Koppers Holdings Inc DEF 14A, filed Apr 3, 2023

Koppers Holdings Inc. (KOP)

DEF 14A 2023-04-03

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Added on June 12, 2026

About this DEF 14A

Koppers Holdings Inc filed this DEF 14A on April 3, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Date and Time:		Thursday, May 4, 2023 at 10:00 a.m. Eastern Daylight Time

Location:		There will be no in-person annual meeting. The meeting will be held virtually over the Internet. To participate in the virtual meeting, please follow the instructions in the Notice of Annual Meeting of Shareholders above.

Record Date:		March 20, 2023

Voting:		Shareholders as of the record date have one vote for each share held on the record date for each proposal.



Internet	Telephone	Mail


www.investorvote.com/KOP	Follow the instructions on the proxy card.	Complete, sign and date the proxy card and return it in the postage prepaid envelope provided.



Proposal	Board Voting Recommendation	Page Reference
• Elect nine members of the board of directors	FOR each director nominee	1
• Approve an advisory resolution on our named executive officer compensation	FOR	55
• Approve, on an advisory basis, the frequency of future advisory votes on our named executive officer compensation	ONE YEAR	56
• Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2023	FOR	57


					Long-Term Incentive

NEO	Base Salary		Annual Cash Incentive		PSUs		Stock Options		RSUs		Total Direct Compensation
Leroy M. Ball	$	890,384		$1,003,463	$	2,187,422	$	934,904	$	623,327		$5,639,500
Jimmi Sue Smith	$	375,000		$ 220,500	$	329,028	$	117,153	$	117,172		$1,158,853
James A. Sullivan	$	532,538		$ 403,760	$	722,995	$	257,512	$	257,520		$2,174,325
Stephanie L. Apostolou	$	351,923		$ 194,040	$	289,578	$	103,159	$	103,137		$1,041,837
Leslie S. Hyde	$	342,289		$ 196,945	$	293,916	$	104,636	$	104,682		$1,042,468



NEO	2022 Target Compensation		2022 Total Realized Compensation

Leroy M. Ball		$5,639,500		$4,787,404

Jimmi Sue Smith		$1,158,853		$ 740,916

James A. Sullivan		$2,174,325		$1,774,168

Stephanie L. Apostolou		$1,041,837		$ 803,283

Leslie S. Hyde		$1,042,468		$ 941,722



Majority Voting and Director Resignation Policy		Our board is subject to a majority voting requirement; any director not receiving a majority of votes cast (excluding abstentions) in an uncontested election must tender his or her resignation to the board.

Term Limits for Directors		All directors, other than our CEO, who are first elected to the board of directors after August 2, 2017, will have a term limit of 15 years, unless the board approves an exception to this limit, which the board has the authority to do on a case-by-case basis.

Age Limits for Directors		A director is not eligible to stand for re-election if he or she has reached the age of 75 before the date of election, unless the board approves an exception to this limit, which the board has authority to do on a case-by-case basis.

Declassified Board Structure		Our entire board is re-elected every year; we have no staggered elections.

Annual Board and Committee Self-Evaluations		Our board and committees engage in thorough self-evaluations on an annual basis.

No Poison Pill		The company currently does not have a poison pill in place.

Independent Board		Our board is comprised of all independent directors, other than Mr. Ball, and our independent directors regularly meet in executive sessions.

Stock Ownership Guidelines for Directors and Stock Ownership Requirements for Executive Officers		We have adopted stock ownership guidelines for directors and stock ownership requirements for executives that encourage a long-term perspective and ensure that the interests of directors and executives are closely aligned with shareholders.

Clawback Policy		We maintain the ability to clawback compensation in connection with a financial restatement.

Corporate Governance Guidelines		We have adopted corporate governance guidelines to ensure we are fully compliant with the law and engaging in corporate governance “best practices.” These guidelines are reviewed at least annually.

