with instructions on how to vote your shares in order for your shares to be voted on certain non-routine matters presented at the annual meeting. If you do not instruct your broker, bank or other nominee on how to vote in the election of directors, the advisory vote on the compensation of our named executive officers or the vote to approve the Cabot Corporation 2024 Non-Employee Director Plan, your shares will not be voted on these matters. For an explanation of how you can vote your “street name” shares at the meeting, see “How do I vote?” on page 4.

 

Items of Business

  To elect three directors, Cynthia A. Arnold, Douglas G. Del Grosso, and Christine Y. Yan to the class of directors whose term expires in 2027;

 

   

To approve, in an advisory vote, our executive compensation;

 

   

To approve the Cabot Corporation 2024 Non-Employee Director Plan;

 

   

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024; and

 

   

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

This notice and proxy statement are first being made available to stockholders on or about January 26, 2024. Our 2023 Annual Report is available at http://www.edocumentview.com/CBT.

By order of the Board of Directors,

 

 

LOGO

Jane A. Bell

Secretary

Boston, Massachusetts 02210-2019

January 26, 2024


 

2024 PROXY STATEMENT  

 

 

 

Table of Contents

 

About the Annual Meeting

    1  

Board Leadership, Governance and Composition, and Risk Management

    7  

Important Factors in Assessing Director Qualifications

    7  

Our Board’s Role in Risk Oversight and in Overseeing our Progression on Environmental, Social and Governance (“ESG”) Matters and Activities

    10  

Our Leadership Structure—Non-Executive Chair of the Board; Executive Sessions

    13  

How Our Board Operates

    13  

Corporate Governance Guidelines

    17  

How We Assess Director Independence

    17  

How We Evaluate Our Board and Assess Director Recommendations

    17  

Procedures for Stockholders to Recommend Director Nominees

    18  

Governance

    19  

Proposal 1 — Election of Directors

    19  

Certain Information Regarding Directors

    20  

Other Governance Policies and Practices

    26  

Transactions with Related Persons

    26  

Stockholder Engagement

    27  

Director Attendance at Meetings

    27  

Code of Business Ethics and Training

    27  

Communicating Concerns to the Board

    27  

Director Compensation

    28  

Director Compensation Table

    30  

Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More Than Five Percent of Common Stock

    31  

Executive Compensation

    33  

Compensation Committee Report

    33  

Compensation Discussion and Analysis

    33  

Summary Compensation Table

    53  

Grant of Plan-Based Awards Table

    55  

Outstanding Equity Awards at Fiscal Year-End Table

    57  

Option Exercises and Stock Vested Table

    58  

Pension Benefits

    58  

Deferred Compensation

    59  

Potential Payments Upon Termination or Change in Control

    61  

CEO Pay Ratio

    66  

Pay versus Performance

    67  

Proposal 2 — Advisory Approval of Executive Compensation

    71  

Proposal 3 — Approval of the Cabot Corporation 2024 Non-Employee Director Plan

    72  

Audit Committee Matters

    75  

Audit Committee Report

    75  

Audit Fees

    76  

Audit Committee Pre-Approval Policy

    76  


 

2024 PROXY STATEMENT  

 

 

Table of Contents (continued)

 

 

 

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm

    77  

Other Information

    78  

Equity Compensation Plan Information

    78  

Future Stockholder Proposals and Director Nominations

    78  

Available Information

    79  

Solicitation of Proxies

    79  

Miscellaneous

    79  

Appendix A — Non-GAAP Measures

    A-1  

Appendix B — Cabot Corporation 2024 Non-Employee Director Plan

    B-1  


 

2024 PROXY STATEMENT   

 

 

 

 

About the Annual Meeting

 

Cabot Corporation

Two Seaport Lane, Suite 1400

Boston, Massachusetts 02210-2019

Proxy Statement

References to “the Company”, “Cabot”, “we”, “us”, and “our” in this proxy statement mean Cabot Corporation.

About the Annual Meeting

Who is soliciting my vote?

The Board of Directors of Cabot Corporation is soliciting your vote at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting” or the “meeting”).

What am I voting on?

You are voting on:

 

 

Proposal 1: Election of Cynthia A. Arnold, Douglas G. Del Grosso, and Christine Y. Yan to the class of directors whose term expires in 2027 (see page 19);

 

 

Proposal 2: Advisory approval of our executive compensation (commonly referred to as “say-on-pay”) (see page 71);

 

 

Proposal 3: Approval of the Cabot Corporation 2024 Non-Employee Director Plan (see page 72);

 

 

Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024 (see page 77); and

 

 

Any other business properly coming before the meeting.

How does the Board recommend that I vote my shares?

The Board’s recommendation can be found with the description of each item in this proxy statement. In summary, the Board recommends that you vote:

 

 

FOR each of the three nominees for director;

 

 

FOR the advisory approval of our executive compensation;

 

 

FOR the approval of the Cabot Corporation 2024 Non-Employee Director Plan; and

 

 

FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024.

Who is entitled to vote?

Only stockholders of record at the close of business on January 16, 2024 will be entitled to vote at the 2024 Annual Meeting. As of that date, there were 55,429,217 shares of our common stock outstanding. Each share of common stock is entitled to one vote. There is no cumulative voting.

 

CABOT CORPORATION    1


 

2024 PROXY STATEMENT   

 

 

About the Annual Meeting (continued)

 

 

 

What is the difference between a “stockholder of record” and a stockholder who holds stock “in street name”?

If you hold your shares directly in the form of stock certificates or in book-entry form with our transfer agent, Computershare, then you are a “stockholder of record.” If your shares are registered at Computershare in the name of a broker, bank, trustee, nominee or other similar holder of record, your shares are held in “street name.”

Who can attend the meeting?

The 2024 Annual Meeting is open to all Cabot stockholders entitled to vote at the meeting and their legal proxies by following the instructions below under the heading “How can I attend the 2024 Annual Meeting?” You need not attend the 2024 Annual Meeting to vote.

How can I attend the 2024 Annual Meeting?

The 2024 Annual Meeting will be held in a virtual meeting format via live webcast. There will be no in-person meeting.

Visit meetnow.global/MKQL6CH to attend the meeting. To attend the meeting, stockholders of record as of January 16, 2024 will not need to register in advance but will need the control number included on their Notice of Internet Availability of Proxy Materials or proxy card. Stockholders whose shares are held in “street name” may attend the meeting by registering and obtaining a control number in advance using the instructions below under the heading “Do I need to register to attend the 2024 Annual Meeting?” The control number will be required to attend the meeting.

The meeting webcast will begin promptly at 4:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time. You should allow ample time for the check-in procedures.

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online at meetnow.global/MKQL6CH, vote your shares electronically by clicking on the Vote tab and submit questions during the meeting by clicking on the Q&A tab. We will try to answer as many questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Do I need to register to attend the 2024 Annual Meeting?

If you were a stockholder of record on January 16, 2024, you do not need to register in advance to attend the 2024 Annual Meeting. Please follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card that you received in order to attend.

If you hold your shares in “street name,” you must register and obtain a control number in advance to attend, vote and ask questions at the virtual meeting. To register to attend the meeting you will need to obtain a legal proxy from your bank, broker, or other nominee. Follow the instructions provided to you by your bank, broker, or other nominee or contact them to request a legal proxy form. Once you have received a legal proxy from them, you must submit the form of legal proxy provided by your bank, broker or other nominee reflecting the number of shares you hold along with your name and email address to Computershare, as described below. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on March 4, 2024. After Computershare receives your legal proxy, you will receive a confirmation email from Computershare of your registration and control number.

Requests for registration may be directed to Computershare as follows:

 

  1.

by email – send an email with your legal proxy form attached to legalproxy@computershare.com, labeled with the subject line “Legal Proxy.”

 

2    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

About the Annual Meeting (continued)

 

 

 

  2.

by mail – send your legal proxy form, labeled as “Legal Proxy,” to Computershare at the following address:

Computershare

Cabot Corporation Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

We are distributing our proxy materials to stockholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (“SEC”). This approach benefits the environment, while providing a timely and convenient method of accessing the materials and voting. On or about January 26, 2024, we will begin mailing a “Notice of Internet Availability of Proxy Materials” to stockholders, which includes instructions on how to access our proxy statement and our 2023 Annual Report and how to vote your shares. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials and our 2023 Annual Report, if you prefer.

How many votes must be present to hold the meeting?

Your shares are counted as present at the 2024 Annual Meeting if you attend the meeting or if you properly return a proxy by Internet, telephone, or mail. In order for us to hold our meeting, holders of a majority of our outstanding shares of common stock as of January 16, 2024 must be present or represented by proxy at the meeting. This majority is referred to as a quorum. Shares present virtually during the 2024 Annual Meeting will be considered shares of common stock present at the 2024 Annual Meeting. If you are a stockholder of record, your shares are counted as present at the 2024 Annual Meeting if you properly return a proxy by Internet, telephone, or mail or if you attend the meeting virtually. If you hold your shares in “street name,” you must follow the instructions of your bank or broker in order to direct them how to vote the shares held in your account or obtain a legal proxy from them and send it to Computershare in accordance with the instructions under the previous heading, “Do I need to register to attend the 2024 Annual Meeting?” to vote online at the meeting. Proxy cards or broker voting instruction forms that reflect abstentions and broker non-votes will be counted as shares present to determine whether a quorum exists to hold the 2024 Annual Meeting.

What is a broker non-vote?

Under the rules that govern brokers who hold shares in “street name” for their clients who are the beneficial owners of the shares, brokers normally have discretion to vote such shares on routine matters, such as ratifications of independent registered public accounting firms, but not on non-routine matters. Broker non-votes generally occur when the beneficial owner of shares held by a broker does not give the broker voting instructions on a non-routine matter for which the broker lacks discretionary authority to vote the shares. We expect proposals 1, 2 and 3 will be considered non-routine matters.

Therefore, if your shares are held in “street name” and you do not provide instructions as to how your shares are to be voted on proposals 1, 2 and 3, your broker will not be able to vote your shares on these proposals. We therefore urge you to provide instructions to your broker so that your votes may be counted on these important matters.

How are votes counted? How many votes are needed to approve each of the proposals?

For each of proposals 1, 2, 3, and 4, you may vote “FOR”, “AGAINST”, or “ABSTAIN”.

 

 

Proposal 1 — Election of Directors. Pursuant to our bylaws, a nominee will be elected to the Board of Directors if the votes properly cast “for” his or her election exceed the votes properly cast “against” such nominee’s election. Broker non-votes and abstentions will have no effect on the results of this vote.

 

 

Proposal 2 — Say-on-Pay. Because proposal 2 is an advisory vote, there is no minimum vote requirement that constitutes approval of this proposal.

 

CABOT CORPORATION    3


 

2024 PROXY STATEMENT   

 

 

About the Annual Meeting (continued)

 

 

 

 

Proposal 3 — Approval of the Cabot Corporation 2024 Non-Employee Director Plan. The affirmative vote of a majority of the votes properly cast on proposal 3 is required to approve the Cabot Corporation 2024 Non-Employee Director Plan. Broker non-votes and abstentions will have no effect on the results of this vote.

 

 

Proposal 4 — Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes properly cast on proposal 4 is required to ratify the appointment of Cabot’s independent registered public accounting firm. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus we do not expect any broker non-votes on this proposal. To the extent there are any broker non-votes, they will have no effect on the results of this vote. Under Delaware law, abstentions are not considered “votes cast” and, therefore, will also have no effect on the results of this vote.

What if there are more votes “AGAINST” a nominee for director than votes “FOR”?

Each of the nominees is an incumbent director who has tendered a conditional resignation that is effective upon (i) the failure to receive a majority of the votes cast for his or her re-election at the 2024 Annual Meeting and (ii) the Board’s acceptance of this resignation. The Governance and Nominating Committee of the Board of Directors (the “Governance Committee”) would be responsible for initially considering the resignation and making a recommendation to the Board of Directors. The director whose resignation is under consideration is expected to abstain from participating in any decision regarding his or her resignation. The Governance Committee may consider any factors it deems relevant in deciding whether to accept a director’s resignation. If the resignation is not accepted, the director will continue to serve until his or her successor is elected and qualified.

How do I vote?

You can vote either online during the meeting or by proxy without attending the meeting. For additional information on how to attend the meeting, please refer to “How can I attend the 2024 Annual Meeting?” above. Even if you plan to attend the 2024 Annual Meeting, we encourage you to vote your shares by proxy. Stockholders of record have three options for submitting their votes by proxy:

 

  1.

by Internet – go to www.envisionreports.com/CBT and follow the instructions on the secure site,

 

  2.

by phone – call the toll-free number 1-800-652-VOTE and follow the instructions on your proxy card and the recorded telephone instructions, or

 

  3.

by mail – mark, sign, and date the proxy card and return it promptly in accordance with the voting instructions on your proxy card.

In order for your vote to be counted, you must return your completed and signed proxy card so that it is received by mail by the Company’s transfer agent by March 6, 2024, vote by Internet or by phone until the start of the meeting, or vote at the virtual meeting if you are attending.

If you hold your shares in “street name,” you must follow the instructions of your bank, broker, or other nominee in order to direct them how to vote the shares held in your account or obtain a legal proxy from them and send it to Computershare in accordance with the instructions under the previous heading, “Do I need to register to attend the 2024 Annual Meeting?” to vote online at the meeting. Please follow the directions on your voting instruction form carefully.

How do I vote if I hold my stock through the Cabot 401(k) plan?

The Vanguard Fiduciary Trust Company is the trustee of the Cabot Common Stock Fund and the Cabot Common ESOP Fund portions of the Cabot 401(k) plan and is the record owner of all of those shares. If you hold Cabot stock through the Cabot 401(k) plan, you have the right to instruct Vanguard how to vote your shares. Computershare will tabulate the voting instructions of each participant in the plan and Vanguard, as trustee of the plan, will vote the shares of all participants by submitting a final proxy card to Computershare representing the plan’s shares for inclusion in the tally at the 2024 Annual Meeting.

 

4    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

About the Annual Meeting (continued)

 

 

 

Your vote will influence how Vanguard votes those shares for which no instructions are received from other plan participants as those shares will be voted in the same proportion as shares for which instructions are received. If you hold shares in the plan and do not vote, Vanguard will vote your shares (along with all other shares in the plan for which instructions are not provided) in the same proportion as those shares for which instructions are received from other participants in the plan.

In order for your instructions to be followed, you must provide instructions for the shares you hold through the Cabot 401(k) plan by returning your completed and signed proxy card so that it is received by the Company’s transfer agent by March 4, 2024 or by voting by telephone or over the Internet by 9:00 a.m., Eastern Time, on March 5, 2024.

Can I change or revoke my vote?

Yes. You can change or revoke your vote by (1) re-voting by telephone or over the Internet as instructed above (only your latest telephone or Internet vote will be counted), (2) signing and dating a new proxy card or voting instruction form and submitting it as instructed above (only your latest proxy card or voting instruction form will be counted), or (3) attending the meeting and voting online, if you are a stockholder of record or hold your shares in “street name” and have obtained a legal proxy from your bank, broker or other nominee. If your shares are registered in your name, you may also revoke your vote by delivering timely notice to the Secretary, Cabot Corporation, Two Seaport Lane, Suite 1400, Boston, Massachusetts 02210. Attending the meeting will not in and of itself revoke a previously submitted proxy unless you specifically request it. If you hold shares through a bank or broker, you must follow the instructions on your voting instruction form to revoke or change any prior voting instructions.

Who counts the votes?

We have hired Computershare Trust Company, N.A., our transfer agent, to count the votes represented by proxies cast by ballot, telephone, and the Internet. A representative of Computershare, Cabot’s Secretary or Cabot’s Assistant Secretary will act as Inspector of Election.

What if I return my proxy card but don’t vote for some of the matters listed?

If you return a signed proxy card without indicating your vote, your shares will be voted in line with the recommendation of the Board of Directors for each of the proposals for which you did not indicate a vote.

Can other matters be decided at the 2024 Annual Meeting?

We are not aware of any other matters that will be considered at the 2024 Annual Meeting. If any other matters properly arise that require a vote, the named proxies will vote in accordance with their best judgment.

What is “householding” and how does it affect me as a stockholder?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this proxy statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of this proxy statement to any stockholder upon request to: Secretary, Cabot Corporation, Two Seaport Lane, Suite 1400, Boston, Massachusetts 02210. Any stockholder who wants to receive a separate copy of this proxy statement, or of our proxy statements or annual reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting

This proxy statement and our 2023 Annual Report on Form 10-K are available at the following Internet address: http://www.edocumentview.com/CBT.

 

CABOT CORPORATION    5


 

2024 PROXY STATEMENT  

 

 

About the Annual Meeting (continued)

 

 

 

Forward-Looking Statements

This proxy statement may contain “forward-looking statements” under the federal securities laws. These forward-looking statements include information concerning our possible or assumed future business strategies, potential growth opportunities, potential operating performance improvements, and expectations related to governance and management. Generally, the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “should” or the negative of these terms or similar expressions that do not relate to historical facts are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control or difficult to predict. If known or unknown risks materialize, our actual results could differ materially from past results and from those expressed in the forward-looking statements. Investors are therefore cautioned not to place undue reliance on forward-looking statements. Important factors that could cause our results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, industry capacity utilization and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials, including with respect to the Russian invasion of Ukraine; a significant adverse change in a customer relationship or the failure of a customer to perform its obligations under agreements with us; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; unanticipated delays in, or increased cost of site development projects; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; and litigation or legal proceedings. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission (“SEC”), particularly under the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended September 30, 2023, which is filed with the SEC at www.sec.gov.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised, however, to consult any further disclosures Cabot makes on related subjects in future 10-K, 10-Q and 8-K reports filed with the Commission.

 

6 CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

 

Board Leadership, Governance and Composition, and Risk Management

 

As a leading global specialty and performance materials company, we value integrity, respect, excellence and responsibility. We are committed to living these values every day as they are an integral part of the way we conduct our business. Through our shared purpose — creating materials that improve daily life and enable a more sustainable future — we drive materials innovation, support our customers, and seek to create a more sustainable world. Our “Creating for Tomorrow” growth strategy articulates how we intend to deliver sustained and attractive total shareholder return, built on earnings growth and a balanced capital allocation framework. As part of this strategy, we aim: to Grow based on investing for advantaged growth, to Innovate by developing innovative products and processes that enable a better future, and to Optimize by driving continuous improvement in all we do. Our Board is responsible for overseeing the execution of our strategy, and in doing so, the Board seeks to provide leadership as the Company navigates critical issues, including matters related to climate change, diversity, equity and inclusion, a changing regulatory climate, and the evolving nature of information security and cybersecurity threats. The Governance Committee is charged with reviewing the composition of the Board and recommending board refreshment as appropriate so that the Board as a whole reflects a range of talents, skills, diversity and expertise needed to meet the evolving needs of our Company in this changing landscape and to oversee the execution of our strategy.

