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 2021 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 24, 2021, at 2:00 p.m. (Central European Time), and any adjournment thereof.

On or about April 30, 2021, 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, 2020

and our consolidated financial statements prepared in accordance with US GAAP for the year ended December 31, 2020 as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 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 2020 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 30, 2021.

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, 2021.

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 2020 (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.

Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2021 and ending on December 31, 2021.

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, 2021 and ending on December 31, 2021.

Approval of the annual accounts of the Company for the financial year that ended on December 31, 2020.

The Board recommends that you vote “FOR” the approval of the annual accounts of the Company for the financial year ended on December 31, 2020.

Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2020.

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, 2020.

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, 2020.

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, 2020.

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, 2020.

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, 2020.

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, 2021.

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, 2021.

Ratification of the appointment of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft as the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the period from January 1, 2021 until the filling of the Company’s Annual Report on form 10-K on February 18, 2021 and of the appointment of Ernst & Young LLC to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law effective upon the filling of the Company’s Annual Report on form 10-K on February 18, 2021 for the fiscal year ending on December 31, 2021. The Board recommends that you vote “FOR” the ratification of the appointments of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (January 1 – February 18, 2021) and Ernst & Young LLC (February 18 – December 31, 2021) as the Company’s independent registered public accounting firms for all matters not required by Luxembourg law during the fiscal year ending on December 31, 2021 as further described in the proposal.

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 60,590,526 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 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 60,590,526 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 8. 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 in advance of the Annual General Meeting;

·    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 29, 2021, 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 8. Appointment of the independent auditor (Proposal 9) and ratification of the appointment of the independent registered public accounting firm (Proposal 10) 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 9 or Proposal 10, 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 30, 2021, 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 nine directors, which are also the 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 of the nine nominees currently serve on the Board. Following the 2021 Annual General Meeting, the Board will remain to 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.

Diversity

Our nominated directors bring a diverse set of perspectives to our Board. Our Board has 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

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

Composition of the Board

Our current Board consists of nine 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, as further described below. 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;

·    Ensure that a majority of the Board consists 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. The Board through its Nominating, Sustainability and Governance Committee will give appropriate consideration to candidates for Board membership proposed by Shareholders and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board.

Director Tenure and Retirement Policy

Under Luxembourg law, a given director can be appointed to the Board an unlimited number of times for a maximum period of six years for each such nomination. However, because of the value the Board places on having directors who are knowledgeable about the Company and its operations, the Company follows the policy to appoint each director for a one-year period at a time only, with the ability to be continuously re-elected to the Board on a yearly basis. 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 supermajority 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. Only one director, 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.

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.

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 and https://orioncarbons.com/compliance_guidelines. 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.

Board Evaluation

The head of the Nominating, Sustainability and Governance Committee coordinates the annual self-assessment process on behalf of the Board. The charter of each committee of the Board also requires an annual performance evaluation, which is performed for each committee as part of the annual board evaluation.

The Board self-evaluation process involves completion of a written questionnaire by each Board and committee member, followed by a one-on-one interview of each Director conducted by the head of the Nominating, Sustainability and Governance Committee. On this basis, the head of the Nominating, Sustainability and Governance Committee leads a discussion with the full Board to review the results of the self-evaluation and identify follow up items. The objective is to allow the Directors to share their perspectives and consider adjustments or enhancements in response to the feedback.

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.

Sustainability Governance Structure and Engagement

Our Board of Directors’ Nominating, Sustainability and Governance Committee has the remit for overseeing sustainability. Orion’s CEO has the accountability for sustainability to the Board with the mandate for strategy, risk management and opportunity capture, performance target setting and delivery, resource allocation, and capturing lessons learned. The CEO is supported by his direct reports who are responsible for businesses and various functions in carrying out the Board-mandated responsibilities for embedding sustainability into the Orion management framework and corporate strategy. We actively engaged with:

·    customers on environmental and other sustainability topics throughout the year;

·    our employees on the employee engagement survey outcome and related actions to take;

·    investors and external stakeholders on Human Capital at Orion;

·    local EU authorities on recycling end-of-life tires (Blackcycle) led by Michelin;

·    medical professionals regarding COVID-19 policies, related actions and ways to contribute; and

·    our plant managers to increase our community engagement and support.

