Information Concerning Voting and Solicitation

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Orion Engineered Carbons S.A. (the “Company” or “we”) for use at the Company’s 2020 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held at the Company’s headquarters located at 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg on June 30, 2020, at 2:00 p.m. (Central European Time), and any adjournment thereof.

On or about April 29, 2020, we will mail to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement (this “Proxy Statement”) and the annual accounts prepared in accordance with Lux GAAP for the year ended December 31, 2019

and our consolidated financial statements prepared in accordance with US GAAP for the year ended December 31, 2019 as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Notice of Internet Availability of Proxy Materials will also contain instructions on how you can receive a paper copy of the proxy materials. Our 2019 stand-alone account, consolidated account and Annual Report on Form 10-K, Notice of Internet Availability of Proxy Materials and the proxy card are first being made available online on or about April 29, 2020.

Questions and Answers About the Meeting and Voting

What proposals are scheduled to be voted on at the Annual General Meeting and what is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual General Meeting?

Election of the nine director nominees each for a term ending on the date of the Annual General Meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2020.

The Board recommends that you vote “FOR” the election of the nine director nominees.

Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2019 (Say-on-Pay vote) as disclosed in the accompanying proxy statement.

The Board recommends that you vote “FOR” the approval of the named executive officers compensation.

Recommendation, on a non-binding advisory basis, of the frequency of future Say-on-Pay votes.

The Board recommends that you vote for the option of every ONE YEAR (annual) as the frequency of future Say-on-Pay votes.

Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2020 and ending on December 31, 2020.

The Board recommends that you vote “FOR” the approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2020 and ending on December 31, 2020.

Approval of the annual accounts of the Company for the financial year ended on December 31, 2019.

The Board recommends that you vote “FOR” the approval of the annual accounts of the Company for the financial year ended on December 31, 2019.

Approval of the consolidated financial statements of the Company for the financial year ended on December 31, 2019.

The Board recommends that you vote “FOR” the approval of the consolidated financial statements of the Company for the financial year ended on December 31, 2019.

Allocation of results, approval of the payment by the Company of the interim dividend in the amount of $48,034,813.00 during the financial year that ended on December 31, 2019 (the “Interim Dividends”), which include (a) $11,903,699.60 paid on March 29, 2019, (b) $12,042,441.60 paid on June 30, 2019, (c) $12,042,441.60 paid on September 30, 2019, and (d) $12,046,230.20 paid on December 30, 2019.

The Board recommends that you vote “FOR” the foregoing allocation of results of the financial year ended December 31, 2019.

Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2019.

The Board recommends that you vote “FOR” the discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2019.

Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year ended on December 31, 2019.

The Board recommends that you vote “FOR” the discharge of the independent auditor of the Company, Ernst & Young, Luxembourg,

Société anonyme – Cabinet de revision agréé during the financial year that ended on December 31, 2019.

Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2020.

The Board recommends that you vote “FOR” the appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2020.

Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law during the fiscal year ending on December 31, 2020.

The Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law during the fiscal year ending on December 31, 2020.

We are not aware of any other business to be brought before the Annual General Meeting. If any additional business is properly brought before the Annual General Meeting, proxies will be voted on those matters in accordance with the judgment of the person or persons acting under the proxies.

How many votes are needed to approve the proposals and what is the effect of broker non-votes, abstentions or withheld votes?

As of the Record Date, the Company had 60,992,259 Common Shares outstanding and 60,487,117 Common Shares entitled to vote. Each Common Share is entitled to one vote on each matter brought before the Annual General Meeting.

Unless otherwise required by applicable law or by the articles of association of the Company, resolutions at the Annual General Meeting are adopted by a simple majority of the votes validly cast, except for the resolution as to the frequency of future Say- on-Pay votes. The proposal of the frequency of future Say-on-Pay votes which collects the most favorable votes validly cast shall be adopted. Therefore each proposal, except for the resolution as to the frequency of future Say-on-Pay votes, can be approved by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting.

Abstentions, broker non-votes and nil votes will not be taken into account. A nil vote under Luxembourg law means a vote that does not show clearly the intention of the shareholder to cast a vote for, against or to abstain with regard to a specific resolution.

Who can vote at the Annual General Meeting?

Shareholders as of the Record Date for the Annual General Meeting are entitled to vote at the Annual General Meeting. As of the Record Date, the Company had 60,992,259 Common Shares outstanding and 60,487,117 Common Shares entitled to vote.

Shareholder of Record: Common Shares Registered in Your Name

If on the Record Date your Common Shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, then you are considered the shareholder of record with respect to those Common Shares.

As a shareholder of record, you may vote at the Annual General Meeting or vote by proxy. Whether or not you plan to attend the Annual General Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning the proxy card.

Beneficial Owner: Common Shares Registered in the Name of a Broker or Nominee

If on the Record Date, you hold your Common Shares through a bank, brokerage firm or other agent and do not give instructions to your bank, brokerage firm or other agent as to how your Common Shares should be voted at the Annual General Meetings, the Common Shares that you hold through a bank, brokerage firm or other agent will not be voted on Proposals 1 through 9. The Company therefore urges all Shareholders who hold their Common Shares through a bank, brokerage firm or other agent to promptly provide voting instructions in accordance with the procedures of their bank, brokerage firm or other agent.

How do I vote?

If you are a shareholder of record, you may:

·   vote in person—we will provide a ballot to shareholders who attend the Annual General Meeting and wish to vote in person;

·   vote by telephone;

·   vote by mail—if you request a paper proxy card, simply complete, sign and date the proxy card then follow the instructions on the proxy card; or

·   vote via the Internet—follow the instructions on the Notice of Internet Availability or proxy card and have the Notice of Internet Availability or proxy card available when you access the internet website.

All Common Shares represented by proxy for an Annual General Meeting duly executed and received by the Voter Deadline will be voted at the Annual General Meeting in accordance with the terms of the proxy. This includes votes submitted via the Internet or by telephone. Submitting your proxy, whether via the Internet, telephone or by mail if you requested a paper proxy card, will not affect your right to vote at the Annual General Meeting if you were a shareholder of record as of the close of business on April 23, 2020, and should you decide to attend the Annual General Meeting and vote your shares at the Annual General Meeting.

If you are not a shareholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your Common Shares.

Your vote is important. Whether or not you plan to attend the Annual General Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual General Meeting if you have already voted by proxy.

How do I revoke my proxy?

A Shareholder giving a proxy has the power to revoke it at any time before it is voted by providing written notice to the Secretary of the Company or by delivering a later-dated proxy.

What is the quorum requirement for the Annual General Meeting?

There is no quorum requirement. The Annual General Meeting will proceed regardless of the number of Common Shares present or represented by proxy.

What are broker non-votes?

Broker non-votes occur when Common Shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the Common Shares. Broker non-votes are counted for purposes of determining whether

a quorum is present, and have no effect on the matters voted upon. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your Common Shares will not be authorized to vote on Proposals 1 through 9. Appointment of the independent auditor (Proposal 10) and ratification of the appointment of the independent registered public accounting firm (Proposal 11) are considered to be routine matters and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the Common Shares in your account for Proposal 10 or Proposal 11, brokers will be permitted to exercise their discretionary authority to vote for the appointment of the independent auditor and the ratification of the appointment of the independent registered public accounting firm. We encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual General Meeting.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card.

If you do not vote and you hold your Common Shares in street name, and your broker does not have discretionary power to vote your shares, your Common Shares may constitute “broker non- votes” (as described above). Voting results will be tabulated and certified by the inspector of elections appointed for the Annual General Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, on or about April 29, 2020, the Company will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability and at https://investor.orioncarbons.com. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce costs to the Company associated with the physical printing and mailing of proxy materials.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to use the Internet to:

·   View the Company’s proxy materials for the Annual General Meeting; and

·   Instruct the Company to send future proxy materials to you by e-mail.

The Company’s proxy materials are also available at https://investor.orioncarbons.com. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this proxy statement.

Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you. If you

choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Proxies may be solicited on behalf of the Company by our directors, officers, employees or agents in person or by telephone, facsimile or other electronic means. We will also reimburse brokerage firms and other custodians, nominees and fiduciaries, upon request, for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our Common Shares. We have not retained an outside proxy solicitation firm to assist us with the solicitation of proxies.