Important Factors in Assessing Director Qualifications

Director Qualifications. The Governance Committee strives to maintain an engaged, highly skilled, independent board with broad and diverse experience and viewpoints that is committed to representing the interests of our stakeholders. Board candidates as well as nominees for re-election are evaluated in the context of the current composition of the Board of Directors and in relation to the Board’s current and anticipated requirements. We expect our directors and any candidate or nominee to have integrity and to demonstrate high ethical standards. The Committee also considers a wide range of factors when assessing director qualifications, including:

Ensuring an experienced, qualified Board with expertise in areas relevant to Cabot. The Committee seeks directors who have held significant leadership positions and can bring to the Board specific types of experience relevant to Cabot. It is the Board’s policy that the Board as a whole reflect a range of talents, skills and expertise, particularly in these areas:

 

 

Management Leadership and Strategic Planning Experience. We believe that directors who have held significant leadership positions over an extended period of time possess strong leadership qualities and demonstrate a practical understanding of organizations, processes, strategy and risk management and know how to drive change and growth. As a publicly traded company, we value experience on the boards of other publicly traded companies and other complex organizations.

 

Specialty Chemicals or Adjacent Industry and Operations Experience. We seek directors with leadership, operational and risk management experience in specialty chemicals or adjacent industries and the value chains in which we operate, as well as experience addressing environmental issues and sustainability considerations. For our business, experience addressing sustainability considerations includes experience in the areas of Safety, Health, and Environment (“SH&E”) requirements, or managing an organization with significant environmental, health or safety considerations.

 

Global Experience. We value directors with global business experience because we have significant global manufacturing operations, and, as in recent years, a majority of our revenues came from outside of the U.S. in fiscal 2023.

 

Accounting and Finance Experience. We use a broad set of financial metrics to measure our performance, and accurate financial reporting and robust auditing and controls are critical to our success.

 

Technology and Market Experience. As an innovative science and technology company, we value directors with an understanding of technology, material science and the value chains in which we participate. Under our “Creating for Tomorrow” strategy, we believe this is critical as we seek to grow by developing new products and identifying new applications and high-growth markets for our materials.

 

CABOT CORPORATION    7


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Enhancing the Board’s diversity of background. As a global company, diversity is an essential element of our culture. At the Board level and throughout our Company we value the benefits received from different perspectives, and strive for a talented and diverse workforce and Board that is representative of our global business, customers, employees, and stockholders. In evaluating the suitability of individual Board nominees, the Governance Committee considers many factors, including general understanding of the disciplines relevant to the success of a publicly traded company with global manufacturing operations in today’s business environment, professional experience, background, education, skill, age, race, gender, and national origin. Our Corporate Governance Guidelines include diversity of origin, gender, background, experience, and thought as important director selection criteria and, as a result, we do not have a separate formal written policy that solely addresses diversity. In addition, given the value of gender and ethnic diversity to our Board, these criteria are important elements in the Board’s new director searches. Approximately 40% of our current directors have joined our Board over the last five years, and among these directors we have further enhanced the Board’s gender and ethnic diversity with two new women directors, both of whom are also ethnically diverse, as well as one other new ethnically diverse director. In total, one-third of our current directors are women and one-third are ethnically diverse. The Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

Individual Attributes. The Board believes that to function effectively, all directors should demonstrate sound judgment, compassion, and a willingness and ability to work with other members of the Board openly and constructively. In addition, they should have the ability to communicate clearly and persuasively, while dedicating sufficient time to ensure the diligent performance of their duties on our behalf.

Complying with the Board’s independence guidelines. When selecting and recruiting candidates, the Board looks at other positions the candidate has held or holds, including other board memberships, as well as the candidate’s other relationships, to determine whether any material relationship with Cabot exists that could impair the candidate’s independence.

 

8    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

As highlighted in the graphics below, we believe the Board as a whole possesses a balanced mix of the talents, skills, diversity, expertise, tenure and independence needed to meet the evolving needs of the Company and to oversee the execution of our “Creating for Tomorrow” strategy. More details on each director’s qualifications and expertise are included in the director biographies on the following pages.

 

 

LOGO

 

CABOT CORPORATION    9


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Our Board’s Role in Risk Oversight and in Overseeing our Progression on Environmental, Social and Governance (“ESG”) Matters and Activities

Our Board oversees our enterprise-wide program of risk management. Cabot management is primarily responsible for day-to-day risk management practices and, together with other personnel, annually engages in an enterprise-wide risk assessment. This assessment includes a comprehensive review of a broad range of risks, including financial, operational, business, climate-related, legal, regulatory, reputational, governance, and managerial risks that may affect the Company. From this assessment, the most significant risks in terms of their likelihood and severity, and time to impact over the short, medium and long-term time horizon, are identified and plans to manage and mitigate these risks are developed. In light of the breadth of ESG matters, in calendar year 2022 we enhanced our risk management practices for ESG matters and established a management ESG Steering Committee (the “ESG Steering Committee”), which is composed of the members of our Management Executive Committee and chaired by our CEO. Separate committees that report to the ESG Steering Committee have been established with specific responsibilities related to environmental, social and governance matters, including sustainability reporting in these areas, as set out in their committee charters, and are resourced by teams across our Company and chaired by one or more members of our Management Executive Committee. The ESG Steering Committee meets twice a year at the Management Executive Committee’s offsite strategy and business meetings, and more frequently as deemed appropriate. Cabot management regularly reports to either the full Board or the relevant Committee of the Board our major risk exposures, their potential operational or financial impact on Cabot, and the steps we take to manage them. The Company has a robust risk management program, the strength of which, we believe, is not dependent on the Board’s leadership structure.

Our Board has ultimate responsibility for risk oversight and oversees our corporate strategy, business development, capital structure, and country-specific risks. This includes business continuity risks, including climate-related risks, that have been identified as having a material impact on our business, strategy, or operations. Each Committee also has responsibility for risk oversight within their areas of responsibility and expertise.

Our Board Committee structure assists the Board in fulfilling its oversight responsibility and provides for risk oversight as follows:

 

 

Audit Committee — focuses on financial risk, including internal controls and legal and compliance risks and receives regular reports from our independent registered public accounting firm, our CFO, our Controller, our Treasurer, our Director of Internal Audit, our Chief Digital Information Officer, and our General Counsel. In addition, at least quarterly our General Counsel, who is a member of Cabot’s Office of Compliance, reports critical concerns that have been raised through our hotline and other compliance reporting channels to the Audit Committee. The Audit Committee also oversees the Company’s enterprise risk management processes and cybersecurity program, and management periodically reviews our information security and cybersecurity program with the full Board.

 

SHE&S Committee — reviews the effectiveness of our safety, health, environment, and sustainability (“SHE&S”) programs and initiatives and oversees matters related to stewardship and sustainability of our products and manufacturing processes. The SHE&S Committee also focuses on issues around climate change, technological innovation, and the evolving regulatory landscape that affect our manufacturing operations.

 

Compensation Committee — considers human resources risks and evaluates and sets compensation programs that encourage decision-making predicated upon a level of risk consistent with our business strategy. The Committee reviews gender-based pay equity globally and pay equity among our employees in the United States based on racial/ethnic diversity.

 

Governance Committee — considers governance and Board and CEO succession risks and evaluates director skills and qualifications, and oversees our director continuing education program to ensure our Board as a whole is knowledgeable about topics that we believe are important to an understanding of the changing landscape affecting our Company, including topics addressing sustainable development.

More information describing our Board Committees, their responsibilities, and specific areas of risk oversight is below under the heading “How Our Board Operates”.

 

10    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Our purpose is to create materials that improve daily life and enable a more sustainable future. We aim to achieve this purpose in a manner that is consistent with our values of integrity, respect, excellence, and responsibility, and, as reflected in our “Creating for Tomorrow” strategy, we are committed to operating responsibly, reducing our environmental impact and developing innovative performance materials that address the sustainability challenges of our customers, communities and the world. We therefore work to incorporate environmental sustainability, employee safety and well-being, diversity, equity and inclusion and other values into our decision-making in a manner that we believe will both mitigate risk and drive long-term value.

In fiscal 2020, we adopted our 2025 Sustainability Goals to further articulate our commitment to ESG matters and facilitate the integration of this commitment into the operation of our business. These goals address 11 topics that we have identified as important to Cabot and are categorized under the following three pillars: Caring for our People and Communities, Acting Responsibly for the Planet, and Building a Better Future Together. Our work to achieve each of these goals is resourced by teams across our Company and each goal is sponsored by a member of our Management Executive Committee. With respect to Board oversight of ESG matters in general, rather than concentrating oversight of all ESG initiatives into any one Committee, the Board takes the approach that certain matters are most appropriately overseen by the Board as a whole and, for other topics, the most appropriate Committee should maintain oversight. The graphic below provides an overview of Board and SHE&S Committee oversight with respect to each of our three pillars.

 

LOGO    Caring for our
People and
Communities
   LOGO    Acting Responsibly for the Planet    LOGO    Building a Better Future Together
Our entire Board reviews talent management and management succession planning, as well as the Company’s diversity and inclusion objectives and achievements.

 

The SHE&S Committee oversees our goals related to community engagement and occupational health and safety.

   The SHE&S Committee focuses on issues around climate change and the evolving regulatory landscape, and oversees our goals related to emissions, energy, wastes and spills, water, and environmental compliance.    The entire Board has oversight of Cabot’s goals that address product sustainability, suppliers’ sustain ability, and economic value gen erated and distributed.

To further advance our sustainability agenda, we have committed to align our climate-related disclosures with the recommendations of the Task Force for Climate-related Financial Disclosure (“TCFD”), and, based on the work we have done to date, we disclosed our preliminary analysis in a climate scenario risks and opportunities matrix developed in accordance with the TCFD guidance. In addition, at the beginning of fiscal 2022, we announced our ambition to align our sustainability agenda with the Paris Climate Agreement to achieve net zero carbon emissions globally by 2050. We believe our activities related to these matters will be most appropriately overseen by the Board as a whole, and that our SHE&S Committee should allocate significant time annually for discussion of these matters.

In fiscal 2023, our ESG Steering Committee expanded on our SH&E Policy and developed our SHE & Sustainability Commitment to more specifically articulate the Company’s commitment and policy related to sustainable development. The SHE & Sustainability Commitment was subsequently approved by our Board. In addition, we updated our Human Rights Policy in fiscal 2023. This policy, which was approved by our Board, sets out our commitment to business practices that reflect international principles aimed at promoting and protecting human rights and applies equally to our activities and business relationships. Further, in fiscal 2023, we launched EVOLVE® Sustainable Solutions, our technology platform focused on developing sustainable reinforcing carbons and other performance materials with reliable performance at industrial scale. Our ambition under this platform is to work with customers and technology partners to develop products across three sustainability categories: Renewable, Recovered and Reduced. These are products made with renew-

 

CABOT CORPORATION    11


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

able materials or materials recovered from end-of-life tires and/or using processes that result in reduced greenhouse gas emissions.

Information on our sustainability goals, our climate scenario risks and opportunities matrix, our EVOLVE® Sustainable Solutions technology platform, and the various ESG-related awards we have received is available on our website at www.cabotcorp.com/sustainability, which information is not part of, or incorporated by reference into, this proxy statement.

In addition, to reinforce the Company’s commitment to developing a more inclusive and diverse organization, the Compensation Committee recently oversaw management’s development of diversity, equity, and inclusion (“DE&I”) objectives and metrics for the portion of the short-term incentive compensation awards payable on the basis of participant individual performance.

Assessment of Risk in Incentive Compensation Program

Our Compensation Discussion and Analysis (“CD&A”) section of this proxy statement describes our compensation policies, programs and practices for our named executive officers. The corporate goal-setting, assessment and compensation decision-making processes described in our CD&A apply to all participants in our corporate short- and long-term incentive programs.

Participants in our long-term incentive program receive awards consisting of time-based restricted stock units and performance-based restricted stock units and, in the case of members of the Management Executive Committee and a limited number of other participants, stock options. In addition to our corporate short- and long-term incentive programs, we also maintain a cash incentive plan for certain functional and business roles and our manufacturing facilities offer an annual cash incentive plan.

The Compensation Committee directed management, working with the Committee’s independent consultant, Meridian Compensation Partners, to provide an evaluation of the design of these incentive plans to assess whether any portion of our incentive compensation programs encourages excessive risk taking. That assessment was presented to and reviewed by the Compensation Committee. Among the program features evaluated were the types of compensation offered, the types and mix of performance metrics, the alignment between performance goals, payout curves and the Company’s business strategy, and the overall mix of incentive awards. The Company’s compensation programs are designed with features intended to mitigate risk without diminishing the incentive nature of the program. Specific features of the programs intended to mitigate risk include, as applicable, the following: caps limiting the amount that can be paid under the corporate short- and long-term incentive programs and all of the non-corporate cash incentive programs; a balanced mix of annual and longer-term incentive opportunities; a mix of cash and equity incentives; multiple performance metrics; management processes to oversee risk associated with each of our incentive programs; stock ownership guidelines for members of the Management Executive Committee; company compensation recoupment policies; and significant controls for important business decisions. In our CD&A we describe in more detail the features of our executive compensation programs that are designed to mitigate risk, including the oversight provided by the Compensation Committee, which reviews and approves the design, goals, and payouts under our corporate short- and long-term incentive programs and each executive officer’s compensation. Based on our assessment, we believe our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

12    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Our Leadership Structure — Non-Executive Chair of the Board; Executive Sessions

Sue H. Rataj served as Non-Executive Chair of the Board of Directors from March 9, 2018 until October 1, 2023. Ms. Rataj has advised the Company that she will retire from the Board effective May 31, 2024. To ensure a smooth leadership transition, Ms. Rataj stepped down as Non-Executive Chair effective October 1, 2023 and will remain Chair of the Governance and Nominating and Executive Committees until her retirement from the Board. Michael M. Morrow was elected Non-Executive Chair of the Board effective October 1, 2023.

Although our Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, our Board believes that this leadership structure is appropriate at this time because it allows our Chief Executive Officer to focus on the strategic and operational aspects of our business, while allowing the Non-Executive Chair of the Board to provide independent leadership for the Board. Our Board recognizes that future circumstances may lead it to change the leadership structure depending on Cabot’s needs at the time and, as such, believes that it is important to retain flexibility. In the future, if the Chief Executive Officer also serves as Chair of the Board, our Corporate Governance Guidelines require that an independent director be appointed annually as lead director to set the agenda for and lead the executive sessions of the non-management directors at Board meetings and to undertake such other responsibilities as the independent directors designate.

Key Responsibilities. Our Non-Executive Chair of the Board focuses on the Board’s processes and ensuring it is prioritizing the right matters. Specifically, the Chair has the following responsibilities, and may perform other functions at the Board’s request:

 

 

presiding over meetings of our Board and stockholders, including executive sessions of the non-management directors;

 

serving as an ex-officio member of each Board committee of which he or she is not a member and, upon invitation, attending those committee meetings where possible;

 

establishing an agenda for each Board meeting in collaboration with our CEO and meeting with our CEO following each meeting to discuss any open issues and follow-up items;

 

facilitating and coordinating communication among the non-management directors and our CEO and an open flow of information between management and our Board;

 

leading our Board’s annual performance review in collaboration with the Governance Committee;

 

meeting with each non-management director at least annually;

 

providing assistance to our CEO by attending selected internal business management meetings and meeting with our CEO as necessary;

 

coordinating the periodic review of management’s strategic plan;

 

leading our Board’s review of the succession plans for our CEO in collaboration with the Governance Committee; and

 

working with management on effective stockholder communication and engagement.

How Our Board Operates

Our Board of Directors has six scheduled Board meetings to review and discuss Cabot’s performance and prospects, with calls and communications between meetings as appropriate. The Board interacts directly with senior management during its meetings. The Board typically dedicates one multiple-day meeting a year to a discussion of longer-term strategic matters. During fiscal 2023, the principal focus of this meeting was the Company’s growth strategy and sustainability agenda. Our full Board participates in the SHE&S Committee meeting that is scheduled at this time and focused on a discussion of sustainability matters, including, in fiscal 2023, the Company’s progress against its 2025 Sustainability Goals and the areas of our research and development (“R&D”) focus for breakout technology development to advance our ambition to achieve net zero carbon emissions globally by 2050. As provided in the Board’s Corporate Governance Guidelines, in addition to a new director orientation program, the Company provides continuing education opportunities for all directors on topics that we believe are important to an understanding of the changing landscape affecting our Company, including topics addressing sustainable development. Two areas of particular focus for director education during fiscal 2023, and for which the Board invited outside experts to participate in a broad Board discussion, were (i) the worldwide battery market and how this market is expected to develop in the coming years, and (ii) artificial intelligence. During fiscal 2023, the Board met seven times.

 

CABOT CORPORATION    13


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

A significant portion of the Board’s oversight responsibility is carried out through its four operating committees.

Committee Composition. All of the members of our Audit Committee, Governance and Nominating Committee, Safety, Health, Environment and Sustainability Committee and Compensation Committee satisfy the NYSE’s definition of an independent director.

Committee Operations. Each Committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Each Committee’s meeting materials are available for review by all directors.

Committee Responsibilities. The primary responsibilities of each Committee are listed below. For more detail about the responsibilities and functions of each Committee, see the Committee charters on our website (www.cabotcorp.com) under the heading “Company — About Cabot — Governance — Resources.”

Audit Committee

Members

 

Michael M. Morrow, Chair and member through October 1, 2023

  

Frank A. Wilson, Chair, effective October 1, 2023

 

Raffiq Nathoo

   Michelle E. Williams  

Ten meetings in fiscal 2023

Financial Acumen. Mr. Morrow and Mr. Wilson are “audit committee financial experts” under SEC rules and both of these directors and Mr. Nathoo and Dr. Williams are “financially literate” under NYSE rules.

Primary Responsibilities

The Audit Committee assists the Board of Directors in its oversight of (i) the integrity of Cabot’s financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, (iv) the performance of our internal audit function, and (v) our risk assessment and risk management processes, including with respect to information technology and cybersecurity risk. The Audit Committee, among other functions:

 

 

Has the sole authority to appoint, retain, terminate, and determine the compensation of our independent registered public accounting firm.

