8-K
Orion S.A. (OEC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2025
ORION S.A.
(Exact name of registrant as specified in its charter)
| Grand Duchy of Luxembourg | 001-36563 | 00-0000000 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation or organization) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1700 City Plaza Drive, Suite 300<br><br> <br>Spring, Texas 77389<br><br> <br>(Address of principal executive offices,<br> including zip code) | ||
| --- |
(281) 318-2959
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Shares, no par value | OEC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 3, 2025, Orion S.A. (the “Company”) appointed Jonathan Puckett as its new Chief Financial Officer (“CFO”) effective December 1, 2025. Mr. Puckett will succeed Jeffrey Glajch, who served as the Company’s CFO since April 2022. Mr. Glajch will retire as the Company’s CFO effective as of Mr. Puckett’s appointment, and will continue to be employed by the Company until the end of the 2025 fiscal year, following which he will serve as a consultant to the Company during the first quarter of 2026 to ensure an orderly transition.
Mr. Puckett, 56, has more than 30 years of financial leadership experience, much of it within the chemical industry. He joins the Company after 14 years with Celanese Corp. (“Celanese”) (NYSE: CE), a global chemical and specialty materials company, where he served in roles of increasing responsibility, including as Vice President, Global Supply Chain, Engineered Materials from August 2025 until recently, as Vice-President Finance, Chief Financial Officer, Acetyl Chain Segment and Global Leader of Shared Services from November 2023 until August 2025, and as Vice President Finance, Global Leader of Financial Planning & Analysis and Shared Services from November 2020 to November 2023. Prior to Celanese, Mr. Puckett served in senior financial roles at Affiliated Computer Services, Inc., PwC LLP, and KPMG LLP.
In connection with his appointment, Mr. Pucket signed an offer letter (the “Offer Letter”) on November 3, 2025. Pursuant to the Offer Letter, Mr. Puckett will receive (i) an annual base salary of $500,000; (ii) eligibility to participate in the Company’s annual bonus plan at a target level of 65% of his base salary commencing on January 1, 2026, (iii) eligibility to participate in the Company’s long-term incentive plan with an annual target of 150% of his base salary beginning on January 1, 2026 (awards under which will be delivered 30% as restricted stock units vesting ratably over a three-year period, and 70% as performance share units vesting on a cliff schedule over a three-year period); (iv) a sign-on equity grant in restricted stock units within 30 days of his hire date with a grant date value of $250,000; (v) a $140,000 sign-on bonus payable in two equal installments within 30 days of his hire date and by the end of March 2026; (vi) a relocation and transition support of $30,000 subject to gross-up for taxes; and (vii) eligibility for cash severance equal to one year of base salary and one year of target bonus upon the occurrence of certain events. Mr. Puckett will also be eligible to participate in the Company’s 401(k) plan and its standard health and welfare benefits programs available to similarly situated executives. Mr. Puckett’s employment is subject to certain customary eligibility conditions and he will be subject to confidentiality and non-disclosure requirements.
Mr. Puckett does not have any family relationship with any director or other executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. The foregoing summary does not purport to be a complete description of the Offer Letter and is qualified in its entirety by the Offer Letter, a copy of which is filed as an Exhibit 10.1 hereto and incorporated herein by reference.
In connection with his retirement, on November 5, 2026, Mr. Glajch entered into a consulting services agreement (the “Consulting Services Agreement”) pursuant to which he will provide exclusive consulting services to the Company and its affiliated group companies until March 31, 2026 or such earlier date as may be determined by the parties (the “Transition Period”). During the Transition Period, Mr. Glajch will serve as an independent contractor to the Company. In consideration of his service, Mr. Glajch will receive (i) a consulting fee in the amount of $500 per hour to the extent his work hours as a consultant exceed 40 hours per calendar month during the Transition Period; (ii) any accrued and outstanding 2025 bonus under the Orion Incentive Compensation Plan attributable to Mr. Glajch’s prior employment with the Company payable as of December 31, 2025 that he would have otherwise forfeited due to his retirement; (iii) the settlement of outstanding 2024 and 2025 performance share units as if Mr. Glajch had satisfied the criteria of “early retirement” under the respective award agreement governing each award, and that Mr. Glajch would have otherwise forfeited due to his retirement; and (iv) the full costs of continued healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act during the Transition Period. Mr. Glajch will also be reimbursed for reasonable, pre-approved out-of-pocket costs during the Transition Period. Mr. Glajch will also continue to be subject to certain confidentiality, non-solicitation, non-competition, non-disparagement and other restrictive covenants as provided under the Consulting Services Agreement.
