Stepan Co. Files Definitive Proxy Statement (DEF 14A)

Ticker: SCL · Form: DEF 14A · Filed: Mar 26, 2024 · CIK: 94049

Stepan Co DEF 14A Filing Summary
FieldDetail
CompanyStepan Co (SCL)
Form TypeDEF 14A
Filed DateMar 26, 2024
Risk Levellow
Pages15
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Stepan Co., Corporate Governance

TL;DR

<b>Stepan Co. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

STEPAN CO (SCL) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Stepan Co. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024. The filing covers the fiscal year ending December 31, 2023. It includes details on executive compensation for individuals like Scott R. Behrens and F. Quinn Stepan. The document references equity award adjustments and pension benefit adjustments for the covered year. The company's principal executive offices are located at Edens & Winnetka Road, Northfield, IL.

Why It Matters

For investors and stakeholders tracking STEPAN CO, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on related proposals. It provides transparency into how the company's leadership is compensated, including equity awards and pension benefits, which can impact investor sentiment and corporate strategy.

Risk Assessment

Risk Level: low — STEPAN CO shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess alignment with company performance and shareholder interests.

Executive Compensation

NameTitleTotal Compensation
Scott R. BehrensMember
F. Quinn StepanMember

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-03-26 — Filing Date (Date of Report)
  • 2023-01-01 — Fiscal Year Start (Reporting Period)
  • 1984-01-08 — Date of Name Change (Former Company Name)

Key Players & Entities

  • STEPAN CO (company) — Filer
  • DEF 14A (filing) — Form Type
  • 2024-03-26T00:00:00.000Z (date) — Filing Date
  • Scott R. Behrens (person) — Executive Compensation Mention
  • F. Quinn Stepan (person) — Executive Compensation Mention
  • Northfield, IL (location) — Business Address
  • SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] (industry) — Standard Industrial Classification
  • 0000094049 (company) — Central Index Key

FAQ

When did STEPAN CO file this DEF 14A?

STEPAN CO filed this Proxy Statement (DEF 14A) with the SEC on March 26, 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 STEPAN CO (SCL).

Where can I read the original DEF 14A filing from STEPAN CO?

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 STEPAN CO.

What are the key takeaways from STEPAN CO's DEF 14A?

STEPAN CO filed this DEF 14A on March 26, 2024. Key takeaways: Stepan Co. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024.. The filing covers the fiscal year ending December 31, 2023.. It includes details on executive compensation for individuals like Scott R. Behrens and F. Quinn Stepan..

Is STEPAN CO a risky investment based on this filing?

Based on this DEF 14A, STEPAN CO presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

What should investors do after reading STEPAN CO's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess alignment with company performance and shareholder interests. The overall sentiment from this filing is neutral.

Key Dates

  • 2024-03-26: Filing of DEF 14A — Provides details on executive compensation and corporate governance for the fiscal year 2023.
  • 2023-12-31: Fiscal Year End — The period covered by the compensation and governance information in the filing.

Filing Stats: 4,630 words · 19 min read · ~15 pages · Grade level 11.2 · Accepted 2024-03-26 06:12:50

Filing Documents

Security Ownership

Security Ownership 7

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 7

Security Ownership of the Board of Directors and Management

Security Ownership of the Board of Directors and Management 7 Equity Compensation Plan Information 10 Certain Relationships and Related Party Transactions 11 Policies and Procedures for Approving Related Person Transactions 11 Transactions with Related Persons, Promoters and Certain Control Persons 11 Corporate Governance Principles and Board Matters 12 Corporate Governance Guidelines and Code of Conduct 12 Board Committees 12 Board Performance Evaluations 13 Board Meetings and Attendance 14 Director Nomination Process 14 Board Diversity 15 Director Independence 15 Board Leadership Structure 16 Risk Management 17 Executive Sessions 17 Compensation Committee Interlocks and Insider Participation 17

Executive Compensation

Executive Compensation 18 Compensation Discussion and Analysis 18 Summary of Executive Compensation in 2023 18 Significant Developments in 2023 18

Executive Compensation Best Practices the Company Follows

Executive Compensation Best Practices the Company Follows 19 Compensation Philosophy 19 Compensation Objectives 20 Role of the Human Capital and Compensation Committee 20 Role of the Compensation Consultant 20 Role of the Committee and Executives in Establishing Executive Compensation 21 Advisory Vote on Executive Compensation 21 Executive Pay Mix 22 Compensation Peer Group and Survey Data 22 i Elements of Compensation 23 Clawback Policy 31 Stock Ownership Policy 31 Hedging and Trading Restrictions 32 Post-Termination Benefits 32 Impact of Tax and Accounting Considerations 32 Human Capital and Compensation Committee Report 33