Strong Board Attendance		In 2022, we had cumulative director attendance of 100% at board and committee meetings.


PROXY STATEMENT

PROXY SUMMARY			v

General Information About This Annual Meeting			v
Who Can Vote			v
How to Cast Your Vote			v
Proposals to be Considered and Board Voting Recommendations			v
Board Nominees			vi
2022 Performance Highlights			vi
Executive Compensation Highlights			vii
Corporate Governance Highlights			viii

PROXY ITEM 1 — PROPOSAL FOR ELECTION OF DIRECTORS			1

General			1
Vote Required			1
Director Qualifications			1
Board Composition and Diversity			2
Board Skills and Characteristics Summary			3
Biographical Summaries of Nominees			4
Board Meetings and Committees			8

CORPORATE GOVERNANCE MATTERS			13

Corporate Governance Guidelines			13
Director Independence			13
Board Leadership Structure			14
Executive Sessions			14
Risk Oversight			15
Code of Conduct and Code of Ethics			15
Sustainability			16
Communications with the Board			19
Nomination Procedures			19
Committee Reports to Shareholders			20
Audit Committee Report			20
Management Development and Compensation Committee Report			20

COMMON STOCK OWNERSHIP			21
Director and Executive Officer Stock Ownership			21
Beneficial Owners of More Than Five Percent			22

EXECUTIVE AND DIRECTOR COMPENSATION			23

Compensation Discussion and Analysis			23
Summary Compensation Table			34
2022 Grants of Plan Based Awards			36


Outstanding Equity Awards at Fiscal Year-End			37
2022 Option Exercises and Stock Vested			40
2022 Pension Benefits			40
2022 Non-qualified Deferred Compensation			41
Potential Payments upon Termination or Change in Control			42
Director Compensation			46
Stock Ownership Guidelines for Our Non-Employee Directors			47
2022 Pay Ratio Disclosure			48
2022 Pay Versus Performance Disclosure			49

TRANSACTIONS WITH RELATED PERSONS			53

AUDITORS			54

PROXY ITEM 2 — PROPOSAL TO APPROVE AN ADVISORY RESOLUTION ON OUR NAMED EXECUTIVE OFFICER COMPENSATION			55

PROXY ITEM 3 — PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION			56

PROXY ITEM 4 — PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023			57

GENERAL MATTERS			58

Annual Meeting Q&A			58
Delinquent Section 16(a) Reports			62
Shareholder Proposals for the Next Annual Meeting			62

APPENDIX A — UNAUDITED RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES			A-1


Chair: Louis L. Testoni* Members: Traci L. Jensen David L. Motley Albert J. Neupaver * Mr. Testoni meets the SEC criteria for an “audit committee financial expert” and the NYSE requirements for accounting or related financial management expertise. All Members Independent		Responsibilities. The audit committee’s responsibilities include oversight of the integrity of our financial statements; the appointment, compensation and supervision of our independent registered public accounting firm, which we also refer to as our independent auditor; review of the independence of our independent auditor; resolution of disagreements between our management and our independent auditor and oversight of our internal audit function. The audit committee has the authority to engage independent counsel or other outside advisors and experts as necessary to advise the committee in the performance of its duties. Overseeing the Integrity of our Financial Statements. The audit committee’s responsibilities include oversight of the integrity of our financial statements, which entails: • Reviewing, prior to the audit, the scope and procedures to be utilized in the audit with the independent auditor; • Receiving reports from the independent auditor regarding our critical accounting policies and practices; • Meeting with the independent auditor, without our management, to discuss the audit or other issues deemed relevant by the audit committee, including, but not limited to, significant audit issues or concerns and management’s response thereto; • Reviewing management’s assessment of the effectiveness of internal controls over financial reporting, including any significant deficiencies or material weaknesses identified by management or the independent auditor; • Meeting with management and the independent auditor to review significant reporting issues and practices, including changes in or adoption of accounting principles and disclosure practices; and • Reviewing disclosures in our periodic reports filed with the SEC, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such reports. Appointment and Supervision of the Independent Auditor. In connection with the appointment and supervision of our independent auditor, the audit committee’s responsibilities include, among other things: • Receiving annual written communication from the independent auditor delineating all relationships with and proposed professional services to us; • Reviewing all non-audit services proposed to be provided by the independent auditor; • Receiving and reviewing, on an annual basis, reports from the independent auditor regarding its internal quality control procedures, results of its most recent peer review or any inquiry or investigation by any governmental or professional authorities within the preceding five years and its independence and all relationships between the independent auditor and the company; • Reviewing the qualifications and performance of the independent auditor and the lead partner of the independent auditor and making certain that a replacement is named to the lead partner position every five years; and • Reviewing and approving, as appropriate, the compensation of the independent auditor. Receipt and Treatment of Complaints. The board has established, and the audit committee has reviewed, procedures for the receipt and treatment of complaints we receive concerning, among other things, accounting, internal controls or auditing matters, as well as confidential anonymous submissions by our employees regarding accounting or auditing matters. The audit committee also reviews our process for communicating these procedures to our employees.


