DEF 14A of Albemarle Corp, Mar 26, 2024

DEF 14A of Albemarle Corp

Filed Mar 26, 2024 · FY20230000915913-24-000089

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our Director Nominees

  2. Our Board of Directors

    | Name and Primary Occupation | Age | Director Since | Standing Committee Membership | Independent | Other Public Company Boards | | M. Lauren Brlas Former EVP and CFO, Newmont Mining Corporation | 66 | 2017 | Audit & Finance (Chair) Capital Investment | Yes | 3 | | Ralf H. Cramer Former President and CEO, Continental China | 58 | 2022 | Audit & Finance Sustainability, 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. Minor Former SVP & CFO, Evraz North America | 67 | 2019 | Audit & Finance Nominating & 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’Connell Former VP, Corporate & Bus. Dev., Tesla Motors Inc. | 60 | 2018 | Executive Compensation & Talent Development Sustainability, Safety & Public Policy | Yes | 2 | | Dean L. Seavers Former President, National Grid U.S. | 63 | 2018 | Capital Investment (Chair) Executive Compensation & Talent Development | Yes | 1 | | Gerald A. Steiner Former EVP, Sustainability & Corporate Affairs, Monsanto | 63 | 2013 | Sustainability, Safety & Public Policy (Chair) Audit & Finance | Yes | 0 | | Holly A. Van Deursen Former Group VP, Petrochemicals, BP Corporation | 65 | 2019 | Capital Investment Executive Compensation & Talent Development | Yes | 2 | | Alejandro D. Wolff Former U.S. Ambassador to Chile | 67 | 2015 | Executive Compensation & Talent Development (Chair) Nominating & Governance | Yes | 1 |

  3. Our Board of Directors

    | Independent: 9 of 10 | Average age: 64.1 | Diverse: 5 of 10 | Average tenure: 6.2 years |

  4. Our Board of Directors

    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 on page 31.

  5. Our Board of Directors

    | PROPOSAL 1 – ELECTION OF DIRECTORS |

  6. Our Board of Directors

    The Board of Directors, upon unanimous recommendation of the Nominating & Governance Committee, unanimously approved the persons named below as nominees for election to the Board of Directors at the Annual Meeting. Each of the nominees is currently a member of the Board of Directors. Each of the nominees (i) has been nominated for election at the Annual Meeting to hold office until the 2025 annual meeting of shareholders or, if earlier, the election or appointment of their successor, and (ii) has consented to being named as such and to serve as such if elected. The proxies submitted for the Annual Meeting cannot be voted for more than ten nominees. Proxies will be voted “FOR” the election of the persons named below (or if for any reason such persons are unavailable, for such substitutes as the Board of Directors may designate) as Directors for the ensuing year. The Board of Directors has no reason to believe that any of the nominees will be unavailable. Each nominee who is elected will serve as a Director until his or her successor is elected at our 2025 annual meeting of shareholders or until his or her earlier resignation, replacement, or removal. Each nominee is listed below with information as of the Record Date (March 12, 2024) concerning age, principal occupation, employment, and directorships during the past five years and positions with the Company, if applicable, and the year in which they first became a Director of the Company. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to his or her nomination as a Director, in light of the Company’s business and governance structure. The following table highlights the qualifications and experience of each member of our Board that contributed to the Board’s determination that each individual is uniquely qualified to serve on the Board. While designation on this table indicates competency or experience in the relevant area, this high-level summary is not intended to be an exhaustive list of each nominee’s skills or contributions.

  7. Our Board of Directors

    | Summary of Director Nominee Qualifications, Experience, and Background | | | | | | | | | | | | | Brlas | Cramer | Masters | Minor | O'Brien | O'Connell | Seavers | Steiner | Van Deursen | Wolff | | | | | | | | | | | | | | KEY COMPETENCIES | | | | | | | | | | | | Current/Former Public Company CEO or COO | n | n | n | | n | | n | | | | | P&L Experience | n | n | n | n | n | n | n | n | n | | | Relevant Industry Experience | n | n | n | n | n | n | n | n | n | n | | R&D / Innovation Experience | n | n | n | | n | n | n | n | n | n | | Manufacturing / Operations Experience | n | n | n | | n | n | n | | n | | | Global / Emerging Markets Experience | n | n | n | n | n | n | n | n | n | n | | Supply Chain and Logistics Experience | n | n | n | | n | n | | | n | | | IT / Cybersecurity / Technology Capability | n | | | n | n | n | n | | | n | | Financial Literacy | n | n | n | n | n | n | n | n | n | n | | M&A Experience | n | n | n | n | n | n | n | n | n | n | | Risk Management | n | n | n | n | n | n | n | n | n | n | | Public Company Compliance / Governance | n | n | n | n | n | n | n | n | n | n | | Strategy Development | n | n | n | n | n | n | n | n | n | n | | Public Company Executive Compensation | n | n | n | n | n | | | | n | n | | Leadership Development / Succession Planning | n | n | n | n | n | n | n | n | n | n | | Geopolitics / Government Affairs | | n | | | | n | | n | | n | | Diversity, Equity & Inclusion | n | | n | n | | | n | | n | n | | Natural Resource Management / Environment | n | n | n | | n | n | n | n | n | | | Safety / Health | n | n | n | | n | n | n | n | n | n | | COMPLIANCE | | | | | | | | | | | | Independent Director | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | | Audit Committee Financial Expert | Y | N | N | Y | Y | N | N | N | N | N | | Current Public Company Boards (including ALB) | 4 | 1 | 1 | 3 | 2 | 3 | 2 | 1 | 3 | 2 | | Current Public Company Audit Committees (including ALB) | 3 | 1 | — | 3 | 1 | 2 | — | 1 | 1 | — | | DEMOGRAPHICS | | | | | | | | | | | | Age | 66 | 58 | 63 | 67 | 69 | 60 | 63 | 63 | 65 | 67 | | Tenure | 7 | 2 | 9 | 5 | 12 | 6 | 6 | 11 | 5 | 9 | | DIVERSITY | | | | | | | | | | | | Gender (Female, Male) | F | M | M | F | M | M | M | M | F | M | | Race (Black, Hispanic, White) | W | W | W | B | W | W | B | W | W | H | | BOARD STANDING COMMITTEES (Chair, Member) | | | | | | | | | | | | Audit & Finance | C | M | | M | M | | | M | | | | Capital Investment | M | | | | | | C | | M | | | Executive Compensation & Talent Dev. | | | | | | M | M | | M | C | | Sustainability, Safety & Public Policy | | M | | | | M | | C | | | | Nominating & Governance | | | | M | C | | | | | M | | Lead Independent Director | | | | | Y | | | | | |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Independent Age: 66 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 most recently 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: •Constellation Energy Corporation (an energy provider), 2022 – current •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 •Exelon Corporation (an energy provider), 2018 – 2022 •Perrigo Company plc (a producer of self-care health solutions), 2003 – 2019 | | Independent Age: 58 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. Mr. Cramer 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, Metalsa S.A., an automotive solutions provider, since May 2019, 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 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 the Chinese government 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. |

  10. Director Nominees

    | Age: 63 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: 67 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, Ms. Minor 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. 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 (f/k/a Schnitzer Steel Industries, Inc.) (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 |

  11. Director Nominees

    | Independent Age: 69 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 2001-2002 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: 60 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 |

  12. Director Nominees

    | Independent Age: 63 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 Stifel Financial, 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: •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 •Environmental Impact Acquisition Corporation (a special purpose acquisition company), 2021 – 2022 | | Independent Age: 63 Director Since: 2013 Committees: •Sustainability, Safety & Public Policy (Chair) •Audit & Finance | GERALD A. STEINER Mr. Steiner co-founded and served as CEO from 2015 to 2021 and as Executive Chairman of CoverCress, Inc., a company developing a new crop for renewable fuels, from 2021 until its acquisition in 2022. Mr. Steiner founded in 2014 and continues to serve at Alta Grow Consulting LLC, a business consulting firm. Mr. Steiner also has served as Executive Chair of Pluton BioSciences, an agricultural microbials company, since February 2023. Prior to Alta Grow Consulting, he 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. 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 March 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. |

  13. Director Nominees

    | Independent Age: 65 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-four 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 •Bemis Company (a packaging company), 2008 – 2019 | | Independent Age: 67 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 |

  14. Director Nominees

    Election of each Director requires the affirmative vote of a majority of the votes cast by the holders of shares represented at the Annual Meeting and entitled to vote (which means that the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” a director). In uncontested elections, any Director who does not receive a majority of the votes cast must tender his or her resignation to the Board of Directors. The Nominating & Governance Committee will make a recommendation to the Board of Directors on whether or not to accept the tendered resignation. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE FOREGOING NOMINEES.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  16. Director Compensation Table

    Director Compensation Table The following table presents information relating to the compensation earned by our non-employee Directors who served during the fiscal year ended December 31, 2023 ("Fiscal Year 2023"). Mr. Masters, as an employee Director, does not receive compensation from the Company in his capacity as a Director.

  17. Director Compensation Table

    | Director Compensation Table | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | M. Lauren Brlas | $135,000 | $171,945 | $— | $306,945 | | Ralf H. Cramer | $110,000 | $171,945 | $— | $281,945 | | Glenda J. Minor | $110,000 | $171,945 | $3,000 | $284,945 | | James J. O'Brien | $175,000 | $171,945 | $3,000 | $349,945 | | Diarmuid B. O'Connell | $110,000 | $171,945 | $— | $281,945 | | Dean L. Seavers | $125,000 | $171,945 | $— | $296,945 | | Gerald A. Steiner | $125,000 | $171,945 | $— | $296,945 | | Holly A. Van Deursen | $110,000 | $171,945 | $3,000 | $284,945 | | Alejandro D. Wolff | $130,000 | $171,945 | $— | $301,945 |

  18. Director Compensation Table

    ___________________________________________________ (1)Amounts shown include fees that have been deferred at the election of the non-employee Director under the 2023 Directors Plan. (2)Amounts shown represent the aggregate grant date fair value of stock awards granted in Fiscal Year 2023 in accordance with FASB ASC Topic 718. On July 3, 2023, each then serving non-employee Director received 750 shares of common stock (some of which were deferred by certain Directors) for their service as a Director. In accordance with the 2023 Directors Plan, non-employee Directors received shares of common stock equal to $170,000 divided by the closing price per share of common stock on July 3, 2023, which was $229.26, rounded up to the next 25-share increment. The amounts set forth above reflect the grant date fair value under accounting guidance for these awards and may be different from the actual value that will be recognized by each of the non-employee Directors. No Director holds any other unvested equity or has options outstanding. (3)Represents matching donations for qualified charitable contributions through the Albemarle Foundation Matching Gifts Program.

  19. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of March 12, 2024, the beneficial ownership of common stock by each Director of the Company, the NEOs listed in the Summary Compensation Table, and all Directors and executive officers of the Company as a group.

