Cabot Corporation (NYSE: CBT) appoints Erica McLaughlin as next CEO

Rhea-AI Filing Summary

Cabot Corporation announced a planned leadership transition. Sean D. Keohane will retire as President and Chief Executive Officer and resign from the Board and its Executive Committee effective September 30, 2026, then remain a non-executive employee in an advisory role through December 31, 2026 to support the transition.

The Board has elected Erica McLaughlin, currently Executive Vice President, Chief Financial Officer and Head of Corporate Strategy, to become President and CEO and a director effective October 1, 2026, serving in the board class whose term expires at the 2029 Annual Meeting of Stockholders. She will resign as Executive Vice President on September 30, 2026, and the company has begun a search for a new CFO.

In her new role, McLaughlin’s base salary will increase to $910,000 per year from October 1, 2026, and her target award under the 2018 Short Term Incentive Compensation Plan for performance periods beginning in fiscal 2027 will be 120% of base salary. Under a transition agreement, Keohane will continue to receive his existing salary and benefits until retirement, have outstanding equity awards treated under retirement vesting provisions, and receive financial planning benefits for 24 months after retirement, subject to his release of claims and non-competition and non-solicitation commitments.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO retirement effective date: September 30, 2026 New CEO effective date: October 1, 2026 Advisory role end date: December 31, 2026 +3 more

6 metrics

CEO retirement effective date September 30, 2026 Effective date for Sean D. Keohane’s retirement as President and CEO and board resignation.

New CEO effective date October 1, 2026 Effective date for Erica McLaughlin’s appointment as President and CEO and director.

Advisory role end date December 31, 2026 Date through which Sean D. Keohane remains a non-executive employee to assist the transition.

New CEO base salary $910,000 per year Base salary for Erica McLaughlin as President and CEO effective October 1, 2026.

Short-term incentive target 120% of base salary Target award for McLaughlin under the 2018 Short Term Incentive Compensation Plan for periods beginning in fiscal 2027.

Financial planning benefit period 24 months Duration of financial planning benefits for Sean D. Keohane following retirement under the transition agreement.

Key Terms

retirement vesting, non-competition and non-solicitation agreement, Short Term Incentive Compensation Plan, forward-looking statements

4 terms

retirement vesting financial

"outstanding equity awards as eligible for <b>retirement vesting</b> treatment"

non-competition and non-solicitation agreement regulatory

"a post-employment general release and waiver of claims and a <b>non-competition and non-solicitation agreement</b>"

Short Term Incentive Compensation Plan financial

"under the Cabot Corporation 2018 <b>Short Term Incentive Compensation Plan</b> for performance periods"

forward-looking statements regulatory

"This press release contains <b>forward-looking statements</b>. All statements that address expectations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What leadership changes did Cabot Corporation (CBT) announce for 2026?

Cabot Corporation will see CEO Sean Keohane retire and leave the Board on September 30, 2026, with CFO Erica McLaughlin becoming President, CEO and director on October 1, 2026. The company has also started a search for a new Chief Financial Officer.

When does Sean Keohane retire from his roles at Cabot Corporation (CBT)?

Sean Keohane will retire as President and CEO and resign from the Board on September 30, 2026, then remain a non-executive employee in an advisory capacity through December 31, 2026 to help ensure a smooth leadership transition at Cabot.

Who is Erica McLaughlin, the incoming CEO of Cabot Corporation (CBT)?

Erica McLaughlin joined Cabot in 2002 and has served as Executive Vice President, Chief Financial Officer and Head of Corporate Strategy since 2018. She previously led business operations in Reinforcement Materials and investor relations, and serves on the boards of Azenta Life Sciences and FM Global’s Advisory Board.

How will Erica McLaughlin’s compensation change as Cabot (CBT) CEO?

Upon becoming CEO on October 1, 2026, Erica McLaughlin’s base salary will be $910,000 per year. Her target award under Cabot’s 2018 Short Term Incentive Compensation Plan for performance periods beginning in fiscal 2027 will be 120% of her base salary.

What are the key terms of Sean Keohane’s transition agreement with Cabot (CBT)?

Under the transition agreement, Sean Keohane continues his current salary and benefits until retirement, receives retirement vesting treatment on outstanding equity awards, and gets financial planning benefits for 24 months after retirement, conditioned on a general release and non-competition and non-solicitation agreement.

What risks does Cabot (CBT) highlight regarding its CEO transition and outlook?

Cabot notes the inherent uncertainty of management transitions and execution of its leadership change, alongside industry competition, regulatory and climate-related risks, macroeconomic conditions, and other factors described in its Form 10-K for the fiscal year ended September 30, 2025, as potential drivers of differing future results.

