championx-20230327

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. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement


¨			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☒			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material Pursuant to §240.14a-12

CHAMPIONX CORPORATION

(Name of Registrant as specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.


¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders

To be Held May 10, 2023

March 29, 2023

Dear Fellow Shareholders:

On behalf of the Board of Directors (the “Board”) of ChampionX Corporation (“ChampionX” or the “Company”), we cordially invite you to attend the Company’s Annual Meeting of Shareholders (the “Meeting”) on May 10, 2023 at 8:00 a.m., Central Time. The Meeting will be virtual, conducted exclusively via live webcast at www.meetnow.global/MJXA2WH. We believe that a virtual Meeting provides easier and greater access to the Meeting, which enables participation by the broadest number of shareholders.

At the Meeting, shareholders will be asked to consider and act upon the following matters:

1.Elect nine directors;

2.Amend the Company’s amended and restated certificate of incorporation (the “Current Certificate”) to adopt majority voting for directors in uncontested elections;

3.Amend the Company’s Current Certificate to permit exculpation of officers;

4.Amend the Company’s Current Certificate to require that claims under the Securities Act of 1933 be brought only in federal court;

5.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023;

6.Approve, on an advisory basis, the compensation of the Company’s named executive officers for 2022 (“Say-on-Pay”);

7.Approve, on an advisory basis, the frequency of future Say-on-Pay votes; and

8.Such other business as may properly come before the Meeting.

These items are fully described in the following pages, which are made a part of this notice.

All holders of record at the close of business on March 13, 2023 are entitled to vote at the Meeting or any postponement or adjournment thereof.

We plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials, how to vote online, and how to obtain a paper copy of the proxy materials, on or about March 29, 2023.

To participate in the virtual meeting, you will need the control number printed on your Notice or proxy card. The Meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Meeting prior to the start time. If you experience technical difficulties during the check-in process or during the Meeting, support is available at 1-888-724-2416 (inside the United States and Canada) or 1-781-575-2748 (all other locations).

Your vote is very important. Whether or not you plan to attend the Meeting, we urge you to review the proxy materials and vote your shares as soon as possible.

We hope you will read the Proxy Statement and submit your proxy, or use telephone or Internet voting, prior to the Meeting. Even if you plan to attend the virtual Meeting online, please submit a proxy as soon as possible to ensure your shares are voted at the Meeting in accordance with your instructions.

On behalf of the Board and our management team, I extend our appreciation for your support.

JULIA WRIGHT

Senior Vice President, General Counsel and Secretary


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2023 Our Proxy Statement, together with the form of proxy card, and our 2022 Annual Report are available at www.envisionreports.com/CHX

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders


Time and Date:			8:00 a.m., Central Time on May 10, 2023
Virtual Meeting:			www.meetnow.global/MJXA2WH
Eligibility to Vote:			You are entitled to vote if you were a shareholder of record at the close of business on March 13, 2023

Voting Matters and Board Recommendation


	Board’s Voting Recommendation	Page Reference
Election of the nine nominees for director named in this Proxy Statement until the 2024 annual meeting of shareholders (Item 1)	FOR EACH DIRECTOR NOMINEE	15
Amendment of the Company’s Current Certificate to adopt majority voting for directors in uncontested elections (Item 2)	FOR	27
Amendment of the Company’s Current Certificate to provide for exculpation of corporate officers as permitted by Delaware law (Item 3)	FOR	30
Amendment of the Company’s Current Certificate to require claims brought under the Securities Act of 1933 be brought only in federal court (Item 4)	FOR	33
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023 (Item 5)	FOR	36
Advisory vote to approve compensation of the Company’s named executive officers (Say-on-Pay) (Item 6)	FOR	39
Advisory vote on the frequency of the Company’s Say-on-Pay vote (Item 7)	FOR ONE YEAR FREQUENCY	40

How to Cast Your Vote

You may submit your vote by Internet, telephone or mail.


			INTERNET To vote before the Meeting, visit www.envisionreports.com/CHX To vote at the meeting, visit www.meetnow.global/MJXA2WH You will need the control number on your Notice or proxy card			BY TELEPHONE 1-800-652-8683 until 8:00 a.m., Central Time on May 10, 2023			BY MAIL Completing, signing, dating and returning your proxy or voting instruction card before May 10, 2023

Board and Board Committees; Board Nominees

Name

Age

Principal Occupation

Independent

Committee Memberships

Other Public Company Boards

Current Board Members Nominated for Re-Election:

Heidi S. Alderman

Former Senior Vice President, Intermediates, BASF Corporation

Yes

COMP

Olin Corp.

Mamatha Chamarthi

Head of Software Business & Product Management (Global, Americas, Asia), Stellantis N.V.

Yes

COMP, AUD

None

Carlos A. Fierro

Senior Advisor, Guggenheim Securities

Yes

AUD

None

Gary P. Luquette

Retired Chief Executive Officer, Frank’s International N.V.

Yes

COMP, G&N

None

Elaine Pickle

Retired Senior Audit Partner, Ernst & Young LLP

Yes

AUD

DT Midstream

Stuart Porter

Founder, Managing Partner, CEO and Chief Investment Officer, Denham Capital

Yes

AUD

None

Daniel W. Rabun

Retired Chief Executive Officer, Ensco plc

Yes

COMP, G&N

APA Corp.; Golar LNG

Sivasankaran (“Soma”) Somasundaram

President & Chief Executive Officer, ChampionX

Magellan Midstream

Stephen M. Todd

Retired Global Vice Chairman, Ernst & Young Global Ltd.

Yes

AUD

Dover Corp.

Current Board Member Retiring and Not Standing for Re-Election:

Stephen K. Wagner

Retired Partner, Deloitte LLP

Yes

AUD, G&N

Dover Corp.

The standing committees of the Board are the Audit Committee (AUD), Compensation Committee (COMP), and Governance and Nominating Committee (G&N).

At the conclusion of the Meeting, Ms. Alderman will join the G&N Committee, Ms. Chamarthi will depart the COMP Committee, and Mr. Porter will join the COMP Committee and leave the AUD Committee.

For the year ended December 31, 2022, each of our directors attended 100% of the meetings of the Board and the Board committees on which the director served.

Director Highlights

Gender Diversity

Racial/Ethnic Diversity

Independent

⅓

8 of 9


Age			Tenure
45%	45%	10%	45%	55%
< 60	60-69	70+	< 3 years	3-5 years

Governance Highlights

The following actions are reflective of our commitment to transparency and good corporate governance:

Independent Chairman of the Board

8 of 9 directors are independent

Majority of Board seats held by women or persons of Asian or Hispanic background

All members of Board committees are independent

Stock ownership guidelines for directors and senior officers

Directors and officers of the Company are prohibited from pledging (subject to limited exceptions) or hedging shares of our stock

Executive compensation clawback policy

Robust management and Board succession planning

Executive sessions of independent directors

Comprehensive individual Board member evaluations

Business Highlights

2022 was a year of strong momentum for ChampionX. In June, we marked the two-year anniversary of our transformational merger that brought the Chemical Technologies business into the Company (the “Merger”). Amid an inflationary environment and supply chain and logistics headwinds that continued into 2022, ChampionX delivered robust financial performance, including revenue growth, adjusted EBITDA margin expansion, and free cash flow generation. In 2022, we executed on our commitment to return capital to shareholders, by initiating a quarterly dividend of $0.075 per share of our common stock, and adopting a $750 million share repurchase program, with $180 million repurchased in 2022. ChampionX successfully executed on its strategic objectives in 2022, including increasing new customer wins 50% over the prior year, and growing the pipeline of identified potential opportunities by just under 50%, setting the foundation for continued momentum in revenue synergy realization, a key strategic benefit of the Merger. In addition, revenue from digital and emissions products and services increased 36% in 2022, as we continue to identify solutions to help our customers maximize the value of their producing assets in sustainable and cost-effective ways.

We remain focused on delivering solid bottom-line growth and are committed to creating value for our shareholders.

Executive Compensation Highlights

The Compensation Committee is committed to targeting reasonable and competitive total compensation for our executive officers, with a significant portion of compensation being performance-based. In 2022, increases to executive officer compensation were made primarily in annual incentive and equity components to further incentivize achievement of business performance that generates shareholder value over the short- and long-term. Further, the peer group for determining relative total shareholder return for purposes of the performance awards that are payable, if at all, after a three-year period, was customized to include more oilfield services and chemicals companies that were larger than the Company, and remove some companies smaller than the Company, to further incentivize execution on strategic objectives designed for long-term growth and enhancing shareholder value.


			CEO Annual Compensation 87% Performance-Based in 2022			Non-CEO Named Executive Officer Annual Compensation 77% Performance-Based in 2022

iii

Our compensation program is designed to align with and drive achievement of our business strategies. Core elements include a base salary, a short-term incentive, and long-term incentives which:

•Correlate executive pay with our financial performance on both a short-term and long-term basis;

•Emphasize operating performance and support our business strategies; and

•Link executive pay to measures that drive shareholder value.