  20. Directors and Executive Officers

    | 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) | | M. Lauren Brlas | 7,631 | * | | | Kristin M. Coleman | 3,966 | * | | | Ralf H. Cramer | 981 | * | | | Raphael Crawford | 46,867 | * | | | Netha N. Johnson | 56,624 | * | | | J. Kent Masters | 104,095 | * | | | Glenda J. Minor | 4,106 | * | 1,542 | | Eric W. Norris | 60,497 | * | | | James J. O’Brien | 2,813 | * | 15,293 | | Diarmuid B. O'Connell | 6,681 | * | | | Sean O'Hollaren | 101 | * | | | Dean L. Seavers | 6,749 | * | | | Neal R. Sheorey | 153(3) | * | | | Gerald A. Steiner | 6,500 | * | 10,189 | | Scott A. Tozier | 123,300(4) | * | 265 | | Holly A. Van Deursen | 1,650 | * | 4,062 | | Alejandro D. Wolff | 9,992 | * | 3,453 | | All directors and executive officers as a group (21 persons) | 450,863 | * | 34,804 |

  21. Directors and Executive Officers

    ___________________________________________________ * Indicates beneficial ownership of less than 1% of common stock. Calculated based upon 117,524,680 shares of common stock outstanding as of March 12, 2024 and assuming vesting or exercise of such holder’s stock awards and options that vest or are, or become, exercisable within 60 days of March 12, 2024, as the case may be, for purposes of calculating the total number of shares outstanding, but not the conversion or exercise of securities held by third parties. (1)The amounts in this column include shares of common stock with respect to which certain persons had the right to acquire beneficial ownership within 60 days of March 12, 2024: Mr. Masters 27,823 shares; Mr. Johnson 25,204 shares; Mr. Norris 25,655 shares; Mr. Crawford 16,750 shares; and Mr. Tozier: 43,875 shares. (2)The amounts in this column reflect phantom shares held in the deferred stock account of each person and represent an equivalent number of shares of common stock. Although such shares are not “beneficially owned” as defined under SEC rules, we believe that inclusion of such shares gives our shareholders important additional information regarding the shareholdings of our Directors. (3)Mr. Sheorey joined the Company in November 2023. (4)Includes 1,623 shares held in the Albemarle Savings Plan.

  22. Committee Actions

    Committee Actions The Committee assesses annually the efficacy of the Company’s executive compensation and benefit programs. It also considers changing market conditions that could affect the effectiveness of our programs in the future. Of note, Albemarle’s Energy Storage business unit experienced unprecedented growth in 2022 and expected this growth to continue in 2023 despite difficulty in predicting market pricing. Given the growing financial effect of lithium market pricing on Albemarle’s overall financial performance, the Committee worked with its executive compensation consultant to evaluate mechanisms that would best recognize management for actions within their control, while still aligning management’s pay with financial results. The Committee determined that applying a price adjustment to account for significant lithium market pricing fluctuation (upward or downward), outlined below in the 2023 Annual Incentive Plan section, best accomplished these goals. For Albemarle's Ketjen business unit (“Ketjen”), the Committee reviewed and approved incentive plans that will be applied to all eligible Ketjen employees. These incentive plans are focused on the short- and long-term success of Ketjen. The annual incentive plan focuses on short-term financial success as well as short-term milestones that will drive the longer-term value of the Ketjen business. The Ketjen long-term incentive plan focuses on the generation of cumulative free cash flow for the 2023-2028 period as well as optimization of the future transaction value in the event of a divestiture of Ketjen. The Committee approved two incentive compensation recovery policies effective as of December 1, 2023. One policy, adopted for purposes of compliance with the incentive-based compensation recovery provision of the Dodd-Frank Act and the NYSE listing standards, provides for the mandatory recovery of certain cash- and equity-based compensation paid on the basis of the achievement of financial performance measures from our executive officers in the event of an accounting restatement. The other policy, which expands the Company’s existing mandatory recoupment policy, outlines the circumstances under which cash- and equity-based awards made under any Company incentive plan may be recouped from any employee, including the NEOs, upon such employee's intentional misconduct that causes, or is reasonably likely to cause, material harm to the Company, --“financially,” “reputationally,” or “otherwise--,” or such employee's material violation of Albemarle policies, Code of Conduct,, or agreements or arrangements between the Company and the employee (e.g., confidentiality, non-solicitation, and non-disparagement obligations). In 2023 the Committee changed its name from Executive Compensation Committee to Executive Compensation & Talent Development Committee to better reflect the broader governance responsibilities of the Committee.

  23. Alignment of Executive Pay and Performance

    | Performance Based Compensation | In 2023, 90% of the target compensation of our CEO and an average of 78% of the target compensation of our other current NEOs was variable and subject to performance factors. 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 2023 Corporate Annual Incentive Plan included achievement of Adjusted EBITDA at 95% of target and Adjusted Cash Flow from Operations at 108% of target. In light of the Company's overall performance for 2023, the Committee decided to apply negative discretion to ensure payouts did not exceed 100% of target for each individual NEO (with the exception of Mr. Johnson), while continuing to differentiate payouts based on individual performance. | | Long-Term Incentive Mix | Our NEOs receive LTIP grants comprising performance shares (50%), stock options (25%) and restricted stock units (25%), as described in further detail below. | | Performance Shares | Our Performance Shares for the 2021-2023 LTIP cycle paid out at 0% of target for the rTSR performance shares and 200% of target for the Adjusted ROIC performance shares. Our Adjusted ROIC performance for the period was 24.8%, well above the target level of 11.3% 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. |

  24. Executive Compensation Philosophy and Principles

    | 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 | •We compare our compensation practices against peer companies to enable us to attract, retain, and motivate high-performing executives •We use the median in the compensation peer group as one factor for determining target compensation •Other factors include performance, scope of responsibilities, and impact on the company's performance as well as internal equity |

  25. Executive Compensation Philosophy and Principles

    | Align Interests with our Stakeholders | •Design programs that discourage unnecessary or excessive risk-taking •Cap payout opportunities under the incentive plans •Set minimum vesting periods for equity awards •Reward long-term financial results that drive financial value creation through a balanced equity mix •Operate meaningful share ownership guidelines •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 restricted shares units or performance share units 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 |

  26. Focus on Performance

    Focus on Performance 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. Long-term equity incentives are awarded through a combination of performance-based shares (“PSUs”), stock options, and time-based restricted stock units (“RSUs”) to link executive compensation more closely with the Company's performance. The diagrams below depict each element of target compensation as a percentage of total target direct compensation for our CEO and other current NEOs (Messrs. Sheorey, Johnson, and Norris, and Ms. Coleman), expressed as an average, for 2023. In determining target values we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options.

  27. Key Elements of our Executive Compensation Program

    | | 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 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%) In determining target values we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options 2023 awards cliff vest after 3 years. |

  28. Performance Metrics

    Performance Metrics Our incentive plans balance short- and long-term performance goals to ensure that the interests of our executives are aligned with those of our shareholders for short- and long-term performance. The following provides a summary overview of the short- and long-term goals(1) for our NEO's.

  29. Performance Metrics

    | | Metric | Rationale | Weight | | Short-Term Metrics | Adjusted EBITDA | Incentivize management to meet and exceed target earnings. Aligns with focus on growth and efficiency | 50% | | | Adjusted Cash Flow from Operations | Incentivize management to meet and exceed target cash flow in support of growth and efficiency | 25% | | | Stewardship | Stewardship goals incentivize management, consistent with our values, to be good stewards, and are critical for our license to operate. Stewardship goals include occupational and process safety as well as environmental targets | 10% | | | Individual | Emphasize individual accountability. Individual goals are aligned to our Operating Model which includes: Operational Discipline, Competitive Capabilities, High Performance Culture, and Sustainable Approach | 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% |

  30. Performance Metrics

    ___________________________________________________ (1) See pages 49 and 54 for a more detailed overview of the short- and long-term incentive plans and definitions for each of the performance goals.

  31. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant The Committee has retained an independent compensation consultant, Farient Advisors, to provide advice on best practices and market developments, as well as to provide independent advice to the Committee. The Committee regularly meets with the independent compensation consultant without management present. The independent compensation consultant participates in Committee meetings throughout the year, reviews Committee materials in advance of each meeting, consults with the Committee Chair, provides to the Committee data on market trends and compensation design, assesses recommendations for base salary, annual incentive targets, and long-term incentive awards for our NEOs, and periodically meets with management. The independent compensation consultant may provide consulting advice to management outside the scope of executive compensation with the approval of the Committee. In 2023, Farient did not provide any consulting advice or services to management. The Committee does not delegate authority to its independent compensation consultant. The independent compensation consultant gathers and analyzes market data at the direction of the Committee, advises the Committee on compensation standards and trends, and assists in the development of policies and programs. The Committee retains sole authority to hire the independent compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate and replace (or supplement) its engagement with an alternative consultant at any time. The Committee considers Farient to be independent from our management pursuant to SEC standards. Please see “Independence of the Executive Compensation Consultant” beginning on page 21. For the assessment of the alignment between performance and compensation, the Committee relies on advice from its independent compensation consultant. The independent compensation consultant evaluates the relationship between performance and compensation and the Committee then considers this relationship in making pay decisions pertaining to the NEOs.

  32. Use of Market Data

    Use of Market Data The Committee engages the independent compensation consultant to undertake an annual review of the compensation peers that are used to provide insight into market competitive pay levels and practices. In partnership with our independent compensation consultant, a robust process has been established to appropriately assess the relevance of different companies in the context of making compensation comparisons. The criteria used to select the peer companies in our Peer Group is summarized in the chart below.

  33. Use of Market Data

    | 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 •EV and Lithium-related •Global Lithium & Battery ETF Companies | | Size | •Revenue within 0.4x - 2.5x of 2023 projected revenue as an indicator of complexity and scope for executive roles | | Business Model (Quantitative) | •High-Growth trajectory (Revenue growth 3 year CAGR) •Strong operating margins (EBITDA margin) •Market premium to capital •Significant investment mode (Capex / Depreciation) | | 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) |

  34. Use of Market Data

    In setting 2023 base salaries, annual cash incentive compensation, and target long-term equity incentive compensation, the Committee generally considered data from our 2023 Peer Group (as set forth below). The Committee also referred to survey information from nationally recognized compensation surveys. The variation of actual pay relative to the market median is dependent on the executive officer's performance, experience, knowledge, skills, level of responsibility, potential to impact our performance and future success, the need to retain and motivate strategic talent, and internal equity considerations. For 2023, we made a significant change in our peer group compared to previous years. This was driven by the application of the above criteria, including a change in Company revenue expectations. The 2023 peer group is comprised of the companies listed in the following table.

  35. Use of Market Data

    | 2023 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) |

  36. Use of Market Data

    For 2023, the following companies are no longer included in our compensation peer group: Ashland Global Holdings Inc., Avient Corporation (f/k/a PolyOne Corporation), Axalta Coating Systems Ltd., Cabot Corporation, CF Industries Holdings, Inc., H.B. Fuller Company, International Flavors & Fragrances Inc., Minerals Technologies Inc., Newmarket Corporation, RPM International Inc., The Scotts Miracle-Gro Company, and Trinseo Plc.

