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Equity
 12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Equity
Share-based Compensation
The Company recognized the following share-based compensation expense in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022:
202420232022
Stock options$215 $1,039 $1,774 
Non-vested stock awards and restricted stock units9,996 9,305 6,679 
Director stock ownership plan138 86 63 
Performance stock units4,642 4,175 3,150 
Before-tax share-based compensation expense$14,991 $14,605 $11,666 
Income tax benefit(2,222)(2,742)(2,007)
After-tax share-based compensation expense$12,769 $11,863 $9,659 
Before-tax share-based compensation expense is primarily included in SG&A in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023 and 2022.
Stock Options
Stock options granted under the LTIP program are subject to time vesting and generally become exercisable within three years after the date of the grant for a period of time determined by the Company, but not to exceed seven years from the date of grant. The Company has not granted stock options since fiscal year 2022. Share-based compensation for stock options is recognized using the graded vesting method over the vesting periods.
Stock option activity under all plans is as follows:
Number of
Options		Weighted
Average
Exercise
Price
(per option)		Weighted
Average
Remaining
Contractual
Term (years)		Aggregate
Intrinsic
Value
Options outstanding as of January 1, 202462,853$214.40 
Options exercised2,263145.95 
Options forfeited1,978152.65 
Options outstanding as of December 31, 202458,612$219.13 3.3$— 
Options expected to vest after December 31, 20247,033$178.29 4.2$— 
Options exercisable as of December 31, 202451,579$194.91 3.1$— 
The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was approximately $0.1 million, $3.6 million and $0.8 million, respectively. The intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option.
As of December 31, 2024, unrecognized compensation expense related to stock options was an inconsequential amount to be recognized over a weighted average period of 0.2 years.
The Company used a Black-Scholes option pricing model to determine the fair value of stock option awards and used the assumptions set forth in the table below:
July 2022 GrantMarch 2022 Grant
Number of stock options granted4,83727,077
Dividend yield0.79 %0.80 %
Expected volatility40.47 %38.60 %
Risk-free interest rate2.87 %2.07 %
Expected term (years)4.04.0
Restricted Stock Awards
RSAs granted under the LTIP program are subject to time vesting generally over a one to three-year period. In addition, as part of the Company’s Annual Incentive Plan, non-vested shares may be issued to key employees, which generally would vest over a period of two-to five-years. Share-based compensation for RSAs is recognized using the graded vesting method over the vesting periods.
Activity of restricted stock awards granted under the Company’s LTIP plan is shown below:
Number of
Shares		Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock awards, December 31, 202377,757$187.24 
Granted872200.48 
Vested41,555197.32 
Forfeited7,323172.65 
Non-vested restricted stock awards, December 31, 202429,751$177.12 
The fair value of the non-vested stock is based on the trading price of the Company’s common stock on the date of grant. As of December 31, 2024, unrecognized compensation expense related to these awards was $1.1 million, to be recognized over a weighted average remaining period of 0.8 years.
Restricted Stock Units
As a component of its LTIP, the Company granted RSUs subject to time vesting generally over a one to three year period. Share-based compensation for time-based RSUs is recognized on a graded basis over the vesting periods.
Additionally, during the fourth quarter of 2024, the Company granted 9,820 time-based RSUs subject to a performance modifier based on the Company’s relative TSR compared to the S&P 1500 Chemicals Index that vest on the third anniversary of the grant. The target number of RSUs that vest may range from 75% to 125% of the target number of RSUs depending on the achievement of the relative TSR performance criteria measured at the end of the three-year performance period. Share-based compensation expense for these awards is recognized on a straight-line basis over the vesting period.
Activity of restricted stock units granted under the Company’s LTIP plan is shown below:
Number of
Units		Weighted Average Grant Date Fair Value (per unit)
Non-vested restricted stock units, December 31, 202316,202$180.14 
Granted71,866187.74 
Vested10,267192.13 
Forfeited9,171195.22 
Non-vested restricted stock units, December 31, 202468,630$182.90 
The fair value of the time-based non-vested RSUs is based on the trading price of the Company’s common stock on the date of grant. The fair value of RSUs subject to a performance modifier is valued using a Monte Carlo simulation on the grant date and used the following assumptions set below:
December 2024 Grant
Risk-free interest rate4.21 %
Dividend yield0.00%
Expected term (years)3.0
As of December 31, 2024, unrecognized compensation expense related to RSUs was $6.9 million, to be recognized over a weighted average remaining period of 1.5 years.