Chair: Sonja M. Wilkerson Members: Xudong Feng, Ph.D. Traci L. Jensen Albert J. Neupaver All Members Independent		Responsibilities. The management development and compensation committee is responsible, among other things, for establishing and reviewing compensation criteria at the board and executive levels. The committee seeks to ensure that our compensation practices are in compliance with the law and with our Code of Conduct and are commensurate with the high standards of performance expected of our directors and officers.
		Director and Executive Compensation. The committee will periodically review and propose to the full board the compensation for non-employee directors. Such review must occur at least once every two years. In addition, the management development and compensation committee annually approves and recommends to the independent members of the board for ratification our chief executive officer’s compensation and, based in part on recommendations from our chief executive officer, the compensation structure for all other officers and key executives, including the adoption of cash-based and equity-based incentive compensation plans.
		Administration of Incentive Compensation Plans. The management development and compensation committee is charged with administering our cash-based and equity-based incentive compensation plans, which we refer to as incentive compensation plans. Among other things, the management development and compensation committee will determine which eligible employees receive awards under such plans, determine the types of awards to be received and the conditions thereof, and will make any other determination or take any other action that it deems necessary or desirable to administer each incentive compensation plan. From time to time, the management development and compensation committee will also review and recommend medical, retirement, insurance and other benefit packages for officers and eligible employees.
		Succession Planning. At least annually, after considering the recommendations of management, the management development and compensation committee will make recommendations to the board regarding a succession plan, including succession in the event of an emergency or crisis, for our chief executive officer and other officers and key employees, after considering recommendations of management.
		Use of Advisers. The management development and compensation committee has the sole power to retain and terminate consulting firms to assist it in performing its responsibilities, including the authority to approve the firm’s fees and retention terms. The committee has the authority to obtain advice and assistance from internal or external legal, accounting, human resource or other advisers and to have direct access to such advisers without the presence of our management or other employees. The committee is directly responsible for the appointment, compensation and oversight of the work of any such advisers retained by the committee and may select a compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to their independence from management, as required by NYSE rules.