Our current Board consists of eight directors. There are nine director nominees. Each director nominee presented below, if elected, will serve as a director until the next Annual General Meeting of shareholders and until such director’s successor is duly elected and qualified or, if earlier, such director’s death, resignation or removal. All of the nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. All but three of the nominees currently serve on the Board. Messrs. Clem and Faber will not stand for reelection. Following the 2020 Annual General Meeting, the Board will be fully independent except for our CEO, Mr. Painter. The Board does not anticipate that any of the nominees will be unable to serve as a director, but in the event that any nominee is unable to serve as a director or should otherwise become unavailable, the Board may either propose an alternate nominee, in which case the proxies will be voted for the alternative nominee unless directed to withhold from voting, or the Board may elect to reduce the size of the Board.

Director Nominees

Our Board believes that it is necessary for each of our directors to possess qualities, attributes and skills that contribute to a diversity of views and perspectives among the directors and enhance the overall effectiveness of the Board. As described under “Corporate Governance and Director Independence - Selection and Evaluation of Director Candidates,” our Nominating, Sustainability and Governance Committee considers all factors it deems relevant when evaluating prospective candidates or current board members for nomination to our Board, as prescribed in the committee’s charter. All of our directors bring to the Board leadership experience derived from past service. They also all bring a diversity of views and perspectives derived from their individual experiences working in a range of industries and occupations, which provide our Board, as a whole, with the skills and expertise that reflect the needs of the Company.

Certain individual experiences, qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the table and biographies set forth below.

Current Director
(since August 2018)

Ms. Galvin, age 59, has been practicing law for 35 years, including 26 years as in-house counsel. She spent 18 years (1990–2008) at Lyondell Chemical Co., a publicly traded chemical company in the Fortune 200, including the last eight years as General Counsel. Later she became General Counsel at Axip Energy Services LP, a privately held oil field services company, from May 2010 to August 2015. She then served as a consultant to Axip from August 2015 through March 2016. She has been a board member of the American Corporate Counsel Association, the Alumni Association of The University of Michigan and The Georgetown University Board of Regents. Ms. Galvin earned a B.S. in foreign service from Georgetown University and a J.D. from the University of Michigan.

Ms. Galvin brings to the Board over 35 years in managing legal and compliance matters and working extensively in corporate finance, securities law and corporate governance, including advising boards of directors. She has also managed human resources, compliance, HSE, risk management, public relations and government affairs functions.

Current Director
(since July 2014)

Mr. Huck, age 70, was the Chief Financial Officer of Air Products and Chemicals, a global industrial gas and chemicals company, from 2004 until his retirement in 2013. Prior to that, he served as Air Products and Chemicals Corporate Controller from 1994 until 2004. Mr. Huck joined Air Products and Chemicals in 1979 as a Financial Analyst and held various positions, including Manager of Project Control, Controller of the equipment division, Controller of the chemicals group, and Controller of the environmental and energy systems group. Before joining Air Products and Chemicals, Mr. Huck served as an officer in the U.S. Navy.

Mr. Huck has served on the Board of AdvanSix, Inc. since 2016. He also serves on various non-profit boards. Mr. Huck formerly served as a director of the NewPage Corporation. Mr. Huck brings to the Board over 30 years of leadership, financial and accounting experience in the chemicals industry, as well as extensive experience with regulated industries, operations/HSE and sustainability, and serving as an executive officer at a public company. Mr. Huck holds a B.S. in mathematics from the United States Naval Academy and an MBA from the Johnson Graduate School of Management at Cornell University.

Mr. Huck has served as a director of Orion since its initial public offering in 2014.

Proposed New Director

Ms. Lindsey, age 64, served as Chief Financial Officer of Commercial Metals Company, a global manufacturer and recycler of steel and other metals, from January 2016 until her retirement in August 2019. In addition, Ms. Lindsey served as Senior Vice President since 2017 and Vice President-Tax from 2009 to 2016. Also, Ms. Lindsey spent twenty years at The Timken Company starting as a Corporate Attorney and then moving into various roles, including business strategy, until her promotion to Vice President, Tax and Tax Counsel before departing in 2005.

Ms. Lindsey currently serves as a Director and chair of the Audit Committee of Lindsay Corporation, and as a Director of Methode Electronics, Inc. Ms. Lindsey brings to the Board over 30 years of experience in corporate leadership in tax, legal and finance, and has served as an executive officer of a public company. Ms. Lindsey has a B.A. in Russian and political science from the State University of New York, a J.D. from the State University of New York at Buffalo, and an L.L.M. in Taxation from Case Western University.

Current Director
(since July 2014)

Mr. Miraton, age 61, is currently an adviser to several senior executives and a professor in the MBA program at the Collège des Ingénieurs (CDI) in Paris. He is the president of his own consulting firm, La Combe SAS. Prior to this period, he was the chief executive officer of Almérys SAS, a French information technology company operating in the health insurance data sphere, from 2013 until 2015. He is the former chief executive officer of the Laboratoires Pierre Fabre, a leading French pharmaceutical company. He also served as a managing partner of the Compagnie Generale des Etablissements Michelin SCA from May 11, 2007 to June 30, 2011. During his time at Michelin, Mr. Miraton also acted as president of Michelin’s worldwide Research & Technology group as a supervisor of the Group industrial policy, and was a member of the Michelin Group Executive Council. Mr. Miraton has been an independent director of Vilmorin Clause & Cie SA from November 2007 until mid-2014. He holds a civil engineering degree from the École Nationale des Ponts-et-Chaussées.

Mr. Miraton brings to the Board a strong experience in the field of Industry, Lean Manufacturing, R&D and Innovation, as well as in the global management of industrial companies.

Proposed New Director

Dr. Yi Hyon Paik, age 64, was the President and Chief Strategy Officer of Samsung SDI Company from March 2014 to April 2016. Prior to Samsung SDI Company, he was the Executive Vice President and Head of Electronic Materials Business at Samsung Cheil Industries from 2010 to 2013. From 2009 to 2010, Dr. Paik worked at the Dow Chemical Company as its Business Group Vice President and Head of Electronic Materials Business. Before the Dow Chemical Company, he served at the Rohm and Haas Company as Business Group Vice President and President of Electronic Materials Business.

He served on the Board of Versum Materials, Inc. from 2016 until the company was acquired by Merck KGaA in October 2019.

Dr. Paik brings to the Board extensive leadership experience in multi-national companies, the electronic materials industry, and the energy storage industry. He also provides experience in strategic planning and global business expertise with a deep technical understanding. Dr. Paik earned a Bachelor of Arts and a Master in Chemistry from Seoul National University, a Ph.D. in Chemistry at the University of Pittsburgh and a Postdoctoral Fellow at Columbia University.

Chief Executive Officer,
Current Director
(since September 2018)

Mr. Painter, age 57, became the CEO of Orion Engineered Carbons in September 2018. He is responsible for setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture.

Prior to joining Orion, he was the Executive Vice President for Industrial Gases at Air Products and Chemicals, a global industrial gas company from 2014 until he left the company in 2018. Prior to that he was Senior Vice Present of Merchant Gases from 2013 to 2014. Mr. Painter joined Air Products in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement, safety). He was based overseas in Asia and Europe for ten years.

Mr. Painter has served on numerous non-profit boards. He is a Certified Professional Engineer and holds a B.S. in chemical engineering degree from Carnegie Mellon University.

Mr. Painter brings to the board in depth knowledge of the company, and the global chemicals business.

Current Director,
Chairman
(since July 2014)

Mr. Smith, age 74, serves as chairman of the boards of Kraton Performance Polymers, Inc. and Axip Energy Services LP. He is also a director of Magnolia Oil & Gas Corporation. During the past five years, Mr. Smith served on the board of directors of Northern Tier Energy LLC and Nexeo Solutions, Inc. He began his career with ARCO (Atlantic Richfield Company) in 1968 as an engineer. He was elected president of Lyondell Chemical Company in August 1994, chief executive officer in December 1996 and chairman of the board of directors in May 2007. Mr. Smith retired in December 2007 as chairman, president and chief executive officer of Lyondell Chemical Company following the acquisition of Lyondell by Basell. Mr. Smith also serves as a member of the College of Engineering Advisory Council at Lamar University.

Mr. Smith brings to the Board more than 40 years of executive leadership, including operations and finance, in the chemical and energy industries, as well as serving as the Chief Executive Officer of a public company and extensive board experience, including that of Chairman, on both public and private boards. Mr. Smith is a graduate of Lamar University with a B.S. degree in chemical engineering.

