UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

QUAKER CHEMICAL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

AND PROXY STATEMENT

MEETING DATE

May 8, 201912, 2021

QUAKER CHEMICAL CORPORATION

One Quaker ParkHOUGHTON

901 E. Hector Street

Conshohocken, Pennsylvania 19428

Notice of Virtual Annual Meeting of Shareholders

It is important that your shares be represented at the meeting. You are cordially invitedRegardless of whether you plan to attendparticipate in the virtual shareholders’ meeting, in person. Whether or not you expect to attend in person, you are urged to complete, sign, date and return the enclosed proxy in the envelope we have enclosed for your convenience; no postage is required if mailed in the United States. If you plan to participate in the virtual shareholders’ meeting, please see the instructions on page 1 of the Proxy Statement.

By Order of the Board of Directors,

Robert T. Traub

Senior Vice President, General Counsel

and Corporate Secretary

Conshohocken, Pennsylvania

March 29, 201931, 2021

Important Notice of Availability of Proxy Materials

for Quaker Chemical Corporation’s 2019Houghton’s 2021 Annual Meeting of Shareholders to be held on May 8, 2019.12, 2021.

The Notice of Meeting, Proxy Statement and 2020 Annual Report on Form10-K,

including the CEO’s letter to the shareholders,Shareholders

are available at www.proxyvote.com.

TABLE OF CONTENTS

		20192021 Proxy Statement  |  i

Proxy Statement

This proxy statement is being furnished to our shareholders in connection with the solicitation of proxies on behalf of our Board of Directors for use at our 20192021 Annual Meeting of Shareholders, and at any and all adjournments of the meeting, for the purpose of considering and acting upon the matters referred to in the accompanying Notice of Annual Meeting of Shareholders and which are discussed below. The Annual Meeting of Shareholders will be held live via the Internet at our headquarters, located at One Quaker Park, 901 E. Hector Street, Conshohocken, Pennsylvania 19428,www.virtualshareholdermeeting.com/KWR2021, at 8:3000 A.M., local time, on May 8, 2019. 12, 2021. You will not be able to attend the annual meeting in person.

We believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

The terms “we,” “our,” “us,” the “Company”“Company,” “Quaker” and “Quaker Houghton,” as used in this proxy statement, refer to Quaker Chemical Corporation.Corporation doing business as Quaker Houghton.

This proxy statement, the accompanying form of proxy and a copy of our Annual Report, which includes our Annual Report on Form10-K for the year ended December 31, 20182020 are first being mailed to our shareholders on or about April 3, 2019.2, 2021.

Information Concerning the Annual Meeting

What matters will be voted on at the meeting?

At the meeting, shareholders will vote on threetwo proposals and any other business properly brought before the meeting:

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

Who is entitled to vote?can attend the Annual Meeting?

ShareholdersThis year’s annual meeting will be a virtual meeting of the shareholders conducted via live webcast. The meeting will be followed by a question and answer session. All shareholders of record as of the close of business on March 4, 2019,2021 are invited to participate in the record datemeeting. We have structured our virtual meeting to provide shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

To attend the meeting are entitledplease visit www.virtualshareholdermeeting.com/KWR2021. To participate in the annual meeting, you will need the 16-digit control number included on your notice or on your proxy card.

		2021 Proxy Statement  |  1

Beneficial shareholders who do not have a control number may gain access to noticethe meeting by logging into their broker, brokerage firm, bank or other nominee’s website and selecting the shareholder communications mailbox to link through to the annual meeting; instructions should also be provided on the voting instruction card provided by your broker, bank or other nominee.

Only shareholders with a valid control number will be allowed to ask questions. Questions relevant to meeting matters will be taken and answered during the meeting as time allows, to emulate an in-person question and answer session. Additional information regarding the rules and procedures for participating in the virtual annual meeting will be provided in our meeting rules of and to voteconduct, which shareholders can view during the meeting at the meeting website.

What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you have any technical difficulties or any questions regarding the virtual meeting website, we are ready to assist you. Please call 844-986-0822 (toll-free) or 303-562-9302 (toll and international line). If there are any adjournmentstechnical issues in convening or hosting the meeting, we will promptly post information to our website, https://investors.quakerhoughton.com/event-calendar, including information on when the meeting will be reconvened.

How do I submit a question at the Annual Meeting?

The virtual meeting affords shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/KWR2021 and typing your question into the “Ask a Question” field, and clicking “Submit.” You will need the 16-digit control number that appears on your proxy card.

Beneficial shareholders who do not have a control number should receive instructions from your broker, bank, or other nominee on how to submit questions at the annual meeting.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the “shareholder of record.” The printed copies of the meeting.proxy materials have been sent directly to you by the Company, unless you previously consented to receive all proxy materials electronically via e-mail or the Internet.

If your shares are held in a stock brokerage account, or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the “shareholder of record” of your shares is your broker, bank or other nominee. The printed copies of the proxy materials have been forwarded to you by your broker, bank or other nominee, unless you previously consented to receive all proxy materials electronically via e-mail or the Internet. As the beneficial owner, you have the right to direct your broker, bank or other nominee to vote your shares. The Company urges you to instruct your broker, bank or other nominee on how to vote your shares. Please understand that, if you are a beneficial owner, the Company does not know that you are a shareholder or how many shares you own.

How do I cast my vote if I am a shareholder of record?

You can cast your vote:vote as follows:

	-
		2019 Proxy Statement  |  1

How will my proxy be voted?

If you are a registered holder and your proxy is properly executed, returned and received before the meeting and is not revoked, it will be voted in accordance with your instructions. If you return your signed proxy but do not mark the boxes to show how you wish to vote on a proposal, the shares for which you have given your proxy will, in the absence of your instructions to the contrary, be voted as follows:

If your shares are held in street name through a broker, bank or other nominee for your benefit and your voting instruction form is properly executed, returned and received before the meeting and is not revoked, it will be voted in accordance with your instructions. If you have not furnished voting instructions within a specified period before the meeting, under current New York Stock Exchange (“NYSE”) rules, brokerage firms and nominees that are members of the NYSE may vote their customers’ unvoted shares on “routine” matters but not onnon-routine matters. Under the NYSE rules, routine matters include the ratification of the appointment of our independent registered public accounting firm but do not include the other proposalsproposal on the ballot.

The voting instruction form also grants the proxy holders discretionary authority to vote on any other business that may properly come before the meeting as well as any procedural matters. As of the date of this proxy statement, we do not know of any other matters that will be presented at the meeting.

How many votes are required to approve each proposal, and what are the effects of abstentions and brokernon-votes?

The following table summarizes the vote required for approval of each proposal and the effect on the outcome of the vote of abstentions, uninstructed shares held by brokers (which result in brokernon-votes when a beneficial owner of shares held in street name does not provide voting instructions and, as a result, under the NYSE rules, the institution that holds the shares may not vote those shares on certain proposals) and signed but unmarked proxy cards.

Our Amended and Restated Articles of Incorporation (the “Articles”) provide that, in an uncontested election, a nominee must receive a majority of the votes cast to be elected. A majority of the votes cast means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee. Under our Articles, if an incumbent director who is a candidate for re-election is not elected, the director will be deemed to have tendered his or her resignation to the Board of Directors. The Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken, and the Board of Directors will be required to act on the Governance Committee’s recommendation and disclose its decision and the rationale for the decision. If a nominee fails to receive a majority of the votes cast and the Board of Directors accepts the director’s resignation or the director retires, there would be a vacancy created on the Board of Directors. Our Board of Directors would then have the option under our By-Laws either to appoint someone to fill the vacancy or to reduce the size of the Board of Directors.