 

Monitors the qualifications, independence and performance of our independent registered public accounting firm and approves professional services provided by the independent registered public accounting firm.

 

Reviews with our independent registered public accounting firm the scope and results of the audit engagement.

 

Reviews the activities and recommendations of our independent registered public accounting firm.

 

Discusses Cabot’s annual audited financial statements, quarterly financial statements and earnings releases with management and Cabot’s independent registered public accounting firm, as well as our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Reviews Cabot’s accounting policies, risk assessment and risk management processes, control systems, cybersecurity preparedness, legal matters and compliance activities which includes regular updates of critical concerns raised through our hotline and other compliance reporting channels.

During fiscal 2023, the Committee’s other priorities included treasury matters, including cash and debt management; internal controls practices; accounting matters, including those related to the Company’s deferred tax assets and the reserve established for potential respirator liabilities; and other tax matters. The Committee also discussed the Company’s cyber-security risk management programs.

 

14    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Compensation Committee

Members

 

Matthias L. Wolfgruber, Chair

   William C. Kirby   

Christine Y. Yan

     

Four meetings and two actions by written consent in fiscal 2023

Primary Responsibilities

The primary responsibilities of the Compensation Committee are to:

 

 

Approve the corporate goals and objectives relevant to the compensation of our CEO, evaluate the CEO’s performance in light of those goals and objectives and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation based on this evaluation.

 

Establish policies applicable to the compensation, severance, or other remuneration of Cabot’s Management Executive Committee, review and approve performance measures and goals under incentive compensation plans applicable to such employees, and approve their salaries, annual short-term and long-term incentive awards, any severance payments, and any other remuneration.

 

Review and approve the aggregate amount of bonuses to be paid to participants in Cabot’s annual corporate short-term incentive program.

 

Administer Cabot’s incentive compensation plans for members of the Company’s Management Executive Committee, equity-based plans, and supplemental benefits arrangements, which includes approving the aggregate number of shares of stock granted under Cabot’s long-term incentive program.

 

Monitor the activities of the Company’s Investment Committee.

 

Review on a periodic basis reports prepared by management of pay equity at the Company on the basis of elements of diversity.

 

Review disclosure describing the Company’s human capital resources.

Important items for fiscal 2023 included assessing the effectiveness of our executive compensation programs and establishing appropriate performance measures and goals under our incentive compensation plans for fiscal 2023. The Committee also focused on opportunities to integrate sustainability into the Company’s incentive compensation program, and oversaw the development of DE&I objectives for the portion of the short-term incentive compensation awards payable on the basis of participant individual performance. The Committee received regular updates on trends and regulatory developments affecting executive compensation, and assessed the market competitiveness of our executives’ compensation.

Governance and Nominating Committee

Members

 

Sue H. Rataj, Chair*

   Michael M. Morrow*    Frank A. Wilson

Juan Enriquez

   Matthias L. Wolfgruber   

* Mr. Morrow is expected to be elected Chair of this Committee upon Ms. Rataj’s retirement from the Board.

Five meetings in fiscal 2023

Primary Responsibilities

The Governance Committee is charged primarily with:

 

 

Developing and recommending to the Board corporate governance policies and procedures.

 

Identifying individuals qualified to become directors of Cabot.

 

Recommending director candidates to the Board to fill vacancies and to stand for election at the annual meeting of stockholders.

 

CABOT CORPORATION    15


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

 

Recommending Committee assignments.

 

Recommending topics for the director continuing education program.

 

Leading the annual review of the Board’s performance.

 

Recommending compensation and benefit policies for Cabot’s directors.

 

Reviewing and making determinations regarding interested transactions under Cabot’s Related Person Transaction Policy and Procedures.

 

Assisting the Board in its process with respect to CEO succession planning, including succession planning in the event of unforeseeable events.

During fiscal 2023, the Governance Committee continued its focus on Board composition matters to ensure the Board as a whole has the skills, talents, diversity and expertise needed to meet Cabot’s evolving needs. During the year, the Committee oversaw the Board’s search for a new director as well as the development of director education programs for the Board.

Safety, Health, Environment & Sustainability Committee

Members

 

Juan Enriquez, Chair    Douglas G. Del Grosso   

Cynthia A. Arnold

     

Four meetings in fiscal 2023

Primary Responsibilities

The SHE&S Committee reviews aspects of Cabot’s safety, health, environmental and sustainability performance, process safety, security, product toxicology and registrations, community engagement and governmental affairs. In particular, the Committee reviews the following:

 

 

Cabot’s environmental reserve and risk management and remediation programs.

 

Environmental and safety audit programs, risk assessments, performance metrics and performance against such metrics.

 

Management processes related to our safety, health, environment and sustainability programs.

During fiscal 2023, particular areas of Committee focus included the Company’s corporate sustainability performance and priorities, including alternative approaches to achieving the Company’s net zero ambition; review of the Company’s progress against the Company’s 2025 Sustainability goals, the Company’s SH&E audit program, process safety management programs, planned and anticipated significant environmental-related capital expenditures, environmental remediation activities, as well as the Company’s ratings on third-party ESG-related assessments.

Executive Committee

Members

 

Sue H. Rataj, Chair

   Michael M. Morrow   

Sean D. Keohane

     

No meetings in fiscal 2023

Primary Responsibilities

The Executive Committee reviews and, where appropriate, approves corporate action with respect to the conduct of our business between Board of Directors’ meetings. Actions taken by the Executive Committee are reported to the Board at its next meeting.

 

16    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that address director qualifications (which include the Board’s policy on director overboarding) and independence, Board Committees, director compensation, Board performance evaluations, Board and Committee meetings, access to senior management, and Chief Executive Officer performance evaluation and succession planning, among other matters. Many of the Board’s practices and policies set out in these Guidelines are described throughout this discussion of Board Leadership, Governance and Composition and Risk Management. The Corporate Governance Guidelines are posted on our website (www.cabotcorp.com) under the heading “Company — About Cabot – Governance – Resources.”

How We Assess Director Independence

The Board’s Guidelines. Under our Corporate Governance Guidelines, it is the Board’s policy that at least the majority of the Board’s members must be independent. The Governance Committee annually reviews the independence of all directors and reports its findings to the full Board. All of our current directors are “independent” under the Board’s director independence standards, other than Mr. Keohane, our President and CEO. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with Cabot. The Board’s guidelines for director independence are consistent with the independence requirements in the New York Stock Exchange’s listing standards. The Board evaluates all relevant facts and circumstances in making an independence determination. In assessing director independence, the Board considers all known relationships, transactions and arrangements among directors, their family members, and Cabot. The Board concluded that none of the non-management directors who served as directors during the 2023 fiscal year had a material relationship with Cabot.

How We Evaluate Our Board and Assess Director Recommendations

Each year, the Governance Committee leads our Board’s annual evaluation process. The process focuses on the effectiveness of the Board as a whole, prioritizing issues, and identifying specific matters for future discussion. For 2023, our General Counsel solicited feedback from each director based on a series of questions covering Board and Committee membership, operations, and responsibilities, as well as open-ended questions so that each director had leeway to provide feedback on the issues he or she believed to be the most pertinent. In addition, our Non-Executive Chair conducted one-on-one discussions with each director, during which feedback on individual director performance from other directors was sought. The key themes, observations, and suggestions with respect to the Board’s performance as a whole were summarized and discussed with the full Board. Based on these discussions, opportunities to further enhance the Board’s effectiveness have been and are being implemented.

Board Refreshment. A number of changes have occurred in the Board of Directors over the past several years as part of our continuing efforts to ensure that our Board has the right skills and tenures to best oversee management and the execution of our strategy and the associated risks. Two new directors have joined the Board within the last two years and approximately 40% of our directors have joined within the last five years. Our Board does not have a mandatory retirement policy because the Board is of the view that a mix of tenures that takes into consideration appropriate levels of continuity, institutional memory and fresh perspectives is critical in achieving and maintaining a high-performing board. The Board will continue to proactively manage its composition and make-up to ensure it has the appropriate mix of tenures, diversity, and the requisite skills to address the Company’s current and future needs.

Candidate Recommendations. We identify candidates for election to the Board of Directors through the business networks of the directors and management and from recommendations made by third-party search firms upon the request of the Governance Committee. In fiscal 2023, the Governance Committee retained a search firm to help identify potential candidates with specific skills and professional experience identified by the Committee as important as it considers Board succession planning, as well as potential candidates whose membership on our Board would continue to enhance the Board’s gender and ethnic diversity. Dr. Williams was initially identified as a candidate for election to the Board by a third-party search firm, and upon the recommendation of the Governance Committee, the Board elected Dr. Williams as a director effective September 2023. In evaluating Dr. Williams’s candidacy, the Board considered her extensive

 

CABOT CORPORATION    17


 

2024 PROXY STATEMENT   

 

 

Board Leadership, Governance and Composition, and Risk Management (continued)

 

 

 

experience and business leadership roles in strategy, commercial and operational matters, new business development and innovation across diverse specialty chemicals and advanced materials industries. In addition, Dr. Williams has further enhanced the diversity of our Board. We evaluate candidates recommended by our stockholders in the same manner and on the same basis as candidates recommended by our directors, management, or third-party search firms.

Procedures for Stockholders to Recommend Director Nominees

The Governance Committee has a policy with respect to the submission of recommendations by stockholders of candidates for director nominees, which is available on our website at www.cabotcorp.com under the heading “Company— About Cabot—Governance—Resources”. A stockholder wishing to recommend a candidate must submit the recom- mendation by a date no later than the 120th calendar day before the first anniversary of the date that Cabot released its proxy statement to stockholders in connection with the previous year’s annual meeting. Recommendations should be submitted to the Company’s Secretary in writing at Cabot Corporation, Two Seaport Lane, Suite 1400, Boston, Massachusetts 02210. The notice to the Secretary should include all information about the candidate that Cabot would be required to disclose in a proxy statement in accordance with Securities and Exchange Act rules or as required by the Company’s by-laws, consent of the candidate to serve on the Board of Directors, if nominated and elected, and agreement of the candidate to complete, upon request, questionnaires customary for Cabot directors and to comply with applicable Company policies.

 

18    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

 

 

Governance

Proposal 1 — Election of Directors

 

Board of Directors

Our Board of Directors currently has twelve members and is divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. Three directors are proposed to be elected at the 2024 Annual Meeting. The terms of Cynthia A. Arnold, Douglas G. Del Grosso, and Christine Y. Yan expire at the 2024 Annual Meeting and our Board of Directors has nominated each of them for a three-year term that will expire at the annual meeting in 2027. All of them are current directors and have been elected by stockholders at previous annual meetings.

As previously disclosed, Sue H. Rataj, whose term of office expires at the 2025 Annual Meeting, has decided to retire from the Board effective May 31, 2024. Upon the election of the nominated directors, and following Ms. Rataj’s retirement, Cabot’s Board of Directors will have eleven members. We expect that all of the nominees will be available for election, but if any of the nominees are not available at the time of the 2024 Annual Meeting, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, if no substitute nominees are identified by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than three nominees.

Vote Required

A nominee will be elected to the Board of Directors if the votes properly cast “for” his or her election exceed the votes properly cast “against” such nominee’s election. Abstentions and broker non-votes will have no effect on the results of this vote.

Recommendation

The Board of Directors recommends that you vote “FOR” the election of its three nominees.

 

CABOT CORPORATION    19


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

Certain Information Regarding Directors

 

 

 

LOGO

Cynthia A. Arnold

(Nominee for Election)

  

Director Since: 2018

Committee Memberships: SHE&S

Term of Office Expires: 2024

Age: 65

Independent

Business Experience:

•   Chief Technology Officer, The Valspar Corporation, a global paints and coatings company, January 2011 until retirement in July 2017

•   Chief Technology Officer, Sun Chemical Corporation, a producer of inks, coatings and supplies, pigments, polymers, liquid compounds, solid compounds and application materials, 2004 to 2010

•   Vice President of Coatings, Adhesives and Specialty Chemicals Technology, Eastman
Chemical Company, a global advanced materials and specialty additives company, 2003 to 2004

Other Public Company Boards:

•   Director, Fluence, a global provider of energy storage products and services and digital applications for renewables and storage (October 2021 to present)

•   Member, Supervisory Board, Avantium N.V., a technology company in renewable chemistry (September 2020 to March 2022)

Other Boards and Positions:

•   Director, Milliken & Company, a global diversified industrial company for specialty chemicals, performance materials and textiles (April 2018 to present)

•   Director, Citrine Informatics, an AI/machine learning software provider for chemical and material companies (2018 to present)

Dr. Arnold has a depth of global experience in the specialty chemicals industry, particularly in technology and innovation, with an understanding of the value chains and markets in which Cabot participates.

 

 

LOGO

Douglas G. Del Grosso

(Nominee for Election)

  

Director Since: 2020

Committee Memberships: SHE&S

Term of Office Expires: 2024

Age: 62

Independent

Business Experience:

•   President, Chief Executive Officer and Director, Adient, plc, a global manufacturer of automotive seating, October 2018 until retirement in December 2023

•   President and Chief Executive Officer, Chassix, Holdings, Inc., a supplier of chassis, brake and powertrain components, from 2016 to 2018

•   President and Chief Executive Officer, Henniges Automotive, a provider of sealing systems, anti-vibration components and encapsulated glass systems, from 2012 to 2015

•   Vice President and General Manager, TRW Automotive, a supplier of automotive systems, modules and components, from 2007 to 2012

•   President and Chief Operating Officer, Lear Corporation, a manufacturer of automotive seating and electrical distribution systems, from 2005 to 2007

Other Boards and Positions:

•   Trustee, The Committee for Economic Development of the Conference Board, a global, independent business membership and research organization working in the public interest (September 2022 to present)

Mr. Del Grosso has significant leadership and global operational experience within the automotive sector and valuable experience in management, strategic planning, manufacturing, international business and marketing, and in risk management practices, including with respect to safety, health and environmental matters.

 

 

20    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

 

LOGO

 

Christine Y. Yan

(Nominee for Election)

 

 

Director Since: 2019

Committee Memberships: Compensation

Term of Office Expires: 2024

Age: 58

Independent

Business Experience:

•   Stanley Black & Decker, a global leader in power tools, hand tools and storage solutions, engineered fastening systems and security services:

•  President, Asia, from 2014 to 2018

•  President, Stanley Storage and Workspace Systems, from 2013 to 2014

•  President Americas, Stanley Engineered Fastening, from 2008 to 2013

•  President Global Automotive, Stanley Engineered Fastening, from 2006 to 2008

Other Public Company Boards:

•   Director, Modine Manufacturing Company, a thermal management company (2014 to present)

•   Director, onsemi, a provider of intelligent power and sensing technologies (2018 to present)

•   Director, Ansell Limited, a provider of protective industrial and medical gloves (2019 to present)

Other Boards and Positions:

•   Operating Director, Ammega Group, B.V., a maker of conveyor and transmission belting for a variety of industries (January 2023 to present)

Ms. Yan has extensive background in automotive, industrial and consumer markets with years of experience in global manufacturing and engineering, and significant experience with international business, particularly in Asia.

 

   

 

LOGO

 

Michael M. Morrow Non-Executive

Chair of the Board

 

 

Director Since: 2017

Committee Memberships: Executive, Governance

Term of Office Expires: 2025

Age: 68

Independent

Business Experience:

•   Partner, PricewaterhouseCoopers, a public accounting firm, 1986 until retirement in June 2016, as audit partner, including with responsibility for assessing cybersecurity risk at various audit clients, and in various leadership and governance roles, including Lead Director of PwC’s U.S. Board of Partners

•   Consultant, PwC, June 2016 to June 2017

Other Boards and Positions:

•   Chair, Financial Accounting Standards Advisory Committee (FASAC), an advisory body to the Financial Accounting Standards Board (FASB) (beginning January 2020, and Member from January 2019 to present)

•   Member, Board of Visitors, Wake Forest University School of Business (2011 to 2017)

•   Member, Business Advisory Council, University of Rhode Island School of Business (2010 to 2015)

Mr. Morrow has substantial expertise in accounting, finance and financial reporting matters, in risk management practices, including in the areas of cybersecurity and information systems, and significant leadership, business and corporate governance experience.

   

 

CABOT CORPORATION    21


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

 

LOGO

 

Sue H. Rataj

 

 

Director Since: 2011

Committee Memberships: Executive (Chair), Governance (Chair)

Term of Office Expires: 2025

Age: 67

Independent

Business Experience:

•   Chief Executive, Petrochemicals for BP, a global energy company, April 2008 until retirement in April 2011

•   Senior management positions with BP, including Group Vice President, Refining and Marketing, July 2007 to April 2008

Other Public Company Boards:

•   Director, Agilent Technologies, Inc., a global leader providing instruments, software and consumables to laboratories in the life sciences, diagnostics and applied chemical markets (2015 to present)

•   Supervisory Board Member, Bayer AG, a life science enterprise developing and manufacturing products in the pharmaceuticals, consumer health, animal health and crop science segments (2012 to 2017)

Ms. Rataj has substantial leadership and strategic planning experience, significant expertise in industrial manufacturing operations, safety, health and environmental matters, risk management, R&D efforts, accounting and finance matters, particularly in the context of a global chemicals company, as well as extensive corporate governance experience.

 

   

 

LOGO

 

Michelle E. Williams

 

Director Since: 2023

Committee Memberships: Audit

Term of Office Expires: 2025

Age: 62

Independent

Business Experience:

•   Global Group President of Altuglas International, a manufacturer of polymethyl methacrylate (PMMA) and a subsidiary of Arkema S.A., a manufacturer of specialty chemicals and advanced materials (2015 to 2021)

•   Global Group President, Hydrogen Peroxide and Derivatives, Arkema S.A. (2011 to 2015)

Other Public Company Boards:

•   Director, Brady Corporation, a manufacturer and supplier of identification solutions and workplace safety products (2019 to present)

Dr. Williams has extensive experience in strategic planning, commercial and operational excellence, including in the area of safety, health and environmental matters, new business development, and innovation across diverse specialty chemicals and advanced materials industries.