Chair: David L. Motley Members: Xudong Feng, Ph.D. Louis L. Testoni Sonja M. Wilkerson All Members Independent		Recommendations for Director Candidates. The nominating and corporate governance committee’s goals and responsibilities include identifying and recommending individuals qualified to serve as members of the board of directors consistent with criteria approved by the board of directors. The committee identifies candidates for the board of directors by soliciting recommendations from committee members and incumbent directors and considering recommendations from employees and shareholders. The committee also has sole authority to retain and terminate search firms, which will report directly to the committee, to assist in identifying director candidates. The nominating and corporate governance committee charter provides that the committee will ensure that the nominees for membership on the board of directors are of a high caliber and are able to provide insightful, intelligent and effective guidance to our management. The committee may establish procedures for evaluating the suitability of potential director nominees proposed by management, other members of the board or by shareholders.
		Oversight of the Evaluation of the Board and Management. The committee is responsible for the oversight of the evaluation of the board of directors and corporate management. In doing so, the nominating and corporate governance committee evaluates, and reports to the board of directors, the performance and effectiveness of the board of directors as a whole and each committee of the board as a whole (including an evaluation of itself and the effectiveness of the management development and compensation committee in its process of establishing goals and objectives for, and evaluating the performance of, our chief executive officer and our other officers). The committee reviews the suitability for continued service as a director of each board member when his or her term expires, when he or she has a significant change in status, including, but not limited to, an employment change, or when the director submits his or her resignation in accordance with the company’s director resignation policy then in effect, and recommends whether or not the director should continue to serve.
		Corporate Governance Matters. The committee is committed to ensuring that our corporate governance is in full compliance with the law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of our business and our operations. To accomplish this, the committee developed and recommended to the board of directors a set of corporate governance guidelines. The committee must review and, if appropriate, recommend to the board appropriate changes to the corporate governance guidelines at least once every year and the articles of incorporation, bylaws, the Code of Conduct and the Code of Ethics Applicable to Senior Officers at least once every two years. The committee is charged with investigating and advising the board with respect to any violations of the Code of Ethics Applicable to Senior Officers and, to the extent involving directors or officers, the Code of Conduct, including conflicts of interest between directors or officers and us, and including a review of the outside activities of directors and officers. It is the obligation of each director and officer to bring to the attention of the nominating and corporate governance committee any actual, apparent or possible conflict of interest.



Committee		Risk Oversight Responsibilities
Audit		• Review with management and our independent auditor the company’s risk assessment and risk management practices and discuss policies with respect to risk assessment and risk management • Oversee the company’s risk policies and processes relating to financial statements, financial systems, financial reporting processes, compliance and auditing, as well as the guidelines, policies and processes for monitoring and mitigating such risks

Management Development and Compensation		• Review risks associated with human capital, employee benefits and executive compensation

Nominating and Corporate Governance		• Manage risks associated with the independence of the board, potential conflicts of interest, reputation and ethics and corporate governance

Strategy and Risk		• Assess and provide oversight to management relating to the identification and evaluation of major strategic, operational, regulatory, information and external risks inherent in the business of the company and the control processes with respect to such risks

Sustainability		• Review and oversee the company’s programs and performance related to sustainability, safety (occupational and process), health, the environment, security and product stewardship


Louis L. Testoni (Chair)		David L. Motley
Traci L. Jensen		Albert J. Neupaver


		KOPPERS HOLDINGS INC.		v


		KOPPERS HOLDINGS INC.		vii


		KOPPERS HOLDINGS INC.		1


		KOPPERS HOLDINGS INC.		3


Sonja M. Wilkerson (Chair)		Traci L. Jensen
Xudong Feng, Ph.D.		Albert J. Neupaver



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership^(1)(2)(3)
Xudong Feng, Ph.D.		38,947	⁽⁴⁾
Traci L. Jensen		21,559
David L. Motley		21,542	⁽⁴⁾
Albert J. Neupaver		73,340
Andrew D. Sandifer		416
Louis L. Testoni		40,112
Stephen R. Tritch		45,621
Sonja M. Wilkerson		21,542	⁽⁴⁾
Leroy M. Ball		707,081
Jimmi Sue Smith		24,068
James A. Sullivan		202,905
Stephanie L. Apostolou		29,897
Leslie S. Hyde		109,842
All Directors and Executive Officers as a Group (18 in total)		1,506,159