Named Executive Officers

For 2022, our Named Executive Officers (“NEOs”) were:


Name	Age	Title
Soma Somasundaram	57	President and Chief Executive Officer
Kenneth M. Fisher	61	Executive Vice President and Chief Financial Officer
Deric Bryant	50	Chief Operating Officer and President, Chemical Technologies
Paul E. Mahoney	59	President, Production & Automation Technologies
Julia Wright	47	Senior Vice President, General Counsel and Secretary

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PwC”) served as our independent registered public accountants for the year ended December 31, 2022 and provided certain tax and other services to us. Representatives of PwC are expected to be present online at the virtual Meeting with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders. As a matter of good corporate governance, we are requesting our shareholders ratify the selection of PwC as our independent registered public accountants for the year ending December 31, 2023.

Important Dates for 2024 Annual Meeting of Shareholders

•Shareholder proposals submitted for inclusion under rules of the Securities and Exchange Commission (“SEC”) in the proxy statement for our 2024 annual meeting of shareholders (the “2024 Annual Meeting”) must be submitted in writing and received by our Secretary on or before November 30, 2023, unless the date of the 2024 Annual Meeting has been changed by more than 30 days from the date of this Meeting, in which case, the deadline would be a reasonable time before we begin to print and send our proxy materials for the 2024 Annual Meeting.

•Under our by-laws, shareholder proposals or director nominations to be presented in person at the 2024 Annual Meeting (but not included in the proxy statement for such meeting) must be submitted in writing and received by our Secretary not earlier than the close of business on January 11, 2024 and not later than the close of business on February 9, 2024, unless the 2024 Annual Meeting is called for a date that is not within 30 days before or after the anniversary date of the Meeting, in which case the proposal or nomination must be received not later than the close of business on the 10th day following the day on which notice of the date of the 2024 Annual Meeting is mailed or public disclosure of the date of the 2024 Annual Meeting is made, whichever first occurs.

•In addition to satisfying the notice, informational and other requirements contained in our by-laws, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (the “Exchange Act”), which notice must be postmarked or transmitted electronically to the Company at its principal executive office no later than March 11, 2024, unless the date of the 2024 Annual Meeting has been changed by more than 30 days from the anniversary date of the Meeting, in which case, the deadline is the later of 60 days prior to the date of the 2024 Annual Meeting or the tenth day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by the Company.

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1
Date, Place and Time of Meeting			1
Record Date			1
Quorum			1
Attending the Meeting			1
Electronic Delivery of Proxy Materials			2
Items of Business			2
Vote Required			2
Voting Procedures			3
Effect of Abstentions, Withheld Votes and Broker Non-Votes			3
Revoking Your Proxy			3
Proxy Solicitation Costs			3
Inspector of Election			4
Voting Results			4
IMPROVING LIVES WHILE SUSTAINABLY UNLOCKING ENERGY			5
CORPORATE GOVERNANCE			6
Governance Guidelines and Codes			6
Board Leadership Structure			6
Risk Oversight			6
Change in Director Occupation			9
Director Retirement Age and Tenure Policy			9
Succession Planning			9
Director Attendance at Shareholders Meetings			9
Stock Ownership Guidelines			10
Anti-Hedging and Anti-Pledging Policy			10
Directors’ Meetings			10
Board and Committee Evaluations			10
Procedures for Approval of Related Person Transactions			10
Communication with the Board			11
Director Independence			11
Committees of the Board of Directors			11
ITEM 1: ELECTION OF DIRECTORS			15
Nominees for Director Standing for Election			16
Director Retiring and Not Standing for Re-Election			21
Director Qualifications and Diversity Matrix			22
Director Compensation			23
2022 Director Compensation Table			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			25
ITEM 2: AMEND THE CERTIFICATE OF INCORPORATION TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS			27
ITEM 3: AMEND THE CERTIFICATE OF INCORPORATION TO PERMIT EXCULPATION OF CORPORATE OFFICERS			30


ITEM 4: AMEND THE CERTIFICATE OF INCORPORATION TO REQUIRE CLAIMS UNDER THE SECURITIES ACT OF 1933 BE BROUGHT IN FEDERAL COURT			33
ITEM 5: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
AUDIT COMMITTEE REPORT			37
FEES PAID TO PRICEWATERHOUSECOOPERS LLP			38
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm			38
ITEM 6: ADVISORY VOTE TO APPROVE COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS			39
ITEM 7: ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES			40
COMPENSATION DISCUSSION AND ANALYSIS			41
Key Compensation Overview for 2022			41
Compensation Principles and Best Practices			42
Summary of 2022 Compensation for Named Executive Officers			45
Performance-Based Compensation			45
Elements of Our Executive Compensation Program			46
Other Benefits			54
Additional Executive Compensation Governance Considerations			55
Conclusion			56
COMPENSATION COMMITTEE REPORT			56
EXECUTIVE COMPENSATION TABLES			57
2022 Summary Compensation Table			57
Grants of Plan-Based Awards in 2022			58
Outstanding Equity Awards at Fiscal Year-End 2022			59
Option Exercises and Stock Vested in 2022			60
Pension Benefits			60
Delinquent Section 16(a) Reports			60
2022 Nonqualified Deferred Compensation			61
CEO Pay Ratio			62
Potential Payments upon Termination or Change-in-Control			63
Pay-versus-Performance			66
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2024 ANNUAL MEETING			69
Appendix A			70

ChampionX Corporation

2445 Technology Forest Boulevard

Building 4, 12th Floor

The Woodlands, Texas 77381

www.championx.com

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

We are providing this Proxy Statement to our shareholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ChampionX Corporation (“ChampionX,” the “Company,” “we,” “us” or “our”) for use at our 2023 Annual Meeting of Shareholders (the “Meeting”). We plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials, how to vote online, and how to obtain a paper copy of the proxy materials, on or about March 29, 2023.

Date, Place and Time of Meeting

The Meeting will be conducted virtually and exclusively via live webcast at www.meetnow.global/MJXA2WH on May 10, 2023 at 8:00 a.m., Central Time. Instructions for participating in the Meeting and submitting questions during the Meeting are found below under the heading “Attending the Meeting.”

Record Date

The record date for determining shareholders eligible to vote at the Meeting was March 13, 2023. As of the close of business on that date, we had outstanding 197,961,521 shares of common stock. Each share of common stock is entitled to one vote on each matter and shareholders may not cumulate their votes.

A list of shareholders entitled to vote at the Meeting will be available for examination by any shareholder for any purpose relevant to the Meeting during ordinary business hours at our offices at 2445 Technology Forest Boulevard, Building 4, 12th Floor, The Woodlands, Texas 77381, for ten days prior to the Meeting.

Quorum

For purposes of the Meeting, there will be a quorum if the holders of a majority of the shares of our common stock issued and outstanding on the record date are present in person or by proxy. Abstentions. withheld votes and broker non-votes will be counted for purposes of determining whether a quorum is present.

Attending the Meeting

If your shares are registered directly in your name with our transfer agent, you do not need to register to attend the Meeting virtually. To participate in the virtual Meeting, you will need the control number included on your Notice, proxy or voting instruction card.

If your shares are held in a stock brokerage account or by a bank or other nominee, you must register in advance to attend the Meeting virtually. To register, please request proof of your proxy power reflecting your ChampionX holdings from your broker or other nominee, and submit it along with your name and email address to Computershare, our transfer agent. Requests for registration must be labeled “Legal Proxy” and be received no later than 4:00 p.m., Central Time on May 5, 2023. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Registration materials and information should be sent:

By email: legalproxy@computershare.com

By mail: Computershare

ChampionX Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

The Meeting webcast will begin promptly at 8:00 a.m., Central Time. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 7:30 a.m., Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Meeting, support is available at 1-888-724-2416 (inside the United States and Canada) or 1-781-575-2748 (all other locations).

You will be able to attend the Meeting online, vote your shares electronically and submit questions during the Meeting by visiting www.meetnow.global/MJXA2WH. We will try to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Electronic Delivery of Proxy Materials

As permitted under SEC rules, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of these proxy materials. We believe that this process expedites receipt of our proxy materials by shareholders, while lowering the costs and reducing the environmental impact of the Meeting. All shareholders will have the ability to access the proxy materials over the Internet and to request a paper copy by mail or an electronic copy by e-mail by following the instructions in the Notice.

Items of Business

There are seven items scheduled to be voted on at the Meeting:

1.Election of nine directors named in this Proxy Statement;

2.Amendment of the Company’s amended and restated certificate of incorporation (the “Current Certificate”) to adopt majority voting for directors in uncontested elections (the “Majority Voting Amendment”);

3.Amendment of the Company’s Current Certificate to provide for exculpation of corporate officers as permitted by Delaware law (the “Exculpation Amendment”);

4.Amendment of the Company’s Current Certificate to require claims brought under the Securities Act of 1933 (the “Securities Act”) be brought only in federal court (the “Federal Forum Amendment” and, together with the Majority Voting Amendment and the Exculpation Amendment, the “Certificate Amendments”);

5.Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2023;

6.Advisory vote to approve the compensation of the Company’s named executive officers for 2022 (“Say-on-Pay”); and

7.Advisory vote to approve the frequency of future Say-on-Pay votes (“Say-When-on-Pay”).

Vote Required

At the Meeting, a plurality of the votes cast is required to elect directors. Accordingly, the nine nominees receiving the highest number of affirmative (or “for”) votes will be elected as directors. Withheld votes and broker non-votes will have no effect on the outcome of the election of directors.

Approval of each Certificate Amendment requires the affirmative vote of a majority of the issued and outstanding shares of the Company. Abstentions and broker non-votes will have the same effect as a vote “against” each proposal.