 

   

 

22    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

 

LOGO

Frank A. Wilson

 

 

Director Since: 2018

Committee Memberships: Audit (Chair), Governance

Term of Office Expires: 2025

Age: 65

Independent

Business Experience:

•   Senior Vice President and Chief Financial Officer, PerkinElmer, Inc., a life sciences diagnostics, discovery and analytical solutions company, May 2009 until retirement in May 2018

•   Finance, business development and investor relations leadership positions, Danaher Corporation, a life sciences and industrial conglomerate, 1997 to May 2009

Other Public Company Boards:

•   Director, Alkermes, a fully integrated, global biopharmaceutical company (September 2019 to present)

•   Director, Novanta, Inc., a technology partner to medical and advanced industrial OEMs (May 2021 to present)

•   Director, Sparton Corporation, a provider of design, development and manufacturing services for electromechanical devices (2015 to March 2018)

Other Boards and Positions:

•   Senior Advisor, Astor Place Holdings, the private investment arm of Select Equity Group, L.P. (2018 to present; Interim Chief Executive Officer of portfolio company, Douglas Electrical Components, June 2023 to November 2023)

Mr. Wilson has significant financial expertise and skills in strategic planning, investor relations and business development within international public companies, and leadership experience in risk management practices, including in the areas of cybersecurity and information systems.

 

    

 

 

LOGO

 

Matthias L. Wolfgruber

 

 

Director Since: 2014

Committee Memberships: Compensation (Chair), Governance

Term of Office Expires: 2025

Age: 70

Independent

Business Experience:

•   Chief Executive Officer, Altana AG, a global specialty chemicals company, 2007 until retirement in January 2016

•   President and Chief Executive Officer, Altana Chemie AG, member of the management board of Altana AG, 2002 to 2007

Other Public Company Boards:

•   Chairman, Lanxess AG, a leading global manufacturer of specialty chemicals and intermediates (May 2018 to present, and Supervisory Board Member from 2015 to 2018)

Other Boards and Positions:

•   Chairman, Altana AG (May 2020 to present, and Supervisory Board Member from 2016 to 2020)

•   Supervisory Board, Grillo-Werke AG, a manufacturer and supplier of zinc alloy products and chemicals (2014 to March 2021)

•   Chairman, Ardex Group, a global supplier of high-performance specialty building materials (2015 to March 2021)

Dr. Wolfgruber has extensive leadership experience managing specialty chemicals businesses with global operations, with particular expertise in manufacturing, strategic investments and acquisitions, R&D activities and in safety, health and environmental matters.

 

   

 

CABOT CORPORATION    23


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

 

LOGO

 

Juan Enriquez

 

 

Director Since: 2005

Committee Memberships: SHE&S (Chair), Governance

Term of Office Expires: 2026

Age: 64

Independent

Business Experience:

•   Chairman and Chief Executive Officer, Biotechonomy Ventures, a life sciences research and investment firm, since 2003

•   Managing Director, Excel Venture Management, a life sciences investment company, since March 2008

•   Director, Life Science Project at Harvard Business School, 2001 to 2003

Other Boards and Positions:

•   Director, various start-up companies

•   Trustee, Boston Museum of Science

•   Trustee, American Academy of Arts and Sciences

•   Trustee, GBH

•   Trustee, QuestBridge

Mr. Enriquez has significant expertise in technology, start-up companies and international business, leadership experience from his broad experience in technology ventures, and with respect to safety, health and environmental matters.

 

   

 

LOGO

 

Sean D. Keohane

 

 

Director Since: 2016

Committee Memberships: Executive

Term of Office Expires: 2026

Age: 56

Business Experience:

•   President, Chief Executive Officer and Director, Cabot Corporation, since March 2016

•   Executive Vice President, President, Reinforcement Materials, November 2014 to March 2016; Senior Vice President, President, Performance Chemicals, March 2012 to November 2014; Vice President and General Manager, Performance Chemicals, May 2008 to March 2012; Vice President in March 2005; joined Cabot Corporation August 2002

•   General management positions, Pratt & Whitney, a division of United Technologies, prior to 2002

Other Public Company Boards:

•   Director, The Chemours Company, a global provider of performance chemicals (2018 to present)

Other Boards and Positions:

•   Director, American Chemistry Council, a trade association representing the business of chemistry at the global, national and state levels (2016 to present)

Mr. Keohane has a deep understanding of Cabot’s businesses, strong knowledge of the chemicals industry and significant experience in management, strategic planning, manufacturing, international business and marketing, and in risk management practices, including with respect to safety, health and environmental matters.

   

 

24    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Proposal 1 — Election of Directors (continued)

 

 

 

 

LOGO

 

William C. Kirby

 

 

Director Since: 2012

Committee Memberships: Compensation

Term of Office Expires: 2026

Age: 72

Independent

Business Experience:

•   Spangler Family Professor of Business Administration, Harvard Business School; T.M. Chang Professor of China Studies, Harvard University, since July 2008

•   Harvard University Distinguished Service Professor and Chairman of the Harvard China Fund, since July 2006

•   Harvard faculty member since 1992, served as Chair of Harvard’s History Department, Director of the Harvard University Asia Center, Dean of the Faculty of Arts and Sciences and Director of the Fairbank Center for Chinese Studies

Other Public Company Boards:

•   Director, The Taiwan Fund, Inc., a diversified closed-ended management investment company (2013 to present)

•   Director, The China Fund, Inc., a non-diversified closed-ended management investment company (2007 to 2019)

Other Boards and Positions:

•   Director, Harvard University Press

•   Director, Harvard Magazine

•   Director, The American Council of Learned Societies, a federation of scholarly organizations whose mission is to promote the circulation of humanistic knowledge throughout society (2018 to present)

•   Director, JAMM Active Limited, a global producer of innovative performance fabrics for athletic use (2016 to January 2021)

Mr. Kirby has extensive business knowledge, and particular expertise regarding the business, economic and political environment in China and international markets, as well as significant experience managing safety, health and environmental matters as Dean of Harvard University’s Faculty of Arts and Sciences.

 

   

 

LOGO

 

Raffiq Nathoo

 

 

Director Since: 2022

Committee Memberships: Audit

Term of Office Expires: 2026

Age: 57

Independent

Business Experience:

•   Managing Partner, TX3 Sage Rock, a private investment management firm, since August 2019

•   Executive-in-Residence, New Mountain Capital, LLC, an alternative asset management firm (2015 to 2017)

•   Senior Managing Director, Blackstone, a global investment and advisory firm (2000 to 2014)

•   Managing Director and other positions, Blackstone (1991 to 1999)

Other Boards and Positions:

•   Director, IREX, a global development and education organization operating internationally (2020 to present)

•   Trustee, The Nightingale-Bamford School, a K-12 independent school for girls (2015 to present)

Mr. Nathoo has significant leadership experience, international financial and capital markets expertise, both as an investor and an M&A advisor, and broad strategic planning and risk management experience.

 

   

 

CABOT CORPORATION    25


 

2024 PROXY STATEMENT   

 

 

 

 

Other Governance Policies and Practices

 

Transactions with Related Persons

Policy and Procedures for the Review of Related Person Transactions

Our Board has adopted a written policy for the review and approval of transactions involving related persons. “Related persons” consist of any person who is or was a director, nominee for director or executive officer of Cabot (since the beginning of the last fiscal year, even if they do not presently serve in that role), any greater than 5% stockholder of Cabot and the immediate family members of any of those persons. The Governance Committee is responsible for applying the policy with the assistance of our General Counsel.

Transactions covered by the policy consist of any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships in which (1) the aggregate amount involved will or may be expected to exceed $120,000 with respect to any fiscal year, (2) Cabot is a participant and (3) any related person has or will have a direct or indirect interest, other than solely as a result of being a director or a less than 10% beneficial owner of another entity (an “interested transaction”). Under the policy, the following interested transactions have a standing pre-approval from the Governance Committee, even if the aggregate amount is greater than $120,000:

 

 

Certain sales of stock by executive officers to Cabot. (1) Sales of Cabot stock by an executive officer (including the CEO) to Cabot pursuant to the terms of our long-term incentive program or (2) other sales by executive officers (excluding the CEO) provided that the sale has been approved by our CEO, the per share purchase price is the fair market value of our common stock on the date of sale, the proceeds from the sale to the executive officer do not exceed $500,000, and the sale does not take place during a quarterly blackout period.

 

Certain transactions with other companies. Any transaction between Cabot and another company if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of that company’s total revenues. This pre-approval applies if the related person’s only relationship is as an employee (other than executive officer), director or beneficial owner of less than 10% of the other company’s shares.

 

Employment of executive officers; director compensation. Any employment by Cabot of an executive officer if the related compensation is required to be reported in our proxy statement or if the compensation was approved by our Compensation Committee. Any compensation paid to a director if the compensation is required to be reported in our proxy statement.

 

Other transactions. Competitively bid or regulated public utility services transactions; transactions involving trustee-type services; and transactions where the related person’s interest arises solely from the ownership of our common stock and all common stockholders received the same benefit on a pro rata basis.

Each interested transaction by a related person that does not have standing pre-approval under the policy should be reported to our General Counsel for presentation to the Governance Committee for approval before its consummation. The Chair of the Governance Committee has the authority to pre-approve or ratify (as applicable) any interested transaction with a related person in which the aggregate amount involved is expected to be less than $500,000. In determining whether to approve or ratify an interested transaction, the Governance Committee and the Chair may take into account such factors as they deem appropriate, which may include whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Transactions with Related Persons

Since the beginning of fiscal 2023, Cabot and its subsidiaries had no transactions, nor are there any currently proposed transactions, in which Cabot or its subsidiaries was or is to be a participant and the amount involved exceeds $120,000 and any related person (as defined above) had or will have a direct or indirect material interest reportable under SEC rules.

 

26    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Other Governance Policies and Practices (continued)

 

 

Stockholder Engagement

The Company welcomes stockholder engagement. Our directors are available to answer questions from stockholders at the 2024 Annual Meeting about the business of the meeting. In addition, management of the Company conducts stockholder outreach throughout the year to ensure management and the Board understand and consider the issues that matter most to our stockholders. We provide regular updates regarding the Company’s performance and strategic actions to the investor community, and we participate in numerous investor conferences, one-on-one meetings, earnings calls, investor days, and educational investor and analyst conversations. We also communicate with stockholders and other stakeholders through various media, including our annual report, proxy statement and other filings with the SEC, news releases and our website. We believe ongoing stockholder engagement allows us to respond effectively to stockholder concerns.

Director Attendance at Meetings

During fiscal 2023, each director attended at least 75% of the aggregate of the total Board meetings and the total meetings held by all of the Committees on which he or she served during the periods that he or she served. The 2023 Annual Meeting was held in a virtual meeting format by live webcast and each of our Directors attended and were available to respond to questions.

Code of Business Ethics and Training

We have adopted a code of ethics that applies to all of our employees and directors, including the Chief Executive Officer, the Chief Financial Officer, the Controller and other senior financial officers. In fiscal 2023, each of our directors completed our Code of Business Ethics on-line compliance training program that we require our employees to complete. In addition, in fiscal 2023, as part of our compliance training and risk mitigation efforts, employee training on anti-bribery and corruption was required of all employees in non-production roles, and training on cybersecurity risks was required of all Cabot employees who have access to our information technology systems. The Code of Business Ethics is posted on our website (www.cabotcorp.com) under the caption “Company —About Cabot — Code of Business Ethics.”

Communicating Concerns to the Board

Stockholders or other interested parties wishing to communicate with the Board, the non-management directors or any individual director may contact the Non-Executive Chair of the Board by calling 1-800-853-7602; or by sending an email through our website using the link that is located under the caption “Company — About Cabot — Governance — Contact the Board of Directors”.

Anyone who has a complaint or concern regarding our accounting, internal accounting controls or auditing matters may communicate that concern to the Chair of the Audit Committee by calling 1-800-853-7602; or by sending an email through our website using the link that is located under the caption “Company — About Cabot — Governance — Contact the Board of Directors”. All such communications to the Board of Directors or the Audit Committee will also be sent to Cabot’s Office of Compliance.

 

CABOT CORPORATION    27


 

2024 PROXY STATEMENT   

 

 

 

 

Director Compensation

 

Annual compensation for our non-employee directors is comprised of cash compensation and a grant of Cabot common stock. The Governance Committee is responsible for reviewing the form and amount of compensation paid to our non-employee directors and recommends changes to our Board of Directors as appropriate. In November 2023, the Governance Committee, with the assistance of Meridian, a national executive compensation firm, evaluated the competitiveness of the Company’s director compensation program, which included a review of director compensation data from the same peer group of companies our Compensation Committee uses for assessing its executive compensation decisions. Based on this evaluation and upon the recommendation of the Governance Committee, our Board of Directors approved changes to our non-employee director compensation program as follows: effective January 1, 2024, we (i) increased the annual equity retainer from $135,000 to $155,000; and (ii) increased the annual retainer paid to the Chair of the Compensation Committee from $15,000 to $20,000. Directors who are Cabot employees do not receive compensation for their services as directors.

Cash Compensation

With the changes described above, effective January 1, 2024, annual cash compensation for our non-employee directors consists of the following components:

 

 

$95,000 retainer

 

$20,000 for serving as Chair of the Audit Committee

 

$20,000 for serving as Chair of the Compensation Committee ($15,000 for fiscal 2023 service)

 

$15,000 for serving as Chair of the SHE&S Committee

 

$15,000 for serving as Chair of the Governance & Nominating Committee

 

$120,000 for serving as Non-Executive Chair of the Board of Directors

Cash compensation is paid quarterly and, when changes occur in Board or Committee membership during a quarter, the compensation is pro-rated.

Stock Compensation

Under the Cabot Corporation 2015 Directors’ Stock Compensation Plan (the “Directors’ Stock Plan”), each non-employee director is eligible to receive each calendar year shares of Cabot common stock as part of his or her compensation for services to be performed in that year. For calendar year 2023, each non-employee director who was serving as a director at the time the awards were granted in January received an award of shares having a grant date value as close as possible to $135,000 (1,854 shares). The closing price of our common stock on January 12, 2023, the date such shares were granted, was $72.81. Upon her election to the Board, effective September 13, 2023, Dr. Williams received an award of shares having a grant date value as close as possible to $45,000 (655 shares) as compensation for her services as a non-employee director to be performed in calendar year 2023. The closing price of our common stock on September 13, 2023 was $68.75. For calendar year 2024, each non-employee director received an award of shares having a grant date value as close as possible to $155,000 (2,035 shares).

As of January 16, 2024, there were 151,134 shares available for issuance under the Directors’ Stock Plan. If Proposal 3 is approved by our stockholders, we will no longer make awards under the Directors’ Stock Plan and instead will make awards under the Cabot Corporation 2024 Non-Employee Director Plan.

We believe that it is desirable for our directors to have an equity interest in Cabot and we encourage all directors to own a reasonable amount of Cabot stock to align director and stockholder interests and to enhance a director’s long-term perspective. Accordingly, our Corporate Governance Guidelines require non-employee directors to have an equity ownership in Cabot in an amount equal to five times the annual cash retainer paid for service as a director. It is expected that this ownership level will generally be achieved within a five-year period beginning when a director is first elected to the Board. For purposes of determining a director’s compliance with this ownership requirement, any deferred shares

 

28    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Director Compensation (continued)

 

 

 

held by a director are considered owned by the director. In addition, each non-employee director is required to retain the shares granted in any given year for a period of at least three years from the date of issuance or until the director’s earlier retirement.

Reimbursement of Certain Expenses

Our Corporate Governance Guidelines state that Cabot will not provide retirement or other benefits or perquisites to non-employee directors. Directors, however, are reimbursed for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Committee meetings and other Cabot business-related events and are covered by Cabot’s travel accident insurance policy for such travel.

Deferred Compensation

Under the Cabot Corporation Non-Employee Directors’ Deferral Plan (the “Deferred Compensation Plan”), directors can elect to defer receipt of any cash compensation payable in a calendar year for a period of at least three years or until they cease to be members of the Board of Directors. In any year, these deferred amounts are, at the director’s choice, either (i) credited with interest at a rate equal to the Moody’s Corporate Bond Rate for the month of November prior to the beginning of the applicable year or (ii) treated as invested in Cabot phantom stock units, based on the market price of shares of Cabot common stock at the time of deferral (with dividends paid on shares credited and treated as if reinvested in Cabot phantom stock units). Messrs. Enriquez and Nathoo and Dr. Wolfgruber elected to defer receipt of their calendar years 2022 and 2023 cash compensation, as applicable, and treat the deferred amounts as invested in Cabot phantom stock units. Mr. Del Grosso elected to defer receipt of his calendar year 2022 cash compensation and treat the deferred amounts as invested in Cabot phantom stock units. Mr. Kirby elected to defer receipt of his calendar years 2022 and 2023 cash compensation and have it credited with interest at a rate equal to the Moody’s Corporate Bond Rate. The Moody’s Corporate Bond Rate used to calculate interest during calendar year 2023 was 5.56%.

Under the Deferred Compensation Plan, directors also may defer receipt of the shares of common stock issuable to them under the Directors’ Stock Plan. For each share of stock deferred, a director is credited with one Cabot phantom stock unit to a notional account created in the director’s name. Dividends that would otherwise be payable on the deferred shares accrue in the account and are credited with interest at a rate equal to the Moody’s Corporate Bond Rate for the month of November prior to the beginning of the year. The rate used to calculate interest during calendar year 2023 was 5.56%. At the end of the deferral period, the deferred shares of Cabot common stock are issued to the director, along with the accrued cash dividends and interest earned, either in one issuance or in installments over a period of up to ten years, as selected by the director. Messrs. Enriquez, Kirby, Morrow, Nathoo, and Wilson, Ms. Yan, and Drs. Arnold, Williams, and Wolfgruber elected to defer their calendar year 2023 stock awards.

 

CABOT CORPORATION    29


 

2024 PROXY STATEMENT   

 

 

Director Compensation (continued)

 

 

 

Director Compensation Table

The following table sets forth the compensation earned by our non-employee directors in fiscal 2023:

 

Name

 

  

Fees Earned or

Paid in Cash

($)(1)

 

  

Stock

Awards

($)(2)

 

    

Change in

Pension

Value and
Nonqualified
Deferred
Compensation

Earnings($)(3)

 

    

Total($)

 

 

  Cynthia A. Arnold

  

  95,000

  

 

134,990

 

  

 

38

 

  

 

230,028 

  Douglas G. Del Grosso

  

  95,000

  

 

134,990

 

  

 

184

 

  

 

230,174 

  Juan Enriquez

  

110,000

  

 

134,990

 

  

 

3,519

 

  

 

248,509 

  William C. Kirby

  

  95,000

  

 

134,990

 

  

 

17,974

 

  

 

247,964 

  Michael M. Morrow

  

115,000

  

 

134,990

 

  

 

492

 

  

 

250,482 

  Raffiq Nathoo

  

  95,000

  

 

134,990

 

  

 

20

 

  

 

230,010 

  Sue H. Rataj

  

230,000

  

 

134,990

 

  

 

 

  

 

364,990 

  Michelle E. Williams

  

    4,948

  

 

45,031

 

  

 

 

  

 

49,979 

  Frank A. Wilson

  

  95,000

  

 

134,990

 

  

 

373

 

  

 

230,363 

  Matthias L. Wolfgruber

  

110,000

  

 

134,990

 

  

 

989

 

  

 

245,979 

  Christine Y. Yan

  

  95,000

  

 

134,990

 

  

 

295

 

  

 

230,285 

 

1.