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 or outside third parties 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 (including cybersecurity risk and environmental, health as well as social risk), 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 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 or recommendations on risk related matters 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, legal and other risks associated with transactions and approval of funds disbursed.

Financing and Liquidity

Our capital structure and liquidity position evolve due to the impact of fluctuations in the global economic environment on underlying carbon black demand and our results of operations and changes in growth, continuity and safety capital investment levels over time. 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 each Board meeting, management reviews information related to the Company’s financial results and position. 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. We believe we have established a short- and long-term compensation program that properly incentivizes desired performance and mitigates inappropriate risk-taking.

Environmental and Social Risk Oversight

The Board has identified the Company’s strategies, activities and policies regarding sustainability and any other environmental, social and governance (“ESG”) opportunities and challenges as a key focus of risk oversight. Consequently, the Nominating, Sustainability and Governance Committee of the Board regularly reviews the Company’s strategies, activities and policies regarding sustainability and other ESG related matters and makes recommendations to the Board. The committee also reviews the Company’s yearly Sustainability Report as well as other material ESG disclosures (if any). The Board and its committees thereby complement the Company’s internal risk management organization which comprises – amongst other things – of an electronic company-wide risk reporting tool and register, regional as well as global risk owners and a standing risk committee headed by the Company’s Chief Risk Officer and assisted by the Company’s Environmental, Health and Safety, commercial and functional leaders.

The Board also oversees the Company’s broader social responsibilities and consequently approves the Company’s donations and social contributions above certain thresholds and annual budget for such contributions.

The Board also addresses its social responsibilities also through focusing on the Company’s human capital and talent management. The Board endorses the attracting, recruiting and developing of a diverse, talented global workforce as a primary goal. The Company committed to providing its employees with equal opportunities for learning and personal growth in an environment where creativity and innovation are encouraged. To this end, the Board supports the Company’s aspiration to be the employer of choice in our industry. With this in mind, management has reviewed the existing talent management programs and has started taking actions to augment and modify the existing programs to provide an effective platform for all of our employees to be trained and developed and to provide them with an opportunity to grow and achieve their individual aspirations.

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 reviews and concurs on 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 includes an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO. The Board’s Nominating, Sustainability and Governance Committee reviews and discusses with management the succession plans to be presented to the Board in accordance with the above.

Human Capital

Aligning employee engagement and enablement is integral to the continued success of Orion. We have built a value system around a foundation of appreciating our employees through trust, respect and development. To ensure our employees are both motivated to do their work and equipped with the tools and training to be successful, we start with listening. We use employee surveys and listening sessions to help ensure the voices of all our employees are heard. In 2020, we used the feedback from our employee survey and listening sessions to further prioritize our human capital strategy by making significant investments in a new digital learning platform and performance management system. We have further upgraded our talent management and development programs, focusing on specific actions to improve attraction, engagement, learning and development, and retention.

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 certain 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 2020, our Board met ten times, including telephonic meetings, and acted one time by unanimous written consent. In 2020, 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. 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 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 meets 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.

Director Name:

Board of
Directors

Audit
Committee

Compensation
Committee

Executive
Committee

THE AUDIT COMMITTEE’S PRIMARY PURPOSES AND RESPONSIBILITIES ARE TO ASSIST BOARD OVERSIGHT OF:

THE COMMITTEE HAS THE PURPOSE AND DIRECT RESPONSIBILITY TO:

THE NOMINATING, SUSTAINABILITY AND GOVERNANCE COMMITTEE
HAS THE PURPOSE AND RESPONSIBILITIES TO:

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 Board has assigned this task to the Audit Committee as independent committee. 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

In fiscal year 2020, 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.

Carlos Quinones. Mr. Quinones joined Engineered Orion Carbons in the current role in June 2019. Immediately prior to joining Orion, he held multiple Operations leadership positions at Air Products from 2015 to 2019. Prior to Air Products, Mr. Quinones held positions of increasing leadership responsibilities in the chemical industry experience with Praxair, Rohm and Haas/Dow Chemical, and Arco Chemical. Mr. Quinones holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.