The ratification of the appointment of PwC, the Say-on-Pay proposal and the Say-When-on-Pay proposal each require the affirmative vote of a majority of the shares present online or by proxy and entitled to vote at the Meeting. If none of the frequency options for the Say-When-on-Pay proposal receive a majority of the votes, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders. The votes on Say-on-Pay and Say-When-on-Pay are non-binding, but the Board will consider the result of the votes in making future decisions.

Voting Procedures

Most holders of our common stock hold their shares beneficially through a broker, bank or other nominee rather than of record directly in their own name. As summarized below, there are some differences in the way to vote shares held of record and those owned beneficially.

If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record of those shares. As a shareholder of record, you may vote online at the virtual Meeting, or by proxy over the Internet, by telephone or by mail by following the instructions provided in our proxy materials. If you are a shareholder of record and vote electronically, by mail or by telephone without making any specific selection, then your shares will be voted FOR all items.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares held in “street name,” and you must follow the instructions provided by your broker or other nominee to vote your shares. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote your shares and you are also invited to attend the virtual Meeting online. Your broker or other nominee will provide a voting instruction card for you to use in directing your broker or other nominee as to how to vote your shares, as well as instructions if you want to vote online at the Meeting. We strongly encourage you to instruct your broker or nominee how you wish to vote.

If you are a beneficial owner of shares and do not provide your broker or other nominee with voting instructions, the broker or other nominee will have discretionary authority to vote only on a routine matter. Brokers may vote on routine matters, such as ratification of the independent auditor, without customer voting instructions. However, brokers may not vote on non-routine matters, such as the election of directors, amendments to the certificate of incorporation and approval of executive compensation, without customer voting instructions. Broker-held shares that are not voted on non-routine matters are referred to as “broker non-votes.”

Effect of Abstentions, Withheld Votes and Broker Non-Votes

Broker non-votes will not affect the outcome of the vote on Items 1, 5, 6 or 7. Broker non-votes will have the effect as a vote “against” Items 2, 3 and 4.

The voting options for Item 1 are “for” and “withheld;” the voting options for Items 2, 3, 4, 5 and 6 are “for,” “against” and “abstain;” and the voting options for Item 7 are “1 year,” “2 year,” “3 year” and “abstain.” If you specify that you wish to “abstain” from voting on an item, then your shares will not be voted on that particular item. Withheld votes will not affect the outcome of the vote on Item 1. Abstentions will have the same effect as a vote against Items 2, 3, 4, 5 and 6 and will have no effect on the outcome of the vote on Item 7.

Revoking Your Proxy

If you are a shareholder of record, whether you give your proxy over the Internet, by telephone or by mail, you may revoke it at any time before it is exercised. You may enter a new vote by voting online at the virtual Meeting, electronically, by mail or by telephone so long as it is received prior to the Meeting. If you hold your shares beneficially in “street name” through a broker or other nominee, you must follow the instructions provided by your broker or nominee as to whether and how you may revoke your proxy.

Proxy Solicitation Costs

We will bear the cost of soliciting proxies and will reimburse brokerage firms and other nominees for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. We may conduct solicitation of proxies by mail, personally, telephonically, or by email, through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. In addition, to assist us with our solicitation efforts, we have retained the services of Georgeson LLC at a cost of approximately $13,500 plus expenses.

Inspector of Election

A representative of Computershare will serve as the inspector of election at the Meeting.

Voting Results

We will announce preliminary voting results during the virtual Meeting and report final voting results within four business days of the Meeting on a Current Report on Form 8-K. You can access that Current Report on Form 8-K and our other reports we file with the SEC at our website www.investors.championx.com or at the SEC’s website www.sec.gov. The information provided on these websites is for information purposes only and is not incorporated by reference into this Proxy Statement.

Our operating principles detail how we get things done, efficiently and with focus.

Our culture guides how we work together. These are the fundamental beliefs on which our business is based.

Customer Advocates

We provide value to customers by understanding their challenges and delivering responsive, innovative solutions.

People Oriented

We prioritize our people and value a culture based on safe, ethical practices, relationships, and empowerment.

Health, Safety, Environment

The safety of our employees, customers, shareholders, and communities is vitally important.

Sustainability

At ChampionX, we are passionate and purposeful about the safe and sustainable provision of energy for the world. Through our innovative products and processes, we help our customers and industry partners meet their goals of reducing their carbon footprint, overall waste production, and greenhouse gas emissions.

Technology with Impact

We use the power of science, insights, and experience to design and deliver technology with impact.

Driven to Improve

We are passionate and purposeful about continuously improving our business and delivering energy responsibly.

Corporate Responsibility

ChampionX believes that our performance as a corporate citizen is important to our success as a purpose-driven company.

Diversity and Inclusion (D&I)

ChampionX is committed to building and fostering a diverse and inclusive workplace where all employees feel a sense of belonging to our organization’s culture and purpose.

Improving Lives While Sustainably Unlocking Energy

_____________________________________________________________________________________

The unified purpose that inspires the ChampionX workforce every day is Improving Lives for our customers, employees, shareholders, and communities, while sustainably Unlocking Energy the world needs. In this way, our very purpose is rooted in environmental, social and governance (“ESG”) considerations. Integrating ESG into our strategic priorities helps ChampionX meet our stakeholders’ needs, manage risk, and deliver operational excellence.

In September 2022, we published our inaugural corporate sustainability report summarizing the progress we made on our ESG journey in 2021. The report represents a milestone in our company’s journey to more deeply embed the ESG Priorities most relevant to our internal and external stakeholders into our culture, our strategy, and all facets of our business.

At ChampionX, we understand that ESG is about more than just greenhouse gas emissions. Our holistic approach considers how our actions can impact a broad range of environmental, social, and corporate governance factors. This includes everything from air quality and materials management to employee health and safety, diversity and inclusion, customer aspirations and data security, business ethics and competitive differentiation

In 2021, our cross-functional ESG Working Group completed a comprehensive ESG Priorities Assessment, a key step in developing our ESG framework and roadmap. As a result, we committed to advance four ESG Priorities to address key opportunities and risks:

•Greenhouse Gas (GHG) Emissions

•Decarbonization Technologies

•Sustainable Innovation and Digital Transformation

•Employee Attraction, Retention and Development

We are embedding ESG considerations into our work to help our customers responsibly maximize their operations, as well as to reduce our operational footprint, implement waste reduction efforts, and innovate solutions for efficient resource use. The report highlighting the Company’s meaningful ESG initiatives and impacts in 2021 is available on our website at ChampionX.com, under the Safety & Sustainability menu by choosing “Commitment to Sustainability.”

Our continuous improvement culture at ChampionX compels us to get better every day, which is what we strive to do on our ESG journey. As the energy industry continues to evolve, we are committed to innovate to help solve our customers’ problems, while simultaneously reducing our environmental footprint. We will apply rigor so we can set credible GHG emissions reduction targets in the future. In addition, ChampionX will strive to create an inviting, respectful workplace that supports our employees in their careers and community service. As we move forward, our ESG Priorities and our purpose of Improving Lives and Unlocking Energy will keep us focused on creating value for ChampionX stakeholders.


Most Admired CEO & DEI Champion						Best Energy Workplace
In 2022, Soma Somasundaram was named a Most Admired CEO by the Houston Business Journal and was recognized by the Energy Workforce & Technology Council as the 2022 Recipient of their DEI Champion Award for his commitment and advocacy for diversity, equity and inclusion in the energy services and technology industry.						ALLY Energy™ named ChampionX a Best Energy Workplace in 2022 for a second consecutive year.

						ALLY Energy is a global professional network developing a diverse and inclusive energy workforce. ALLY Energy includes professionals in 120 countries in nearly 1,000 companies across energy in oil and natural gas, utilities, renewables and climate technology.

Corporate Governance

______________________________________________________________________________

ChampionX is committed to conducting business in accordance with the highest level of ethical and corporate governance standards. Our Board periodically reviews its corporate governance practices and takes other actions to address changes in regulatory requirements, developments in governance best practices and matters raised by shareholders. The following describes some of the actions ChampionX has taken to help ensure our conduct earns the respect and trust of shareholders, customers, business partners, employees and the communities in which we live and work.

Governance Guidelines and Codes

The Board maintains written Corporate Governance Guidelines that set forth the responsibilities of the Board and the qualifications and independence of its members and the members of its standing committees. In addition, the Board adopted, among other codes and policies, a Code of Business Conduct & Ethics setting forth standards applicable to all of ChampionX’s companies and employees, a Code of Ethics for Chief Executive Officer and Senior Financial Officers applicable to our CEO, Chief Financial Officer, principal accounting officer and controller, and charters for each of its standing committees. Our culture makes ethics a priority and we expect every employee to act with honesty and integrity. To further our commitment to improve lives by protecting and advancing human dignity and human rights in our global business practices, in 2023 the Board adopted our Human Rights Policy governing how we treat everyone, including our customers, employees, and business partners. The Human Rights Policy also applies throughout our supply chain, and together with our Global Anti-Human Trafficking Policy, we seek to drive ethical sourcing practices aimed at protecting human rights and supporting diverse suppliers. The Company also adopted a Supplier Code of Conduct to guide our suppliers on engaging in ethical, responsible and legal business practices in their operations around the world. All of these documents are available on our website at www.championx.com. Any waivers to our Code of Business Conduct & Ethics for directors or executive officers can only be made by the Board. There were no waivers of the Code of Business Conduct & Ethics or the Code of Ethics for Chief Executive Officer and Senior Financial Officers in 2022.