Mr. Smith has served as Chairman of Orion since its initial public offering in 2014.

Current Director
(since July 2014)

Mr. Winkhaus, age 82, previously served as chief executive officer of Henkel KGaA, a global consumer goods and adhesives company. He passed his professional life at Henkel in different finance, marketing and sales functions - nationally and internationally. Before joining Henkel Mr. Winkhaus was an assistant at the Banking Institute of the Ludwig-Maximilians-University in Munich.

After his retirement from Henkel Mr. Winkhaus served as Chairman of Deutsche Telekom AG and Schwarz Pharma AG. He was a board member at BMW AG, Lufthansa AG, ERGO AG, Degussa AG and up to September 2019 of Galeria Kaufhof AG. Mr. Winkhaus is engaged in the CARE organization in Germany. He studied Business Administration at and received a Ph. D from Ludwig-Maximilians-University, Munich.

He brings to the Board many years of leadership, financial, marketing, HR and organizational experience. He also has broad experience in regulatory and sustainability matters.

Proposed New Director

Michel Wurth, age 66, is chairman of ArcelorMittal Luxembourg and non-independent board member of ArcelorMittal S.A., the largest and most global steel and mining company. He has served most of his professional career within ArcelorMittal and its predecessor companies, Arcelor and ARBED. Between 2006 and 2014, he was Senior Executive Vice President and member of the Group Management Board of ArcelorMittal, successively in charge of Flat Carbon Steel Europe, Global Automotive, R&D and Long Carbon steel worldwide. He was CFO of Arcelor starting from 2002 to 2006 and occupied different functions at ARBED prior to 2002, in particular CFO and Corporate Secretary.

Michel Wurth serves several private companies as a non-executive board member. He is member of the Council of the Luxembourg Central Bank. He also is vice-chairman of the Luxembourg Red Cross and of Foundation des Hôpitaux Robert Schuman. He was Chairman of the Luxembourg Chamber of Commerce and of Union des Entreprises Luxembourgeoises between 2004 and 2019. He brings to the Board many years of experience in senior leadership of a public industrial company. He also provides experience in finance, global business management, sustainability, and strategic planning. Michel Wurth holds an MSc degree in Economics from the London School of Economics, a Master degree in Law from the University of Grenoble (France) and a degree in Political Science from the Institut d’Etudes politiques de Grenoble. He is a Dr. of Laws, Honoris Causa, from Sacred Heart University.

44.4% cultural diversity

(based on nation of origin)

22.2%

gender diversity

Diversity

Our nominated directors will bring a diverse set of perspectives to our Board. With the addition of our newly nominated directors our Board will have directors with cultural backgrounds from, and hold citizenship in, five different countries. Four directors (44%) hold citizenship in a European or Asian country and two directors (22%) are female (one of which is a committee chair).

Independence

Going forward, eight directors (89%) are independent with Mr. Painter, CEO, being the one insider.

Composition of the Board

Our current Board consists of eight members. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal. Interim vacancies on the Board are filled solely by the affirmative vote of a majority of the remaining directors then in office, until a regular shareholder meeting appoints a new director. The Board has established that moving forward, each of our directors will be elected by shareholder vote annually.

Our Nominating, Sustainability and Governance Committee oversees the annual assessment of the composition of our Board, including a review of the size of the Board, the skills and qualifications represented on the Board, and a self-assessment of the effectiveness of our Board and its committees and identification of any opportunities for improvement. The findings of the annual review of the Board and its committees are reported to and discussed with the full Board.

We believe that appropriate director qualifications and characteristics include having directors with diverse backgrounds, education, experiences, expertise and perspectives. These qualifications and characteristics are discussed below.

·   Personal qualities and characteristics, accomplishments and reputation in the business community;

·   Current knowledge and experience in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;

·   Ability and willingness to commit adequate time to Board and committee matters;

·   The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company;

·   Diversity of viewpoints, background, experience and other demographics. A majority of the Board shall consist of directors who the Board has determined have no material relationship with the Company and who are otherwise “independent” under the NYSE Rules;

·   High personal and professional ethical standards, integrity and values;

·   Strong leadership skills and solid business judgment; and

·   Commitment to representing the long-term interests of our shareholders.

Selection and Evaluation of Director Candidates

The Board is free to select its Chairman and the Company’s CEO in the manner it considers in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals.

At any time when the positions of Chairman and CEO are filled by one individual, the independent directors shall designate from among themselves a Lead Director, who shall have the following powers and duties:

·   Presiding at all meetings of the Board at which the Chairman and CEO is not present;

·   Presiding at executive sessions of the independent directors;

·   Reviewing and approving meeting agendas, meeting schedules and information sent to the Board;

·   Serving as a liaison between the Chairman and CEO and the independent directors;

·   Having the authority to call meetings of the independent directors; and

·   Being available for consultation and direct communication with shareholders, as appropriate.

The Nominating, Sustainability and Governance Committee is responsible for searching, selecting or recommending for the Board’s selection, the slate of qualified director nominees for election to the Company’s Board and for filling vacancies occurring between Annual General Meetings of shareholders. The Nominating, Sustainability and Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates. The Nominating, Sustainability and Governance Committee endeavors to identify a diverse slate of potential candidates, including diversity in skills and gender, among other factors. Once potential candidates are identified, the Nominating, Sustainability and Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the NYSE Rules and meet the qualifications desired by the Nominating, Sustainability and Governance Committee of candidates for election as director as well as future committee member, as applicable.

The Nominating, Sustainability and Governance Committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) and in recommending candidates for election, the Nominating, Sustainability and Governance Committee will consider the individual’s experience and characteristics. In addition, the Nominating, Sustainability and Governance Committee will review the overall composition of the Board to ensure there is an appropriate mix of specific experience, qualifications and skills to promote a diversity of points of view for the effective performance of the Board’s oversight function and representation of shareholders’ interests.

One or more Shareholders of record holding at least 10% of the outstanding Common Shares (excluding, for the avoidance of doubt, any Common Shares repurchased by the Company) may add items to the agenda of the Annual General Meeting, including a resolution to appoint a director of the Company, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the Annual General Meeting.

Director Tenure and Retirement Policy

Because of the value the Board places on having directors who are knowledgeable about the Company and its operations, under Luxembourg law, a given director can be appointed an unlimited number of times for a maximum period of six years each, however, the Company follows the policy to appoint each director for a one year period at a time. In connection with each director nomination recommendation, the Nominating, Sustainability and Governance Committee shall consider the issue of continuing director tenure.

To ensure that directors may appropriately discharge their responsibilities, the Board has adopted the policy that any director (including a management director) who has a significant change in business affiliation or position of principal employment which the Board may deem to be counter to the best interests of the Company or adversely affecting his or her ability to perform the essential functions and responsibilities of a director, will be expected to tender his or her proposed resignation from the Board to the Nominating, Sustainability and Governance Committee (or, in the case of the chair of the Nominating, Sustainability and Governance Committee’s occupation or association changing, to the Chairman of the Board). The Nominating, Sustainability and Governance Committee shall review the director’s continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continue to serve as one of the Company’s directors.

Election of Directors

In accordance with our Articles of Association, the election of directors requires the approval of a majority of the votes validly cast at the shareholders’ meeting.

Director Independence

Our nominated Board is composed of a majority of independent directors in accordance with the NYSE listing requirements. In making a respective determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth by the NYSE listing requirements. The independent directors are Dan F. Smith, Paul Huck, Kerry A. Galvin, Didier Miraton, Hans-Dietrich Winkhaus, Mary Lindsey, Yi Hyon Paik and Michel Wurth. Mr. Painter is not independent because he is our CEO.

The independence standards included in the NYSE listing requirements specify the criteria by which the independence of our directors is determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent registered public accounting firm.

Code of Conduct, Governance Guidelines and Code of Ethics for Senior Financial Officers

We operate under a written Code of Conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon employment with us, all employees are required to affirm in writing their receipt and review of the Code and their compliance with its provisions. In addition, we maintain policies that prohibit employee and director hedging of Company securities, including our Common Shares.

Also, as previously mentioned, the Board has upon the recommendation of the Nominating, Sustainability and Governance Committee adopted a set of Corporate Governance Guidelines to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. Such guidelines address, in particular ideal Board composition, Board leadership, the Selection of Directors, the organization of Board meetings, executive Board sessions, Board committee work, management succession, Board compensation, expectations on Directors, Board evaluation processes and the reliance on management and outside advice.