  37. Metric Selection and Goal Setting

    | | Annual Incentive Program | Weight | Aligns with | | | | | Metrics | | Growth | Efficiency | Stewardship | | Financial Performance | Adjusted EBITDA | 50% | x | x | | | | Adjusted Cash Flow from Operations | 25% | | x | | | Stewardship | Occupational Safety | 4% | | | x | | | Process Safety | 3% | | | x | | | Environmental Safety | 3% | | | x | | | Individual Performance | 15% | x | x | x | | | Long-Term Incentive Program | Weight | Aligns with | | Vesting | | Vehicle | Metrics | | Growth | Efficiency | | | Performance Stock Units | TSR relative to 2023 Peer Group | 25% | x | x | Cliff vest after 3 years (10-year expiration term for options) | | | Adjusted ROIC | 25% | | x | | | Restricted Stock Units | | 25% | x | x | | | Stock Options | | 25% | x | | |

  38. Compensation Risk Assessment

    | Performance Measures and Period | The performance goals set forth in our annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the Committee. We believe these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate our Code of Conduct, or make material changes to our long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of long-term results. Our long-term incentive plan awards are based on a three-year performance period, which encourages our executives to focus on the sustained growth of our company rather than seeking potentially unsustainable short-term gains. | | Goal Setting and Leverage | All business goals are quantitative in nature and have predefined threshold, target, and superior performance and payout levels. Performance and payout ranges are aligned with the market. | | Pay Mix | The three primary elements of our executive compensation program are base salary, annual bonus, and long-term incentive compensation. We use the median of the market as our reference point for managing total compensation. To ensure our NEOs focus on the long term, their total compensation is heavily weighted towards their long-term incentives. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of our executives are closely aligned with those of our shareholders. | | Funding | Funding for the plans is included in our annual operating plan and adjusted throughout the year based on actual and projected performance. | | Controls and Processes | Performance and payout targets are set by the Committee. The Committee determines, at the end of the performance period, payout under the plans based on their assessment of company performance relative to the goals. Amounts paid to any officer under our annual bonus or long-term incentive compensation plans are subject to recovery in accordance with our clawback policy. | | Other Risk Mitigating Factors | We have stock ownership requirements for all officers that ensure the interests of our leaders and shareholders are aligned. We also prohibit officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in our securities and from entering into any arrangement that, directly or indirectly, involves the use of our securities as collateral for a loan. | | Exclusion of Unusual Items | The Committee has discretion to adjust performance results that reflect significant transactions or other unusual items, if such events were not anticipated at the time the goals were initially established. We believe allowing these exclusions ensures our executives will focus on the merits of proposed transactions for Albemarle, rather than the effect a proposed action may have on incentive compensation. |

  39. 2023 Annual Incentive Program (AIP)

    2023 Annual Incentive Program (AIP) The Committee established the 2023 AIP metrics, including the weighting of each metric and payout opportunities at threshold, target and superior performance levels, as shown in the tables below. Threshold performance pays out at 50% of target level for all metrics, with the exception of Stewardship. Stewardship performance below target does not result in any payout. For performance at the superior level, payout doubles, compared to payout at target. Linear interpolation is used to determine awards for performance between the identified points.

  40. Specialties Plan

    * Additional individual performance opportunity of between 0-30%. Total aggregate Company payout is not to exceed the calculated Company performance plus an average of 15% for individual performance. AIP Payout History The following graph illustrates the 2023 AIP payout for the Enterprise Plan against payout levels over the previous years, with the payout representing a combination of Company and individual performance before reflecting Committee discretion. We believe the fluctuations in payout demonstrate the correlation of pay-for-performance at Albemarle. For this period, our financial performance was on average well above target, with Adjusted EBITDA on average 134% compared to target and Adjusted Cash Flow from Operations on average 144% compared to target. *For NEOs the max payout for 2023 was set at 100%, by applying a negative discretion of 13.8%. AIP earning opportunity for our NEOs Under the AIP, each of our current NEOs can earn a bonus targeted at a certain percentage of their base salary. For 2023, our NEOs’ target bonus percentages were 150% (Mr. Masters) and 80% (Messrs. Sheorey, Johnson, Norris, Tozier and Ms. Coleman) for achieving target performance levels for Company and individual performance combined. With the exception of Mr. Masters, the Committee concluded that the bonus target levels were reasonable and appropriate after considering a competitive analysis of market data of our compensation peer group provided by Farient, the recommendations of our CEO, other than with respect to his own target levels, and other factors described in this proxy statement. For Mr. Masters, the Committee increased the bonus target level for the CEO from 135% to 150% to reflect his increased responsibilities and performance and to align with market-competitive levels. Actual earnings for our NEOs under the 2023 AIP Upon the conclusion of the annual audit of the Company's 2023 financial results, the Committee reviewed the Company’s 2023 performance and determined that the awards for the NEOs were funded consistent with each plan's metrics set during the first quarter of 2023. After this determination was made, Mr. Masters engaged the Committee in a further discussion of the Company’s performance and of each NEO’s individual performance compared to their objectives. In light of the accomplishments by each NEO that were cited by Mr. Masters to the Committee, it was recommended by Mr. Masters and approved by the Committee that the individual performance-related payout for each NEO be set as follows: Mr. Sheorey 17.5%, Mr. Johnson 15.0%, Mr. Norris 15.0%, and Mr. Tozier 10.0%, and Ms. Coleman 17.5%. In the case of Mr. Masters, in early 2024 the Board assessed his performance against his 2023 goals, which included: Accelerated Growth, Leading Steward of the Planet, Partner of Choice for our Customers, Deliver Excellence through Disciplined Approach, Develop Talent and Culture to Grow, Working with the Board. The Committee determined that an individual performance payout of 15% was appropriate given performance against these measures. In light of the Company's overall performance for 2023, the Committee decided to apply negative discretion of 13.8% to the actual bonus payouts for those NEOs participating in the Enterprise plan and the Energy Storage plan. This percentage was selected to ensure payouts did not exceed 100% of target for any NEO, while continuing to differentiate payouts based on individual performance. When applied to and combined with the Company score, this yielded actual bonus payouts for each NEO shown in the table below.

  41. Specialties Plan

    | 2023 AIP Payouts | | | | | | | | | | | | | Name | Eligible EarningsX | Target Bonus % | = | Target Bonus AmountX | Payout Based on (Company Performance + Individual Performance - Negative Discretion) | | | | | = | Actual Bonus Amount | | J. Kent Masters, Jr. | $1,342,947x | 147% | = | $1,971,195x | 96.3% | + | 15.0% | - | 13.8% | = | $1,921,915 | | Neal R. Sheorey | $92,054x | 80% | = | $73,644x | 96.3% | + | 17.5% | - | 13.8% | = | $73,644 | | Kristin M. Coleman | $653,000x | 80% | = | $522,400x | 96.3% | + | 17.5% | - | 13.8% | = | $522,400 | | Netha N. Johnson, Jr. | $624,331x | 80% | = | $499,465x | 43.6% | + | 15.0% | - | —% | = | $292,898 | | Eric W. Norris | $633,081x | 80% | = | $506,465x | 94.4% | + | 15.0% | - | 13.8% | = | $484,376 | | Scott A. Tozier | $685,672x | 80% | = | $548,538x | 96.3% | + | 10.0% | - | 13.8% | = | $507,397 |

  42. Long Term Incentives

    Long Term Incentives PSU results for the 2021-2023 performance period 2021-2023 Relative Total Shareholder Return Awards. For the 2021 PSU grants, 50% of the performance was based on the achievement of TSR performance relative to our 2021 Peer Group over a three-year performance period. The original 2021 Peer Group included 16 companies. One company (W.R. Grace) was acquired during the period and was therefore not included in the rTSR calculation. Our rTSR for the period placed us at the 20th percentile relative to our 2021 Peer Group. The following table illustrates threshold, target, and superior performance levels and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and superior performance, are interpolated. The table also includes the relative performance result and the percentage of grants earned as determined by the Committee in the first quarter of 2024.

  43. Long Term Incentives

    | | 2021 rTSR PSU Grant Metrics | | | | | | Threshold | Target | Superior | Actual Result | | Percentile performance relative to the 2021 Peer Group | 30th | 50th | 75th | 20th | | % of Grants Earned | 30% | 100% | 200% | 0% |

  44. Long Term Incentives

    Given that actual rTSR results over the performance period fell below the threshold performance level, no PSUs were earned and no shares were paid out to the NEOs under these awards. 2021-2023 Adjusted Return on Invested Capital Awards. For the 2021 PSU grants, the remaining 50% of the performance was based on the achievement of Adjusted ROIC relative to the target set at the beginning of the three-year performance period. Adjusted ROIC is defined as: (EBT (Earnings Before Taxes)+ Depreciation/Amortization - CAPEX Maintenance) / Avg. Gross Investment (Gross PP&E + Working Capital (WC) – Major Construction in Progress (CIP) not generating revenue). The numerator excludes the profit from EBT for projects with less than 6 months of revenue in a year and long-cycle maintenance capital from CAPEX Maintenance. Adjusted ROIC performance was calculated for each calendar year during the three-year performance period and averaged over the three-year performance period. The target level of 11.3% was set in light of the significant investments planned for the period and with the expectation that for some investments the returns would fall outside the performance period. The following table illustrates threshold, target, and superior Adjusted ROIC performance levels and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and superior performance, are interpolated. The table also includes the Adjusted ROIC performance result and the percentage of grants earned as determined by the Committee.

  45. Long Term Incentives

    | | 2021 Adjusted ROIC PSU Grant Metrics | | | | | | Threshold | Target | Superior | Actual Result | | Adjusted ROIC | 9.0% | 11.3% | 12.4% | 24.8% | | % of Grants Earned | 30% | 100% | 200% | 200% |

  46. Long Term Incentives

    The following table shows the Adjusted ROIC PSU grants approved in February 2021 by the Committee for the NEOs and the Adjusted ROIC PSU grant values approved by the Committee in February 2023 after it determined the 2021-2023 performance results.

  47. Long Term Incentives

    | | 2021 Adjusted ROIC PSU Grants | | | | | | Number of Units | Number of Units | Number of Units | 2021 Earned | | | at Threshold | at Target | at Superior | PSUs | | | 30% | 100% | 200% | | | J. Kent Masters, Jr. | 2,625 | 8,748 | 17,496 | 17,496 | | Neal R. Sheorey | — | — | — | — | | Kristin M. Coleman | — | — | — | — | | Netha N. Johnson, Jr. | 525 | 1,750 | 3,500 | 3,500 | | Eric W. Norris | 525 | 1,750 | 3,500 | 3,500 | | Raphael G. Crawford | 525 | 1,750 | 3,500 | See Note | | Sean O'Hollaren | — | — | — | — | | Scott A. Tozier | 525 | 1,750 | 3,500 | 3,500 |

  48. Long Term Incentives

    Note: Messrs. Sheorey and O'Hollaren and Ms. Coleman joined the Company after these grants were made. Pursuant to the terms of the award agreement, Mr. Crawford's received 2,918 of his 2021 PSUs which were prorated at time of separation.

  49. 2023 LTIP Grants

    2023 LTIP Grants In February 2023, the Committee approved a total target grant value for the NEOs under the LTIP. The target values approved for each NEO are set forth below, as well as the percentage apportioned in the form of PSUs, RSUs, and stock options.