Performance Stock Units
The Company grants PSUs as a component of its LTIP and other equity compensation plans. The number of shares that may ultimately be issued as settlement for each award may range from 0% up to 200% of the target award, subject to the achievement of the Company’s market-based TSR relative to the performance of a selected peer group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service period required for the PSUs is generally three years and the measurement period of the market-based and performance objectives is generally from January 1 of the year of grant through December 31 of the year prior to issuances of the shares. Share-based compensation for PSUs subject to time vesting is recognized on a straight-line basis over the vesting period.
As mentioned above, a portion of the Company’s PSUs are subject to achievement of the Company’s TSR relative to the performance of a selected peer group. For PSUs granted prior to 2024, the Company’s peer group was the S&P Midcap 400 Materials group. For PSUs subject to relative TSR performance granted in 2024, the Company made an election to change peer groups to the S&P 1500 Chemicals Group
Activity of performance stock units granted under the Company’s LTIP plan is shown below:
Number of
Units		Weighted Average Grant Date Fair Value (per unit)
Non-vested performance stock units, December 31, 202351,491$212.85 
Granted42,485217.12 
Vested— — 
Forfeited38,283212.26 
Non-vested performance stock units, December 31, 202455,693$216.51 
The fair value of PSUs granted with a ROIC condition is based on the trading price of the Company’s common stock on the date of grant. PSUs granted with a relative TSR condition are valued using a Monte Carlo simulation on the grant date. The grant-date fair value of the PSUs valued using a Monte Carlo simulation included the following assumptions set forth in the table below:
March 2024 GrantMarch 2023 GrantMarch 2022 Grant
Risk-free interest rate4.55 %3.85 %2.11 %
Dividend yield0.91 %0.96 %0.93 %
Expected term (years)3.03.03.0
As of December 31, 2024, there was approximately $4.5 million of total unrecognized compensation cost related to PSUs which the Company expects to recognize over a weighted-average period of 1.7 years.
2023 Director Stock Ownership Plan
In March 2023, the Company adopted the 2023 Director Stock Ownership Plan (the “Plan”), to encourage the Directors to increase their individual investment in the Company, which was approved at the Company’s May 2023 shareholders’ meeting. The Plan authorizes the issuance of up to 75,000 shares of Quaker common stock in accordance with the terms of the Plan in payment of all or a portion of the annual cash retainer payable to each of the Company’s non-employee directors in 2023 and subsequent years during the term of the Plan. Under the Plan, each director who, on May 1 of the applicable calendar year, owns less than 500% of the annual cash retainer for the applicable calendar year, divided by the average of the closing price of a share of Quaker Common Stock as reported by the composite tape of the New York Stock Exchange for the previous calendar year (the “Threshold Amount”), is required to receive 75% of the annual cash retainer in Quaker common stock and 25% of the retainer in cash, unless the director elects to receive a greater percentage of Quaker common stock, up to 100% of the annual cash retainer for the applicable year. Each director who owns more than the Threshold Amount may elect to receive common stock in payment of a percentage (up to 100%) of the annual cash retainer. The annual retainer is approximately $0.1 million and the retainer payment date is June 1.
Common Stock and Preferred Stock
The Company has 30,000,000 shares of common stock authorized with a par value of $1.00, and 17,673,607 and 17,991,988 shares issued and outstanding as of December 31, 2024 and 2023, respectively. The change in shares issued and outstanding during 2024 was primarily related to 312,997 shares repurchased by the Company under the share repurchase program described below, 12,784 shares surrendered from employees in payment of the vesting of restricted stock awards or units, 7,294 shares forfeited by employees under equity compensation plans, offset by 14,694 share issuances relating to equity compensation plans.
The Company is authorized to issue 10,000,000 shares of preferred stock with $1.00 par value, subject to approval by the Board. The Board may designate one or more series of preferred stock and the number of shares, rights, preferences, and limitations of each series. As of December 31, 2024, no preferred stock had been issued.
Share Repurchase Program
On February 28, 2024, the Board approved a new share repurchase program (“2024 Share Repurchase Program”), authorizing the Company to repurchase up to an aggregate of $150 million of the Company’s outstanding common stock and replacing the prior share repurchase program, under which no repurchases were made in 2024. The 2024 Share Repurchase Program was effective immediately upon approval and has no expiration date. The number of shares to be repurchased and the timing of such transactions depend on a variety of factors, including market conditions. As of December 31, 2024, there was approximately $100.8 million of capacity remaining under the 2024 Share Repurchase Program. The Company repurchased 312,997 shares under the 2024 Share Repurchase Program for the year ended December 31, 2024. The Company did not repurchase any shares in 2024 under the prior repurchase program or for the years ended December 31, 2023 and 2022.
Under the 2024 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company currently expects to employ trading plans for the repurchase of shares pursuant to the 2024 Share Repurchase Program, which would permit the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so. The repurchases may be suspended or discontinued at any time. The specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance, market conditions, securities law limitations, and other factors.