Name and Address of Beneficial Owner⁽¹⁾

Percent

Directors and Named Executive Officers⁽⁶⁾:

All executive officers and directors as a group:

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE, ON A NON-BINDING ADVISORY BASIS,

FOR THE APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION PAID FOR 2020.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL

OF THE COMPENSATION OF THE BOARD OF DIRECTORS OF THE COMPANY.

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 2020 the Company delivered Adjusted EBITDA below our initial financial expectations – principally due a steep volume decline in each of our key end markets driven by the COVID-19 induced economic downturn – 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, delivering Adjusted EBITDA margins of 20.9% and managing net leverage to rise by approximately one turn year over year (i.e., from 2.28x to 3.39x) while continuing to successfully advance our EPA, safety, sustaining and select growth investments.

Our key 2020 business, safety and sustainability and strategic achievements included the following:

·    Our safety performance as measured by our OSHA Incident Rate was 0.19 (2019: 0.48), which is a top-quartile position relative to other mid-sized chemical companies. This result reflected the success of our efforts to improve employee engagement, leadership and analysis of near- miss events. In addition, against the extraordinary, unprecedented backdrop of a global pandemic, our employees showed exceptional discipline in adhering to our COVID-19 safety protocols

throughout the year, resulting in our having zero work-place transmission of the disease in 2020 – a truly extraordinary accomplishment.

·    Demonstrating operational resilience throughout the worst global economic downturn since the 1940s by swiftly activating our business continuity plan for pandemics, based partially on the World Health Organization pandemic preparedness plan, and successfully executing across the following six core pillars:

(1) Employees: protecting our people;

(2) Production: maintaining safe, functioning; productive plants;

(3) Customers: responding to our customer’s needs both during the second quarter downturn and subsequent second-half surge;

(4) Liquidity: enhancing our financial flexibility and ensuring we maintained strong financial standing across all possible scenarios;

(5) Supply Chain: maintaining adequate access to raw materials amid a credit crisis and often snarled international shipping channels and supply chains; and

(6) Community/ESG: supporting the communities in which we are privileged to operate by providing hospitals and other medical providers with masks and cleaning equipment at several sites.

·    Advancing sustainability efforts by commissioning new emissions technology (Orange, Texas plant), upgrading cogeneration technology (Borger, Texas and Qingdao, China plant) and increasing our EcoVadis sustainability ranking percentile from 77% in 2019 to 90% in 2020.

·    Successfully executing against 11 critical strategic objectives focused on ensuring the Company emerged stronger from the crisis, with emphasis on process improvements, cost reduction, employee training and development, safety and new business opportunities.

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 significant emphasis on long-term incentive compensation, designed to link the value created for shareholders with those responsible for the results. We offer a total compensation opportunity that is both competitive with similarly sized companies for our industry and that is internally equitable. 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

Base salaries are set at market competitive levels, subject to adjustment for a number of other factors such as merit increases, unique job responsibilities, experience, individual contributions and number of years in the position.

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.

Executive officers and NEOs are eligible to participate in the same benefit programs that are offered to other salaried employees in their respective jurisdictions, including the 401k plan matching benefits, auto allowances, and participation in health and welfare plans.

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 plan (“LTIP”), 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 49%, respectively, of the total target direct compensation of our CEO and other NEOs (on average). The above reflects 2020 target base salary as approved in December of 2019 and does not reflect voluntary mid-year base pay reductions for our NEOs due to the impact and future economic uncertainty of the COVID-19 pandemic.

2020 Compensation for NEOs

We believe that the total compensation opportunity for each NEO in 2020 reflects the depth of their experience, quality of their performance and level of service to the Company and its shareholders. The 2020 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

2020

Annual Base Salary

2019

Annual Base Salary

Measure

Weight

Safety

2.5%

OSHA

Recordables (7)

OSHA

Recordables (5)

OSHA

Recordables (3)

Sustainability

2.5%

Rationale Behind the Performance Measures

The Compensation Committee establishes the STI performance goals, where applicable, based on our Board approved business plan and strategic priorities. Our 2020 goals were set at the beginning of the year, reflecting our expectations about the performance of our business. We believe our performance metrics (and resulting compensation) reflect a focused, but well-balanced view of performance that supports our expectations to drive strong business results, provide sound risk management and lead to long- term shareholder value.

