Westlake : 2025 Proxy Report

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. )

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WESTLAKE CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 8, 2025

To the Stockholders:

The annual meeting of stockholders of Westlake Corporation (the "Company" or "Westlake") will be held at Westlake Center, 2801 Post Oak Blvd., Houston, Texas 77056, on Thursday, May 8, 2025 at 9:00 a.m. local time for the following purposes:

• (1) To elect the four members of the Board of Directors named in this Proxy Statement for the terms described in the Proxy Statement;

• (2) To ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

• (3) To act upon any other matters that may properly come before the annual meeting.

The Board of Directors has fixed the close of business on March 10, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting.

We are using the Securities and Exchange Commission's Notice and Access proxy rule, instead of mailing a printed set of materials to each stockholder. On March 28, 2025, we mailed to stockholders of record a Notice Regarding the Availability of Proxy Materials, with instructions on how to access the Company's proxy materials via the Internet (or to request a printed copy) and how to vote online, by telephone or in person at the annual meeting.

All stockholders are requested to be present in person or by proxy. Please vote your proxy whether or not you plan to attend the annual meeting. You can vote your proxy either by the Internet, telephone or by requesting a printed copy of the materials and returning the proxy card enclosed with the printed materials in the envelope furnished for that purpose. Any stockholder may revoke a proxy for any reason and at any time before it is voted at the annual meeting.

Voting by the Internet or telephone is fast, convenient and your vote is immediately confirmed and tabulated. By using the Internet or telephone you help the Company reduce postage and proxy tabulation costs.

Your cooperation is appreciated as a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the conduct of business.

By Order of the Board of Directors

L. Benjamin Ederington

Executive Vice President, Performance and Essential Materials, General Counsel and Chief Administrative Officer

Dated: March 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 8, 2025:

This Proxy Statement, our annual report to stockholders and other proxy materials are available on the Internet atwww.proxyvote.com and athttps://investors.westlake.com/financials/annual-and-proxy-reports/ default.aspx.

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on May 8, 2025

GENERAL MATTERS

This Proxy Statement and the accompanying form of proxy are being furnished to the stockholders of Westlake Corporation (the "Company" or "Westlake") on or about March 28, 2025 in connection with the solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders to be held on Thursday, May 8, 2025 at 9:00 a.m. local time at Westlake Center, 2801 Post Oak Blvd., Houston, Texas 77056, and any adjournment of the annual meeting.

The following matters will be acted upon at the annual meeting:

• (1) To elect the four members of the Board of Directors named in this Proxy Statement for the terms described in the Proxy Statement;

• (2) To ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

(3) To act upon any other matters that may properly come before the annual meeting.

Our Board of Directors does not know of any other business to be brought before the annual meeting, but if any other business is properly brought before the annual meeting, proxies will be voted upon those matters in accordance with the judgment of the person or persons acting under the proxies.

All shares represented by validly authorized proxies will be voted in accordance with the instructions contained in the proxies. The Board of Directors unanimously recommends a vote:

• (1) FOR the nominees for director listed in these materials and on the proxy; and

• (2) FOR the ratification of the appointment of the Company's independent registered public accounting firm.

In the absence of voting instructions to the contrary, shares represented by validly executed proxies will be voted in accordance with the foregoing recommendations. A stockholder giving a proxy has the power to revoke it at any time before it is voted at the annual meeting by providing written notice to the Secretary of the Company, by delivering a later-dated proxy, or by voting in person at the annual meeting.

Only stockholders of record at the close of business on March 10, 2025, also referred to as the record date, will be entitled to vote at the annual meeting. At the close of business on the record date, there were 128,489,006 shares of common stock, par value $0.01 per share, outstanding, which represent all of the voting securities of the Company. Each share of common stock is entitled to one vote. Stockholders do not have cumulative voting rights in the election of directors.