Board Leadership Structure

Our Board maintains a structure whereby the Chair of the Board is an independent director. Our Board believes that having a chair who is independent of management provides strong leadership for the Board and helps ensure critical and independent thinking with respect to our Company’s strategy and performance. Our CEO is also a member of the Board as the management representative. We believe this is important to make information and insight directly available to the directors in their deliberations. Our Board believes that this structure provides an appropriate, well-functioning balance between non-management and management directors that combines experience, accountability and effective risk oversight. Under our Corporate Governance Guidelines, the Chair of the Board and the CEO role may be filled by the same individual, but the Board does not currently anticipate doing so. However, in light of the significant benefits provided by strong independent leadership, in the event the Chair of the Board is not independent, the non-employee directors of the Board will select a Lead Director who will have authority to, among other things, serve a liaison between the Chair of the Board and the independent directors, be available for consultation and direct communication with major shareholders, lead executive sessions of the Board, call meetings of the independent directors, and approve meeting agendas, schedules and information sent to the Board.

Risk Oversight

Senior management is responsible for day-to-day management of risks facing ChampionX, including the creation of appropriate risk management policies and procedures. The Board is responsible for overseeing management in the execution of these responsibilities and for assessing the Company’s overall approach to risk management. The Board regularly assesses significant risks to the Company in the course of its review and oversight of the Company’s strategy and the Company’s annual operating plan. As part of its responsibilities, the Board and its standing committees also regularly review material strategic, operational, financial, legal, compensation and compliance risks with executive officers. As part of the Board’s review of the Company’s risk management policies and procedures in

2022, the Board concluded that the programs and practices are not reasonably likely to have a material adverse effect on the Company.

Oversight of specific risks is undertaken within the committees of the Board, including:

Audit Committee

Compensation Committee

Governance and Nominating
Committee

Risks related to financial and other regulatory reporting

Risks related to compensation practices, including performance criteria and responding to shareholder “Say-on-Pay” votes

Risks related to sustainability/ESG strategy, initiatives and policies

Risks related to internal controls and enterprise risk assessment and management

Risks related to CEO and management succession

Risks related to CEO and management performance and emergency CEO succession

Risks related to compliance and legal matters, including complaints from whistleblowers

Risks related to talent recruitment, development and retention

Risks related to conflicts of interest and compliance with the Code of Business Conduct & Ethics

Risks related to cybersecurity and data and information technology systems

Compliance with stock ownership guidelines by directors and management

Risks related to board composition, suitability and performance

As part of the Audit Committee’s oversight of compliance matters, the Company’s Chief Compliance Officer reports quarterly to the Audit Committee regarding compliance with the Company’s codes and policies, including the Code of Business Conduct & Ethics and Code of Ethics for Chief Executive Officer and Senior Financial Officers. In addition, the Company’s Chief Compliance Officer reviews and assesses the design of the Company’s compliance program, including resources dedicated to the program, on an annual basis with the entire Board.

In 2021, our ESG Working Group identified the four ESG Priorities critically important to our internal and external stakeholders. Reports on the progress made by the ESG Working Group, and by the cross-functional workstreams it created to integrate ESG priorities within the facets of the Company’s day-to-day work, are made to the Governance and Nominating Committee, or to the full Board, quarterly. Through these reports, the Governance and Nominating Committee oversees integration and alignment of the ESG Priorities with the Company’s strategic objectives and operating principles, as well as the ways in which such priorities, integration and alignment may enhance, or form risk to, shareholder value.

Cybersecurity. The Audit Committee oversees the Company’s global cybersecurity risk environment and the Company’s cybersecurity strategy and priorities. The Company’s Senior Vice President and Chief Information Officer (the “CIO”), together with other senior leadership, regularly reviews with the committee the Company’s global information technology matters, including technology and cybersecurity structure and strategic efforts to protect, optimize and support the growth of the Company, as well as the Company’s internal assessment of cybersecurity risk management capabilities. The Company utilizes the National Institute of Standards & Technology Framework for Improving Critical Infrastructure Cybersecurity (NIST Framework), a toolkit for organizations to manage cybersecurity risk, in its assessment of cybersecurity capabilities and in developing cybersecurity priorities. In addition to internal assessments, the Company’s cybersecurity strategy and capabilities are evaluated and audited against the NIST Framework and industry best practices by independent, third-party, leading specialists in cybersecurity. Our CIO and senior leadership review the results of the independent assessment with the committee, together with measures to be implemented to further strengthen the Company’s information technology infrastructure as the Company grows and evolves. The Company regularly provides information technology and cybersecurity training to employees, with at least one training session per year, and regular distribution of cybersecurity safety tips. The Company also conducts regular internal phishing education campaigns to heighten employee awareness to cyber security threats, and our CIO reviews the results of these campaigns, as well as the progress of employee training, in her regular reports to the Audit Committee.

Enterprise Risk Management. The Audit Committee currently maintains responsibility for overseeing the Company’s enterprise risk management process and regularly reviews the Company’s major risk exposures and steps management has taken to monitor and control such exposure. The Company maintains an Enterprise Risk Committee with broad responsibility for the identification of material risks for the Company and the Company’s risk management process. The Enterprise Risk Committee consists of members from executive management, corporate compliance and internal audit, and has responsibilities that include the following:

•Implementation and maintenance of a process to identify, evaluate and prioritize risks to the achievement of the Company’s objectives;

•Alignment of risk decisions with the Company’s values, policies, procedures, and performance metrics;

•Support for the integration of risk assessment and controls into day-to-day business processes, planning and decision-making, including the availability of information and alignment with information technology assets;

•Identification of roles and responsibilities across the Company with responsibility for risk assessment and control functions;

•Regular evaluation of the overall design and operation of the risk assessment and control process, including the development of relevant metrics; and

•Regular reports to senior management and the Board of Directors regarding its processes and the most significant risks to the achievement of the Company’s objectives.

Compensation and Risk

We believe that our compensation programs are designed with appropriate risk mitigators, including:

•stock ownership guidelines for executive officers that align the interests of the executive officers with those of our shareholders;

•mix of base salary, cash incentive opportunities, and long-term equity compensation, that provides a balance of short-term and long-term incentives with fixed and variable components;

•inclusion of non-financial metrics, such as qualitative performance factors, in determining actual compensation payouts;

•use of restricted stock and other equity awards, including performance shares, that typically vest over a multi-year period, to encourage executives to take actions that promote the long-term sustainability of our business;

•evaluating compensation values and designs against industry peers to remain competitive and retain key talent;

•an absolute total shareholder return (“TSR”) collar on performance awards to limit amounts paid if absolute TSR declines over the performance period, and provides a payment floor if absolute TSR exceeds 15%, to align executives’ interests with those of our shareholders; and

•an executive compensation clawback policy with a three-year lookback providing for the recovery from an executive officer of any incentive compensation granted on the basis of financial or operating results that are subject to a material negative restatement as the result of fraud, intentional misconduct or gross negligence of the executive officer.

In 2022, the SEC adopted final rules requiring the clawback of compensation from any current or former executive officer of incentive compensation erroneously awarded due to an accounting restatement with a three-year lookback period. The new SEC rule requires the national securities exchanges, including Nasdaq, to adopt listing standards, to become effective no later than November 28, 2023, that require listed companies to adopt and comply with the new clawback policy, and to provide disclosure regarding such policy and how it is implemented. We will monitor the listing standards that Nasdaq adopts and amend our executive compensation clawback policy in compliance with those standards once the listing standards are finalized and effective.

Change in Director Occupation

Directors who retire or substantially change their principal position of employment are required to tender their resignation from the Board to the Governance and Nominating Committee, which the committee then considers and recommends to the Board whether to accept or reject the resignation.

Director Retirement Age and Tenure Policy

Pursuant to our Corporate Governance Guidelines, beginning with this Meeting, a non-employee director may not stand for re-election after he or she attains the age of 72 years. A non-employee director also may not stand for re-election upon the completion of ten years of service. The Board may waive these policies for a director in certain circumstances, and will include the rationale for such waiver in the proxy materials nominating such director for re-election.

In accordance with the effectiveness of the retirement age policy with this Meeting, Stephen K. Wagner is not standing for re-election. Stephen M. Todd has also previously reached the age of 72 years and the Board has waived the retirement age policy to nominate Mr. Todd for re-election at the Meeting. The waiver was made in consideration of Mr. Todd’s deep understanding of the Company, in light of his service on the Board since the Company’s spin from Dover Corporation in 2018 and his service on Dover Corporation’s Board since 2010. In addition, his service on the Audit Committee helps to provide continuity of leadership, knowledge and experience given Mr. Wagner’s retirement and departure from the Audit Committee, Mr. Porter’s departure of the Audit Committee at the conclusion of the Meeting, and the addition of Ms. Chamarthi, Ms. Pickle and Mr. Fierro as members of the Audit Committee in 2023.

