ALBEMARLE CORP
For the period ended May 7, 2024. Filed Mar 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 26, 2024
Contents
PROXY STATEMENT SUMMARY
This summary provides an overview and highlights information contained elsewhere in this Proxy Statement (“Proxy Statement”). This summary does not contain all information that you should consider, and you should read the entire Proxy Statement carefully, before voting. Throughout the Proxy Statement, “we,” “us,” “our,” “Company,” and “Albemarle” refer to Albemarle Corporation, a Virginia corporation.
Annual Meeting
| Date and Time | Place |
|---|---|
| Tuesday, May 7, 2024 | Albemarle Corporation |
| 7:00 a.m., Eastern Time | 4250 Congress Street |
| Charlotte, North Carolina 28209 |
Voting Matters
The following table summarizes the proposals to be considered at the Annual Meeting and voting recommendation of our Board of Directors (“Board of Directors” or “Board”) with respect to each proposal.
| Voting Matter | Board VoteRecommendation | |
|---|---|---|
| Proposal 1: | Election of Directors | FOReach Nominee |
| Proposal 2: | Advisory Vote to Approve Named Executive Officers’ Compensation (Say-on-Pay) | FOR |
| Proposal 3: | Approval of Amendment to the Company’s Amended and Restated Articles of Incorporation Increasing the Number of Authorized Shares of Common Stock | FOR |
| Proposal 4: | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR |
2023 Financial Highlights
Our full year results show continued strong volumetric growth with 2023 marking the highest net sales and second-highest EPS in Albemarle’s history. This highlights the focus and ability of our global team to succeed in a macro environment that remains challenging. We ended the year with net sales of $9.6 billion, up 31% compared to 2022, of which 21% was related to volume growth. Our Energy Storage global business unit delivered 35% volumetric growth in 2023. Operational discipline is a key component of our operating model. In 2023, we realized productivity benefits of more than $300 million; well in excess of the initial target of $170 million.
Our Purpose, Strategy, and Transformational Impact Areas
We are committed to building a more resilient world:
Albemarle is a global leader in transforming essential resources such as lithium and bromine into critical ingredients for modern living. Together with our world-class resources, technical and process knowledge, and safety and sustainability performance, we partner with our customers to pioneer new ways to move, power, connect, and protect.
We have a clear strategy to achieve profitable growth and enhance sustainability:
| GrowProfitably | • Expand capacity to meet customer needs and generate value• Partner with strategic customers and stakeholders to facilitate innovation and mutual growth |
|---|---|
| Maximize Productivity | • Deploy operating model to build a scalable platform for growth• Foster a high-performance culture with best-in-class capabilities• Optimize earnings, cash flow, and cost structure |
| Investwith Discipline | • Allocate capital and manage portfolio to generate long-term value• Maintain Investment Grade credit rating and support our dividend |
| Advance Sustainability | • Build competitive advantage through industry-leading ESG performance• Support sustainability ambitions of customers and communities |
We lead the world in transforming essential resources into critical ingredients around four transformational impact areas:
| Mobility | • Advancing the future of movement by being a leading provider of materials that make mobility better and cleaner• From the battery in electric vehicles, to the initiator for airbags, Albemarle is fundamental in the development of mobility products and solutions |
|---|---|
| Energy | • Powering the energy transition to meet the rising needs so we can ensure the world has critical resources for years to come• From energy grid storage to the materials required for energy-efficient buildings, neither would be possible without Albemarle |
| Connectivity | • Enabling an always-on world to make technology more consistent and reliable, so we can continue to innovate more efficiently• From fire safety solutions in industrial cabling to the protective glass on your cell phone, Albemarle makes connecting safer and more reliable |
| Health | • Improving quality of life by making health safer and more attainable today, so the planet and future generations can continue to thrive• From ingredients for medicines to disinfection, Albemarle helps ensure the food we eat is safe and plentiful, the water we drink is clean, and the environment we live in is here to stay |
Governance and Corporate Highlights
| Board Independence | • Independent Board, except CEO• Lead Independent Director• All Members of the Board’s Standing Committees are Independent• Regular Executive Sessions of Independent Directors• Board and Committee Authority to Retain Independent Advisors |
|---|---|
| Director Elections | • Annual Election of Each Director• Directors not Eligible for Re-election Beginning in the Year in which they Reach 72 years of Age• Resignation Policy for Directors Not Receiving Majority Approval |