A majority of the common stock entitled to vote at the annual meeting, present either in person or by proxy, will constitute a quorum. Abstentions and "broker non-votes" will be counted as present for purposes of determining whether there is a quorum present at the meeting. Shares held by a broker or other nominee as to which they have not received voting instructions from the beneficial owners and lack the discretionary authority to vote on a particular matter are called "broker non-votes." Under the rules of the New York Stock Exchange, certain matters, such as the election of directors, are not considered "routine" matters and, therefore, your broker will not have the discretionary authority to vote your shares on such matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific instructions to your broker.

Directors are elected by a plurality of the votes cast at the annual meeting, either in person or by proxy. Abstentions and broker non-votes will not be included in the total of votes cast and will not affect the outcome of the vote.

An affirmative vote of a majority of the votes cast "for" or "against" the proposal at the annual meeting, either in person or by proxy, is required to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions on the proposal to ratify the appointment of PricewaterhouseCoopers LLP will not be included in the total of votes cast and will not affect the outcome of the vote.

If your shares are held through a bank, broker or other nominee (i.e., in "street name") and you have requested printed versions of these materials, the Company has asked your bank or broker to forward copies of the materials to you and to request your authority for execution of the proxies. The Company will reimburse the banks and brokers for their reasonable out-of-pocket expenses in doing so. Officers and employees of the Company may, without being additionally compensated, solicit proxies by mail, telephone, facsimile or personal contact. All proxy-soliciting expenses will be paid by the Company in connection with the solicitation of votes for the annual meeting. The Company has engaged Broadridge Financial Solutions, Inc. to tabulate voting results.

INFORMATION REGARDING THE BOARD OF DIRECTORS

INDEPENDENCE OF DIRECTORS

As of March 10, 2025, TTWF LP, our principal stockholder, and TTWFGP LLC, TTWF LP's general partner, owned 72.3% of the outstanding common stock of the Company. Under the corporate governance rules of the New York Stock Exchange, we are considered to be controlled by TTWF LP. As a controlled company, we are eligible for exemptions from provisions of the New York Stock Exchange's rules requiring a majority of independent directors, nominating and governance and compensation committees composed entirely of independent directors and written nominating and governance and compensation committee charters addressing specified matters. We have elected to take advantage of certain of these exemptions. In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after the specified transition periods.

Our Board of Directors has determined, after considering all of the relevant facts and circumstances, that Ms. Kimberly S. Lubel and Messrs. Roger A. Cregg, Michael J. Graff, Mark A. McCollum, R. Bruce Northcutt and Jeffrey W. Sheets are independent from our management, as "independence" is defined by the rules and regulations of the Securities and Exchange Commission ("SEC") and the listing standards of the New York Stock Exchange. This means that none of these directors has any direct or indirect material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us and that none of the express disqualifications contained in the New York Stock Exchange rules applies to any of them. In making its independence determinations, the Board of Directors considered the fact that, while such relationships do not preclude independence under the New York Stock Exchange rules, Mr. Graff, until July 2024, served as an executive officer of a company with which Westlake conducts business in the ordinary course.

EXECUTIVE SESSIONS

The Company's Principles of Corporate Governance require that non-management directors meet at regularly scheduled executive sessions without management. At these meetings of non-management directors, the non-management directors have decided that the non-management director that presides over the meeting will rotate among the non-management directors.

Since three of the non-management directors (Mss. Catherine Chao and Carolyn Sabat and Mr. David Chao) are not independent, the Company's Principles of Corporate Governance require that the independent directors meet at least once a year. At these meetings of independent directors, the independent directors have decided that the independent director that presides over the meeting will rotate among the independent directors.

Stockholders and other interested parties may communicate with the non-management directors or the independent directors in the manner described under "Communications with Directors" below.