The foregoing description of the terms of the Consulting Services Agreement is qualified in its entirety by reference to the full terms of the Consulting Services Agreement, a copy of which is filed as an Exhibit 10.2 hereto and incorporated herein by reference.
On November 6, 2025, the Company issued a press release regarding the executive transition described above, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Offer Letter by and between Orion S.A. and Jonathan Puckett, dated November 3, 2025 |
| 10.2 | Exclusive Carbon Black Consulting Services Agreement by and between Orion S.A. and Jeffrey Glajch, dated November 5, 2025 |
| 99.1 | Press Release of Orion S.A., dated November 6, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ORION S.A. | |||
|---|---|---|---|
| November 7, 2025 | By: | /s/ Corning Painter | |
| Name: | Corning Painter | ||
| Title: | Chief Executive Officer |
EXHIBIT 10.1
| Pat Tuttle<br><br> <br>SVP, Global Human<br> Resources<br><br> <br>Orion Engineered Carbons LLC<br><br> <br>1700 City Plaza Dr.<br><br> <br>Suite 300<br><br> <br>Spring, TX 77389 |
|---|
November 3, 2025
Jonathan Puckett
Email:
Dear Jon,
I am pleased to confirm your offer for the position of Chief Financial Officer (CFO) for Orion Engineered Carbons S.A. (“Orion”), reporting to Corning Painter, Chief Executive Officer (CEO). Commencement of your employment with the US legal entity Orion Engineered Carbons LLC will be scheduled for December 1, 2025, or at another mutually convenient date.
Your starting base salary will be $19,230.77 payable bi-weekly ($500,000 on an annual basis). You will be eligible to participate in the Company’s Annual Bonus Plan at a target level of 65% of annual base salary beginning on January 1, 2026. In addition, you will be eligible to participate in our Long-Term Incentive Plan (LTIP) at an annual target of 150% of annual base salary beginning on January 1, 2026. LTIP awards will be delivered as Restricted Stock Units (RSUs) representing thirty percent (30%) of the total award and Performance Share Units (PSUs) representing seventy percent (70%) of the total award. RSUs will vest ratably over a three- year period and PSUs will vest on a cliff schedule over a three-year period. Full details on the Annual Bonus and LTIP programs will be provided upon your hire.
You will be eligible to participate in our 401(k) plan immediately upon hire. The company matches contributions dollar-for-dollar on the first 2% of your contribution, and seventy-five cents per dollar on the next 4% (total 5% company contribution on 6% employee contribution). You will also be eligible for a full complement of heath & welfare benefits programs that will be discussed in detail at your orientation but are summarized in the attached 2025 Orion Benefits Guide.
Due to your work experience, you will be eligible for 20 days of vacation per year beginning in 2026. In addition to annual vacation days and scheduled holidays, you will also be entitled to two additional floating holiday days per year.
To offset certain walk away costs from your current employer, Orion will pay you a sign-on bonus in the amount of $140,000 to offset any bonus forfeiture from your current employer for the 2025 plan year. This bonus will be payable in two equal installments with the first $70,000 to be paid within 30 days of your hire date, and the second $70,000 installment paid by the end of March of 2026. The sign-on bonus is subject to the execution of a repayment agreement should you voluntarily resign from Orion within 24 months of your hire date.
You will also be granted a sign-on Restricted Stock Unit (RSU) grant with a value of $250,000 within 30 days following your date of hire. The number of units will be based on the closing share price on your date of hire. These RSUs will vest ratably over a three-year period commencing the anniversary of your hire date.