  50. 2023 LTIP Grants

    | | 2023 Grants | | | | | | Value Granted | Stock Options | RSUs | PSUs | | J. Kent Masters, Jr. | $10,000,000 | 25% | 25% | 50% | | Neal R. Sheorey | — | —% | —% | —% | | Kristin M. Coleman | $1,100,000 | 25% | 25% | 50% | | Netha N. Johnson, Jr. | $2,000,000 | 25% | 25% | 50% | | Eric W. Norris | $2,000,000 | 25% | 25% | 50% | | Sean O'Hollaren | $1,100,000 | 25% | 25% | 50% | | Scott A. Tozier | $1,800,000 | 25% | 25% | 50% |

  51. 2023 LTIP Grants

    The number of PSUs and RSUs granted were based on the stock closing price at the grant date. The number of stock options was determined using the Black Scholes value of the options. The number of PSUs assume target achievement of each performance metric. Mr. Sheorey did not receive an award under the 2023 LTIP due to the timing of his hiring in the fourth quarter of 2023. However, his offer of employment included the granting of 5,860 RSUs (to offset the loss of equity at his former company). The RSUs vest 100% on the third anniversary of the grant date subject to Mr. Sheorey’s continued employment. In March 2023, the Committee set up two new cash based long-term incentive plans for Ketjen. First, a cash flow plan focused on the generation of cumulative free cash flow by Ketjen for the 2023-2028 period. Second, a transaction plan focused on optimization of the future transaction value in the event of a divestiture of Ketjen. Under the cash flow plan, once cumulative free cash flow is positive, the plan will begin to fund 5.75% of Ketjen's cumulative free cash flow to the cash flow pool for the given year. Under the transaction plan, one million units were created with a $0 value. At the time of a future divestiture of Ketjen, for each $100,000,000 sales price above threshold (book value on December 31, 2022: $1,001,000,000), the units increase in value by $2.00. If a transaction occurs above target ($1,801,000,000), each $100,000,000 above target increases the units value by $5.00. If no divestiture occurs by the end of 2029, the units value are determined based on the valuation of Ketjen using 6x Adjusted EBITDA. Net investment cash flows provided into Ketjen will adjust threshold and target. Mr. Crawford did not receive an award under the 2023 LTIP but did participate in both new Ketjen plans. Mr. Crawford was awarded 18% of the cash flow plan pool and 343,750 units in the transaction plan. Mr. Crawford is eligible to receive a prorated portion of each in the future if performance conditions are met. PSU Grants The performance-based PSU grants are based 50% on the Company's TSR relative to our 2023 Peer Group as measured over a three-year period and 50% based on the Company's Adjusted ROIC performance (as calculated for each calendar year during the three-year performance period and averaged over such period) compared to an Adjusted ROIC performance target set by the Committee in the first quarter of 2023. rTSR PSU Grants The following table presents the number of units granted for performance at threshold, target, and superior levels for the 2023 rTSR PSU grants to our NEOs.

  52. 2023 LTIP Grants

    | | 2023 rTSR PSU Grants | | | | | Number of Units at Threshold | Number of Units at Target | Number of Units at Superior | | J. Kent Masters, Jr. | 3,006 | 10,020 | 20,040 | | Neal R. Sheorey | — | — | — | | Kristin M. Coleman | 331 | 1,103 | 2,206 | | Netha N. Johnson, Jr. | 601 | 2,004 | 4,008 | | Eric W. Norris | 601 | 2,004 | 4,008 | | Sean O'Hollaren | 331 | 1,103 | 2,206 | | Scott A. Tozier | 541 | 1,804 | 3,608 |

  53. 2023 LTIP Grants

    The following table presents threshold, target, and superior relative performance levels for the rTSR PSUs and the performance of the target grant earned for each performance level. Results between threshold and target, and target and superior performance will be interpolated. Payout will be capped at 100% if absolute TSR is negative.

  54. 2023 LTIP Grants

    | | 2023 rTSR PSU Grants | | | | | Threshold | Target | Superior | | Percentile performance relative to the 2023 Peer Group | 30th | 50th | 75th | | % of Grants Earned | 30% | 100% | 200% |

  55. 2023 LTIP Grants

    Adjusted ROIC PSU Grants The following table illustrates the number of units granted for performance at threshold, target, and superior levels for the Adjusted ROIC PSU grants.

  56. 2023 LTIP Grants

    | | 2023 Adjusted ROIC PSU Grants | | | | | Number of Units at Threshold | Number of Units at Target | Number of Units at Superior | | J. Kent Masters, Jr. | 3,006 | 10,020 | 20,040 | | Neal R. Sheorey | — | — | — | | Kristin M. Coleman | 331 | 1,103 | 2,206 | | Netha N. Johnson, Jr. | 601 | 2,004 | 4,008 | | Eric W. Norris | 601 | 2,004 | 4,008 | | Sean O'Hollaren | 331 | 1,103 | 2,206 | | Scott A. Tozier | 541 | 1,804 | 3,608 |

  57. 2023 LTIP Grants

    The 2023 Adjusted ROIC PSU grant is measured against Adjusted ROIC performance levels set by the Committee. Adjusted ROIC is calculated for each calendar year during the three-year performance period and averaged over such period, and is determined using the following formula:

  58. 2023 LTIP Grants

    | 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. | | |

  59. 2023 LTIP Grants

    The following table illustrates the percentage of the target Adjusted ROIC grant earned for each performance level. Results between threshold and target, and target and superior performance will be interpolated.

  60. 2023 LTIP Grants

    | | 2023 Adjusted ROIC PSU Grants | | | | | Threshold | Target | Superior | | % of Grants Earned | 30% | 100% | 200% |

  61. 2023 LTIP Grants

    Performance and payout opportunities reflect the dual character of both rTSR and Adjusted ROIC PSU grants: •The grants are performance-based to ensure payout opportunities are aligned with shareholder interests. •The grants are also competitive in nature and as such reflect performance and payout opportunities aligned with our compensation peer group and the broader market in which we compete for talent. All shares earned will vest in the first quarter of 2026 once the Committee certifies the actual performance for both rTSR and Adjusted ROIC. For Mr. Masters, if he remains employed through the earlier of December 31, 2025 and the date the Company appoints a successor Chief Executive Officer, his PSUs will remain outstanding and vest in full at the end of the performance period based on actual level of performance. RSU Grants In February 2023, the Committee approved grants of RSU awards to our NEOs, as follows.

  62. 2023 LTIP Grants

    | | 2023 RSU Grants | | J. Kent Masters, Jr. | 10,020 | | Neal R. Sheorey | — | | Kristin M. Coleman | 1,103 | | Netha N. Johnson, Jr. | 2,004 | | Eric W. Norris | 2,004 | | Sean O'Hollaren | 1,103 | | Scott A. Tozier | 1,804 |

  63. 2023 LTIP Grants

    All RSUs will vest on the third anniversary of the grant date in 2026 subject to each individual's continued employment. For Mr. Masters, the RSUs will vest and become non-forfeitable on the earlier of December 31, 2025 or the date the Company appoints a successor Chief Executive Officer. Stock Option Grants In February 2023, the Committee approved grants of stock options to our NEOs, as follows:

  64. 2023 LTIP Grants

    | | 2023 Stock Option Grants | | J. Kent Masters, Jr. | 25,340 | | Neal R. Sheorey | — | | Kristin M. Coleman | 2,788 | | Netha N. Johnson, Jr. | 5,068 | | Eric W. Norris | 5,068 | | Sean O'Hollaren | 2,788 | | Scott A. Tozier | 4,562 |

  65. 2023 LTIP Grants

    The stock options vest and become exercisable on the third anniversary of the grant date in 2026, and expire ten years from the date of the grant. For Mr. Masters, the stock options will become non-forfeitable on the earlier of December 31, 2025 or the date the Company appoints a successor Chief Executive Officer, but will not be exercisable until the third anniversary of the grant date.

  66. Post-Termination Payments

    Post-Termination Payments To enable us to offer competitive total compensation packages to our executive officers, as well as to promote the ongoing retention of these individuals when considering potential change in control transactions that may create uncertainty as to their future employment with us, we offer certain post-employment payments and benefits to our executive officers, including our NEOs. The Company has entered into Change in Control Agreements with each of our NEOs, providing for severance payments upon termination with respect to a change in control of the Company. None of the Change in Control Agreements include an excise tax gross-up. The Committee periodically reviews our post-employment compensation arrangements taking into consideration best practices, and believes that these arrangements are generally consistent with arrangements currently being offered by our Peer Group. The Committee has determined that both the terms and payout levels are appropriate to accomplish our stated objectives. The Committee also considered the non-competition agreement that we would receive from the NEO in exchange for any post-employment termination benefits. Based on these considerations, the Committee believes that such arrangements are appropriate and reasonable. For additional information with respect to change in control arrangements, please see “Potential Payments upon Termination” beginning on page 73.

  67. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that they might owe because of the application of Sections 280G, 4999, or 409A of the Internal Revenue Code. Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Internal Revenue Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that they receive “deferred compensation” that does not meet certain requirements of Section 409A of the Internal Revenue Code.

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents information for the fiscal years ended December 31, 2023, 2022, and 2021 relating to total compensation of our NEOs.

  69. SUMMARY COMPENSATION TABLE

    | Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4)(5) | Option Awards ($)(4)(6) | Non-Equity Incentive Plan Compensation ($)(7) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(8) | Total ($) | | J. Kent Masters, Jr. | 2023 | $1,334,038 | $— | $8,232,532 | $2,500,044 | $1,921,915 | $— | $483,585 | $14,472,114 | | Chairman and Chief Executive Officer | 2022 | $1,139,346 | $— | $5,044,043 | $1,625,022 | $2,929,916 | $— | $379,829 | $11,118,156 | | | 2021 | $1,071,923 | $— | $4,177,432 | $1,375,013 | $2,181,372 | $— | $235,013 | $9,040,753 | | Neal R. Sheorey | 2023 | $23,077 | $300,000 | $673,959 | $— | $73,644 | $— | $18,937 | $1,089,617 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Kristin M. Coleman | 2023 | $653,000 | $— | $906,236 | $275,064 | $522,400 | $— | $193,368 | $2,550,068 | | Executive Vice President, General Counsel and Corporate Secretary | 2022 | $37,673 | $427,625 | $2,458,484 | $— | $88,875 | $— | $5,159 | $3,017,816 | | Netha N. Johnson, Jr. | 2023 | $622,420 | $— | $1,646,506 | $500,009 | $292,898 | $— | $171,936 | $3,233,769 | | President, Specialties | 2022 | $576,095 | $— | $1,048,012 | $337,554 | $808,365 | $— | $124,458 | $2,894,484 | | | 2021 | $551,652 | $150,000 | $835,678 | $275,022 | $470,645 | $— | $106,677 | $2,389,674 | | Eric W. Norris | 2023 | $631,973 | $— | $1,646,506 | $500,009 | $484,376 | $— | $183,781 | $3,465,340 | | President, Energy Storage | 2022 | $601,432 | $— | $1,048,012 | $337,554 | $879,222 | $— | $169,947 | $3,036,167 | | | 2021 | $575,914 | $— | $835,678 | $275,022 | $755,588 | $— | $140,828 | $2,583,030 | | Raphael G. Crawford | 2023 | $308,170 | $— | $— | $— | $— | $— | $4,871,591 | $5,179,761 | | Former President, Ketjen | | | | | | | | | | | Sean O'Hollaren | 2023 | $416,154 | $— | $906,236 | $275,064 | $— | $— | $1,606,127 | $3,203,581 | | Former Chief External Affairs Officer | | | | | | | | | | | Scott A. Tozier | 2023 | $684,472 | $— | $1,482,184 | $450,087 | $507,397 | $— | $194,727 | $3,360,008 | | Former Executive Vice President and Chief Financial Officer | 2022 | $651,394 | $— | $853,781 | $275,058 | $953,502 | $— | $175,024 | $2,908,759 | | | 2021 | $624,997 | $— | $835,678 | $275,022 | $787,008 | $— | $139,617 | $2,662,322 |

