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.     )

CHASE CORPORATION

295 University Avenue

Westwood, MA  02090

Telephone (781) 332-0700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the annual meeting of shareholders of Chase Corporation will be held at 9:30 a.m. on Tuesday, February 5, 20194, 2020 at the Courtyard Boston Dedham/Westwood, 64 University Avenue, Westwood, MA  02090 for the following purposes:

Only shareholders of record on the books of Chase Corporation at the close of business on November 30, 201829, 2019 are entitled to notice of and to vote at the meeting.

We have elected to provide access to our proxy materials over the internet for the holders of our common stock, which is the only class of voting stock outstanding, under the Securities and Exchange Commission’s “notice and access” rules. Detailed information concerning these matters is set forth in the Important Notice Regarding the Availability of Proxy Materials (the “Notice”), which holders of our common stock have received in the mail, and in this Notice of Annual Meeting of Shareholders and the attached Proxy Statement.

It is important that your shares be represented at the meeting. Therefore, whether or not you plan to attend the meeting, please either vote by telephone or internet (if you hold shares of our common stock) or, if you received printed proxy materials and wish to vote by mail, please promptly sign and return your proxy card in the enclosed envelope. Please review the instructions on each of your voting options described in the attached Proxy Statement as well as in the Notice you received in the mail. If you attend the Annual Meeting and wish to vote your shares in person, your proxy will not be used.

The Board of Directors hopes that all shareholders who can conveniently do so will personally attend the meeting.

SHAREHOLDERS ARE REQUESTED TO SIGN AND DATE THE ACCOMPANYING PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE

CHASE CORPORATION

295 University Avenue

Westwood, MA  02090

Telephone (781) 332-0700

PROXY STATEMENT

December 21, 201820, 2019

The enclosed proxy is solicited by and on behalf of the Board of Directors of Chase Corporation (the “Company”) for the annual meeting of the Company’s shareholders to be held on February 5,  20194,  2020 at 9:30 a.m., and at any adjournment thereof (the “Meeting”).  The cost of solicitation will be borne by the Company.  In addition to solicitation by mail, directors, officers and regular employees of the Company may solicit proxies personally or by telephone.

The authority granted by a duly executed proxy may be revoked at any time before it is exercised by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or by voting in person at the Meeting. Shareholders who attend the Meeting in person will not be deemed thereby to have revoked their proxies unless they affirmatively indicate at the Meeting their intention to vote their shares in person.  Unless a proxy is revoked, the shares represented thereby will be voted as directed.  If no specifications are made, than proxies will be voted "for" the election of the directors nominated by the Board of Directors, "for" the approval, on an advisory and non-binding basis, of the compensation of the Company's named executive officers, "for" the ratification of the appointment of the Company's independent registered public accounting firm, and in accordance with the judgment of the proxy holders as to any other matter that may be properly brought before the Meeting or any adjournment or postponement thereof.

On November 30, 2018,29, 2019, there were 9,402,7069,423,946 outstanding shares of the Company’s common stock, $0.10 par value per share, which is the only class of voting stock outstanding.  Shareholders of record at the close of business on November 30, 201829, 2019 are entitled to vote at the Meeting.  With respect to all matters that will come before the Meeting, each shareholder may cast one vote for each share of common stock registered in his or her name on the record date.

A majority in interest of the Company's common stock outstanding and entitled to vote represented at the Meeting in person or by proxy will constitute a quorum for the transaction of business at the Meeting.   Directions to withhold authority, abstentions, and broker non-votes will be counted as present at the Meeting for purposes of determining the existence of a quorum at the Meeting.  A “broker non-vote” occurs when a registered broker holding a customer’s shares in the name of the broker has not received voting instructions on a matter from the customer and is barred by applicable rules from exercising discretionary authority to vote on the matter and so indicates on the proxy.

The approximate dateWe have elected to distribute our proxy materials for the Annual Meeting to holders of our common stock via the internet under the “notice and access” approach permitted by the rules of the Securities and Exchange Commission (the “SEC”). Accordingly, on whichor about December 20, 2019, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of our common stock that contains instructions on how to access the proxy materials, including this proxy statement and accompanying proxy card will be first sent or givenour annual report to shareholders is December 26, 2018.  The Company’s annual report for the fiscal year ended August 31, 2018 will be sent2019, on the internet. Our annual report to shareholders includes a copy of our annual report on Form 10-K for the same date.fiscal year ended August 31, 2019, as filed with the SEC on November 13, 2019, except for certain exhibits.

If you are a holder of our common stock and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 5, 20194, 2020:

The Notice of Annual Meeting of Shareholders, this proxy statement and the Company's annual report to shareholderssecurity holders are available at https://materials.proxyvote.com/16150R.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of the Company's common stock as of November 30, 201829, 2019 by (i) all persons known to the Company to be beneficial owners of more than 5% of the Company's outstanding common stock, (ii) each of our directors or nominees for director, (iii) each of the executive officers named in our summary compensation table, and (iv) all of our directors and executive officers as a group.