Cash compensation earned reflects changes in Board service that occurred during the fiscal year. The amounts reported in this column for Messrs. Enriquez, Kirby, and Nathoo and Dr. Wolfgruber, and $23,750 of the amount reported for Mr. Del Grosso, were deferred under the Deferred Compensation Plan described above.

2.

Reflects the grant date fair value of shares of Cabot common stock granted to each non-employee director computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value was calculated by multiplying the number of shares granted to the director by the closing price of our common stock on the date of grant, which, for all directors, other than Dr. Williams, was January 12, 2023 ($72.81). The date of grant for Dr. Williams was September 13, 2023 ($68.75). The stock awards reported in this column for Messrs. Enriquez, Kirby, Morrow, Nathoo and Wilson, Ms. Yan, and Drs. Arnold, Williams, and Wolfgruber were deferred under the Deferred Compensation Plan described above.

3.

Represents above-market interest (the portion exceeding 120% of the applicable long-term rate) on compensation deferred under the Deferred Compensation Plan.

 

30    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

 

Beneficial Stock Ownership of Directors, Executive

Officers and Persons Owning More Than Five

Percent of Common Stock

 

The following table shows the amount of Cabot common stock beneficially owned as of January 16, 2024 (unless otherwise indicated) by each person known by Cabot to beneficially own more than 5% of our outstanding common stock, by each director of Cabot, by each of Cabot’s named executive officers and by all directors and executive officers of Cabot as a group. Unless otherwise indicated, each person has sole investment and voting power over the securities listed in the table.

 

 

Name

 

  

 

Total Number
of Shares
(1)

 

   

 

Percent of  

Class(2)  

 

 

  Holders of More than Five Percent of Common Stock

    

BlackRock, Inc.

     6,888,619 (3)      12.43

50 Hudson Yards

    

New York, NY 10001

    

The Vanguard Group

     6,318,067 (4)      11.40

100 Vanguard Blvd.

    

Malvern, PA 19355

    

Wellington Management Group LLP

     4,798,288 (5)      8.65

c/o Wellington Management Company LLP

    

280 Congress Street

    

Boston, MA 02210

    

FMR LLC

     3,691,125 (6)      6.65

245 Summer Street

    

Boston, MA 02210

    

EARNEST Partners, LLC

     3,113,136 (7)      5.61

1180 Peachtree Street NE, Suite 2300

    

Atlanta, GA 30309

    

  Directors and Executive Officers

    

Cynthia A. Arnold

     15,534 (8)      *  

Douglas G. Del Grosso

     10,993 (9)      *  

Juan Enriquez

     41,352 (10)      *  

Karen A. Kalita

     47,526 (11)      *  

Hobart C. Kalkstein

     106,270 (12)      *  

Sean D. Keohane

     1,035,339 (13)      1.84

William C. Kirby

     25,414 (14)      *  

Erica McLaughlin

     119,103 (15)      *  

Michael M. Morrow

     18,216 (16)      *  

Raffiq Nathoo

     5,180 (17)      *  

Sue H. Rataj

     27,460       *  

Michelle E. Williams

     2,690 (18)      *  

 

CABOT CORPORATION    31


 

2024 PROXY STATEMENT   

 

 

Beneficial Stock Ownership of Directors, Executive Officers and Persons Owning More Than Five Percent of Common Stock (continued)

 

 

 

Name

 

  

 

Total Number
of Shares
(1)

 

   

 

Percent of  

Class(2)  

 

 

Frank A. Wilson

     14,466 (19)      *  

Matthias L. Wolfgruber

     21,755 (20)      *  

Christine Y. Yan

     13,085 (21)      *  

Jeff Zhu

     233,180 (22)      *  

Directors and executive officers as a group (16 persons)

     1,737,563 (23)      3.07

 

*

Less than one percent.

1.

For Cabot’s executive officers, the number includes shares of Cabot common stock held for their benefit by the trustee of Cabot’s 401(k) Plan. The shares of common stock allocated to the accounts of Cabot’s executive officers in the 401(k) Plan constitute less than 1% of our common stock.

2.

The calculation of percentage of ownership of each listed beneficial owner is based on 55,429,217 shares of Cabot common stock, which represents the number of shares outstanding on January 16, 2024, plus any shares that such individual or entity has the right to acquire within 60 days of January 16, 2024, unless otherwise noted.

3.

Based on a Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”). The Schedule 13G/A reports that BlackRock has sole voting power with respect to 6,779,946 shares and sole dispositive power with respect to 6,888,619 shares.

4.

Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group (“Vanguard”). The Schedule 13G/A reports that Vanguard has shared voting power with respect to 94,660 shares, sole dispositive power with respect to 6,167,536 shares and shared dispositive power with respect to 150,531 shares.

5.

Based on Schedule 13G/A filed with the SEC on February 6, 2023 by Wellington Management Group LLP (“Wellington”). The Schedule 13G/A reports that Wellington has shared voting power with respect to 4,122,647 shares and shared dispositive power with respect to 4,798,288 shares.

6.

Based on Schedule 13G filed with the SEC on February 9, 2023 by FMR LLC (“FMR”). The Schedule 13G reports that FMR has sole dispositive power with respect to 3,691,125 shares.

7.

Based on Schedule 13G/A filed with the SEC on February 14, 2023 by EARNEST Partners, LLC (“Earnest”). The Schedule 13G/A reports that Earnest has sole voting power with respect to 2,343,163 shares and sole dispositive power with respect to 3,113,136 shares.

8.

Includes 4,108 shares the receipt of which Dr. Arnold has deferred under applicable Cabot deferred compensation plans.

9.

Includes 9,139 shares the receipt of which Mr. Del Grosso has deferred under applicable Cabot deferred compensation plans.

10.

Includes 39,252 shares the receipt of which Mr. Enriquez has deferred under applicable Cabot deferred compensation plans. Mr. Enriquez has shared investment power with respect to 2,100 shares.

11.

Includes 25,317 shares of common stock that Ms. Kalita has the right to acquire within 60 days of January 16, 2024 upon the exercise of stock options and 576 shares of Cabot common stock held by the trustee for Cabot’s 401(k) Plan for her benefit.

12.

Includes 48,880 shares of common stock that Mr. Kalkstein has the right to acquire within 60 days of January 16, 2024 upon the exercise of stock options and 7,082 shares of Cabot common stock held by the trustee for Cabot’s 401(k) Plan for his benefit.

13.

Includes 790,659 shares of common stock that Mr. Keohane has the right to acquire within 60 days of January 16, 2024 upon the exercise of stock options and 13,490 shares of Cabot common stock held by the trustee for Cabot’s 401(k) Plan for his benefit.

14.

Mr. Kirby has deferred receipt of these shares under applicable Cabot deferred compensation plans.

15.

Includes 81,296 shares of common stock that Ms. McLaughlin has the right to acquire within 60 days of January 16, 2024 upon the exercise of stock options.

16.

Includes 16,216 shares the receipt of which Mr. Morrow has deferred under applicable Cabot deferred compensation plans.

17.

Mr. Nathoo has deferred receipt of these shares under applicable Cabot deferred compensation plans.

18.

Dr. Williams has deferred receipt of these shares under applicable Cabot deferred compensation plans.

19.

Mr. Wilson has deferred receipt of these shares under applicable Cabot deferred compensation plans.

20.

Dr. Wolfgruber has deferred receipt of these shares under applicable Cabot deferred compensation plans.

21.

Ms. Yan has deferred receipt of these shares under applicable Cabot deferred compensation plans.

22.

Includes 154,805 shares of common stock that Mr. Zhu has the right to acquire within 60 days of January 16, 2024 upon the exercise of stock options.

23.

Shares of our common stock shown as being beneficially owned by directors and executive officers as a group includes 21,148 shares of Cabot common stock held by the trustee for Cabot’s 401(k) Plan for the benefit of such persons, as applicable.

 

32    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

 

 

Executive Compensation

 

Compensation Committee Report

The Compensation Committee of the Board of Directors (referred to as the “Compensation Committee” or the “Committee”) has reviewed the CD&A section included in this proxy statement. The Compensation Committee has also reviewed and discussed the CD&A with the members of management who are involved in the compensation process.

Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Matthias L. Wolfgruber, Chair

William C. Kirby

Christine Y. Yan

Compensation Discussion and Analysis

As context for our named executive officers’ fiscal 2023 compensation, below we summarize Cabot’s fiscal 2023 performance and provide an overview of the decisions made with respect to executive compensation in fiscal 2023 and our executive compensation programs for that fiscal year. We then describe our compensation philosophy and objectives, our compensation setting process and other compensation and governance related policies, and the compensation awarded, earned, and paid for fiscal 2023. For fiscal 2023 our named executive officers and their current positions are:

 

 

Sean D. Keohane, President and Chief Executive Officer;

 

Erica McLaughlin, Executive Vice President and Chief Financial Officer, and Head of Corporate Strategy;

 

Karen A. Kalita, Senior Vice President and General Counsel;

 

Hobart C. Kalkstein, Executive Vice President and President, Reinforcement Materials Segment and Americas Region, with executive responsibility for Digital; and

 

Jeff Zhu, Executive Vice President and President, Performance Chemicals Segment and Asia Pacific Region.

Executive Summary

Our Performance in Fiscal 2023

In early fiscal 2022 we introduced our Creating for Tomorrow growth strategy following the successful execution of our Advancing the Core strategy. Under our Creating for Tomorrow strategy, we have charted a new path for growth and value creation for our Company and intend to leverage our existing strengths to lead in performance and sustainability: to Grow based on investing for advantaged growth, to Innovate by developing products and processes that enable a better future, and to Optimize by driving continuous improvement in all we do.

FISCAL 2023 FINANCIAL HIGHLIGHTS

 

 

LOGO

 

CABOT CORPORATION    33


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Overall, we had a strong fiscal 2023 and continued to execute against our strategy and advance a number of strategic initiatives. Notably, our teams around the world navigated a challenging macroeconomic and geopolitical environment in fiscal 2023, which was reflected in lower demand in our key end markets, a weak business environment in China and significant levels of customer destocking. Despite these challenges, we

 

 

generated strong diluted earnings per share (“EPS”) of $7.73 and adjusted EPS* of $5.38; generated income before income taxes and equity in earnings of affiliated companies of $451 million and total segment earnings before income and tax (“EBIT”)* of $607 million, with record EBIT in our Reinforcement Materials segment of $482 million, an increase from fiscal 2022, and EBIT in our Performance Chemicals segment of $125 million, a decrease from fiscal 2022;

 

generated cash flow from operating activities of $595 million and discretionary free cash flow (“DFCF”)* of $355 million;

 

reduced net working capital (“NWC”)** by $92 million, however, because of the decline in the demand environment during the fiscal year, we were unable to reduce our inventory levels at the same pace as our sales declined, which contributed to our not achieving our NWC days incentive target; and

 

maintained a strong balance sheet and liquidity position, ending the year with a cash balance of $238 million and with liquidity, measured as cash balance plus available borrowing capacity under our credit facilities, of $1.3 billion.

We also made progress on a number of strategic initiatives and growth investments that we believe will allow us to continue to grow in our core markets and to participate, in the future, in the growth anticipated with the global transition to electric vehicles and to digital printing, while continuing to advance our focus on sustainability. During the year,

 

 

we launched our EVOLVE® Sustainable Solutions technology platform, which is focused on advancing sustainable reinforcing carbons;

 

we established our EMEA Technology Center in Münster, Germany, which we expect will enable us to enhance our battery materials development capability and strengthen our technology collaboration in Europe with other participants in the battery materials industry;

 

following our acquisition from Tokai Carbon Group of its carbon black manufacturing facility in Tianjin, China in 2022, we continued to make technical upgrades to convert certain manufacturing units to allow us to produce conductive additives to support anticipated growth in our Battery Materials product line;

 

within our Inkjet product line, we commenced operations of a new production line at our manufacturing facility in Haverhill, Massachusetts, to increase our global capacity for aqueous pigment dispersions to enable us to meet the growing demand of digital printing in commercial and packaging applications;

 

we returned $88 million in cash to our stockholders through dividends, which included an 8% increase in our dividend as of May 2023, and repurchased $98 million of shares of our common stock;

 

we maintained our strong record of performance in employee safety, with a Total Recordable Incident Rate based on the number of injuries per 200,000 work hours for employees and contractors for fiscal 2023 of 0.14, keeping us in the upper tier of chemical and industrial companies; and

 

we received continued recognition for our commitment to ESG leadership, including a Platinum rating from EcoVadis, an independent sustainability monitoring organization, for our Sustainability Report, and in December 2023 we were named one of America’s Most Responsible Companies 2024 by Newsweek magazine for the fifth consecutive year.

Highlights of our Fiscal Year 2023 Named Executive Officer Compensation Decisions and the Impact of Company Performance on Compensation.

We believe fiscal 2023 compensation aligned our named executive officers’ compensation with our corporate performance, with a significant portion of the compensation paid to our named executive officers based on our performance against pre-established corporate financial goals. Specifically, 65% of the total direct compensation opportunity for our CEO (base salary, target short-term incentive (“STI”) award and long-term incentive (“LTI”) awards (with performance-based restricted stock units (“PSUs”) valued at target)) was performance-based and not guaranteed, and, on average, the percentage of total direct compensation opportunities for our other named executive officers that was performance-

 

*

Adjusted EPS, Total Segment EBIT, and Discretionary Free Cash Flow are not measures of performance under U.S. generally accepted accounting principles (“GAAP”). Please see Appendix A for reconciliations to the most comparable GAAP financial measures and other information regarding these measures.

**

Net working capital includes accounts receivable, inventory and accounts payable and accrued expenses.

 

34    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

based was 56%. The charts below show the total direct compensation opportunities provided to our named executive officers for fiscal 2023, as well as the mix between short-and long-term compensation, noting the elements that constitute performance-based compensation.

 

LOGO    LOGO

Base Salary. All of our named executive officers received a base salary increase for calendar 2023 during our annual salary review process that took place in November 2022. The Compensation Committee approved merit-based salary increases for each of our named executive officers ranging from 5.5% to 10.0% for 2023, as further described below. The increases in the base salaries of our named executive officers during the annual review process were made in recognition of the officers’ strong individual performance and leadership, as further described below. With these increases, we believe the base salaries of our named executive officers for fiscal 2023 were aligned and consistent with our compensation philosophy, which considers individual performance and leadership, scope of responsibilities, the experience the executive has obtained while he or she has held his or her position, and benchmark compensation data to arrive at a market competitive base level of compensation appropriate for the individual. (See pages 47-50 for further details).

 

CABOT CORPORATION    35


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

STI Awards and Payouts. Under our STI program, 70% of each award is based on the achievement of pre-established corporate financial goals and the remaining 30% of each award is based on individual performance and achievements. The corporate financial goals established for each metric under this plan and our actual performance with respect to each metric are presented below. Based on this performance, payout with respect to the corporate financial goals portion of the fiscal 2023 STI was 59.6% of target.

 

LOGO

 

*

Non-GAAP financial measure. See Appendix A.

The balance of the amounts paid with respect to STI awards to our named executive officers reflected their individual performance and demonstrated leadership and ranged from 90% to 180% of target. The total STI awards made to our named executive officers ranged from 69% to 96% of the named executive officer’s target award. (See pages 47-50 for further details about awards and payouts made to our named executive officers.) We believe these STI awards were aligned with our fiscal 2023 financial performance and our pay-for-performance philosophy.

LTI Awards and Payouts. Our LTI program is 70% performance-based and 30% time-based, consisting of a combination of PSUs (35%), stock options (35%) and time-based restricted stock units (“TSUs”) (30%) (with percentages measured based on the awards’ grant date values, assuming target level achievement of applicable performance goals in the case of PSUs). The grant date value of the awards granted in fiscal 2023 to each named executive officer was based on an assessment of the named executive officer’s position, role and responsibilities within the Company, the overall competitiveness of his or her total direct compensation, and internal equity (the relationship of pay among the executive officers in the context of their responsibilities) and retention considerations. (See pages 47-50 for further details.)

Further, as described on page 44, each PSU award is allocated evenly into three tranches, with each tranche having a separate fiscal year performance period and the entire award generally having a cumulative three-year overall vesting period. All performance goals for each performance period are established at the time of grant to cover the full three-year performance period. Our financial performance in each fiscal year determines the percentage of the target award earned for that fiscal year performance period in three outstanding PSU awards. The percentage of the target awards earned for fiscal 2023 performance with respect to outstanding PSUs is set forth below. For each performance metric, adjusted EPS and adjusted RONA, achieving the target level of performance results in 100% of the portion of the award that relates to that metric being earned. We believe that the PSUs earned based on our fiscal 2023 financial results

 

36    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

properly aligned our LTI compensation with our strong fiscal 2023 financial performance, consistent with the role that these awards have in advancing our pay-for-performance philosophy.

 

 

LTI Award

 

      

 

FY’23 Performance Metrics and Achievement

Relative to Target

 

 

 

Composite, Weighted

Achievement (%) of

FY’23 Tranche

 

Year 3 of Fiscal 2021 Grant (covering fiscal 2021-2023), with all targets established November 2020

 

 

  Adjusted EPS (200.0%); Adjusted RONA (200.0%)   200.0%

Year 2 of Fiscal 2022 Grant (covering fiscal 2022-2024), with all targets established November 2021

 

 

  Adjusted EPS (74.7%); Adjusted RONA (95.8%)   82.1%

Year 1 of Fiscal 2023 Grant (covering fiscal 2023-2025), with all targets established November 2022

   

 

  Adjusted EPS (0.0%); Adjusted RONA (85.0%)   29.8%

Characteristics of our Executive Compensation Programs

Our executive compensation programs include a number of practices intended to align the interests of management with those of our stockholders.

