Pay vs Performance Disclosure
Jun. 10, 2024
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay Versus Performance
As described in greater detail in our Compensation Discussion and Analysis beginning on page 46, our executive compensation program reflects a variable pay-for-performance philosophy. The following table and related disclosures provide further “pay versus performance” disclosure with respect to our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other named executive officers, or NEOs, as contemplated by Item 402(v) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE TABLE
| Summary | Summary | Average Summary Compensation |
Average Compensation |
Value of Initial Fixed $100 Investment based on:4 |
1-Year | |||||||||||||||
| Year | Compensation Table Total for First PEO1 ($) |
Compensation Table Total for Second PEO1 ($) |
Compensation Actually Paid to First PEO1, 2, 3 ($) |
Compensation Actually Paid to Second PEO1, 2, 3 ($) |
Table Total for Non-PEO NEOs1 ($) |
Actually Paid to Non-PEO NEOs1,2,3 ($) |
TSR ($) |
Peer Group TSR ($) |
Net Loss ($ Millions) |
Relative
TSR (Percentile Rank vs. Peers)5 | ||||||||||
| 2025 | 12,038,391 | — | 1,373,942 | — | 2,876,605 | 1,011,747 | 15.83 | 122.72 | (2,237) | 0.0% | ||||||||||
| 2024 | 10,531,812 | 14,968,954 | 8,782,041 | 12,336,343 | 2,654,529 | 2,178,428 | 47.54 | 123.93 | 342 | 31.3% | ||||||||||
| 2023 | — | 9,623,437 | — | (5,597,561) | 2,365,605 | 504,877 | 58.85 | 123.96 | 1,321 | 6.1% | ||||||||||
| 2022 | — | 11,069,899 | — | 16,177,222 | 2,325,088 | 3,113,105 | 112.36 | 111.76 | 742 | 87.8% | ||||||||||
| 2021 | — | 8,489,671 | — | 7,040,175 | 1,947,097 | 1,584,265 | 97.29 | 125.69 | 737 | 13.5% | ||||||||||
| 1. | Pierre Brondeau (“First PEO”) was our PEO in 2024 and 2025. Mr. Brondeau served as our PEO from June 11, 2024 to present. Mark Douglas (“Second PEO”) was our PEO from 2020 to 2024. Mr. Douglas served as our PEO through June 11, 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||
| Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | Andrew Sandifer | ||||
| Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | Ronaldo Pereira | ||||
| Michael Reilly | Michael Reilly | Michael Reilly | Michael Reilly | Michael Reilly | ||||
| Kathleen Shelton | Kathleen Shelton | Jacqueline Scanlan | Jacqueline Scanlan | Jacqueline Scanlan | ||||
| Thaisa Hugenneyer | ||||||||
| Vsevolod Rostovtsev |
| Year | Summary Compensation Table Total for First PEO ($) |
Exclusion
of Change in Pension Value for First PEO ($) |
Exclusion
of Stock Awards for First PEO ($) |
Inclusion
of Pension Service Cost for First PEO ($) |
Inclusion
of Equity Values for First PEO ($) |
Compensation Actually Paid to First PEO ($) | ||||||
| 2025 | 12,038,391 | — | (8,631,340) | — | (2,033,109) | 1,373,942 |
| Year | Year-End
Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) |
Change
in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) |
Vesting-Date
Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) |
Change
in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) |
Fair Value
at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) |
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($) |
Total -
Inclusion of Equity Values for First PEO ($) | |||||||
| 2025 | 2,889,571 | (4,907,753) | — | (14,927) | — | — | (2,033,109) |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) |
Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) |
Average Exclusion of Stock Awards for Non-PEO NEOs ($) |
Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) |
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||
| 2025 | 2,876,605 | (56,190) | (1,432,143) | 25,257 | (401,782) | 1,011,747 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
Average
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
Average
Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
Average
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
Average
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
Average
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
Total -
Average Inclusion of Equity Values for Non-PEO NEOs ($) | |||||||
| 2025 | 468,284 | (835,176) | 94,544 | (78,199) | (51,235) | — | (401,782) |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the S&P 500 Chemicals Index TSR over the same period.
PEO AND AVERAGE NON-PEO NEO COMPENSATION
ACTUALLY PAID VERSUS TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the five most recently completed fiscal years.
PEO AND AVERAGE NON-PEO NEO COMPENSATION
ACTUALLY PAID VERSUS NET LOSS
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 1-Year Relative TSR (Percentile Rank vs. Peers)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our 1-Year Relative TSR (Percentile Rank vs. Peers) during the five most recently completed fiscal years.
PEO AND AVERAGE NON-PEO NEO COMPENSATION
ACTUALLY PAID
VERSUS 1-YEAR RELATIVE TSR (PERCENTILE RANK VS. PEERS)
Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All Named Executive Officers for Fiscal Year 2025
As described in greater detail in our Compensation Discussion and Analysis beginning on page 46, our compensation philosophy emphasizes a pay-for-performance culture focused on the long-term interests of our stockholders. We utilize metrics for our short- and long-term incentive compensation programs that are designed to drive short-term and long-term growth and profitability and link our Named Executive Officers’ compensation pay outcomes to execution of business strategy and stockholder value creation.
Listed below are the financial performance measures which in our assessment represent the most important performance measures we used to link Compensation Actually Paid to our PEOs and other NEOs for 2025 to Company performance. The measures in this table are not ranked.
| 1-Year Relative TSR (Percentile Rank vs. Peers) | |
| Adjusted EBITDA | |
| Free Cash Flow | |