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## PAY RATIO DISCLOSURE 

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, following is information about the relationship of the annual total compensation of our employees and the total compensation of Mr. Craig Rogerson, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. 

For the most recently completed fiscal year ended December 31, 2020: 

• The median of the annual total compensation of all our employees (other than our CEO) was $78,495; and 

• The annual total compensation of our CEO was $7,807,674. 

## Pay Ratio 

<img src='content_image/1059714.jpg'>

## Methodology 

Consistent with Item 402(u) of Regulation S-K, we have determined the median paid employee’s to-date average foreign exchange rates were used to translate the local currency to U.S dollars for the median paid employee for 2020. The pay ratio was 357 to 1 in 2019, primarily due to the one-time stock award granted to Mr. Rogerson in 2019. I n 2020, the pay ratio decreased to 99 to 1, as Mr. Rogerson’s 2020 annual grant was less than his one-time stock award in 2019. 

The table below lists the components of total compensation for Mr. Rogerson: 

<img src='content_image/1059711.jpg'>

## DIRECTOR COMPENSATION 

The following table presents information regarding the compensation earned or paid during 2020 to our directors who are not also NEOs and who served on the Board of Directors of Hexion Holdings during the year. 

<img src='content_image/1059712.jpg'>

## Narrative to the Director Compensation Table 

The members of the new independent board of directors were selected based on their qualifications and prior experience in the chemical industry and prior service on similar boards. The Company engaged a consultant to assist with determining our new directors’ compensation arrangements based on a review and analysis of the director compensation arrangements of the Company’s peer group of companies. Based on that analysis and the consultant’s recommendation, as well as the level of activity expected of the Company’s directors 