  70. SUMMARY COMPENSATION TABLE

    ___________________________________________________ (1)Mr. Sheorey joined the company in 2023. Ms. Coleman joined the Company in 2022. Messrs Crawford and O'Hollaren were not NEOs in 2022 and 2021. (2)Salary amounts include cash compensation earned by each NEO officer during the applicable fiscal year, as well as any amounts earned in the applicable fiscal year but contributed into the Savings Plan and/or deferred at the election of the NEO into the EDCP. For a discussion of the EDCP and amounts deferred by the NEOs in 2023, including earnings on amounts deferred, please see “Nonqualified Deferred Compensation” on page 72. Mr. Sheorey joined the Company in 2023 and his salary is prorated. (3)Bonus amount for Mr. Sheorey represents a new-hire bonus of $300,000 for when he joined the Company in 2023. (4)The amounts represent the aggregate grant date fair value of stock or option awards granted in the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. This amount does not reflect our accounting expense for these award(s) during the year and may be different than the actual value that will be recognized by the NEO when received. For more information on the assumptions for these awards, see Note 19, Stock-based Compensation Expense, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Information on individual equity awards granted to each of the NEOs in 2023 is set forth in the section entitled “Grants of Plan-Based Awards” beginning on page 66. (5)The amounts reported in this column reflect the aggregate grant date fair value of the awards granted to our NEOs in 2023 as computed in accordance with FASB ASC Topic 718 and include (i) the 2023 rTSR PSU awards (calculated based on a fair value per share of $331.51 determined using the Monte Carlo valuation method), (ii) the 2023 Adjusted ROIC PSU awards (based on a fair value price per share of $245.05 based on the probable outcome of the performance goals), and (iii) the 2023 RSUs (calculated based on a grant date fair value price per share of $245.05). The maximum payable for superior level performance on our 2023 PSU awards is 200% of Target level. The aggregate grant date fair value of the 2023 rTSR PSU awards at the superior level of 200% for each of the NEOs is: Mr. Masters $6,643,460; Ms. Coleman and Mr. O'Hollaren $731,311 each; Messrs. Johnson and Norris $1,328,692 each; Mr. Tozier $1,196,088. The aggregate grant date fair value of the 2023 Adjusted ROIC PSU awards at the superior level of 200% of target for each of the NEOs is: Mr. Masters $4,910,802; Ms. Coleman and Mr. O'Hollaren $540,580 each; Messrs. Johnson and Norris $982,160 each; Mr. Tozier $884,140. Amounts also include 2023 RSUs with an aggregate grant date fair value for Mr. Masters of $2,455,401; Ms. Coleman and Mr. O'Hollaren $270,290 each; Messrs. Johnson and Norris $491,080 each. The 2023 RSU awarded to Mr. Sheorey is based on a grant date fair value price per share of $115.01 with an aggregate grant date fair value of $673,959. Mr. Sheorey joined the Company in 2023 and did not receive any PSUs in 2023. Mr. Crawford did not participate in the 2023 LTIP in light of his impending departure from the Company. (6)The amount reported for 2023 stock options awards is calculated based on a fair value per share of $98.66 using the Black-Scholes valuation method. (7)The amounts reported reflect the annual incentive payout earned under 2023 AIP that were paid in March 2024. 2023 AIP payouts were settled 50% in cash and 50% in immediately vested shares of common stock. The number of shares issued to each NEO are as follows: Mr. Masters received 7,908 shares; Mr. Sheorey received 304 shares; Ms. Coleman received 1,763 shares; Mr. Johnson received 1,206 shares; Mr. Norris received 1,993 shares; and Mr. Tozier received 2,088 shares. For further information on AIP, please see “2023 Annual Incentive Program (AIP)” beginning on page 49. (8)All other compensation amounts reported for 2023 include:

  71. SUMMARY COMPENSATION TABLE

    | All Other Compensation | | | | | | | Name | Company Contributions to Savings Plan | Company Contributions to DCPB | Company Contributions to EDCP | Perquisites(a) | Total | | J. Kent Masters, Jr. | $16,200 | $16,500 | $436,335 | $14,550 | $483,585 | | Neal R. Sheorey | $1,154 | $3,462 | $— | $14,321 | $18,937 | | Kristin M. Coleman | $16,200 | $16,500 | $48,906 | $111,762 | $193,368 | | Netha N. Johnson, Jr. | $16,200 | $16,500 | $124,686 | $14,550 | $171,936 | | Eric W. Norris | $16,200 | $16,500 | $133,531 | $17,550 | $183,781 | | Raphael G. Crawford | $16,200 | $16,500 | $38,331 | $4,800,560 | $4,871,591 | | Sean O'Hollaren | $13,200 | $16,500 | $15,032 | $1,561,395 | $1,606,127 | | Scott A. Tozier | $16,200 | $16,500 | $147,477 | $14,550 | $194,727 |

  72. SUMMARY COMPENSATION TABLE

    (a) Includes the following: personal financial consulting expenses in the amount of $14,000 paid by the Company on behalf of Messrs. Masters, Sheorey, Johnson, Norris, Tozier and Ms. Coleman, and $22,410 for Mr. Crawford; annual credit card fees of $550 paid by the Company on behalf of Messrs Masters, Johnson, Norris, O'Hollaren, Tozier and Ms. Coleman and $321 on behalf of Mr. Sheorey; matching donations for qualified charitable contributions in the amount of $3,000 for Messrs. Norris and Crawford; relocation expenses in the amount of $75,223 for Ms. Coleman and $28,970 for Mr. O'Hollaren; relocation tax gross ups in the amount of $21,990 for Ms. Coleman and $9,927 for Mr. O'Hollaren. Messrs Crawford and O'Hollaren received the following payments as a result of their termination: severance of $2,391,075 for Mr. Crawford and $1,485,000 for Mr. O'Hollaren; accelerated equity $2,384,075 for Mr. Crawford and $36,947 for Mr. O'Hollaren.

  73. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The Company utilizes the Albemarle Corporation 2017 Incentive Plan (the “2017 Incentive Plan”) as the primary vehicle for the performance-based compensation components of our NEOs’ total compensation. The 2017 Incentive Plan: •Defines the incentive arrangements for eligible participants; •Authorizes the granting of annual and long-term cash incentive awards, stock options, stock appreciation rights, performance shares (“PSUs”), restricted stock units (“RSUs”), and other incentive awards, all of which may be made subject to the attainment of performance goals recommended by management and approved by the Committee; •Provides for the enumeration of the business criteria on which performance goals are to be based; and •Establishes the maximum share grants or awards that can be paid to a participant under the 2017 Incentive Plan. With the exception of significant promotions and new executive hires, annual equity grants are determined at the first scheduled meeting of the Committee each year following the availability of the financial results for the prior year. The 2023 LTIP Awards were made to our NEOs on February 24, 2023 under the 2017 Incentive Plan. These awards consisted of PSUs, RSUs, and stock options. Subject to certain acceleration provisions described above: •PSUs vest in full at the time the Committee determines the performance relative to the goals after the end of the three-year performance period. •RSUs vest in full on the third anniversary of the grant date. •Stock options vest in full on the third anniversary of the grant date and expire on the tenth anniversary of the grant date. For additional information with respect to these awards, please see “Compensation Discussion and Analysis” beginning on page 31. The following table provides information regarding equity and non-equity awards granted to our NEOs during the fiscal year ended December 31, 2023.

  74. GRANTS OF PLAN-BASED AWARDS

    | 2023 Grants of Plan-Based Awards(1) | | | | | | | | | | | | | | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options(5) (#) | Base Price per Option Award ($/Sh) | Grant Date Aggregate Fair Value of Stock and Option Awards($)(6) | | | | | Threshold | Target | Maximum | Threshold # of Shares | Target # of Shares | Maximum # of Shares | | | | | | J. Kent Masters, Jr. | AIP | | $739,198 | $1,971,195 | $3,942,390 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 25,340 | $249.52 | $2,500,044 | | | RSUs | 2/24/2023 | | | | | | | 10,020 | | | $2,455,401 | | | PSUs rTSR | 2/24/2023 | | | | 3,006 | 10,020 | 20,040 | | | | $3,321,730 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 3,006 | 10,020 | 20,040 | | | | $2,455,401 | | Neal R. Sheorey | AIP | | $27,617 | $73,644 | $147,288 | | | | | | | | | | Options | | | | | | | | | | | | | | RSUs | 11/6/2023 | | | | | | | 5,860 | | | $673,959 | | | PSUs rTSR | | | | | — | | — | | | | | | | PSUs Adj. ROIC | | | | | — | | — | | | | |

  75. GRANTS OF PLAN-BASED AWARDS

    | 2023 Grants of Plan-Based Awards(1) | | | | | | | | | | | | | | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | All Other Option Awards: Number of Securities Underlying Options(5) (#) | Base Price per Option Award ($/Sh) | Grant Date Aggregate Fair Value of Stock and Option Awards($)(6) | | | | | Threshold | Target | Maximum | Threshold # of Shares | Target # of Shares | Maximum # of Shares | | | | | | Kristin M. Coleman | AIP | | $195,900 | $522,400 | $1,044,800 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 2,788 | $249.52 | $275,064 | | | RSUs | 2/24/2023 | | | | | | | 1,103 | | | $270,290 | | | PSUs rTSR | 2/24/2023 | | | | 331 | 1,103 | 2,206 | | | | $365,656 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 331 | 1,103 | 2,206 | | | | $270,290 | | Netha N. Johnson, Jr. | AIP | | $187,299 | $499,465 | $998,930 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 5,068 | $249.52 | $500,009 | | | RSUs | 2/24/2023 | | | | | | | 2,004 | | | $491,080 | | | PSUs rTSR | 2/24/2023 | | | | 601 | 2,004 | 4,008 | | | | $664,346 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 601 | 2,004 | 4,008 | | | | $491,080 | | Eric W. Norris | AIP | | $189,924 | $506,465 | $1,012,930 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 5,068 | $249.52 | $500,009 | | | RSUs | 2/24/2023 | | | | | | | 2,004 | | | $491,080 | | | PSUs rTSR | 2/24/2023 | | | | 601 | 2,004 | 4,008 | | | | $664,346 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 601 | 2,004 | 4,008 | | | | $491,080 | | Raphael G. Crawford | AIP | | $168,683 | $449,820 | $899,640 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | | | | | | RSUs | 2/24/2023 | | | | | | | | | | | | | PSUs rTSR | 2/24/2023 | | | | | | | | | | | | | PSUs Adj. ROIC | 2/24/2023 | | | | | | | | | | | | Sean O'Hollaren | AIP | | $165,000 | $440,000 | $880,000 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 2,788 | $249.52 | $275,064 | | | RSUs | 2/24/2023 | | | | | | | 1,103 | | | $270,290 | | | PSUs rTSR | 2/24/2023 | | | | 331 | 1,103 | 2,206 | | | | $365,656 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 331 | 1,103 | 2,206 | | | | $270,290 | | Scott A. Tozier | AIP | | $205,702 | $548,538 | $1,097,076 | | | | | | | | | | Options | 2/24/2023 | | | | | | | | 4,562 | $249.52 | $450,087 | | | RSUs | 2/24/2023 | | | | | | | 1,804 | | | $442,070 | | | PSUs rTSR | 2/24/2023 | | | | 541 | 1,804 | 3,608 | | | | $598,044 | | | PSUs Adj. ROIC | 2/24/2023 | | | | 541 | 1,804 | 3,608 | | | | $442,070 |