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
BlackRock, Inc.⁽¹⁾ 55 East 52^nd Street New York, NY 10055		3,517,095		16.90%
The Vanguard Group, Inc.⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355		2,358,636		11.33%
Fuller & Thaler Asset Management, Inc.⁽³⁾ 411 Borel Avenue, Suite 300 San Mateo, CA 94402		2,219,646		10.67%
Rubric Capital Management LP and David Rosen⁽⁴⁾ 155 East 44th St, Suite 1630 New York, NY 10017		1,133,840		5.45%


Executive Summary
Our Compensation Philosophy	Our management development and compensation committee (which we refer to as the committee) makes compensation decisions in a manner it believes will best serve the long-term interests of our shareholders by attracting and retaining executives who will be inspired and motivated to meet and exceed the company’s goals and whose interests will be aligned with the interests of our shareholders. To accomplish these objectives, the committee has implemented a strong pay-for-performance compensation program, while striving to pay our executives competitively and align our compensation program with our business strategies.

Our Pay Practices	What we do:	What we don’t do:
	✓ Directly link a significant portion of pay to performance ✓ Require compliance with stock ownership requirements ✓ Engage an independent consultant ✓ Maintain the ability to clawback compensation in connection with a financial restatement ✓ Caps on performance-based cash and equity incentive compensation ✓ Annual review and approval of our executive compensation strategy	× No change in control tax gross-ups × No new participants in our Pension or Supplemental Executive Retirement Plans × No employment agreements for executive officers × No stock options with exercise price below market × No repricing of awards × No hedging, pledging or short sales of our stock × No “single trigger” change in control payments and benefits × No strict benchmarking of compensation to a specific percentile of our compensation peer group

Our Performance	• Consolidated sales for 2022 of $1.981 billion increased by approximately $300 million compared with $1.679 billion in the prior year. 2022 sales represented the highest level of revenues in the history of the company. • Net income attributable to Koppers for 2022 was $63.4 million, compared with $85.2 million in the prior year. As adjusted, EBITDA for 2022 was $228.1 million, compared with $223.5 million in the prior year. • Adjusted EBITDA margin for 2022 was 11.5%, compared with 13.3% in the prior year. • We achieved diluted EPS of $2.98 for fiscal year 2022, compared with $3.88 in the prior year. As adjusted, EPS for 2022 was $4.14, compared with $4.21 in the prior year.

Compensation of our Named Executive Officers	• Our NEOs earned annual incentive awards at 98% of their individual target amounts. • Long-term incentives represented, on average, 51% of our NEOs’ 2022 total direct compensation, 41% of which were in the form of performance-based awards (calculated as described below). • Long-term incentives represented 66% of our CEO’s 2022 total direct compensation, 56% of which were in the form of performance-based awards (calculated as described below).

Our Named Executive Officers	This Compensation Discussion and Analysis describes the compensation of the following NEOs:



Name		Current Title

Leroy M. Ball		President and Chief Executive Officer

Jimmi Sue Smith		Chief Financial Officer

James A. Sullivan		Executive Vice President and Chief Operating Officer

Stephanie L. Apostolou		General Counsel and Secretary

Leslie S. Hyde		Senior Vice President and Chief Sustainability Officer



Steps		When

1. Design Program — The program for the year is approved (including targeted levels of annual and long-term pay, fixed and incentive compensation, and any base salary adjustment).		End of 2021 and beginning of 2022

2. Establish Range of Compensation Opportunities — Incentive compensation opportunities are set based on corporate performance. Minimum, target, and maximum performance levels and payouts are established for incentive awards.		End of 2021 and beginning of 2022

3. Review Performance — Performance is reviewed and incentive pool amounts are approved which determines the annual cash incentive amounts and performance-based long-term equity awards.		Beginning of 2023