This year’s election of directors is an uncontested election of directors. If there were a contested election, then plurality voting, by which directors receiving the highest number of votes, up to the number of directors to be elected in such election, would be elected.

What if a director nominee is unwilling or unable to serve?

We do not expect that to occur. If it does, proxies will be voted for a substitute director nominee designated by our Board of Directors.

		2021 Proxy Statement  |  5

Are dissenters’ rights applicable to any of the matters to be voted on at the meeting?

No. Dissenters’ rights do not apply to any of the matters to be voted on at the meeting.

Who will count the vote?

The Judge of Election appointed at the meeting, together with a representative of Broadridge Financial Solutions, Inc., will serve as the inspector of election.

		2019 Proxy Statement  |  3

Does the Company utilize “householding” for mailing of its proxy materials?

The Securities and Exchange Commission (the “SEC”) permits companies and intermediaries (such as brokers and banks) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivery of a single proxy statement and annual report to those shareholders. This process, which is commonly referred to as “householding,” is intended to reduce the volume

Proposal 1 – Election of Directors and Nominee Biographies

What is the makeup of the Board of Directors?

The Quaker Articles of Incorporation divide our Board of Directors into three classes, each consisting, as nearly as possible, ofone-third of the directors. The shareholders elect the members of one class each year to serve for a term of three years. Directors elected to fill vacancies and newly created directorships serve for the balance of the term of the class to which they are elected. Currently, there are eighteleven directors, twothree directors in Class I and threefour directors in each of Class II and Class III. The current terms of the Class IIIII directors expire at the 20192021 annual meeting of shareholders. At the 20192021 annual meeting, threefour Class IIIII directors are to be elected with each member to serve a three-year term expiring in 20222024 and until his or her successor is duly elected and qualified. The current terms of the three directors in Class I expire at the 2023 annual meeting and the current terms of the four directors in Class III expire at the 2022 annual meeting.

Are there any members of the class of directors to be elected at the meeting who are not standing for reelection?

No.

Who are the Board’s nominees this year?

Messrs. Mark A. Douglas and William H. Osborne,Michael F. Barry, Jeffry D. Frisby, Michael J. Shannon and Ms. Fay WestCharlotte C. Decker are the nominees for election to the Board of Directors as Class IIIII members. Each nominee, if elected, would hold office until our 20222024 annual meeting of shareholders and until his or her successor is duly elected and qualified. Mr. Barry has previously announced his plans to retire as President and Chief Executive Officer effective at the end of 2021. Mr. Barry is expected to serve his three-year term as a director and will retain the role of Chairman of the Board following his retirement.

Below is information about our nominees for election to the Board as Class IIIII members, including descriptions of their qualifications and their business experience and directorships over the past five years:

Mark A. Douglas,Michael F. Barry, 62

		Director Since: 2008 Chairman of the Board Chief Executive Officer and President

DIRECTOR QUALIFICATION HIGHLIGHTS

•

Extensive and valuable experience acquired through his critical leadership positions within Quaker Houghton

•

Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development and manufacturing

•

Complementary experience and continuing education in corporate governance through his service on the board of other public companies

Mr. Barry has been our Chief Executive Officer and President since October 2008 and our Chairman of the Board since May 2009. He has held leadership and executive positions of increasing responsibility since joining the Company in 1998, including Senior Vice President and Managing Director–North America from January 2006 to October 2008; Senior Vice President and Global Industry Leader–Metalworking and Coatings from July to December 2005; Vice President and Global Industry Leader–Industrial Metalworking and Coatings from January 2004 to June 2005; and Vice President and Chief Financial Officer from 1998 to August 2004. As previously announced, on February 24, 2021, Mr. Barry informed the Board that he plans to retire as our Chief Executive Officer and President on December 31, 2021. Since 2018, Mr. Barry has also served as a director of Livent Corporation and from 2010 to 2020, he served as a director at Rogers Corporation.

Charlotte C. Decker, 56

 

 

		Director Since: 2020 Audit Committee Chief Information Technology Officer of UAW Retiree Medical Benefits Trust

DIRECTOR QUALIFICATION HIGHLIGHTS

•

25+ years of information technology experience across several major industries

•

Extensive experience in cybersecurity and information technology

•

Experience in financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning, mergers and acquisitions, technology and science, and manufacturing

•

Complementary experience and continuing education in corporate governance through her service on the board of another public company

Ms. Decker has been the Chief Information Technology Officer of the UAW Retiree Medical Benefits Trust, the largest non-governmental purchaser of retiree health care in the United States, covering over 632,300 members, since December 2014. Prior to joining UAW, Ms. Decker served as an IT Management Consultant at Data Consulting Group (DCG), a privately held, minority-owned corporation offering a wide range of management consulting, staff augmentation and outsourcing services, from August 2014 until December 2015. Prior to joining DCG, Ms. Decker served as Vice President and Chief Technology Officer of Auto Club Group, a not-for-profit organization, which provides more than 59 million members with automotive, travel, insurance and financial services through its federation of 34 motor clubs and nearly 1,100 branch offices across North America, from September 2008 through June 2014. Ms. Decker has over 25 years of information technology experience through various leadership positions, including 18 years at Ford and General Motors. Both Ford and General Motors are multinational corporations that design, manufacture, market and distribute vehicles worldwide. Ms. Decker also currently serves as a director of the Federal Home Loan Bank of Indianapolis where she is Chair of the Information Technology Committee.

		2021 Proxy Statement  |  9

The Board believes that, in addition to the information presented above regarding each director nominee’s specific experience, qualifications, attributes and skills, each director nominee has significant leadership experience derived from his or her professional experience and has a reputation for integrity and honesty and adheres to high ethical standards. These attributes have led the Board to conclude that each of the nominees should continue to serve as a director of Quaker Houghton. The process undertaken by the Company’s Governance Committee in recommending these nominees is described below under the heading “Governance Committee Procedures for Selecting Director Nominees.”

The Board recommends that you vote “FOR” the election of Michael F. Barry, Charlotte C. Decker, Jeffry D. Frisby and Michael J. Shannon as directors of Quaker Houghton.

		2021 Proxy Statement  |  11

Biographies of Continuing Directors

Below is information about our incumbent directors who were elected as Class III members of the Board in 2019 and whose terms expire in 2022, including descriptions of their qualifications and business experience and directorships over the past five years:

Mark A. Douglas, 58

		Director Since: 2013   AuditGovernance Committee (Chair) GovernanceSustainability Committee   President and Chief OperatingExecutive Officer, of FMC Corporation

DIRECTOR QUALIFICATION HIGHLIGHTS

 

•

Management experience of a global chemical business

 

•

Experience in accounting/finance, industrial marketing, organizational development, global organizations, strategic planning, corporate development, technology and science

•

Complementary experience and continuing education through his service on the boards of both public and private companies

Mr. Douglas has been President and Chief OperatingExecutive Officer of FMC Corporation since June 1, 2018.2020. FMC is a diversified chemicalan agricultural sciences company serving agricultural, industrialthat advances farming through innovative and consumer markets globally for more than a century with innovative solutions, applicationssustainable crop protection technologies. He previously served as President and quality products. He previouslyChief Operating Officer of FMC from June 2018 until May 31, 2020. Prior to that role, he was President, FMC Agricultural Solutions from October 2012 through May 2018, President, FMC’s Industrial Chemicals Group from January 2011 to September 2012 and Vice President, Global Operations and International Development from March to Decemberin 2010. Before joining FMC, Mr. Douglas held various senior management positions with Dow Chemical, a leader in specialty chemicals delivering products and solutions to sectors such as electronics, water, energy and coatings. He was Vice President, President–Asia, Dow Advanced Materials from April to December 2009. Prior to that, he was based in Shanghai, China as Corporate Vice President, President–Asia of Rohm and Haas Company, a chemical manufacturing company, from March 2007 to April 2009. Mr. Douglas currently serves as a director of FMC Corporation and Crop Life International. He also serves on the board of trustees of the Pennsylvania Academy of Fine Arts.

Sanjay Hinduja, 56

		Director Since: 2019 Governance Committee Chairman of Gulf Oil International Limited

DIRECTOR QUALIFICATION HIGHLIGHTS

•

Experience in accounting/finance, financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning and mergers and acquisitions

•

Complementary experience and continuing education through his service on the board of private companies

Mr. Hinduja has been Chairman of Gulf Oil International Limited, which is part of the privately controlled Hinduja Group of Companies, since February 2001. He has been employed by the Hinduja Group of Companies since January 1988 and has been responsible for leading Gulf Oil’s global strategy and expansion. He was the Non-Executive Chairman of Gulf Oil Corporation Limited from August 2005 until September 2014. He currently serves as a member of the board of directors of Gulf Oil International Middle East Limited, Gulf Oil Middle East Limited, Gulf Oil Philippines Inc., Sangam Limited, Gulf Oil Marine Limited, and also serves as the Chairman of Gulf Oil Lubricants India Limited. Mr. Hinduja served as Chairman of Houghton International Inc. from January 2013 until its combination with Quaker Chemical Corporation. Mr. Hinduja currently serves as a trustee of the Hinduja Foundation UK, which is responsible for the Hinduja Family philanthropic activities in the UK.

Biographies of Continuing Directors

Below is information about our other incumbent directors who were elected as Class I members of the Board in 20172020 and whose terms expire in 2020,2023, including descriptions of their qualifications and business experience and directorships over the past five years:

Robert E. Chappell,Donald R. Caldwell, 74

 

 

		Director Since: 1997   GovernanceLead Director Audit Committee (Chair) ExecutiveCompensation and Human Resources Committee   Former Chairman and Chief Executive Officer of The Penn Mutual Life Insurance CompanyCross Atlantic Capital Partners, Inc.

DIRECTOR QUALIFICATION HIGHLIGHTS

 

•

Deep financial, entrepreneurial and business expertise perspective, especially on strategic and financial matters

•

Experience in accounting/finance, financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning and corporate development

 

•

Complementary experience and continuing education in corporate governance, through his servicefinance and strategy as a member of the boards and board committees of directors of anotherother public companycompanies

Mr. Chappell was theCaldwell, an experienced and successful investor, co-founded Cross Atlantic Capital Partners, Inc., a venture capital management company, and has served as its Chairman of The Penn Mutual Life Insurance Company, a mutual life insurance company providing life insurance and annuity products, from January 1997 to June 2013 when he retired; its Chief Executive Officer since 1999. He was Chief Executive Officer of InsPro Technologies Corporation, a company that focuses on providing a policy administration software solution in the insurance industry, one of Cross Atlantic Capital Partners’ portfolio companies from April 1995January 2015 to October 2017. Previously, he was President and Chief Operating Officer of Safeguard Scientifics, Inc., a holding company with investments in the growth-stage technology and life sciences businesses, from February 1996 to February 2011;1999. He has been our Lead Director since 2016. He is a director of Lightning Gaming, Inc., a Cross Atlantic Capital Partners’ portfolio company. In addition, he is currently a director of Haverford Trust Company and its President from January 2008 to March 2010. Mr. Chappell hasa director and Chairman of the Board of Simplicity Esports and Gaming Company (formerly known as I-AM Capital Acquisition Company). He served as a director of CSS Industries,Fox Chase Bancorp. Inc. since 2012 andfrom October 2014 to July 2016. He also servesserved as a trusteedirector and Chairman of The Penn Mutual Life Insurance Company.InsPro Technologies Corporation from 2008 to 2020, a director of Rubicon Technology, Inc. from February 2001 to November 2017, and as a director of Amber Road Inc., from March 2005 to December 2016.

Robert H. Rock, 6870

 

 

		Director Since: 1996   Compensation and Human Resources Committee (Chair) ExecutiveGovernance Committee   Chairman and Chief Executive Officer of MLR Holdings, LLC

DIRECTOR QUALIFICATION HIGHLIGHTS

 

•

Experience in organizational development, global organizations, governance, strategic planning and corporate development

 

•

Complementary experience and continuing education through his service on the boards of both public and private companies

Mr. Rock has been Chairman and Chief Executive Officer of MLR Holdings, LLC, an investment company operating in the publishing and information industry, since January 2015, having also served as President of MLR Holdings, LLC (and its predecessor, MLR Publishing Company) since 1989. Previously, he was Chairman of The Hay Group, a management consulting firm, from 1984 to 1987. He currently is a trustee of The Penn Mutual Life Insurance Company.

14  |  2021 Proxy Statement		2019 Proxy Statement  |  9Quaker Houghton

Below is information about our other incumbent directors who were elected as Class II members of the Board in 2018 and whose terms expire in 2021, including descriptions of their qualifications and business experience and directorships over the past five years:

Michael F. Barry, 60Ramaswami Seshasayee, 72

 

 

		Director Since: 20082019   Chairman of the Board ExecutiveCompensation and Human Resources Committee   Former Managing Director and Chief Executive Officer and President of Ashok Leyland Limited India

DIRECTOR QUALIFICATION HIGHLIGHTS

 

•

ExtensiveExperience in accounting/finance, financial reporting, risk assessment, industrial marketing, organizational development, global organizations, governance, strategic planning, mergers and valuable experience acquired through his various leadership positions within Quakeracquisitions, technology and science, and manufacturing

 

•

Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development and manufacturingexperience in the transportation industry

 

•

Complementary experience and continuing education in corporate governance through his service as a member of the board of directors of other public companies

Mr. Barry has been our Chief Executive Officer and President since October 2008 and our Chairman of the Board since May 2009. He has held leadership and executive positions of increasing responsibility since joining Quaker in 1998, including Senior Vice President and Managing Director–North America from January 2006 to October 2008; Senior Vice President and Global Industry Leader–Metalworking and Coatings from July to December 2005; Vice President and Global Industry Leader–Industrial Metalworking and Coatings from January 2004 to June 2005; and Vice President and Chief Financial Officer from 1998 to August 2004. Mr. Barry currently serves as a director of Rogers Corporation and Livent Corporation.

Donald R. Caldwell, 72

		Director Since: 1997 Lead Director Executive Committee (Chair) Audit Committee Compensation Committee Chairman and Chief Executive Officer of Cross Atlantic Capital Partners, Inc.

DIRECTOR QUALIFICATION HIGHLIGHTS

•

Deep financial, entrepreneurial and business expertise perspective, especially on strategic and financial matters

•

Experience in financial reporting, risk assessment, strategic planning and corporate development

•

Complementary experience and continuing education in corporate governance, finance and strategy as a member of the boards and board committees of other public companies

Mr. Caldwell, an experienced and successful investor,co-founded Cross Atlantic Capital Partners, Inc., a venture capital management company, and has served as its Chairman and Chief Executive Officer since 1999. He was Chief Executive Officer of InsPro Technologies Corporation, a company that focuses on providing a policy administration software solution in the insurance industry, one of Cross Atlantic Capital Partners’ portfolio companies from January 2015 to October 2017. Previously, he was President and Chief Operating Officer of Safeguard Scientifics, Inc., a holding company with investments in the growth-stage technology and life sciences businesses, from February 1996 to February 1999. He has been our Lead Director since 2016. He is a director and Chairman of the Board of InsPro Technologies Corporation and a director of Lightning Gaming, Inc., both of which are Cross Atlantic Capital Partners’ portfolio companies. In addition, he is currently a director of Haverford Trust Company and a director and Chairman of the Board of Simplicity Esports and Gaming Company (formerly known asI-AM Capital Acquisition Company). He served as a director of Fox Chase Bancorp. Inc. from October 2014 to July 2016. He also served as a director of Rubicon Technology, Inc. from February 2001 to November 2017, and as a director of Amber Road Inc., from March 2005 to December 2016, both of which are a Cross Atlantic Capital Partners portfolio companies.

Corporate Governance

Leadership Structure

Quaker’sQuaker Houghton’s business is conducted by its officers, managers and associatesemployees under the direction of the Chief Executive Officer (“CEO”) and with oversight by the Board of Directors. The Company’s CEO ishas historically also been the Chairman of the Board of Directors. The Board has long held that,because, given Quaker’sQuaker Houghton’s size and management structure prior to the Combination, the Board had concluded that this combination of roles was more effective. However, in light of the significant growth in the size and complexity of the Company and Mr. Barry’s decision to retire at the end of this year, the Board has concluded that it is bestappropriate, after Mr. Barry’s retirement, to combineseparate the roles of CEO and Chairman of the Board and CEO.Board. The Board believes having one leader servinghas commenced a comprehensive search for his successor that will include both internal and external candidates. To facilitate an effective and orderly transition of the CEO position, the Board intends to enter into an agreement with Mr. Barry for him to provide consulting services and strategic advice for a period after his retirement. Assuming Mr. Barry is re-elected as botha director at the annual meeting, the Board also intends that he remain as Chairman following his retirement in light of his substantial knowledge of the Company through his longstanding service and leadership as President and CEO provides decisive and effective leadership.as a director as well as his wealth of organizational, operational and risk management expertise.

The Board of Directors has also appointed an independent Lead Director. The Lead Director rotates on a biennial basis unless the Board determines that the reappointment of the Lead Director at the end of atwo-year term is in the best interests of the Company. The Lead Director serves as the liaison between the Chairman/CEO and the Board of Directors.Directors and will continue to do so after the roles of Chairman and CEO have been separated beginning in 2022. The Lead Director also ensures that the respective responsibilities of the directors and the Chairman/CEOChairman are understood; collaborates with the Chairman/Chairman and CEO to ensure the appropriate flow of information to the Board; works with the Chairman/CEOChairman to develop the agendas for Board meetings; coordinates and develops the agenda for and presides over sessions of the Board’s independent directors; ensures appropriate minutes are kept of such meetings and, as appropriate, communicates to the Chairman/Chairman and CEO the substance of such discussions. Mr. Donald R. Caldwell is currently thehas served as our Lead Director having beensince 2016 and was reappointed to the position for atwo-year term onin May 9, 2018.2020.

Director Independence

In accordance with NYSE rules, the Board affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted which include all elements of independence set forth in the NYSE listing standards. The Company’s director independence standards are described in the Company’s Corporate Governance Guidelines.

On an annual basis, each director and executive officer is obligated to disclose, among other things, any transactions with the Company in which the director (or any organization of which the director is a partner, shareholder or officer) or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Based on the Company’s adopted independence standards and the information provided by the directors, the Board determined at its meeting held on February 26, 2019,24, 2021, that allnon-employee directors who served in fiscal 2018,2020, as well as each nominee for director and thosenon-employee directors who will continue to serve after our 20192021 annual meeting of shareholders, are independent within our guidelines and have no material relationship with the Company as defined by our guidelines. The Company’s independentnon-employee directors are Donald R. Caldwell, Robert E. Chappell,Charlotte C. Decker, Mark A. Douglas, Jeffry D. Frisby, Sanjay Hinduja, William H. Osborne, Robert H. Rock, Ramaswami Seshasayee, Michael J. Shannon and Fay West. William R. Cook, who servedWith respect to Mr. Osborne, the Board

considered the scope and nature of the business Quaker Houghton transacts with The Boeing Company, a company at which Mr. Osborne is currently serving as Senior Vice President of Operations and Total Quality for Boeing Defense, Space & Security (BDS), one of The Boeing Company’s three business units, as further discussed under “Certain Relationships and Related Party Transactions,” and determined per the Company’s Corporate Governance Guidelines that the transactions are not material to him and do not impair his independence or present a conflict of interest on his part in connection with his service on the Board in 2018 until his retirement on May 9, 2018, was also an independentnon-employee director.Board.

Based on the Company’s independence standards, the Board has affirmatively determined that Michael F. Barry is not independent because he currently serves as an executive officer of the Company. There are no family relationships between any of the Quaker Houghton directors, executive officers or nominees for election as directors.

Governance Committee Procedures for Selecting Director Nominees

The Governance Committee’s goal is to assemble a Board that brings to Quaker Houghton a variety of perspectives and skills derived from high quality business and professional experience. The current composition of the Board includes directors (including those nominated for reelection this year) with complementary skills, expertise and experience such that the Board, on the whole, has competence and experience in a wide range of relevant areas.

When identifying and evaluating nominees for director, the Governance Committee first examines whether current members of the Board are willing to continue their service. Current members of the Board with skills and experience that are relevant and who are willing to continue to serve are considered for renomination, balancing the value of continuity of service with that of obtaining a new perspective. If a current member does not choose to stand for reelection, the Governance Committee will not recommend that director for reelection. If the Governance Committee recommends an increase in the membership of the Board, it will identify the experience and personal capacities desired and will seek suggestions as to nominees from the current Board membership. In addition, and as has been done in the past, the Governance Committee may engage third parties to assist in the identification or evaluation of potential director nominees.

		2019 Proxy Statement  |  13

All but one of our continuing directors are independent and our Board has a mix of relatively newer and longer-tenured directors. The charts below show board makeup by various characteristics:

Shareholder Nominations and Recommendations

The Company’s RestatedBy-Laws(“By-Laws (“By-Laws”) describe how shareholders may nominate candidates for election to our Board of Directors. For our 20202022 annual meeting of shareholders, shareholders may nominate a candidate for election to our Board only by sending written notice to our Corporate Secretary at our principal office at One Quaker Park, 901 E. Hector Street, Conshohocken, Pennsylvania 19428. This notice must be received on or before February 8, 2020,12, 2022, but no earlier than January 9, 202013, 2022 (except that if the date of the 20202022 annual meeting of shareholders is more than 30 days before or more than 60 days after the anniversary date of the 20192021 annual meeting, this notice must be received no earlier than the close of business on the 120th day before the date of the 20202022 annual meeting and not later than the close of business on the later of the 90th day before the date of the 20202022 annual meeting or, if the first public announcement of the date of the 20202022 annual meeting is less than 100 days before the date of the meeting, by the 10th day after the public announcement).

In addition to a shareholder’s ability to nominate candidates to serve on our Board as described above, shareholders also may recommend to the Governance Committee a prospective nominee for its consideration. The Governance Committee will consider timely recommendations received from shareholders regarding director nominee candidates and accompanied by sufficient information to enable the Governance Committee to assess the candidate’s qualifications, along with confirmation of the candidate’s consent to serve as a director if elected. Such recommendations should be sent to our Corporate Secretary at our principal office. Any recommendation received from a shareholder after January 1 of any year is not assured of being considered for nomination in that year. The Governance Committee applies the same criteria in evaluating candidates nominated by shareholders as it does in evaluating candidates identified by Company sources. No shareholder or group of shareholders recommended a director nominee for election at Quaker’s 2019 annual meeting of shareholders.Quaker Houghton’s 2021 Annual Meeting.

Board Oversight of Risk

WhileThe Board is responsible for the Board hasoverall oversight of the ultimate oversight responsibility forCompany’s risk management consistentpractices. The Board regularly reviews the material risks associated with Quaker’sthe Company’s business plans and operations as part of its oversight of the Company’s strategic direction and ongoing activities. Systemic risk oversight is a function of the full Board, with the full Board retaining primary oversight of certain key risks, including those associated with our strategic plan, capital structure and development activities and those associated with significant external events. Consistent with the Company’s By-Laws, the Board has delegated muchoversight of the Company’s management of material risks within committees’ areas of responsibility for risk management to the standing Committees ofAudit Committee, the Board. Compensation and Human Resources Committee, and the Sustainability Committee as applicable.

The Audit Committee has oversight over financial risks, such as financial reporting and internal controls; compliance risks, including oversight of the compliance program and disposition of certain complaints and/or violations of the Code of Conduct and Financial Code of Ethics; and operational risk, such as loss of property, cyber-security, business interruption and other exposures traditionally mitigated through insurance products.

In addition, the Compensation/Management DevelopmentThe Compensation and Human Resources Committee is responsible for developing a balanced compensation system for all employees, including appropriate long-term and short-term incentive compensation targets that encourage a level of risk-taking behavior consistent with the overall financial/strategic goals of the Company, as well as oversight of the management, development and succession processes. Finally, from time

The Sustainability Committee is responsible for monitoring and evaluating the Company’s approach to time, Quaker faces othersustainability and assisting in the integration of sustainability planning into the Company’s business planning and strategy, risk management, process and culture. Accordingly, the Sustainability Committee has oversight over risks material to its business and,that are potentially implicated in thoseconnection with sustainability matters.

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Throughout 2020, the Board exercised continuous oversight of the Company’s strategy and response to the COVID-19 pandemic, particularly with respect to the social, IT environment/information security and financial challenges presented, receiving frequent updates from management not only in regular meetings but also through the receipt of periodic information throughout the year. This regular dialogue and access to information provided the Board with tools to effectively exercise its oversight function and provide leadership and support to management during unprecedented times.

Communications with the Board of Directors; Corporate Governance Guidelines

Shareholders or other interested parties may communicate with any of our directors, includingnon-management directors, by writing to them c/o Robert T. Traub, Senior Vice President, General Counsel and Corporate Secretary, at the address set forth above.below. All communications received will be forwarded to the Governance Committee and the addressee. The Board believes it is management’s role to speak for Quaker Houghton and, accordingly, any such communication received will be shared with the Chief Executive Officer and other executive officers, as appropriate. The Company has adopted Corporate Governance Guidelines and other governance materials. Our Code of Conduct, Financial Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines and Audit, Compensation/Management DevelopmentCompensation and Human Resources, Governance and Sustainability Committee Charters have been posted on and are available free of charge by accessing the Investor Relations/Investors/Corporate Governance section of our website athttps://www.quakerchem.comwww.quakerhoughton.com or by written request addressed to Quaker Chemical Corporation, One Quaker Park,Houghton, 901 E. Hector Street, Conshohocken, Pennsylvania 19428, Attention: Victoria K. Gehris, Assistant Secretary. The references to our website contained in this proxy statement are for informational purposes, and the content of the website is not incorporated by such references in this proxy statement.

Code of Conduct

The Company has a compliance program, the governing documents of which include a Code of Conduct (which is applicable to all of the Company’s directors, executive officers and employees) and a Financial Code of Ethics for Senior Financial Officers (which is applicable to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Global Controller, Senior Treasury Analyst, each Controller at majority-owned affiliates, Assistant Controller, and other individuals performing similar functions designated by the Board). The Company’s compliance program embodies the Company’s global principles and practices relating to the ethical conduct of the Company’s business and its longstanding commitment to fairness, honesty, integrity and full Company compliance with all laws affecting the Company’s business.

The Company’s compliance program includes a means for employees, customers, suppliers, shareholders and other interested parties to submit confidential and anonymous reports of suspected or actual violations of the Company’s Code of Conduct or the Financial Code of Ethics for Senior Financial Officers relating, among other things, to:

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Any employee, shareholder or other interested party can call the Quaker Houghton Hotline at1-800-869-9414 or1-503-747-1970 from outside the United States. The Quaker Houghton Hotline is a toll-free telephone line dedicated solely to receiving questions and concerns and directing them to the appropriate authority for action. All calls are answered by an independent third-party service available 24 hours a day, seven days a week. Alternatively, any employee, shareholder or other interested party may report such activity or issues viahttps://quakerchem.ethicspoint.com,quakerhoughton.ethicspoint.com, an independent third-party provider. At that website, an interested party will be provided with a case number, which will allow the individual to request afollow-up. To further track the case, one may also request a login and password, which will allow the individual tofollow-up on the case as necessary.

The Audit Committee oversees the administration of the Company’s compliance program and is directly responsible for the disposition of all reported violations of the Financial Code of Ethics for Senior Financial Officers and complaints received regarding accounting, internal accounting controls or audit matters. In addition, the Audit Committee is responsible for the disposition of all violations of (and approves any requested waivers to) the Code of Conduct for directors and executive officers and for the disposition of other serious violations of the Code of Conduct. No such waivers were requested in 2018.2020. We maintain a current copy of our Financial Code of Ethics for Senior Financial Officers and will promptly post any amendments to or waivers of our Financial Code of Ethics for Senior Financial Officers on our website athttps://www.quakerchem.comwww.quakerhoughton.com under the heading Investors/Corporate Governance.

Employee, Officer and Director Hedging

As described in the Company’s Policy Relating to Confidentiality of Information and Insider Trading in Securities, all directors, officers and employees of Quaker Houghton and its subsidiaries, may not participate in hedging type activities in Quaker Houghton stock, including trading in puts, calls or similar options on Quaker Houghton stock or selling Quaker Houghton stock “short.” Such individuals may, however, receive and exercise stock options granted to them by Quaker Houghton.

Quaker Houghton At-A-Glance

On August 1, 2019, Quaker Chemical Corporation completed its combination (the “Combination”) with Houghton International Inc. (“Houghton”). Quaker Houghton is a global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge, and customized services. With approximately 4,200 employees, including chemists, engineers and industry experts, and robust research and development, we seek to help our customers optimize processes, reduce costs, advance safety and sustainability, and advance progress.

During the year ended December 31, 2020, Quaker Houghton achieved net sales of $1,417.7 million, net income of $39.7 million and gross margin of 36.2%. These results reflect challenging market conditions primarily resulting from the COVID-19 pandemic, but operating margins remained strong and improved year-over-year and the Company continued to make excellent progress on its integration and cost synergies initiatives.

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Commitment to Sustainability

We, at Quaker Houghton, understand that we have a great responsibility to act sustainably towards our environment, communities, colleagues and customers. At its core, sustainability focuses attention on meeting the needs of the present while managing environmental, social and economic concerns in a responsible and ethical manner so that future generations are healthy and successful.

In 2020, we dedicated additional resources towards our Sustainability Program and have established a Board Sustainability Committee, consisting entirely of independent directors, all of whom have substantial relevant industry experience as well as expertise in sustainability matters, and an executive Sustainability Steering Committee that includes, among others, our Chief Strategy Officer and Corporate Manager of Sustainability, to drive further progress. Both Committees met multiple times throughout the year to provide oversight on strategy, disclosure alignment and governance.

The Company achieved significant progress on increasing our reporting transparency in 2020. In addition to substantially increasing relevant data, our 2020 Sustainability Report (available on our website at: https://www.quakerhoughton.com/sustainability) aligns to Sustainability Accounting Standards Board (SASB) Chemical Industry Standards and references standards from the Global Reporting Initiative (GRI). We have also issued a statement of support for the Task Force on Climate-related Financial Disclosure (TCFD) and will continue building its core elements into our strategy, governance and disclosure. We performed a broad-based materiality study and assessment and we expect to further enhance our sustainability reporting in 2021 by preparing a full report in accordance with the GRI framework. Our materiality study (which involved various stakeholders, such as investors, customers, and colleagues) helped us determine areas of strategic focus and new initiatives to implement, as well as how to build them into an integrated management approach.

Our vision for sustainability is “Social, Environmental, Economic Progress. Through uniting our people, expertise and resources we will deliver contributions that result in a better, safer world and make a positive difference in the lives and organizations we touch.”

We will continue to collaborate with our Board and executive committees to finalize our refreshed strategy and initiatives, and anticipate that we will announce our comprehensive program, initiatives, and corresponding goals in 2021. In anticipation of our comprehensive program launch, we are committing to the following climate-related targets: By 2030, we will be carbon neutral in our global operations. Neutrality will be achieved through actions such as enacting energy efficiency and conservation measures, purchasing green power and Energy Attribute Certificates (e.g., Renewable Energy Certificates), as well as neutralizing residual emissions through the use of high-quality carbon offsets. We are also committed to setting science-based targets by 2030, to support the achievement of net zero emissions across our value chain by 2050.

Our approach to sustainability is built on four key pillars, outlined below, that support our vision and align to our core values: (i) live safe; (ii) act with integrity; (iii) drive results; (iv) exceed customer expectations; (v) embrace diversity; and (vi) do great things together. By fostering a culture that exemplifies our core values, we gain, as a company, unique perspectives, backgrounds and varying experiences to ensure its continued long-term success.

Innovating Together for a Better Tomorrow

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Protecting Our Planet

Empowering Our Colleagues and Communities

Sourcing Our Materials Responsibly

Human Capital Management

Quaker Houghton considers its employees as its greatest strength in differentiating our business and strengthening our market positions. We have established core values that are inclusive of embracing diversity and creating a culture where we learn from and are inspired by the many cultures, backgrounds and knowledge of our team members. The Company’s goal is to have an organization that is inclusive of all of its people and is representative of the communities in which we operate. The Company’s core values as listed above embody who we are as a company, guide our decisions and inspire us. Our commitment to these values, in words and actions, builds a stronger Quaker Houghton, and these values guide the Company’s internal conduct and its relationship with the outside world. The Company respects and values all of its employees and believes belonging, inclusion, diversity and equality are essential to drive the Company’s success.

Workplace Safety

The Company is committed to maintaining a strong safety culture and to emphasizing the importance of its employees’ role in identifying, mitigating and communicating safety risks. The Company maintains policies and operational practices that communicate a culture where all levels of employees are responsible for safety. We believe that the achievement of superior safety performance is both an important short-term and long-term strategic goal in managing our operations. The Company emphasizes ten “lifesaving rules” which make a significant difference in preventing serious injuries and fatalities. The Company also requires all employees to regularly complete safety trainings. Additionally, our senior management team is closely involved in our safety programs, incident reviews, and conducts regular reviews of safety performance metrics and reviews the Company’s safety performance during Company-wide meetings.

Talent Management and Retention

Maintaining a robust pipeline of talent is crucial to the Company’s continued success and is a key aspect of succession planning efforts across the organization. The Company’s leadership and human resources teams are responsible for attracting and retaining top talent by facilitating an environment where employees want to show up to work and do great things together. To achieve sustained high performance, Management invests in the development, safety and wellbeing of its employees. Additionally, the Company regularly evaluates its compensation and benefits package, including health and wellness benefits, paid-time off

policies, monetary compensation and educational reimbursements, to ensure that the Company’s total compensation and benefits packages are aligned with our business strategy, organizational culture, and diversity and inclusion philosophy while ensuring we remain competitive in the markets we serve while following local and statutory wage and benefits laws and guidelines.

Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified because they do not relate strictly to historical or current facts, and include statements as to our intents or beliefs, among other things. We caution you not to place undue reliance on our forward-looking statements. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are subject to change based on various important factors, many of which are beyond our control. A major risk is that demand for the Company’s products and services is largely derived from the demand for its customers’ products, which subjects the Company to uncertainties related to their businesses, including our customers’ willingness to participate in our sustainability initiatives and our ability to devote adequate resources to such initiatives. Other major risks and uncertainties include, but are not limited to, significant increases in raw material costs, worldwide economic and political conditions, and other factors related to the Combination, other acquisitions and integration efforts.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, as amended, and in our quarterly and other reports filed from time to time with the SEC. We do not intend to update or revise any forward-looking statements to reflect new information or future events or for any other reason.

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Meetings and Committees of the Board

Our Board of Directors has four standing committees, the Audit, Compensation/Management Development, ExecutiveCompensation and Human Resources, Governance, and Sustainability Committees. Each member of the Audit, Compensation/Management DevelopmentCompensation and Human Resources, Governance Committeeand Sustainability Committees is independent as defined for members of the respective committee in the listing standards of the NYSE and Quaker’sQuaker Houghton’s Corporate Governance Guidelines. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has affirmatively determined that three of the fourall five members of the Audit Committee, including its current Chair, Fay West, meet the criteria for an “audit committee financial expert” as defined by the SEC and that William H. Osborne, although not currently a member of the Audit Committee, also meets this financial expert criteria. The Board of Directors has adopted a charter for each of these committees other than the Executive Committee.committees. Each committee reports its actions to the full Board at the Board’s next regular meeting. A summary of the principal duties of each committee follows the table below.

Time is regularly scheduled at each regular meeting for the independent directors to meet as a separate group. The Lead Director acts as chairperson during these sessions.

Quaker Houghton does not have a formal policy regarding attendance by members of the Board at its annual meeting of shareholders, but all directors are encouraged to attend. In 2018, allAll of the directors attended the annual meetingvirtual 2020 Annual Meeting of shareholders.

Makes recommendations to the Board about external corporate development programs.

Compensation Committee Interlocks and Insider Participation

The individuals who served as members of the Compensation/Management DevelopmentCompensation and Human Resources Committee during the year ended December 31, 20182020 are Robert H. Rock (Chair), Donald R. Caldwell, Jeffry D. Frisby, and William H. Osborne and Ramaswami Seshasayee, each of whom is an “independent” director. No member of the Compensation/Management DevelopmentCompensation and Human Resources Committee was, during 2018,2020, or had previously been, an officer or employee of Quaker Houghton or its subsidiaries nor had any material interest in a transaction with Quaker Houghton or a business relationship with, or any indebtedness to, Quaker Houghton, in each case that would require disclosure under applicable rules of the SEC. During 2018,2020, no executive officer of Quaker Houghton served as a director or a member of the compensation committee of another company, one of whose executive officers served as a member of Quaker’sQuaker Houghton’s Board of Directors or Compensation/Management DevelopmentCompensation and Human Resources Committee.

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Executive Compensation

Compensation Discussion and Analysis

Introduction

The purpose of this Compensation Discussion and Analysis section is to explain to shareholders how and why compensation decisions are made for the executive officers listed in the Summary Compensation Table below. When we use the term “executive officers,” we mean the Named Executive Officers for fiscal 2018,2020, who are Michael F. Barry, Joseph A. Berquist, Jeewat Bijlani, Mary Dean Hall, D. Jeffry Benoliel,and Wilbert Platzer, and Joseph A. Berquist, as well as the Company’s other senior officers.

Executive Summary

Quaker’s Compensation/Management Development Committee (the “Committee”) has implemented executive compensation programs designed to reward performance. The Company is engaged in a highly specialized businessbusinesses with a broad global footprint, requiring a management team with specificunique skills and knowledge. TheQuaker Houghton’s Compensation and Human Resources Committee (the “Committee”) believes that our compensation programs must be competitive in order to attract and retain high-performing executives with the requisite skill set and performance orientation.orientation and has implemented executive compensation programs designed to incentivize high performance.

In fiscal 2018, Quaker’s2020, Quaker Houghton’s executive team successfully managed the Company during the global COVID-19 pandemic and its myriad effects while continuing to post record sales, record cash flow from operating activities,outperform the market and recordnon-GAAP earnings and adjusted EBITDA results. exceed synergy targets related to the Combination. 2020 results include:

For 2020 compensation decisions, Quaker Houghton refined the performance metrics under our Annual Incentive Plan (the “AIP”). The AIP provides eligible employees with the opportunity to earn an almost $26 increase over prior year and another record share price.

In this Compensation Discussion and Analysis, we refer tonon-GAAP earnings per diluted share and adjusted EBITDA, which arenon-GAAP financial measures. A full discussion of our use ofnon-GAAP earnings per diluted share and adjusted EBITDA to enhanceannual incentive award based upon business performance. The AIP includes net income as a reader’s understanding of thekey financial performance of the Company,objective, but also now incorporates other financial and a reconciliation of theseCombination integration measures, to earnings per diluted share and net income, respectively, can be found on pages 30 to 33 in“Non-GAAP Measures” of Item 7 of the Company’s Annual Report on Form10-Kas further described below.

Except for the fiscal year ended December 31, 2018, provided with this proxy statement.

In making decisions about fiscal 2018 salaries andrevised performance targets, the Committee also considered fiscal 2017 corporate performance. Factors affecting the key components of our executive compensation programs for fiscal 2018 were:

Consistent with this approach, we have sought and have received approval from our shareholders regardingfor incentive plans that are usedwe use to attract, motivate, retain and reward our executives. In fact, when two of our incentive plans were presented to the shareholders for approval at the 2016 annual meeting of shareholders, they overwhelmingly approved both plans.

The Committee continually reviews our executive compensation programs to ensure they achieve the desired goals of aligning our compensation practices to performance and pay practices in the Company’s industry and prudent risk taking to achieve sustainable shareholder value creation. The Committee has again determined that the Company’s current compensation programs are not likely to encourage excessive risk taking becausetaking. In reaching that conclusion, the metrics in the Company’sCommittee considered key design elements of our compensation plans are linkedprograms, including that they (i) employ a balanced mix of components of salary and annual and long-term incentives not overly-weighted to corporateshort-term incentives, (ii) use multiple performance as it relates to set budgetary targets and because the plansfactors preventing an overemphasis on any one metric, (iii) are measured against identified peer comparison groups.peers to ensure that they are competitive and reasonable; and (iv) incentive awards are capped at 200% of target.

In addition, at the Company’s 20172020 annual meeting of shareholders, the shareholders overwhelmingly voted, on an advisory basis, to approve the Company’s compensation of our Named Executive Officers. At the same 2017 annual meeting of shareholders, the shareholders also voted to recommend an advisory vote on the Company’s compensation once every three years and the Company has followed this recommendation. Given the significant level of support received in the 2017recent 2020 advisory vote, the Board of Directors and Committee have not made any material changes to our executive compensation policies and decisions since that time.

In this Compensation Discussion and Analysis, we refer to adjusted net income, which is a non-GAAP financial measure. A full discussion of our use of non-GAAP adjusted net income to enhance a reader’s understanding of the financial performance of the Company, and a reconciliation of these measures to net income, respectively, can be found on pages 45 to 49 in “Non-GAAP Measures” of Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, provided with this proxy statement.

In making decisions about fiscal 2020 salaries and performance targets, the Committee also considered fiscal 2019 corporate performance. Factors affecting the key components of our executive compensation programs for fiscal 2020 were:

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General Philosophy

Quaker Houghton, like many companies of similar size, relies on a small group of managers who have the requisite skills and knowledge to enable us to achieve our business strategies, operate as a globally integrated whole and deliver value to our shareholders.

To attract and retain talented senior level managers, we have adopted a compensation approach that:

		2019 Proxy Statement  |  23

the $1 million limit willis now be nondeductible starting in 2018 (subject to exceptions for certain grandfathered arrangements entered into before November 2, 2017)arrangements). While Quaker’s shareholder-approved bonus and incentive plans were previously structured to provide that certain awards could be made in a manner intended to qualify for the performance-based compensation exception, that exception will no longer be available other than with respect to certain grandfathered arrangements. For 2018, despite the elimination of the performance-based compensation exception, the compensation paid to our executive officers (other than Mr. Barry) did not exceed the Section 162(m) limitation. Compensation paid to Mr. Barrycertain executive officers exceeded the Section 162(m) limitation and a portion of this compensation is not deductible by Quaker.Quaker Houghton.

Benchmarking Data

The Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. To assist Quaker Houghton in establishing a total direct compensation package comprising base salary, an annual cash incentive bonus and long-term incentives, the Committee has engaged Willis Towers Watson (“WLTW”), since 2015, a leading global professional services company with specific expertise in the areas of benefits, talent management, rewards, and risk and capital management, as an independent consultant on compensation issues.

Total compensation earned in 20182020 for each Named Executive Officer is reflected in the Summary Compensation Table below.

Allocating Between Current and Long-Term Compensation

The Committee, in seeking to ensure the appropriate focus on performance and risk, has developed, in consultation with WLTW, guidelines for executive officers for allocating the desired total direct compensation package among base salary, an annual cash incentive bonus and long-term incentives. As a general philosophy, these guidelines provide that the higher the position within management the more the executive’s total compensation is dependent on incentive pay and the more thehis or her incentive pay is long-term oriented. This is donedesign aims to better align senior level compensation with the long-term success of the Company. These guidelines are reviewed regularly to ensure their marketplace competitiveness.

The charts below illustrate our guidelines for the general allocation of the compensation components for Mr. Barry and our other executive officers for 2020:

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In the case of Mr. Barry, the guidelines for base salary range from 27% to 41% of total compensation, for annual cash incentive bonus from 20% to 22% of total compensation and for long-term incentives from 39% to 51% of total compensation. The applicable guidelines for our other executive officers for base salary range from 50% to 68% of total compensation, for annual cash incentive bonus from 15% to 21% of total compensation and for long-term compensation from 15% to 30% of total compensation.

Base Salary

Each year, the Committee reviews and discusses the base salaries of our executive officers. The Committee’s final determination of salary increases dependsis based on a number of factors, including market data reported by WLTW, specific position responsibilities and scope, experience and tenure, current job performance and Quaker’sQuaker Houghton’s overall financial results. A Named Executive Officer’s performance and achievement of individual goals established by the Committee are taken into consideration for salary determinations. In the case of some of our foreign-based executive officers, salary increases may be a result of legal mandates of a particular country or region which influence the final determinations of the Committee even when similar increases were not granted to officers of comparable positions residing in the United States. Based on its analysis of all of the factors referenced above, in 2018,2020, the Committee recommended, and the Board approved salary increases for each of the Named Executive Officers, effective March 11, 2018,April 1, 2020, except for Mr. Platzer whose salary increase was effective March 1, 2018.2020. Notwithstanding the approved increases, the Named Executive Officers (other than Mr. Barry, discussed next) and the remaining executives took temporary pay reductions of 10% effective in April of 2020 into September of 2020 to assist in the Company’s managing through the global COVID-19 pandemic. Further, Mr. Barry agreed to a 20% pay reduction for such time period. These reductions were terminated and salaries were restored to levels consistent with the original raises effective in September of 2020. Mr. Barry’s salary increase is described below under the heading “Chief Executive Officer Compensation.” The other Named Executive Officers’ base salary increases and total base salary received for 20182020 are described in the table below:

Annual Cash Incentive Bonus

The second component of the total direct compensation package is the annual cash incentive bonus which is determined under the Globalplan (the Annual Incentive Plan (“GAIP”or the “AIP”). All AIP bonuses are subject to the discretion of the Committee.

The GAIPAIP is intended to provide associatesemployees of Quaker Houghton or its subsidiaries with an opportunity to receive incentive bonuses based on the achievement ofpre-established goals. Bonuses underThe AIP is designed to:

Overview of Performance Metrics

The maximum bonus that an eligible associate may earn underAIP is comprised of financial metrics and integration and operational metrics related primarily to the GAIP for a year isCombination. Target incentive opportunities are based on a percentage of the associate’san employee’s annual base salary. Those percentages for performance during 2018 (resulting in the GAIP payment in early 2019) are shown in the chart below. Thesalary with component bonus earned isopportunity ranging from 0% up to a maximum of 200% based on achievement of both corporate financial and individual objectives. Corporate financial objectivesbusiness performance.

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Financial Metrics

Financial goals are typically determined based on the budget for the coming year with the target bonus for the global corporate portioncomponent set at or around budgeted consolidated net income. For the regional and Global Specialty Business corporate components, the goals were set using a metric of profit before tax (“PBT”).

Regional financial goals for the Company’s three regions (Americas, EMEA, and the APAC region) were based on a target PBT calculation and were measured against the regional budget for the respective region. This regional component of the AIP’s corporate financial goals applies to all AIP participants in the region in which they are located. As with the global financial component, there are three levels of payout for regional financial performance, except that the threshold is set at 80% of the target. The Committee determined that an award of 130.3% of the target award opportunity was earned for the APAC region based on actual PBT performance of $55.4 million versus a target PBT of $52.2 million.

However, in both the Americas and EMEA regions, the Committee, in its discretion, determined an award of 25% of the target award opportunity, as neither region achieved their target levels of PBT (the Americas achieved 50.1% of its $68.9 million target PBT and EMEA achieved 47.9% of its $34.9 million target PBT). In determining the awards for each of these regions, the Committee considered the impacts of COVID-19 and the efforts of employees throughout 2020.

Our Global Specialty Businesses financial component of the AIP applies to all AIP participants in any of the Global Specialty Businesses (Grease, Coatings, Mining, Off-Shore, Metal Finishing and Cans) regardless of geographic location. This component is based on the global financial results for the business in which each AIP participant resides and is based on a budgeted PBT calculation for each particular specialty business and measured against such budget for the year. This component has the same levels as the regional component discussed directly above: (1) threshold (set at 80% of the target, the level at which the bonus pool began to accumulate); (2) target; and (3) maximum.

achievingIntegration and Operational Metrics

For 2020, the targets and performances of the integration metrics were respectively set and measured through December 31, 2020. Under the AIP, annual cash incentive bonuses had historically been determined based on achievement of both corporate financial and individual objectives. However, in place of individual goals, the integration metrics employed were selected for their relationship to driving our new culture and to allow flexibility for the combined businesses and functions to align. The Company set the following target goals for its integration metrics for 2020, each of which was exceeded.

Global Safety Performance

The Company safety goals apply to all AIP participants. Target level is achieved when the total recordable incident rate (“TRIR”) is below target, which was set at the most recently available American Chemistry Council median occupational illnesses and injuries (“OII”) rate, and the Company targets are shown in the table below. OII is defined as the number of employees per 100 full-time employees who have been involved in a recordable illness or injury.

The Company targeted having an overall global OII rate of 0.70 and achieved an excellent 0.52 OII rate. For purposes of a regional role, the Americas, EMEA, and APAC each had a specific OII goal and met or exceeded its respective target goal. Achievement of an OII rate equal to the target will result in an award of 100% of the target award opportunity whereas achievement of an OII rate of less than the target will result in an award of up to a maximum of 200% of the target award.

Global/Regional Customer Retention

The Company targeted having a percentage of lost customers of less than 1.25% due to the Combination. We experienced no loss of customers in 2020 attributable to the Combination, resulting in a payout of 200% of target for this AIP component.

Organization Integration Success

The Company targeted having all integration initiative action items completed on time, within budget and with good quality. This target applied to all AIP participants. The primary measurement was value capture, including cost synergies, and the target value capture was set at $50.2 million. Considerations for achievement above and below the target depended on completion time, quality and alignment to budget. The Company exceeded its goal as it had a total value capture of approximately $58 million with all regions exceeding their targets. The Committee therefore determined that the higher potential individual objective percentage for the CEO is warranted due to his heightened responsibility and experience, and after considering relevant market data. To achieve the maximum regional bonus, regional operating income must exceed budgeted levels and other regional financial andnon-financial goals must be met. In addition, because the total amountCompany achieved an award of an individual’s GAIP bonus can never exceed his or her overall maximum bonus opportunity, if the sum200% of the actual corporate bonus earned and the regional bonus earned exceeds the overall maximum opportunity, the regional bonus earned is limited to the individual’s overall maximum opportunity. The rationale for providing this opportunity to regional executive officers is to reward them withup-side potential in years where there is strong performance in the applicable region but overall corporate performance is lower due to weakness in other regions or other factors negatively impacting the corporate component of the bonus. The specific corporate financial goals and individual goals, respectively, for performance during 2018 are discussed below under the headings “Corporate Financial Goals” and “Individual Goals.”

The following chart shows, as a percentage of base salary, the maximum potential bonus and the bonus amounts payable on target achievement and maximum achievement, allocated between corporate and individual objectives for 2018. The table also shows the percentage and amount of base salary actually paid as a result of achievement during 2018.award.