To assist you in establishing a secondary residence in the Houston area, Orion will pay a transition bonus equal to $30,000 within 30 days of your hire date. For the avoidance of doubt, this amount will be grossed up for taxes to result in a net amount to you of $30,000 and will not require any supporting documentation from you.
If Orion or its successor terminates your employment other than for Cause or you terminate your employment for Good Reason, then you will be entitled to receive a cash severance benefit equal to your then annual base salary and target bonus, contingent upon your execution of a general release and waiver in a form satisfactory to Orion “Cause” shall mean: (1) your conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (2) continued material failure to perform your duties after notice from Orion; (3) engagement in illegal conduct or in gross misconduct, in either case, that causes financial or reputational harm to Orion, (4) material violation of the Orion’s codes of conduct or any other Orion policy as in effect from time to time, or (5) breach of any of the material terms of any other agreement between you and Orion. “Good Reason” shall mean that, with respect to your employment at Orion or its successors and without your consent, (1) your position, duties, or authority are materially diminished (2) your annual base salary is reduced or another element of your compensation is reduced or eliminated or (3) breach of any material terms of this letter or any agreement between you and Orion. Notwithstanding the foregoing, an event will not constitute Good Reason unless (a) you give a notice of termination within 90 days after you become aware that an event constituting Good Reason has occurred describing in reasonable detail the event constituting Good Reason, and (b) Orion is given 30 days after it receives such notice from the you to cure such event and (c) your termination occurs no later than 30 days after Orion’s failure to cure such event.
Upon acceptance of this offer, you will need to: a) complete a confidentiality and non-disclosure agreement, b) complete a verification of your academic credentials; and c) complete a satisfactory reference/background check; and d) complete a pre-employment physical examination that includes a screen for illicit substances.
The regulations and policies of Orion Engineered Carbons LLC will govern your employment. The Company may unilaterally amend these regulations and policies from time to time. This agreement supersedes all prior discussions and negotiations with respect to your employment. There are no agreements or understandings with respect to employment except as expressly referenced herein. This job offer is limited to the terms and conditions contained herein, and it may be amended only in writing signed by an authorized representative of the Company. Employment at Orion Engineered Carbons LLC is At-Will. The Company reserves the right to change policies or benefits at any time with or without notice. As an At-Will employee, either the Company or the At-Will employee can terminate the employment relationship at any time, for any or no reason, with or without notice.
Should you accept this position, indicate your agreement with the conditions described herein by signing this letter and returning it to me by November 4^th^, 2025.
We are looking forward to you joining us and hope your career aspirations will be met with Orion.
Feel free to call me if you have any questions.
Congratulations,
| /s/ Patrick F. Tuttle | |
|---|---|
| Patrick F. Tuttle | |
| SVP, Global Human Resources | |
| Read and Agreed: /s/ Jonathan Puckett | Date: 11/3/25 |
EXHIBIT 10.2
EXCLUSIVE CARBON BLACKCONSULTING SERVICES AGREEMENT
This Agreement for Exclusive Carbon Black Consulting Services (“Agreement”) is effective as of the 1^st^ day of January 2026, by and between Orion Engineered Carbons LLC, with its principal office at 1700 City Plaza Dr., Suite 300, Spring, TX, 77389 (“Company”) and Jeff Glajch (“Consultant”).
WHEREAS, Consultant has global experience as Chief Finance Officer (CFO) in the Carbon Black Industry, including his time as the Company’s CFO; and
WHEREAS, the Consultant has voluntarily elected to resign as an Employee of the Company on December 31, 2025, and as the Company’s CFO on that date or an earlier date to coincide with the start date of a replacement CFO.