Additionally, the Board has adopted a Code of Ethics for Senior Financial Officers, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, in order to:

·   Promote honest and ethical conduct including the ethical handling of conflicts of interest;

·   Promote full, fair, accurate, timely and understandable disclosure;

·   Promote compliance with applicable laws and governmental rules and regulations, NYSE Rules, accounting standards and Company policies; and

·   Deter wrongdoing.

Our Code of Conduct, Corporate Governance Guidelines and Code of Ethics for Senior Financial Officers can be accessed under the Investors and Corporate Governance links on our website at https://investor.orioncarbons.com/corporate-governance. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K and NYSE rules regarding any amendment to, or waiver from, certain provisions of our Code of Conduct by posting such information on our website.

Shareholder Engagement

Our executive management team actively engages in communications throughout the year with shareholders of all ownership levels. Generally, these communications involve participating in investor presentations and question and answer sessions, meeting with investors and shareholders one-on-one and in small groups, and responding to investor and shareholder e-mails and telephone calls. Management’s discussions with shareholders and the investment community address numerous aspects of our business and matters of importance or concern to our shareholders. Observations, questions or comments from our shareholders are routinely shared with the Board and its committees, so that the Board can then consider these matters as part of its oversight responsibilities. On occasion, an independent board member may participate in these discussions.

Complaint Procedures for Accounting, Internal Control, Auditing and Financial Matters

In accordance with SEC Rules, the Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal control, auditing or financial matters (collectively, “Accounting Matters”) and (ii) the confidential, anonymous submission by employees of concerns regarding questionable Accounting Matters. The Audit Committee oversees treatment of complaints and concerns in this area. Additional information regarding our procedures for anonymous reporting can be found under the Legal link on our website at https://www.orioncarbons.com/reporting_violations#.

Board Leadership Structure

With respect to the roles of the Chairman of our Board and CEO, our Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The Board believes that the combination or separation of these positions should continue to be considered as part of our succession planning process. Currently the roles are not combined, with Mr. Painter serving as our CEO and Mr. Smith serving as the non-executive Chairman of the Board. Mr. Painter and Mr. Smith’s extensive business knowledge, along with their demonstrated leadership capability, makes them highly qualified to continue to serve as our CEO and Chairman of the Board, respectively.

Role in Risk Oversight

The Board is responsible for overseeing our risk management process, but does not provide day-to-day risk management of the Company, which is the responsibility of our executive management team. The Board oversees the implementation of risk mitigation (including cybersecurity risk) strategies by management to ensure such strategies focus on both general risk management and management of the Company’s most significant risks. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. In addition, each of the Board committees is responsible for risk management concerning its area of responsibility, consistent with its charter, and such other responsibilities as may be delegated to it by the Board from time to time.

The risk management process established and overseen by the Company’s executive management team includes centralized corporate review of the market, financial, regulatory and other risks associated with transactions and approval of funds disbursed.

Financing and Liquidity

Our financing and liquidity positions may fluctuate due to changes in the carbon black industry, our results of operations and product demand. The Board oversees financing and liquidity risk by regularly monitoring our financial and liquidity position to ensure we maintain the financial resources needed to fund our operations, projected growth, and other financing and operating expenses. At a minimum, at each quarterly Board meeting, management reviews information related to the Company’s financial and liquidity position with the Board, which includes projected short- and long- term liquidity needs, availability under our revolving credit facility and other capital sources. We believe these procedures provide adequate risk oversight of financing and liquidity matters affecting the Company.

Financial Reporting, Internal Control and Regulatory Compliance

The Audit Committee of the Board provides risk oversight with respect to financial reporting, internal control over financial reporting, general risk management, cybersecurity and related regulatory as well as general compliance matters. Each quarter, our Audit Committee discusses with our independent registered public accounting firm its review of the current interim financial information and, after our fiscal year-end, discusses its audit of our annual consolidated financial statements, including our procedures on internal control over financial reporting. Also, during the fiscal year, our Audit Committee meets in private sessions (without the presence of management) with our independent registered public accounting firm to discuss any matters related to the audit of our annual consolidated financial statements and our internal control over financial reporting.

Compensation Risk Oversight

The Compensation Committee of the Board provides risk oversight with respect to compensation of the Company’s employees, including the NEOs and other key officers. We believe we have established a short- and long- term compensation program that properly incentivizes desired performance and mitigates inappropriate risk-taking.

Succession Planning

The Board is responsible for determining a succession plan for the CEO in the event of an emergency or otherwise. At least annually, the Board shall review and concur in a succession plan, developed by management, addressing the policies and principles for selecting a successor to the CEO, both in an emergency situation and in the ordinary course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

Board Meetings

The Board currently plans at least four meetings a year, with further meetings (which may be by phone) or working sessions to occur (or action to be taken by unanimous consent) at the discretion of the Board. The meetings usually consist of committee meetings and the Board meeting.

The agenda for each Board meeting is prepared by the Chairman (or a designee of the Chairman). Management provides to all directors an agenda and appropriate materials in advance of meetings, although the Board recognizes that this will not always be consistent with the timing of transactions and the operations of the business and that in certain cases it may not be

possible. Agendas and topics for Board and committee meetings are developed through discussions among management and members of the Board and its committees.

During 2019, our Board met seven times, including telephonic meetings, and acted one time by unanimous written consent. In 2019, all directors attended 100% of the meetings of the Board and the committees on which they served.

Executive Sessions

To ensure free and open discussion and communication among the independent directors of the Board, the independent directors meet in executive sessions periodically with no members of management present. Executive sessions also take place with Internal Audit, Operations and Safety. The Chairman of the Board presides at the executive sessions. If the Chairman of the Board is not present, the independent directors designate the director who will preside at the executive sessions.

Board Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating, Sustainability and Governance Committee. Each of these committees reports to the Board as it deems appropriate and as the Board may request.

The Board has adopted written charters for each of the committees. From time to time, special committees may be established under the direction of our Board when necessary to address specific issues. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this Proxy Statement.

Beginning in 2019, the Board created a special committee of the Board, known as the Executive Committee. The Committee currently consists of the Chairman of the Board, Mr. Smith, the Chairman of the Audit Committee, Mr. Huck, the incoming Chairman of the Nominating, Sustainability and Governance Committee, Ms. Galvin and the Chief Executive Officer, Mr. Painter. This Committee does not meet on a regular basis, but will meet from time to time to deal with urgent or quickly moving matters, when it is not feasible to get the entire Board together. It could also be used to conduct investigations or examine potential conflicts of interest, although it has not had to do so to date. Deliberations or actions by this Committee are communicated to the full Board as soon as practicable and the Committee is not intended to be a substitute for the Board.

The table below sets forth the fiscal year 2019 membership of the Board and its standing committees and the number of meetings held during 2019.

Director Name:

Board of Directors

Audit
Committee

Compensation
Committee

Executive
Committee

Director Name:

Board of Directors

Audit
Committee

Compensation
Committee

Executive
Committee

Audit Committee

Our Audit Committee consists of Ms. Galvin, Mr. Huck (currently serving as chair of the committee) and Mr. Winkhaus. The Board has determined that the members of the Audit Committee are independent for purposes of serving on such committee under the NYSE listing standards and applicable federal law, including Rule 10A-3 promulgated under the Exchange Act. In addition, the Board has determined that each current member of the Audit Committee is financially literate under the NYSE listing standards and that Messrs. Huck and Winkhaus qualify as “audit committee financial experts,” as such term is defined in Item 407(d) of Regulation S-K.

The Audit Committee operates pursuant to an Audit Committee Charter, which was approved and adopted by the Board and is posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/corporate- governance. The duties and responsibilities of the Audit Committee are set forth in its Charter. The Audit Committee’s primary purposes and responsibilities are to assist Board oversight of:

·   the integrity of the Company’s financial statements;

·   the Company’s compliance with legal and regulatory requirements;

·   the Company’s control environment to address and mitigate information technology and related cybersecurity risks;

·   risk management;

·   the independent auditors’ qualifications and independence; and

·   the performance of the independent auditors and the Company’s internal audit function, and provide to the Company a report in conformity with Item 407(d)(3)(i) of Regulation S-K.

Further discussion regarding the Audit Committee’s processes and procedures regarding the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019 and other matters are discussed in the Audit Committee Report included in this Proxy Statement. During 2019, all of the Audit Committee’s meetings were attended by representatives of Ernst & Young, our independent registered public accounting firm.