  76. GRANTS OF PLAN-BASED AWARDS

    ______________________________________________ (1)Awards generally are granted on the next business day following the approval of the awards by the Committee. For additional information with respect to the plan-based awards described in this table, including metrics and vesting schedule, please see “Compensation Discussion and Analysis” and the table below titled “Outstanding Equity Awards at Fiscal Year-End”. All equity and cash awards were granted under the 2017 Incentive Plan. (2)The amounts reported in these columns represent potential amounts under the 2023 AIP. Mr. Sheorey's amount is prorated based on his November 2023 hire date. Actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above. (3)Our PSUs have a three-year performance period with payouts determined at the end of the performance period based on our rTSR and Adjusted ROIC performance relative to pre-established targets as discussed in greater detail on page 54. (4)Awards in this column vest in full on the third anniversary of the grant date, subject to continued employment. (5)Awards in this column have a 10-year term and vest in full on the third anniversary of the grant date. (6)The amounts reported in this column represent the aggregate grant date fair value of the awards granted to our NEOs in 2023 as computed in accordance with FASB ASC Topic 718, excluding estimated forfeitures. Assumptions utilized in the calculation of these amounts are set forth in Note 19 - Stock-based Compensation Expense to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table presents information concerning the number and value of unexercised options, non-vested stock (including RSUs and PSUs), and incentive plan awards for the NEOs outstanding as of the end of the fiscal year ended December 31, 2023.

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date of Awards | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#)(2) | Market Value Of Shares Or Units Of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number Of Unearned Shares, Units, Or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)(8) | | J. Kent Masters, Jr. | 2/24/2023 | | 25,340 | $249.52 | 2/24/2033 | 10,020 | $1,447,690 | 10,020(6) | $1,447,690 | | | 2/24/2023 | | | | | | | 10,020(7) | $1,447,690 | | | 2/25/2022 | | 25,794 | $191.95 | 2/25/2032 | 434 | $62,704 | 8,466(6) | $1,223,168 | | | 2/25/2022 | | | | | | | 8,466(7) | $1,223,168 | | | 2/26/2021 | | 27,823 | $157.21 | 2/25/2031 | | | 8,748(6) | $1,263,911 | | | 2/26/2021 | | | | | | | 17,496(7) | $2,527,822 | | Neal R. Sheorey | 11/6/2023 | | | | | 5,860(3) | $846,653 | | | | Kristin M. Coleman | 2/24/2023 | | 2,788 | $249.52 | 2/24/2033 | 1,103 | $159,361 | 1,103(6) | $159,361 | | | 2/24/2023 | | | | | | | 1,103(7) | $159,361 | | | 11/28/2022 | | | | | 9,395(3) | $1,357,390 | | | | Netha N. Johnson, Jr. | 2/24/2023 | | 5,068 | $249.52 | 2/24/2033 | 2,004 | $289,538 | 2,004(6) | $289,538 | | | 2/24/2023 | | | | | | | 2,004(7) | $289,538 | | | 2/25/2022 | | 5,358 | $191.95 | 2/25/2032 | 1,759 | $254,140 | 1,759(6) | $254,140 | | | 2/25/2022 | | | | | | | 1,759(7) | $254,140 | | | 2/26/2021 | | 5,565 | $157.21 | 2/25/2031 | 1,750 | $252,840 | 1,750(6) | $252,840 | | | 2/26/2021 | | | | | | | 3,500(7) | $505,680 | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | 8,400 | $1,213,632 | | $— | | | 2/26/2019 | 7,218 | | $91.00 | 2/25/2029 | | | | | | Eric W. Norris | 2/24/2023 | | 5,068 | $249.52 | 2/24/2033 | 2,004 | $289,538 | 2,004(6) | $289,538 | | | 2/24/2023 | | | | | | | 2,004(7) | $289,538 | | | 2/25/2022 | | 5,358 | $191.95 | 2/25/2032 | 1,759 | $254,140 | 1,759(6) | $254,140 | | | 2/25/2022 | | | | | | | 1,759(7) | $254,140 | | | 2/26/2021 | | 5,565 | $157.21 | 2/25/2031 | 1,750 | $252,840 | 1,750(6) | $252,840 | | | 2/26/2021 | | | | | | | 3,500(7) | $505,680 | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | 8,400 | $1,213,632 | | $— | | | 2/26/2019 | 7,669 | | $91.00 | 2/25/2029 | | | | | | Raphael G. Crawford | 2/25/2022 | | 1,941 | $191.95 | 2/25/2032 | | | 717(6) | $103,592 | | | 2/25/2022 | | | | | | | 717(7) | $103,592 | | | 2/26/2021 | | 4,329 | $157.21 | 2/25/2031 | | | 1,459(6) | $210,796 | | | 2/26/2021 | | | | | | | 2,918(7) | $421,593 | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | | | | | | Sean O'Hollaren | 2/24/2023 | | 465 | $249.52 | 2/24/2033 | | | 246(6) | $35,542 | | | 2/24/2023 | | | | | | | 246(7) | $35,542 | | Scott A. Tozier | 2/24/2023 | | 4,562 | $249.52 | 2/24/2033 | 1,804 | $260,642 | 1,804(6) | $260,642 | | | 2/24/2023 | | | | | | | 1,804(7) | $260,642 | | | 2/25/2022 | | 4,366 | $191.95 | 2/25/2032 | 1,433 | $207,040 | 1,433(6) | $207,040 | | | 2/25/2022 | | | | | | | 1,433(7) | $207,040 | | | 2/26/2021 | | 5,565 | $157.21 | 2/25/2031 | 1,750 | $252,840 | 1,750(6) | $252,840 | | | 2/26/2021 | | | | | | | 3,500(7) | $505,680 | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | 8,400 | $1,213,632 | | $— | | | 2/26/2019 | 9,925 | | $91.00 | 2/25/2029 | | | | | | | 2/23/2018 | 7,029 | | 118.75 | 2/22/2028 | | | | | | | 2/24/2017 | 8,935 | | $92.93 | 2/23/2027 | | | | |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Excluding Mr. Masters, the stock options have a 10-year term and cliff vest 100% on the 3rd anniversary of the grant date. Mr. Masters' 2021 stock options vested 100% on December 31, 2023, they become exercisable on the 3rd anniversary date of the grant. Mr. Masters' 2022 stock options vested 95% on December 31, 2023, the remaining 5% will vest on December 31, 2024, and the options become exercisable on the 3rd anniversary date of the grant. Mr. Masters' 2023 stock options vest the earlier of December 31, 2025 or the date a successor CEO is appointed. (2)Subject to footnote (3), below, and excluding Mr. Masters, the RSUs granted in 2020 and 2021 vest 50% on the 3rd anniversary of the grant date and 50% on the 4th anniversary of the grant date. The RSUs granted in 2022 and 2023 cliff vest 100% on the 3rd anniversary of the grant date. Mr. Masters' 2022 RSUs vest 100% on December 31, 2024. Mr. Masters' 2023 RSUs vest the earlier of December 31, 2025 or the date a successor CEO is appointed. (3)On November 6, 2023, Mr. Sheorey was awarded a new hire grant of RSUs that will vest 100% on November 6, 2026. On November 28, 2022, Ms. Coleman was awarded a new hire grant of RSUs that will vest 100% on November 28, 2025. (4)The estimated value is based on the unvested RSUs and PSUs for which performance conditions have been met multiplied by the closing price of the Company's common stock on December 29, 2023, which was $144.48. (5)Excluding Mr. Masters, subject to the performance metrics being met, the PSUs awarded in 2020 and 2021 vest 50% on the 3rd anniversary of the grant date and the remaining 50% on the following January 1st. The PSUs awarded in 2022 and 2023 vest 100% on the 3rd anniversary of the grant date. Subject to the achievement of the performance metrics, Mr. Masters' 2021 PSUs vested 100% on December 31, 2023; Mr. Masters' 2022 PSUs vested 95% on December 31, 2023 and the remaining 5% vest on December 31, 2024; Mr. Masters' 2023 PSUs vest the earlier of December 31, 2025 or the date a successor CEO is appointed. (6)Amounts for the 2023, 2022 and 2021 rTSR PSUs are based upon target. (7)Amounts for the 2023 and 2022 Adjusted ROIC PSUs are based upon target and amounts for the 2021 Adjusted ROIC PSUs are based on maximum. The 2020 Adjusted ROIC PSUs were paid out based upon a 200% performance modifier. (8)The estimated value is based on the unvested PSUs multiplied by the closing price of the Company's common stock on December 29, 2023, which was $144.48.

  80. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table presents information concerning the exercise of stock options and the vesting of stock (including RSUs and PSUs) for the NEOs during the fiscal year ended December 31, 2023.

  81. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | J. Kent Masters, Jr. | — | $— | 71,255 | $13,525,290 | | Netha N. Johnson, Jr. | — | $— | 22,326 | $5,535,282 | | Eric W. Norris | — | $— | 16,516 | $4,048,796 | | Raphael G. Crawford | — | $— | 32,725 | $7,919,356 | | Sean O'Hollaren | — | $— | 184 | $36,947 | | Scott A. Tozier | — | $— | 27,166 | $6,712,712 |

  82. OPTION EXERCISES AND STOCK VESTED

    ___________________________________________________ (1)Value realized upon vesting of RSUs is determined by multiplying the number of units vesting by the closing price of Albemarle common stock on the vest date or, if the NYSE is not open on the vesting date, by the closing price on the last date prior to the vesting date on which the NYSE is open. (2) Value realized upon vesting of the PSUs is determined by multiplying the number shares granted by the performance modifier. The resulting shares acquired at vesting is multiplied by the closing price of Albemarle common stock on the vest date or, if the NYSE is not open on vesting date, by the closing price on the last date prior to the vesting date that the NYSE is open.