Succession Planning

In accordance with our Corporate Governance Guidelines, the Board is responsible for oversight of management succession planning and believes in the importance of a sound management succession process. Our CEO, with the assistance of the Compensation Committee, is responsible for developing and maintaining a succession process and advising the Board on planning for potential successor CEOs as well as other key senior executive officers of the Company, including in the event of an unexpected occurrence. The independent members of the Board are responsible for oversight of this succession planning and review the succession plan at least annually.

The Governance and Nominating Committee, with the assistance of the CEO, prepares and recommends to the Board a description of the ideal experience and qualities of a CEO of the Company, and has developed policies and procedures for the selection of a new CEO in the event of an emergency or the retirement of the CEO. The Board reviews and evaluates management succession at least annually, in connection with a report by the Compensation Committee, including recommendations, evaluations and monitoring of the development of internal candidates.

The Board also believes that developing its own succession plan is important, reviewing, on an annual basis, its director selection criteria, and its approach to Board and committee leadership structure and membership, with a focus on critical board skills, diversity and independence.

Director Attendance at Shareholders Meetings

Recognizing that director attendance at our annual meetings of shareholders can provide our shareholders with an opportunity to communicate with the directors about matters affecting the Company, our directors are encouraged to attend such meetings. All of our directors then in office attended the 2022 annual meeting of shareholders.

Stock Ownership Guidelines

The Company maintains a policy that requires executive officers to hold a number of shares with a value at least equal to a pre-determined multiple of each executive officer’s annual salary within five years from the date the executive becomes subject to the guidelines. This policy is discussed in the “Additional Executive Compensation Governance Considerations” section of the Compensation Discussion and Analysis. In addition, each independent director is expected to hold a number of shares with a value at least equal to five times the base annual cash compensation paid to each such director during the period he or she is a director. See the section titled “Director Compensation” for additional information.

Anti-Hedging and Anti-Pledging Policy

The Company maintains a Securities Trading Policy which prohibits directors, officers, and certain other employees from pledging (subject to limited exceptions) or hedging shares of ChampionX stock.

Directors’ Meetings

During 2022, the Board met five times and held informational sessions with management to review and discuss matters and opportunities related to the Company’s execution of its strategic objectives. Each director then in office attended 100% of the meetings of the Board and the Board committees on which the director served. The Board conducts executive sessions in conjunction with its regularly scheduled meetings at least quarterly without management representatives present. Mr. Rabun, as Chairman of the Board, presides at these sessions. If Mr. Rabun is determined to no longer be an independent director or is not present at any of these sessions, the non-employee directors of the Board shall elect a Lead Director to preside.

Board and Committee Evaluations

The Board and each of its committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and at the committee levels. The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and ensuring Board effectiveness. The Governance and Nominating Committee oversees an annual evaluation process led by the committee’s chair and the Chairman of the Board. Each director completes a detailed written annual evaluation of the Board and the committees on which he or she serves. These Board evaluations are designed to assess the skills, qualifications, and experience represented on the Board and its committees, and to determine whether the Board and committees are functioning effectively. The process also evaluates the relationship between management and the Board, including the level of access to management, responsiveness of management, and the effectiveness of the Board’s evaluation of management performance. The results of this Board evaluation are discussed in executive session by the full Board. The results of each committee evaluation are discussed in executive session by each committee and then reported to the full Board in executive session. Changes to the Board’s and its committees’ practices are implemented as appropriate. In addition, evaluations of the performance of individual directors are completed bi-annually, conducted through interviews with the Chairman of the Board and the chair of the Governance and Nominating Committee, who then share the results of these assessments with the individual directors. The Chairman of the Board and the chair of the Governance and Nominating Committee do not participate in the interviews related to their own performance.

Procedures for Approval of Related Person Transactions

We generally do not engage in transactions in which our executive officers or directors, any of their immediate family members or any shareholders holding 5% or more of our outstanding common stock have a material interest. Should a proposed transaction or series of similar transactions involve any such persons and in an amount that exceeds $120,000, the transaction would be reviewed by the Governance and Nominating Committee in accordance with the Related Person Transactions Policy and Procedures adopted by the Board, which are posted on our website.

Under the procedures, our General Counsel determines whether a proposed transaction requires review under the policy and, if so, presents the transaction to the Governance and Nominating Committee for review and

consideration at its next regularly scheduled meeting. The Governance and Nominating Committee reviews the relevant facts and circumstances of the transaction and approves, rejects or ratifies the transaction. If the proposed transaction is immaterial, the chair of the Governance and Nominating Committee may approve the transaction and report the transaction at the next meeting of the Governance and Nominating Committee. If it is impractical to postpone the proposed transaction until the next meeting of the Governance and Nominating Committee, the chair of such committee decides whether to (i) approve the transaction and report the transaction at the next meeting of the Governance and Nominating Committee or (ii) call a special meeting of the Governance and Nominating Committee to review the transaction. Should the proposed transaction involve the CEO or enough members of the Governance and Nominating Committee to prevent a quorum, the disinterested members of the committee will review the transaction and make a recommendation to the Board, and the disinterested members of the Board will then approve, reject or ratify the transaction. No director may participate in the review of any transaction in which he or she is a related person.

There were no related person transactions during 2022 that are required to be reported in this Proxy Statement.

Communication with the Board

Shareholders and other interested parties may contact any member of the Board, as a group or individually, any committee, or the independent directors as a group, by writing to them at ChampionX Corporation, c/o Secretary, 2445 Technology Forest Boulevard, Building 4, 12th Floor, The Woodlands, Texas 77381. Our General Counsel and Secretary, an employee, reviews all communications directed to any committee and the Board. The chair of the Audit Committee is promptly notified of any substantive communication involving accounting, internal controls, or audit matters. The Chairman of the Board is promptly notified of any other significant communication, and any Board-related matters which are addressed to a named director are promptly sent to that director. Copies of all communications are available for review by any director. Some communications, such as advertisements, business solicitations, junk mail, resumes, and any communication that is overly hostile, threatening, or illegal will not be forwarded to the Board. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:

•required or advisable in connection with any governmental investigation or report; or

•in the interests of ChampionX, consistent with the goals of our Code of Business Conduct & Ethics.

Director Independence

Director independence is determined in accordance with the listing standards of the various securities exchanges as well as by the rules and regulations of the SEC. Our Corporate Governance Guidelines provide that a significant majority of the Board and all of the members of the Audit, Compensation, and Governance and Nominating Committees must be independent from management and must meet all of the applicable criteria for independence established by Nasdaq and the SEC. Our Board makes an annual determination of the independence of each director. No director may be deemed independent unless the Board determines that neither the director nor any of the director’s immediate family members has a material relationship with ChampionX, directly or as an officer, shareholder or partner of an organization that has a material relationship with ChampionX.

Our Board has determined that each director, except for Mr. Somasundaram, has no material relationship with ChampionX and meets the independence requirements of Nasdaq and the SEC.

Committees of the Board of Directors

Our Board has a standing Audit Committee, Governance and Nominating Committee, and Compensation Committee. The charters adopted by the Board for each committee, which describe each committee’s responsibilities, authority and resources in greater detail, are available on our website at investors.championx.com.

Audit Committee

Stephen M. Todd Meetings Held in 2022: 8

Committee Chair

Additional Committee Members in 2022: Stuart Porter and Stephen K. Wagner

Primary Responsibilities: The Audit Committee is responsible for, among other matters:

•Selecting and engaging the independent registered public accounting firm (“independent auditors”);

•Overseeing the work of the independent auditors and the Company’s internal audit function;

•Approving in advance all services to be provided by, and all fees to be paid to, the independent auditors, who report directly to the committee;

•Overseeing the adequacy and integrity of the Company’s financial statements and its financial reporting and disclosure practices;

•Reviewing with management and the independent auditors the audit plan and results of the auditing engagement;

•Reviewing with management and the independent auditors the quality and adequacy of the Company’s internal control over financial reporting; and

•Overseeing the Company’s financial, legal, cybersecurity, enterprise and compliance risk assessments and programs.

The responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent auditors ChampionX’s annual audited financial statements and quarterly financial statements prior to inclusion in the Company’s Annual Report on Form 10-K, quarterly earnings releases published by the Company, and other public filings in accordance with applicable rules and regulations of the SEC. The Audit Committee also receives regular reports from management with respect to cybersecurity, enterprise and legal and compliance risks.

The Audit Committee holds regular quarterly meetings at which it meets separately with the Company’s independent auditors, and with the Chief Financial Officer to assess certain matters, including the status of the independent audit process, and management’s assessment of the effectiveness of disclosure controls and procedures. In addition, the Audit Committee, as a whole, will review and meet to discuss the contents of each Form 10-Q and review and approve the Form 10-K (including the financial statements) prior to its filing with the SEC.

Independence: All members of the Audit Committee qualify as independent directors for audit committee membership according to the rules and regulations of the SEC and Nasdaq. All members of the Audit Committee are financially literate and qualify as an “audit committee financial expert” as defined under SEC rules and as “financially sophisticated” under Nasdaq corporate governance requirements.

Please see the Audit Committee Report for additional information on the manner in which the committee fulfilled its responsibilities in 2022.

Mamatha Chamarthi, Carlos A. Fierro, and Elaine Pickle joined the Audit Committee in February 2023. At the conclusion of the Meeting, Mr. Porter will depart the Audit Committee and join the Compensation Committee.