COMMITTEES OF THE BOARD OF DIRECTORS

The Audit Committee

The Audit Committee of the Board of Directors is currently comprised of Mark A. McCollum (chairman), Roger A. Cregg, Michael J. Graff, Kimberly S. Lubel, R. Bruce Northcutt and Jeffrey W. Sheets. Mr. Marius A. Haas served as a member of the Audit Committee until December 2024. All current Audit Committee members are "independent" as defined by the listing standards of the New York Stock Exchange and Section 10A(m)(3) of the Securities Exchange Act of 1934. The Board has determined that each of Messrs. Cregg, Graff, McCollum, Northcutt and Sheets and Ms. Lubel is an "audit committee financial expert" as that term is defined by SEC regulations. The primary functions of the Audit Committee are to review the adequacy of the system of internal controls and management information systems, to review the results of our independent registered public accounting firm's quarterly reviews of our interim financial statements, to review the planning and results of the annual audit with our independent registered public accounting firm and to have oversight of financial risks. This Committee held seven meetings in 2024. The Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee charter is publicly available on our website at:http://www.westlake.comunder "Investor Relations-Governance Documents."

The Compensation Committee

The Compensation Committee of the Board of Directors is currently comprised of R. Bruce Northcutt (chairman), Roger A. Cregg, Michael J. Graff, Kimberly S. Lubel, Mark A. McCollum and Jeffrey W. Sheets (i.e., all of the independent members of the Board of Directors). Mr. Marius A. Haas served as a member of the Compensation Committee until December 2024. The Compensation Committee's primary functions include overseeing our executive compensation, director compensation and equity and performance incentive compensation plans and policies, including administering the Company's policy for recovering erroneously awarded compensation. This Committee held five meetings in 2024. The Compensation Committee has adopted a written charter. The Compensation Committee charter is publicly available on our website at: http://www.westlake.comunder "Investor Relations-Governance Documents."

The Corporate Risk and Sustainability Committee

The Corporate Risk and Sustainability Committee of the Board of Directors is currently comprised of Michael J. Graff (chairman), Albert Y. Chao, Catherine T. Chao, David T. Chao, James Y. Chao, John T. Chao, Roger A. Cregg, Kimberly S. Lubel, Mark A. McCollum, R. Bruce Northcutt, Carolyn C. Sabat and Jeffrey W. Sheets (i.e., all of the members of the Board of Directors). Mr. Marius A. Haas served as a member of the Corporate Risk and Sustainability Committee until December 2024. This Committee assists the Board in overseeing overall risks inherent in the operations of the Company and the control processes with respect to those risks (including, but not limited to, environmental, health, safety, sustainability and cybersecurity risks). Among other things, this Committee reviews the risk-management structure of the Company and reviews management's identification and assessment of significant risks and its plans to control those risks. The Corporate Risk and Sustainability Committee also reviews management's systems as they relate to enterprise-wide risks posed by the Company's physical assets and operating processes and addresses the findings of regulatory agencies concerning the Company's physical assets and operations. In addition, as described in more detail below, this Committee assists the Board in discharging its oversight responsibility of the Company's sustainability initiatives and policies. This Committee held four meetings in 2024. The Corporate Risk and Sustainability Committee charter is publicly available on our website at:http://www.westlake.comunder "Investor Relations-Governance Documents."

The Nominating and Governance Committee

The Nominating and Governance Committee is currently comprised of Jeffrey W. Sheets (chairman), Roger A. Cregg, Michael J. Graff, Kimberly S. Lubel, Mark A. McCollum and R. Bruce Northcutt (i.e., all of the independent members of the Board of Directors). Mr. Marius A. Haas served as a member of the Nominating and Governance Committee until December 2024. The Nominating and Governance Committee's primary functions are (i) to identify individuals qualified to become directors of the Company, (ii) to recommend to the Board of Directors director candidates to fill vacancies on the Board of Directors and to stand for election by the stockholders at the annual meeting of stockholders, (iii) to recommend changes to the size of the Board of Directors, (iv) to recommend committee assignments for directors, (v) to oversee the annual assessment of the performance of the Board of Directors and its committees, and (vi) to assess the adequacy of the Company's corporate governance policies, practices and procedures and recommend any changes to the Board for approval. In assessing the qualifications of prospective nominees to serve as directors, this Committee will consider, in addition to any criteria set forth in the Bylaws of the Company, each nominee's personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective director, diversity with respect to, among other things, level and type of career experience, gender, ethnicity, geographic location, and expertise, and commitment to acting in the best interests of the Company and its stockholders. This Committee held four meetings in 2024. The Nominating and Governance Committee has the authority to retain an executive search firm as needed to identify director candidates. The Nominating and Governance Committee has adopted a written charter. The charter is publicly available on our website at:http://www.westlake.comunder "Investor Relations-Governance Documents."

