Form 4: Koppers Director Motley Acquires Dividend Equivalent Rights

Koppers Holdings Inc. Director David L. Motley acquired 28.343 dividend equivalent rights as part of a deferred compensation plan.

Summary

• David L. Motley, a Director of Koppers Holdings Inc. (KOP), acquired 28.343 Dividend Equivalent Rights (DERs).
• The transaction date for this acquisition was December 16, 2025.
• Following this transaction, Mr. Motley beneficially owns 250.151 derivative securities (DERs).
• Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.
• These DERs accrued with respect to additional time-based restricted stock units (RSUs) credited to Mr. Motley as part of his deferred compensation.
• The RSUs corresponding to these DERs will become payable according to Mr. Motley's payment election under the Koppers Holdings Inc. Director Deferred Compensation Plan.
• Payment will be either a lump sum or annual installments, commencing on May 31st following Mr. Motley's separation from service, or a later May 31st if elected at the time of deferral.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It reflects a routine compensation event for a director, which is a positive for aligning interests but does not indicate any significant operational or financial news for the company.

Positives

• The acquisition of Dividend Equivalent Rights (DERs) aligns the director's financial interests with those of shareholders, as DERs are equivalent to common stock.
• The transaction is part of a structured Director Deferred Compensation Plan, indicating a standard and transparent compensation mechanism for board members.

Future Outlook

The RSUs corresponding to the acquired DERs will become payable in the future, either as a lump sum or in annual installments, commencing on May 31st following the reporting person's separation from service or a specific elected May 31st.

Industry Context

This transaction represents a routine compensation event for a director, common across publicly traded companies to incentivize long-term commitment and align leadership interests with shareholder value through equity-linked awards.

Comparison to Industry Standards

• The use of Dividend Equivalent Rights (DERs) and Restricted Stock Units (RSUs) as part of director compensation is a standard practice in corporate governance, aligning with common industry benchmarks for executive and board remuneration.
• Many companies, including peers in the chemicals and materials sector, utilize similar deferred compensation plans to retain experienced directors and link their incentives to company performance and stock appreciation.

Corporate Governance

Related Party Transactions

• The acquisition of Dividend Equivalent Rights by Director David L. Motley from Koppers Holdings Inc. is a related party transaction, as it involves compensation provided by the company to a member of its board of directors under a formal compensation plan.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders through equity-linked compensation, potentially fostering long-term value creation.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Payment of the RSUs corresponding to these DERs will occur according to the director's election under the Koppers Holdings Inc. Director Deferred Compensation Plan, either as a lump sum or annual installments.
• Payment commencement is scheduled for May 31st following separation from service or an elected May 31st.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of Dividend Equivalent Rights by a director as part of a deferred compensation plan. Such transactions are standard practice for director remuneration and do not typically signal a change in the company's fundamental outlook or operational performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

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