 

What We Do    What We Don’t Do

  Link pay to performance; significant portion of executive pay is not guaranteed

 

  Tie performance-based awards to achievement of pre-established financial metrics

 

  Use our STI awards to recognize individual performance and leadership and achievement of corporate goals

 

  Review actual compensation paid to or realized by our CEO, CFO and other named executive officers as compared to the value of compensation awarded

 

  Balance the mix of pay components, including cash, stock options, and restricted stock units (both performance- and time-based)

 

  Cap incentive awards under our STI and LTI programs

 

  Incentivize long-term focus by setting multiple years of performance goals for PSU grants at the time of grant

 

  Maintain stock ownership guidelines

 

  Subject STI and LTI program compensation to our recoupment policy

 

  Provide modest perquisites consisting primarily of financial planning and an executive physical examination

  

 Enter into employment contracts with our CEO and other named executive officers (other than Mr. Zhu, who is based in China)

 

 Provide for excise tax gross ups in our management severance plan in the event of a change in control

 

 Reprice underwater stock options without shareholder approval

 

 Permit hedging or short sales of Company stock by directors or participants in the Company’s LTI program

 

 Permit pledging of Company stock by directors or participants in the Company’s LTI program

 

 Provide single-trigger change in control vesting in our equity awards

Consideration of Results of Shareholder Advisory Votes on Executive Compensation

At our 2023 Annual Meeting, we conducted an advisory (non-binding) shareholder vote on executive compensation, as required by the Dodd-Frank Act. 96.19% of the shares voted approved the executive compensation discussed and disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and other related tabular and narrative disclosures contained in our 2023 proxy statement. In considering the results of this most recent favorable advisory vote on executive compensation, among other things, the Compensation Committee determined that the

 

CABOT CORPORATION    37


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Company’s executive compensation programs have been effective in implementing the Company’s stated compensation philosophy and objectives, and directly aligning compensation paid or earned with Company performance and the performance of our stock. Therefore, the Committee did not make any changes in the structure of these programs or in response to this vote.

The Compensation Committee recognizes that executive pay practices and corporate governance principles continue to evolve. Accordingly, the Compensation Committee will continue to monitor executive compensation practices and make adjustments as necessary to ensure that our executive compensation programs continue to support our corporate goals and objectives, appropriately incentivize management and reflect good corporate governance principles.

In addition to voting on our executive compensation programs, shareholders may provide feedback on the executive compensation programs directly to the Compensation Committee or the Board. You may contact the Board of Directors through our website at “Company — About Cabot — Governance — Contact the Board of Directors”.

Compensation Philosophy, Objectives and Process

Continuing to position Cabot for future success requires the talent to support our business and strategy. Our executive compensation programs are designed to provide a competitive and internally equitable compensation and benefits package that incentivizes and rewards individual and Company performance and reflects job complexity and the strategic value of the individual’s position while also promoting long-term retention. We seek to accomplish these goals in a way that is aligned with the long-term interests of our stockholders.

To achieve these goals, our executive compensation programs adhere to these principles:

 

 

Offer a total compensation opportunity and a benefits package that are competitive in our industry;

 

Reward executives based on our business performance by closely aligning a majority portion of their compensation with the performance of the Company on both a short- and long-term basis;

 

Set challenging performance goals that support the Company’s short- and long-term financial goals;

 

Motivate individual performance by rewarding the specific performance and achievements of individual executives and their demonstrated leadership; and

 

Align the interests of our executives and our stockholders through performance-based compensation, equity grants and stock ownership guidelines.

Our Compensation Setting Process

The Compensation Committee

As discussed under “Board Leadership, Governance and Composition, and Risk Management — How Our Board Operates — Compensation Committee”, on page 15, the Compensation Committee is responsible for all compensation decisions related to members of the Company’s Management Executive Committee, which includes all our named executive officers.

The annual compensation planning process for the preceding fiscal year concludes at the Committee’s meeting in November, when the Committee evaluates the Company’s performance against the corporate performance goals set for the just-concluded fiscal year and also evaluates each executive officer’s individual performance and, on this basis, determines the amounts payable or earned, as applicable, in the fiscal year under our STI and LTI programs. Each November, the Compensation Committee also (i) determines any adjustments to base salaries, with any adjustment typically effective the following January, (ii) sets corporate performance metrics applicable to our STI and LTI programs for the current fiscal year, (iii) grants LTI awards, and (iv) establishes performance goals and maximum payout levels under our STI and LTI programs for awards granted in the current fiscal year, in each case, for each named executive officer.

A description of the Compensation Committee’s roles and responsibilities is set forth in its written charter adopted by the Board of Directors, which can be found at www.cabotcorp.com under “Company — About Cabot — Governance — Resources.”

 

38    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Role of the Compensation Consultant

The Compensation Committee has retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant for purposes of advising on executive compensation matters. During fiscal 2023, Meridian provided the Committee with advice on a broad range of executive compensation matters, including the following:

 

 

Apprising the Committee of compensation-related trends and developments in the marketplace;

 

Informing the Committee of regulatory developments relating to executive compensation practices;

 

Reviewing and assessing the composition of the group of peer companies used for compensation benchmarking purposes;

 

Providing the Committee with an assessment of the market competitiveness of our executive compensation programs;

 

Assessing the relationship between executive compensation actually paid and corporate performance;

 

Identifying potential changes to our executive compensation programs to maintain market competitiveness and consistency with business strategies, good governance practices and alignment with shareholder interests; and

 

Reviewing the disclosure of our executive compensation programs in this proxy statement.

Meridian attended all regularly scheduled meetings of the Compensation Committee during fiscal 2023. Meridian also provides advice with respect to non-employee director compensation matters to the Governance and Nominating Committee.

The Compensation Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that no conflict of interest exists that prevents Meridian from independently advising the Compensation Committee.

Role of the Chief Executive Officer and Other Officers

Each year, our CEO and our Chief Human Resources Officer (“CHRO”), working with internal resources as well as Meridian, review the design of our executive compensation programs and recommend modifications to existing, and/or the adoption of new, plans and programs to the Compensation Committee. In addition, our CEO recommends to the Committee the performance metrics and goals to be used to determine future payouts under our STI and LTI programs, and each named executive officer’s individual performance goals (other than the CEO’s) are jointly developed by the executive and the CEO.

Before the Compensation Committee makes compensation decisions regarding the compensation of our named executive officers, the CEO provides his assessment of each named executive officer’s performance, other than his own, taking into consideration factors such as the officer’s achievement of individual goals, leadership accomplishments, contribution to Cabot’s performance and the achievement of Company goals, and areas of strength and areas for development. The CEO then makes specific award recommendations for these officers. In preparing compensation recommendations for the Committee, our CEO, our CHRO and other members of management involved in the process review compensation and survey data compiled by Meridian for similarly-situated executives at our peer group of companies and other external competitive market data provided by such consultant, as described below. Our CEO attends Compensation Committee meetings but is not present for, and does not participate in, any discussions concerning his own compensation. All decisions relating to the compensation of our named executive officers are made solely by the Committee and are reported to the full Board of Directors.

Use of Benchmarking Comparison Data

Our fiscal 2023 compensation peer group consisted of companies in the diversified chemicals or specialty chemicals industries with similar products and services and with revenues and a market capitalization generally between one-third

and three times the Company’s revenue and market capitalization. The Compensation Committee reviews executive compensation data for executives with comparable positions at these peer group companies to gauge the reasonableness of its executive compensation decisions and the competitiveness of our executive compensation programs. The Compensation Committee believes maintaining market-competitive executive compensation programs allows us to successfully attract and retain experienced executives who are critical to our long-term success.

 

CABOT CORPORATION    39


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

The Compensation Committee annually reviews the companies included in our compensation peer group and may add or eliminate companies as it determines to be appropriate. For purposes of fiscal 2023 compensation matters, our compensation peer group consisted of the following 20 companies:

 

•  Albemarle Corporation

•  Ashland Global Holdings, Inc.

•  Avient Corporation (formerly PolyOne Corporation)

•  Axalta Coating Systems

•  Celanese Corporation

•  The Chemours Company

•  Element Solutions, Inc. (formerly Platform Specialty Products Corporation)

•  FMC Corporation

•  Ferro Corporation

•  H.B. Fuller Company

•  Huntsman Corporation

 

•  Innospec Inc.

•  Minerals Technologies

•  NewMarket Corporation

•  Olin Corporation

•  Orion S.A.

•  RPM International Inc.

•  Stepan Company

•  Trinseo S.A.

•  Tronox Limited

In preparation for the fiscal 2024 executive compensation review season and the decisions that the Compensation Committee has made and will make with respect to fiscal 2024 compensation, the Compensation Committee reviewed, with Meridian, the peer group companies listed above and confirmed the appropriateness of the peer group, with the exception of Ferro Corporation, which was removed following its acquisition, for benchmarking the Company’s executive compensation programs.

The Compensation Committee and management also consider executive compensation data derived from a segment of Willis Towers Watson’s Executive Compensation annual survey pertaining to the Chemical Industry when evaluating the compensation of our named executive officers.

Each year, the Compensation Committee reviews tally sheets that detail all elements of each named executive officer’s compensation and benefits for the current and prior fiscal years, as well as a projection of his or her compensation for the upcoming fiscal year. These are provided to the Committee as a means to review the total compensation and benefits package for each named executive officer and the impact of any compensation decisions on such compensation and benefits levels.

Factors Considered in Determining Amounts of Compensation

The Compensation Committee considers the following factors in determining each named executive officer’s total annual and long-term compensation opportunities:

 

 

the officer’s role, level of responsibility, performance, demonstrated leadership, and experience;

 

the number of years the officer has held his or her position;

 

the current target total compensation for the officer;

 

employee retention and internal equity considerations; and

 

external competitiveness.

The Compensation Committee has adopted a targeting strategy for executive compensation decisions that defines competitiveness as a “range around the market 50th percentile” for total direct compensation as a whole (base salary, target STI awards and LTI awards (with PSUs valued at target)). For members of the Management Executive Committee who are promoted from within Cabot and whose total direct compensation is not competitive at the time of their promotion under our targeting strategy, our philosophy is to bring such executive’s total direct compensation to within the median competitive range of the benchmark compensation data used by the Committee over a three-year period from the time of their promotion. The Committee believes that the use of a range provides the Committee with the framework to target the market median of the benchmarking data used by the Committee, as described under “Use of Benchmarking Comparison Data” above, but to vary compensation opportunities as it deems appropriate based on individual and Company circumstances.

 

40    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Developing Company Performance Metrics

The five financial performance metrics we have used for our STI and LTI programs in recent years, including in fiscal 2023, are intended to support our short- and long-term business plans and strategies. Our philosophy in setting goals for each of the financial metrics under our STI and LTI awards is to set challenging target goals that, in addition to promoting well-rounded Company and management performance:

 

 

drive achievement of our strategy to improve our profitability and achieve our adjusted EPS compound annual growth rate goal (which is 8-12% over time under our Creating for Tomorrow strategy), and manage our cash flow; and

 

will be realized as a result of strong execution by management and strong Company performance.

For our STI awards we used three financial metrics that align with our business strategy to determine the amount earned with respect to such awards. Adjusted EBIT was the principal financial performance metric under our STI program because it reflects an important near-term goal of improving our operating profitability and is a key driver of TSR. To increase the focus on efficiently managing our working capital, and to measure our short-term financial health, we used a NWC days metric, and to incentivize cash flow management, we used discretionary free cash flow (“DFCF”) as the third financial metric. Adjusted EBIT had a weighting of 60%, and NWC days and DFCF each had a weighting of 20%.

For our PSU awards, we used adjusted EPS as the principal financial performance metric because it reflects an important longer-term financial goal of improving our after-tax profitability and it reflects the depreciation burden of capital investments made to drive long-term earnings growth. Because our business is capital intensive, we believed it was also appropriate to include a capital efficiency metric under our LTI program and, as a result, used adjusted return on net assets (“RONA”), which measures how effectively and efficiently we use our operating assets to generate earnings. Adjusted EPS and adjusted RONA have a 65% and 35% weighting, respectively.

When setting financial targets, typically we begin with our performance in the just completed fiscal year and set growth targets from that base that align with the execution of our strategy. Accordingly, in setting our adjusted EBIT and adjusted EPS goals for fiscal 2023, we began with our performance in fiscal 2022 and set a growth target based on that performance. In setting adjusted EPS targets, we set targets over the three-year term of the PSU awards that would result in payouts based on our strategic long-term goal of achieving an 8-12% adjusted earnings per share compounded annual growth rate over time. In setting NWC and DFCF targets, our goals in 2023 were to maintain and continue to build on the structural and process improvements we had made in recent years (and, with respect to DFCF, to achieve our strategic long-term goal of achieving $1 billion DFCF over the fiscal 2022-2024 period), and in setting adjusted RONA targets, we sought to drive earnings growth at return levels greater than our weighted average cost of capital. We recognize that from time to time we may need to change the metrics we use under our STI and PSU awards to reflect new priorities and business circumstances and we expect to continue to reassess our performance metrics and goal setting process annually.

 

CABOT CORPORATION    41


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Our Performance-based Compensation Philosophy

How Did our Fiscal 2023 STI Program Operate?

We provide annual STI awards to drive the achievement of key short-term business results and to recognize individuals based on their contributions to those results and Cabot’s overall performance. Each named executive officer has an annual target incentive opportunity under our STI program, which is expressed as a percentage of his or her base salary, as summarized below:

 

  Name    FY23 STI Target    

FY23 STI Target 

Amount 

 

  Sean D. Keohane

  

 

120

 

$

1,320,000 

 

  Erica McLaughlin

  

 

80

 

$

462,888 

 

  Karen A. Kalita

  

 

70

 

$

355,749 

 

  Hobart C. Kalkstein

  

 

70

 

$

388,704 

 

  Jeff Zhu

  

 

70

 

$

388,571 

 

The actual amounts payable under the STI program range from 0% to 200% of the target award opportunity, with 70% of each award based on the achievement of pre-established corporate financial goals and the remaining 30% of each award based on individual performance and achievements. The Committee established threshold, target, and maximum performance level goals for each financial metric under the STI program: adjusted EBIT, NWC days, and DFCF, with payout for performance between performance levels determined on a straight-line basis. For NWC days, the target levels utilized a narrow “dead band” of days. For DFCF, the target levels utilized a cash flow range. This approach prevents small variations around demonstrated performance levels on these two metrics from being rewarded or penalized. Under our STI program, the Committee retains the discretion, after determining the amount that would otherwise be payable under an award for a performance period, to adjust the actual payment, if any, to be made under such award. Consistent with prior years, the Committee did not exercise such discretion with respect to fiscal 2023 awards.

As it relates to the 30% of the STI award that is based on individual performance and achievements, at the beginning of each fiscal year, the non-Executive Chair, with input from the other independent directors, develops the individual performance goals for our CEO, which are then approved by the Committee. Each of our other executive officers develops with the CEO his or her individual performance goals for the year. In assessing each executive officer’s individual performance, the Committee considers the officer’s personal achievements, including his or her achievement against these pre-established individual performance goals, as well as individual contributions to the management team and to the Company, and leadership and management of the executive officer’s business, region, or function, as applicable. To reinforce the Company’s commitment to integrate sustainability throughout Cabot and develop a more inclusive and diverse organization, for the 2023 STI program, management developed DE&I objectives for the portion of STI awards that is based on individual performance and achievements. These objectives were to: (i) demonstrate improvement in the percent of job searches in which candidates from underrepresented populations are interviewed; (ii) ensure strong pay equity is maintained with action plans to address any pay inequity identified through the Company’s global compensation review process; and (iii) require all managers to attend inclusive leadership training. In assessing each named executive officer’s individual performance when determining amounts payable under STI awards related to these objectives, achievement against these goals by the Company as a whole with respect to Mr. Keohane, and with respect to the business or function each other named executive officer manages, was considered.

The Committee does not assign specific numerical weightings or ratings to the individual performance goals, including with respect to the DE&I objectives, and the performance of each officer is evaluated as a whole. Furthermore, there are no formal threshold levels of achievement applicable to the individual performance component of our STI program. Ultimately, the determination of the payout of the portion of the STI awards based on individual performance is based on the judgment of the Committee (with respect to our CEO) and our CEO and the Committee (with respect to our CEO’s direct reports), in each case, after reviewing all relevant factors, with the final determination made by the Committee.

 

42    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

LOGO

The adjusted EBIT, NWC days and DFCF targets for the fiscal 2023 STI awards and our actual fiscal 2023 performance were as follows:

Fiscal 2023 STI Program Targets and Results

 

  

 

  

Threshold

Level

(50%

payout)

     Target
Level
(100%
payout*)
    Maximum
Level
(200%
payout)
     Fiscal
2023

Results
     Performance
Modifier
 

  Adjusted EBIT* (60%) (in millions)

   $ 505        $631     $ 694      $ 553        69.0

  NWC Days (20%)

     73        68-66       61        80        0.0

  DFCF* (20%) (in millions)

   $ 273      $ 363-403 **    $ 493      $ 355        91.0

  Weighted average payout

    

 

 

 

 

 

    

 

 

 

 

 

   

 

 

 

 

 

    

 

 

 

 

 

     59.6

 

*

Non-GAAP financial measure. See Appendix A.

**

Payout range at target level performance for DFCF is 95% to 105% of target.

The portion of the STI award that was earned by each named executive officer based on individual performance reflected his or her individual performance and achievements in fiscal 2023 (ranging from 90% to 180% of target), with the total STI awards earned ranging from 69% to 96% of the named executive officers’ overall target awards. Detailed information about each named executive officer’s fiscal 2023 STI payout is set forth in the discussion below under the heading “Fiscal 2023 Compensation Decisions”.

How Did our Fiscal 2023 LTI Program Operate?

We provide our named executive officers with LTI awards to incentivize sustainable growth and long-term value creation, to further align the interests of our executives with those of our stockholders by tying the executives’ realized compensation to stock price changes during the performance and/or vesting periods, and to promote retention. The grant date value of LTI awards granted to each named executive officer for a given year is based on an assessment of the individual’s position, role and responsibilities within the Company, the overall competitiveness of his or her total direct compensation opportunity, and internal equity considerations. The Committee also considers a number of other factors in developing each named executive officer’s grant date value of his or her LTI awards including: (i) data derived from our compensation peer group and compensation survey, (ii) the impact of the grants on equity incentive plan usage and share dilution, (iii) the compensation expense, and (iv) employee retention concerns.

