Albemarle Corp DEF 14A, filed Mar 27, 2025

Albemarle Corp (ALB)

DEF 14A 2025-03-27 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Albemarle Corp filed this DEF 14A on March 27, 2025.

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						Preliminary Proxy Statement

						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

X						Definitive Proxy Statement

						Definitive Additional Materials

						Soliciting Material Under Rule 14a-12


AGENDA		Board Vote Recommendation	For Further Details
1	Election of the ten nominees named in the Proxy Statement to serve as directors for the ensuing year	"FOR" each director nominee	Page 6
2	Advisory vote to approve the compensation of our named executive officers	"FOR"	Page 29
3	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for year ending December 31, 2025	"FOR"	Page 81
4	Shareholder proposal regarding simple majority vote, if properly presented	"AGAINST"	Page 84


			By Order of the Board of Directors

			Stacy G. Grant
			Senior Vice President, General Counsel
			and Corporate Secretary
			March 27, 2025


PROXY STATEMENT SUMMARY	1	Compensation Discussion and Analysis	30
PROPOSAL 1 – ELECTION OF DIRECTORS	6	Letter from the Exec Compensation & Talent Development Committee	30
Summary of Director Nominee Qualifications, Experience and Background	7	2024 Named Executive Officers	31
Director Nominees	8	2024 Compensation Highlights	31
Corporate Governance	13	Shareholder Engagement	32
Process for Selecting Directors	13	Performance and Pay Alignment	35
Director Candidate Recommendations and Nominations by Shareholders	14	Navigating the CD&A	38
Director Independence	14	Executive Compensation Framework	38
Director Continuing Education	15	Executive Compensation Management	41
Director Retirement Policy	15	2024 Compensation Decisions and Outcomes	46
Attendance at Annual Meeting	15	Other Compensation-Related Policies	56
Board Meetings	15	Compensation Committee Report	59
Meetings of Non-Employee Directors	15	Compensation Tables and Other Information	60
Board and Committee Evaluations	16	Summary Compensation Table	60
Board Leadership Structure	16	Grants of Plan-Based Awards	63
Risk Oversight		Outstanding Equity Awards and Fiscal Year-End	66
Sustainability Oversight		Option Exercises and Stock Vested	67
Human Capital Management		Retirement Benefits	68
Cybersecurity Oversight		Potential Payments Upon Termination	69
Committees of the Board of Directors	20	Equity Compensation Plan Information	75
Certain Relationships and Related Transactions	23	CEO Pay Ratio	75
Director Compensation	24	SEC Disclosure on Pay Versus Performance	77
Annual Compensation	24	PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	81
Deferred Compensation	25	Fees Billed by PwC	81
Other Benefits and Perquisites	25	Audit & Finance Committee Pre-Approval Policy	81
Director Share Ownership Guidelines	27	Audit & Finance Committee Report	83
Director Compensation Table	26	PROPOSAL 4 – SHAREHOLDER PROPOSAL	84
Share Ownership	27	Q&As About this Proxy Statement and the Annual Meeting	86
Principal Shareholders	27	Shareholder Proposals	93
Directors and Executive Officers	28	Other Matters	94
Delinquent Section 16(a) Reports	28	Important Notice Regarding the Internet Availability of Proxy Materials	94
PROPOSAL 2 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION	29	Summary of Defined Terms	95


Board of Directors
• Annual election of Directors			• Resignation policy for Directors not receiving a majority vote
• Independent Board, except CEO			• Lead Independent Director with substantive responsibilities
• 100% independent standing Board committees			• Regular executive sessions of independent Directors
• Continuing director education			• Director retirement requirement at age 72
• Attendance of at least 86% of Board and applicable Committee meetings held in 2024 by each Director			• Longstanding commitment to sustainability and corporate responsibility
• Annual Board and Committee evaluation process			• Authority to retain independent advisors
• Clawback policies applicable to annual and long-term incentive compensation			• Anti-hedging and pledging policies for Directors and employees
• No shareholder rights plan (poison pill)			• Annual Say-on-Pay vote
• Robust shareholder engagement program			• Share ownership guidelines for Directors and executives
• Board oversight of initiatives reported in Annual Sustainability Report			• Quarterly mandatory IT security training for employees as part of comprehensive Cybersecurity Program
• Risk oversight by Board and Committees


Filed by the Registrant			X

Filed by a Party other than the Registrant


X						No fee required.

