Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Koppers Holdings Inc. |
Entity Central Index Key | 0001315257 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure Unit_pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | 2022 Pay Versus Performance Disclosure Pay Versus Performance Table As required by applicable SEC rules, we are providing the following information about the relationship between the “compensation actually paid” to certain individuals and certain of our financial performance measures. For further information concerning our pay-for-performance Year Summary (1) Compensation (2) Average Non-PEO (3) Average Non-PEO (4) Value of Initial Fixed Net (7) (In millions) Adjusted (8) (In millions) Total (5) Peer Group (6) 2022 $5,770,002 $2,902,239 $1,404,909 $903,710 $74.33 $136.42 $ 63.2 $228.1 2021 5,196,873 3,801,572 1,362,868 982,151 81.89 145.27 84.9 223.5 2020 4,126,547 2,936,710 1,191,596 971,101 81.53 122.68 121.0 211.5 (1) The amounts shown in this column represent the amount of total compensation reported for Leroy M. Ball, our President and Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table above. (2) The amounts shown in this column represent the amount of “compensation actually paid” to Mr. Ball, as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Reported Summary Compensation (a) Reported Summary Compensation (b) Adjusted Value of Equity Awards (c) Compensation Actually Paid 2022 $5,770,002 $3,745,653 $ 877,890 $2,902,239 2021 5,196,873 3,099,995 1,704,694 3,801,572 2020 4,126,547 2,060,259 870,422 2,936,710 (a) This column represents the amount of total compensation reported for Mr. Ball for each corresponding year in the “Total” column of the Summary Compensation Table above. (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above for the applicable year. (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Ball to arrive at “compensation actually paid” to Mr. Ball for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end Grant Year 2022 2021 2020 2019 2018 2017 2016 Volatility 53.0% - 59.0% 53.7% - 62.8% 54.9 - 76.7% 40.3% - 70.0% 41.3% - 58.5% 41.3% - 58.5% 43.5% - 43.7% Expected life (in years) 4.93 - 7.57 3.93 - 7.21 0.00 - 6.75 1.99 - 6.46 4.48 - 6.35 4.58 - 6.00 0.98 - 3.17 Expected dividend yield 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% 0.00% Risk-free rate 3.94% - 4.00% 1.12% - 4.03% 0.13% - 4.19% 0.23% - 4.05% 0.37% - 1.78% 0.36% - 1.72% 0.85% - 1.59% The amounts added or subtracted to determine the adjusted amount are Year Year End Fair Value Year over Year Change in Fair Value Fair Value at the End Adjusted Value of 2022 $2,339,493 $ (949,827 ) $ (388,914) $(122,862 ) $ 877,890 2021 2,825,381 (1,255,454 ) 134,767 — 1,704,694 2020 3,930,775 (1,003,142 ) (1,163,408 ) (893,803 ) 870,422 (3) The amounts shown in this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table above for the applicable year. The names of each of the NEOs (excluding Mr. Ball) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Jimmi Sue Smith, James A. Sullivan, Stephanie L. Apostolou and Leslie S. Hyde; (ii) for 2021, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde and Stephanie L. Apostolou; and (iii) for 2020, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde, Stephanie L. Apostolou, Steven R. Lacy and Douglas J. Fenwick. (4) The amounts shown in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Ball), as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Average Reported Summary Non-PEO (a) Average Reported Summary Non-PEO (b) Average Reported Summary Non-PEO (c) Average Non-PEO Awards (d) Average Actually Paid to Non- PEO NEOs 2022 $1,404,909 $700,122 $ — $198,923 $903,710 2021 1,362,868 635,750 — 255,033 982,151 2020 1,191,596 436,682 6,591 222,778 971,101 (a) This column represents the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table above in each applicable year. (b) This column represents the average of the total amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above in each applicable year. (c) This column represents the average of the change in pension value amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table above in each applicable year. (d) This column represents an adjustment to the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Footnote 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Ball) to arrive at “compensation actually paid” to each NEO (excluding Mr. Ball) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Ball) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows: Year Average Year End Average Year over Average Fair Value Average Change Average Fair Value Conditions in the Adjusted 2022 $439,530 $(172,654 ) $ — $ (44,192 ) $ (23,761 ) $198,923 2021 464,793 (242,260 ) 132,024 22,112 (121,636 ) 255,033 2020 698,499 (159,014 ) 148,753 (219,104 ) (246,356 ) 222,778 2022 PAY VERSUS PERFORMANCE DISCLOSURE (5) The amounts shown in this column represent our cumulative total shareholder return (TSR). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021 and 2020-2022), assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (6) The amounts shown in this column represent cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Footnote 5 above. The peer group used for this purpose is the following published industry index: S&P SmallCap 600 Materials. (7) The amounts shown in this column represent the amount of net income reflected in our audited financial statements for the applicable year. (8) The amounts shown in this column represent the amount of our adjusted EBITDA as calculated for performance measurement under our annual incentive plan for the applicable year. Adjusted EBITDA, as measured under the annual incentive plan, is defined as earnings before interest, taxes, depreciation and amortization, as adjusted by our management development and compensation committee in its discretion to account for certain items, as set forth on Appendix A hereto. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (3) The amounts shown in this column represent the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table above for the applicable year. The names of each of the NEOs (excluding Mr. Ball) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Jimmi Sue Smith, James A. Sullivan, Stephanie L. Apostolou and Leslie S. Hyde; (ii) for 2021, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde and Stephanie L. Apostolou; and (iii) for 2020, Michael J. Zugay, James A. Sullivan, Leslie S. Hyde, Stephanie L. Apostolou, Steven R. Lacy and Douglas J. Fenwick. | ||
Peer Group Issuers, Footnote [Text Block] | (6) The amounts shown in this column represent cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Footnote 5 above. The peer group used for this purpose is the following published industry index: S&P SmallCap 600 Materials. | ||
PEO Total Compensation Amount | $ 5,770,002 | $ 5,196,873 | $ 4,126,547 |
PEO Actually Paid Compensation Amount | $ 2,902,239 | 3,801,572 | 2,936,710 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The amounts shown in this column represent the amount of “compensation actually paid” to Mr. Ball, as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Reported Summary Compensation (a) Reported Summary Compensation (b) Adjusted Value of Equity Awards (c) Compensation Actually Paid 2022 $5,770,002 $3,745,653 $ 877,890 $2,902,239 2021 5,196,873 3,099,995 1,704,694 3,801,572 2020 4,126,547 2,060,259 870,422 2,936,710 (a) This column represents the amount of total compensation reported for Mr. Ball for each corresponding year in the “Total” column of the Summary Compensation Table above. (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above for the applicable year. (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Ball to arrive at “compensation actually paid” to Mr. Ball for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end Grant Year 2022 2021 2020 2019 2018 2017 2016 Volatility 53.0% - 59.0% 53.7% - 62.8% 54.9 - 76.7% 40.3% - 70.0% 41.3% - 58.5% 41.3% - 58.5% 43.5% - 43.7% Expected life (in years) 4.93 - 7.57 3.93 - 7.21 0.00 - 6.75 1.99 - 6.46 4.48 - 6.35 4.58 - 6.00 0.98 - 3.17 Expected dividend yield 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% - 0.08% 0.00% 0.00% Risk-free rate 3.94% - 4.00% 1.12% - 4.03% 0.13% - 4.19% 0.23% - 4.05% 0.37% - 1.78% 0.36% - 1.72% 0.85% - 1.59% The amounts added or subtracted to determine the adjusted amount are Year Year End Fair Value Year over Year Change in Fair Value Fair Value at the End Adjusted Value of 2022 $2,339,493 $ (949,827 ) $ (388,914) $(122,862 ) $ 877,890 2021 2,825,381 (1,255,454 ) 134,767 — 1,704,694 2020 3,930,775 (1,003,142 ) (1,163,408 ) (893,803 ) 870,422 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,404,909 | 1,362,868 | 1,191,596 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 903,710 | 982,151 | 971,101 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) The amounts shown in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Ball), as computed in accordance with Item 402(v) of Regulation S-K. S-K, Year Average Reported Summary Non-PEO (a) Average Reported Summary Non-PEO (b) Average Reported Summary Non-PEO (c) Average Non-PEO Awards (d) Average Actually Paid to Non- PEO NEOs 2022 $1,404,909 $700,122 $ — $198,923 $903,710 2021 1,362,868 635,750 — 255,033 982,151 2020 1,191,596 436,682 6,591 222,778 971,101 (a) This column represents the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Total” column of the Summary Compensation Table above in each applicable year. (b) This column represents the average of the total amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table above in each applicable year. (c) This column represents the average of the change in pension value amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table above in each applicable year. (d) This column represents an adjustment to the average of the amounts reported for our NEOs as a group (excluding Mr. Ball) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Footnote 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Ball) to arrive at “compensation actually paid” to each NEO (excluding Mr. Ball) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Ball) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows: Year Average Year End Average Year over Average Fair Value Average Change Average Fair Value Conditions in the Adjusted 2022 $439,530 $(172,654 ) $ — $ (44,192 ) $ (23,761 ) $198,923 2021 464,793 (242,260 ) 132,024 22,112 (121,636 ) 255,033 2020 698,499 (159,014 ) 148,753 (219,104 ) (246,356 ) 222,778 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Company and Peer Group TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted EBITDA | ||
Total Shareholder Return Vs Peer Group [Text Block] | Compensation Actually Paid and Company and Peer Group TSR | ||
Tabular List [Table Text Block] | Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section above, our executive compensation program reflects a pay-for-performance Most Important Financial Performance Measures Adjusted EBITDA Total Shareholder Return | ||
Total Shareholder Return Amount | $ 74.33 | 81.89 | 81.53 |
Peer Group Total Shareholder Return Amount | 136.42 | 145.27 | 122.68 |
Net Income (Loss) | $ 63,200,000 | $ 84,900,000 | $ 121,000,000 |
Company Selected Measure Amount | 228.1 | 223.5 | 211.5 |
PEO Name | Leroy M. Ball | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return | ||
PEO [Member] | Reported Summary Compensation Table Value of PEO Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 3,745,653 | $ 3,099,995 | $ 2,060,259 |
PEO [Member] | Adjusted Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 877,890 | 1,704,694 | 870,422 |
Year End Fair Value of Equity Awards Granted in the Year | 2,339,493 | 2,825,381 | 3,930,775 |
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | (949,827) | (1,255,454) | (1,003,142) |
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (388,914) | 134,767 | (1,163,408) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (122,862) | 0 | (893,803) |
Non-PEO NEO [Member] | Average Reported Summary Compensation Table Value of NonPEO NEO Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 700,122 | 635,750 | 436,682 |
Non-PEO NEO [Member] | Average Reported Summary Compensation Table Value of NonPEO NEO Accumulated Pension Benefit [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 6,591 |
Non-PEO NEO [Member] | Average NonPEO NEO Adjusted Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 198,923 | 255,033 | 222,778 |
Average Year End Fair Value of Equity Awards Granted in the Year | 439,530 | 464,793 | 698,499 |
Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | (172,654) | (242,260) | (159,014) |
Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | 0 | 132,024 | 148,753 |
Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (44,192) | 22,112 | (219,104) |
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $ (23,761) | $ (121,636) | $ (246,356) |