70% of the target value of our executives’ LTI awards is performance-based, consisting of a combination of PSUs and stock options, which only provide value when our share price increases above the share price on the date of grant. When making LTI awards for fiscal 2023, the Compensation Committee first determined the total grant date value of the awards to be granted to each executive, and then delivered that value in three components: PSUs representing 35%, stock options representing 35%, and TSUs representing 30%, respectively, of the total grant date value of the award,

 

CABOT CORPORATION    43


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

assuming target level achievement of applicable performance goals for PSUs. The terms of each type of LTI award are described in further detail below. These terms are generally applicable to LTI awards granted in fiscal 2023 and in previous fiscal years.

PSUs reward performance and the execution of our goal to deliver year-over-year and long-term growth in earnings and to increase the operating profit we generate relative to the capital we invest in our businesses. Stock options are performance-based because no value is created unless the value of our common stock appreciates after grant, and they encourage employee retention through the use of a time-based vesting schedule. TSUs encourage employee retention by providing some level of value to executives who remain employed for three years. PSUs, stock options and TSUs also support an ownership culture and thereby encourage our executives to take actions that are best for Cabot’s long-term success. Importantly, although each of these equity awards provides a competitive economic value on the date of grant, their ultimate value to an executive will depend upon the degree to which we achieve objectively measurable performance metrics and/or the market value of our common stock after the end of the relevant vesting period. That value will be largely dependent upon our performance and the performance of our stock.

 

 

LOGO

PSUs

To reinforce the long-term nature of the PSU awards and to reward performance and the execution of our long-term growth goals, at the time of grant, the performance metrics and goals for each of the three one-year performance periods of the award are established. Specifically, each award of PSUs is allocated evenly into three tranches, with each tranche having a one-year performance period and the entire award generally having a three-year vesting period. When the award vests at the end of the applicable three-year period, the number of shares of stock issuable, if any, will depend on the degree of achievement of corporate performance goals for each year within the overall three-year performance period. Based on the degree to which we achieve the performance goals, an executive may earn between 0% to 200% of the target number of PSUs allocated to each tranche of his or her award.

To drive long-term performance, threshold, target and maximum goals are established for the corporate performance metrics for each tranche in the three-year performance period at or before the time of grant of the PSUs. In November 2020, at the time it approved the grant of PSU awards for fiscal 2021, the Committee established the specific performance metrics and goals for the fiscal 2021, fiscal 2022, and fiscal 2023 performance periods of these awards, as applicable, based on our strategic goal at that time of achieving a 7-10% adjusted earnings per share compounded annual growth rate over time and taking into account an expected gradual recovery and expansion over the three-year period from the COVID-19 pandemic-related performance levels experienced in fiscal 2020. In November 2021 and November 2022, at the time it approved the grant of PSU awards for fiscal 2022 and fiscal 2023, respectively, the Committee established the specific performance metrics and goals for the fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025 performance periods of these awards based on our strategic long-term goal of achieving an 8-12% adjusted earnings per share compounded annual growth rate over time.

 

44    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Setting metrics and goals for each performance period at the time of grant of the PSUs serves to both reinforce the long-term nature of these awards and to incentivize our executive officers to achieve incrementally more challenging goals for each fiscal year included in the award. Our actual performance against those goals determines the number of shares that will be issued in respect of the PSUs when the awards vest, with the number of shares issued for performance between performance levels interpolated on a straight-line basis.

 

 

LOGO

To reinforce the cash management goals under our corporate strategy, dividend equivalent payments are made in cash in respect of PSUs that are earned based on the achievement of applicable performance metrics, but that have not vested based on time, when and if dividends are declared and paid on the Company’s common stock. The objective of providing such dividend equivalent payments is to help focus our executives on, and to reward them for, managing the business to produce cash that is capable of being distributed to stockholders in the form of a dividend. Dividend equivalents also mirror the income generation associated with stock ownership.

Stock options

Stock options are granted with an exercise price equal to 100% of the closing price of Cabot’s common stock on the date of grant. They generally vest, subject to continued employment, over a three-year period (30% on each of the first and second anniversaries of the date of grant and 40% on the third anniversary of the date of grant) and have a ten-year term.

TSUs

TSUs generally vest, subject to continued employment, in their entirety at the end of three years. When the TSUs vest, they are settled in shares of Cabot common stock. During the vesting period, dividend equivalents are paid in cash on each TSU when and if dividends are declared and paid on the Company’s common stock for the reasons described above under “PSUs”.                

Retirement Vesting Terms

At the beginning of fiscal 2024, the Committee amended the terms of outstanding equity awards to provide for retirement vesting provisions, which provisions were also included in PSUs, stock options and TSUs granted in fiscal 2024. These provisions generally result in pro rata vesting of a portion of the equity award based on when the retirement-eligible participant retires, with extended post-termination exercisability for stock options and PSUs vesting based on actual performance. Retirement is generally defined as a participant attaining 60 years of age after having worked for Cabot continuously for at least 10 years and given at least six months prior notice of retirement. The Committee implemented these provisions in response to market conditions, following a review of trends in executive compensation and market survey data gathered

 

CABOT CORPORATION    45


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

for the Committee by Meridian, and as an incentive and reward to longer-service Cabot employees to continue to act in the best interest of Cabot as they are nearing retirement, and to assist in succession planning.

Practices Regarding the Grant of Equity Awards                

Annual equity grants are made at the Compensation Committee’s regularly scheduled meeting in November to align the timing of grants with our fiscal year, most importantly for PSUs, which are earned based on a fiscal year performance period. The exercise price of stock options is the closing price of Cabot stock on the NYSE on the date the options are granted. From time to time, equity awards outside of the annual grant program are made for recruiting or retention purposes or in connection with promotions or to recognize specific achievements or performance. We do not have a program, plan, or practice to time “off-cycle” awards in coordination with the release of material non-public information.

PSUs Earned under Outstanding PSU Awards on the Basis of Fiscal 2023 Performance

The following tables show the performance metrics and goals and the relative weighting of each metric that the Committee set for the fiscal 2023 performance period of PSUs granted in fiscal 2021, 2022, and 2023, our degree of attainment of these goals and the percentage of the awards earned, measured against the target award. Because the performance metrics and goals for the fiscal 2023 performance period of these awards were established at different times based on when the awards were granted, they each reflect the long-term goals and target-setting philosophy in place when the awards were made.

Performance Goals (set in November 2020) and Results for

Performance Year 3 of the PSUs that Vested in November 2023

 

    

Threshold

Level

(50% payout)

  Target
Level
(100% payout)
 

Maximum

Level

(200% payout)

  Fiscal
2023 Results
 

Percent 

Earned 

  Adjusted EPS* (65%)

    $ 2.70     $ 3.68     $ 4.78     $ 5.38       200.0% 

  Adjusted RONA* (35%)

      9.5%         13.0%         15.0%         16.5%         200.0% 

  Composite

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

      200.0% 

Performance Goals (set in November 2021) and Results for

Performance Year 2 of the PSUs that Vest in November 2024

 

    

Threshold

Level

(50% payout)

  Target
Level
(100% payout)
 

Maximum

Level

(200% payout)

  Fiscal
2023 Results
 

Percent 

Earned 

  Adjusted EPS* (65%)

    $ 4.95     $ 5.82     $ 6.69     $ 5.38         74.7% 

  Adjusted RONA* (35%)

      11.0%         17.0%         20.0%         16.5%         95.8%   

  Composite

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

      82.1% 

Performance Goals (set in November 2022) and Results for

Performance Year 1 of the PSUs that Vest in November 2025

 

    

Threshold

Level

(50% payout)

  Target
Level
(100% payout)
 

Maximum

Level

(200% payout)

  Fiscal
2023 Results
 

Percent 

Earned 

  Adjusted EPS* (65%)

    $ 5.64     $ 6.63     $ 7.62     $ 5.38         0.0% 

  Adjusted RONA* (35%)

      13.0%         18.0%         21.0%         16.5%         85.0% 

  Composite

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

      29.8% 

 

*

Non-GAAP financial measure. See Appendix A.

 

46    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

PSUs Earned under PSU Award that Vested in 2023

The chart below shows the composite achievement under the fiscal 2021 PSU awards granted in November 2020 that vested in November 2023. The annual performance periods of these awards were our 2021, 2022, and 2023 fiscal years. As described above, the Committee established the performance metrics and goals for each of these performance periods based on the Company’s expectations for the Company’s earnings growth and performance over that three-year period at the time of grant, which reflected our expectations for demand recovery from the COVID-19 pandemic and its projected impact on global economic growth.

Results for PSUs granted in Fiscal 2021 that Vested in 2023

 

  Performance Year   Adjusted EPS*
Target
(100% Payout)
  Adjusted
EPS* Actual
  % Achieved   Adjusted RONA*
Target
(100% Payout)
  Adjusted
RONA*
Actual
  % Achieved   Overall
Achievement 

  2021 (Y1)

    $ 2.96     $ 5.02       200.0 %       11.0 %       17.7 %       200.0 %       200.0 %

  2022 (Y2)

    $ 3.50     $ 6.28       200.0 %       12.0 %       19.3 %       200.0 %       200.0 %

  2023 (Y3)

    $ 3.68     $ 5.38       200.0 %       13.0 %       16.5 %       200.0 %       200.0 %

  Composite

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

     

 

 

 

 

 

      200.0 %

 

*

Non-GAAP financial measure. See Appendix A.

Fiscal 2023 Compensation Decisions

The compensation decisions the Committee made with respect to our named executive officers for fiscal 2023 are described below.

In considering each executive officer’s individual performance in fiscal 2023 and determining his or her STI award payout for fiscal 2023 and making the other compensation decisions discussed above, the Committee specifically considered the following:

Sean D. Keohane, President and CEO.

Fiscal 2023 Performance Summary

The Committee believes that Mr. Keohane performed very well in fiscal 2023. The Committee specifically recognized Mr. Keohane’s outstanding leadership of Cabot and recognized his role in:

 

 

the Company’s strong financial and operational performance during a year characterized by a turbulent macroeconomic and geopolitical environment in which Cabot’s business experienced lowered demand in its key end markets, a weakened business environment in China and significant levels of customer destocking, which nevertheless resulted in strong diluted EPS of $7.73 and adjusted EPS* of $5.38, income before income taxes and equity in earnings of affiliated companies of $451 million, total segment EBIT* of $607 million, and strong cash flow generation during the year that resulted in cash flow from operating activities of $595 million and DFCF* of $355 million;

 

the continued execution of our Creating for Tomorrow strategy, even though key demand and market assumptions underlying the strategy when launched in 2021 have since weakened;

 

the execution of strategic capacity expansion projects, particularly to increase the manufacturing capacity for our Reinforcing Carbons, Battery Materials and Inkjet product lines, with projects completed in the year at our facility in Haverhill and underway at our facilities in Tianjin, Cilegon and Haverhill, and the establishment of our EMEA Technology Center in Münster, Germany and development of an asset roadmap for our Battery Materials product line to meet anticipated demand growth in North America and Europe;

 

the development of our EVOLVE® Sustainable Solutions technology platform for advancing sustainable reinforcing carbons;

 

the continued strengthening of our investor outreach program;

 

the Company’s strong safety performance in the year; and

 

CABOT CORPORATION    47


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

 

the Company’s achievements under the DE&I objectives and metrics under the STI awards, which are intended to further integrate sustainability throughout Cabot and develop a more inclusive and diverse organization.

Compensation Decisions for Fiscal 2023

 

  Base Salary    Base Salary
Increase
   STI Target
Amount
  

Actual STI

Payout(1)

  

FY23 LTI Grant

Amount(2)

   FY23 LTI Grant(2) 
  $1,100,000        6.3%        $ 1,320,000      $ 1,045,704      $ 5,400,000    25,595 PSUs

21,939 TSUs

71,917 Options


 

(1)

The STI payout was based on the achievement of 59.6% of target against corporate performance and 125% of target against individual performance, resulting in a payout of 79% of target.

(2)

The number and grant date value of PSUs assumes target level of achievement of applicable performance goals.

Erica McLaughlin, EVP and CFO, and Head of Corporate Strategy.

Fiscal 2023 Performance Summary

Among Ms. McLaughlin’s key achievements that the Committee considered were the following:

 

 

her strong leadership of the Company’s strategic agenda, and her focus on capital allocation priorities in advancing the Company’s strategy;

 

her role in driving an effective management process to ensure execution against our financial targets;

 

her effective leadership in strengthening the Company’s investor outreach and communications program;

 

her role in leading the Company’s cash management activities, which resulted in our generating cash flow from operations of $595 million and $355 million of DFCF* and returning $186 million to our stockholders through dividends and share repurchases;

 

her role ensuring the Company maintained a strong balance sheet and liquidity position; and

 

her role as a member of the Management Executive Committee in developing and driving enterprise policy.

 

*

Non-GAAP financial measure. See Appendix A.

Compensation Decisions for Fiscal 2023

 

  Base Salary    Base Salary
Increase
   STI Target
Amount
  

Actual STI

Payout(1)

  

FY23LTI Grant

Amount(2)

   FY23LTI Grant(2) 
  $578,610        5.5%        $ 462,888      $ 415,303      $ 1,250,000       

5,924 PSUs

5,078 TSUs

16,647 Options


 

(1)

The STI payout was based on the achievement of 59.6% of target against corporate performance and 160% of target against individual performance, resulting in a payout of 90% of target.

(2)

The number and grant date value of PSUs assumes target level of achievement of applicable performance goals.

Karen A. Kalita, SVP and General Counsel.

Fiscal 2023 Performance Summary

Among Ms. Kalita’s key achievements that the Committee considered were the following:

 

 

her continued service as a trusted advisor to the Board and, in particular, her assistance to the Board on governance matters;

 

her strong legal guidance and support of the Company’s M&A and strategic activities;

 

her role in overseeing the negotiation of key commercial agreements and providing risk management counsel;

 

48    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

 

her strong leadership within the Company’s Office of Compliance and with respect to ethics and compliance matters, and in managing our regulatory compliance programs;

 

her effective oversight of complex litigation and environmental matters; and

 

her role as a member of the Management Executive Committee in developing and driving enterprise policy.

Compensation Decisions for Fiscal 2023

 

  Base Salary    Base Salary
Increase
   STI Target
Amount
  

Actual STI

Payout(1)

  

FY23LTI Grant

Amount(2)

   FY23 LTI Grant(2) 
  $508,212        10.0%        $ 355,749      $ 287,161      $ 750,000       

3,554 PSUs

3,047 TSUs

9,988 Options


 

(1)

The STI payout was based on the achievement of 59.6% of target against corporate performance and 130% of target against individual performance, resulting in a payout of 81% of target.

(2)

The number and grant date value of PSUs assumes target level of achievement of applicable performance goals.

Hobart C. Kalkstein, EVP, and President, Reinforcement Materials Segment and Americas Region, with executive responsibility for Digital.

Fiscal 2023 Performance Summary

Among Mr. Kalkstein’s key achievements that the Committee considered were the following:

 

 

his strong leadership of the Company’s Reinforcement Materials segment, which delivered record EBIT results to fund the Company’s growth projects and return cash to stockholders;

 

his effective oversight of commercial excellence within the Reinforcement Materials Segment, particularly in the negotiation of our key tire customer contracts and the improvement of product mix and pricing structures with pass-through cost formulas to mitigate commodity price volatility;

 

his leadership in driving operational excellence at our manufacturing plants, including overall equipment effectiveness, product yields, and energy recovery;

 

his oversight of the development of our EVOLVE® Sustainable Solutions technology platform;

 

his role in the strong safety performance results across the Company;

 

his roles in leading our Digital function and our Americas Region; and

 

his role as a member of the Management Executive Committee in developing and driving enterprise policy.

Compensation Decisions for Fiscal 2023

 

  Base Salary    Base Salary
Increase
   STI Target
Amount
  

Actual STI

Payout(1)

  

FY23 LTI Grant

Amount(2)

   FY23 LTI Grant(2) 
  $555,291        6.5%        $ 388,704      $ 372,067      $ 1,050,000       

4,976 PSUs

4,265 TSUs

13,984 Options


 

(1)

The STI payout was based on the achievement of 59.6% of target against corporate performance and 180% of target against individual performance, resulting in a payout of 96% of target.

(2)

The number and grant date value of PSUs assumes target level of achievement of applicable performance goals.

 

CABOT CORPORATION    49


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Jeff Zhu, EVP, and President, Performance Chemicals Segment and Asia Pacific Region.

Fiscal 2023 Performance Summary

Among Mr. Zhu’s key achievements that the Committee considered were the following:

 

 

his leadership of the Performance Chemicals segment during a period of customer destocking, weak end market demand, and pricing pressures, particularly in our Fumed Metal Oxides and Battery Materials product lines;

 

his leadership of our Battery Materials product line, which delivered a 43% increase in volumes in fiscal 2023, and in the management of the asset capacity roadmap for this product line to meet anticipated demand growth in North America and Europe;

 

his effective leadership in the strategic growth and new market development of our Inkjet product line;

 

his effective oversight of capacity expansion and/or technical upgrade projects in the Asia Pacific region for our Battery Materials and Specialty Compounds product lines, and within North America for our Inkjet product line, to enable growth and regional optimization objectives to meet customer demand;

 

his role in the strong safety performance results across the Company;

 

his role in leading our Asia Pacific Region, particularly as China managed through the continued challenges resulting from the COVID-19 pandemic in the first half of fiscal 2023; and

 

his role as a member of the Management Executive Committee in developing and driving enterprise policy.

Compensation Decisions for Fiscal 2023

 

  Base Salary    Base Salary
Increase
   STI Target
Amount
  

Actual STI

Payout(1)

  

FY23 LTI Grant(2)

Amount

   FY23LTI Grant(2) 
  $555,101        6.5%        $ 388,571      $ 267,026      $ 1,050,000       

4,976 PSUs

4,265 TSUs

13,984 Options


 

(1)

The STI payout was based on the achievement of 59.6% of target against corporate performance and 90% of target against individual performance, resulting in a payout of 69% of target

(2)

The number and grant date value of PSUs assumes target level of achievement of applicable performance goals.

Risk Assessment

We monitor the risks associated with our executive compensation programs and policies on an on-going basis. In May 2023, management presented the Committee with the results of a study it conducted of our compensation programs to assess the potential risks arising from these programs. We believe the following policies and practices reflect sound risk management practices within our compensation programs and mitigate excessive risk-taking that could harm our value or reward poor judgment by our executives and other employees:

 

 

Use of balanced mix of annual and longer-term incentive opportunities;

 

Employ multiple levels of tiered performance (threshold, target, and maximum) in both our STI and LTI programs;

 

Targeting pay within a reasonable range of market median;

 

Use of maximum payout caps in both the STI and LTI programs;

 

Use of different financial performance metrics across the STI and LTI programs covering multiple dimensions of performance (income statement, balance sheet, share price, etc.);

 

Ability of the Committee to use discretion to modify STI awards;

 

Annual Committee review and approval of the STI and LTI program design, performance metrics and goals and earned payouts;

 

Mix of equity awards and multi-year vesting used in the LTI program;

 

Adoption of a Company recoupment policy in accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder as well as the availability of a discretionary recoupment policy; and

 

Use of share ownership guidelines.