Compensation Committee

Our Compensation Committee consists of Mr. Huck, Mr. Miraton and Mr. Smith (currently serving as chair of the committee). Each of the members of our Compensation Committee meets the independence requirements under the NYSE listing standards, qualifying as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code and as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/corporate-governance.

The Committee has the purpose and direct responsibility to:

·   Review and approve corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluate the CEO’s performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation.

·   Review the performance of, and approve as a committee the compensation of the other executive officers of the Company.

·   Make recommendations to the Board with respect to incentive- compensation plans and equity-based plans that are subject to board approval, oversee the activities of the individuals and committees responsible for administering these plans, and discharge any responsibilities imposed on the Committee by any of these plans.

·   Review and approve any new equity compensation plan or any material change to an existing plan where shareholder approval has not been obtained.

·   In consultation with management, oversee regulatory compliance with respect to compensation matters.

·   Prepare and disseminate to the Company an annual written Compensation Committee Report in conformity with Item 407(e)(5) of Regulation S-K.

·   Prepare and issue a Committee evaluation.

·   Report to the Board on a regular basis, and not less than once per year.

·   Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company’s compensation programs.

Nominating, Sustainability and Governance Committee

Our Nominating, Sustainability and Governance Committee consists of Mr. Huck (chair of the committee for 2019 and through June 2020) and Ms. Galvin (nominated as future chair commencing in July 2020 if elected by the Shareholders in this 2020 Annual General Meeting). Each of the members of our Nominating, Sustainability and Governance Committee is an independent director under the NYSE listing standards.

The Nominating, Sustainability and Governance Committee Charter has been posted on the Company’s website under the Investors and Corporate Governance links at https://investor.orioncarbons.com/corporate-governance. The Nominating, Sustainability and Governance Committee has the purpose and responsibilities to:

·   Identify individuals believed to be qualified to become Board members, consistent with criteria approved by the Board, and to select, or recommend to the Board, the nominees to stand for election as directors at the Annual General Meeting of shareholders or, if applicable, at a special meeting of shareholders.

·   Develop and recommend to the Board standards to be applied in making determinations as to the absence of material relationships between the Company and a director.

·   Identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and to recommend that the Board appoint the identified member or members to the respective committee.

·   Establish procedures for the Committee to exercise oversight of the evaluation of the Board.

·   Develop and recommend to the Board a set of Board corporate governance guidelines as well as a code of ethics for senior financial officers and a general code of conduct, anti-trust and anti-corruption policy applicable to the Company and (as deemed appropriate) its subsidiaries, and to review those guidelines and policies at least once a year.

·   Review all proposed waivers of the Company’s Code of Conduct and Code of Ethics for senior financial officers.

·   Review recent developments in corporate governance practices, published criteria and laws & regulations applicable to the Company, and advise the Board on such developments.

·   Review the Company’s strategies, activities and policies regarding sustainability and other environmental, social and governance (“ESG”) related matters and make recommendations to the Board.

·   Prepare and issue an evaluation of the Committee's performance.

·   Report to the Board on a regular basis, and not less than once per year.

·   Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members.

Stock Ownership Policy for Directors

In order to evidence the financial alignment of the Company’s directors with the interest of the Company’s shareholders, the Board has established a stock ownership policy for directors. Under these guidelines, each director is required to own Common Shares that have a fair market value (determined as of each Annual General Meeting of the Company’s shareholders) equal to five times (5x) the annual cash retainer paid to the applicable independent director, and each incumbent director shall have five (5) years from the implementation of the policy in 2019 (and any new director shall have five (5) years from his or her initial appointment or election to the Board) within which to satisfy the foregoing stock ownership policy. See the share ownership of each director under “Security Ownership of Certain Beneficial Owners” in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or the compensation committee of any other company that has any executive officers serving as a member of our Board or Compensation Committee.

Certain Relationships and Related Party Transactions

Review and Approval of Transactions with Related Persons

The Board has adopted a Policy Regarding Transactions with Related Parties (the “Related Party Transaction Approval Policy”), which requires that all Related Party Transactions are subject to approval or ratification in accordance with the Company’s policy, and that an Independent Committee review and approve or take such other action it may deem appropriate with respect to (a) Related Party Transactions, (b) any material amendment, modification, extension or termination of a Related Party Transaction, (c) any amendment, modification, extension or termination of a transaction that thereby will become a Related Party Transaction, and (d) the handling and resolution of any disputes arising in connection with Related Party Transactions. The Related Party Transaction Approval policy defines a “Related Party Transaction” as (i) a transaction in which the Company or one or more of its subsidiaries is a participant and which involves an amount exceeding $120,000, in which any director, officer, greater than 5% shareholder of the Company or any other “related person” (as defined in Item 404 and included below), has or will have a direct or indirect material interest, (ii) any material amendment, modification, extension or termination of the Registration Rights Agreement, and (iii) any other transaction for which disclosure will be required pursuant to Item 404.

In determining whether to approve or ratify any Related Party Transaction, the Independent Committee or the disinterested members of the Board, as the case may be, shall consider all factors that are relevant to the Related Party Transaction, including, without limitation, the following:

·   The terms of the Related Party Transaction;

·   The related person’s interest in the Related Party Transaction;

·   The purpose and timing of the Related Party Transaction;

·   The nature of the involvement of the Company and its subsidiaries in the Related Party Transaction and whether the Company or its subsidiaries (as applicable) have demonstrable business reasons to enter into the Related Party Transaction;

·   Whether the Related Party Transaction would impair the independence of a director;

·   Whether the Related Party Transaction involves any potential reputational or other risk issues; and

·   Any other information the Independent Committee deems relevant.

In the event that the Company becomes aware of a Related Party Transaction that was not approved under this Policy, such Related Party Transaction will be reviewed in accordance with this Policy as promptly as reasonably practicable. An Independent Committee will consider all of the relevant facts and circumstances, evaluate all options available to the Company, including ratification, amendment or termination of such Related Party Transaction and take such course of action as the Independent Committee deems appropriate under the circumstances.

The policy supplements the conflict of interest provisions in our Code of Conduct and Code of Ethics for Senior Financial Officers.

Related Party Transactions

Related parties include key management personnel having authority and responsibility for planning, directing and monitoring the activities of Orion directly or indirectly, and their close family members.

In fiscal year 2019, Orion and its subsidiaries had no transactions, nor are there any currently proposed transactions, in which Orion or its subsidiaries was, or is to be, a participant and the amount involved exceeds $120,000 and any related person (as defined above) had or will have a direct or indirect material interest reportable under SEC rules.

Contacting the Board

Any shareholder or any other interested party who wishes to communicate directly with our Board or the non-management directors as a group may do so by corresponding with Investor Relations at the following address: Investor Relations, Orion Engineered Carbons S.A., 4501 Magnolia Cove Drive, Suite 106, Kingwood, Texas 77345, or via e-mail at investor-relations@orioncarbons.com. The Company will forward any such communication to the intended recipients, unless the communication is clearly of a marketing nature or is unduly hostile, threatening, illegal or similarly inappropriate.

Corning F. Painter. Mr. Painter, became the CEO of Orion Engineered Carbons in September 2018. He is responsible for setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting company culture.

Prior to joining Orion, he was the Executive Vice President for Industrial Gases at Air Products and Chemicals, a global industrial gas company from 2014 until he left the company in 2018. Prior to that he was Senior Vice Present of Merchant Gases from 2013 to 2014. Mr. Painter joined Air Products in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement, safety). He was based overseas in Asia and Europe for ten years.

Mr. Painter has served on numerous non-profit boards. He is a Certified Professional Engineer and holds a B.S. in chemical engineering degree from Carnegie Mellon University.

Lorin Crenshaw. Mr. Crenshaw joined Orion in November 2019 and has over 20 years of diversified financial experience, including more than 10 years in senior leadership positions with global chemical companies. Immediately prior to Orion, he served as Chief Financial Officer of Albemarle Corporation’s global lithium business from May 2016 to October 2019 and also earlier served in several key management roles including Treasurer and Head of Investor Relations while at Albemarle from January 2014 to April 2016.

Mr. Crenshaw also has over 10 years of experience with investment management firms Citigroup Asset Management and Prudential Capital Group. Mr. Crenshaw holds a Master’s degree in business administration from Columbia University and a Bachelor of Science in Business Administration from Florida A&M University.