NEO	Base Salary as of January 1, 2022		Base Salary as of April 1, 2022		Percentage Increase in 2022
Leroy M. Ball		$890,384		$890,384		0.0%
Jimmi Sue Smith		$375,000		$375,000		0.0%
James A. Sullivan		$515,000		$539,000		4.7%
Stephanie L. Apostolou		$330,000		$360,000		9.1%
Leslie S. Hyde		$334,940		$344,996		3.0%



Corporate Adjusted EBITDA	Performance		% of Target		% of Payout
Maximum	$	276,000,000		120%		150%
Target	$	230,000,000		100%		100%
Actual	$	228,124,000		99%		98%
Threshold	$	184,000,000		80%		50%



Named Executive Officer	At Target (100%)					Actual
Named Executive Officer	Target (% of Base Salary)			Target Dollar Amount		Actual Weighted Achievement (% of Target)		Earned Cash Award
Leroy M. Ball		115	%		$1,023,941		98%	$	1,003,463
Jimmi Sue Smith		60	%		$ 225,000		98%	$	220,500
James A. Sullivan		80	%		$ 412,000		98%	$	403,760
Stephanie L. Apostolou		60	%		$ 198,000		98%	$	194,040
Leslie S. Hyde		60	%		$ 200,964		98%	$	196,945



Relative TSR	Performance		% of Units to Vest
Outstanding		≥80^th percentile		200	%
		70^th percentile		150	%

Target		50^th percentile		100	%
		35^th percentile		50	%
Threshold		≤ 25^th percentile		0	%



Performance Period	Relative TSR Performance - Percentile Rank		Percentage of Units to Vest

2022

One-year period ending December 31, 2022		32nd		36.3%

2021

Two-year period ending December 31, 2022		37th		55.6%

One-year period ending December 31, 2021		45th		83.9%

2020

Three-year period ending December 31, 2022		14th		0.0%

Two-year period ending December 31, 2021		10th		0.0%

One-year period ending December 31, 2020		6th		0.0%



Armstrong World Industries, Inc. (AWI)	H.B. Fuller Company (FUL)	Simpson Manufacturing Co., Inc. (SSD)

Cabot Corporation (CBT)	Hillenbrand, Inc. (HI)	Standex International Corporation (SXI)

EnPro Industries, Inc. (NPO)	Innospec, Inc. (IOSP)	Stella-Jones, Inc. (SJ.TO)

Ferro Corporation⁽¹⁾	Louisiana-Pacific Corporation (LPX)	Stepan Company (SCL)

Gibraltar Industries, Inc. (ROCK)	Masonite International Corporation (DOOR)	Sterling Infrastructure, Inc. (STRL)

The Greenbrier Companies, Inc. (GBX)	Minerals Technologies, Inc. (MTX)	Tronox Holdings plc (TROX)

Granite Construction Incorporated (GVA)	Quaker Chemical Corporation (KWR)



Position		Ownership Requirement Multiple of Base Salary

Chief Executive Officer	(Mr. Ball)		6x

Chief Operating Officer	(Mr. Sullivan)		4x

Chief Financial Officer; General Counsel and Secretary; Chief Sustainability Officer	(Mses. Smith, Apostolou and Hyde)		3x