 

50    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Based on these mitigating factors, the Committee agreed with the study’s findings that our compensation programs do not pose inappropriate or unacceptable risk to the Company, and that any risks are within our ability to effectively monitor and manage and are not reasonably likely to have a material adverse effect on the Company.

Share Ownership Guidelines

To further align the interests of our executives and our stockholders, we maintain share ownership guidelines for members of our Management Executive Committee. Under these guidelines, we expect our CEO to own equity in the Company in an amount equal to five times his or her annual base salary, and each other officer who reports directly to the CEO to own equity in an amount equal to three times his or her annual base salary. Each executive has five years from the date he or she becomes subject to the share ownership guidelines to meet his or her target. The Committee reviews compliance with these guidelines annually. At the time of this filing, all of the members of the Management Executive Committee who have been subject to these guidelines for five years or longer had satisfied such share ownership guidelines.

Recoupment of Compensation

In September 2023, the Company adopted a policy that requires Cabot to recover from members of its Management Executive Committee (which includes our named executive officers) incentive compensation (such as certain portions of STI and LTI compensation) that would not have been earned based on specified accounting restatements (the “Dodd-Frank policy”). This policy is effective for compensation received from and after October 2, 2023, and is consistent with the requirements of the SEC’s final compensation clawback rules under the Dodd-Frank Act and the NYSE listing standards. At the same time, the Company amended its existing recoupment (clawback) policy that applies to performance-based compensation (such as STI and LTI compensation) paid to participants in our LTI program (which includes our named executive officers). Under this policy, as amended, the Company has the right to recoup (without duplication), in the discretion of the Compensation Committee, erroneously received incentive compensation in the event of an accounting restatement, and certain compensation in the event a participant’s employment with Cabot is terminated for “Cause”, or under circumstances that in the Company’s discretion would have constituted grounds for such participant’s employment to have been terminated for “Cause”.

Other Information

Retirement and Other Benefit Programs

Except for Mr. Zhu, our named executive officers participate in the full range of benefit programs and are covered by the same retirement plans on the same terms as are generally provided to our full-time U.S. salaried employees, are eligible to participate in and/or receive benefits under our Deferred Compensation Plan and our Death Benefit Protection Plan, and participate in our Senior Management Severance Protection Plan. These plans are described in the footnotes and text that accompany the compensation tables that follow this CD&A.

Mr. Zhu is a participant in our Senior Management Severance Protection Plan, but as a China-based employee, does not participate in the other retirement and benefit programs described above. Instead, Mr. Zhu participates in the China Supplemental Pension Plan, which is provided to full-time Cabot employees in China, and participates in insurance and other benefit programs consistent with those made available to other employees who are on an international assignment. These benefits, and their costs to Cabot, are described in the footnotes and text that accompany the compensation tables that follow this CD&A.

Health and Welfare Plans

The health and welfare plans offered to our named executive officers are the same as those offered to all other employees working in the same country. Mr. Zhu is also covered by the health and welfare plans and life and disability benefits offered to our employees who are on an international assignment.

 

CABOT CORPORATION    51


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Perquisites

We provide our named executive officers a modest level of perquisites, consisting principally of financial planning and tax assistance services and an executive physical examination. We provide these benefits to help our executives maintain their health and manage their finances, in each case, so that they can focus their attention on Cabot’s business. Mr. Zhu receives certain benefits because of his international assignment as described further below.

Employment Arrangements

Except for Mr. Zhu, our named executive officers serve without employment agreements.

Under the terms of Mr. Zhu’s relocation and employment arrangements, described in his February 2012 offer letter, he receives additional benefits, many of which are offered to employees who are on an international assignment. These benefits consist of tax equalization, housing (including utilities), a car allowance, annual home leave, and a travel allowance. The tax equalization benefit is intended to ensure that Mr. Zhu’s tax obligations are equal to the taxes he would have paid on his earnings had he remained a resident in Singapore, with the Company paying all other Chinese taxes associated with the income Mr. Zhu earns while based in China. In addition, under the terms of Mr. Zhu’s offer letter with the Company, if Mr. Zhu’s employment is terminated at Cabot’s initiation while based in China, for any reason other than dismissal due to a violation of law or applicable Company policy, Cabot will pay the costs to repatriate Mr. Zhu and his family back to Singapore. Mr. Zhu’s base salary and short-term incentive and equity awards are determined and paid in U.S. Dollars.

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors, all participants in the Company’s LTI program, their family members who share the same address as, or whose transactions in the Company’s securities are directed by them or are subject to their influence or control, and entities owned or controlled by any such persons, from, among other things, (i) engaging in any “short sales”, including short sales “against the box”, or purchases, sales, or other arrangements involving, puts, calls or other derivative securities on the Company’s securities, (ii) issuing any standing or limit orders for the sale of the Company’s common stock that remain outstanding for more than one day, other than in connection with a Rule 10b5-1 trading plan adopted in compliance with the policy, or (iii) holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan. No categories of hedging transactions are specifically permitted and, other than the transactions described above, no other categories of hedging transactions are specifically disallowed.

Tax and Accounting Information

We consider the tax and accounting rules associated with various forms of compensation when designing our compensation programs. However, to maintain flexibility to compensate our executive officers in a manner designed to promote short- and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible or have the most favorable accounting treatment to the Company and has paid, and will continue to pay, compensation that is not deductible.

 

52    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Summary Compensation Table

The following table and footnotes describe the compensation for our named executive officers for the three most recently completed fiscal years. Each component of our executive compensation program is described herein under the heading “Compensation Discussion and Analysis,” which begins on page 33.

 

Name and

Principal

Position

  Year    

Salary

($)(2)

   

Stock

Awards

($)(3)

   

Option

Awards

($)(4)

   

Non-Equity

Incentive Plan

Compensation

($)

   

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)(5)

   

All Other

Compensation

($)(6)

   

Total

($)

Sean D. Keohane

President and CEO

    2023       1,083,750       3,509,911       1,890,051       1,045,704       26,843       235,251       7,791,510    
    2022       1,035,000       3,087,436       1,662,485       1,838,657       16,097       308,354       7,948,029
    2021       1,026,250       3,087,459       1,662,151       2,118,852       12,074       335,701       8,242,487  

Erica McLaughlin

Executive Vice President, CFO, & Head of Corp Strategy

    2023       571,069       812,388       437,500       415,303       41       119,184       2,355,485  
    2022       543,809       666,201       358,748       608,939             132,266       2,309,963  
    2021       518,174       649,948       349,921       678,006             136,088       2,332,137  

Karen A. Kalita

Senior Vice President and General Counsel

    2023       496,662       487,417       262,495       287,161       1,040       95,927       1,630,702  
    2022       453,300       422,457       227,495       422,052       1,240       104,139       1,630,683  
    2021       412,499       406,218       218,697       461,189       1,780       97,086       1,597,469  

Hobart C. Kalkstein

Executive Vice President & President, Reinforcement Materials Segment & Americas Region, & executive responsible for Digital

    2023       546,818       682,356       367,514       372,067       7,080       100,533       2,076,368  
    2022       517,603       601,230       323,737       540,316       5,735       115,142       2,103,763  
    2021       499,772       584,969       314,928       599,204       7,138       111,440       2,117,451  
                                                               

Jeff Zhu(1)

Executive Vice President and President, Performance Chemicals Segment & Asia Pacific Region

    2023       546,631       682,356       367,514       267,026             1,062,763       2,926,290  
    2022       517,426       601,230       323,737       540,131             1,046,492       3,029,016  
    2021       501,762       584,969       314,928       599,000             958,427       2,959,086  

 

1.

Under the terms of Mr. Zhu’s employment arrangements, his base salary, short-term incentive award, and equity-based compensation are determined in U.S. Dollars and then converted to China RMB at time of payment, or settlement, as applicable. For purposes of the disclosure in this proxy statement, certain amounts that were paid and recorded in China RMB have been converted to U.S. Dollars using the average monthly exchange rate during the 12-month period ended September 30, 2023 of U.S.D. 7.0771667 to one China RMB, and, with respect to his fiscal years 2022 and 2021 compensation, using the average monthly exchange rate during the 12-month period ending September 30, 2022 of U.S.D. 6.579325 to one China RMB and the 12-month period ending September 30, 2021 of U.S.D. 6.49925 to one China RMB.

 

2.

We review base salaries annually in November and any changes are generally effective on January 1 of the following calendar year. The amounts reported in this column reflect salary earned during each fiscal year.

 

3.

The amounts reported in this column reflect the aggregate grant date fair value of TSUs and PSUs granted in the applicable fiscal year to each named executive officer, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value per unit of the TSUs and PSUs is equal to the closing price of Cabot common stock on the date of grant, with the grant date fair value of the PSUs calculated based on the probable outcome of applicable performance conditions, which assumes that the target level of performance is achieved, and, for PSUs granted in fiscal 2023, these amounts are as follows: Mr. Keohane: $1,889,935; Ms. McLaughlin: $437,428; Ms. Kalita: $262,427; Mr. Kalkstein: $367,428; and Mr. Zhu: $367,428;. If the maximum level of performance were to be achieved under the PSUs granted in fiscal 2023, the grant date fair value of these awards would be as follows: Mr. Keohane: $3,779,870; Ms. McLaughlin: $874,856; Ms. Kalita: $524,854; Mr. Kalkstein: $734,856; and Mr. Zhu: $734,856. We pay dividend equivalents on all TSU awards, and on PSUs (to the extent earned) if, and when, we pay dividends on our common stock, which is factored into the grant date fair value for these awards. The assumptions used to calculate the grant date fair value of stock awards are set forth in Note N to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for fiscal 2023.

 

4.

The amounts reported in this column reflect the aggregate grant date fair value of stock option awards granted in the applicable fiscal year to each named executive officer, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, determined using the Black-Scholes option-pricing model. The assumptions used to calculate the grant date fair value of option awards under the Black-Scholes model are set forth in Note N to our Consolidated Financial Statements filed with our Annual Report on Form 10-K for fiscal 2023.

 

CABOT CORPORATION    53


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

5.

The amounts reported in this column consist of:

  a.

The amount attributable to the change in actuarial present value for the benefits under the Supplemental Cash Balance Plan measured in fiscal 2023 is reflected as follows: for Mr. Keohane: $4,763; for Ms. McLaughlin $41; and for Mr. Kalkstein: $630. No amounts are attributable to the change in actuarial present value of the benefits under the Supplemental Cash Balance Plan measured in fiscal 2021 and 2022 because they were negative as follows: for Mr. Keohane: $(24,417) in fiscal 2021 and $(34,261) in fiscal 2022; for Ms. McLaughlin: $(2,045) in fiscal 2021 and $(2,538) in fiscal 2022; and for Mr. Kalkstein: $(5,821) in fiscal 2021 and $(7,962) in fiscal 2022. Mr. Zhu and Ms. Kalita do not have a balance under the Supplemental Cash Balance Plan. These amounts are presented in accordance with SEC rules, which require the use of the same assumptions as required by FASB ASC Topic 715. When such amounts are negative, they are not reflected in the amount reported in the column. The Supplemental Cash Balance Plan is frozen and, therefore, the change in the present value of accrued benefits (PVAB) is due to (i) one less year to accumulate benefits to normal retirement, resulting in a shorter discounting period and an increase to the PVAB; and (ii) a change in the discount rate assumption for the plan, the net effect of which increased the PVAB in fiscal 2023. Details on the Supplemental Cash Balance Plan and the actuarial assumptions to calculate the amounts above can be found below under the heading “Pension Benefits.”

  b.

Above-market interest (the portion exceeding 120% of the applicable federal long-term rate) credited to deferrals under Cabot’s Deferred Compensation Plan as follows: for Mr. Keohane: $12,074 in fiscal 2021, $16,097 in fiscal 2022, and $22,080 in fiscal 2023; for Ms. Kalita: $1,780 in fiscal 2021, $1,240 in fiscal 2022, and $1,040 in fiscal 2023; and for Mr. Kalkstein: $7,138 in fiscal 2021, $5,735 in fiscal 2022, and $6,450 in fiscal 2023.

 

6.

The table below identifies the amounts shown for fiscal 2023 in the “All Other Compensation” column. All of the amounts reflect the actual cost to Cabot of providing the payment or benefit described below.

 

  

 

 

Company

Contributions

to 401(k)
Plan

($)(a)

 

Company

Contributions to

Supplemental

401(k) Plan

($)(a)

 

Company

Contributions

to China

Supplemental
Pension

Plan

($)(a)

 

Company

Contributions

to Deferred

Compensation

Plan

($)(a)

 

Financial

Planning

and Tax

Assistance

($)(b)

  Additional
Benefits
and Tax
Equalization
($)
(c )
 

Other

($)(d)

 

Total

($)

Sean D. Keohane

      33,000       127,535             52,285       16,317             6,114       235,251   

Erica McLaughlin

      33,000       65,579                   16,333             4,272       119,184

Karen A. Kalita

      33,000       45,294                   16,310             1,323       95,927

Hobart C. Kalkstein

      33,000       44,276             10,000       8,000             5,257       100,533

Jeff Zhu

                  38,527             13,861       896,079       114,296       1,062,763

 

  a.

The 401(k) Plan, the Supplemental 401(k) Plan, the Deferred Compensation Plan, and the China Supplemental Pension Plan are described under the heading “Deferred Compensation” beginning on page 59.

  b.

Consists of amounts paid or reimbursed by Cabot for financial planning and tax assistance services during fiscal 2023.

  c.

Mr. Zhu receives additional benefits that amounted to $896,079 for fiscal 2023. These benefits included the payment by Cabot of expenses related to his assignment to China, consisting of $148,277 for rent and utilities for housing in China, $2,208 for home leaves during the year, and $25,461 for a travel allowance. Mr. Zhu will also receive an estimated $720,132 in tax equalization benefits with respect to fiscal 2023. The tax equalization benefit is intended to ensure that Mr. Zhu’s tax obligations are equal to the taxes he would have paid on his earnings had he remained a resident in Singapore, with the Company paying all other Chinese taxes associated with the income Mr. Zhu earns, including on the vesting of his equity awards and his exercise of stock options, while based in China. Certain of these amounts were paid in China RMB and have been converted to U.S. dollars as described above.

  d.

Consists of the amount paid by Cabot for an annual physical exam (Mr. Keohane $3,450 in 2023; Ms. McLaughlin $2,750 in 2023; and Mr. Kalkstein $3,800 in 2023); and for each U.S.-based named executive officer, the cost to Cabot of insurance premiums under our Death Benefit Protection Plan, which provides a death benefit equal to three times a named executive officer’s annual base salary at the time of his or her death, up to a maximum benefit of $3,000,000. These premiums are paid directly to the life insurance carriers. For Mr. Zhu, this amount includes the insurance premium paid by Cabot under the Company’s international benefits program for health and welfare, life, and disability insurance, as well as $76,192 for his car allowance. The life insurance plan for employees on international assignment provides a benefit equal to two times base salary up to a maximum benefit of $400,000.

 

    

The table does not include any amounts related to the use of tickets for sporting and cultural events by the named executive officers because no incremental costs are incurred by Cabot in providing these benefits. Cabot purchases season tickets to sporting and cultural events for business outings with customers and vendors. If the tickets are not being used for business purposes, the named executive officers and other employees may have opportunities to use these tickets.

 

54    CABOT CORPORATION


 

2024 PROXY STATEMENT   

 

 

Executive Compensation (continued)

 

 

 

Grant of Plan-Based Awards Table

The following table reports plan-based awards granted to the named executive officers during fiscal 2023. The material terms of our STI and LTI awards are described herein under the heading “Compensation Discussion and Analysis — Our Performance-based Compensation Philosophy” beginning on page 42.

 

Name  

Grant

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)

(#)

   

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

   

Exercise

or Base

Price of

Option

Awards

($/Sh)(4)

   

Grant

Date Fair

Value of

Stock

and

Option

Awards

($)(5)

 

Threshold

($)

   

Target

($)

   

Maximum

($)

   

Threshold

(#)

   

Target

(#)

   

Maximum

(#)

 

 

Sean D. Keohane

                     

TSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,939

 

 

 

 

 

 

 

 

 

1,619,976

  

PSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

12,798

 

 

 

25,595

 

 

 

51,190

 

 

 

 

 

 

 

 

 

 

 

 

1,889,935

 

Options

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71,917

 

 

 

73.84

 

 

 

1,890,051

 

STI

 

 

 

 

 

462,000

 

 

 

1,320,000

 

 

 

2,640,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Erica McLaughlin

                     

TSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,078

 

 

 

 

 

 

 

 

 

374,960

 

PSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

2,962

 

 

 

5,924

 

 

 

11,848

 

 

 

 

 

 

 

 

 

 

 

 

437,428

 

Options

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,647

 

 

 

73.84

 

 

 

437,500

 

STI

 

 

 

 

 

162,011

 

 

 

462,888

 

 

 

925,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Karen A. Kalita

                     

TSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,047

 

 

 

 

 

 

 

 

 

224,990

 

PSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

1,777

 

 

 

3,554

 

 

 

7,108

 

 

 

 

 

 

 

 

 

 

 

 

262,427

 

Options

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,988

 

 

 

73.84

 

 

 

262,495

 

STI

 

 

 

 

 

124,512

 

 

 

355,749

 

 

 

711,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hobart C. Kalkstein

                     

TSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,265

 

 

 

 

 

 

 

 

 

314,928

 

PSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

2,488

 

 

 

4,976

 

 

 

9,952

 

 

 

 

 

 

 

 

 

 

 

 

367,428

 

Options

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,984

 

 

 

73.84

 

 

 

367,514

 

STI

 

 

 

 

 

136,046

 

 

 

388,704

 

 

 

777,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeff Zhu

                     

TSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,265

 

 

 

 

 

 

 

 

 

314,928

 

PSU

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

2,488

 

 

 

4,976

 

 

 

9,952

 

 

 

 

 

 

 

 

 

 

 

 

367,428

 

Options

 

 

11/11/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,984