						Fee paid with preliminary materials.

						Fee computed on table on exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Independent Age: 67 Director Since: 2017 Committees: •Audit & Finance (Chair) •Capital Investment						M. LAUREN BRLAS Ms. Brlas retired from the Newmont Mining Corporation (“Newmont”), a global gold company and producer of copper, silver, zinc, and lead, in December 2016. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cleveland-Cliffs Inc., a North American producer of iron ore and steel, where ultimately she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Attributes and Skills: Ms. Brlas brings significant operational and financial executive leadership experience, including in the natural resources industry, to our Board. This executive leadership experience as well as Ms. Brlas’ extensive background in financial and governance matters supports her re-election to our Board. Other Public Company Directorships: •Autoliv, Inc. (a developer, manufacturer, and marketer of airbags, seatbelts, and steering wheels), 2020 – current •Graphic Packaging International, LLC (a producer of paper-based packaging solutions), 2019 – current •Constellation Energy Corporation (an energy provider), 2022 – 2024 •Exelon Corporation (an energy provider), 2018 – 2022 •Perrigo Company plc (a producer of self-care health solutions), 2003 – 2019

Independent Age: 59 Director Since: 2022 Committees: •Audit & Finance •Sustainability, Safety & Public Policy						RALF H. CRAMER Mr. Cramer has served as Industry Advisor/Consultant at Knowledge Experienced, an automotive and industrial consulting company, since 2018. He has also served as a Senior Consultant at Shenzhen Shentou Investment Co Ltd., a cross-border M&A consultancy and investment company, since 2018. Mr. Cramer has served on the boards of directors of Knorr-Bremse Truck, a subsidiary of Knorr-Bremse A.G., a braking system manufacturer, since December 2018, and Coperion GmbH, a subsidiary of Hillenbrand Group, a technology provider for plastics industry, since Jan 2024. Mr. Cramer served on the board of directors of Metalsa S.A., an automotive solutions provider, from May 2019 to May 2024, on the board of directors of BBS Automation GmbH, an automation solutions provider, from May 2018 to October 2023, as an Executive Board Member of Continental AG, which develops technologies and services for mobility of people and goods, from 2009 to 2017, and as President, Global Division Chassis & Safety from 2008 to 2013. During that time, Mr. Cramer also served as President and CEO of Continental China, an automotive component manufacturer, from 2013 to 2017. Attributes and Skills: Mr. Cramer’s executive experience with multinational companies in the automotive industry and manufacturing operations, as well as his deep experience in China and interactions with Chinese industry leaders, brings an international business perspective to our Board. Mr. Cramer’s extensive knowledge of the global automotive industry and operational, financial, and international leadership experience supports his re-election to our Board.


Age: 64 Director Since: 2015 Chairman Since: 2020						J. KENT MASTERS, JR. Mr. Masters has served as Chairman and CEO of Albemarle since 2020. He joined the Albemarle Board of Directors in 2015 and served as Lead Independent Director from 2018 to April 2020. Prior to joining Albemarle, Mr. Masters served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, from 2011 to 2014, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. Attributes and Skills: Mr. Masters brings significant global business experience in key industries relevant to our large capital projects, such as engineering and construction, power equipment, and industrial gases, to our Board. Mr. Masters’ global business experience as well as his previous experience in the lithium industry (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board.

Independent Age: 68 Director Since: 2019 Committees: •Audit & Finance •Nominating & Governance						GLENDA J. MINOR Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. Prior to Silket, she served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer from 2010 to 2016. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions, from 2000 to 2010. She has also served on the board of the Capital Area United Way since 2020. Attributes and Skills: Ms. Minor brings extensive financial and international leadership experience across different industries and different continents to our Board. Ms. Minor’s financial and international leadership experience as well as her in-depth understanding of the preparation and analysis of financial statements and her experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion supports her re-election to our Board. Other Public Company Directorships: •Radius Recycling (a global provider in the metals recycling industry and a manufacturer of finished steel products), 2020 – current •Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current