Governance and Nominating Committee

Stephen K. Wagner Meetings Held in 2022: 4

Committee Chair

Additional Committee Members in 2022: Gary P. Luquette and Daniel W. Rabun

Primary Responsibilities: The Governance and Nominating Committee is responsible for, among other matters:

•Developing, reviewing, and recommending to the Board corporate governance guidelines and the Company’s Code of Business Conduct & Ethics;

•Identifying and recommending to our Board candidates for election as directors and any changes it believes desirable in the size and composition of the Board;

•Making recommendations to our Board concerning the structure and membership of the Board committees;

•Monitoring and reviewing the overall adequacy of, and overseeing the Company’s ESG strategy, initiatives and policy;

•Overseeing the approval, rejection or ratification of related person transactions in accordance with the Company’s Related Person Transactions Policy and Procedures; and

•Developing and overseeing the process for the Board and committee self-evaluations and the process by which the CEO and senior management are evaluated.

Qualification and Nominations of Directors

The Governance and Nominating Committee considers and recommends to the Board nominees for election to, or for filling any vacancy on, the Board or its committees in accordance with our by-laws, our Corporate Governance Guidelines, and the Governance and Nominating Committee’s charter. The Governance and Nominating Committee periodically reviews the requisite skills and characteristics of Board members as well as the size, composition, functioning and needs of our Board as a whole. To be considered for Board membership, a nominee for director must be an individual who has the highest personal and professional integrity, who has demonstrated exceptional ability and judgment, and who will be most effective, in conjunction with the other members of our Board, in serving the long-term interests of our shareholders.

The Governance and Nominating Committee also considers directors’ qualifications as independent directors (the Board requires that a substantial majority of its members be independent and all of the members of the Audit, Compensation, and Governance and Nominating Committees be independent), the financial literacy of members of the Audit Committee, the qualification of Audit Committee members as “audit committee financial experts” and “financially sophisticated,” the qualification of Compensation Committee members as “non-employee directors” and the diversity, skills, background and experiences of Board members in the context of the needs of the Board. The Governance and Nominating Committee may also consider such other factors as it may deem to be in the best interests of ChampionX and our shareholders. For director nominees who are current directors, the Governance and Nominating Committee considers their history of attendance at Board and committee meetings, as well as preparation for, participation in and contributions to the effectiveness of those meetings in determining whether to nominate them for re-election.

The Board believes that a diverse membership having a variety of skills, styles, experience and competencies is an important feature of a well-functioning board. Accordingly, the Board believes that diversity of viewpoints, backgrounds and experience (inclusive of gender, race and age) should be a consideration in Board succession planning and recruiting, consistent with nominating only the most qualified candidates for the Board who bring the required skills, competencies and fit to the boardroom. The Board remains committed to considering board candidate slates that are as diverse as possible and, to that end, requires that diversity be a central component of search criteria for director candidates.

Whenever the Governance and Nominating Committee concludes, based on the reviews or considerations described above or due to a vacancy, that a new nominee to our Board is required or advisable, it will consider recommendations from directors, management, shareholders and, if it deems appropriate, consultants retained for that purpose. It is the policy of the Governance and Nominating Committee to consider director candidates recommended by the Company’s shareholders and apply the same criteria in considering those director candidates that it employs in considering candidates proposed from any other source. Shareholders who wish to recommend an individual for nomination should send that person’s name and supporting information to the committee, in care of the Secretary of ChampionX. Shareholders who wish to directly nominate an individual for election as a director, without going through the Governance and Nominating Committee must comply with the procedures in our by-laws discussed under “Shareholder Proposals and Nominations for the 2024 Annual Meeting.”

At the conclusion of the Meeting, Mr. Rabun will succeed Mr. Wagner as Chair of the Governance and Nominating Committee and Heidi Alderman will join the Governance and Nominating Committee.

Compensation Committee

Gary P. Luquette Meetings Held in 2022: 4

Committee Chair

Additional Committee Members in 2022: Heidi S. Alderman, Mamatha Chamarthi and Daniel W. Rabun

Primary Responsibilities: The Compensation Committee is responsible for, among other matters:

•Approving compensation of executive officers, as required by Nasdaq governance requirements;

•Granting awards and approving payouts under the Company’s equity plans and its annual executive incentive plan;

•Approving changes to the Company’s compensation plans;

•Reviewing and recommending compensation for the Board;

•Evaluating the relationship between the Company’s incentive compensation arrangements and its risk management policies and practices;

•Reviewing, and discussing with management, the Company’s human capital programs, policies and procedures, including CEO succession planning; and

•Supervising the administration of the compensation plans.

The Compensation Committee, meeting in executive session together with the independent directors of our Board, will approve the compensation of our CEO. The Company’s executives leave meetings of the Compensation Committee during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to remain by the committee.

Independence: Each member of the Compensation Committee qualifies as an independent director for compensation committee membership as defined by applicable Nasdaq listing standards and our Corporate Governance Guidelines. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Compensation Committee Interlocks and Insider Participation: None of the members of the Compensation Committee has served as an officer or employee of the Company. Further, none of the Company’s executive officers has served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

At the conclusion of the Meeting, Ms. Chamarthi will depart the Compensation Committee and Stuart Porter will join the Compensation Committee.

Item 1: Election of Directors

______________________________________________________________________________

The Board has nominated the following members of the Board for election at the Meeting to a one-year term expiring at the 2024 Annual Meeting:


			Heidi Alderman						Stuart Porter
			Mamatha Chamarthi						Daniel W. Rabun
			Carlos A. Fierro						Sivasankaran (“Soma”) Somasundaram
			Gary P. Luquette						Stephen M. Todd
			Elaine Pickle

Stephen K. Wagner, a current member of our Board of Directors, is retiring from the Board at the Meeting. Mr. Wagner has attained the age of 72 years and is not standing for re-election in accordance with the retirement age policy in the Company’s Corporate Governance Guidelines. Upon Mr. Wagner’s retirement, the size of our Board will be reduced to nine members.

Mr. Todd has also reached the age of 72 years and the Board has waived the retirement age policy in the Company’s Corporate Governance Guidelines to nominate Mr. Todd for re-election at the Meeting. The waiver was made in consideration of Mr. Todd’s deep understanding of the Company, in light of his service on the Board since the Company’s spin from Dover Corporation in 2018 and his service on Dover Corporation’s Board since 2010. In addition, his service on the Audit Committee helps to provide continuity of leadership, knowledge and experience given Mr. Wagner’s retirement and departure from the Audit Committee, Mr. Porter’s departure from the Audit Committee, and the addition of Ms. Chamarthi, Ms. Pickle and Mr. Fierro as members of the Audit Committee in 2023.

Mr. Fierro and Ms. Pickle joined the Board in February 2023 and the Meeting is the first time their nominations are being voted upon by our shareholders. All other nominees for election to the Board were elected by our shareholders in 2022.

In recommending the nominees for re-election to the Board, the Governance and Nominating Committee considered their personal and professional ethics, integrity and values, expertise, skills and understanding of the Company’s business environment, diversity of viewpoints, background and experience, and preparation for and participation at Board and committee meetings. Please see “Governance and Nominating Committee – Qualification and Nominations of Directors” for additional information on the criteria and process the Governance and Nominating Committee considers in nominating candidates for election to the Board. A description of each nominee’s individual qualifications are included in their biographical information below.

The Board recommends that you vote FOR the election of each nominee to the Board.

Each nominee has indicated approval of his or her nomination and his or her willingness to serve if elected. If any nominee for election becomes unavailable to serve as a director before the Meeting, an event which we do not anticipate, the persons named as proxies may vote for a substitute nominee or nominees as may be designated by our Board for election at the Meeting. Proxies cannot be voted for more than the number of nominees proposed for re-election. The nine nominees receiving the highest number of votes cast will be elected as directors.

Nominees for Director Standing for Election


Heidi S. Alderman Director since June 3, 2020 Age 63			Ms. Alderman is the former Senior Vice President, Intermediates of BASF Corporation (a global chemical manufacturing company), a position she held from 2016 until her retirement in 2019. Prior to this role, Ms. Alderman held the positions of Senior Vice President, North American Petrochemicals from 2011 to 2016; Senior Vice President, North American Procurement from 2008 to 2011; Vice President, Functional Polymers from 2005 to 2008; and Business Director, Polymers from 2003 to 2005, all at BASF SE. Ms. Alderman has served on the board of directors of Olin Corporation since 2019 where she is a member of the Compensation Committee and the Directors and Corporate Governance Committee. Ms. Alderman’s more than 35-year career in chemicals manufacturing brings a unique and valuable perspective to the Board. She also holds a bachelor's degree in chemical engineering from Stevens Institute of Technology and a master's degree in chemical engineering from Drexel University, providing a depth of expertise for the Company’s expanded business. Ms. Alderman has held various positions in business, operations, research, procurement, product and marketing

management at BASF, Air Products and Chemicals Inc. and Rohm and Haas, in addition to completing the University of Pennsylvania Wharton Management Program in business administration. With the breadth of her experience, Ms. Alderman brings significant and valuable leadership, operational, innovation, business transformation and human capital and talent development skills to the Board, as well as a global business management perspective adept at strategy development and grounded in ESG considerations.