Name and Principal Position	Year		Salary		Bonus		Stock Awards⁽²⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾		All Other Compensation⁽⁴⁾		Total
Leroy M. Ball President and Chief Executive Officer		2022	$	890,384	$	—	$	2,810,749	$	934,904	$	1,003,463	$	3,158	$	127,344	$	5,770,002
		2021		883,401		—		2,321,990		778,005		1,103,470		3,719		106,288		5,196,873
		2020		864,450		205,808		1,282,260		777,999		890,384		2,383		103,263		4,126,547
Jimmi Sue Smith⁽¹⁾ Chief Financial Officer		2022	$	375,000	$	—	$	446,200	$	117,153	$	220,500	$	47	$	48,315	$	1,207,215
James A. Sullivan Executive Vice President and Chief Operating Officer		2022	$	532,538	$	—	$	980,515	$	257,512	$	403,760	$	858	$	76,109	$	2,251,292
		2021		510,962		—		895,362		299,994		416,250		915		72,484		2,195,967
		2020		500,000		189,280		494,435		300,000		386,250		499		66,726		1,937,190
Stephanie L. Apostolou General Counsel and Secretary		2022	$	351,923	$	—	$	392,715	$	103,159	$	194,040	$	93	$	42,427	$	1,084,357
		2021		321,923		—		358,555		—		219,780		43		39,942		940,243
		2020		282,913		35,712		238,323		—		154,500		—		21,204		732,652
Leslie S. Hyde Senior Vice President and Chief Sustainability Officer		2022	$	342,289	$	—	$	398,598	$	104,636	$	196,945	$	303	$	34,001	$	1,076,772
		2021		332,275		—		363,745		121,883		216,477		309		35,065		1,069,754
		2020		322,040		46,431		200,872		121,882		200,875		39,718		125,481		1,057,299


	Perquisites								Other Compensation
	Club Dues		Parking		Executive Physical		Total Perquisites⁽¹⁾		Defined Contribution Plan Contributions⁽²⁾		Benefit Restoration Plan Contributions⁽³⁾		Total Other Compensation⁽⁴⁾		Total All Other Compensation

Leroy M. Ball		$31,913		$ —		$5,455		$37,368		$24,095		$65,881		$89,976		$127,344

Jimmi Sue Smith		16,394		—		—		16,394		24,095		7,826		31,921		48,315

James A. Sullivan		17,926		3,540		5,455		26,921		24,095		25,093		49,188		76,109

Stephanie L. Apostolou		7,949		—		—		7,949		24,095		10,383		34,478		42,427

Leslie S. Hyde		—		—		—		—		24,095		9,906		34,001		34,001


	Form of Award⁽¹⁾	Grant Date		Date Management Development and Compensation Committee Took Action to Grant Award		Estimated Possible 2022 Payouts Under Non-Equity Incentive Plan Awards⁽²⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽³⁾						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾⁽⁴⁾ (#)		All Other Option Awards: Number of Securities Underlying Options⁽⁴⁾ (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽⁵⁾ ($)
Name	Form of Award⁽¹⁾	Grant Date				Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)

Leroy M. Ball	Annual Cash Incentive Award						511,971		1,023,941		1,535,912

	PSU Award		1/4/2022		12/1/2021								24,203		48,405		96,810							$	2,187,422

	RSU Award		1/4/2022		12/1/2021														19,364						623,327

	Option Award		1/4/2022		12/1/2021																53,180		$32.19		934,904

Jimmi Sue Smith	Annual Cash Incentive Award						112,500		225,000		337,500

	PSU Award		1/4/2022		12/1/2021								3,641		7,281		14,562							$	329,028

	RSU Award		1/4/2022		12/1/2021														3,640						117,172

	Option Award		1/4/2022		12/1/2021																6,664		$32.19		117,153

James A. Sullivan	Annual Cash Incentive Award						206,000		412,000		618,000

	PSU Award		1/4/2022		12/1/2021								8,000		15,999		31,998							$	722,995

	RSU Award		1/4/2022		12/1/2021														8,000						257,520

	Option Award		1/4/2022		12/1/2021																14,648		$32.19		257,512

Stephanie L. Apostolou	Annual Cash Incentive Award						99,000		198,000		297,000

	PSU Award		1/4/2022		12/1/2021								3,204		6,408		12,816							$	289,578

	RSU Award		1/4/2022		12/1/2021														3,204						103,137

	Option Award		1/4/2022		12/1/2021																5,868		$32.19		103,159

Leslie S. Hyde	Annual Cash Incentive Award						100,482		200,964		301,446

	PSU Award		1/4/2022		12/1/2021								3,252		6,504		13,008							$	293,916

	RSU Award		1/4/2022		12/1/2021														3,252						104,682

	Option Award		1/4/2022		12/1/2021																5,952		$32.19		104,636



			Option Awards								Stock Awards

Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable(#)		Number of Securities Underlying Unexercised Options Unexercisable⁽¹⁾(#)		Option Exercise Price($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested⁽²⁾(#)		Market Value of Shares or Units of Stock That Have Not Vested⁽³⁾($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽⁴⁾(#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾($)