The Nominating and Governance Committee will consider nominees recommended by stockholders. Any recommendation should be addressed in writing to the Nominating and Governance Committee, Westlake Corporation, c/o Corporate Secretary, 2801 Post Oak Blvd., Houston, Texas 77056. Recommendations for potential nominees may come from any source, including members of the Board of Directors, stockholders, self-recommendations or search firms. All persons recommended for a vacant or new Board position will be given equal consideration regardless of the source of the recommendation. A search firm retained by the Nominating and Governance Committee to identify and recruit potential candidates was utilized in the appointment of Mr. Cregg to the Board of Directors in December 2024. The Nominating and Governance Committee takes diversity, broadly defined to include race, gender, ethnicity, national origin, geographic location, expertise and level and type of career experience, into account in evaluating the qualifications of prospective nominees to the Board.

BOARD COMPOSITION

The Board of Directors believes that having a mix of directors with complementary qualifications, skills and expertise is essential to effectively discharging its oversight responsibility while advancing the Company's long-term business strategy. The Nominating and Governance Committee and the Board each believe that the current composition of the Board reflects a group of highly talented individuals with diverse backgrounds, skills, professional and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for the Company and its stockholders and to provide practical insights and varied perspectives. We have three women directors, two of whom are also racially-diverse, and four other racially-diverse directors on the Board.

Gender Diversity

Racial/Ethnic Diversity

Male, 75%

Non-Minority,

Minority, 50%

BOARD LEADERSHIP STRUCTURE

We have separated the positions of executive chairman of the board, senior chairman of the board and chief executive officer. Currently, Mr. Albert Chao serves as our Executive Chairman of the Board, Mr. James Chao serves as our Senior Chairman of the Board and Mr. Jean-Marc Gilson serves as our President and Chief Executive Officer. Mr. James Chao served as Chairman of the Board and Mr. Albert Chao served as President and Chief Executive Officer until July 2024. Our Board has concluded that balance and varying experience and judgment are added to the leadership of the Board by having these positions filled by different persons.

Messrs. Albert Chao, our Executive Chairman of the Board, and James Chao, our Senior Chairman of the Board, are not independent from our management, as "independence" is defined by the rules and regulations of the SEC and the listing standards of the New York Stock Exchange. Our independent directors meet at least once a year. At these meetings, the independent director that presides over the meeting rotates among the independent directors. See "Information Regarding Board of Directors-Executive Sessions." We believe that this leadership structure is appropriate because we are controlled by TTWF LP, our principal stockholder.

BOARD ROLE IN CORPORATE RISK OVERSIGHT

As previously described, our Board's Corporate Risk and Sustainability Committee assists the Board of Directors in overseeing overall risks inherent in the operations of the Company and the control processes with respect to those risks (including, but not limited to, environmental, health, safety, sustainability and cybersecurity risks). Additionally, the Board's Audit Committee retains responsibility for oversight of financial risks, including integrity of financial statements, internal controls, derivatives transactions, loan covenant compliance, credit, liquidity, insurance and similar areas. Further, our Board's Compensation Committee retains responsibility for oversight of executive compensation, succession planning, and management development and personnel practices. Finally, our Board of Directors retains ultimate responsibility for corporate risk oversight as a whole as well as responsibility for oversight of specific risks not assigned to the Board's committees. As requested from time to time by the Board and its committees, members of our senior management present reports to the Board and the committees on the risks that we face.