Independent Age: 70 Director Since: 2012 Lead Independent Director Since: 2020 Committees: •Nominating & Governance (Chair) •Audit & Finance						JAMES J. O'BRIEN Mr. O’Brien served as Chairman of the Board and Chief Executive Officer from 2002 to 2014, as President and Chief Operating Officer in 2002, and as Senior Vice President and Group Operating Officer from 2001 to 2002 of Ashland Inc., a diversified energy company. Mr. O’Brien served as President of Valvoline, a global marketer and supplier of premium branded lubricants and automotive services, from 1995 to 2001. Mr. O’Brien worked at Ashland for 38 years prior to his retirement in December 2014. Attributes and Skills: Mr. O’Brien brings extensive knowledge of the chemical industry and significant experience gained from service on the board of directors of other public companies to our Board. Mr. O’Brien’s industry knowledge and public company board experience as well as his significant management experience and knowledge in the areas of finance, accounting, international business operations, risk oversight, and corporate governance supports his re-election to our Board. Other Public Company Directorships: •Eastman Chemical Company (a specialty chemical company), 2016 – current •Humana Inc. (a managed health care company), 2006 – 2023

Independent Age: 61 Director Since: 2018 Committees: •Executive Compensation & Talent Development •Sustainability, Safety & Public Policy						DIARMUID B. O'CONNELL Mr. O'Connell served as Chief Strategy Officer of Fair Financial Corp., an automotive leasing fintech company, from 2018 to 2019. Prior to Fair Financial, Mr. O’Connell served as Vice President, Corporate & Business Development at Tesla Motors Inc., an American electric vehicle manufacturer, energy storage company, and solar panel manufacturer, from 2010 to 2017 and Vice President, Business Development from 2006 to 2010. Mr. O’Connell served as Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State from 2003 to 2006. Attributes and Skills: Mr. O'Connell brings experience in the electric vehicle and energy storage industry as well as valuable perspectives on global applications of alternative energy that provide insights into the end uses of our products to our Board. This industry knowledge as well as Mr. O'Connell’s background in marketing, government relations, operations, and manufacturing supports his re-election to our Board. Other Public Company Directorships: •Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current •Volvo Car AB (a company that designs, manufactures, and supplies automobiles), 2021 – current •Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – 2023


Independent Age: 64 Director Since: 2018 Committees: •Capital Investment (Chair) •Executive Compensation & Talent Development						DEAN L. SEAVERS Mr. Seavers has served as a senior advisor at Stifel Financial Corp., a full-service financial services firm, since 2020. Prior to then, Mr. Seavers served as President of National Grid U.S., a U.S. supplier of consumer energy, from 2014 to 2019 and as Executive Director of National Grid plc, a multinational electricity and gas utility company, from 2015 to 2019. Mr. Seavers founded and served as Chief Executive Officer, President and Director of Red Hawk Fire & Security, a provider of life safety and security solutions, from 2012 to 2018, and President of Global Services of the Fire & Security business of United Technologies Corporation, an aerospace and defense company, from 2010 to 2011. Attributes and Skills: Mr. Seavers brings an operational perspective and vision to our Board from a variety of industries representing end uses of our products. Mr. Seavers’ extensive executive leadership and deep energy, fire safety and technology industry experience supports his re-election to our Board. Other Public Company Directorships: •CenterPoint Energy, Inc. (a U.S. public utility holding company), 2024 – current •Ametek, Inc. (a global manufacturer of electronic instruments and electromechanical devices), 2022 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2020 – 2022; Chairman, Pacific Gas & Electric Company, 2020 – 2022 •James Hardie Industries plc (a producer and marketer of fiber cement siding and backerboard and of fiber gypsum products), 2021 – 2022

Independent Age: 64 Director Since: 2013 Committees: •Sustainability, Safety & Public Policy (Chair) •Audit & Finance						GERALD A. STEINER Mr. Steiner co-founded CoverCress, Inc., a company developing a new crop for renewable fuels, and served as CEO from 2015 to 2021 and as Executive Chairman from 2021 until its acquisition in 2022. He also manages Alta Grow Consulting LLC, a business consulting firm he founded in 2014. Mr. Steiner served as Executive Vice President, Sustainability and Corporate Affairs at Monsanto Company, a leading global provider of agricultural products for farmers, from 2003 to 2014 and head of corporate strategy prior to that time. Since 2023, he has served as Executive Chair of Pluton BioSciences, an agricultural microbials company, an Advisor for Ilumina Ventures, a genomics and precision health venture firm, as well as serving other AgTech start-up companies. Among other roles, Mr. Steiner has also served at the following organizations: •Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of BIO (Biotechnology Industry Organization) •Chairman, 2012 – 2013, board member, 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and energy for rural communities) •Co-founder, Field to Market (an agricultural sustainability organization); Executive Chairman of Stony Creek Colors (a plant-based dyes company) since 2021 Attributes and Skills: Mr. Steiner brings extensive experience in the renewable fuels and agricultural industry to our Board. This industry experience as well as Mr. Steiner’s extensive experience in government affairs, global business, and strategy supports his re-election to our Board.


Independent Age: 66 Director Since: 2019 Committees: •Capital Investment •Executive Compensation & Talent Development						HOLLY A. VAN DEURSEN Ms. Van Deursen served as Group Vice President, Petrochemicals, at BP plc, a global provider of heat, light and mobility products and services, having starting working there in 1989 and holding various senior executive management roles before retiring as a member of the top-forty executive management team from 2000 to 2005. Ms. Van Deursen has twenty-five years of experience in the chemical, oil, and energy industries, including various engineering, manufacturing, and product development roles for Dow Corning Corporation (a chemical and plastics manufacturer and supplier). Attributes and Skills: Ms. Van Deursen brings extensive experience in the chemical, industrial, and contract manufacturing sectors, including from her previous service as a director for companies in the oilfield services, diversified industrial, and packaging sectors, to our Board. Ms. Van Deursen’s experience across sectors as well as her service in executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally supports her re-election to our Board. Other Public Company Directorships: •Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), 2019 – current •Synthomer plc (a global supplier of acrylic and vinyl emulsions and specialty polymers), 2018 – current •Capstone Green Energy Corporation (a global producer of highly efficient, low-emission, resilient microturbine energy systems), Chair 2017 – 2020; director 2007 – 2021 •Enerpac Tool Group (formerly Actuant Corporation) (a diversified industrial company), 2008 – 2020

Independent Age: 68 Director Since: 2015 Committees: •Executive Compensation & Talent Development (Chair) •Nominating & Governance						ALEJANDRO D. WOLFF Mr. Wolff served as Managing Director of Gryphon Partners LLC, a global advisory firm focused on frontier markets, from 2014 to 2016. Prior to Gryphon, he served as U.S. Ambassador to Chile from 2010 to 2013 and U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff has thirty-three years of service in the U.S. Department of State, including service in Algeria, Morocco, Chile, Cyprus, the U.S. Mission to the European Union in Brussels, and as Deputy Chief of Mission and Charge d’Affaires in France. Attributes and Skills: Mr. Wolff brings expertise in international political, economic, and commercial affairs to our Board. This expertise as well as Mr. Wolff’s lithium industry experience (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. Other Public Company Directorships: •Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2019 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 – 2020 •Versum Materials, Inc. (an electronic materials company), 2016 – 2019


1	Evaluation Questionnaires	• Formal opportunity for Directors to reflect and evaluate performance and operation of the Board and each of its committees
		• Solicit candid feedback from each Director regarding the effectiveness of the Board and each of its committees
2	Individual Interviews	• LID has an in-depth conversation with each Director to discuss further individual feedback

3	Review of Feedback	• LID reviews questionnaires and interview responses with Chairs of each committee and with the Nominating & Governance Committee
		• LID reviews questionnaires and interview responses with full Board in executive session
4	Use of Feedback	• Each committee develops recommendations for its committee
		• The Nominating & Governance Committee and LID identify areas for improvement for the full Board
		• The Nominating & Governance Committee uses the results of evaluations as part of the nomination process for the next annual meeting.


Key Responsibilities
• Assist the Board in assuring effective governance			• Serve on the Executive Committee of the Board
• Call meetings and set agendas for executive sessions of the independent and non-management directors			• Chair Board meetings when the Chair/CEO is not present or when there is any potential conflict
• Ensure that the Board and its committees function independently of management			• Retain advisors and consultants at the request of the independent Directors
• Confer with the Chair/CEO to develop schedules and agendas for Board and committee meetings			• Act as a liaison among the independent Directors, the Chair/CEO and senior leaders
• Confer with the Nominating & Governance Committee Chair and the Chair/CEO as to committee membership and committee chairs			• Coordinate with the Nominating & Governance Committee Chair and the Chair/CEO in the performance evaluation of the Board and Board committees
• Coordinate with the Executive Compensation & Talent Development Committee Chair in the performance evaluation of the Chair/CEO			• Evaluate and oversee with the Chair/CEO the quality, quantity and timeliness of the information submitted by the Company’s management to the independent directors