Sandra Niewiem. Dr. Niewiem was appointed Senior Vice President Global Specialty Carbon Black and EMEA Region in September 2019. Dr. Niewiem joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black. She has over 19 years of experience in process industries, engineering and industrial goods, and more than 13 years in management consulting at a global consulting firm. Dr. Niewiem holds an Economics Doctorate from European Business School and a Master’s in business administration from James Madison University, Virginia.

Pedro Riveros. Mr. Riveros joined Orion Engineered Carbons in the current role in June 2019. Immediately prior to Orion, he served in multiple business leadership roles at Air Products from 1994 to 2019 where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management. He has 25 years of experience in varied general management and business management roles in the industrial gas and chemicals area both in North and South America. Mr. Riveros holds a Bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute.

The Company is seeking a non-binding advisory vote from its shareholders to approve the compensation paid to our NEOs for 2019, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is commonly referred to as the “Say-on-Pay” vote. In accordance with the requirements of the SEC, we are providing our shareholders with an opportunity to express their views on the compensation paid to our NEOs in a non-binding, advisory vote.

The Company’s core compensation philosophy is to align executive compensation with our shareholders’ interests and our annual and long-term performance. This includes linking executives’ pay to their performance and the Company’s overall annual and long- term performance.

Our Board and the Compensation Committee are dedicated to ensuring that our executive compensation programs reflect best practices in numerous ways, including by making a portion of compensation performance-based to maximize both short- and long-term shareholder value. The Board believes the Company’s compensation programs are well-tailored to align executive officers’ interest with those of our shareholders, retain executive talent and reward performance. We encourage our shareholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, which describes (i) the processes our Compensation Committee used to determine the structure and amounts of the compensation of our NEOs for 2019 and (ii) how our executive compensation philosophy, policies and procedures operate and are designed to achieve our compensation objectives. The Compensation Committee and the Board believe that our

executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our NEOs to dedicate themselves to value creation for our shareholders.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, we are asking our shareholders to approve the following resolution regarding the compensation of our NEOs:

RESOLVED, that the shareholders of Orion Engineered Carbons S.A. (the “Company”) hereby approve, on a non- binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement for the Company’s 2020 Annual General Meeting of Shareholders.

Although this advisory vote is non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our NEOs’ compensation and related executive compensation programs.

Required Vote

Resolutions at the Annual General Meeting of Shareholders are adopted by a simple majority of the votes validly cast, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

We are asking shareholders to cast a non-binding advisory vote on the frequency of future Say-on-Pay votes. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are providing shareholders the opportunity to cast an advisory vote on whether a “Say-on-Pay” vote should occur once every one, two or three years. This vote, like the Say-on-Pay vote, is not binding on the Board.

Our Board recommends that future Say-on-Pay votes be conducted every year to provide shareholders with an opportunity to regularly evaluate the Company’s overall executive compensation program. As described in detail in the Compensation Discussion and Analysis section, our executive compensation program is designed to provide a competitive level of total compensation necessary to attract and retain executives qualified to execute our business strategy and to motivate them to contribute to our short- and long-term success. An annual vote will provide us with regular shareholder input on our executive compensation program and allow us to engage with shareholders to understand and respond to prior voting results and implement any appropriate changes to our program.

We are asking our shareholders to approve the following resolution regarding the frequency of future Say-on-Pay votes:

“RESOLVED, that the option of once every one, two or three years that receives the highest number of votes properly cast for this resolution will be determined to be the preferred frequency recommended by the shareholders of the Company with which the Company is to hold a non-binding, advisory shareholder vote to approve the compensation of the Company’s named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934.”

Required Vote

The proposal of the frequency of future Say-on-Pay votes which collects the most favorable votes validly cast shall be adopted, regardless of the proportion of the issued share capital of the Company present or represented at such meeting. Abstentions, broker non-votes and nil votes will not be taken into account.

Note Regarding COVID-19

This proxy statement includes highlights of historic business developments and discussions of our compensation and governance practices in 2019. We are actively monitoring the COVID-19 pandemic and its effects on the business environment and the Company’s operations and future results, and are taking steps to mitigate the adverse financial and operational impacts of the pandemic on our business.

Executive Summary

We enjoy a long-standing reputation within the industry for carbon black product and process technology, applications knowledge and innovation. Our goal is to remain at the forefront of the industry in terms of product development by having dedicated applications technology teams, commercial teams and manufacturing facilities. Our long-term success depends on our ability to attract, engage, incentivize and retain highly talented individuals who are committed to our corporate and business strategies.

Orion takes a long-term view of performance, growth and value creation as an essential part of our culture, business strategy and compensation approach. Building a business that is resilient to fluctuations in the economy is critical to our success. Although in 2019 the company delivered Adjusted EBITDA below our initial financial expectations – principally due to a significant downturn in our key end markets and unfavorable external economic factors, such as higher than expected differentials and unfavorable foreign exchange impacts – we finished the year strong from a financial standpoint and ultimately demonstrated the resilience of our business.

We believe that through the leadership of our experienced executive team, we performed well in such a challenging economic environment.

Our key 2019 business, safety and sustainability and compensation- related achievements are as follows:

·   Our safety performance as measured by our OSHA Incident Rate was 0.48, which is a top-quartile position relative to mid-sized chemical companies. In addition, there were no noteworthy issues in Product Stewardship other than emerging global regulations and updating.

·   We delivered strong cash from operations of $231 million and Adjusted EBITDA of $267 million during a challenging year of softening economies worldwide.

·   We implemented changes to proactively manage our Environment, Safety and Governance risks and performance in a systemic manner.

·   We issued our first Sustainability Report, incorporated sustainability into the charter of the Company’s Nominating, Sustainability and Governance Committee; established our first sustainability goals and an internal Sustainability Committee tasked with delivering those goals and formulating our long- term plan.

·   While maintaining a Silver rating, we increased our sustainability rating score from EcoVadis, achieving in the 77th percentile based on our sustainability performance in four areas: environment, labor and human rights, ethics and sustainable procurement. We view this score as setting our baseline against which we see to improve in the future as we further embed sustainability in our day to day operations.

·   We successfully installed CBO differential pass-through mechanisms for a substantial portion of total volumes, reducing earnings volatility.

·   We upsized and extended our revolving credit facilities on favorable terms. As a result of these efforts, we currently have no maturities until 2024 and financial covenants that provide substantial flexibility.

·   We successfully completed a substantial portion of the spend related to upgrading our pollution control technology to further reduce emissions at our North American manufacturing facilities, in line with both the 2017 EPA consent decree and with our core values of advancing sustainable operations and growth.

·   We concluded our transition to becoming a U.S. domestic filer by completing the conversion from the Euro reporting currency to U.S. Dollar and from IFRS to US GAAP. In February 2020, the 2019 Annual Report was therefore filed on Form 10-K for the first time and this document represents the first Proxy Statement of the Company.

·   We streamlined our management structure, including integration of our new Chief Financial Officer, which resulted in reduced costs of approximately $5 million per year, while retaining highly experienced key executives. We also adopted a leaner management structure, with leaders of our global business units assuming additional regional responsibilities.

·   Only modest increases in base salaries were offered to our NEOs in 2019.

·   Short-term incentive payouts for 2019 were significantly below target levels for each of our NEOs as a direct result of our financial performance for the year.

·   The performance-based portion of our 2017 long-term incentive awards, which were based on a three-year performance period ending 2019, were earned below target level.

Our Executive Compensation Practices

We seek to maintain high standards with respect to the governance of executive compensation. Key features of our compensation policies and practices that aim to drive performance and align with stockholder interests are highlighted below:

Our Compensation Practices

(What We Do)

As illustrated in this chart, our short-term incentive program (“STI”), which is primarily dependent on our financial performance and the performance-based portion of our long-term incentive program (“LTI”), which is linked to the Company’s stock performance, return on capital employed (“ROCE”) and total shareholder return relative (“rTSR”) to other chemical companies, together constitute approximately 62% and 51%, respectively, of the total target direct compensation of our CEO and other NEOs (on average).

