Stepan Company (SCL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amendment to the equity incentive plan.

• The record date for voting is March 3, 2025, with 22,554,929 shares outstanding, each entitled to one vote per matter.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Election of two directors, Lorinda A. Burgess and Luis E. Rojo, for three-year terms; both are current directors.

• Advisory vote on executive compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Approval of the amendment and restatement of the 2022 Equity Incentive Compensation Plan, adding 500,000 shares and extending the plan by 10 years.

• Shareholder proposals and director nominations for 2026 must comply with by-law and SEC requirements.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; majority of directors and all committee members are independent.

• Board committees include Audit, Compliance, Human Capital and Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board leadership is separated between Chairman (F. Quinn Stepan, Jr.) and CEO (Luis E. Rojo); Lead Independent Director role transitions from Edward J. Wehmer to Randall S. Dearth.

• Annual board and committee performance evaluations are conducted.

• Board diversity: 38% women, 13% African American, 13% Hispanic, average age 62, average tenure 11 years.