COMPENSATION-RELATED RISK

The Company regularly assesses risks related to its compensation program, including its executive compensation program, and does not believe that the risks arising from the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company. Management reports to the Compensation Committee and the Corporate Risk and Sustainability Committee regarding factors that could mitigate or encourage excessive risk-taking in reference to the compensation practices of the Company. In addition, the Compensation Committee has independently engaged Willis Towers Watson as its compensation consultant to provide regular reports to the Committee regarding best practices, risk factors, program design and related matters. The Compensation Committee also considered the attributes of the Company's programs, including:

• • the mix of compensation types with an emphasis on performance-based programs,

• • the array of performance metrics to be used in the programs and their alignment with business goals and objectives,

• • the mix of vesting schedules for long-term incentives to help ensure the retention of talent and returning value to stockholders, and

• • the Company's stock ownership, pledging and anti-hedging policy for directors, executive officers and certain other officers and employees, which requires each such person to retain 100%, of any vested restricted stock and shares of common stock of the Company acquired through the vesting of restricted stock awards, restricted stock unit awards and performance stock unit awards, net of shares used to pay applicable taxes, until the total value of such retained stock reaches six times the annual base salary for Messrs. Albert Chao, James Chao and Gilson, three times the annual base salary for certain other officers (including Messrs. Bender, Buesinger and Ederington) and five times the annual cash retainer for directors, or until such person's employment or service, as the case may be, with the Company terminates. This policy also prohibits our directors and executives from shorting or hedging, or buying puts and calls with respect to our securities, or entering into similar arrangements, and requires directors and executives to provide notice prior to pledging our securities. None of our directors or executives currently pledge any of our securities. Equity awards to executives, any shares of common stock issued under equity awards and any profits realized on the sale of such shares are subject to potential clawback or recoupment in accordance with the Company's policy for recovering erroneously awarded compensation.

CYBERSECURITY

The Company maintains a comprehensive approach to cybersecurity and data protection, based on a risk-based, defense-in-depth strategy. We regularly assess industry best practices and standards and endeavor to implement them in our efforts to manage cybersecurity risk. We follow industry standard cybersecurity frameworks, including the National Institute of Standards and Technology's Cybersecurity Framework to design, assess and update our cybersecurity strategy, controls and processes. Our focus is on protecting our highest-value information assets, which include manufacturing systems, financial systems, and confidential, personal, and private information.

To safeguard our networks and systems, we have a dedicated cybersecurity organization overseen by our Chief Information Security Officer, which operates within our information technology department overseen by the Chief Information Officer. Our cybersecurity organization employs multiple security controls, such as firewalls, spam protection, web filtering, endpoint detection and response software, controlled access, vulnerability management, redundancies, patching, and regular onsite and offsite backups. Our cybersecurity organization also uses a variety of processes to address cybersecurity threats related to the use of third-party technology and services, including pre-acquisition diligence, imposition of contractual obligations, and risk-based performance monitoring.

Both our Chief Information Officer and our Chief Information Security Officer have extensive experience in assessing and managing cybersecurity risks, including through decades of collective experience in information technology and cybersecurity roles of increasing responsibility both at the Company and in prior positions. We prioritize cybersecurity awareness among our employees and contractors through various training exercises, including formal programs and simulated phishing events. We maintain incident response plans, playbooks, and engage third-party cybersecurity firms for simulated cyberattacks and penetration testing to identify potential risks. We also have a third-party cybersecurity firm on retainer for incident assistance and response. Periodic internal self-assessments are conducted by our cybersecurity organization using the National Institute of Standards and Technology Cybersecurity Framework.

From time to time, we experience cybersecurity threats and attempted breaches and other incidents. We classify and track these events based on significance and implement remediation actions that we consider appropriate to address the risks relating to such incidents. Although we have not experienced material impacts to our business strategy, results of operations or financial condition from any such incidents in the past three years, we cannot guarantee that a material incident will not occur in the future. See "Failure to adequately protect critical data and technology systems could materially affect our operations" under Item 1A. Risk Factors in our Annual Report on Form 10-K.