Leroy M. Ball		2/19/2013		7,591				$42.76		2/19/2023

		2/18/2014		9,167				37.93		2/18/2024

		3/3/2015		92,410				17.57		3/3/2025

		3/1/2016		60,728				18.11		3/1/2026

		3/3/2017		33,519				44.10		3/3/2027

		3/2/2018		41,123				41.60		3/2/2028

		3/6/2019		45,883		15,295		26.63		3/6/2029

		3/3/2020		46,090		46,090		19.63		3/3/2030

		1/4/2021		12,318		36,954		29.84		1/4/2031

		1/4/2022		—		53,180		32.19		1/4/2032

												76,009		$2,143,454		46,755		$1,318,491

Jimmi Sue Smith		1/4/2022		—		6,664		$32.19		1/4/2032

												14,448		$ 407,434		6,530		$ 184,146

James A. Sullivan		3/3/2015		23,437				$17.57		3/3/2025

		3/1/2016		16,609				18.11		3/1/2026

		3/3/2017		7,152				44.10		3/3/2027

		3/2/2018		11,009		—		41.60		3/2/2028

		3/6/2019		11,925		3,976		26.63		3/6/2029

		3/3/2020		17,772		17,773		19.63		3/3/2030

		1/4/2021		4,749		14,250		29.84		1/4/2031

		1/4/2022		—		14,648		32.19		1/4/2032

												28,975		$ 817,095		16,252		$ 458,306

Stephanie L. Apostolou		1/4/2022		—		5,868		$32.19		1/4/2032

												14,387		$ 405,713		5,948		$ 167,734

Leslie S. Hyde		2/19/2013		3,508				$42.76		2/19/2023

		2/18/2014		4,096				37.93		2/18/2024

		3/3/2015		12,803				17.57		3/3/2025

		3/1/2016		9,311				18.11		3/1/2026

		3/3/2017		3,935				44.10		3/3/2027

		3/2/2018		5,137				41.60		3/2/2028

		3/6/2019		5,971		1,991		26.63		3/6/2029

		3/3/2020		7,220		7,221		19.63		3/3/2030

		1/4/2021		1,929		5,790		29.84		1/4/2031

		1/4/2022		—		5,952		32.19		1/4/2032

												11,881		$ 335,044		6,605		$186,261


	Stock Awards
Name	Number of Shares Acquired on Vesting		Value Realized on Vesting⁽¹⁾

Leroy M. Ball		97,165		$2,766,213

Jimmi Sue Smith		3,166		97,101

James A. Sullivan		26,651		761,761

Stephanie L. Apostolou		7,344		214,893

Leslie S. Hyde		12,921		368,487


Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)⁽¹⁾

Leslie S. Hyde	Retirement Plan of Koppers Inc. and Subsidiaries for Salaried Employees		7.5		$139,533

	Koppers Inc. Supplemental Executive Retirement Plan II (SERP II)		7.5		88,530

					$228,063


Name	Registrant Contributions in Last Fiscal Year ($)⁽¹⁾⁽²⁾		Aggregate Earnings in Last Fiscal Year ($)⁽³⁾		Aggregate Balance at Last Fiscal Year End ($)⁽²⁾⁽⁴⁾

Leroy M. Ball		$65,881		$12,660		$494,117

Jimmi Sue Smith		7,826		188		14,177

James A. Sullivan		25,093		3,439		141,404

Stephanie L. Apostolou		10,383		374		23,037

Leslie S. Hyde		9,906		1,214		50,960