Mamatha Chamarthi Director since May 9, 2018 Age 53			Ms. Chamarthi is the Head of Software Business & Product Management (Global, Americas, Asia) of Stellantis N.V. (from May 2021 to present) where she was previously Chief Information Officer – North America and Asia Pacific (from April 2019 to May 2021). Ms. Chamarthi served as Senior Vice President and Chief Digital Officer of ZF Friedrichshafen AG, (from August 2016 to April 2019). She has also served as Senior Vice President, Chief Digital Officer and Chief Information Officer of ZF TRW Automotive Holdings Corporation (from April 2014 to August 2016), Vice President and Chief Information Officer of CMS Energy Corporation (from May 2010 to December 2013) and Senior IT Executive of Daimler Financial Services (from August 2007 to May 2010). Ms. Chamarthi’s more than 20 years of domestic and global technology experience in the energy, financial services and automotive industries makes her a valuable resource for the Board. Ms. Chamarthi brings to the Board significant experience collaborating with boards of directors, including technology and audit committees, as an officer of ZF Friedrichshafen AG, ZF TRW Automotive

Holdings, CMS Energy and Daimler Financial. Her innovative technology and transformation experience provide her with unique insights into the highly engineered technologies that the Company provides to its customers. In addition, Ms. Chamarthi’s experience provides valuable operational, cybersecurity, human capital and talent development, and ESG perspectives, formed from her leadership positions with global responsibility and experience in strategy development.


Carlos A. Fierro Director since February 15, 2023 Age 62			Mr. Fierro is an experienced investment banker and former attorney with more than 35 years of experience in the natural resources sector, including exploration and production, midstream, refining and marketing, oilfield services, chemicals and mining. Mr. Fierro is currently a Senior Advisor to Guggenheim Securities, a division of Guggenheim Partners, with a focus on the energy sector, a position he has held since April 2016. From September 2008 through June 2013, Mr. Fierro was a Managing Director and Global Head of the Natural Resources Group of Barclays, which encompasses Barclays’ oil and gas, chemicals and metals and mining businesses. Prior to that, he spent 11 years at Lehman Brothers, where his last role was as the Global Head of the Natural Resources Group. Before joining Lehman Brothers, Mr. Fierro was a transactional lawyer with Baker Botts L.L.P., where he practiced corporate, M&A and securities law. He previously served on the Board of Directors of Shell Midstream Partners, L.P. and Athabasca Oil Corporation, and currently serves on the advisory board for Greenbelt Capital Partners. Mr. Fierro is Mexican American. He holds a B.A. from the University of Notre Dame and a J.D. from Harvard University.

Mr. Fierro’s extensive experience in the energy industry brings a unique and valuable perspective to the Board. Throughout his banking career, Mr. Fierro participated in the development, structuring, negotiation and execution of numerous merger, acquisition, divestiture, restructuring and joint venture transactions. In the natural resources sector, these included transactions for companies involved in exploration and production, refining and marketing, oil field services, mining, pipelines, petrochemicals and coal. In his law practice, Mr. Fierro devoted his time principally to oil and gas transactions, including hostile takeovers, acquisitions, divestitures, public and private debt and equity financing transactions, corporate restructurings and proxy fights. Together with his prior Board of Director service with energy companies, Mr. Fierro offers significant leadership, strategic development, corporate governance, risk assessment and management and industry perspective on a global scale to assist the Board in the assessment and management of the specific risks and opportunities faced by the Company.


Gary P. Luquette Director since May 9, 2018 Age 67			Mr. Luquette previously served as President and Chief Executive Officer of Frank’s International N.V., a global provider of engineered tubular services to the oil and gas industry, from January 2015 to November 2016, following which he served as a special advisor to Frank’s International N.V. until his retirement in December 2016. From 2006 to September 2013, Mr. Luquette served as President of Chevron North America Exploration and Production, a unit of Chevron Corporation. Mr. Luquette began his career with Chevron Corporation in 1978 and, prior to serving as President, held several other key exploration and production positions in Europe, California, Indonesia and Louisiana. Mr. Luquette served on the Board of Directors of McDermott International, Inc. from 2013 to 2020, where he was Chairman of the Board from 2014 until his departure and also served on the Compensation Committee. He also served on the Supervisory Board of Frank’s International N.V. from November 2013 to May 2017, and the Board of Directors of Southwestern Energy Company from 2017 to 2019, where he was a member of the Health, Safety, Environment and Corporate Responsibility Committee.


Mr. Luquette brings a depth of business, industry, operational, talent development, and strategic development experience to the Board, including his two years as President and Chief Executive Officer at Frank’s International N.V., his seven years as President of Chevron North America Exploration and Production, along with his holding several key exploration and production positions at Chevron. He is uniquely positioned to assist the Board in assessing and managing the types of risks and opportunities faced by the Company. Mr. Luquette’s international experience also adds a valuable global perspective to the Board. Mr. Luquette’s extensive board and committee participation makes him well suited to advise the Board on various transformation and corporate governance matters and in the oversight of public company leadership.


Elaine Pickle Director since February 15, 2023 Age 58			Ms. Pickle brings more than 30 years of audit experience in public accounting with an emphasis on the energy industry, including upstream, midstream and energy service companies. Ms. Pickle was a senior audit partner at Ernst & Young LLP (“EY”) until her retirement in 2021. She joined EY in 1986 and served as a National Professional Practice Partner from 2014 to 2018. Ms. Pickle is a certified public accountant and member of the American Institute of Certified Public Accountants. She has served on the board and development committee of Theatre Under the Stars since 2018. Ms. Pickle earned her Bachelor of Business Administration in accounting, summa cum laude, from Texas Tech University in 1986. Ms. Pickle is NACD Directorship Certified® and also completed the Northwestern University Kellogg School of Management Executive Leadership Program and EY Inclusiveness Leadership Program. Ms. Pickle has served on the Board of Directors of DT Midstream, Inc. since 2021 where she is the Chair of the Audit Committee and is a member of the Finance Committee and the Corporate Governance Committee. Ms. Pickle’s extensive financial experience, and broad understanding and

perspective of the energy industry in the United States and throughout the world provides valuable global leadership expertise and insights to the Board. She has served as audit partner for a variety of SEC registrants, spanning almost all aspect of the energy industry. In Ms. Pickle’s role as National Professional Practice Partner, she evaluated and had oversight for technical accounting, auditing and SEC reporting matters as well as quality initiatives in the Southwest region. She has served as a technical subject matter specialist on a variety of technical accounting and SEC reporting issues, including adoption of new accounting standards, matters requiring consultations on highly complex or judgment evaluations, and in support to clients and engagement teams on SEC communications and registrations. Ms. Pickle is well-suited to advise the Board on oversight of financial, accounting, auditing and corporate governance matters, as well as utilizing her global industry experience to provide ESG, strategy development and risk assessment and management oversight.


Stuart Porter Director since June 3, 2020 Age 57			Mr. Porter founded Denham Capital in 2004 and is a Managing Partner as well as Denham’s Chief Executive Officer and Chief Investment Officer. Mr. Porter holds a Bachelor of Arts from the University of Michigan and a Master of Business Administration from the University of Chicago Booth School of Business. Mr. Porter brings three plus decades of experience evaluating, investing and advising companies all along the energy value chain. In his current and previous roles, he has overseen the management of 40 upstream, midstream and oilfield service companies representing in excess of $3.5 billion of invested capital. Additionally, Mr. Porter has significant global experience, managing offices in London and Perth Australia for Denham Capital as well as deploying investment capital across more than 25 portfolio companies in Africa, Australasia, and North and South America. In Mr. Porter’s previous roles as a founding partner of Sowood Capital Management LP and Vice President and Portfolio Manager at Harvard Management Company, Inc., Bacon Investments, at J. Aron, a division of Goldman Sachs, and at Cargill Mr. Porter oversaw both trading and investment

portfolios in energy in both the public and private sectors. Mr. Porter’s experience as a founder and as a private investor, brings a unique and valuable perspective to the Board, with significant experience in advising, overseeing and implementing business transformation, strategy development, innovation, talent development and operations in a global environment.


Daniel W. Rabun Director since May 9, 2018 Age 68			From 2007 until his retirement in May 2015, Mr. Rabun served as the Chairman of Ensco plc, an offshore drilling services company, based in London. He retired as President and Chief Executive Officer of Ensco in June 2014, having held the office of Chief Executive Officer for more than seven years and President for more than eight years. Prior to joining Ensco, Mr. Rabun was a partner with the international law firm of Baker & McKenzie LLP, where he provided legal advice to oil and gas companies. Mr. Rabun has served on the Board of Directors and as a member of the Audit Committee of Golar LNG Ltd. since February 2015 and served as the non-executive Chairman from September 2015 to September 2017. He has also served on the Board of Directors of APA Corporation (formerly known as Apache Corporation) since May 2015, where he is currently a member of the Corporate Responsibility, Governance and Nominating Committee and the Audit Committee. During 2012, he served as Chairman of the International Association of Drilling Contractors. Mr. Rabun has also been a certified public accountant since 1976.

Mr. Rabun brings a variety of important experiences to the Board, including service as Chairman of the Board, President, and Chief Executive Officer of Ensco. During Mr. Rabun’s term at Ensco, Ensco drilled some of the most complex wells for super majors, national oil companies, and independent operators in nearly every global strategic oil and gas area, providing him with significant operational experience, including human capital development and management. Mr. Rabun’s legal expertise gathered over many years at Baker & McKenzie LLP, accounting knowledge gained from having been a certified public accountant since 1976, along with his board committee experience as both an Audit Committee and Management Development and Compensation Committee member, provides substantial value and leadership to the Board. Mr. Rabun’s international experience, global perspective, experience with strategic acquisitions and business transformations, and financial acumen from having served a total of more than eight years as the business head of a public company, assists the Board in the assessment and management of risks faced by oil and gas companies.


