CEO total compensation of approximately $3.7 million is modest for a company of this size and market cap, and is well within reasonable benchmarks for a specialty chemicals company with roughly $2 billion in revenue. The pay structure is sound: approximately 79% of CEO target compensation is variable and at-risk, split between an annual cash bonus tied to adjusted EBITDA, new business wins, and safety metrics, and long-term equity awards (performance stock awards and time-based restricted shares) with a 60/40 split favoring performance-based awards. Crucially, pay outcomes reflected the difficult business environment — the annual bonus paid out at only about 58% of target due largely to the company missing its adjusted EBITDA threshold, and the 2023 performance stock awards settled at only 60% of target — so the incentive structure demonstrably reduced executive pay when the company underperformed, which is the behavior this policy looks for in assessing pay-for-performance alignment.

PwC has been Quaker Houghton's auditor since at least 1972 — a relationship of approximately 54 years — which far exceeds the 25-year tenure threshold in our policy. Such a long-standing relationship raises concerns about whether the auditor maintains sufficient independence and professional skepticism when reviewing management's financial reporting. The proxy does not provide a specific and compelling rationale for retaining PwC beyond this threshold, such as a disclosed multi-year rotation plan or exceptional audit quality metrics, so a vote against ratification is warranted on tenure grounds alone. On fees, non-audit fees of approximately $2.495 million (audit-related fees of $1.735 million plus tax fees of $750,000 plus other fees of $10,000) represent about 47% of audit fees of $5.26 million, which is just under the 50% policy threshold and does not independently trigger a no vote.