PROPOSAL 1

ELECTION OF DIRECTORS

Nine directors are to be elected at the Meeting.  The Board of Directors recommends that the nine nominees named below be elected as directors.  The directors elected at the Meeting will hold office until the next annual meeting and until their successors are elected and qualified.  When a proxy in the accompanying form is properly executed and returned, unless marked to the contrary, all shares represented by such proxy will be voted for the election of the persons named below.  If any nominee should become unable or unwilling to serve as director, then the persons voting the accompanying proxy may in their discretion vote for a substitute.  The Board of Directors is not presently aware of any reason that would prevent any nominee from serving as a director if elected.

Vote Required

As long as a quorum is present, the nominees for director shall be elected by a plurality of the votes cast at the Meeting by the holders of shares entitled to vote at the Meeting.  Votes may be cast in favor of the election of the nominees for director or withheld; votes that are withheld and broker non-votes will have no effect on the outcome of the election of directors. 

Nominees

The following table contains certain information about the nominees for director, as of the record date, including their business experience, qualifications, and other directorships.  In addition to the qualifications and other attributes presented below, the Company also believes that each of the nominees has demonstrated the personal and professional integrity, good business judgment, adherence to high ethical standards, and commitment to service to the Company that are required of all directors.  All of the current directors’ present terms expire in 2019.  EightAll of the nominees below are current standing directors of the Company. Mr. DeByle is a new director nominee, who was initially introduced to our Executive Chairman through an executive and board recruiting firm and was subsequently interviewed and recommended to the Board by our Nominating and Governance Committee.

Corporate Governance

The Company has long believed that good corporate governance and high corporate ethics are important to ensure that the Company is managed for the long-term benefit of its shareholders.

The Company’s Board of Directors held fivefour meetings during the fiscal year ended August 31, 2018.2019.  Each director attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings held by committees of the Board on which he or she served.  The Company does not have a formal policy with respect to director attendance at annual shareholders meetings; however, it does encourage all directors to attend.  SevenAll nine of the eight current directors nominated and elected attended last year’s annual shareholders meeting held in February 2018.2019.

The Company has adopted the Chase Corporation Code of Ethics, which is applicable to all of our employees, including our Executive Chairman, President and Chief Executive Officer,  Treasurer and Chief Financial Officer, Chief Accounting Officerand Treasurer and other employees with important roles in the financial reporting process.  The Company has also adopted a Code of Business Conduct and Ethics for Directors of Chase Corporation, which is applicable to members of our Board of Directors.  The Chase Corporation Code of Ethics and the Code of Business Conduct and Ethics for Directors of Chase Corporation are both available on the Chase Corporation web site www.chasecorp.com.  It is the Company’s intent to disclose any amendment to these codes of ethics, as they apply to our directors and executive officers, and to disclose any waiver, including an implicit waiver, from the provisions of these codes of ethics as they relate to such directors and officers, on its web site.   

Shareholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee directors as a group, by writing to:  Chase Corporation, 295 University Avenue, Westwood, MA 02090 Attn: Board of Directors.

The Board undertakes a review of director independence annually.  As a result of its most recent review, the Board has determined that the following directors are independent, as defined in the listing standards of the NYSE American:  Thomas D. DeByle, John H. Derby III, Lewis P. Gack, Chad A. McDaniel, Dana Mohler-Faria and Thomas Wroe, Jr. In making these determinations, the Board considered all relationships between the Company and the directors, including: Mr. Derby’s consulting services performed for the Company prior to becoming a Board member, and services performed during fiscal 2017 for which Derby Management received $5,500.  The Board determined each such relationship, and the aggregate of such relationships, to be immaterial to the applicable director’s ability to exercise independent judgment. If elected to the Board at the Meeting, Mr. DeByle will also be considered an independent director.

Board Leadership Structure

As part of the Company’s succession plan, effectiveEffective with its annual shareholders meeting held in February 2015, and as approved bypart of the Board at that time,Company’s Board-approved succession plan, Adam P. Chase was named President and Chief Executive Officer of Chase Corporation and Peter R. Chase was named Executive Chairman of Chase Corporation. The Company had previously combined the offices of Chairman and Chief Executive Officer.  Both the current Executive Chairman and the current President and Chief Executive Officer have long histories with the Company, and the Board believes that its leadership structure makes the best use of their combined extensive knowledge of the Company and its industry, and enables clear communication between management and the Board. 

While the independent directors meet regularly in executive session, the Board currently has elected not to have a designated lead independent director to chair meetings at which only independent directors are present.  The Board’s view is that given the relatively small size of the Board, the appointment of a lead independent director is not necessary at this time.  The standing committees of the Board all have one or more overlapping members, and the Board feels that communication among committees is relatively efficient in light of this cross-fertilization of membership.  The Board believes that it is appropriate to choose the director to lead a particular discussion on a case by case basis, depending on the matter to be discussed, and that the existing structure fosters collaboration among independent directors.

Board’s Role in Risk Oversight

The Board is responsible for monitoring the risks that affect the Company, including operational, legal, regulatory, strategic and financial risks. As part of the regular Board meetings, management presents the Board with updates regarding key facets of the Company’s operations. The Board is responsible for assessing risks based on its working knowledge of the Company and the risks inherent in the Company’s business. As discussed below, the Audit Committee monitors the Company’s financial and audit-related risks.   The Compensation and Management Development Committee monitors any risks that may arise from the Company’s compensation policies and practices.

Committees of the Board of Directors

The Board has the following standing committees: (a) Audit, (b) Compensation and Management Development, and (c) Nominating and Governance.  All members of the committees serve at the pleasure of the Board of Directors.  The functions and current membership of each committee are as follows:

Audit Committee.   The Audit Committee recommends to the Board of Directors the engagement of the Company’s registered public accounting firm, reviews the scope and extent of its audit of the Company’s financial statements, reviews the annual financial statements with the registered public accounting firm and with management, and makes recommendations to the Board of Directors regarding the Company’s policies and procedures as to internal accounting and financial controls.  The current members of the Audit Committee are Lewis P. Gack, Chairman, Dana Mohler-Faria, andThomas D. DeByle, Chad A. McDaniel.McDaniel and Dana Mohler-Faria. Each member of the committee is independent, as independence for audit committee members is defined in the listing standards of the NYSE American and the applicable regulations of the Securities and Exchange Commission.  The Board has determined that Mr. Gack is an audit committee financial expert as defined in Securities and Exchange Commission regulations.  The Audit Committee held sixten meetings during the fiscal year ended August 31, 2018.2019.  The Audit Committee operates under a written charter, which was amended in October 2019, that is available through the Company's website at www.chasecorp.com.    

During the 2019 fiscal year, the Audit Committee, in consultation with executive financial management at the Company, invited a competitive process to review the appointment of the Company’s independent registered public accounting firm for the current fiscal year.  As a result of this process and following careful deliberation, on February 6, 2019, the Committee notified the Company’s prior independent auditor, PricewaterhouseCoopers LLP, that it had determined to dismiss PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, effective following the issuance of the Company’s Quarterly Report on Form 10‑Q for the period ending February 28, 2019.  On April 2, 2019, the Committee authorized entering into an engagement letter with Grant Thornton LLP.  Grant Thornton LLP officially became the Company’s independent registered public accounting firm on that same day, as reflected in the Company’s Form 8-K filed on April 4, 2019.

Compensation and Management Development Committee.   The Compensation and Management Development Committee advises the Board of Directors on matters of management, organization, and succession, recommends persons for appointments to key employee positions, and makes the final decisions regarding compensation for directors, officers and key employees.  The committee also administers the Company’s equity incentive plans.  The role of our Executive Chairman and our Chief Executive Officer in reporting their evaluations of our other named executive officerChief Financial Officer and our Treasurer and making recommendations as to histheir compensation, (and in the case of the Executive Chairman, his evaluation of and recommendation as to the compensation of the Chief Executive Officer), as well as the committee’s use of compensation consultants from time to time in benchmarking base salaries and providing other industry data, are described in more detail in the Compensation Discussion and Analysis presented elsewhere in this proxy statement.  The members of the committee are Thomas Wroe, Jr., Chairman, Thomas D. DeByle, John H. Derby III and Chad A. McDaniel.  Each member of the committee is independent, as independence for compensation committee members is defined under the listing standards of the NYSE American and the applicable regulations of the Securities and Exchange Commission.  The committee held fourfive meetings during the fiscal year ended August 31, 2018.2019.  The Compensation and Management Development Committee operates under a written charter, which was amended in October 2019, that is available through the Company's website at www.chasecorp.com.    

Nominating and Governance Committee.  The Nominating and Governance Committee recommends persons for election as directors of the Company, and makes recommendations to the Board of Directors regarding the structure and membership of the various committees of the Board of Directors, including the Nominating and Governance Committee itself.  The members of the Nominating and Governance Committee are Dana Mohler-Faria, Chairman, Lewis P. Gack,  Chad A. McDaniel and Thomas Wroe, Jr.  Each member of the committee is independent, as independence for nominating committee members is defined in the listing standards of the NYSE American.  The Nominating and Governance Committee held four meetings during the fiscal year ended August 31, 2018.2019. The Nominating and Governance Committee operates under a written charter, which was amended in October 2019, that is available through the Company’s website at www.chasecorp.com. 

Audit Committee Report on Financial Statements for the Year Ended August 31, 20182019

The Audit Committee of the Board of Directors is appointed by the Board of Directors.  The members of the Audit Committee meet the independence requirements of the NYSE American.  The Audit Committee, in accordance with its written charter, oversees the Company’s financial reporting process on behalf of the Board of Directors.  Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls.  In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended August 31, 20182019 with management including a discussion of the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee has discussed with PricewaterhouseCoopersGrant Thornton LLP, the Company’s Independent Registered Public Accounting Firm, the matters required to be discussed by the Statementapplicable requirements of Auditing Standards No. 1301,  Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board (United States) (PCAOB),  which provides that certain matters related to the conduct of the audit of the Company’s financial statements are to be communicated to the Audit Committee. and Securities and Exchange Commission. The Audit Committee has also received the written disclosures and letter from PricewaterhouseCoopersGrant Thornton LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopersGrant Thornton LLP’s communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopersGrant Thornton LLP its independence from the Company.

The Audit Committee discussed with PricewaterhouseCoopersGrant Thornton LLP the overall scope and plans for its audit.  The Audit Committee met with PricewaterhouseCoopersGrant Thornton LLP, with and without management present, to discuss the results of its examination, its evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended August 31, 20182019 for filing with the Securities and Exchange Commission.  The Audit Committee approves the selection of PricewaterhouseCoopersGrant Thornton LLP to serve as the Company’s Independent Registered Public Accounting Firm for fiscal year 2019.2020.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis is intended to provide a context for the disclosures contained in this proxy statement with respect to the compensation paid to our executive officers. Compensation information is presented below for our Executive Chairman, Peter R. Chase, our President and Chief Executive Officer, Adam P. Chase,  and our Treasurer and Chief Financial Officer, Christian J. Talma. Information is also presented for our Treasurer, Kenneth J. Feroldi. Together,Feroldi, who held the position of Chief Financial Officer through February 5, 2019. Collectively, these three officers are referred to as theour “named executive officers,officers.” and their compensation is detailed in the tables that follow this Compensation Discussion and Analysis. Specifically, this Compensation Discussion and Analysis will explain the objectives and material elements of the compensation of the named executive officers during the fiscal year ended August 31, 2018.  On August 20, 2018,2019.  Unless the Company hiredcontext requires otherwise, references in this section to our Chief Financial Officer refer to Mr. Talma, whether before or after his assumption of that role, and appointed Christian J. Talmareferences to our Treasurer refer to Mr. Feroldi, whether during or after the period in which he served as itsour Chief Accounting Officer, a newly created executive officer position. However, because his compensation during the fiscal year ended August 31, 2018 was less than $100,000, pursuant to applicable SEC rules, his compensation is not covered by the Compensation Discussion and Analysis or the tables that follow.Financial Officer.

The Compensation and Management Development Committee of our Board of Directors has the responsibility of developing and overseeing a comprehensive compensation philosophy, with strategies and principles that have the support of the Board of Directors and management, and that ensure the fair and consistent administration of our compensation program.  The Compensation and Management Development Committee makes recommendations to the full Board for approval relating to the total compensation to be paid to the named executive officers, including salary, performance bonus, equity awards, long-term awards, benefits and perquisites. 

In this analysis, we refer to the Compensation and Management Development Committee as “the committee” or “the compensation committee.” 

Philosophy and Objectives of Our Compensation Program

The primary objectives of the compensation committee are to ensure that our executive compensation and benefits programs:

Our compensation committee believes that the most effective compensation program is one that will provide incentives that are directly linked to the achievement of company strategies through easily measured, company-wide performance targets, while providing a reasonable level of income security to the named executive officers through competitive base salaries and retirement benefits.  To this end, our executive compensation reflects a balance of cash and non-cash compensation, and a mix of currently paid compensation and long-term incentives.   The compensation committee does not set a rigid target for these mixes, and the mix will necessarily vary from year to year based upon our underlying financial performance.  Our incentive plans combine financial targets to reward performance with time-based vesting to assist retention. 

Committee Purposes and Responsibilities

One of the primary purposes of the compensation committee is to determine the total target compensation levels for the senior executive officers of the Company and to establish and annually review the programs that will determine the actual rewards against those targets.

The committee is charged with ensuring that the target compensation levels and the allocation of short-term and long-term components are sufficient to attract, motivate and retain seasoned professional managers, while at the same time ensuring that the pay is reasonable and fair to our shareholders in light of the Company’s financial performance and when compared to executive officers of similar position and responsibility at other businesses.

The committee is also responsible for reviewing the annual compensation for service on our Board of Directors or for service as a member or chair of any of the various committees of our Board of Directors, and, if appropriate, for recommending to the Board for approval any changes to those programs. 

The committee has the authority to retain and terminate any legal counsel or any compensation or other consultant to be used to assist in the evaluation of director or executive compensation and has sole authority to approve the consultant’s fees or other retention terms.

It also reviews and administers our equity compensation plans, and reviews any existing or proposed employment agreement, change in control or severance agreement, or any special or supplemental benefits not offered as part of a broad-based plan that are made available to our named executive officers. Where appropriate, it recommends adoption, amendment, or termination of such programs or agreements to the full Board of Directors.

Role of Executive Officers in Compensation Decisions

Our compensation committee makes all determinations affecting the compensation for our named executive officers, including our Executive Chairman and our Chief Executive Officer, and recommends those determinations to the full Board of Directors for approval.  Our Executive Chairman may from time-to-time attend meetings of the committee as a non-voting advisory member, except that he is not present for any discussion of his individualown compensation.  The compensation committee receives and considers our Executive Chairman’s and our Chief Executive Officer’s evaluations of, the other named executive officer (and in the case of the Executive Chairman, his evaluation of the Chief Executive Officer), as well asand their recommendations with respectas to all componentselements of compensation of the other named executive officer (and in the case of the Executive Chairman, his recommendations with respect to all components of compensation of theour Chief Executive Officer).  In reviewingFinancial Officer and considering the evaluations and recommendations received, the committee takes into account the familial relationship between the Executive Chairman, Peter R. Chase and the President and Chief Executive Officer, Adam P. Chase, and satisfies itself that the recommendations are based solely on merit and performance.our Treasurer. The committee expressly reserves the right to exercise its discretion in modifying any adjustments or awards recommended by our Executive Chairman or our Chief Executive Officer, although historically the committee has given significant weight to the recommendations of our Executive Chairman and our Chief Executive Officer with respect to the other named executive officer (and in the case of the Executive Chairman, his recommendations with respect to the Chief Executive Officer).these.

Use of Compensation Consultants and Benchmarking Data

A description of the extent to which we have historically benchmarked our base salary levels against other companies is described below under “Base Salary.”  The committee has taken advice from expert compensation consultants engaged both by the committee and by management to set up the position values and salary ranges for executive officers and continues to adjust base salaries annually in order for the Company to be competitive with respect to executive compensation.  The compensation consultants have used similar benchmarking data in recommending the performance-based components of the executive compensation package.  The committee engaged a compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”) in fiscal 2017, and Pearl Meyer completed the process of performing a review of executive compensation in 2017.  Pearl Meyer provided the committee and management with recommendations based on this review. Prior to this most recent engagement, the Company had last hired Pearl Meyer to perform a similar assessment in 2013.

Principal Elements of our 20182019 Compensation Program

There were up to three principal elements of compensation for our named executive officers during fiscal 2018.2019.  These were:

Beginning in fiscal 2017, as a result of discussions between the compensation committee and Peter R. Chase, Executive Chairman, the committee determined that Mr. Chase would not participate in the cash incentive program component of the Company’s executive compensation programs going forward.programs.  This shift in the allocation of annual pay components for Peter R. Chase away from the cash incentive program reflected a shift in the day-to-day responsibilities of the Executive Chairman (who continues to be a director and the Chairman of the Board of Directors), as part of the Company’s succession planning, and following Adam P. Chase’s ascension to the Chief Executive Officer role in fiscal 2015. In addition, Peter R. Chase has not participated in the Company's equity incentive programs since 2013, in recognition by the committee of the diminishing incremental benefit of additional equity grants in achieving the shareholder alignment and retention objectives of the equity program in light of Mr. Chase's accumulation of equity from prior years of service. The Executive Chairman’s compensation program for fiscal 2018,2019, therefore, consisted primarily of his salary, as it had in the prior year.two years.  The committee has retained both the cash bonus and long-term equity components of its executive compensation program for its other named executive officers.Chief Executive Officer, Chief Financial Officer and Treasurer.

The financial measurement metrics and targets used in both the annual cash incentive plan and the annual equity award plan are subject to annual review by the committee, which reserves the right to set different objectives on either the cash incentive plan or equity award program as it feels appropriate in light of the annual and long-term objectives of the Company.  As discussed in more detail below, the committee utilizes differing financial performance targets for the cash incentive plan and the equity awards program. The two programs also differ in the dollar value of the target awards and in their vesting provisions, since payments under the cash incentive plan are made after the end of each fiscal year, and the equity awards (including those that are subject to additional performance-based vesting criteria) customarily vest over a period of three years from the time of grant.  The total compensation packages for our Chief Executive Officer,  and Chief Financial Officer and Treasurer thus provide a mix of (1) current cash payments in the form of salary, independent of year-to-year financial performance; (2) annual cash payments determined by reference to the Company’s actual results of operations for the year compared to a target; and (3) equity awards, subject to vesting provisions relating to the Company’s financial results, together with restricted stock and (in the case of our Chief Executive Officer and Chief Financial Officer)  stock options that are not specifically tied to financial performance, but all of which are subject to time-based vesting provisions in order to foster our retention objectives. 

(1) our earnings per share (“EPS”) for the fiscal year in question, as adjusted at the discretion of the committee.committee, and (2) our return on invested capital (ROIC) over a three year period.  (Our calculation of each such metric under the plan is described in more detail below.) As a result, a substantial proportion of our named executive officers’ total compensation under both the cash and equity incentive programs is tied to our earnings in each fiscal year.  The committee determined for 20182019 that an Adjusted EBITDA-based target is the most appropriate tool for measuring the underlying performance of the Company and its management team for the annual cash incentive plan, while EPS isand ROIC are used for the equity plan as it isthey are a more common and consistent measuremeasures for longer term incentive programs and alignsalign with how shareholders are rewarded.  In addition, the committee has chosen to emphasize company-wide achievement of financial objectives in this manner, as opposed to emphasizing more subjective individual performance criteria or measurements based upon business segments or other operating data, because it believes it is important to use a metric that is easily measured and understood from the beginning of the year, that fosters teamwork among the management team, and that most directly aligns the interest of the named executive officers participating in the program with those of all shareholders.  The committee does retain discretion to adjust or supplement the cash incentive awards paid, either upward or downward.

The following discussion seeks to explain why the compensation committee has chosen to pay each compensation element, how it determines the amount of each element, and how the element and the committee’s decisions regarding that element in fiscal 20182019 fit into the Company’s overall compensation objectives and affect decisions regarding other elements. 

Base Salary.  We pay a base salary to each of our named executive officers.  The objective is to provide base compensation to the executive that is competitive with base compensation that the executive could earn in a similar position at other companies.  A range of base salary levels for key positions in the Company was established most recently in 2018 upon the recommendation of a compensation consultant, Pearl Meyer, which was engaged by the committee to provide analysis and input on executive pay and incentive plan design for the then top executive officers and vice presidents of the Company,  excluding our Executive Chairman, Peter R. Chase, for reasons noted above.

The ranges for these key positions were established taking into account benchmarking data provided by the compensation consultant which included a survey of the following 15 companies:

The companies surveyed had median revenue in the one year prior to the survey of approximately $313 million (putting us at the 20th percentile)percentile at the time), median full-time employees of 805 (putting us at the 45th percentile) and median market capitalization of approximately $625 million (putting us at the 73rd percentile).  Our market capitalization to revenue ratio was at the 92nd percentile relative to the companies surveyed and our EBITDA margin was the highest relative to the companies surveyed. In comparison to the peer group, Pearl Meyer reported that our Chief Executive Officer’s compensation at the time was in the bottom quartile with respect to cash compensation and below median with respect to total compensation, and our Chief Financial Officer’s compensation at the time was in the bottom quartile with respect to cash compensation and at the median for total compensation.

Individual executives’ base salaries are set initially upon hiring or promotion to a position within the established range, taking into account each executive’s experience in the role and other subjective factors, and are reviewed annually thereafter.  As outlined above, the Executive Chairman and the Chief Executive Officer make salary adjustment recommendations, if any, to the committee with respect to the other named executive (and in the case of the Executive Chairman, makes any adjustment recommendation to the committee with respect to theour Chief Executive Officer).Financial Officer and our Treasurer.  Historically, salary increases have been aligned with movement of the market or have been adjusted in circumstances where executives are promoted to substantially increased responsibilities.   For fiscal 2018,2019, the committee increased the salary of Adam P. Chase, our Chief Executive Officer and Kenneth J. Feroldi, our Chief Financial Officer by 5% and 4%, respectively.13%. The committee did not change the base salary of Peter R. Chase, our Executive Chairman. As evidenced by its reengagementIn February 2019 upon his promotion to Chief Financial Officer, Christian J. Talma’s base salary increased from $250,000 to $275,000. At the same time, Kenneth J. Feroldi’s salary was reduced from $295,000 to $177,000 in recognition of Pearl Meyer in fiscal 2017, the reduced work schedule and lessened responsibilities of his newly assumed role as Treasurer.  The committee intends from time to time, to revisit the salary ranges used by reference to updated benchmark data in order to ensure that salaries remain competitive but not excessive.  The committee will also review the salaries of our named executive officers to align with our current organizational structure, maturation in role, and projected responsibilities.

Cash Incentive Plan.  At the beginning of each fiscal year, following the annual budget presentation by management to the Board of Directors, the committee sets a corporate performance target for the upcoming fiscal year to be used in connection with the company’sCompany’s incentive compensation programs.  For the reasons discussed above, our Executive Chairman does not participate in the cash incentive plan.  As noted above, for the cash incentive plan the financial target was established as an Adjusted EBITDA-based target for fiscal 2018.2019.  The Adjusted EBITDA-based target was set by the committee with reference to both historical performance and expected future performance.  The committee believes that the targets set as a general matter should be reasonably attainable through consistent performance as compared to recent years, and it is the committee’s expectation that the actual awards granted under the relevant plan will exceed the “target” awards where management achieves growth over historical annual Adjusted EBITDAX levels.  The Adjusted EBITDA-based targets are set in a way that tends to generally reflect improvement over historical results, at least during periods of multi-year growth in Adjusted EBITDAX, but do not always reflect improvement over the most immediately preceding fiscal year.EBITDAX.  For fiscal 2018,2019, the corporate Adjusted EBITDA-based target set by the committee was $71.2$79.2 million.

At the end of the fiscal year, actual results are compared to the target established at the beginning of the year.  In establishing the compensation program, it is the Board’s intent to exclude from actual performance measurements the effect of items generally consistent with items excluded in the Company’s historical definition of Adjusted EBITDA.  The committee consequently has the discretion to decide, and has decided from time to time in the past, to exclude certain items or to make other adjustments in order to fairly reflect our underlying operating performance for the year. No adjustments were made for fiscal 2018.2019.

In order for any amounts to be payable under the plan, the Company must meet a threshold level of 80% of the Adjusted EBITDA-based target.  Actual payments are made under the plan by reference to the target awards established by the committee for each of the named executive officers as a percentage of their base salaries, although they can be subject to adjustment as described below. In addition, once the Adjusted EBITDA-based target has been achieved, the award paid under the plan will be 100% of the target award unless the actual Adjusted EBITDAX for fiscal 2018 exceeds a higher threshold equal to 105% of the actual Adjusted EBITDAX for fiscal 2017 (the prior year). The actual Adjusted EBITDAX for fiscal 2017 was approximately $73.7 million. The maximum award under the cash incentive plan is reached if the 2018 actual Adjusted EBITDAX exceeds 105%at 120% of the 2017 actual Adjusted EBITDAX by an amount equal to at least 20% of the 2018 Adjusted EBITDA-based target.target performance measure.  The Company’s actual Adjusted EBITDAX was $75.2$65.2 million for fiscal 2018,2019, and represented achievement at 100%approximately 82% of the target amount for the year  (since results were between 100% of the target and 105% of fiscal 2017 actual Adjusted EBITDAX).  As explained in more detail below, following the calculation of the payments to be made under the plan for 2018, each of our Chief Executive Officer and our Chief Financial Officer voluntarily reduced the payment they would otherwise have been entitled to receive under the plan.year. 

The reconciliation from net income, the most directly comparable financial measure presented in accordance with U.S. GAAP, to Adjusted EBITDAX for fiscal 20182019 and 20172018 is as follows (in thousands):

Equity Incentive Plan.  The third element of our compensation program is our equity-based long-term incentive plan.  In 20182019 our equity incentive plan used a combination of three types of equity awards: performance-based restricted stock, time-vesting restricted stock and stock options.  For the reasons discussed above, Peter R. Chase does not participate in the equity incentive plan.

Our Chief Financial Officer, Kenneth J. Feroldi, received a combination of performance-basedTreasurer’s equity compensation has historically emphasized restricted stock and time-vesting restrictedawards over stock but the components of his equity incentive plan award did not include a stock option grantoptions in light of his relatively low direct equity ownership (having been appointed Chief Financial Officer in September 2014 and not having participated in the equity incentive plan prior to his appointment) and given that his equitylower target award, target representsas a lower percentage of his salary, than the total equity award for Adam P. Chase,compared to our Chief Executive Officer. Our current Chief Financial Officer’s equity incentive award does include a stock option component, in order to more closely align his award’s components and incentives with those of our Chief Executive Officer and in order to include a component whose value is derived directly from an increase in share value.

The performance-based element measuredmeasures annual performanceagainst (1) anearningspershare(“EPS”) base target and (2) a return on invested capital (“ROIC”) base target (weighted 80% and 20%, respectively, of the total performance based equity award target), for fiscal 2019 and represented 50% of the total target equity award forfiscal2018 Adam P. Chase andrepresented50% Christian J. Talma, and 67% ofthetotaltargetequityawardforAdamP.Chaseand67%ofthe target equity award for Kenneth J. Feroldi.    The other half of the total target equity award for Adam P. Chase and Christian J. Talma was split evenly between time-based vesting restricted stock and stock options and the entire remaining total equity award for Kenneth J. Feroldi consisted of time-based vesting restricted stock.

The following table shows, for each of the named executive officers participating in the equity incentive plan, the total target equity awards for each officer as determined at the beginning of the fiscal year.

Each of the three types of equity awards that collectively comprise our equity incentive plan are described in more detail below:

The final award amounts are determined after the end of the fiscal year by reference to our actual performance for the year.  In order for any payments to be made under EPS component or the ROIC component of the equity incentive plan, the Company must achieve at least 80% of the EPS target.target or the ROIC target, as applicable. The EPS target was weighted as 80% of the target performance-based equity award, and the ROIC target was weighted as 20% of the target performance-based equity award.   If the Company achieves less than 80% of both of the performance target,targets, the full award would be forfeited.  If the Company achieves 80% of either of the  target,targets, then the actual payment would be 50% of the target shares available under that target (with the other 50% being forfeited).  Achievement between 80% and 100% of theeither target would be pro-rated.  If the Company achieves anywhere from 100% of the target to the actual results obtained

Discretionary Bonuses.  The committee does not consider discretionary cash bonuses to be a material part of the executive compensation program, outside of the cash incentive plan described above.  As noted above, the committee has the discretion to adjust an award determined under the cash incentive plan upward or downward, and has exercised that discretion in prior years in a manner that has historically had a small impact on total compensation compared to the objective components. At

In fiscal 2019, the request of the named executive officers participating in the cash incentive plan, the 2018 awards under that plan were adjusted downward for the reasons noted above under “Cash Incentive Plan”.committee determined not to issue any such discretionary payments.

Voting and Dividends on Stock Awards.  Participants in the equity award program are able to vote and receive dividends upon their restricted shares before the vesting period.shares vest. The committee has determined that permitting the participants to vote and receive dividends prior to the vesting of the awards was appropriate and consistent with the committee’s retention and pay for performance objectives. The committee took into account the fact that dividends on

Chief Executive Officer’s Compensation at Risk and Compared to the Creation of Shareholder Value. One of the primary objectives of the compensation program is to drive executive performance by having pay at risk, so actual pay is tied to company-wide goal achievement and superior performance, thus aligning the compensation of our executives with the interests of our shareholders. Summaries of the principal elements of compensation and of the total compensation for Adam P. Chase, Chief Executive Officer, are as follows:

The CEO principal elements of compensation pay mix above is calculated based on (1) 20182019 base salary, (2) 20182019 cash incentive plan awards actually paid in November 2018,2019, (3) stock option grants and time-based vesting restricted shares granted in September 20172018 and (4) actual performance-based restricted shares awarded based on 20182019 performance and valued using August 31, 20172018 share prices.     

Adam P. Chase,

Our Chief Executive Officer’s total compensation has grown (although not at the same rate)and contracted along with the Company’s creation of shareholder value, as evidenced by the trading price of the Company’s common stock as reported by the NYSE American (formerly NYSE MKT) as of August 31 of each applicable year, utilizing fiscal 2015 as the base year. Total compensation used in the chart above is further detailed under “Summary Compensation Table” below. The above

Adam P. Chase’s Annual Incentive Plan (“AIP”) cash bonus has growntrended in alignment with the Company’s increasing Adjusted EBITDA, utilizing fiscal 2015 as the base year.

Retirement Programs

In addition to the primary components of executive pay described above, we maintain certain retirement plans and benefits for our executive officers.  Many of these plans are available to larger groups of employees.   The committee feels that the opportunity to participate in programs that assist the executives and other employees in saving for retirement is an important part of those employees’ compensation package.

Other Benefits

We own a life insurance policy on the life of Peter R. Chase as a mechanism available for use to fund obligations under the unfunded, non-qualified Supplemental Pension Plan described above.

We also provide Peter R. Chase with a company car and provided him with a golf club membership through the first quarter of fiscal 2018.  We provide our other named executive officers a car allowance of $1,000 per month.  We provide each of our named executive officers reimbursement for certain financial planning and tax services up to $5,000 per year.  Our compensation committee considers these arrangements to be fair and reasonable in light of the relatively low cost to the Company. 

Named executive officers may also participate in our medical and dental insurance offerings by electing to make payroll deductions designed to cover approximately 35% of the cost of these programs (with the company covering the other 65% of the cost).   We also provide disability and life insurance coverage for our named executive officers and pay a portion of the related premiums.

Stock Ownership Guidelines

The Board of Directors believes that it is important to align the interests of both members of senior management and directors with those of our shareholders.  As described above, the compensation committee takes this principle into account in designing the compensation programs in which our executive officers participate. In order to further foster these objectives, the Board has established stock ownership guidelines that encourage the accumulation and retention of our common stock.

Our current stock ownership guidelines which were revised in October 2018, are expressed as a multiple of base salary or, in the case of directors, a multiple of annual cash compensation.  Under the guidelines, each of our Executive Chairman and our Chief Executive Officer are required to acquire and hold stock with a fair market value of at least five times base salary.  For all other executive officers, the multiple is three times base salary, and for non-employee directors, the multiple is five times annual cash compensation. Directors are required to achieve compliance by February 2021 or, if later, by 36 months from the first election to the Board. Newly appointed executives are required to comply within 60 months of their appointment. Shares of stock subject to time-based vesting provisions count toward the ownership guidelines, but shares subject to performance-based vesting conditions and shares underlying stock options do not count toward the ownership guidelines. The compensation committee retains the discretion to grant waivers or make exceptions to the policy under appropriate circumstances.

The full stock ownership guidelines along withare available on our corporate website, www.chasecorp.com.

Prohibitions on Hedging and Pledging

Our current insider trading policy, most recently revised in November 2019, specifically prohibits our directors, officers and selected other employees from (a) holding Company securities in a margin account or pledging Company securities as collateral for a loan, or (b) purchasing any financial instruments or entering into any other transactions that are designed to hedge or offset any decrease in the market value of the Company’s common stock owned directly or indirectly by them (commonly referred to as “hedging”) or entering into certain other speculative transactions.

This policy, referred to as the Chase Corporation Responsibilities and Requirements of Officers and Directors of a Publicly-Held Company, areis available on our corporate website, www.chasecorp.com.www.chasecorp.com.

Severance Agreements

We have entered into arrangements with our named executive officers pursuant to which they would be entitled to receive severance benefits upon termination by us without cause, or upon the occurrence of certain enumerated events during the two years following a change in control.  The events that trigger payment are generally those related to termination of employment without cause or detrimental changes in the executive’s terms and conditions of employment. See “Payments Upon Termination or Change of Control” below for a more detailed description of these triggering events and the resulting benefits. We believe that this structure will help: (i) assure that the named executive officers can give their full attention and dedication to us, free from distractions caused by personal uncertainties and risks related to a pending or threatened change in control, (ii) assure the named executives’ objectivity in considering shareholders’ interests, (iii) assure the named executives of fair treatment in case of involuntary termination following a change in control, and (iv) attract and retain key executive talent in a competitive market.

Compensation Risks

The Compensation and Management Development Committee has considered the components of the Company’s compensation policies and practices.  We believe that risks arising from our compensation policies and practices for our employees, including our executive officers, are not likely to have a material adverse effect on us.  In addition, although a significant portion of executive compensation is performance based and “at-risk,” the committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risk.  

The committee has reviewed the elements of executive compensation to determine whether any portion of executive compensation encourages excessive risk taking.risk-taking.  It concluded that:

Executive Compensation

The following table contains a summary of the compensation paid or accrued during the fiscal years ended August 31, 2019, 2018 2017 and 20162017 to our Executive Chairman, our President and Chief Executive Officer, and to our Treasurer and our Chief Financial Officer.

Summary Compensation Table