The Compensation Committee chose these three performance measures (Adjusted EBITDA, Safety and Sustainability) for our 2020 STI to align with our key business goals and objectives and to align generally with our operating plan. The Compensation Committee chose the relative weights of the performance measures based on the desire to emphasize financial results while maintaining a focus on certain non-financial objectives. The EPS and NWC measures from the 2019 STIP were replaced by Adjusted EBITDA in 2020 as part of an effort by our Compensation Committee to harmonize all Orion employees’ STI Plan measures and efforts. More specifically,

·    The target level of Adjusted EBITDA was established based on our 2020 operating plan. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization.

·    The target for safety was set as an improvement from 2018 and 2019 levels (5 and 8 injuries respectively).

·    The target for Sustainability was set as an improvement from 2018 and 2019 levels (52 and 62 respectively for EcoVadis’ score) and considering that the scoring criteria is tightened each year.

·    The maximum performance levels for Adjusted EBITDA, Safety and Sustainability were set at levels that the Compensation Committee believes to be reasonably attainable but only as the result of exceptional performance.

·    Safety and sustainability metrics form a part of the STI because they are critical to our success as an organization. The Compensation Committee believes that there is an inherent alignment between Orion’s sustainability agenda and the successful achievement of its strategic and operational goals.

The Compensation Committee retains discretion to take into account extraordinary or infrequently occurring events, or significant corporate transactions in deciding whether to adjust the performance metrics for the STI. The Compensation Committee also retains discretion in determining the actual STI amount paid, in order to ensure that the STI remains consistent with its stated objectives.

Performance Against Our 2020 STI Plan Measures

The following table summarizes the Company’s performance against its 2020 STI targets as originally established by the Compensation Committee:

Measure

Weight

2020 Actual

Payout%

Safety

2.5%

OSHA

Recordables (7)

OSHA

Recordables (5)

OSHA

Recordables (3)

OSHA

Recordables (3)

5.00%

Sustainability

2.5%

2.50%

As shown in the table above, in 2020 we fell short of our Adjusted EBITDA goal, with actual results on this measure commensurate with a zero payout for our NEOs. Our performance against our Safety and Sustainability goals equated to an overall payout of 7.5% on these factors.

2020 STI Plan Actions Related to COVID-19

The Compensation Committee retains discretion to take into account extraordinary or infrequently occurring events. In June 2020, the Compensation Committee assessed that in the face of the pandemic that there were new priorities for the company. These priorities included reducing fixed costs and driving long-term improvements during this period of reduced demand. It consulted with Korn Ferry and management to consider numerous factors to inform a recalibration of the Company’s 2020 STI program to

better align with the preeminent strategic priority of emerging stronger from the crisis.

Ultimately, management and the committee designed a plan to align incentives to appropriate actions (“Emerge Stronger Targets”) in the context of the pandemic. The Emerge Stronger Targets had a maximum payout of 50% and any combination of Emerge Stronger and a payout from the initial plan was also capped at 50%. These actions were focused on emerging from the pandemic stronger than before the crisis. A recently completed employee engagement survey also helped to inform certain objectives.

The KPIs related to the Emerge Stronger Targets were designed to provide a mix of short-term and long-term benefits. They were focused on cost reduction, process improvements, employee training and development, safety and new business opportunities.

The KPIs were also selected to be particularly appropriate given the pandemic. For example, reducing fixed costs were a clear priority given the decrease in demand. Work process improvements related to pricing, digital order processing, and time to confirm orders enhanced our agility, which proved to be valuable during the pandemic. Staying the course on employee training and taking actions on our employee survey outcome, despite the pandemic, demonstrated our commitment to talent development and was also a great investment in time when the pace of business was

slower. Selling new products always adds value, but our goal was to get new products qualified while our customers’ labs were less busy given the reduced level of economic activity. The specific projects were selected to address concrete tactical opportunities and to be achievable within six months with a focused effort.

