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ALBEMARLE CORP

For the period ended May 7, 2024. Filed Mar 26, 2024.

View on SEC.gov

About 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

ALB$99.25+0.9%Stored close · as of Nov 6, 2026
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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 TimePlace
Tuesday, May 7, 2024Albemarle Corporation
7:00 a.m., Eastern Time4250 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 MatterBoard VoteRecommendation
Proposal 1:Election of DirectorsFOReach 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 StockFOR
Proposal 4:Ratification of Appointment of Independent Registered Public Accounting FirmFOR

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 OccupationAgeDirector SinceStanding Committee MembershipIndependentOther Public Company Boards
M. Lauren BrlasFormer EVP and CFO, Newmont Mining Corporation662017Audit & Finance (Chair)Capital InvestmentYes3
Ralf H. CramerFormer President and CEO, Continental China582022Audit & FinanceSustainability, Safety & Public PolicyYes0
J. Kent Masters, Jr. (Chair)Chairman and CEO, Albemarle Corporation632015;Chair since 2020NoneNo0
Glenda J. MinorFormer SVP & CFO, Evraz North America672019Audit & FinanceNominating & GovernanceYes2
James J. O’Brien(Lead Independent Director)Former Chairman and CEO, Ashland Inc.692012;Lead Independent Director since 2020Nominating & Governance (Chair)Audit & FinanceYes1
Diarmuid B. O’ConnellFormer VP, Corporate & Bus. Dev., Tesla Motors Inc.602018Executive Compensation & Talent Development Sustainability, Safety & Public PolicyYes2
Dean L. SeaversFormer President, National Grid U.S.632018Capital Investment (Chair)Executive Compensation & Talent DevelopmentYes1
Gerald A. SteinerFormer EVP, Sustainability & Corporate Affairs, Monsanto632013Sustainability, Safety & Public Policy (Chair)Audit & FinanceYes0
Holly A. Van DeursenFormer Group VP, Petrochemicals, BP Corporation652019Capital InvestmentExecutive Compensation & Talent DevelopmentYes2
Alejandro D. WolffFormer U.S. Ambassador to Chile672015Executive Compensation & Talent Development (Chair)Nominating & GovernanceYes1
Independent: 9 of 10Average age: 64.1Diverse: 5 of 10Average 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.

ContentsView on SEC.gov

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