  83. RETIREMENT BENEFITS

    | 2023 Nonqualified Deferred Compensation(1) | | | | | | | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | J. Kent Masters, Jr. | $— | $436,335 | $37,202 | $— | $1,052,552 | | Neal R. Sheorey | $— | $— | $— | $— | $— | | Kristin M. Coleman | $42,947 | $48,906 | $7,871 | $— | $99,601 | | Netha N. Johnson, Jr. | $— | $124,686 | $49,966 | $— | $505,991 | | Eric W. Norris | $— | $133,531 | $52,527 | $— | $556,072 | | Raphael G. Crawford | $17,517 | $38,331 | $494,531 | $— | $2,390,502 | | Sean O'Hollaren | $— | $15,032 | $— | $— | $15,032 | | Scott A. Tozier | $— | $147,477 | $80,539 | $— | $1,347,685 |

  84. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION

  85. Payments Upon Termination Outside of a Change in Control

    Payments Upon Termination Outside of a Change in Control Severance Arrangements Our CEO, Mr. Masters, is eligible for severance benefits according to his 2023 Employment Agreement. If Mr. Masters’ employment is terminated without cause or resigns for good reason outside of a change in control period, then he would be entitled to (i) a cash payment equal to two times the sum of his base salary and target AIP opportunity for the year of termination, (ii) a cash payment representing a pro-rata annual bonus under the AIP for the year of termination based on actual performance, (iii) up to $25,000 in financial counseling services, (iv) two years of Company-paid continued coverage under COBRA, and (v) reimbursement of expenses related to his relocation from North Carolina. In the event of a termination due to death or total disability, Mr. Masters would be eligible for benefits under the Company’s benefit and insurance programs then in effect. For more information, see “CEO Employment Agreements” beginning on page 64. While we have not entered into employment agreements with our other NEOs, these executives also are eligible to receive certain payments and benefits in the event of a termination of employment, including following a change in control of the Company, under our severance program and the standard terms of our equity awards. For our NEOs (except our CEO) we provide for severance benefits if we terminate their employment without cause, by reason of (i) elimination of the NEO’s position or (ii) a change to our organizational structure which results in a redesign of work processes and individual responsibilities affecting two (2) or more individuals. These severance benefits consist of (i) a cash payment equal to 1.5 times the sum of (x) of the NEO’s base salary in effect at termination and (y) the NEO’s target AIP opportunity for the year in which termination occurs, and (ii) outplacement assistance benefits for a period of one year, provided by a firm of our choosing. In the event of a termination due to death or disability, our other NEOs would be eligible for benefits under the Company’s benefit and insurance programs then in effect. Our NEOs, including Mr. Masters, are eligible to receive payments as described above only if the termination occurs outside of the two-year period following a “change in control.” If their employment is terminated during the two-year period following a change in control (the “change in control protection period”), they are eligible to receive severance payments only under the terms of their individual Executive CIC Agreements (or 2023 CIC Agreement for Mr. Masters). For more information, see “CEO Change in Control Severance Agreement” and “Other NEO Change in Control Agreements” beginning on page 64. In 2023, Messrs. Crawford and O’Hollaren separated from the Company in involuntary terminations not for cause situations. Consistent with the severance benefits described above, Mr. Crawford received severance payments as valued in the Summary Compensation Table on page 62 that included (i) a cash payment equal to 1.5 times the sum of his base salary and AIP target opportunity for 2023 and (ii) the acceleration of 3,679 time-vesting RSUs, 6,720 PSUs for which performance conditions had been met, the acceleration of 6,270 stock options (which remain exercisable under the original terms of each grant), and the continued vesting of 4,352 PSUs subject to future payout only if the applicable performance conditions are achieved (such equity amounts prorated based on his time of service under each award). Mr. Crawford is also eligible to receive outplacement assistance benefits for a period of one year. Mr. O’Hollaren similarly received severance payments as valued in the Summary Compensation Table on page 62 that included (i) a cash payment equal to 1.5 times the sum of his base salary and AIP target opportunity for 2023 and (ii) the acceleration of 184 time-vesting RSUs, the acceleration of 465 stock options (which remain exercisable under the original terms of each grant), and the continued vesting of 492 PSUs subject to future payout only if the applicable performance conditions are achieved (such equity amounts prorated based on his time of service under each award). Mr. O’Hollaren is also eligible to receive outplacement assistance benefits for a period of one year.

  86. Payments Upon Termination After a Change in Control

    Payments Upon Termination After a Change in Control The Company and each NEO (other than the CEO) have entered into an Executive CIC Agreement. On March 15, 2023, the Company and Mr. Masters entered into the 2023 CIC Agreement. The severance benefits following termination after a change in control (“CIC”) are governed by these agreements. See “Other NEO Change in Control Agreements” and “CEO Change in Control Severance Agreement” beginning on page 64 for a description of the cash and other non-equity related benefits for which NEOs would be eligible upon a CIC. Pursuant to the terms of the agreements above, the following table illustrates the impact of a CIC on outstanding equity awards.

  87. Payments Upon Termination After a Change in Control

    | Situation | RSUs | Options | PSUs | | 1. CIC + termination of employment (without cause or for a good reason for resignation or upon death) | Full and accelerated vesting | Full and accelerated vesting | Prorated and accelerated vesting at higher of actual or target for grants issued prior to 2023. Starting 2023 PSUs vest in full at target. | | 2. CIC + continuation of employment and Albemarle is no longer publicly traded | • Replace with an award with the same value but allows for full and accelerated vesting if not converted to the same value and conditions. • If the executive is terminated without “cause” or terminates for “good reason” within two years of the CIC, accelerated vesting occurs. | | Prorated and accelerated vesting based on higher of actual or target performance upon CIC. | | 3. CIC + continuation of employment and Albemarle continues to be publicly traded | • No change to the existing vesting schedule. • If the executive is terminated without “cause” or terminates for “good reason” within two years of the CIC, accelerated vesting of time-based equity occurs. PSUs will vest prorated based on the higher of actual or target performance, unless termination occurs after the measurement period, in which case full accelerated vesting occurs. | | |

  88. Payments Upon Termination After a Change in Control

    Each severance compensation agreement provides that if the executive’s employment is terminated by reason of death, the executive’s benefits will be determined in accordance with the Company’s benefits and insurance programs then in effect, except that if the death occurs after the execution of a definitive agreement which results in a change in control, then the executive’s beneficiary will be entitled to the benefits under the severance compensation agreement as if the Company issued the executive a notice of termination 30 days after the change in control. If, after a change in control, an executive is terminated for “cause” or voluntarily quits other than for “good reason for resignation” (as such terms are defined in the agreements), the executive is entitled to receive only a lump sum payment equal to their salary and benefits accrued through the termination date. If an executive is unable to perform full-time duties due to a qualifying disability, the executive will continue to receive base salary and all other compensation and benefits provided under the Company benefit and disability plans. If an executive is terminated due to disability, they are entitled to receive the benefits determined in accordance with our retirement and insurance programs and other applicable programs in effect immediately prior to the change in control or the programs in effect at the time they are paid (whichever is greater). Each severance compensation agreement is subject to automatic one-year extensions unless either the executive or the Committee notifies the other of its desire not to extend, except for Mr. Masters' 2023 CIC Agreement, which continues in effect until December 31, 2025. If there is a change in control, the severance compensation agreement will remain in effect until the second anniversary of the change in control. In order to receive the benefits under the severance compensation agreements, each executive who is terminated following a change in control must agree not to compete with the Company from the date of termination of employment with the Company until the second anniversary thereof. In consideration of this agreement not to compete, the executive will receive a non-competition payment equal to the value of the non-compete agreement as determined by an unrelated third-party retained by the Company that is in the business of valuing non-competition payments, with the intent that the non-competition payment should qualify as reasonable compensation for purposes of relevant tax law. Should any federal, state, or local taxing authority challenge the non-competition payment’s treatment as reasonable compensation, the Company shall engage legal and other professionals necessary to defend against any such challenge. For purposes of the severance compensation agreements, “change in control” means the occurrence of any of the following events: •Any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the direct or indirect beneficial owner of 20% or more of the combined voting power of our then-outstanding voting securities (other than as a result of an issuance of securities approved by Continuing Directors (as defined in the 2017 Incentive Plan and applicable change in control agreements) or open-market purchases approved by Continuing Directors at the time of purchase), unless (in the case of beneficial ownership that does not exceed 30% of such voting securities) at least two-thirds of Continuing Directors determine that such event does not constitute a “change in control;” •As a result of a reorganization, merger, share exchange or consolidation (each, a “Business Combination”), a contested election of Directors, or a combination thereof, the Continuing Directors cease to constitute a majority of our or any successor’s board of directors within two years of the last of such transaction(s); or •There is a shareholder-approved Business Combination unless (a) all or substantially all of our outstanding voting securities’ beneficial owners immediately prior to the Business Combination own more than 60% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of Directors resulting from the Business Combination (with no one person owning more than 30%), in substantially the same proportions as immediately before the Business Combination and (b) at least a majority of the post-Business Combination Directors are Continuing Directors. For purposes of the severance compensation agreements, “cause” means any of the following: •willful failure to perform duties (other than any such failure resulting from incapacity due to physical or mental illness); •willful failure to comply with any valid and legal directive of the Board, engagement in dishonesty, illegal conduct or other misconduct, which is, in each case, injurious to the Company or any of its affiliates; •embezzlement, misappropriation or fraud, whether or not related to employment with the Company; •conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; •intentional violation of the Company's Code of Conduct or a material policy of the Company; or •breach of any obligation under this Agreement or any other written agreement between the executive and the Company. For purposes of the severance compensation agreements, “good reason” means any of the following: •a change in position with the Company which in reasonable judgment does not represent a promotion from current status or position immediately prior to the Change in Control or the assignment of any duties or responsibilities or diminution of duties or responsibilities which in reasonable judgment are inconsistent with current position with the Company in effect immediately prior to the Change in Control, it being understood that any of the foregoing in connection with termination of employment for Cause or Total Disability shall not constitute good reason; •a reduction by the Company in the annual rate of base salary as in effect immediately prior to the date of a Change in Control; •the Company requiring the office nearest to executive's principal residence to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control; •the failure by the Company to continue in effect compensation or benefit plans in which executive participates, which in the aggregate provide compensation and benefits substantially equivalent to those prior to a Change in Control; •the failure of the Company to obtain a satisfactory agreement from any Successor to assume and agree to perform the agreement; or •any purported termination of employment which is not effected pursuant to a Notice of Termination; for purposes of the agreement, no such purported termination shall be effective for any purpose except to constitute a good reason.

  89. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control The following table presents, for each of the NEOs, the estimated payments and benefits that would have been payable as of the end of 2023 in the event of termination of employment (retirement or involuntary without cause) or a separation for another reason (change in control, disability, or death). Voluntary termination or termination for cause are not eligible for any payments or benefits. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEO’s employment had been terminated as of December 29, 2023, the last business day of 2023, with the closing market price of our common stock at $144.48 per share as of that date.