WHEREAS, Company is interested in having the Consultant perform certain transition duties to support his successor, as well consulting services related to the 2025 year-end financial reporting cycle.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, Company and Consultant agree to the following:
| 1. | GENERAL TERMS |
|---|---|
| (a) | Company agrees to retain Consultant and Consultant hereby accepts retention by Company as a Consultant for Company on the terms set<br>forth in this Agreement. |
| --- | --- |
| (b) | Consultant further agrees that, during the term of this Agreement, and for one year following, he shall not provide any consulting<br>and/or services to any other third party within or connected to the Carbon Black industry without Company’s prior written consent<br>as further stipulated in Article 8 below. |
| --- | --- |
| (c) | In the event the Consultant should die or become incapable of performing his duties, hereunder, for any reason, Company shall have<br>a right to terminate this Agreement. |
| --- | --- |
| (d) | Consultant shall be an independent contractor with respect to Company and not an employee. As an independent contractor, it is understood<br>that Consultant is not eligible to participate in any employee plan, programs, fringe benefits or benefits now existing or hereafter established<br>for Orion employees other than specified herein. |
| --- | --- |
| (e) | Consultant shall have no authority to bind, commit or obligate Company in any manner and shall not hold itself out to third parties<br>as being capable of doing so. |
| --- | --- |
| (f) | Parties agree that Company shall have the unrestricted right to appoint, at any time, other consultants, contractors or employees<br>to render same or similar services and the Consultant shall have no right to object to such appointment. |
| --- | --- |
| (g) | Consultant may work remotely from a home office but may also be required to work from the global offices of the Company from time<br>to time, dependent upon business needs of the Company. Company will provide the Consultant with a laptop, mobile phone and phone plan<br>in order to allow Consultant to execute its services under this Agreement. |
| --- | --- |
| 2. | TERM OF THE AGREEMENT. |
| --- | --- |
| (a) | This Agreement shall be in full force and effect for a period of three (3) months, commencing on January 1, 2026 and ending on March<br>31, 2026, subject to clause (b) below. |
| --- | --- |
| (b) | This Agreement shall end on the earlier of: a) March 31, 2026, b) the date when this Agreement is terminated by mutual agreement of<br>the parties; or, c) upon the death, mental incapacity, or disability of the Consultant. |
| --- | --- |
| (c) | Agreement may be renewed upon the written agreement of the parties. If Company wishes to renew the Agreement, it shall provide Consultant<br>with written notice at least fourteen (14) calendar days prior to the end of the initial term, or of any renewal term. |
| --- | --- |
| 3. | SCOPE OF SERVICES |
| --- | --- |
| (a) | The General Scope of Services will be providing engineering support & transition services for the Company as well as its affiliated<br>group companies. |
| --- | --- |
| (b) | Consultant may be required to work on projects that may include, but are not limited to: |
| --- | --- |
| 1) | Supporting CFO Successor |
| --- | --- |
| 2) | Year-end 2025 financial reporting cycle |
| --- | --- |
| 3) | Outstanding audit or Audit Committee matters |
| --- | --- |
| 4) | Support for the renewal of the company’s D&O insurance policy for 2026, including travel to D&O meetings in March 2026,<br>if requested by the company |
| --- | --- |
| 5) | Support for the recovery of funds related to the 2024 “fraud” event |
| --- | --- |
| 4. | COMPENSATION. |
| --- | --- |
| (a) | As full consideration for the performance of services described in the Scope of Services for the period from January 1, 2026 to March<br>31, 2026, Company shall pay the Consultant the following: |
| --- | --- |
| i. | a consulting fee in the amount of $500 per hour to the extent the Consultant’s work hours exceeds 40 hours per calendar month<br>during January 1, 2026 to March 31, 2026 initial term of this Agreement. |
| --- | --- |
| 2 |
| --- | | ii. | Company agrees to pay the Consultant any accrued & outstanding 2025 Orion Incentive Compensation Plan (OICP) bonus as of December<br>31, 2025 stemming from the Consultant’s prior employment with the Company that would be otherwise forfeited due the Consultant’s<br>voluntary resignation. Such bonus, if any, will be at the same time as paid to existing employees in 2026. | | --- | --- | | iii. | Company agrees to settle outstanding 2024 and 2025 Performance Share Units (PSUs) as if the Consultant has satisfied the criteria<br>of “Early Retirement” the Consultant’s 2024 Performance Share Unit Award agreement dated July 5, 2024 and the 2025 Performance<br>Share Unit Award agreement dated May 5, 2025 that would be otherwise forfeited due the Consultant’s voluntary resignation. | | --- | --- | | iv. | Company will cover the full COBRA costs of the employee and spouse during January 1, 2026 to March 31, 2026 initial term of this