Angela M. Castle

About Angela M. Castle

Angela M. Castle is Vice President and Chief Legal Officer of Olin Corporation, appointed effective March 1, 2025. She previously served as Vice President, General Counsel, North America from February 2024 through February 2025; she joined Olin in 2017 and held multiple roles supporting commercial, supply chain and operations. Prior to Olin, she was Senior Counsel at LyondellBasell (2010–2017). Age: 46. Olin’s 2024 operating context included challenging chemicals markets and softening commercial ammunition demand; the company generated Levered Free Cash Flow of $408.4 million and executed productivity efficiencies >$250 million, while reducing carbon emissions 4% and revising its 2030 reduction target to 35%. These results underpin the pay-for-performance design used for Section 16 officers like the CLO.

Past Roles

Fixed Compensation

• Base salary is fixed compensation reviewed annually by the Compensation Committee considering responsibilities, performance, and market practices; for non-CEO executive officers, the CEO recommends total compensation to the Committee. Olin maintains an independent Compensation Committee advised by independent consultant Exequity.

• Stock ownership guidelines require multiples of base salary: CEO 6x, Senior Vice Presidents 3x, Vice Presidents 2x; executives have five years to attain levels, and as of Dec 31, 2024 all covered executives were in compliance to the extent possible.

• Olin does not provide tax gross-ups to named executive officers and prohibits hedging/pledging of company stock.

Performance Compensation

Short-Term Incentive Program (STIP) – Structure and 2024 Results

• Structure: 80% financial metrics and 20% non-financial goals; corporate metrics are Adjusted EBITDA and Levered Free Cash Flow; divisional metrics include Division Adjusted EBITDA and Division Adjusted Cash Flow; non-financial goals include Safety, Health & Environmental and Strategic Goals.

• 2024 company-wide metric outcomes and payouts (applied to eligible NEOs; illustrates design used for Section 16 officers):

Note: For 2024 Adjusted EBITDA, special charges excluded included $33.3 million restructuring and $126.3 million related to Hurricane Beryl.

Long-Term Incentives (LTIs) – Design and Vesting

• 2025 mix: 60% Performance Share Units (PSUs) and 40% time-vested RSUs; intended to increase performance-conditioned pay and executive retention; PSUs granted in 2025 include double-trigger vesting in the event of a change in control.

• 2024 PSU design (applies to NEOs; indicative for Section 16 officers): 50% relative TSR vs S&P 1500 Materials plus Huntsman; 50% Net Income goals (annual goals 20% weight each; three-year cumulative 40%).

• Stock options: typically vest in three equal annual installments; 10-year term; for 2024 awards, exercise price set at $52.29 (average of high/low on grant date); first installment vests beginning February 22, 2025.

Equity Ownership & Alignment

Employment Terms

Olin maintains Executive Severance Plans for Section 16(b) officers (Severance Plan and Change-in-Control Severance Plan). Key terms:

• Severance without cause (not in connection with change-in-control): 12 monthly installments equal to annual salary plus target annual cash incentive; pro-rated current-year STIP based on actual performance; pro-rata PSUs based on actual results (paid at normal timing); medical/dental/life benefits at active rates for 12 months; outplacement up to 12 months; payment of any unvested Retention Bonus; restrictive covenants apply during severance period.

• Severance in connection with change-in-control (double trigger): Lump sum of 2x salary + target bonus (3x for CEO Lane); pro-rated current-year STIP at target; full vesting/payment of unvested PSUs at target; full vesting of unvested RSUs at maximum; vesting of unvested options; medical/dental/life benefits continuation for 24 months (36 months for CEO); payment of any unvested Retention Bonus; clawback and restrictive covenants apply; Code Section 280G “best net after-tax” approach to avoid excise tax inefficiency.

• Clawback: Recover incentive compensation in case of financial restatement that would have lowered payments/awards; applies to Section 16 officers.

• Non-compete/non-solicit and non-disparagement: Required under separation release; confidentiality obligations extend beyond employment.

Compensation Peer Group (Benchmarking)

• Comparator group used for 2024 decisions included 21 chemicals and materials peers, including Albemarle, Celanese, CF Industries, Dow-related companies, Ecolab, Huntsman, PPG, Sherwin-Williams, Westlake, etc.; Compensation Committee uses this data for market-competitive design, with independent consultant Exequity.

Performance & Track Record

• 2024 highlights relevant to pay outcomes: Levered Free Cash Flow $408.4 million; share repurchases ~5.9 million shares in 2024 and ~$2.6 billion since 2021 for 49.6 million shares (~31% of shares outstanding); productivity efficiencies >$250 million; safety improvements in Winchester; 4% carbon emission reduction and 2030 target revised to 35%; non-financial STIP goals earned 16% of target in aggregate.

Risk Indicators & Red Flags

• Hedging/pledging prohibited; no shares pledged by directors/executive officers as of record date, reducing misalignment/forced-selling risks.

• No option repricing; no tax gross-ups; formal clawback and stock ownership guidelines—shareholder-friendly structures.

• Executive compensation program received 96.6% say-on-pay support in 2024, indicating broad shareholder acceptance.

Say-On-Pay & Shareholder Feedback

• 2024 say-on-pay approval: ~96.6% of shares voted in support; the Compensation Committee viewed this as broad endorsement and continues to evaluate program design.

Investment Implications

• Alignment: Prohibitions on hedging/pledging, robust ownership guidelines (VP 2x salary), clawback, and no tax gross-ups collectively indicate strong alignment with shareholders and disciplined governance for Section 16 officers such as the CLO.

• Retention vs. performance: 2025 shift to 60% PSUs and 40% RSUs increases performance-conditioned pay while enhancing retentive value; double-trigger vesting on PSUs under change-in-control reduces windfall risk and preserves talent in strategic events.

• Pay-for-performance sensitivity: STIP relies on Adjusted EBITDA and Levered FCF, which were below thresholds in 2024 at the corporate level, reducing payouts and reinforcing accountability; divisional metrics paid selectively (Winchester EBITDA/Cash Flow), highlighting cyclicality impact on realized incentives.

• Monitoring: For trading signals, watch PSU performance drivers (relative TSR vs. S&P 1500 Materials + Huntsman; annual/cumulative Net Income goals) and any future filings detailing the CLO’s specific grants, as well as continued share repurchases and free cash flow strength that historically correlated with capital returns.

Note: Olin’s proxy discloses compensation frameworks and outcomes for named executive officers and Section 16 officers. Specific 2025 grant amounts or base salary for Angela M. Castle were not disclosed; analysis focuses on the plan design, governance, and economics applicable to her role per company policy and filings.