CABOT CORP false 0000016040 0000016040 2026-07-24 2026-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 24, 2026

CABOT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

		Delaware
		(State or Other Jurisdiction of Incorporation)
1-5667				04-2271897
(Commission File Number)				(IRS Employer Identification No.)

TWO SEAPORT LANE, SUITE 1400, BOSTON, Massachusetts		02210-2019
(Address of Principal Executive Offices)		(Zip Code)

(617) 345-0100

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1 par value per share		CBT		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On July 24, 2026, Sean D. Keohane of Cabot Corporation (the “Company”) notified the Company’s Board of Directors (the “Board”) of his decision to retire as President and Chief Executive Officer and resign as a Director of the Company and a member of the Board’s Executive Committee, each effective September 30, 2026. Mr. Keohane will remain a non-executive employee of the Company through December 31, 2026 to assist in a smooth transition of his responsibilities.

On July 29, 2026, the Board of Directors elected Erica McLaughlin President and Chief Executive Officer of the Company, effective October 1, 2026. Ms. McLaughlin was also elected as a member of the Board of Directors of the Company, effective October 1, 2026, and will serve on the Board’s Executive Committee. Ms. McLaughlin will serve as a Director in the class whose term expires at the 2029 Annual Meeting of Stockholders. In connection with her election as President and Chief Executive Officer, Ms. McLaughlin resigned from her position as Executive Vice President of the Company effective September 30, 2026. The Company has commenced a search process to identify a new Chief Financial Officer.

Ms. McLaughlin joined Cabot in 2002. She was elected Executive Vice President effective December 2022, Senior Vice President and Chief Financial Officer in May 2018, and in October 2018 she assumed responsibility for Corporate Strategy.

In connection with Ms. McLaughlin’s election to the office of President and Chief Executive Officer, the Compensation Committee has approved an increase in her base salary to $910,000 per year, effective October 1, 2026. The Committee has also increased the target award payable to Ms. McLaughlin under the Cabot Corporation 2018 Short Term Incentive Compensation Plan for performance periods beginning in the Company’s fiscal 2027 to 120% of her base salary.

There is no arrangement or understanding between Ms. McLaughlin and any other person pursuant to which she was appointed President and Chief Executive Officer or as a member of the Board. There are no transactions involving Ms. McLaughlin requiring disclosure under Item 404(a) of Regulation S-K of the SEC.

As an inducement for Mr. Keohane to remain an employee until December 31, 2026 to assist with the transition of his responsibilities, the Company has entered into a transition agreement (the “Transition Agreement”) with Mr. Keohane. Pursuant to the Transition Agreement, Mr. Keohane will continue to receive his base salary and other benefits as in effect prior to his transition and, upon the termination of his employment and his execution and delivery of a post-employment general release and waiver of claims and a non-competition and non-solicitation agreement, the Company has agreed: (i) to treat Mr. Keohane’s outstanding equity awards as eligible for retirement vesting treatment in accordance with the retirement vesting provisions set forth in the Company equity awards, and (ii) provide financial planning benefits to Mr. Keohane for a period of twenty-four months following his retirement from the Company.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the Transition Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1, and which is incorporated in this Item 5.02 by reference.

Item 7.01. Regulation 7.01 Disclosure.

On July 30, 2026, the Company issued a press release regarding the Company’s management transition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Transition Agreement, dated July 29, 2026, between Cabot Corporation and Sean D. Keohane
99.1		Press release issued by Cabot Corporation on July 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CABOT CORPORATION
				By:		/s/ Karen A. Kalita
				Name:		Karen A. Kalita
				Title:		Senior Vice President and General Counsel
Date: July 30, 2026

Exhibit 99.1

Cabot Corporation Announces Planned Leadership Transition

Company Announces Retirement of President and CEO Sean Keohane and Appointment of Erica McLaughlin as Successor

BOSTON, July 30, 2026 — Cabot Corporation (NYSE: CBT) announced today that Sean Keohane has notified the Board of Directors of his decision to retire as President and Chief Executive Officer (CEO) of the Company and to step down from the Company’s Board of Directors, each effective September 30, 2026. Erica McLaughlin, Executive Vice President, Chief Financial Officer (CFO) and Head of Corporate Strategy, has been elected to succeed Keohane as President and CEO, and to serve on the Board as a member of the class of directors whose term expires at the 2029 Annual Meeting of Stockholders, both effective October 1, 2026.