agreement. | | --- | --- | | (b) | Company shall reimburse the reasonable out of pocket costs of Consultant incurred in the performance of this Agreement for travel,<br>lodging and meals. These expenses will be itemized on the invoice provided to the Company by the Consultant. All such costs must be pre-approved<br>by Company. Where, due to extraordinary circumstances the Consultant is unable to obtain pre-approval for the costs, the Consultant shall<br>inform Company as soon as possible after such costs have been incurred and forward to Company details of the costs, reasons for incurring<br>the same as well as reasons why such costs could not be pre-approved, failing which Company shall have the right to refuse the reimbursement<br>of such costs. Notwithstanding anything contained herein, Company shall have the right to refuse reimbursement of all unreasonable costs. | | --- | --- | | (c) | All invoices under this Agreement shall be submitted to Pat Tuttle<br>by email at [•] or by mail at: | | --- | --- |
Pat Tuttle
Orion Engineered Carbons, LLC
1700 City Plaza Dr., Suite 300
Spring, TX, 77345
All payments by Company under this Agreement shall be remitted by wire transfer or direct deposit to:
| 5. | STANDARD OF CARE |
|---|---|
| (a) | Consultant shall perform Services in a manner consistent with the level of care and skill ordinarily exercised by a professional consultant.<br>Should any of the work performed or delivered by Consultant not prove satisfactory to Company, Consultant will correct such work. |
| --- | --- |
| 3 |
| --- | | (b) | Consultant shall acquaint himself/herself and comply with any working practices, rules or procedures applicable to others (whether<br>independent contractors or employees) at any location where the Services are being performed (whether or not on Company’s premises). | | --- | --- | | (c) | Consultant shall comply with all applicable laws and all compliance policies of Orion Engineered Carbons group. | | --- | --- | | (d) | Consultant shall act in, and use his best endeavors to promote and protect, the interests of the Company and its group and affiliate<br>entities in accordance with the general policy and directions of the Company. | | --- | --- | | 6. | OWNERSHIP OF WORK PRODUCT | | --- | --- | | (a) | Company shall have sole and legal ownership to any and all inventions, improvements, discoveries, modifications, developments, innovations,<br>enhancements, documents, work product and intellectual property of whatever kind or nature arising from the performance of services by<br>Consultant, whether or not patentable and whether or not they are made, conceived or reduced to practice during working hours or using<br>Company’s data or facilities. Consultant agrees that all right, title and interest in and to all original works of authorship which<br>Consultant produces or composes in connection with the services to be performed hereunder shall be considered works made for hire and<br>assigns all rights, title and interest in the same to the Company, including copyrights thereon and the rights to obtain registration<br>of copyrights thereon throughout the world. Any such assignment by the Consultant shall be worldwide, royalty-free, absolute, irrevocable<br>and perpetual. | | --- | --- | | (b) | All reports, computations, documents, working papers, samples, drawings, designs and layout-designs that are received or prepared<br>by the Consultant under the terms of this Agreement will be and remains the sole property of the Company and shall be delivered to the<br>Company upon request. Company shall have full and unlimited right to use all of the same without any claim or right thereto on Consultant’s<br>part for any additional compensation for such use. | | --- | --- | | 7. | CONFIDENTIALITY | | --- | --- | | (a) | Confidential Information shall mean all information (verbal or documentary) exchanged between the parties hereto, whether directly<br>under this Agreement or incidentally thereto and shall include all Company and third party (including any client or customer) information<br>which is proprietary and not available to the general public. Confidential Information shall further mean any tangible expression of such<br>information including, without limitation, documents, plans, notes, renderings, journals, notebooks, methods, ideas, know-how and business<br>information such as sales and marketing materials, plans, accounting and financial information, trade secrets, credit information on customers,<br>list containing the names, addresses and business needs of customers, sales reports, price lists, personnel records including the names<br>and addresses of Company’s employees, contractors, sub-contractors, software | | --- | --- |
| 4 |
| --- |
programs, flowcharts, graphic art, images, photographs, copyright materials, advertising material and packaging material, and other information which is accessed, created, derived from Confidential Information, received, exploited, developed or obtained by the Consultant and shall further include any confidential or proprietary information owned by any other person or entity and furnished by such person or entity pursuant to an undertaking to maintain the same in confidence.
| (b) | Some of the work that the Consultant will be called upon to perform hereunder, as well as information furnished to the Consultant<br>by Company in connection herewith, is highly confidential. Accordingly, any and all such information developed or secured during the performance<br>of Services under this Agreement shall be considered by Consultant to be confidential and shall not now or any time hereafter be published,<br>stated or used by the Consultant for any purpose without the Company’s prior written consent. The Consultant hereby agrees that<br>any Confidential Information that has been disclosed to him/her by the Company shall remain the property of the Company and shall be maintained<br>in the strictest confidence and trust, in accordance with the provisions of this Article. The Consultant will not copy, reprint, duplicate,<br>or recreate in whole or in part, alone or in combination with anything else, the Confidential Information, or shall not commercially use<br>or disclose any Confidential Information or any materials derived therefrom to any other person or entity, or shall not remove any Confidential<br>Information or any results or any materials derived therefrom, from the premises of the Company without the prior express written consent<br>of the Company. |
|---|---|
| (c) | All Confidential Information shall be solely and absolutely vested in and owned by the Company, and the Consultant shall not have<br>or claim any right, title or interest therein. The Consultant shall not reverse-engineer, decompile or disassemble any Confidential Information<br>declared in computer or electronic format. |
| --- | --- |
| (d) | The Consultant shall not independently develop or have developed for himself/herself products, concepts, systems or techniques that<br>are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information,<br>which development shall be construed as a violation of the obligations of the Consultant under this Agreement. |
| --- | --- |
| (e) | Upon the termination of this Agreement, for any reason, the Consultant shall return all Confidential Information in possession of<br>the Consultant to The Company immediately. The Consultant shall not retain copies of any Confidential Information, including copies of<br>any data, record, know how or information of the Company. |
| --- | --- |
| (f) | Any obligation accruing under this Article during the term of this Agreement shall survive and continue after the expiry or earlier<br>termination of this Agreement subject to the terms and conditions contained herein, and shall bind the parties and their legal representatives,<br>successors and assigns. |
| --- | --- |
| 5 |
| --- | | (g) | The mere omission to designate a particular item of information as Confidential Information shall not in itself suffice to waive the<br>Consultant’s confidentiality obligations in respect of such information. | | --- | --- | | 8. | NON-SOLICITATION AND CONFLICTS WITH THIS AGREEMENT | | --- | --- | | (a) | Consultant represents and warrants that Consultant does not presently perform or intend to perform, during the term of this Agreement,<br>consulting or other services for, or engage in or intend to engage in an employment or consulting relationship with, companies whose businesses<br>or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services,<br>or those products or services proposed or in development by the Company during the term of the Agreement. If, however, Consultant decides<br>to do so, Consultant agrees that, in advance of accepting such work, Consultant will promptly notify the Company in writing, specifying<br>the organization with which Consultant proposes to consult, provide services, or become employed by and to provide information sufficient<br>to allow Company to determine if such work would conflict with the terms of this Agreement, including the terms of the confidentiality<br>contained in Article 7, the interests of the Company or further services which the Company might request of Consultant. If the Company<br>in its free discretion determines that such work conflicts with the terms of this Agreement, the Company reserves the right not to consent<br>to the other work arrangement of Consultant and/or to terminate this Agreement immediately. In no event, shall any of the Services be<br>performed for the Company at the facilities of a third party or using the resources of a third party. | | --- | --- | | (b) | Consultant further agrees that during the term of this Agreement that Consultant will not directly or indirectly, on his own behalf<br>or with others, hire, solicit or make an offer to, or attempt to or participate or assist in any effort to hire, solicit, or make an offer<br>to, any employee of the Company (or its customers to be employed or to perform services outside of the Company or such customer. The Consultant<br>also agrees that during the term of this Agreement, Consultant will not directly or directly persuade or attempt to persuade any client,<br>referral source or customer of the Company to cease doing business or in any way interfere with the relationship between any such client,<br>referral source, business relation or customer and the Company. | | --- | --- | | (c) | Further, the Consultant represents and warrants that the Consultant is not engaged in and does not intend to engage in an employment<br>relationship with any client or customer of the Company, during the term of this Agreement. If, however, the Consultant decides to do<br>so, the Consultant agrees that the Consultant will promptly notify the Company in writing (along with the start date of such work, the<br>organization with which the Consultant proposes to consult, provide services, or become employed, and information sufficient to allow<br>the Company to determine if such work would conflict with the terms of this Agreement or the interests of the Company) and obtain prior<br>consent from the Company in writing, in advance of the Consultant accepting any such engagement. | | --- | --- |
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| --- | | (d) | Consultant represents and warrants that the Consultant is not under any pre-existing obligation in conflict or in any way inconsistent<br>with the provisions of this Agreement. Consultant represents and warrants that Consultant’s performance of all the terms of this<br>Agreement will not breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust<br>prior to commencement of this Agreement. Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes,<br>techniques and other information, if any, which Consultant has gained from third parties, and which Consultant discloses to the Company<br>or uses in the course of performance of this Agreement, without liability to such third parties. Consultant represents and warrants that<br>Consultant has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with<br>Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or<br>other property right of any former client, employer or third party in the performance of the services. | | --- | --- | | 9. | ENTIRE AGREEMENT, MODIFICATION AND WAIVER | | --- | --- | | (a) | The parties acknowledge that this Agreement supersedes all prior agreements, discussions, negotiations and arrangements, written or<br>oral, relating to the subject matter herein between The Company and the Consultant and represents the current entire understanding between<br>the Company and the Consultant in respect of the services to be provided by the Consultant. | | --- | --- | | (b) | This Agreement may be amended with the mutual consent of the parties by a separate deed recording the terms of the amendment. Each<br>such amendment to this Agreement shall supersede the terms of this Agreement to the extent that they are inconsistent with any such amendment. | | --- | --- | | (c) | The failure, with or without intent, of any of the parties to insist upon the performance (in strict conformity with the literal requirements)<br>by the other party, of any term or stipulation of this Agreement, shall not be treated as, or be deemed to constitute, a modification<br>of any terms or stipulations of this Agreement. Nor shall such failure or election be deemed to constitute a waiver of the right of such<br>party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions<br>hereof. All terms, conditions and obligations under this Agreement shall remain in full force and effect at all times during the subsistence<br>of this Agreement except where otherwise amended or modified by them by mutual written agreement. | | --- | --- | | (d) | No modification or waiver shall be binding unless in writing and signed by the party against whom the modification or waiver is sought<br>to be enforced. | | --- | --- | | 10. | NON-DISPARAGEMENT | | --- | --- | | (a) | The Consultant agrees that, during the term of this Agreement and thereafter, the Consultant shall not, in any communication<br> with the press or other media, or any customer, partner or supplier of the Company, or any of the Company’s affiliates, ridicule or make any statement that is disparaging or is<br>derogatory of the Company or its affiliates or any of their personnel. | | --- | --- |
