Stepan Co. Files DEF 14A for April 28, 2026 Annual Meeting

Def 14a - Stepan Co (0000094049) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Stepan Co (0000094049) (Filer)
Filed DateMar 25, 2026
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, corporate-governance, annual-meeting, shareholder-vote

TL;DR

**Stepan Co. just dropped its proxy statement for the April 28, 2026 annual meeting, get ready to vote on leadership and strategy!**

AI Summary

Stepan Co. (CIK: 0000094049) filed a DEF 14A proxy statement on March 25, 2026, for its annual meeting scheduled for April 28, 2026. This filing, which includes 31 documents, outlines proposals for shareholder votes, likely including director elections and executive compensation. For investors, this matters because it provides crucial information about the company's governance, strategic direction, and how executive decisions are made, directly impacting long-term stock performance and shareholder value.

Why It Matters

This filing is essential for shareholders to understand the proposals they will vote on, influencing the company's leadership and future direction.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory disclosure and does not inherently present a direct financial risk, but rather provides information for shareholder decisions.

Analyst Insight

Investors should review the full DEF 14A document to understand the specific proposals, especially those related to corporate governance and executive compensation, before the April 28, 2026 meeting.

Key Numbers

  • 2026-03-25 — Filing Date (The date the DEF 14A was officially filed with the SEC.)
  • 2026-04-28 — Period of Report (Likely the date of the annual shareholders' meeting for which this proxy statement is issued.)
  • 31 — Documents (The total number of documents included in this specific SEC filing.)
  • 0000094049 — CIK (The Central Index Key, a unique identifier for STEPAN CO with the SEC.)
  • 8474467500 — Phone Number (The business contact number for STEPAN CO.)

Key Players & Entities

  • STEPAN CO (company) — the filer of the DEF 14A
  • 0000094049 (company) — CIK of STEPAN CO
  • 2026-03-25 (date) — filing date of the DEF 14A
  • 2026-04-28 (date) — period of report, likely the annual meeting date
  • EDENS & WINNETKA ROAD NORTHFIELD IL 60093 (company) — mailing and business address of STEPAN CO

Forward-Looking Statements

  • Stepan Co. will hold its annual shareholder meeting on April 28, 2026, as indicated by the 'Period of Report' date. (STEPAN CO) — high confidence, target: 2026-04-28
  • The DEF 14A filing will contain proposals for the election of directors and executive compensation, standard for such proxy statements. (STEPAN CO) — medium confidence, target: 2026-04-28

FAQ

What is the purpose of the DEF 14A filing by Stepan Co.?

The DEF 14A is an 'Other definitive proxy statement' filed by Stepan Co. (CIK: 0000094049) on March 25, 2026, typically used to solicit shareholder votes for an upcoming annual meeting, which in this case is indicated as April 28, 2026.

When was this specific DEF 14A filing accepted by the SEC?

This DEF 14A filing (SEC Accession No. 0001193125-26-122725) was accepted by the SEC on 2026-03-25 at 06:35:25.

How many documents are included in this DEF 14A filing?

The filing indicates that there are 31 documents included, with the primary document being 'd908270ddef14a.htm' which is an iXBRL DEF 14A.

What is Stepan Co.'s business address as listed in the filing?

Stepan Co.'s business address is listed as EDENS & WINNETKA ROAD NORTHFIELD IL 60093, with a phone number of 8474467500.

What is Stepan Co.'s SIC code and what industry does it represent?

Stepan Co.'s SIC code is 2840, which represents 'Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics'. Its CF Office is listed as 08 Industrial Applications and Services.

Filing Stats: 4,593 words · 18 min read · ~15 pages · Grade level 11.6 · Accepted 2026-03-25 06:35:25

Filing Documents

Security Ownership

Security Ownership 8

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 8

Security Ownership of the Board of Directors and Management

Security Ownership of the Board of Directors and Management 8 Certain Relationships and Related Party Transactions 11 Policies and Procedures for Approving Related Person Transactions 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 Composition 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 2025 18 Significant Developments in 2025 18

Executive Compensation Best Practices the Company Follows

Executive Compensation Best Practices the Company Follows 19 Compensation Philosophy 20 Compensation Objectives 20 Role of the Human Capital and Compensation Committee 20 Role of the Compensation Consultant 21 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 Elements of Compensation 23 Clawback Policy 31 Stock Ownership Policy 32 i Table of Contents Insider Trading Policy 34 Post-Termination Benefits 34 Impact of Tax and Accounting Considerations 34 Human Capital and Compensation Committee Report 35

Executive Compensation Tables

Executive Compensation Tables 36 2025 Summary Compensation Table 36 2025 Grants of Plan-Based Awards 38 Outstanding Equity Awards at 2025 Fiscal Year-End 39 2025 Option Exercises and Stock Vested 42 2025 Pension Benefits 43 2025 Nonqualified Deferred Compensation 45 Potential Payments upon Termination or Change in Control 46 CEO Pay Ratio 49 Pay Versus Performance 50 Director Compensation 53 Overview of Director Compensation Program 53 Directors' Fees 53 Directors Deferred Compensation Plan 53 Stock Awards and Incentive Compensation Program for Non-Employee Directors 53 Non-Employee Directors' Stock Ownership Policy 54 2025 Director Compensation Table 54 Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation 56 Audit Committee Report 59 Proposal No. 3: Ratify the Appointment of Deloitte & Touche LLP as the Company's Independent Public Accounting Firm for 2026 60 Independent Registered Public Accounting Firm Fees 60 Pre-Approval Policy 61 2026 Stockholder Proposals and Director Nominations 62 Communications for All Interested Parties 62 Annual Report to Stockholders 63 Appendix A: Explanations of GAAP and Non-GAAP Financial Measures A-1 ii Table of Contents March 25, 2026 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 28, 2026 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 solicitation material to the b

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners As of March 2, 2026, 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) 3,207,948 14.1% The Vanguard Group, Inc. (3) 2,562,730 11.3% (1) Based on 22,690,379 shares of Common Stock outstanding as of March 2, 2026. (2) As reported in a Schedule 13G/A filed with the SEC on April 29, 2025, by BlackRock, Inc. ("BlackRock"), 50 Hudson Yards, New York, New York 10001. In the Schedule 13G/A, BlackRock reported that, as of March 31, 2025, it had sole voting power as to 3,168,461 shares of Common Stock and sole dispositive power as to 3,207,948 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.

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 2, 2026, 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 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) Lorinda A. Burgess 7,354 (2) * Randall S. Dearth 15,485 (3) * Joaquin Delgado 16,071 * Robert J. Haire, Jr. 18,208 (4) * Samuel S. Hinrichsen 0 (5) * Susan M. Lewis 4,396 * Sean T. Moriarty 45,885 (6) * Corning F. Painter 2,433 * Jan Stern Reed 13,911 * Luis E. Rojo 80,739 (7) * F. Quinn Stepan, Jr. 961,674 (8) 4.6% Richard F. Stepan 255,700 (9) * Ruben Velasquez 4,110 (10) * All Directors and Executive Officers 1,492,974 (11) 6.6% * Less than one percent of outstanding shares of Common Stock. (1) Based on 22,690,379 shares of Common Stock outstanding as of March 2, 2026. Number of shares of Common Stock for each director, nominee for director, and executive officer (and all 8 Table of Contents 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 compensa

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