| Meeting Attendance | • All Directors Attended at Least 90% of the Total Number of Meetings of our Board Held in 2023•Each Director Attended 100% of the Total Number of Meetings Held for the Committees on which the Director Served in 2023 |
| Evaluating and Improving Board Performance | • Annual Board and Committee Evaluation Process• Continuing Director Education |
| Aligning Our Interests with Shareholders' Interests | • Stock Ownership Guidelines for Directors and Executive Officers• Policies Prohibiting Hedging, Short Sale, and Pledging Our Stock by Directors, Officers, and Employees• No Shareholder Rights Plan (Poison Pill) |
| Environmental and Social | • Longstanding Commitment to Sustainability and Corporate Responsibility• Annual Sustainability Report Aligned with SASB and GRI Standards• Published Albemarle’s Inaugural Diversity, Equity & Inclusion Report• Released First Report in Line with Task Force on Climate-related Financial Disclosures•CDP Reporting: Second Year Scoring of Climate (B-) and Water (B-)• Completed IRMA (Initiative for Responsible Mining Assurance) Independent Third-Party Audit at Salar de Atacama• Other 2023 Achievements Included Initial Limited Assurance of Water Metrics |
| Other | • Annual Say-on-Pay Vote• Risk Oversight by Full Board and Committees• Robust Stockholder Engagement Program• Clawback Policies that Apply to Annual and Long-Term Incentive Compensation• Quarterly Mandatory Information Security Training for All Employees |
Our Board of Directors
Our Director Nominees
| Name and Primary Occupation | Age | Director Since | Standing Committee Membership | Independent | Other Public Company Boards |
|---|---|---|---|---|---|
| M. Lauren BrlasFormer EVP and CFO, Newmont Mining Corporation | 66 | 2017 | Audit & Finance (Chair)Capital Investment | Yes | 3 |
| Ralf H. CramerFormer President and CEO, Continental China | 58 | 2022 | Audit & FinanceSustainability, Safety & Public Policy | Yes | 0 |
| J. Kent Masters, Jr. (Chair)Chairman and CEO, Albemarle Corporation | 63 | 2015;Chair since 2020 | None | No | 0 |
| Glenda J. MinorFormer SVP & CFO, Evraz North America | 67 | 2019 | Audit & FinanceNominating & Governance | Yes | 2 |
| James J. O’Brien(Lead Independent Director)Former Chairman and CEO, Ashland Inc. | 69 | 2012;Lead Independent Director since 2020 | Nominating & Governance (Chair)Audit & Finance | Yes | 1 |
| Diarmuid B. O’ConnellFormer VP, Corporate & Bus. Dev., Tesla Motors Inc. | 60 | 2018 | Executive Compensation & Talent Development Sustainability, Safety & Public Policy | Yes | 2 |
| Dean L. SeaversFormer President, National Grid U.S. | 63 | 2018 | Capital Investment (Chair)Executive Compensation & Talent Development | Yes | 1 |
| Gerald A. SteinerFormer EVP, Sustainability & Corporate Affairs, Monsanto | 63 | 2013 | Sustainability, Safety & Public Policy (Chair)Audit & Finance | Yes | 0 |
| Holly A. Van DeursenFormer Group VP, Petrochemicals, BP Corporation | 65 | 2019 | Capital InvestmentExecutive Compensation & Talent Development | Yes | 2 |
| Alejandro D. WolffFormer U.S. Ambassador to Chile | 67 | 2015 | Executive Compensation & Talent Development (Chair)Nominating & Governance | Yes | 1 |
| Independent: 9 of 10 | Average age: 64.1 | Diverse: 5 of 10 | Average tenure: 6.2 years |
|---|
Executive Compensation Highlights
Our executive compensation program is designed to attract and retain highly-qualified executives, motivate our executives to achieve our overall business objectives, and align our executives’ interests with those of our shareholders. Our compensation philosophy rewards executives for achieving our financial and stewardship metrics and building long-term value for our shareholders and other stakeholders. We follow several other principles when designing our executive compensation program including: 1) pay-for-performance, 2) pay benchmarking, 3) aligning interests with our stakeholders, and 4) avoiding poor governance policies. For more information see“Executive Compensation Philosophy and Principles” on page 39.
In line with our compensation principles, our NEOs are primarily rewarded through performance-based cash and equity incentive awards. This is intended to both encourage and recognize strong company performance and stock price growth, further driving shareholder value. In 2023,90% of the target compensation of our Chief Executive Officer and an average of 78% of target compensation of our other NEOs was variable and subject to performance factors.
Albemarle's incentive plans convey a balanced focus between growth, efficiency, and stewardship. The 2023 executive compensation program provided short-term annual cash bonuses designed to drive adjusted EBITDA and adjusted cash flow from operations, and long-term performance-based equity awards designed to drive total stockholder return and return on invested capital, all as described in further detail below under “Compensation Discussion and Analysis” beginning onpage 31.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.