Form 4: Koppers Director Reports Acquisition of DERs
Insider Transaction Report
Koppers Holdings Inc. Director Sonja Michelle Wilkerson reported the acquisition of 28.344 Dividend Equivalent Rights (DERs) as part of her deferred compensation plan.
Summary
- Sonja Michelle Wilkerson, a Director of Koppers Holdings Inc. (KOP), acquired 28.344 Dividend Equivalent Rights (DERs).
- The transaction date for this acquisition was December 16, 2025.
- These DERs accrued with respect to additional time-based restricted stock units (RSUs) credited to the reporting person for deferred compensation.
- Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.
- Following this transaction, the reporting person beneficially owns 250.153 derivative securities (DERs).
- The RSUs corresponding to these DERs will become payable according to the reporting person's election under the Koppers Holdings Inc. Director Deferred Compensation Plan.
- Payment options include a lump sum or annual installments commencing on May 31st following separation from service, or a later specified May 31st if elected by the reporting person.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. It's a routine compensation-related insider transaction, indicating a director's continued beneficial ownership and alignment with the company's performance, which is generally viewed favorably. There are no significant positive or negative surprises.
Positives
- Director Sonja Michelle Wilkerson increased her beneficial ownership of derivative securities, aligning her interests further with shareholders.
- The acquisition of Dividend Equivalent Rights (DERs) is part of a structured deferred compensation plan, indicating a stable compensation framework for directors.
Future Outlook
The Dividend Equivalent Rights (DERs) and their corresponding Restricted Stock Units (RSUs) are scheduled to become payable according to the reporting person's election under the Koppers Holdings Inc. Director Deferred Compensation Plan, either as a lump sum or annual installments commencing on May 31st following separation from service or a later elected May 31st.
Industry Context
This filing represents a routine insider transaction related to director compensation, which is a standard practice across many publicly traded companies to align director interests with long-term shareholder value. It does not provide broader industry insights or competitive analysis.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Plan Reference | The filing references the Koppers Holdings Inc. Director Deferred Compensation Plan, under which Dividend Equivalent Rights (DERs) and Restricted Stock Units (RSUs) are accrued and will be paid. | N/A | This plan is a standard corporate governance mechanism for director compensation, designed to align director interests with long-term company performance and retain talent. |
Stakeholder Impact
- Shareholders: The acquisition of DERs by a director indicates continued alignment of management interests with shareholder value, as DERs are economically equivalent to common stock.
- Employees: No direct impact on general employees is noted.
- Customers: No direct impact on customers is noted.
- Suppliers: No direct impact on suppliers is noted.
- Creditors: No direct impact on creditors is noted.
Next Steps
- Payment of RSUs corresponding to the DERs will occur based on the reporting person's 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 separation from service or a later specified May 31st.
Key Dates
| Date | Description |
|---|---|
| 12/16/2025 | Date of earliest transaction for Dividend Equivalent Rights (DERs) acquisition. |
| 12/17/2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Koppers Holdings, KOP, Form 4, Insider Transaction, Director Compensation, Dividend Equivalent Rights, Restricted Stock Units, Deferred Compensation
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