Executive Compensation Tables

Executive Compensation Tables 34 2023 Summary Compensation Table 34 2023 Grants of Plan-Based Awards 36 Outstanding Equity Awards at 2023 Fiscal Year-End 37 2023 Option Exercises and Stock Vested 40 2023 Pension Benefits 41 2023 Nonqualified Deferred Compensation 43 Potential Payments upon Termination or Change in Control 44 CEO Pay Ratio 46 Pay Versus Performance 47 Director Compensation 50 Overview of Director Compensation Program 50 Directors' Fees 50 Directors Deferred Compensation Plan 50 Stock Awards and Incentive Compensation Program for Non-Employee Directors 50 Non-Employee Directors' Stock Ownership Policy 51 Hedging and Trading Restrictions 51 2023 Director Compensation Table 51 Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation 52 Audit Committee Report 54 Proposal No. 3: Ratify the Appointment of Deloitte & Touche LLP as the Company's Independent Public Accounting Firm for 2024 55 Independent Registered Public Accounting Firm Fees 55 Pre-Approval Policy 56 2025 Stockholder Proposals and Director Nominations 57 Communications for All Interested Parties 57 Annual Report to Stockholders 58 Appendix A: Explanations of GAAP and Non-GAAP Financial Measures A-1 ii March 26, 2024 PROXY STATEMENT For the Annual Meeting of Stockholders of STEPAN COMPANY 1101 Skokie Boulevard Northbrook, Illinois 60062 To be held at 9:00 a.m. (CDT) on April 30, 2024 INFORMATION CONCERNING SOLICITATION AND VOTING The enclosed proxy is solicited by the Board of Directors, and the Company will bear the entire expense of solicitation. Such solicitation is being made by mail, and the Company's officers and employees may solicit proxies from stockholders personally or by telephone, mail or other means. The Company will make arrangements with the brokers, custodians, nominees and other fiduciaries who request the forwarding of solicitati

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners As of March 4, 2024, the following persons were the only persons known to the Company to beneficially own more than five percent of the Company's Common Stock, other than members of the Company's Board of Directors or management, whose ownership is set forth in the table below: Name and Address Number of Shares of Common Stock Beneficially Owned Percentage of Outstanding Shares of Common Stock (1) BlackRock, Inc. (2) 3,498,133 15.6% The Vanguard Group, Inc. (3) 2,562,730 11.4% 1,212,248 5.4% Dimensional Fund Advisors LP (5) 1,201,147 5.3% (1) Based on 22,464,074 shares of Common Stock outstanding as of March 4, 2024. (2) As reported in a Schedule 13G/A filed with the SEC on January 22, 2024, by BlackRock, Inc. ("BlackRock"), 50 Hudson Yards, New York, New York 10001. In the Schedule 13G/A, BlackRock reported that, as of December 31, 2023, it had sole voting power as to 3,440,371 shares of Common Stock and sole dispositive power as to 3,498,133 shares of Common Stock. (3) As reported in a Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group ("Vanguard"), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. In the Schedule 13G/A, Vanguard reported that, as of December 29, 2023, it had shared voting power as to 17,017 shares of Common Stock, sole dispositive power as to 2,523,067 shares of Common Stock and shared dispositive power as to 39,663 shares of Common Stock. (4) As reported in a Schedule 13G/A filed with the SEC on January 24, 2024, by State Street Corporation ("State Street"), State Street Financial Center, 1 Congress Street, Suite 1, Boston, Massachusetts 02114. In the Schedule 13G/A, State Street reported that, as of December 31, 2023, it had shared voting power as to 1,137,499 shares of Common Stock and shared dispositive power as to 1,212,248 shares of Common Stock. (5) As reported in a Schedule 13G filed with th

Security Ownership of the Board of Directors and Management

Security Ownership of the Board of Directors and Management The following table sets forth, as of March 4, 2024, the security ownership of each executive officer listed in the Summary Compensation Table in this proxy statement, each director and nominee for director, and all currently serving directors and executive officers as a group. The address for each 7 director, nominee for director, and executive officer is c/o Stepan Company, 1101 Skokie Boulevard, Northbrook, Illinois 60062. Name Number of Shares of Common Stock Beneficially Owned (1) Percentage of Outstanding Shares of Common Stock (1) Scott R. Behrens 48,876 (2) * Lorinda A. Burgess 3,334 * Randall S. Dearth 11,517 (3) * Joaquin Delgado 12,175 * Robert J. Haire, Jr. 581 (4) * David G. Kabbes 15,972 (5) * Susan M. Lewis — * Arthur W. Mergner 27,369 (6) * Sean T. Moriarty 30,819 (7) * Jan Stern Reed 10,015 * Luis E. Rojo 22,586 (8) * F. Quinn Stepan, Jr. 899,220 (9) 4.0% Edward J. Wehmer 23,570 (10) * All Directors and Executive Officers 1,564,586 (11) 7.0% * Less than one percent of outstanding shares of Common Stock. (1) Based on 22,464,074 shares of Common Stock outstanding as of March 4, 2024. Number of shares of Common Stock for each director, nominee for director, and executive officer (and all directors and executive officers as a group) includes (a) shares of Common Stock owned by the spouse of each director, nominee for director, or executive officer, and shares of Common Stock held by each director, nominee for director, or executive officer, or such person's spouse as trustee or custodian for the benefit of children and family members if such trustee or custodian has voting or investment power, (b) shares of Common Stock that may be acquired within 60 days through the exercise of stock options or stock appreciation rights ("SARs") granted pursuant to the Company's incentive compensation plans, and (c) shares

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