Our Board has charged the Corporate Risk and Sustainability Committee with assisting the Board with its oversight of cybersecurity risks, which is a component of our overall enterprise risk management program. The Corporate Risk and Sustainability Committee includes directors with cybersecurity experience and expertise through supervision of information technology departments as executive officers. The Corporate Risk and Sustainability Committee receives regular updates from senior management and our Chief Information Officer on cybersecurity risks, incidents and trends, and ongoing and planned projects. Regular status reports are also provided by the cybersecurity organization to our Chief Information Officer and other members of our senior management and incident updates are reported to senior management as the Chief Information Officer and cybersecurity organization considers appropriate depending on the severity of the incident.

As part of our incident response planning, we also maintain cross-functional response teams involving personnel outside of our cybersecurity organization, both globally and regionally, in order to be prepared to respond to an incident.

SUSTAINABILITY MATTERS

Westlake is committed to acting in a safe, ethical, sustainable and socially-responsible manner. The Corporate Risk and Sustainability Committee assists the Board in discharging its oversight responsibility for (i) the Company's initiatives and policies related to safety, environmental compliance, sustainability and corporate culture and (ii) the evaluation of management's efforts to align sustainability initiatives and practices with the Company's long-term strategy. The Compensation Committee assists the Board in discharging its oversight responsibility for the Company's human capital management matters. Management provides regular updates to both Committees as well as the Board with respect to these initiatives.

The Company voluntarily discloses certain sustainability matters and metrics in its annual Sustainability Report, which is in part informed by the Sustainability Accounting Standards Board, Global Reporting Initiative and Task Force on Climate-related Financial Disclosures voluntary disclosure frameworks and several of the United Nations Sustainable Development Goals. The Company's most recent Sustainability Report, which was published in November 2024, covering calendar year 2023, is available on our website at:http://www.westlake.comunder "Sustainability -Sustainability Report." This Sustainability Report and sustainability information on the Company's website are not incorporated by reference in this proxy statement.

CORPORATE GOVERNANCE

We have a Code of Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, a Code of Conduct that applies to all directors, officers and employees, and Principles of Corporate Governance. You can find the above-referenced documents by visiting our website at:http://www.westlake.comunder "Investor Relations-Governance Documents." We will post on our website any amendments to such documents as well as any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange.

INSIDER TRADING POLICY

We have adopted an insider trading policy governing the purchase and sale of our securities by our directors, officers and employees and the directors, officers and employees of our subsidiaries and affiliates, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards. A copy of our insider trading policy is filed as an exhibit to our most recent Annual Report on Form 10-K.

COMMUNICATIONS WITH DIRECTORS

Any interested party is welcome to communicate with any one or all of our directors by writing to the director or directors, Westlake Corporation, c/o Corporate Secretary, 2801 Post Oak Blvd., Houston, Texas 77056. The Corporate Secretary will forward these communications to the addressee. If any interested party would like to communicate with the non-management directors or independent directors as a group, the interested party should address such communication as follows: Non-management Directors or Independent Directors (as applicable), Westlake Corporation, c/o Corporate Secretary, 2801 Post Oak Blvd., Houston, Texas 77056. Upon receipt, Westlake's Corporate Secretary will forward the communication, unopened, to one of the non-management directors or independent directors, as applicable. Such director will, upon review of the communication, make a determination as to whether it should be brought to the attention of the other non-management directors or independent directors, as applicable, and whether any response should be made to the person sending the communication, unless the communication was made anonymously.

MEETING ATTENDANCE

The Board of Directors held twelve meetings in 2024. During 2024, all of our directors attended at least 75% of the total number of meetings of the Board of Directors and any committee on which he or she served during the periods that he or she served. Westlake encourages its directors to attend the annual meeting of stockholders. All of our directors attended our annual meeting of stockholders in May 2024, with the exception of Mr. Cregg, who did not join the Board until December 2024.