The Emerge Stronger Targets, related KPIs and actual payout results (capped at 100% for each KPI, respectively) are shown in the table below:

Financial

Reduce sales & administration and production-related fixed costs

Competitiveness

Reduce stock keeping units at Kalscheuren, Germany and North American plants

>40% at Kalscheuren;

>25% across our North American plants

41% at Kalscheuren;

27% at North American plants

Competitiveness

Self-generate power for Borger, TX plant

Competitiveness

Reduce out of specification inventory at Kalscheuren plant

Critical Upskilling

Complete specific project management training courses

Critical Upskilling

Complete specific IT professional certification training courses

Critical Upskilling

Transition internal legal compliance training programs to new e-learning platform

Critical Upskilling

Implement a new digital performance and goal management platform (Human Resources Information System)

New Business

Successfully apply for funding (~€2 mil) to the European Institute of Innovation and Technology for advanced work related to battery technology.

New Business

Achieve new sales orders from defined list of prioritized new product offerings

Safety

Accelerate actioning on safety observation reports in plants

Efficient work processes

Reduce inefficiencies in pricing process

Efficient work processes

Reduce low value added activity in plants (e.g. transferring data)

Efficient work processes

Increase percentage of customer conversion to digital order platform

Efficient work processes

Reduce average time to confirm domestic orders

Considerable focus was placed on the Emerge Stronger projects throughout the second half of the year. All of them were achieved except project training (a small number of the training programs were not completed on time). Select other KPIs were significantly exceeded, such as sales and administration and production-related fixed cost reduction. The achievement levels related to the KPIs

underlying the Emerge Stronger Targets were determined based on a scorecard that resulted in a score commensurate with a 46.87% STI payout. After adding the Safety and Sustainability measure payout of 7.5%, which was included in our initial STI plan, the score exceeded 50%, hence the Compensation Committee applied a 50% cap to each NEO’s target bonus in 2020.

Name

Position

Actual
2020 STI Plan
Payout

LTIP Program

The purpose of our LTIP is 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 and to have competitive compensation to attract and retain our leadership. A portion of annual LTIPs are issued as PSUs, which are contingent on the successful completion of both performance-based and time-based requirements before any payout occurs, further strengthening the link between individual pay opportunities and our performance. A portion of our LTIP is issued as RSUs which ensures the retention of key executives, management and high potential individuals. In determining annual equity award opportunities, the Compensation Committee determines a target value for the individual awards which are then converted into a number of 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.

2020 LTIP Awards

The LTI awards granted by the Compensation Committee for 2020 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 2020 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 Compensation Committee did not make any changes to our 2020 LTI Plan in response to the COVID-19 pandemic. The target value of the 2020 LTI awards 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:

Compensation Committee has evaluated the independence of KF and concluded that KF did not provide any other compensation services to the Company during 2020, 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 2020, KF provided market data on a peer group of companies consisting of 15 companies with revenues between $261 million and $2.9 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 2020, and setting of 2021 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 NEO’s level of responsibility, performance, leadership, and experience;

·    the number of years the NEO has held the position;

·    the Company’s 2020 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 the salary adjustment for Ms. Niewiem should be made despite the pandemic, beyond this 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 2020 performance, that each NEO’s total fiscal 2020 compensation was appropriate in light of overall Company performance, the NEO’s personal performance, responsibility, experience and relative total shareholder return for 2020. For NEOs who are promoted or hired externally into their role, and whose total direct compensation is not competitive at the time of their promotion or hire, our philosophy is to bring such NEO’s compensation to benchmark levels used by the Committee generally over a three- year period.

Name

2021

Merit Increase

2021

Market
Adjustment

Total 2021
Adjustment

2021 Base
Salary

2021 STI
Target

2021 LTI
Target

Health and Welfare Benefits and Retirement Benefits

Our NEOs are generally eligible to participate in our broad-based employee benefit programs, which include certain retirement benefits based on the applicable individual’s jurisdiction, with matching contributions to a tax-qualified defined contribution plan for our NEOs in the U.S. and contributions to a defined contribution plan consistent with employees generally for our NEOs in Germany, group life insurance, long-term disability coverage, other group welfare benefit plans, and to receive an auto allowance per local norms, if applicable. We believe these benefits are required to remain competitive with our peers for executive talent. We do not provide any NEOs with excessive perquisites or other personal benefits.