Our Compensation Philosophy

Our executive compensation program is designed to align with our pay-for-performance philosophy and, accordingly, directly links a substantial portion of annual executive compensation to Company performance. We also believe that the amount of compensation paid to each NEO should reflect the depth of their experience and the quality of their performance. We place a greater emphasis on long- term incentive compensation, designed to link the value created for shareholders with those responsible for the results. Our program is designed to attract, develop and retain business leaders to drive financial and strategic growth and build long-term shareholders value, and to deliver competitive compensation for superior Company performance. Likewise, when Company performance falls short of expectations, these variable incentive programs deliver lower levels of compensation. However, the Compensation Committee endeavors to balance pay-for-performance objectives with retention considerations so that, even during a temporary downturn in the economy and the chemicals industry, the program

continues to ensure that qualified, successful, performance-driven employees stay committed to increasing our long-term value. Furthermore, to attract and retain highly skilled management, our executive compensation program must remain competitive with those of comparable employers who compete with us for talent.

Core Principles

The following key principles provide the framework for our executive compensation program:

·   Pay-for-Performance: Provide base salaries that reflect each NEO’s experience and performance, combined with variable incentive compensation that rewards executives when superior performance is achieved, while subpar performance results in compensation below that of peer companies;

·   Competitiveness and Retention: Provide competitive pay opportunities that attract and retain high quality professionals and reward performance.

·   Accountability for Short- and Long-term Performance: Strike an appropriate balance between achieving both short-term and long-term business objectives through compensations awards; and

·   Alignment of Shareholders’ Interests: Link the interests of our executive officers with those of our shareholders through significant equity-based compensation tied to the achievement of key metrics (ROCE and rTSR).

To incentivize and reward performance on key metrics that support the Company’s annual operating plan.

Promote Pay-for-Performance in a competitive way.

Generally targeted competitive levels among companies in our peer group based upon achieving specified performance goals.

Long-term Incentive Plan (“LTIP”)

Compensation

Compensation Consultant Role: How Executive Pay is Established

The Compensation Committee, in consultation with management and with the advice and recommendation of the Compensation Committee’s independent compensation consultant, endeavors to establish levels of compensation that are competitive in the marketplace taking into account our pay-for-performance philosophy and core principle of driving growth of long-term shareholder value.

Since the Company’s initial public offering in July 2014, the Compensation Committee has engaged Korn Ferry (“KF”) as its independent compensation consultant. In developing our compensation program and policies and setting pay levels, KF has assisted the Compensation Committee with reviewing elements of executive pay against a comparison peer group, as discussed below and advising the Compensation Committee on evolving best practices. In addition, from time to time, the Company purchases a compensation database from KF to use as a guideline for establishing competitive market pay rates and salaries. The Compensation Committee has evaluated the independence of KF and concluded that KF did not provide any other compensation

services to the Company during 2019, and was qualified to serve as an independent consultant to the Compensation Committee.

Compensation Committee Process and Management Risk

The Compensation Committee, which is comprised entirely of independent directors, is responsible for overseeing our executive compensation program. The Compensation Committee determines and approves all compensation and payment levels for the CEO and our other senior officers, including the other NEOs.

The Compensation Committee performs an annual review of the CEO’s goals and his performance in achieving such goals in each fiscal year and keeps the Board apprised of such evaluations. Our CEO reviews the performance of our other senior officers, including the NEOs (other than himself), and makes recommendations to the Compensation Committee regarding the compensation for those executive officers.

The Compensation Committee, with input from KF, determines each element of compensation for the CEO. The Compensation Committee also determines each element of compensation for the

other NEOs based on consideration of each individual’s leadership qualities, operational performance, business responsibilities, tenure with the Company, current compensation arrangements and long-term potential to enhance shareholder value as well as input from KF and the CEO. The Compensation Committee is under no obligation to follow these recommendations. Executive officers and others may participate in discussions with the Compensation Committee when invited to do so.

The Compensation Committee also approves all salary increases, STI awards and LTIP grants for our NEOs.

Use of Peer Group Data

The Compensation Committee utilized KF to identify a peer group for the Company to perform an annual review of our executive compensation and to assess the competitiveness of our executive compensation program. Orion’s philosophy for senior executive pay, including NEO pay, is to provide target total compensation that is competitive with our peer group and general industry market data as provided by KF. We do not benchmark our NEO

compensation to any specified level, and compensation levels of executives in our peer group is just one factor considered when setting compensation levels. In addition to market data, other factors, such as an individual’s experience, responsibilities, performance and long-term strategic value to Orion, are also considered by the Compensation Committee when making recommendations and decisions on compensation.

For 2019, KF provided market data on a peer group of companies consisting of 15 companies with revenues between $281 million and $3.6 billion (median revenues of $1.7 billion). Peer group compensation data was limited to information that is publicly reported and such data was used to evaluate the major components of compensation for our NEOs, including base pay, target annual bonus opportunity and long-term incentive opportunities. In accordance with the foregoing process and analysis, the Compensation Committee approved the following peer group of 15 companies in the Specialty Chemicals industry to provide a reference for pay decisions for 2019, and setting of 2020 compensation:

Pay Decision Factors

The Compensation Committee considers a number of factors when evaluating the pay levels of its NEOs. Factors include but are not limited to:

·   market reference data from our compensation peer group;

·   the Company’s 2019 performance;

·   overall business strategy and business model;

·   the Company’s expected growth trajectory and constraints;

·   performance against our business tenets and long-term strategy;

·   rTSR and long-term shareholder value; and

·   the then current economic environment.

The Compensation Committee determined that each NEO’s then current target compensation provided the executive with an appropriate compensation opportunity, and later determined, based on the Company’s fiscal 2019 performance, that each NEO’s total fiscal 2019 compensation was appropriate in light of overall Company performance, the NEO’s personal performance, and relative total shareholder return for 2019.

2019 Compensation For NEOs

We believe that the total compensation opportunity for each NEO in 2019 reflects the depth of their experience, quality of their performance and level of service to the Company and its shareholders. The 2019 compensation of our NEOs illustrates how a meaningful portion of each executive’s pay is based on performance against our short-term and long-term strategic objectives.

Named Executive Officer

2019
Annual Base Salary

2018
Annual Base Salary

Name

Position

Target Bonus
as Percentage
of Base Salary

Accrued
Payout as of
December 31, 2019

Percentage of Annual
Base Salary at
December 31, 2019

LTIP Program

The purpose of our LTIP is to give us a competitive advantage in attracting, retaining and motivating our leadership team, to incentivize our executives to increase shareholder value over the long-term, to align their interests with our shareholders through ownership and to provide retention through vesting criteria. A portion of annual LTIPs are issued as PSUs, which are contingent

Common Shares based on our average stock price during the fourth fiscal quarter in the prior year with vesting typically tied to a three-year period commencing as of January 1 of the year of grant. Existing executive equity ownership levels are generally not a factor in the Compensation Committee’s granting of LTIP awards.

2019 LTIP Awards

The LTI awards granted by the Compensation Committee for 2019 were designed to provide our NEOs longer-term incentive opportunities that are competitive with our general industry and chemicals peer groups and reflect our overall executive compensation philosophy of aligning pay with performance. With respect to the 2019 LTIP awards, 70% of the target value was awarded in PSUs which vest based on satisfaction of specified performance targets over a three-year period, and 30% of the target value was awarded as RSUs with one-third vesting annually,

in each case, subject to continued employment through the applicable vesting date.

The Compensation Committee approves the amount of each annual LTIP award, which is based on a percentage of the NEO’s base salary. The target value of our CEO’s annual LTIP award is fixed at 300% of his then current base salary, as per his employment agreement. Each NEO’s award opportunity (other than the CEO) is determined prior to the beginning of the performance period assigned to his or her position based on market comparisons for similar positions, using both peer group and general industry market data, in addition to an evaluation of the executive’s individual performance over the prior year.

The target value of the 2019 for each of our NEOs as set by the Compensation Committee (other than with respect to the CEO which is fixed in his employment agreement) was as follows:

Name

Position

Target

Target $

PSUs #

RSUs #

The 2019 LTIP grants to our NEOs were approved by the Compensation Committee under our shareholder approved 2014 Omnibus Incentive Compensation Plan (the “Plan”). The 2019 award agreements provide for settlement in Common Shares or cash at the conclusion of the three-year performance period.

PSUs

2019 PSU awards are deemed earned based (i) 50% on our ROCE and (ii) 50% on rTSR (our total shareholder return as compared to the average of total shareholder return percentage results of the S&P SmallCap 600 Index and the S&P 600 Chemicals Index), in each case over the three-year performance period from 2019- 2021. The ultimate number of PSUs to be earned with respect to any PSU granted is determined at the end of the performance period depending on actual results as compared to the target performance metrics, and ranges from 0% to 200% of the target number of PSUs granted.