Cybersecurity Governance Highlights
• Cybersecurity program is integrated into our overall enterprise risk management framework and factored into our long-term strategy and business continuity plans.
• Cross-functional approach to addressing cybersecurity risk, with engagement among IT, Risk, Legal, Compliance and Corporate Audit functions
• Comprehensive reporting to our Board by our Chief Information Officer on cybersecurity related matters, including the status of ongoing initiatives, incident reporting, compliance with regulatory requirements and industry standards, and emerging threats in global cybersecurity.
• We map the CSF to corresponding legal, regulatory, and industry security practices, which guide our global policies and procedures to identify, protect, detect, respond, and recover from cybersecurity threats and incidents.
• Security operations center and cybersecurity analysts who provide 24/7 network monitoring.
• Our detailed incident response plan specifies escalation and evaluation processes for cyber events.
• Mandatory new hire and annual security training for all staff and regular phishing tests to raise awareness and response actions
• We engage a third-party global firm to conduct an annual cyber assessment using the CSF, and external vendors to validate our security controls and procedures through periodic penetration tests.


			Target Value
Non-Employee Directors			5x annual cash retainer


Director Compensation Table
Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
M. Lauren Brlas	$	145,000	$	170,468	$	—	$	315,468
Ralf H. Cramer	$	120,000	$	170,468	$	—	$	290,468
Glenda J. Minor	$	120,000	$	170,468	$	3,000	$	293,468
James J. O'Brien	$	185,000	$	170,468	$	3,000	$	358,468
Diarmuid B. O'Connell	$	120,000	$	170,468	$	—	$	290,468
Dean L. Seavers	$	135,000	$	170,468	$	—	$	305,468
Gerald A. Steiner	$	135,000	$	170,468	$	—	$	305,468
Holly A. Van Deursen	$	120,000	$	170,468	$	3,000	$	293,468
Alejandro D. Wolff	$	140,000	$	170,468	$	—	$	310,468


Name and Address of Beneficial Owners	Number of Shares		Percent of Class*
The Vanguard Group
100 Vanguard Boulevard, Malvern, PA 19355	14,083,522	(1)	12.0%
Capital World Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071	13,118,839	(2)	11.2%
BlackRock, Inc.
50 Hudson Yards, New York, NY 10001	12,183,614	(3)	10.4%
Capital Research Global Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071	8,791,548	(4)	7.5%
State Street Corporation
One Congress Street, Suite 1, Boston, MA 02114	6,561,435	(5)	5.6%


Name of Beneficial Owner or Number of Persons in the Group	Number of Shares Beneficially Owned(1)		Percent of Class	Phantom Shares Without Voting or Investment Power(2)
Melissa Anderson	16,791	(3)	*	265
M. Lauren Brlas	10,141		*
Kristin M. Coleman	5,873	(4)	*
Ralf H. Cramer	3,232		*
Netha N. Johnson	66,441		*
J. Kent Masters	137,096		*
Glenda J. Minor	5,856		*	1,569
Eric W. Norris	71,374		*
James J. O’Brien	5,323		*	15,543
Diarmuid B. O'Connell	9,191		*
Dean L. Seavers	9,259		*
Neal R. Sheorey	1,243		*
Gerald A. Steiner	8,250		*	10,357
Holly A. Van Deursen	1,650		*	5,895
Alejandro D. Wolff	12,502		*	3,510
All directors and executive officers as a group (19 persons)	386,445		*	37,139


COMPENSATION			ANNUALLY
Annual Cash Retainer			$120,000
Annual Equity Retainer			$170,000
Additional Cash Fees:
Lead Independent Director or Non-Executive Chair of the Board, as applicable			$50,000
Audit & Finance Committee Chair			$25,000
Executive Compensation & Talent Development Committee Chair			$20,000
Nominating & Governance Committee Chair			$15,000
Sustainability, Safety & Public Policy Committee Chair			$15,000
Capital Investment Committee Chair			$15,000


Executive Compensation & Talent Development Committee

Alejandro D. Wolff, Chair			Dean L. Seavers
Diarmuid B. O'Connell			Holly A. Van Deursen


NAME			PRINCIPAL POSITION
J. Kent Masters, Jr.			Chairman and Chief Executive Officer
Neal R. Sheorey			Executive Vice President and Chief Financial Officer
Melissa H. Anderson			Executive Vice President, Chief People and Transformation Officer
Netha N. Johnson, Jr.			Executive Vice President, Chief Operations Officer
Eric W. Norris			Executive Vice President, Chief Commercial Officer
Kristin M. Coleman			Former Executive Vice President, General Counsel and Corporate Secretary


2021			–Raised threshold performance for rTSR from the 25th percentile to the 30th percentile –Lowered the payout at threshold performance from 50% to 30%
2019			–Introduced Return on Invested Capital as a second metric for the LTI plan to ensure alignment between the expected return on capital and LTI payout opportunities (as the Company entered a period of higher investments) –Put cap of 100% on relative TSR payouts if TSR is negative
2017			–Included a “double trigger” in our equity plan and award agreements, so that in the event of a Change in Control, equity would only vest following a termination of employment


Performance Based Compensation			In 2024, 90% of the target compensation of the CEO and an average of 79% of the target compensation of the other current NEOs was variable and subject to Company and individual performance. In determining award amounts we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options.
Annual Bonus Plan			Performance under our 2024 Enterprise Annual Incentive Plan after exercising negative discretion included achievement of adjusted EBITDA at 98% of target and adjusted Cash Flow from Operations at 104% of target.
Long-Term Incentive Mix			NEOs receive LTIP grants, comprised of performance share units (50%), stock options (25%) and RSUs (25%), as described in further detail below. The realizable value of all grants is directly impacted by Albemarle's stock price performance. They cliff vest after 3 years.
PSU performance			PSUs for the 2022-2024 LTIP cycle paid out at 0% of target for the rTSR PSUs and 200% of target for the adjusted ROIC PSUs. Our adjusted ROIC performance for the period was 22.0%, well above the target level of 12.25% for the period.
Pay for Performance			We are committed to ensuring the alignment between Company performance and executive compensation. “Pay for Performance” is one of our compensation principles. The overarching goal of our compensation program is to create executive compensation plans that incentivize and align with the creation of sustained shareholder value.


Executive Compensation Framework			Purpose of our Executive Compensation Program \| Executive Compensation Philosophy and Principles \| Focus on Performance \| Key Elements of our Executive Compensation Program \| Performance Metrics
Executive Compensation Management			Roles in Determining Executive Compensation \| Use of an Independent Compensation Consultant \| Use of Market Data \| Metric Selection and Goal Setting \| Compensation Risk Assessment
2024 Compensation Decisions and Outcomes			2024 Base Salary \| 2024 Annual Incentive Program \| Long-Term Incentives \| 2024 LTIP Grants
Other Compensation and Personal Benefits			Executive Benefits \| Perquisites \| Post Termination Payments \| Clawbacks \| Deductibility of Executive Compensation \| Taxation of “Parachute” Payments and Deferred Compensation \| Accounting for Stock-Based Compensation


Pay-for-Performance			•Set majority of compensation as variable and at-risk •Ensure an appropriate balance between annual and long-term incentives commensurate with the position's decision-making time horizon •Tie incentives to performance against financial, operational, strategic and individual goals •Use quantifiable and measurable performance metrics that are clearly disclosed •Provide significant upside potential and downside risk for superior and low performance


Pay Benchmark			•Compare our compensation practices against peer companies to enable us to attract, retain and motivate high-performing executives •Utilize a competitive range around median against the compensation peer group as one factor for determining target compensation •Evaluate factors including performance, scope of responsibilities and impact on the Company's performance as well as internal equity
Align Interests with our Stakeholders			•Reward long-term financial results that drive financial value creation through a balanced equity mix •Operate meaningful share ownership guidelines •Design programs that discourage unnecessary or excessive risk-taking •Cap payout opportunities under the incentive plans •Set minimum vesting periods for equity awards •Maintain a pay clawback policy that covers both time- and performance-based awards made under our incentive plans
Avoid Poor Governance Practices			•No tax gross-ups (unless provided pursuant to our standard relocation plan) •No single-trigger accelerated vesting upon a change-in-control •No discounting, reloading or re-pricing of share options without shareholder approval •No guaranteed compensation or increases •No excessive perquisites •No dividends earned or paid on unvested RSUs or PSUs until such awards vest •No strict targeting of compensation to a specific percentile of our compensation peer group •No hedging, pledging or short selling of Company stock