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| --- | | 11. | SEVERABILITY | | --- | --- | | (a) | If any part, term or provision of this Agreement shall be held illegal, unenforceable or in conflict with any law having jurisdiction<br>over this Agreement, the validity of the remaining portions of provisions shall not be affected thereby, unless the terms and provisions<br>so held are expressly defined as a conditions precedent or as of the essence of this Agreement, or comprising an integral part of, or<br>inseparable from the remainder of this Agreement. | | --- | --- | | (b) | Should any part of this Agreement be declared illegal or unenforceable, the parties hereto will co-operate in all ways open to them<br>to obtain substantially the same result or as much thereof as may be possible, including taking appropriate steps to amend, modify or<br>alter this Agreement. | | --- | --- | | 12. | LIABILITY OF CONSULTANT | | --- | --- | | (a) | In furnishing the Company with management advice and other services as herein provided, Consultant<br>shall not be liable to the Company or its creditors for errors of judgment or for anything except malfeasance or gross negligence in the<br>performance of his duties or reckless disregard of the obligations and duties under the terms of this Agreement. | | --- | --- | | (b) | It is further understood and agreed that Consultant may rely upon information furnished to it reasonably believed to be accurate and<br>reliable and that Consultant shall not be accountable for any loss suffered by the Company by reason of the Company’s action or<br>non-action on the basis of any advice or recommendation of Consultant. | | --- | --- | | 13. | COUNTERPARTS | | --- | --- | | (a) | This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original<br>and all of which taken together shall constitute on and the same instrument. This Agreement may also be executed and delivered via facsimile<br>or PDF transmission, and any such counterpart executed and delivered via facsimile or PDF transmission shall be deemed an original for<br>all intents and purposes. | | --- | --- |
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
CONSULTANT
| By: | /s/ Jeff Glajch | 11/5/2025 |
|---|---|---|
| Jeff Glajch | ||
| For and on behalf of Orion Engineered Carbons, LLC | ||
| By: | /s/ Patrick F. Tuttle | |
| Patrick F. Tuttle | ||
| SVP, Global Human Resources. |
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EXHIBIT 99.1
For immediate release: Nov. 7, 2025
Orion S.A. names Jonathan Puckett chief financialofficer
HOUSTON – Orion S.A. (NYSE: OEC), a global specialty chemicals company, announced today that Jonathan “Jon” Puckett will succeed Jeff Glajch as chief financial officer, effective Dec. 1, 2025.
Puckett brings to Orion more than 30 years of financial leadership experience – much of it within the chemical industry. He joins the company after 14 years with Celanese (NYSE: CE), where he recently served as vice president and CFO for the Acetyl Chain segment.
While at Celanese, Puckett also held a series of other senior financial business unit and corporate roles of increasing responsibility.
Before Celanese, Puckett served in senior financial roles at Affiliated Computer Services, Inc.; PWC LLP; and KPMG LLP.
Orion CEO Corning Painter said, “Jon’s broad functional skillset, deep financial expertise and demonstrated success in helping businesses execute on both financial and strategic goals make him an excellent fit for our company, particularly as we navigate our next phase of growth and profitability.”
In July, Glajch announced his intention to retire as CFO at the end of 2025. He will remain as a full-time employee of Orion through Dec. 31, 2025, providing consulting services during the first quarter of 2026 to ensure a seamless transition.
About Orion S.A.
Orion S.A. (NYSE: OEC) is a leading global supplier of carbon black, a solid form of carbon produced as powder or pellets. The material is made to customers’ exacting specifications for tires, coatings, ink, batteries, plastics and numerous other specialty, high-performance applications. Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability and add UV protection. Orion has four innovation centers and produces carbon black at 15 plants worldwide, offering the most diverse variety of production processes in the industry. The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s longest-running carbon black plant. Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver sustainable solutions. For more information, please visit orioncarbons.com.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. New risk factors and uncertainties emerge from time to time and it is not possible to predict all risk factors and uncertainties, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable law.
Contact:
William Foreman
Orion S.A.
Director of Corporate Communications and Government Affairs
william.foreman@orioncarbons.com
Direct: +1 832-445-3305
Christopher Kapsch
Orion S.A.
Vice President of Investor Relations
christopher.kapsch@orioncarbons.com
Direct: +1 281-318-4413