  90. Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control | | | | | | | Name | Type of Payment or Benefit | Qualifying Termination Event - Involuntary Term without Cause | Qualifying Termination Event - Retirement | Qualifying Termination Event -Disability/Death | Change in Control(1) | | J. Kent Masters, Jr. | Severance Payment | $7,000,000 | | | $12,471,195 | | | Annual Incentive Plan | $1,971,195 | | $1,971,195 | | | | Performance Stock Units | $2,979,178 | | $2,979,178 | $10,356,615 | | | Restricted Stock Units | $1,488,289 | | $1,488,289 | $1,510,394 | | | Stock Options | $— | | $— | $— | | | Benefits(2) | $64,045 | | | $460,931 | | | Total | $13,502,707 | | $6,438,662 | $24,799,135 | | Neal R. Sheorey | Severance Payment | $1,620,000 | | | $2,234,603 | | | Annual Incentive Plan | | | $73,644 | | | | Performance Stock Units | | | | | | | Restricted Stock Units | $23,550 | | $846,653 | $846,653 | | | Stock Options | | | | | | | Benefits(2) | $12,500 | | | $66,695 | | | Total | $1,656,050 | | $920,297 | $3,147,951 |

  91. Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control | | | | | | | Name | Type of Payment or Benefit | Qualifying Termination Event - Involuntary Term without Cause | Qualifying Termination Event - Retirement | Qualifying Termination Event -Disability/Death | Change in Control(1) | | Kristin M. Coleman | Severance Payment | $1,763,100 | | | $2,880,004 | | | Annual Incentive Plan | | | $522,400 | | | | Performance Stock Units | $106,337 | | $106,337 | $106,241 | | | Restricted Stock Units | $534,576 | | $649,582 | $1,516,751 | | | Stock Options | $— | | $— | $— | | | Benefits(2) | $12,500 | | | $83,441 | | | Total | $2,416,513 | | $1,278,319 | $4,586,437 | | Netha N. Johnson, Jr. | Severance Payment | $1,718,741 | | | $2,574,956 | | | Annual Incentive Plan | | | $499,465 | | | | Performance Stock Units | $2,008,561 | | $2,008,561 | $2,430,732 | | | Restricted Stock Units | $717,342 | | $926,406 | $1,039,245 | | | Stock Options | $— | | $— | $— | | | Benefits(2) | $12,500 | | | $106,222 | | | Total | $4,457,144 | | $3,434,432 | $6,151,155 | | Eric W. Norris | Severance Payment | $1,728,487 | | | $2,843,715 | | | Annual Incentive Plan | | | $506,465 | | | | Performance Stock Units | $2,008,561 | | $2,008,561 | $2,430,732 | | | Restricted Stock Units | $717,342 | | $926,406 | $1,039,245 | | | Stock Options | $— | | $— | $— | | | Benefits(2) | $12,500 | | | $105,033 | | | Total | $4,466,890 | | $3,441,432 | $6,418,725 | | Scott A. Tozier | Severance Payment | $1,872,075 | | | $3,051,782 | | | Annual Incentive Plan | | $548,538 | $548,538 | | | | Performance Stock Units | $1,926,785 | $1,926,785 | $1,926,785 | $2,317,267 | | | Restricted Stock Units | $680,644 | $680,644 | $868,758 | $963,248 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | $12,500 | | | $105,188 | | | Total | $4,492,004 | $3,155,967 | $3,344,081 | $6,437,485 |

  92. Payments Upon Termination or Change in Control

    (1)As described above, upon termination following a change in control, the NEO would be entitled to a lump-sum severance payment generally equal to two times (three times for CEO) annual base compensation and target annual variable compensation, in all cases reduced by the non-competition payment amount as determined by a third-party in the business of valuing non-competition payments in return for an agreement not to compete for a two-year (three-year for CEO) period post-termination. As the non-competition payment is not determinable at this time, only the total severance payment amount without the reduction is reflected in the table. 2023 AIP Bonus is also included and based on the calculated Company score and an individual performance modifier of 15%. (2)As described above, upon termination following a change in control, the NEO would be entitled to (i) outplacement counseling and financial counseling, in each case not to exceed $25,000, (ii) estimated relocation benefits if the executive has relocated within two years prior to the change in control, is relocating back to their original location (or for Mr. Masters relocating back to Virginia at any time), and reflecting the original price of their current home, and (iii) the value of medical, dental, and vision benefits continuation for 24 months post-termination.

  93. CEO PAY RATIO

    CEO PAY RATIO The principles that guide us for our executive compensation program are not different than for the organization at large: •We use the market median as a reference point for our compensation and benefits program. •The market median is specific for the country in which we compete for talent. •The market median is specific to the job level for each of our employees. •The market median determines the mix between base pay, short-term incentive pay, long-term equity, and benefits. As the job level increases we typically see an increase in total compensation as well as an increase in that portion of total compensation that is equity-based and the portion that is performance-based. We disclose below the ratio of our CEO’s annual total compensation relative to the annual total compensation of the median employee of the Company (excluding the CEO) for the year ended December 31, 2023. As permitted or required by Item 402(u) of Regulation S-K, our process for determining the total employee population and the median employee annual total compensation included the following factors: •Employee population ◦We used our global system of record for all of our employees worldwide. ◦We included all employees, whether salaried or hourly, and whether employed on a full-time, part-time, or seasonal basis. ◦We used November 15, 2023 as our determination date. ◦To allow for comparisons across international jurisdictions, we converted into U.S. dollars any base cash compensation amounts denominated in non-U.S. currencies, using exchange rates effective at the determination date. ◦We did not adjust for global cost of living differences. •Consistently applied compensation measure ◦We determined the median employee annual total compensation by using a consistently applied compensation measure, namely, base salary or wages (“base cash compensation”), for all individuals, excluding our CEO, who were employed by us on November 15, 2023. ◦For part-time workers, we did not adjust base cash compensation to the equivalent for a full time employee. ◦We annualized the compensation for all permanent employees (full- or part-time) who were not employed by us for all of 2023. ◦For hourly employees, base cash compensation is based on their hourly rate in combination with their standard hours of work. Applying these and other relevant factors, we identified a median employee. We then determined for that employee the total compensation level to be at $57,103 for the year ended December 31, 2023 (calculated in accordance with Item 402(c)(2)(x) of Regulation S-K). On the same basis, the total annualized compensation for our CEO for the year ended December 31, 2023 was $14,472,114. Accordingly, for the year ended December 31, 2023, the ratio of our CEO’s total compensation to that of our median employee is 253:1. The ratio is higher than prior years due to higher CEO total compensation and lower total compensation of the median employee than in prior years. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. Given the different methodologies that various public companies will use to determine an estimate of their CEO pay ratio, the ratio reported above should not be used as a basis for comparison between companies.

  94. SEC DISCLOSURE ON PAY VERSUS PERFORMANCE

    SEC DISCLOSURE ON PAY VERSUS PERFORMANCE Albemarle and the Executive Compensation & Talent Development Committee are pleased to present this Pay Versus Performance disclosure as we are committed to ensuring alignment between Company performance and executive compensation. “Pay for performance” is one of our core compensation principles, as described in the Compensation Discussion and Analysis above. The alignment of shareholder interests and CEO compensation is evidenced by the strong correlation between our CEO’s Compensation Actually Paid (as calculated below) over the last completed four fiscal years and total shareholder return relative to our Peer Group (as defined below) for the same four fiscal years. The Pay Versus Performance disclosure, as required by the SEC and shown below, provides an additional perspective on our pay and performance alignment. It uses a measure of compensation, Compensation Actually Paid, and select measures of market and financial performance.

  95. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows (1) total compensation for our principal executive officers (“PEOs”) and, on average, our other NEOs, in each case as set forth in our Summary Compensation Table for each of the last four completed fiscal years; (2) for each such fiscal year, the Compensation Actually Paid (“CAP”) to our PEOs and, on average, our other named executive officers (as determined pursuant to SEC rules); (3) for each such fiscal year, our net income and our adjusted EBITDA; and (4) the cumulative total shareholder return (“TSR”) of (x) the Company and (y) the components of the S&P 1500 Specialty Chemicals Index (“Peer Group”), in each case for fiscal year 2020, fiscal years 2020-2021, fiscal years 2020-2022, and fiscal years 2020-2023.

  96. Pay Versus Performance Table

    | 2023 Pay Versus Performance Table | | | | | | | | | | | | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($MM) | Adjusted EBITDA ($MM)(5) | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | 2023 | $14,472,115 | N/A | $(4,776,615) | N/A | $3,154,592 | $1,224,527 | $206 | $128 | $1,573 | $2,779 | | 2022 | $11,118,156 | N/A | $13,714,085 | N/A | $2,964,307 | $3,084,017 | $306 | $112 | $2,474 | $3,403 | | 2021 | $9,040,753 | N/A | $20,335,113 | N/A | $2,516,658 | $8,987,310 | $328 | $149 | $199.9 | $871.0 | | 2020 | $4,939,369 | $3,828,474 | $9,726,632 | $5,585,398 | $2,891,776 | $7,130,736 | $205 | $116 | $446.6 | $819.0 |

  97. Pay Versus Performance Table

    ___________________________________________________ (1)“First PEO” represents J. Kent Masters, Jr., who was appointed CEO on April 20, 2020. The “Second PEO” represents Luther C. Kissam, IV, who served as CEO until April 20, 2020 (2)The non-PEO NEOs for each applicable year are as follows: a.2023: Neal R. Sheorey, Kristin M. Coleman, Netha N. Johnson, Jr., Eric W. Norris, Raphael G. Crawford, Sean O'Hollaren and Scott A. Tozier b.2022: Scott A. Tozier, Kristin M. Coleman, Netha N. Johnson, Jr., and Eric W. Norris c.2021: Scott A. Tozier, Netha N. Johnson, Jr., Karen G. Narwold, and Eric W. Norris d.2020: Scott A. Tozier, Raphael G. Crawford, Netha N. Johnson, Jr., and Eric W. Norris (3)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance Table above. The following table details the applicable adjustments that were made to Summary Compensation Table totals to determine CAP after deducting the Summary Compensation Table values for the aggregate change in value of pension plans and the grant-date fair value of stock awards and option awards. The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned (relative TSR-based) PSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

  98. Pay Versus Performance Table

    | Year | Pension | Equity Awards | | | | | | | | | Pension Service Cost | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | First PEO | | | | | | | | | | 2023 | N/A | $3,701,055 | $(5,050,689) | $— | $(4,361,385) | $(2,805,134) | $— | $(8,516,153) | | Non-PEO NEO Average | | | | | | | | | | 2023 | N/A | $485,820 | $(1,656,886) | $24,881 | $539,242 | $— | $— | $(606,943) |

  99. Pay Versus Performance Table

    (4)These columns represent cumulative Company TSR and peer group TSR. TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s or the peer group’s, as applicable, share price at the end and the beginning of the measurement period by the Company’s or the peer group’s, as applicable, share price at the beginning of the measurement period. For this purpose, our peer group is S&P 1500 Specialty Chemical Index. (5)"Net Income" represents the amount of net income reflected in the Company's audited financial statements for the applicable fiscal year. "Adjusted EBITDA" is defined as total Albemarle earnings before interest, tax, depreciation and amortization, as adjusted for non-recurring, non-operating, and special items.