	Compensation Element	Purpose	Performance Alignment
Fixed	Base Salary	Provide competitive levels of fixed pay to attract and retain executives Recognize role scope, skills required, performance, contribution, leadership and potential	Individual performance taken into account when considering changes
At Risk	Short-Term Cash Incentive	Motivate and reward the successful execution of our operating plan and strategic goals as well as Business Unit, Enterprise and individual performance	Opportunity of 0%-200% of target based on performance Set incentive target as a percent of salary based on competitive data
	Long-Term Incentive Awards	Attract, retain and motivate executive talent; align interests with our shareholders and value realization with stock price; drive accountability for long-term performance	PSUs (50%), stock options (25%) and RSUs (25%) Target value set using the closing stock price on the grant date for PSUs and RSUs and Black Scholes for stock options Awards cliff vest after 3 years


	Metric	Rationale	Weight
Short-Term Metrics	Adjusted EBITDA	Incentivize management to meet and exceed target earnings. Aligns with focus on growth and efficiency	45%
	Adjusted Cash Flow from Operations	Incentivize management to meet and exceed target cash flow in support of growth and efficiency	30%
	Stewardship	Stewardship goals incentivize management, consistent with our values to be good stewards. Stewardship goals include occupational and process safety as well as environmental targets	10%
	Individual	Emphasize individual accountability. Individual goals are aligned with our strategy	15%

Long-Term Metrics	Relative Total Shareholder Return (“rTSR”)	Linking pay to long-term shareholder value	50%
	Adjusted Return on Invested Capital (“ROIC”)	Emphasizes our commitment to invest efficiently and generate long-term returns	50%


Executive Compensation & Talent Development Committee
•Develop, amend and approve executive compensation and employee related compensation and benefit programs to remain consistent with our values and philosophy, support the recruitment and retention of executive talent and help achieve business objectives
•Determine and approve the appropriate level of compensation for all executive officers
•Determine and approve short- and long-term incentive plan targets for all executive officers
•Evaluate CEO's performance and determine CEO's and other NEOs' compensation
•Select the independent compensation consultant and determine the scope of its engagement
Independent Directors of the Board
•Review and approve talent development and succession plans for the NEOs
•Appoint executive officers
CEO
•Evaluate performance for the executive officers, other than himself and make compensation recommendations to the Committee
Independent Compensation Consultant
•Provide expert input on market trends and broader developments in executive compensation, as well as assess the extent to which the Company's compensation programs, policies and practices align with our business and talent strategies and investor expectations
•Analyze the prevailing executive compensation structure and plan designs and help the Committee assess the competitiveness of our compensation program in the context of aligning executive officer interests with those of our shareholders


Universe of Publicly Traded Companies			•Traded on major US exchanges •Standalone companies domiciled in or with pay/disclosure practices consistent with the US
Industry			•Chemicals •Diversified Metals & Mining •Precious Metals & Minerals
Size			•Revenue within 0.4x - 2.5x of 2024 projected revenue as an indicator of complexity and scope for executive roles •Other size indicators include asset base and production volume
Business Model (Quantitative)			•Strong-growth trajectory (volume and/or price driven) •Strong operating margins (EBITDA margin) •Market-to-Capital premium (a sign of investor confidence)
Business Model (Qualitative)			•Global Operations (international revenues as a % of total) •Value-added extraction/processing •Business-to-Business sales model •Direct competitor for talent (add to peer group if company meets this criterion)


2024 PEER GROUP
Air Products and Chemicals, Inc. (APD)			FMC Corporation (FMC)
Celanese Corporation (CE)			Freeport-McMoRan Inc. (FCX)
Chemours Company, The (CC)			Huntsman Corporation (HUN)
Corteva, Inc. (CTVA)			Mosaic Company (MOS)
Dow Inc. (DOW)			Newmont Corporation (NEM)
DuPont de Nemours, Inc. (DD)			Olin Corporation (OLN)
Eastman Chemical (EMN)			Westlake Chemical Corporation (WLK)


Executive Officer	2023 Year-End Base Salary		2024 Increase in Annualized Base Salary		2024 Annualized Base Salary
J. Kent Masters, Jr.	$	1,400,000	$	—	$	1,400,000
Neal R. Sheorey	$	600,000	$	—	$	600,000
Melissa H. Anderson	$	551,250	$	—	$	551,250
Netha N. Johnson, Jr.	$	636,571	$	—	$	636,571
Eric W. Norris	$	640,180	$	—	$	640,180
Kristin M. Coleman	$	653,000	$	—	$	653,000


Metrics and Weighting	Adjusted EBITDA	Adjusted Cash Flow from Operations	Stewardship	Individual Performance
	Enterprise	Enterprise	Enterprise
Enterprise Roles	45.0%	30.0%	10.0%	15.0%

Weighted Payout Opportunities	Adjusted EBITDA	Adjusted Cash Flow from Operations	Stewardship	Individual Performance
	Enterprise	Enterprise	Enterprise
Threshold	22.5%	15.0%	N/A	0%-30%
Target	45.0%	30.0%	10.0%	0%-30%
Superior	90.0%	60.0%	20.0%	0%-30%


Energy Storage			Performance Range			Performance after Lithium Price Adjustment
Financial Performance in Millions USD		Weight	Threshold 85%	Target 100%	Superior 115%	In Millions USD	Performance Relative to Target

Adjusted EBITDA		18%	$1,119	$1,317	$1,515	$1,291	98%
Adjusted Cash Flow from Operations		12%	$881	$1,036	$1,191	$1,293	125%

Stewardship		Weight	N/A	Target	Superior	In Numbers	Performance Relative to Target

Occupational Safety	OSHA Recordable Rate	1.6%	N/A	≤0.19	≤0.12	0.20	0.00%
Process Safety	Severity Score	1.2%	N/A	≤8	≤4	6.00	150.0%
Environment	Level 2 Environmental Incidents	1.2%	N/A	≤2	≤1	0.00	200.0%

Payout Opportunity			50%	100%	200%	Total business performance payout*		98.5%


2024 AIP Payouts
Name	Eligible Earnings		X	Target Bonus %	=	Target Bonus Amount		X	Payout Based on (Company Performance + Individual Performance)			=	Actual Bonus Amount
J. Kent Masters, Jr.	$	1,400,000	x	150%	=	$	2,100,000	x	89.9%	+	15.0%	=	$	2,201,850
Neal R. Sheorey	$	600,000	x	80%	=	$	480,000	x	89.9%	+	15.0%	=	$	503,280
Melissa H. Anderson	$	551,250	x	80%	=	$	441,000	x	89.9%	+	15.0%	=	$	462,389
Netha N. Johnson, Jr.	$	636,571	x	80%	=	$	509,257	x	80.7%	+	15.0%	=	$	487,274
Eric W. Norris	$	640,180	x	80%	=	$	512,144	x	97.0%	+	15.0%	=	$	573,730


Annual adjusted ROIC	=	Earnings Before Taxes + Depreciation/Amortization - CAPEX Maintenance
		Average Gross Investment (Gross PP&E + Working Capital - Major Construction in Progress not generating revenue)

CAPEX	=	Capital Expenditures
PP&E	=	Property Plant and Equipment

For assets that are generating revenue for less than 6 months of the calendar year, we subtract CAPEX from the denominator, while subtracting the associated EBITDA for those assets from the numerator.


	2022 Adjusted ROIC PSU Grant Metrics
	Threshold	Target	Superior	Actual Result
Adjusted ROIC	9.75%	12.25%	14.75%	22.03%
% of Grants Earned	30%	100%	200%	200%


	2022 Adjusted ROIC PSU Grants
	Number of Units	Number of Units	Number of Units	2022 Earned
	at Threshold	at Target	at Superior	PSUs
	30%	100%	200%
J. Kent Masters, Jr.	2,540	8,466	16,932	16,932
Neal R. Sheorey	—	—	—	—
Melissa H. Anderson	430	1,433	2,866	2,866
Netha N. Johnson, Jr.	528	1,759	3,518	3,518
Eric W. Norris	528	1,759	3,518	3,518
Kristin M. Coleman	—	—	—	—