COMPENSATION OF DIRECTORS

Directors who are also full-time officers or employees of Westlake (i.e., Messrs. Albert Chao, James Chao and John Chao) receive no additional compensation for serving as directors. In 2024, all other directors, who served for the whole year, received a quarterly retainer of $28,750 for each of the first and second quarters and $30,000 for each of the third and fourth quarters, for a total annual retainer of $117,500 (the annual cash retainer was increased from $115,000 to $120,000 effective for the third quarter of 2024). Messrs. Cregg and Haas received pro-rated retainers based on their length of service in 2024. The Audit Committee chairman received an additional annual retainer of $25,000, the Compensation Committee chairman received an additional annual retainer of $20,000, the Nominating and Governance Committee chairman received an additional annual retainer of $17,500 (the annual retainer was increased from $15,000 to $20,000 effective for the third quarter of 2024) and the Corporate Risk and Sustainability Committee chairman received an additional annual retainer of $17,500 (the annual retainer was increased from $15,000 to $20,000 effective for the third quarter of 2024). Under the 2013 Omnibus Incentive Plan, which was amended and restated on May 11, 2023 following shareholder approval (the "Omnibus Incentive Plan"), the Board of Directors, effective August 9, 2024, authorized the issuance of 1,128 restricted stock units to each non-management director at the time (being Mss. Chao, Lubel and Sabat and Messrs. David Chao, Graff, Haas, McCollum, Northcutt and Sheets). All of these restricted stock units will vest on August 9, 2025, subject to the grantee's continuing service as a director of Westlake as of the vesting date, except Mr. Haas whose restricted stock units were vested in connection with his resignation from the Board of Directors on December 10, 2024. The Board of Directors, effective December 10, 2024, authorized the issuance of 1,339 restricted stock units to Mr. Cregg in connection with his appointment to the Board of Directors. All of these restricted stock units will vest on December 10, 2025, subject to his continuing service as a director of Westlake as of the vesting date. Each such restricted stock unit represents a contingent right to receive one share of Westlake's common stock at vesting.

The following table sets forth a summary of the compensation earned or paid to our non-named executive officer directors in 2024:

Fees Earned
or Paid	Stock
in Cash	Awards(1)	Total
Name	($)	($)	($)
CatherineT.Chao ...............................................	117,500	165,000	0	2,978	285,478
DavidT.Chao ..................................................	117,500	165,000	0	2,320	284,820
JohnT.Chao(3) ..................................................	0	0	0	0	0
RogerA.Cregg(4) ................................................	7,174	165,000	0	0	172,174
Michael J. Graff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	135,000	165,000	0	2,320	302,320
MariusA.Haas(5) ................................................	110,652	165,000	0	2,320	277,972
KimberlyS.Lubel ...............................................	117,500	165,000	0	2,320	284,820
MarkA.McCollum ..............................................	142,500	165,000	0	2,320	309,820
R. Bruce Northcutt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	137,500	165,000	0	2,320	304,820
CarolynC.Sabat ................................................	117,500	165,000	0	2,978	285,478
Jeffrey W. Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	135,000	165,000	0	2,320	302,320

Option Awards

All Other Compensation(2)

($)

($)

• (1) These amounts represent the grant date fair value of the restricted stock units granted to our directors in 2024, calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. For a discussion of the related valuation assumptions, please see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, each of Mss. Chao, Lubel and Sabat and Messrs. David Chao, Graff, McCollum, Northcutt and Sheets had 1,128 unvested restricted stock units and Mr. Cregg had 1,339 unvested restricted stock units.

• (2) All Other Compensation amounts represent dividend equivalent payments with respect to restricted stock units that were paid to the directors before the vesting of the restricted stock units.

• (3) Mr. John Chao serves as Senior Vice President and Managing Director of Westlake Innovations, Inc. (one of our subsidiaries). Please see "Certain Relationships and Related Party Transactions" elsewhere in this proxy statement for a description of his compensation earned as an employee of Westlake during 2024. Mr. John Chao did not receive any additional compensation for services provided as a director during 2024.

• (4) Mr. Cregg was appointed to the Board of Directors effective December 10, 2024.

• (5) Mr. Haas resigned from the Board of Directors effective December 10, 2024.