If our rTSR is at the average of the two applicable indices, then that portion of the PSU award will be earned at target level and the number of Common Shares earned in respect of the PSUs tied to the achievement of rTSR is capped at 100% of the target number of

PSUs granted if the Company’s total shareholder return is negative during the performance period, regardless of rTSR performance. Due to competitive reasons, we are not disclosing the ROCE targets.

2019 PSUs will have the opportunity to vest upon the determination date (January 1, 2022) based on the actual results at the end of the three-year period and generally require that the recipients continue to be employed by the Company through the determination date. The PSUs can be settled in cash or Common Shares.

PSUs Vesting Based on 2017–2019 Performance Period

December 31, 2019, marks the end of the three-year performance period for the 2017 LTIP awards. The 2017 PSUs were based 50% on adjusted EBITDA and 50% on rTSR (as compared to the 2017 peer group) for the three-year performance period and such metrics, the target levels and performance-payout ranges for such awards were set and approved by the Compensation Committee in January 2017. The table below summarizes the results of the 2017 LTIP three-year performance period ending December 31, 2019 relative to target and the actual achievement level of the 2017 LTIP awards. The 2017 LTIP program has since been replaced by a newer program.

Corning F. Painter

Chief Executive Officer

Lorin Crenshaw

Chief Financial Officer

Sandra Niewiem

SVP, Carbon Black and EMEA Region

Pedro Riveros

SVP, Global Rubber Carbon Black and Americas Region

Charles Herlinger

Former Chief Financial Officer

Erik Thiry

Former SVP, Rubber Carbon Black

Corning F. Painter

Chief Executive Officer

Lorin Crenshaw

Chief Financial Officer

Sandra Niewiem

SVP, Carbon Black and EMEA Region

Pedro Riveros

SVP, Global Rubber Carbon Black and Americas Region

Charles Herlinger

Former Chief Financial Officer

Erik Thiry

Former SVP, Rubber Carbon Black

Value
Realized on
Exercise
(#)

Our CEO to Median Employee Pay Ratio for 2019 was 52:1

We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. As of December 31, 2019, the Company employed 1,456 persons.

Our CEO to median employee pay ratio is calculated in accordance with the applicable SEC rules and SEC Staff guidance interpreting such rules. We identified the median employee by using the annualized 2019 COLA-adjusted compensation for all individuals who were employed by us (whether employed on a full-time, part- time, or seasonal basis) on December 31, 2019, the last pay day of our fiscal year. We annualized the 2019 compensation for any employee hired during 2019. We then ranked the annualized 2019 gross compensation of all employees, excluding the CEO (a list of 1,455 employees) from lowest to highest.

To determine the total annual compensation for the CEO and median employee for purposes of the CEO pay ratio, the following pay elements were considered:

·   Base salary

·   Accrued 2019 Short-Term Incentive (“STI”) Compensation

·   PSUs granted

·   RSUs granted

For 2019:

·   the median of the annual total compensation of all employees of our Company (other than our CEO), was $72,403; and

·   the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $3,753,963.

·   Based on this information, the ratio of the annual total compensation of Mr. Painter, our CEO, to the median of the annual total compensation of all employees was 52 to 1.

We believe that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In addition, because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Potential Payments and Benefits Upon Termination or Change in Control

NEO Employment Agreements and Offer Letters

Corning F. Painter

The Painter Employment Agreement provides certain severance benefits to be provided to Mr. Painter in the event of involuntary termination of his employment. In the event that, Orion terminates Mr. Painter’s employment other than for cause, or if he resigns for Good Reason (as defined below), Mr. Painter will be entitled to receive the following severance benefits: (1) cash severance in an amount equal to the sum of Mr. Painter’s then current salary plus his target annual cash bonus for the year in which the termination occurs, and (2) subject to Mr. Painter’s timely election, one year of continued health care coverage with premiums to be paid at active employee rates (or cash payments in lieu thereof ). In addition, in such circumstances Mr. Painter’s 2018 sign-on RSU grant will immediately vest in full to the extent it is then unvested.

In the event that Orion terminates Mr. Painter without cause or he resigns for Good Reason within one year following a “change in control” of Orion (as defined in Orion’s 2014 Omnibus Incentive Compensation Plan), Mr. Painter will be entitled to enhanced severance benefits as follows: (1) cash severance equal to three times his then current salary plus his target annual cash bonus for the year in which the termination occurs, (2) three years of company paid health care coverage with premiums (or cash payments in lieu thereof ), and (3) all equity-based awards granted to Mr. Painter within the initial twelve (12) months following his start date, which includes his 2018 RSU grant and 2019 RSU.

If Mr. Painter’s employment is terminated as a result of his death or disability, he will be entitled to prorated severance benefits based on the remaining portion of the fiscal year in which such termination occurs and his 2018 RSU grant will vest in full. Any cash severance payable to Mr. Painter must be paid in equal monthly installments, except in case of death, in which case payments shall be made in a lump sum. All severance benefits (other than in the case of his death) are subject to Mr. Painter’s execution of a release of claims in favor of Orion and continued compliance with certain restrictive covenants for the duration of the severance period (one year, or three years if termination occurs within one year following a Change in Control), including non-competition, non-solicitation of employees, non-disparagement and confidentiality restrictions.

The Painter Employment Agreement provides that “Good Reason” means one of the following events, without Mr. Painter’s consent: (1)  his position, duties, or authority are materially diminished; (2) his annual base salary is reduced or another material element of his compensation is reduced or eliminated; (3) he is relocated to an office that is more than 100 miles from Houston; or (4) a breach of any of the material terms of his employment agreement or any other agreement between Mr. Painter and Orion, subject to the applicable notice and cure periods.

Lorin Crenshaw/Pedro Riveros

Messrs. Crenshaw and Riveros’s employment is “at-will” and may be terminated at any time without triggering a contractual requirement for severance benefit, however, in the event that, Orion terminates the executive’s employment other than for cause, if they resign for “good reason” (as defined in the RSU grant agreement), or the executive’s employment is otherwise terminated as a result of death or disability, the 2019 sign-on RSU granted to the executive will immediately vest in full to the extent it is then unvested.

Sandra Niewiem

Dr. Niewiem is not entitled to any specific severance in the event of an involuntary termination of her employment, however, upon any such termination, she may be eligible to severance in accordance with German law, which is typically negotiated at the time of termination and is dependent on the specific facts and circumstances at the time of departure.

Charles Herlinger/Erik Thiry

Messrs. Herlinger and Thiry departed employment on December 31, 2019, and did not receive any severance benefits in connection with such departure. Mr. Herlinger is entitled to the payment of accrued and unused vacation which will be payable in 2020 and payment in respect of vested equity awards.

Except as described above, none of the other NEOs are entitled to any severance or change in control benefits, nor is any NEO entitled to any gross-up for any penalty taxes incurred in connection with a change in control of Orion or similar event.

Equity Award Provisions

Our 2014 Omnibus Incentive Compensation Plan provides the Compensation Committee with flexibility as to the treatment of

outstanding equity awards in the event of a change in control of Orion or similar transaction, except as may otherwise be provided in the individual’s award agreement. We generally do not provide for acceleration of vesting of any outstanding equity awards in the event of a change in control, nor do we provide for accelerated vesting upon termination of employment except in limited circumstances such as sign-on equity grants as described below.

As described above, the sign-on RSU grants issued to our CEO in 2018 and our CFO in 2019 will automatically vest in full if the executive’s employment is terminated by reason of death, disability, termination by Orion without cause, or resignation by the executive for good reason. With respect to the PSUs issued to our NEOs, if the recipient’s employment is terminated by Orion without cause or as a result of the executive’s death, disability or normal retirement, all outstanding PSU awards are eligible to vest based on actual performance at the end of the performance period, on a prorated basis based on the number of completed months of employment during the performance period prior to the termination date.

In the event of a change in control of Orion or similar transaction, the treatment of RSUs is subject to the discretion of the Compensation Committee. We do not provide for single trigger vesting of our PSUs in the event of a change in control of Orion, and instead, any outstanding PSUs shall remain eligible to vest on the earlier of the one-year anniversary of the change in control or the scheduled service vesting date, based on actual achievement of adjusted performance targets through the date of the change in control. If any executive’s employment is terminated by reason of his death, disability, termination by Orion without cause, or resignation by the executive for good reason within one year following a change in control, then the executive’s outstanding PSUs shall immediately vest based on performance through the date of the change in control.