Koppers Holdings Inc. Files Definitive Proxy Statement

Ticker: KOP · Form: DEF 14A · Filed: Apr 2, 2024 · CIK: 1315257

Koppers Holdings INC. DEF 14A Filing Summary
FieldDetail
CompanyKoppers Holdings INC. (KOP)
Form TypeDEF 14A
Filed DateApr 2, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: Koppers Holdings, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Koppers Holdings Inc. has filed its Definitive Proxy Statement (DEF 14A) on April 2, 2024, detailing executive compensation and corporate governance for the period ending May 2, 2024.</b>

AI Summary

Koppers Holdings Inc. (KOP) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Koppers Holdings Inc. filed a DEF 14A form on April 2, 2024. The filing covers the period ending May 2, 2024. The company's fiscal year ends on December 31st. Koppers Holdings Inc. is incorporated in Pennsylvania. The filing includes data for fiscal years 2020 through 2023.

Why It Matters

For investors and stakeholders tracking Koppers Holdings Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on corporate matters. The DEF 14A provides detailed financial information related to equity awards and compensation for key personnel, offering insights into the company's financial health and management incentives.

Risk Assessment

Risk Level: low — Koppers Holdings Inc. shows low risk based on this filing. The filing is a routine proxy statement, providing standard disclosures without immediate indications of significant financial distress or operational issues.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Koppers Holdings Inc. file this DEF 14A?

Koppers Holdings Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Koppers Holdings Inc. (KOP).

Where can I read the original DEF 14A filing from Koppers Holdings Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Koppers Holdings Inc..

What are the key takeaways from Koppers Holdings Inc.'s DEF 14A?

Koppers Holdings Inc. filed this DEF 14A on April 2, 2024. Key takeaways: Koppers Holdings Inc. filed a DEF 14A form on April 2, 2024.. The filing covers the period ending May 2, 2024.. The company's fiscal year ends on December 31st..

Is Koppers Holdings Inc. a risky investment based on this filing?

Based on this DEF 14A, Koppers Holdings Inc. presents a relatively low-risk profile. The filing is a routine proxy statement, providing standard disclosures without immediate indications of significant financial distress or operational issues.

What should investors do after reading Koppers Holdings Inc.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions. The overall sentiment from this filing is neutral.

How does Koppers Holdings Inc. compare to its industry peers?

Koppers Holdings Inc. operates in the lumber and wood products industry, focusing on treated wood and carbon-based products.

Are there regulatory concerns for Koppers Holdings Inc.?

The filing is a DEF 14A, a type of proxy statement required by the SEC for public companies to disclose information to shareholders regarding annual meetings and voting matters.

Industry Context

Koppers Holdings Inc. operates in the lumber and wood products industry, focusing on treated wood and carbon-based products.

Regulatory Implications

The filing is a DEF 14A, a type of proxy statement required by the SEC for public companies to disclose information to shareholders regarding annual meetings and voting matters.

What Investors Should Do

  1. Review the Summary Compensation Table for details on executive pay.
  2. Examine proposals to be voted on at the shareholder meeting.
  3. Understand the company's corporate governance practices as outlined in the filing.

Key Dates

Year-Over-Year Comparison

This is the initial filing analyzed for the current reporting period.

Filing Stats: 4,518 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2024-04-02 16:34:26

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights We have implemented a strong pay-for-performance compensation program while striving to pay our executives competitively and align our compensation program with our business strategies. A significant portion of the total compensation of our named executive officers ("NEOs") is based on performance and at-risk, such that our NEOs receive higher compensation when they exceed our goals and lower compensation when they do not meet our goals. Our executive compensation program provides a mix of base salary, an annual cash incentive and long-term equity incentives. The annual cash incentive is a variable annual cash incentive opportunity under our annual incentive plan ("AIP") based upon weighted adjusted EBITDA and operating cash flow performance. Approximately 80 percent of the total dollar value of our CEO's long-term equity incentive award, approximately 60 percent for our other NEOs, consists of performance-based restricted stock units ("PSUs") (assuming target achievement). The remainder of the long-term equity incentive award for our CEO and other NEOs consists of time-based restricted stock-units ("RSUs"). For 2023, the total direct compensation of our NEOs was heavily weighted towards variable, at-risk compensation that is tied to performance, with approximately 84 percent of our CEO's total pay at risk (approximately 74 percent being performance-based) and approximately 71 percent of our other NEOs' average total pay at risk (approximately 55 percent being performance-based). Total direct compensation is computed in accordance with SEC regulations applicable to disclosure of NEO compensation in the Summary Compensation Table located in the NEO compensation disclosures below minus amounts reported in the Summary Compensation Table for Changes in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation. KOPPERS HOLDINGS INC. vii Table of Contents 2024 PROXY SUMMARY Key Pay-for-Performan

Executive Compensation Highlights

Executive Compensation Highlights vii Corporate Governance Highlights viii PROXY ITEM 1 — PROPOSAL FOR ELECTION OF DIRECTORS 1 General 1 Vote Required 1 Director Qualifications 1 Biographical Summaries of Nominees 3 Board Meetings and Committees 8 CORPORATE GOVERNANCE MATTERS 10 Corporate Governance Guidelines 10 Director Independence 10 Board Refreshment and Succession Planning 11 Board Leadership Structure 11 Executive Sessions 12 Risk Oversight 12 Code of Conduct and Code of Ethics 13 Sustainability 13 Communications with the Board 15 Nomination Procedures 15 Committee Reports to Shareholders 16 Audit Committee Report 16 Management Development and Compensation Committee Report 17 COMMON STOCK OWNERSHIP 18 Director and Executive Officer Stock Ownership 18 Beneficial Owners of More Than Five Percent 19 EXECUTIVE AND DIRECTOR COMPENSATION 20 Compensation Discussion and Analysis 20 Summary Compensation Table 30 2023 Grants of Plan Based Awards 32 Outstanding Equity Awards at Fiscal Year-End 33 2023 Option Exercises and Stock Vested 35 2023 Pension Benefits 36 2023 Non-qualified Deferred Compensation 37 Potential Payments upon Termination or Change in Control 38 Director Compensation 42 Stock Ownership Guidelines for Our Non-Employee Directors 44 2023 Pay Ratio Disclosure 44 2023 Pay Versus Performance Disclosure 46 TRANSACTIONS WITH RELATED PERSONS 50 AUDITORS 51 PROXY ITEM 2 — PROPOSAL TO ADOPT AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED BYLAWS 52 PROXY ITEM 3 — PROPOSAL TO APPROVE AN ADVISORY RESOLUTION ON OUR NAMED EXECUTIVE OFFICER COMPENSATION 53 PROXY ITEM 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 54 GENERAL MATTERS 55 Annual Meeting Q&A 55 Shareholder Proposals for the Next Annual Meeting 59 APP

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