Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e)

On February 17, 2022, the Board of Directors (the "Board") of Hexion Holdings Corporation, the indirect parent company of Hexion Inc. (the "Company"), approved the 2022 annual incentive compensation plan for employees of the Company, including the Company's named executive officers (the "2022 IC Plan").

Under the 2022 IC Plan, named executive officers have the opportunity to earn cash bonus compensation based upon the achievement of certain global company, business unit and/or corporate performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations ("Segment EBITDA"); environmental, health & safety ("EH&S") targets, which measure occupational illness and injury rates, and total environmental incidents; and cash flow.

The performance criteria for participants are weighted by component. Participants have 65% of their incentive compensation tied to achieving corporate or business unit Segment EBITDA targets, 10% tied to the achievement of corporate EH&S goals, and 25% tied to the achievement of corporate cash flow targets. Minimum, target and maximum thresholds were established for the Segment EBITDA, EH&S and cash flow performance criteria.

The payouts for achieving the minimum thresholds for Segment EBITDA and cash flow are a percentage of the allocated target award for the component (beginning at 1%). The payout for achieving the minimum threshold for EH&S goals is 30% of the allocated target award for the component. The payouts for achieving the maximum thresholds are 200% of the allocated target award. Each performance measure under the 2022 IC Plan acts independently such that a payout of one element is possible even if the minimum threshold for another is not achieved.

The foregoing description is qualified by reference to the 2022 IC Plan, which will be filed with the Company's Annual Report on Form 10-K for the period ended December 31, 2021.



Item 9.01     Exhibits

(d) Exhibits

Exhibit No.          Description
104                  Cover Page Interactive Data File, formatted in Inline XBRL and included as
                     Exhibit 101.

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