Quaker Chemical Corp Announces Executive and Board Changes

TL;DR

Quaker Chemical (KWR) board shuffle and new exec deal announced.

AI Summary

Quaker Chemical Corporation announced on November 14, 2024, a series of executive and board changes. Effective November 14, 2024, Michael L. McCollam resigned from his position as a director. The company also announced the appointment of Dr. Robert J. P. Smith as a new director, effective the same date. Additionally, the company entered into a new employment agreement with a named executive officer, though specific details of this agreement were not provided in this excerpt.

Why It Matters

Changes in board composition and executive employment agreements can signal shifts in company strategy, governance, or future financial performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and leadership effectiveness.

Key Players & Entities

• Quaker Chemical Corporation (company) — Registrant
• Michael L. McCollam (person) — Resigned Director
• Dr. Robert J. P. Smith (person) — Appointed Director
• November 14, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 par value KWR New York Stock Exchan
• $800,000 — h provides that his base salary will be $800,000 per annum and that he will be eligible
• $2,300,000 — is grant having a target level value of $2,300,000. The Employment Agreement further provi

Filing Documents

• tm2428909d1_8k.htm (8-K) — 33KB
• tm2428909d1_ex10-1.htm (EX-10.1) — 65KB
• tm2428909d1_ex10-2.htm (EX-10.2) — 70KB
• tm2428909d1_ex99-1.htm (EX-99.1) — 12KB
• tm2428909d1_ex10-1img01.jpg (GRAPHIC) — 8KB
• tm2428909d1_ex99-1img004.jpg (GRAPHIC) — 4KB
• tm2428909d1_ex99-1img005.jpg (GRAPHIC) — 8KB
• 0001104659-24-121066.txt ( ) — 415KB
• kwr-20241114.xsd (EX-101.SCH) — 3KB
• kwr-20241114_lab.xml (EX-101.LAB) — 33KB
• kwr-20241114_pre.xml (EX-101.PRE) — 22KB
• tm2428909d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 14, 2024, the Board of Directors (the "Board") of Quaker Chemical Corporation (the "Company"), appointed Joseph A. Berquist, age 53, the Company's Chief Commercial Officer, to serve as Chief Executive Officer and President, effective November 18, 2024. Mr. Berquist was also appointed to the Board as a Class I director, to serve until the 2026 annual meeting of shareholders. Mr. Berquist joined the Company in 1997 and served as the Company's Chief Commercial Officer since 2023. Prior to that role, he served in strategic and commercial leadership positions of increasing responsibility and global reach at the Company, including Executive Vice President, Chief Strategy Officer, and Managing Director, Global Specialty Businesses from September 2021 until December 2022; Interim Managing Director of EMEA from August 2022 through December 2022; Senior Vice President, Global Specialty Businesses and Chief Strategy Officer from August 2019 to September 2021; Vice President and Managing Director – North America from April 2010 until July 2019. Prior to that time, Mr. Berquist held other key roles and increased responsibilities across the Company's commercial sales organization and steel, metalworking and fluid power businesses. The Company and Mr. Berquist entered into an employment agreement (the "Employment Agreement") on November 18, 2024, which provides that his base salary will be $800,000 per annum and that he will be eligible to participate in the Company's Annual Incentive Plan with a target award percentage of 100% of his base salary for 2025, with the actual amount awarded dependent upon the Company's financial results and other objectives to be determined. Mr. Berquist will continue to participate in the Company's 2024 Long-Term Performance Incentive Plan, which includes a mix of time-based res

01

Item 8.01. Other Events. A copy of the press release announcing the appointment of Mr. Berquist and Mr. Tometich's departure, as further described in Item 5.02 above, is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. The following exhibits are included as part of this Current Report on Form 8-K: Exhibit No. Description 10.1* Employment Agreement by and between Quaker Chemical Corporation and Joseph A. Berquist, dated November 18, 2024 10.2* Change in Control Agreement by and between Quaker Chemical Corporation and Joseph A. Berquist, dated November 18, 2024 99.1 Press Release of Quaker Chemical Corporation dated November 18, 2024 (furnished herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Management contract, compensatory plan or arrangement 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUAKER CHEMICAL CORPORATION Date: November 20, 2024 By: /s/ Robert T. Traub Robert T. Traub Senior Vice President, General Counsel and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR