Form 4: Koppers Director Accrues Dividend Equivalent Rights

Koppers Holdings Inc. Director Andrew D. Sandifer reported the accrual of 5.89 dividend equivalent rights related to deferred compensation.

Summary

• Andrew D. Sandifer, a Director of Koppers Holdings Inc. (KOP), reported the acquisition of 5.89 Dividend Equivalent Rights (DERs) on December 16, 2025.
• These DERs accrued with respect to additional Restricted Stock Units (RSUs) credited to Mr. Sandifer as part of his deferred compensation.
• Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.
• Following this transaction, Mr. Sandifer beneficially owns a total of 34.064 derivative securities (DERs).
• The RSUs corresponding to these DERs will become payable according to Mr. Sandifer's election under the Koppers Holdings Inc. Director Deferred Compensation Plan, either as a lump sum or in annual installments after his separation from service or a specified year.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation disclosure, indicating ongoing director involvement and a structured deferred compensation plan, which is generally a positive for corporate governance and alignment of interests.

Positives

• The accrual of dividend equivalent rights indicates ongoing compensation for the director, aligning their interests with shareholder value.
• The existence of a Director Deferred Compensation Plan provides a structured mechanism for long-term retention and incentivization of board members.

Future Outlook

The RSUs corresponding to the accrued Dividend Equivalent Rights are scheduled to become payable according to the director's prior election under the Koppers Holdings Inc. Director Deferred Compensation Plan, either as a lump sum or in annual installments commencing on the May 31st following separation from service or a specified year.

Industry Context

This is a routine insider transaction filing related to director compensation, which is a standard practice across publicly traded companies to align management and board interests with long-term shareholder value.

Comparison to Industry Standards

• The use of Dividend Equivalent Rights (DERs) and Restricted Stock Units (RSUs) as part of a deferred compensation plan for directors is a common practice in corporate governance, comparable to compensation structures seen in many S&P 500 companies.
• Such plans aim to foster long-term commitment and align director incentives with the company's performance, similar to those at peers in the chemicals and materials sector.

Corporate Governance

Related Party Transactions

• Accrual of 5.89 Dividend Equivalent Rights for Director Andrew D. Sandifer under the Koppers Holdings Inc. Director Deferred Compensation Plan, representing a form of deferred compensation.

Stakeholder Impact

• Shareholders: The transaction indicates ongoing director compensation through equity-linked instruments, which can align director interests with long-term shareholder value.
• Directors: The deferred compensation plan provides a structured benefit for the director, contributing to retention and incentivization.

Next Steps

• The RSUs linked to these Dividend Equivalent Rights will be released and become payable based on the director's payment designation under the Koppers Holdings Inc. Director Deferred Compensation Plan.
• Payment will be either a lump sum or annual installments, commencing on the May 31st following the director's separation from service or, if elected, May 31st of a specified year.

Key Dates

Keywords

Koppers Holdings Inc., KOP, Form 4, Insider Transaction, Dividend Equivalent Rights, Restricted Stock Units, Deferred Compensation, Director Compensation