SEC Filing | Stepan Company

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hinrichsen Samuel S

(Last)

(First)

(Middle)

1101 SKOKIE BLVD, SUITE 500

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2024

3. Issuer Name and Ticker or Trading Symbol
STEPAN CO [ SCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
VP & Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	189.3615	D
Common Stock	317.522	I	By ESOP II Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	⁽¹⁾	Common Stock	180	⁽²⁾	D
Restricted Stock Units	12/31/2022⁽³⁾	12/31/2024	Restricted Stock Units	180	⁽⁴⁾	D
Stock Appreciation Right	12/31/2022⁽³⁾	02/15/2032	Common Stock	560	111.26	D
Restricted Stock Units	02/14/2024⁽³⁾	02/14/2026	Restricted Stock Units	136	⁽⁴⁾	D
Stock Appreciation Right	02/14/2024⁽³⁾	02/13/2033	Common Stock	380	109.92	D
Performance Shares	⁽⁵⁾	⁽⁵⁾	Common Stock	343	⁽²⁾	D
Restricted Stock Units	03/04/2025⁽³⁾	03/04/2027	Restricted Stock Units	171	⁽⁴⁾	D
Stock Appreciation Right	03/04/2025⁽³⁾	03/03/2034	Common Stock	468	87.5	D
Share Units	⁽⁶⁾	⁽⁶⁾	Common Stock	105.94	⁽⁷⁾	D

Explanation of Responses:

1. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2024.

2. Each performance share represents a contingent right to receive one share of Stepan Company common stock.

3. Vests ratably over three years beginning on the date shown.

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Stepan Company common stock.

5. The performance shares vest upon the certification of Stepan Company achieving certain performance goals for the performance period ending December 31, 2026.

6. Share Units are acquired under the Management Incentive Plan (as amended) ("MIP"), a nonqualified deferred compensation plan that allows participants to elect to defer all or a portion of their annual incentive awards into Stepan Company Common Stock.

7. Share Units convert on a one-for-one basis into Common Stock.

	/s/ Stephanie J. Pacitti, attorney-in-fact for Samuel S. Hinrichsen	11/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of David Gerard Kabbes, Stephanie Jane Pacitti and James Andrew
Hart, signing singly, as the undersigned's true and lawful authorized
representatives and attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer of Stepan Company ("the Company"), Forms 3, 4 and 5, and any and
all amendments thereto, in accordance with Section 16 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and
regulations promulgated thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such form or
schedule and the timely filing of such form or schedule with the United States
Securities and Exchange Commission and any stock exchange or stock market or
other authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve
in such attorneys-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorneys-in-fact,
or such attorneys-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming any of the
undersigned's responsibilities to comply with Section 16 or any other
provision of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of November, 2024.


/s/ Samuel Hinrichsen
Samuel Hinrichsen