Employment Agreements

Certain of the NEOs are party to an employment agreement describing the general terms of their employment with Orion. We believe these arrangements provide certainty to both Orion and the executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements.

Corning F. Painter

Mr. Corning F. Painter, our Chief Executive Officer, has an employment agreement (the “Painter Employment Agreement”) with the Company, which does not have a fixed term. The Painter Employment Agreement provides for a base salary, which is $875,500 annually at December 31, 2020, participation in the Company’s STI and LTIP, with an annual target bonus opportunity equal to 100% of base salary and annual LTI award with a target value equal to 300% of base salary. The Painter Employment Agreement provided for a one-time sign on bonus of $410,000 (paid in 2018) and an initial RSU grant with a value of $1,000,000 on the date of grant, generally subject to vesting over three years. Mr. Painter is also eligible for

welfare and retirement benefits commensurate with the benefits offered to all other Orion employees, customary relocation benefits (which were paid in 2018), and certain severance benefits which are described below.

Lorin Crenshaw

Mr. Lorin Crenshaw, our Chief Financial Officer, has entered into an offer letter which describes the terms of his employment, including his at-will status. Mr. Crenshaw’s base salary at December 31, 2020 was $400,000 annually and he is eligible to participate in the Company’s STI and LTIP, with an annual target bonus opportunity equal to 65% of base salary and annual LTI award with a target value equal to 100% of base salary. The offer letter provided for a one-time sign on bonus of $180,000 ($100,000 paid in 2019, and $80,000 paid in 2020) and a one-time grant of 10,689 RSUs upon his hire in 2019 with a value of $200,000 on the date of grant, subject to vesting over three years. Mr. Crenshaw is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Orion employees, and customary relocation benefits. Mr. Crenshaw is also party to a restrictive covenants agreement that limits his ability to compete and/or solicit employees of Orion during his employment and for a period of one year thereafter.

Sandra Niewiem

Dr. Sandra Niewiem, our SVP Global Specialties and EMEA Region, has entered into an employment agreement which governs the terms of her employment. Dr. Niewiem’s employment agreement is governed by German law and reflects customary terms of employment in such jurisdiction. Dr. Niewiem’s base salary at December 31, 2020 was $287,688 annually, and she was eligible to participate in the Company’s STI and LTIP, with an annual target bonus opportunity equal to 50% of base salary and annual LTI award with a target value equal to 50% of base salary. Dr. Niewiem is also eligible for welfare and retirement benefits commensurate with the benefits offered to all other Orion employees in Germany.

Compensation Risk Assessment

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.

The Compensation Committee oversees the Company’s executive compensation program and annually reviews the program against the Company’s strategic goals, industry practices and emerging trends in order to ensure alignment with shareholder interests. The Compensation Committee believes that our performance-based bonus and equity programs provide executives with incentives to create long-term shareholder value.

As part of this evaluation, the Compensation Committee considers whether the program components encourage or otherwise promote the taking of inappropriate or unacceptable risks that could threaten the Company’s long-term value. Based on this review, the Compensation Committee believe that many features of the Company’s compensation program which are designed to effectively promote the creation of long-term value, discourage behavior that leads to excessive risk, and mitigate the material risks associated with executive and other compensation programs.

These features for 2020 are as follows:

·    A mix of elements so that the compensation mix is not overly focused on either short-term or long-term incentives.

·    Our STI program is based on financial metrics that are objective and drive long-term shareholder value. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk-taking to achieve short-term results.

·    Our compensation program does not allow for unlimited payments, and annual incentive award caps limit the extent that employees could potentially profit by taking on excessive risk.

·    A significant portion of our LTIP (70%) is issued as PSUs based on ROCE and rTSR which are objective and drive long-term shareholder value.

·    Our 2020 PSUs vest based on a three-year performance period which encourages executives to attain sustained performance over several years, rather than performance in a single period.

·    We have robust stock ownership guidelines which align the interests of our executive officers with the long-term interests of our shareholders and encourage our executives to execute our strategies for growth in a prudent manner.

·    The demonstrated ability to make timely changes to the executive compensation program as needed.

Based on its most recent review, management and the Compensation Committee do not believe that the compensation policies and practices of the Company create risks that are reasonably likely to have a material adverse effect on the Company.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Dan F. Smith (Chair)

Paul Huck                 

Didier Miraton           

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Name and Principal Position

Year

Base
Salary⁽¹⁾
($)

Bonus⁽²⁾
($)

Stock
Awards⁽³⁾
($)

Non-Equity
Incentive
Compensation
Plan⁽⁴⁾

($)

All Other
Compensation⁽⁵⁾
($)

Total
($)

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

2019

175,154

—

457,500

43,313

119,966

795,933

Carlos Quinones

SVP, Global Operations

2020

305,792

—

109,162

78,750

11,400

505,104

Name and Principal Position

Year

Car Lease
($)

Relocation⁽¹⁾
($)

Total
($)

Corning F. Painter

Chief Executive Officer

Lorin Crenshaw

Chief Financial Officer

Sandra Niewiem⁽²⁾

SVP, Carbon Black and EMEA Region

Pedro Riveros

SVP, Global Rubber Carbon Black and
Americas Region

2019

—

—

119,966

119,966

Carlos Quinones

Former SVP, Global Operations

2020

11,400

—

—

11,400

Name

RSUs Grant
Date⁽¹⁾

Number of
RSUs That
Have Not
Vested

(#)

Market Value of
RSUs That Have
Not Vested⁽²⁾

($)

PSUs Grant
Date⁽³⁾

Number of PSUs
That Have Not
Vested⁽⁴⁾

(#)

Market Value of
PSUs That Have Not
Vested⁽²⁾

($)

Name

Position

Year

Our CEO to Median Employee Pay Ratio for 2020 was 45:1

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, 2020, the Company employed 1,448 persons.

In accordance with SEC requirements, the median paid employee may be identified once every three years if there has been no change to employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure. As there were no significant changes in our employee population nor our employee compensation in 2020 that significantly impact our pay ratio disclosure, the employee representing the median- paid employee is the same employee selected for the 2020 proxy statement.

For 2020, we identified the median employee by using the annualized 2020 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, 2020, the last pay day of our fiscal year.

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 2020 Short-Term Incentive (“STI”) Compensation

·    PSUs granted

·    RSUs granted

For 2020:

·    the median of the annual total compensation of all employees of our Company (other than our CEO), was $81,170; and

·    the annual total compensation of our CEO, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $3,688,500.

·    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 45 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/Carlos Quinones

Messrs. Crenshaw, Riveros and Quinones’ 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.

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.

Name

Reason for Employment Termination

Health
Benefits⁽²⁾
($)

Estimated
Value of PSU
Acceleration⁽³⁾
($)

Estimated
Value of RSU
Acceleration⁽⁴⁾
($)

Total
($)

Corning F. Painter

1,751,000

20,425

—

748,230

2,519,655

5,253,000

61,275

2,954,045

1,729,537

9,997,857

Lorin Crenshaw

—

—

—

122,140

122,140

—

—

296,539

244,851

541,390

Pedro Riveros

—

—

—

197,499

197,499

—

—

149,906

255,980

405,887

Sandra Niewiem⁽⁵⁾

—

—

—

—

—

—

—

125,019

49,020

174,040

Carlos Quinones

—

—

—

—

—

—

—

146,924

352,997

499,921

Name

Total

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON

DECEMBER 31, 2020.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL

YEAR ENDED ON DECEMBER 31, 2020.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
ALLOCATION OF RESULTS AND APPROVAL OF THE PAYMENT OF THE INTERIM

DIVIDEND BY THE COMPANY IN 2020.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF THE
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE DISCHARGE OF
THE INDEPENDENT AUDITOR OF THE COMPANY.

The Audit Committee meets the definition of an audit committee as set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and operates under a written charter adopted by the Board. Each member of the Audit Committee is independent and financially literate in the judgment of the Board and as required by the Sarbanes-Oxley Act and applicable SEC and New York Stock Exchange (“NYSE”) rules. The Board has also determined that Messrs. Huck and Winkhaus qualify as “audit committee financial experts,” as defined under SEC regulations.