PROPOSAL 1-ELECTION OF CLASS III DIRECTORS

Our Restated Certificate of Incorporation provides that the Board of Directors be divided into three classes, each consisting, as nearly as possible, of one-third of the total number of directors constituting the Board of Directors, with each class to serve for a term of three years. The following nominees, each of whom was nominated by our Nominating and Governance Committee, are proposed for election in Class III, to serve until the annual meeting of stockholders in 2028, or until their successors are elected and qualified:

• • Albert Y. Chao

• • David T. Chao

• • Michael J. Graff

• • Carolyn C. Sabat

Ms. Sabat and Messrs. Albert Chao, David Chao and Graff are incumbent Class III directors. Unless instructed otherwise, the proxies will be voted for the election of the four nominees named above. If any nominee is unable to serve, proxies may be voted for a substitute nominee selected by the Board of Directors, although management is not aware of any circumstance likely to render any of the named nominees unavailable for election.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR

THE ELECTION OF THESE NOMINEES AS CLASS III DIRECTORS.

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

Albert Y. Chao (age 75). Mr. Chao has been our Executive Chairman of the Board since July 2024 and a director since June 2003. From May 1996 to July 2024, Mr. Chao served as President and, from July 2004 to July 2024, he served as our Chief Executive Officer. In addition, Mr. Chao has been a director of Westlake Chemical Partners GP LLC, a wholly owned subsidiary of ours and the general partner of Westlake Chemical Partners LP, since its formation in March 2014, its Executive Chairman of the Board since July 2024 and served as its President and Chief Executive Officer from March 2014 to July 2024. In 1985, Mr. Chao assisted his father, T.T. Chao, and his brother, James Y. Chao, in founding Westlake. He has held positions in the Controller's Group of Mobil Oil Corporation, in the Technical Department of Hercules Incorporated, in the Plastics Group of Gulf Oil Corporation and has served as Assistant to the Chairman of China General Plastics Group and Deputy Managing Director of a plastics fabrication business in Singapore. He is the brother of James Y. Chao, father of John T. Chao and Carolyn C. Sabat, and uncle of David T. Chao and Catherine T. Chao. Mr. Chao received a bachelor's degree from Brandeis University and an M.B.A. from Columbia University.

The Board has concluded that Mr. Albert Chao should serve as a director of the Company based primarily on his long experience in the global chemicals and plastics industries and his lengthy tenure as a senior officer of the Company. Mr. Chao also brings important perspectives to our Board from his position as a member of the Chao family, which controls TTWF LP, our principal stockholder.

David T. Chao (age 48). Mr. Chao has been a director since January 2018. Mr. Chao is the Executive Chairman of Tanglewood Property Management Company, an affiliate of our principal stockholder, a position he has held since July 2017. Mr. Chao has also served as Chief Executive Officer of Tempest Peak Management LLC since December 2022. From August 2013 to July 2017, Mr. Chao was the Company's Vice President of Business Development for Asia and Middle East and from July 2011 to August 2013 he was the Company's Director of Business Development for Asia and Middle East. Prior to joining Westlake, Mr. Chao was President and Director at PT Titan Petrokimia Nusantara, a petrochemical company based in Indonesia, from January 2008 to December 2010. He is the son of James Y. Chao, the nephew of Albert Y. Chao, brother of Catherine T. Chao, and the cousin of John T. Chao and Carolyn C. Sabat. Mr. Chao received a bachelor's degree in mechanical engineering from Rice University and an M.B.A. from the Wharton School of the University of Pennsylvania.

The Board has concluded that Mr. David Chao should serve as a director of the Company based primarily on his experience in the chemical industry and his position as a member of the Chao family, which controls TTWF LP, our principal stockholder.

Michael J. Graff (age 69). Mr. Graff has been a director since May 2013. Mr. Graff is the former Chairman and Chief Executive Officer of American Air Liquide, Inc. and former Executive Vice President of the Air Liquide Group. Mr. Graff joined Air Liquide as President and CEO of Air Liquide USA LLC in April 2007. In May 2009, Mr. Graff was