Sivasankaran (“Soma”) Somasundaram Director since April 18, 2018 Age 57			Mr. Somasundaram serves as ChampionX’s President and Chief Executive Officer and is a member of the Board. Mr. Somasundaram previously served as a Vice President of Dover and as President and Chief Executive Officer of Dover Energy, in which capacity he acted from August 2013 until our spin-off from Dover in 2018. Prior to that, he served Dover in a number of leadership capacities, including as Executive Vice President of Dover Energy, Executive Vice President of Dover Fluid Management, President of Dover’s Fluid Solutions Platform, President of Dover’s Gas Equipment Group, and President of Dover’s RPA Process Technologies. Prior to joining Dover, Mr. Somasundaram served in various global leadership roles at GL&V Inc. and Baker Hughes Inc. Mr. Somasundaram received a B.S. in Mechanical Engineering from Anna University and a M.S. in Industrial Engineering from University of Oklahoma. Mr. Somasundaram’s strong global business background, having lived and worked in India, Germany, Singapore and Australia, deep operational and financial acumen from having served more than four years as President and Chief Executive Officer of Dover Energy, a segment of Dover, a public company, and

years of experience in the energy industry makes him a valuable resource for the Board. Mr. Somasundaram’s technical experience developed during his time in a number of positions in businesses that serve the energy, chemical, mining, sanitary and other process industries, including RPA Process Technologies and Baker Hughes, along with his degrees in both Industrial and Mechanical Engineering, provide him with unique insights into the highly engineered technologies that ChampionX provides to its customers. He has demonstrated success in leading business transformations in the spin of the Company into an independent public company in 2018 and the merger combining the Chemical Technologies business with the Company in 2020, requiring significant skills in strategy development and human capital management and building and maintaining a strong, inclusive culture, among others, while providing valuable leadership in embedding ESG priorities across business functions and operations.


Stephen M. Todd Director since May 9, 2018 Age 74			Mr. Todd was Global Vice Chairman from 2003 until his retirement in 2010 of Assurance Professional Practice of Ernst & Young Global Limited, London, UK, an assurance, tax, transaction and advisory services firm. Prior thereto, he served in various positions with Ernst & Young (since 1971). Mr. Todd is also a member of the Board of Directors and Chair of the Audit Committee of Dover. Mr. Todd was a member of the Board of Trustees and Chairman of the Audit Committee of PNC Funds (registered management investment companies) from November 2011 until the PNC Funds were transferred to Federated Investments in November 2019. Mr. Todd’s experience in the accounting profession makes him a valuable resource for the Board. Mr. Todd brings to the Board significant financial experience in both domestic and international business following a 40-year career at Ernst & Young where he specialized in assurance and audit. Mr. Todd developed and directed Ernst & Young’s Global Capital Markets Centers, which provide accounting, regulatory, internal control and financial reporting services to

multinational companies in connection with cross-border debt and equity securities transactions and acquisitions, making him well suited to advise the Board on capital allocation decisions, financing alternatives, and acquisition activities. His experience, especially his years as Global Vice Chairman of Ernst & Young Global Limited’s Assurance Professional Practice and as audit partner for several multinational companies, gives him unique insights into accounting and financial issues relevant to multinational companies like ChampionX, and he brings the perspective of an outside auditor to the Board.

Director Retiring and Not Standing for Re-Election


Stephen K. Wagner Director since May 9, 2018 Age 76			From 2009 until his retirement in 2011, Mr. Wagner was the Senior Advisor, Center for Corporate Governance of Deloitte & Touche LLP. Prior to that role, he served in various positions with Deloitte & Touche LLP, which included Managing Partner, Center for Corporate Governance from 2005 to 2009, Deputy Managing Partner, Innovation, Audit and Enterprise Risk, in the United States from 2002 to 2007 and Co-Leader, Sarbanes-Oxley Services from 2002 to 2005. Mr. Wagner has served on the Board of Dover Corporation since 2010 where he is a member of the Audit Committee and Chair of the Governance & Nominating Committee. Mr. Wagner’s more than 30 years of experience in accounting made him a valuable resource for the Board. Mr. Wagner’s work with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and other corporate governance regulations made him well-suited to advise the Board on oversight of financial, accounting, auditing and finance-related corporate governance matters as well as risk management. Mr. Wagner brought to the Board an outside auditor’s perspective on matters involving audit committee oversight responsibilities relating to internal control and accounting and other financial reporting matters.

Summary of Director Qualifications and Experience

The following table illustrates the breadth and variety of business and other experience that each of the director nominees bring to ChampionX.

Skills & Experience

Ms.
Alderman

Ms.
Chamarthi

Mr.
Fierro

Mr.
Luquette

Ms.
Pickle

Mr.
Porter

Mr.
Rabun

Mr.
Somasundaram

Mr.
Todd

Environmental, Social & Governance/Corporate Responsibility

Financial Reporting/Accounting Experience

Public Company Leadership

Strategy Development

Global Experience

Energy Industry Experience

Operational, Manufacturing & Supply Chain Experience

Human Capital & Talent Development

Legal & Regulatory Compliance

Risk Assessment & Risk Management

Technology & Innovation

Cybersecurity

Business Transformation/Mergers & Acquisitions

Tenure

Board Tenure (Year Joined)

2020

2018

2023

2018

2023

2020

2018

Board Tenure in Years


Board Diversity Matrix as of March 29, 2023
Total Number of Directors	10
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	7	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	1	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Director Compensation

We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill level required of the members of the Board and competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board. If a director serves for less than a full calendar year, the compensation to be paid to that director may be prorated as deemed appropriate by the Compensation Committee.

To further align the interests of the independent directors of the Board with the Company’s shareholders, the Board has adopted stock ownership guidelines for the non-employee directors. Under the guidelines, each non-employee director is expected to own Company common stock with a value at least equal to five times the base annual cash compensation paid to such director during the period he or she serves as a director, not including any additional cash compensation paid to chairs of the Board or committees. Non-employee directors are expected to meet these requirements within five years after the date of their election or appointment to the Board. Each of our directors have met their stock ownership guidelines, except for Ms. Alderman, Ms. Pickle and Messrs. Fierro and Porter who are within the five-year transition period for meeting these requirements.

For 2022, our non-employee director compensation was set as follows:

•An annual retainer of $240,000, payable $112,500 in cash and $127,500 in stock-based awards;

•Chair of the Board – additional retainer of $115,000, payable in cash;

•Committee Chairs – additional retainer of $25,000 for the Audit Committee Chair and $10,000 for the Chairs of the Compensation Committee and the Governance and Nominating Committee, payable in cash; and

•Audit Committee Members – additional retainer of $10,000 for Audit Committee Members, payable in cash.

The retainer for the Chair of the Board was increased from $75,000 to $115,000 in 2022 to remain competitive with industry peers for the recruitment and retention of valuable Board members.

Non-employee directors are also reimbursed for all reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings and continuing education seminars.

Non-employee directors may elect to defer all or a portion of their annual stock-based awards under our Amended and Restated 2018 Equity and Cash Incentive Plan (the “2018 Plan”). When directors elect to defer their stock award, their deferred compensation account is credited with a number of “deferred stock units.” Each stock unit is equal in value to a share of our common stock but because it is not an actual share of our common stock it does not have any voting rights. Depending on the director’s election, a non-employee director may receive the deferred compensation on the date of the director’s retirement or an earlier specified date.

2022 Director Compensation Table

The following table shows information regarding the compensation earned or paid during 2022 to non-employee directors who served on the Board during the year. The compensation paid to Mr. Somasundaram is shown in the table entitled 2022 Summary Compensation Table and the related tables, but Mr. Somasundaram does not receive any additional compensation for his service as a member of the Board.


Name	Fees Earned or Paid in Cash		Stock Awards(1)		Total
Ms. Alderman	$	112,500	$	127,563	$	240,063
Ms. Chamarthi	$	112,500	$	127,563	$	240,063
Mr. Luquette	$	122,500	$	127,563	$	250,063
Mr. Porter	$	122,500	$	127,563	$	250,063
Mr. Rabun	$	227,500	$	127,563	$	355,063
Mr. Todd	$	137,500	$	127,563	$	265,063
Mr. Wagner	$	132,500	$	127,563	$	260,063


			(1)			In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of the directors’ shares, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), disregarding the estimate of forfeitures related to service-based vesting conditions. See Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the assumption used in determining the FASB ASC Topic 718 grant date fair value of these awards.

Security Ownership of Certain Beneficial Owners and Management

_____________________________________________________________________________________________

The following table sets forth information as to entities which have reported to the Securities and Exchange Commission (“SEC”) or have advised us that they are a “beneficial owner,” as defined by the SEC’s rules and regulations, of more than 5% of our outstanding Common Stock. The percentage of beneficial ownership is based on 197,961,521 shares of common stock outstanding on March 13, 2023.


Name of Beneficial Owner	Shares of Company Common Stock Beneficially Owned		% of Class
The Vanguard Group Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355		20,156,512		10.18	%
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055		23,726,460		11.99	%