Management is responsible for our internal controls and the financial reporting process. Ernst & Young, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal controls in accordance with standards of the Public Company Accounting Oversight Board (the “PCAOB”) and for issuing reports thereon.

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020. Further, the Audit Committee has discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, including the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019, critical audit matters disclosed in Ernst & Young’s 2020 report, Ernst & Young’s responsibility under generally accepted auditing standards, significant accounting policies, significant risks and exposures identified by management, management’s judgments and accounting estimates, any audit adjustments, related party transactions and other unusual

transactions, the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Code of Conduct and Ethics, and other information in documents containing audited financial statements other matters.

Finally, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed the topic of independence with Ernst & Young.

Based on its review and discussion described above, the Audit Committee has recommended to the Board that the audited consolidated financial statements for fiscal year 2020 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Paul Huck (Chair)          

Kerry Galvin                   

Hans-Dietrich Winkhaus

Mary Lindsey                 

The foregoing report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG, LUXEMBOURG, SOCIÉTÉ ANONYME—CABINET DE

REVISION AGRÉÉ, AS THE COMPANY’S INDEPENDENT AUDITOR.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENTS OF ERNST & YOUNG GMBH and ERNST & YOUNG LLC

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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.

Shareholder Proposals and Nominations for Director for the 2022 Annual General Meeting of Shareholders

Shareholder proposals intended for inclusion in next year’s proxy materials related to the 2022 Annual General Meeting of shareholders (the “2022 Annual General Meeting”) pursuant to SEC Rule 14a-8 must be received at the Company’s principal executive offices on or before December 30, 2021, or if the date of the 2022 Annual General Meeting has been changed by more than 30 days from the date of the Annual General Meeting (i.e., June 30), then the deadline is a reasonable time before the Company begins to print and send its proxy materials related to the 2022 Annual General Meeting. In addition, one or more shareholders representing at least ten percent (10%) of our Common Shares outstanding may submit written proposals to the Company for inclusion on the agenda for the 2022 Annual General Meeting if such written proposals are received by the Company at least 5 business days before our the 2022 Annual General Meeting. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our Articles of Association describe the requirements for submitting proposals at the Annual General Meeting. The notice must be given in the manner and must include the information and representations required by our Articles of Association.

According to the Company’s articles of association, a General Meeting of Shareholders must be convened by the Board of Directors, upon request in writing indicating the agenda, addressed to the Board of Directors by one or several shareholders representing at least ten percent (10%) of the Company’s issued share capital. In such case, a General Meeting of Shareholders must be convened and shall be held within a period of one (1) month from receipt of such request by the Board of Directors at the Company’s registered office by registered mail.

Householding

The SEC’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials or set of proxy materials to one address shared by two or more of our shareholders. This delivery

method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice of Internet Availability of Proxy Materials or one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials or proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice of Internet Availability of Proxy Materials or proxy materials, you can request them from Investor Relations by phone at +1 (832) 589-2285, or by or using the internet (https://investor.orioncarbons.com/). You may also send a written request for Proxy Materials to Investor Relations, Orion Engineered Carbons S.A., 4501 Magnolia Cove Drive, Suite 106, Kingwood, TX 77345.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future Notices of Internet Availability of Proxy Materials or proxy materials for your household, please contact Investor Relations at the above phone number.

Other Matters

We do not know of any matters other than those stated above which are to be brought before the Annual General Meeting. However, if any other matters should be properly presented for consideration and voting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their judgment.

Obtaining Copies of the Company’s 2020 Annual Report

Shareholders of the Company may obtain, without charge, a copy of the Company’s annual stand-alone account in accordance with the principles generally accepted in Luxembourg and consolidated financial statements in accordance with the principles generally accepted in the United States as well as the report on Form 10-K for the fiscal year ended December 31, 2020 by sending a written request for the 2020 annual report to Investor Relations, Orion Engineered Carbons S.A., 4501 Magnolia Cove Drive, Suite 106, Kingwood, TX 77345.