Keohane will remain with the Company in an advisory capacity through the end of the 2026 calendar year to ensure a smooth transition. In connection with McLaughlin’s appointment, the Company has commenced a search process to identify a new CFO.

McLaughlin joined Cabot in 2002 and has held a broad range of senior leadership positions within the Company’s finance and strategy organizations and Reinforcement Materials business. Prior to her current role, which she has held since 2018, she was Vice President, Business Operations for Reinforcement Materials and General Manager of its tire business and Vice President of Investor Relations, positions from which she has developed a deep understanding of finance, corporate strategy and business operations. She has played a key role in shaping the company’s strategic direction, driving operational discipline, and advancing major initiatives across the portfolio. She also currently serves on the Board of Directors of Azenta Life Sciences (Nasdaq: AZTA) and on the Advisory Board of FM Global.

“Erica brings deep industry expertise and a strong understanding of Cabot’s businesses, markets and global operations. This experience, coupled with her commitment to the company’s long-term strategic priorities, positions her exceptionally well to lead Cabot,” said Board Chair Michael Morrow. “Our decision to appoint Erica as the next President and CEO reflects a thoughtful and deliberate succession planning process. Her deep knowledge of the organization and commitment to the values and culture that have been integral to Cabot’s success will provide continuity as we execute this leadership transition. We believe she brings the leadership, discipline and strategic clarity needed to lead Cabot forward and deliver on our long-term vision.”

“I am deeply honored to succeed Sean as President and CEO and lead Cabot into our next chapter,” said McLaughlin. “Having been at Cabot for close to 25 years, I know firsthand the strength of our people and our businesses. I look forward to working with the Board and our global team to build on our success, grow the company by supporting our customers with innovative chemistry solutions to advance their businesses, and create value for our stockholders.”

Keohane has had a distinguished career spanning nearly 25 years with Cabot and has served as the company’s President and CEO since 2016. During his tenure, he has led the company through a period of meaningful change; focusing the portfolio, strengthening its core businesses, developing its entry and scale up into battery materials, advancing the company’s sustainability agenda, and deepening the company’s commitment to operational and commercial excellence. Under his leadership, Cabot has delivered strong performance and generated long-term value for shareholders.

“The Board is deeply appreciative of Sean’s exceptional leadership and distinguished career at Cabot,” said Morrow. “We extend our congratulations on a well-deserved retirement. During his tenure as CEO, Sean provided strong, steady and thoughtful leadership, focusing the company’s portfolio around its core businesses and advancing new strategic long-term growth priorities. His collaborative leadership style has strengthened our organization and leadership team, leaving a strong foundation for continued success in the years ahead.”

“It has been a tremendous privilege to lead Cabot and to work alongside such a talented and dedicated global team,” said Keohane. “I am incredibly proud of what we have accomplished together and the foundation we have created. I am confident Cabot is in excellent hands under Erica’s leadership. We have worked side by side for almost my entire tenure as CEO and I have seen first-hand her strong leadership, operational discipline, and sharp strategic mind. Erica is a trusted and highly capable leader with deep knowledge of our business and a commitment to our people, the culture, and the unique heritage of this great company. I look forward to supporting a seamless transition in the months ahead.”

ABOUT CABOT CORPORATION

Cabot Corporation (NYSE: CBT) is a global specialty chemicals and performance materials company headquartered in Boston, Massachusetts. The company is a leading provider of reinforcing carbons, specialty carbons, battery materials, engineered elastomer composites, inkjet colorants, masterbatches and conductive compounds, fumed metal oxides and aerogel. For more information on Cabot, please visit the company’s website at cabotcorp.com.

Forward-Looking Statements: This press release contains forward-looking statements. All statements that address expectations or projections about the future, including with respect to the planned leadership transition and expectations for future performance, growth and value creation for stockholders, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed or implied by forward-looking statements. Important factors

that could cause our results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to: the inherent uncertainty of management transitions and the ability of the Company to successfully execute its planned leadership transition; industry capacity utilization and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; litigation or legal proceedings; interest rates, tax rates, currency exchange controls, tariffs and fluctuations in foreign currency rates; and other risks and uncertainties described in the reports we file with the Securities and Exchange Commission (“SEC”). These factors are discussed more fully in the reports we file with the SEC, particularly under the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended September 30, 2025, which is filed with the SEC and available at www.sec.gov. We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Contact:

Vanessa Craigie

Corporate Communications

vanessa.craigie@cabotcorp.com

(617) 342-6015

Robert Rist

Investor Relations

robert.rist@cabotcorp.com

(617) 342-6374

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 87.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB