DEF 14A of Albemarle Corp

Filed Mar 27, 2025 · FY20240000915913-25-000072

Open on EDGAR

Proposal 1 – Election of Directors
Proposal 1 – Election of Directors Albemarle has adopted robust corporate governance policies that facilitate strong Board leadership and strategic deliberation, effective oversight practices and transparency. Highlights of our governance practices include:
Proposal 1 – Election of Directors
| Board of Directors | | | • Annual election of Directors | • Resignation policy for Directors not receiving a majority vote | | • Independent Board, except CEO | • Lead Independent Director with substantive responsibilities | | • 100% independent standing Board committees | • Regular executive sessions of independent Directors | | • Continuing director education | • Director retirement requirement at age 72 | | • Attendance of at least 86% of Board and applicable Committee meetings held in 2024 by each Director | • Longstanding commitment to sustainability and corporate responsibility | | • Annual Board and Committee evaluation process | • Authority to retain independent advisors | | • Clawback policies applicable to annual and long-term incentive compensation | • Anti-hedging and pledging policies for Directors and employees | | • No shareholder rights plan (poison pill) | • Annual Say-on-Pay vote | | • Robust shareholder engagement program | • Share ownership guidelines for Directors and executives | | • Board oversight of initiatives reported in Annual Sustainability Report | • Quarterly mandatory IT security training for employees as part of comprehensive Cybersecurity Program | | • Risk oversight by Board and Committees | |
Proposal 1 – Election of Directors
Our Board recommends a vote FOR each of the 10 nominees listed below. All of the nominees are currently serving as Directors.
Proposal 1 – Election of Directors
| | | | | Standing Committee Membership | | | | | | Name | Age | Independent | Director Since | Audit & Finance | Compensation & Talent Development | Nominating & Governance | Capital Investment | Sustainability, Safety & Public Policy | | M. Lauren Brlas | 67 | Yes | 2017 | C | | | • | | | Ralf H. Cramer | 59 | Yes | 2022 | • | | | | • | | J. Kent Masters, Jr. (Chair) | 64 | No | 2015(1) | | | | | | | Glenda J. Minor | 68 | Yes | 2019 | • | | • | | | | James J. O’Brien (Lead Independent Director) | 70 | Yes | 2012(2) | • | | C | | | | Diarmuid B. O’Connell | 61 | Yes | 2018 | | • | | | • | | Dean L. Seavers | 64 | Yes | 2018 | | • | | C | | | Gerald A. Steiner | 64 | Yes | 2013 | • | | • | | C | | Holly A. Van Deursen | 66 | Yes | 2019 | | • | | • | | | Alejandro D. Wolff | 68 | Yes | 2015 | | C | • | | | | (1) Chair since 2020 | | | | | | | | | | (2) Lead Independent Director since 2020 | | | | | | | | |
Proposal 1 – Election of Directors
| Independent: 9 of 10 | Average age: 65.1 | Average tenure: 8.2 years |
Director Nominees
Director Nominees
Director Nominees
| Independent Age: 67 Director Since: 2017 Committees: •Audit & Finance (Chair) •Capital Investment | M. LAUREN BRLAS Ms. Brlas retired from the Newmont Mining Corporation (“Newmont”), a global gold company and producer of copper, silver, zinc, and lead, in December 2016. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cleveland-Cliffs Inc., a North American producer of iron ore and steel, where ultimately she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Attributes and Skills: Ms. Brlas brings significant operational and financial executive leadership experience, including in the natural resources industry, to our Board. This executive leadership experience as well as Ms. Brlas’ extensive background in financial and governance matters supports her re-election to our Board. Other Public Company Directorships: •Autoliv, Inc. (a developer, manufacturer, and marketer of airbags, seatbelts, and steering wheels), 2020 – current •Graphic Packaging International, LLC (a producer of paper-based packaging solutions), 2019 – current •Constellation Energy Corporation (an energy provider), 2022 – 2024 •Exelon Corporation (an energy provider), 2018 – 2022 •Perrigo Company plc (a producer of self-care health solutions), 2003 – 2019 | | Independent Age: 59 Director Since: 2022 Committees: •Audit & Finance •Sustainability, Safety & Public Policy | RALF H. CRAMER Mr. Cramer has served as Industry Advisor/Consultant at Knowledge Experienced, an automotive and industrial consulting company, since 2018. He has also served as a Senior Consultant at Shenzhen Shentou Investment Co Ltd., a cross-border M&A consultancy and investment company, since 2018. Mr. Cramer has served on the boards of directors of Knorr-Bremse Truck, a subsidiary of Knorr-Bremse A.G., a braking system manufacturer, since December 2018, and Coperion GmbH, a subsidiary of Hillenbrand Group, a technology provider for plastics industry, since Jan 2024. Mr. Cramer served on the board of directors of Metalsa S.A., an automotive solutions provider, from May 2019 to May 2024, on the board of directors of BBS Automation GmbH, an automation solutions provider, from May 2018 to October 2023, as an Executive Board Member of Continental AG, which develops technologies and services for mobility of people and goods, from 2009 to 2017, and as President, Global Division Chassis & Safety from 2008 to 2013. During that time, Mr. Cramer also served as President and CEO of Continental China, an automotive component manufacturer, from 2013 to 2017. Attributes and Skills: Mr. Cramer’s executive experience with multinational companies in the automotive industry and manufacturing operations, as well as his deep experience in China and interactions with Chinese industry leaders, brings an international business perspective to our Board. Mr. Cramer’s extensive knowledge of the global automotive industry and operational, financial, and international leadership experience supports his re-election to our Board. |
Director Nominees
| Age: 64 Director Since: 2015 Chairman Since: 2020 | J. KENT MASTERS, JR. Mr. Masters has served as Chairman and CEO of Albemarle since 2020. He joined the Albemarle Board of Directors in 2015 and served as Lead Independent Director from 2018 to April 2020. Prior to joining Albemarle, Mr. Masters served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, from 2011 to 2014, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. Attributes and Skills: Mr. Masters brings significant global business experience in key industries relevant to our large capital projects, such as engineering and construction, power equipment, and industrial gases, to our Board. Mr. Masters’ global business experience as well as his previous experience in the lithium industry (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. | | Independent Age: 68 Director Since: 2019 Committees: •Audit & Finance •Nominating & Governance | GLENDA J. MINOR Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. Prior to Silket, she served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer from 2010 to 2016. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions, from 2000 to 2010. She has also served on the board of the Capital Area United Way since 2020. Attributes and Skills: Ms. Minor brings extensive financial and international leadership experience across different industries and different continents to our Board. Ms. Minor’s financial and international leadership experience as well as her in-depth understanding of the preparation and analysis of financial statements and her experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion supports her re-election to our Board. Other Public Company Directorships: •Radius Recycling (a global provider in the metals recycling industry and a manufacturer of finished steel products), 2020 – current •Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current |
Director Nominees
| Independent Age: 70 Director Since: 2012 Lead Independent Director Since: 2020 Committees: •Nominating & Governance (Chair) •Audit & Finance | JAMES J. O'BRIEN Mr. O’Brien served as Chairman of the Board and Chief Executive Officer from 2002 to 2014, as President and Chief Operating Officer in 2002, and as Senior Vice President and Group Operating Officer from 2001 to 2002 of Ashland Inc., a diversified energy company. Mr. O’Brien served as President of Valvoline, a global marketer and supplier of premium branded lubricants and automotive services, from 1995 to 2001. Mr. O’Brien worked at Ashland for 38 years prior to his retirement in December 2014. Attributes and Skills: Mr. O’Brien brings extensive knowledge of the chemical industry and significant experience gained from service on the board of directors of other public companies to our Board. Mr. O’Brien’s industry knowledge and public company board experience as well as his significant management experience and knowledge in the areas of finance, accounting, international business operations, risk oversight, and corporate governance supports his re-election to our Board. Other Public Company Directorships: •Eastman Chemical Company (a specialty chemical company), 2016 – current •Humana Inc. (a managed health care company), 2006 – 2023 | | Independent Age: 61 Director Since: 2018 Committees: •Executive Compensation & Talent Development •Sustainability, Safety & Public Policy | DIARMUID B. O'CONNELL Mr. O'Connell served as Chief Strategy Officer of Fair Financial Corp., an automotive leasing fintech company, from 2018 to 2019. Prior to Fair Financial, Mr. O’Connell served as Vice President, Corporate & Business Development at Tesla Motors Inc., an American electric vehicle manufacturer, energy storage company, and solar panel manufacturer, from 2010 to 2017 and Vice President, Business Development from 2006 to 2010. Mr. O’Connell served as Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State from 2003 to 2006. Attributes and Skills: Mr. O'Connell brings experience in the electric vehicle and energy storage industry as well as valuable perspectives on global applications of alternative energy that provide insights into the end uses of our products to our Board. This industry knowledge as well as Mr. O'Connell’s background in marketing, government relations, operations, and manufacturing supports his re-election to our Board. Other Public Company Directorships: •Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current •Volvo Car AB (a company that designs, manufactures, and supplies automobiles), 2021 – current •Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – 2023 |
Director Nominees
| Independent Age: 64 Director Since: 2018 Committees: •Capital Investment (Chair) •Executive Compensation & Talent Development | DEAN L. SEAVERS Mr. Seavers has served as a senior advisor at Stifel Financial Corp., a full-service financial services firm, since 2020. Prior to then, Mr. Seavers served as President of National Grid U.S., a U.S. supplier of consumer energy, from 2014 to 2019 and as Executive Director of National Grid plc, a multinational electricity and gas utility company, from 2015 to 2019. Mr. Seavers founded and served as Chief Executive Officer, President and Director of Red Hawk Fire & Security, a provider of life safety and security solutions, from 2012 to 2018, and President of Global Services of the Fire & Security business of United Technologies Corporation, an aerospace and defense company, from 2010 to 2011. Attributes and Skills: Mr. Seavers brings an operational perspective and vision to our Board from a variety of industries representing end uses of our products. Mr. Seavers’ extensive executive leadership and deep energy, fire safety and technology industry experience supports his re-election to our Board. Other Public Company Directorships: •CenterPoint Energy, Inc. (a U.S. public utility holding company), 2024 – current •Ametek, Inc. (a global manufacturer of electronic instruments and electromechanical devices), 2022 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2020 – 2022; Chairman, Pacific Gas & Electric Company, 2020 – 2022 •James Hardie Industries plc (a producer and marketer of fiber cement siding and backerboard and of fiber gypsum products), 2021 – 2022 | | Independent Age: 64 Director Since: 2013 Committees: •Sustainability, Safety & Public Policy (Chair) •Audit & Finance | GERALD A. STEINER Mr. Steiner co-founded CoverCress, Inc., a company developing a new crop for renewable fuels, and served as CEO from 2015 to 2021 and as Executive Chairman from 2021 until its acquisition in 2022. He also manages Alta Grow Consulting LLC, a business consulting firm he founded in 2014. Mr. Steiner served as Executive Vice President, Sustainability and Corporate Affairs at Monsanto Company, a leading global provider of agricultural products for farmers, from 2003 to 2014 and head of corporate strategy prior to that time. Since 2023, he has served as Executive Chair of Pluton BioSciences, an agricultural microbials company, an Advisor for Ilumina Ventures, a genomics and precision health venture firm, as well as serving other AgTech start-up companies. Among other roles, Mr. Steiner has also served at the following organizations: •Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of BIO (Biotechnology Industry Organization) •Chairman, 2012 – 2013, board member, 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and energy for rural communities) •Co-founder, Field to Market (an agricultural sustainability organization); Executive Chairman of Stony Creek Colors (a plant-based dyes company) since 2021 Attributes and Skills: Mr. Steiner brings extensive experience in the renewable fuels and agricultural industry to our Board. This industry experience as well as Mr. Steiner’s extensive experience in government affairs, global business, and strategy supports his re-election to our Board. |
Director Nominees
| Independent Age: 66 Director Since: 2019 Committees: •Capital Investment •Executive Compensation & Talent Development | HOLLY A. VAN DEURSEN Ms. Van Deursen served as Group Vice President, Petrochemicals, at BP plc, a global provider of heat, light and mobility products and services, having starting working there in 1989 and holding various senior executive management roles before retiring as a member of the top-forty executive management team from 2000 to 2005. Ms. Van Deursen has twenty-five years of experience in the chemical, oil, and energy industries, including various engineering, manufacturing, and product development roles for Dow Corning Corporation (a chemical and plastics manufacturer and supplier). Attributes and Skills: Ms. Van Deursen brings extensive experience in the chemical, industrial, and contract manufacturing sectors, including from her previous service as a director for companies in the oilfield services, diversified industrial, and packaging sectors, to our Board. Ms. Van Deursen’s experience across sectors as well as her service in executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally supports her re-election to our Board. Other Public Company Directorships: •Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), 2019 – current •Synthomer plc (a global supplier of acrylic and vinyl emulsions and specialty polymers), 2018 – current •Capstone Green Energy Corporation (a global producer of highly efficient, low-emission, resilient microturbine energy systems), Chair 2017 – 2020; director 2007 – 2021 •Enerpac Tool Group (formerly Actuant Corporation) (a diversified industrial company), 2008 – 2020 | | Independent Age: 68 Director Since: 2015 Committees: •Executive Compensation & Talent Development (Chair) •Nominating & Governance | ALEJANDRO D. WOLFF Mr. Wolff served as Managing Director of Gryphon Partners LLC, a global advisory firm focused on frontier markets, from 2014 to 2016. Prior to Gryphon, he served as U.S. Ambassador to Chile from 2010 to 2013 and U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff has thirty-three years of service in the U.S. Department of State, including service in Algeria, Morocco, Chile, Cyprus, the U.S. Mission to the European Union in Brussels, and as Deputy Chief of Mission and Charge d’Affaires in France. Attributes and Skills: Mr. Wolff brings expertise in international political, economic, and commercial affairs to our Board. This expertise as well as Mr. Wolff’s lithium industry experience (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. Other Public Company Directorships: •Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2019 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 – 2020 •Versum Materials, Inc. (an electronic materials company), 2016 – 2019 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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, 2024 ("Fiscal Year 2024"). Mr. Masters, as an employee Director, does not receive compensation from the Company in his capacity as a Director.
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 | $145,000 | $170,468 | $— | $315,468 | | Ralf H. Cramer | $120,000 | $170,468 | $— | $290,468 | | Glenda J. Minor | $120,000 | $170,468 | $3,000 | $293,468 | | James J. O'Brien | $185,000 | $170,468 | $3,000 | $358,468 | | Diarmuid B. O'Connell | $120,000 | $170,468 | $— | $290,468 | | Dean L. Seavers | $135,000 | $170,468 | $— | $305,468 | | Gerald A. Steiner | $135,000 | $170,468 | $— | $305,468 | | Holly A. Van Deursen | $120,000 | $170,468 | $3,000 | $293,468 | | Alejandro D. Wolff | $140,000 | $170,468 | $— | $310,468 |
Director Compensation Table
___________________________________________________ (1)Amounts shown include fees that have been deferred at the election of the Director under the 2023 Directors Plan. (2)Amounts shown represent the aggregate grant date fair value of stock awards granted in Fiscal Year 2024 in accordance with FASB ASC Topic 718. On July 1, 2024, each then serving non-employee Director received 1,750 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 1, 2024, which was $97.41, 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 realized by each Director. No non-employee Director holds any other unvested equity or has stock options outstanding. (3)Represents matching donations for qualified charitable contributions through the Albemarle Foundation Matching Gifts Program.
Directors and Executive Officers
Directors and Executive Officers The following table sets forth as of March 12, 2025, 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.
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) | | Melissa Anderson | 16,791(3) | * | 265 | | M. Lauren Brlas | 10,141 | * | | | Kristin M. Coleman | 5,873(4) | * | | | Ralf H. Cramer | 3,232 | * | | | Netha N. Johnson | 66,441 | * | | | J. Kent Masters | 137,096 | * | | | Glenda J. Minor | 5,856 | * | 1,569 | | Eric W. Norris | 71,374 | * | | | James J. O’Brien | 5,323 | * | 15,543 | | Diarmuid B. O'Connell | 9,191 | * | | | Dean L. Seavers | 9,259 | * | | | Neal R. Sheorey | 1,243 | * | | | Gerald A. Steiner | 8,250 | * | 10,357 | | Holly A. Van Deursen | 1,650 | * | 5,895 | | Alejandro D. Wolff | 12,502 | * | 3,510 | | All directors and executive officers as a group (19 persons) | 386,445 | * | 37,139 |
Directors and Executive Officers
___________________________________________________ * Indicates beneficial ownership of less than 1% of common stock. Calculated based upon 117,650,568 shares of common stock outstanding as of March 12, 2025 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, 2025, 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, 2025: Mr. Masters 53,617 shares; Mr. Johnson 30,562 shares; Mr. Norris 31,013 shares; and Ms. Anderson 8,161 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)Includes 176 shares held in the Albemarle Savings Plan. (4)Last reported to the Company by Ms. Coleman, as of January 28, 2025. Shares held by the Kristin Coleman Revocable Trust, of which Ms. Coleman is the sole trustee. Ms. Coleman separated from the Company, effective November 4, 2024.
Advisory Shareholder Say-on-Pay Vote
| 2021 | –Raised threshold performance for rTSR from the 25th percentile to the 30th percentile –Lowered the payout at threshold performance from 50% to 30% | | 2019 | –Introduced Return on Invested Capital as a second metric for the LTI plan to ensure alignment between the expected return on capital and LTI payout opportunities (as the Company entered a period of higher investments) –Put cap of 100% on relative TSR payouts if TSR is negative | | 2017 | –Included a “double trigger” in our equity plan and award agreements, so that in the event of a Change in Control, equity would only vest following a termination of employment |
Committee Actions in Aligning Pay and Performance
The Committee regularly reviews the holding power of outstanding grants to assess their retention effectiveness. Given that lithium prices are correlated with the Company's stock price, lithium price volatility also affects the value of stock options, RSUs and PSUs previously granted. By the end of 2024, the average value of the then-outstanding grants for the NEOs was approximately 20% of their original grant value. We anticipate that Albemarle’s realizable executive pay will continue to correlate with TSR, consistent with our Pay-for-Performance and Shareholder-Aligned Pay Philosophy. Traditional Pay-for-Performance alignment tests use grant date value of equity (not realizable value) and therefore may not accurately reflect alignment. There will be a significant difference in Albemarle’s realizable vs. target pay. We draw shareholders' attention to management’s actions (see page 37 of this Proxy Statement) to counter the impact of the Company's pricing environment, over which management has limited influence.
Alignment of Executive Pay and Performance
| Performance Based Compensation | In 2024, 90% of the target compensation of the CEO and an average of 79% of the target compensation of the other current NEOs was variable and subject to Company and individual performance. In determining award amounts we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options. | | Annual Bonus Plan | Performance under our 2024 Enterprise Annual Incentive Plan after exercising negative discretion included achievement of adjusted EBITDA at 98% of target and adjusted Cash Flow from Operations at 104% of target. | | Long-Term Incentive Mix | NEOs receive LTIP grants, comprised of performance share units (50%), stock options (25%) and RSUs (25%), as described in further detail below. The realizable value of all grants is directly impacted by Albemarle's stock price performance. They cliff vest after 3 years. | | PSU performance | PSUs for the 2022-2024 LTIP cycle paid out at 0% of target for the rTSR PSUs and 200% of target for the adjusted ROIC PSUs. Our adjusted ROIC performance for the period was 22.0%, well above the target level of 12.25% for the period. | | Pay for Performance | We are committed to ensuring the alignment between Company performance and executive compensation. “Pay for Performance” is one of our compensation principles. The overarching goal of our compensation program is to create executive compensation plans that incentivize and align with the creation of sustained shareholder value. |
Executive Compensation 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 |
Executive Compensation Philosophy and Principles
| Pay Benchmark | •Compare our compensation practices against peer companies to enable us to attract, retain and motivate high-performing executives •Utilize a competitive range around median against the compensation peer group as one factor for determining target compensation •Evaluate factors including performance, scope of responsibilities and impact on the Company's performance as well as internal equity | | Align Interests with our Stakeholders | •Reward long-term financial results that drive financial value creation through a balanced equity mix •Operate meaningful share ownership guidelines •Design programs that discourage unnecessary or excessive risk-taking •Cap payout opportunities under the incentive plans •Set minimum vesting periods for equity awards •Maintain a pay clawback policy that covers both time- and performance-based awards made under our incentive plans | | Avoid Poor Governance Practices | •No tax gross-ups (unless provided pursuant to our standard relocation plan) •No single-trigger accelerated vesting upon a change-in-control •No discounting, reloading or re-pricing of share options without shareholder approval •No guaranteed compensation or increases •No excessive perquisites •No dividends earned or paid on unvested RSUs or PSUs until such awards vest •No strict targeting of compensation to a specific percentile of our compensation peer group •No hedging, pledging or short selling of Company stock |
Key Elements of Compensation Focus on Performance
Key Elements of Compensation 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 align pay with performance that advances our strategic priorities and with the interests of shareholders. As shown below, compensation based on Company and individual performance was approximately 90% of 2024 target pay for the CEO and an average of 79% of 2024 target pay of the other current NEOs (Messrs. Sheorey, Johnson and Norris and Ms. Anderson). Target pay is defined as target annual base salary + target bonus + target equity based on the stock closing price at the grant date for RSUs and PSUs and the Black Scholes value for Stock Options. For each NEO, the Committee reviews and approves annually each component of compensation and the resulting total compensation. The Committee compares our executive compensation levels and practices to those of the compensation peer group and general market data to ascertain whether each NEO is appropriately positioned above or below the median to properly reflect various factors, such as performance, the scope and complexity of the NEO's position, level of performance, skills and experience, contribution to the overall success of the Company and applicable succession and retention considerations.
Key Elements of Compensation Focus on Performance
| | Compensation Element | Purpose | Performance Alignment | | Fixed | Base Salary | Provide competitive levels of fixed pay to attract and retain executives Recognize role scope, skills required, performance, contribution, leadership and potential | Individual performance taken into account when considering changes | | At Risk | Short-Term Cash Incentive | Motivate and reward the successful execution of our operating plan and strategic goals as well as Business Unit, Enterprise and individual performance | Opportunity of 0%-200% of target based on performance Set incentive target as a percent of salary based on competitive data | | | Long-Term Incentive Awards | Attract, retain and motivate executive talent; align interests with our shareholders and value realization with stock price; drive accountability for long-term performance | PSUs (50%), stock options (25%) and RSUs (25%) Target value set using the closing stock price on the grant date for PSUs and RSUs and Black Scholes for stock options Awards cliff vest after 3 years |
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.
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 | 45% | | | Adjusted Cash Flow from Operations | Incentivize management to meet and exceed target cash flow in support of growth and efficiency | 30% | | | Stewardship | Stewardship goals incentivize management, consistent with our values to be good stewards. Stewardship goals include occupational and process safety as well as environmental targets | 10% | | | Individual | Emphasize individual accountability. Individual goals are aligned with our strategy | 15% | | Long-Term Metrics | Relative Total Shareholder Return (“rTSR”) | Linking pay to long-term shareholder value | 50% | | | Adjusted Return on Invested Capital (“ROIC”) | Emphasizes our commitment to invest efficiently and generate long-term returns | 50% |
Performance Metrics
__________________________________________________________________________ (1) See pages 46 and 51 of this Proxy Statement for a more detailed overview of the short- and long-term incentive plans and definitions for each of the performance goals.
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 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 2024, 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 the Company's management pursuant to SEC standards. Please see “Independence of the Executive Compensation Consultant” beginning on page 20 of this Proxy Statement. 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.
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 that constitute the peer group is summarized in the chart below.
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 | | Size | •Revenue within 0.4x - 2.5x of 2024 projected revenue as an indicator of complexity and scope for executive roles •Other size indicators include asset base and production volume | | Business Model (Quantitative) | •Strong-growth trajectory (volume and/or price driven) •Strong operating margins (EBITDA margin) •Market-to-Capital premium (a sign of investor confidence) | | Business Model (Qualitative) | •Global Operations (international revenues as a % of total) •Value-added extraction/processing •Business-to-Business sales model •Direct competitor for talent (add to peer group if company meets this criterion) |
Use of Market Data
We review the peer group on an annual basis, while avoiding peer group changes based on the short-term outlook for the Company. We maintained the 2023 peer group for the 2024 compensation cycle and made no changes for 2025. Revenue is one of the many factors we take into account for determining our peer group. With revenue strongly dependent on market lithium prices, we use a regression analysis to adjust the market and peer group data to reflect the lower revenue, rather than changing the peer group on an annual basis. We believe that within our peer group a median revenue of around $8 billion best reflects the complexity, size and scope of Albemarle. Our peer group includes:
Use of Market Data
| 2024 PEER GROUP | | | Air Products and Chemicals, Inc. (APD) | FMC Corporation (FMC) | | Celanese Corporation (CE) | Freeport-McMoRan Inc. (FCX) | | Chemours Company, The (CC) | Huntsman Corporation (HUN) | | Corteva, Inc. (CTVA) | Mosaic Company (MOS) | | Dow Inc. (DOW) | Newmont Corporation (NEM) | | DuPont de Nemours, Inc. (DD) | Olin Corporation (OLN) | | Eastman Chemical (EMN) | Westlake Chemical Corporation (WLK) |
Use of Market Data
In setting 2024 base salaries, annual cash incentive compensation and target long-term equity incentive compensation, the Committee generally considered data from our 2024 Peer Group. The Committee also referred to survey information from nationally recognized compensation surveys. For both datasets we used regressed data to better reflect our complexity, size and scope as explained earlier. 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.
Metric Selection and Goal Setting
| | Annual Incentive Program | Weight | Aligns with | | | | | Metrics | | Growth | Efficiency | Stewardship | | Financial Performance | Adjusted EBITDA | 45% | x | x | | | | Adjusted Cash Flow from Operations | 30% | | 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 | | | PSUs | TSR relative to 2024 Peer Group | 25% | x | x | Cliff vest after 3 years (10-year expiration term for options) | | | Adjusted ROIC | 25% | | x | | | RSUs | | 25% | x | x | | | stock options | | 25% | x | | |
2024 Annual Incentive Program (AIP)
2024 Annual Incentive Program (AIP) The Committee established the 2024 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.
Specialties Plan
* Due to a level 3 incident Occupational Safety pays out at 0% ** 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 2024 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, Company financial performance was on average well above target, with adjusted EBITDA on average 135% compared to target and adjusted Cash Flow from Operations on average 148% compared to target. *For NEOs the max payout for 2023 was set at 100%. **For all employees participating in the Enterprise annual incentive plan, applying negative discretion reduced payout by 34 percentage points (from 141.5% to 107.5%). 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 2024, our NEOs’ target bonus percentages were 150% (Mr. Masters) and 80% (Messrs. Sheorey, Johnson, and Norris and Mses. Anderson and Coleman) for achieving target performance levels for Company and individual performance combined. The Committee concluded that the bonus target levels were reasonable and appropriate after considering a competitive analysis of market data of the compensation peer group provided by our independent compensation consultant, the recommendations of the CEO, other than with respect to his own target levels and other factors described in this Proxy Statement. Actual earnings for NEOs under the 2024 AIP Upon the conclusion of the annual audit of the Company's 2024 financial results, the Committee reviewed the Company’s 2024 performance and determined that the awards for the NEOs were funded consistent with each plan's metrics set during the first quarter of 2024. 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 15.0%, Ms. Anderson 15.0%, Mr. Johnson 15.0% and Mr. Norris 15.0%. In the case of Mr. Masters, in early 2025 the Board assessed his performance against his 2024 goals, which included: creating financial and shareholder value, disciplined capital deployment, being a partner of choice for our customers, developing talent and culture, enhancing value growth with reduced volatility, being a leading steward of our planet and optimizing cash and costs through disciplined processes. The Committee determined that an individual performance payout of 15% was appropriate given performance against these measures. When applied to and combined with the Company score, this yielded actual bonus payouts for each NEO shown in the table below.
Specialties Plan
| 2024 AIP Payouts | | | | | | | | | | | Name | Eligible EarningsX | Target Bonus % | = | Target Bonus AmountX | Payout Based on (Company Performance + Individual Performance) | | | = | Actual Bonus Amount | | J. Kent Masters, Jr. | $1,400,000x | 150% | = | $2,100,000x | 89.9% | + | 15.0% | = | $2,201,850 | | Neal R. Sheorey | $600,000x | 80% | = | $480,000x | 89.9% | + | 15.0% | = | $503,280 | | Melissa H. Anderson | $551,250x | 80% | = | $441,000x | 89.9% | + | 15.0% | = | $462,389 | | Netha N. Johnson, Jr. | $636,571x | 80% | = | $509,257x | 80.7% | + | 15.0% | = | $487,274 | | Eric W. Norris | $640,180x | 80% | = | $512,144x | 97.0% | + | 15.0% | = | $573,730 |
Long Term Incentives
Long Term Incentives PSU results for the 2022-2024 performance period 2022-2024 Relative Total Shareholder Return Awards. For the 2022 PSU grants, 50% of the performance was based on the achievement of TSR performance relative to the 2022 Peer Group over a three-year performance period. The original 2022 Peer Group included 18 companies. Our rTSR for the period placed us at the 5th percentile relative to the 2022 Peer Group. The following table illustrates threshold, target and superior performance levels and the percentage of the target grant earned for each performance level. Threshold performance is set at the 30th percentile with a payout of 30% of target. This shows a stronger pay-for-performance alignment than the peer group, with a threshold performance at the 25th percentile and a 50% payout of target. 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.
Long Term Incentives
| | 2022 rTSR PSU Grant Metrics | | | | | | Threshold | Target | Superior | Actual Result | | Percentile performance relative to the 2022 Peer Group | 30th | 50th | 75th | 5th | | % of Grants Earned | 30% | 100% | 200% | 0% |
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. 2022-2024 Adjusted Return on Invested Capital Awards. For the 2022 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.
Long Term Incentives
| 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. | | |
Long Term Incentives
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 12.25% 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.
Long Term Incentives
| | 2022 Adjusted ROIC PSU Grant Metrics | | | | | | Threshold | Target | Superior | Actual Result | | Adjusted ROIC | 9.75% | 12.25% | 14.75% | 22.03% | | % of Grants Earned | 30% | 100% | 200% | 200% |
Long Term Incentives
The following table shows the adjusted ROIC PSU grants approved in February 2022 by the Committee for the NEOs and the adjusted ROIC PSU grant values approved by the Committee in February 2024 after it determined the 2022-2024 performance results.
Long Term Incentives
| | 2022 Adjusted ROIC PSU Grants | | | | | | Number of Units | Number of Units | Number of Units | 2022 Earned | | | at Threshold | at Target | at Superior | PSUs | | | 30% | 100% | 200% | | | J. Kent Masters, Jr. | 2,540 | 8,466 | 16,932 | 16,932 | | Neal R. Sheorey | — | — | — | — | | Melissa H. Anderson | 430 | 1,433 | 2,866 | 2,866 | | Netha N. Johnson, Jr. | 528 | 1,759 | 3,518 | 3,518 | | Eric W. Norris | 528 | 1,759 | 3,518 | 3,518 | | Kristin M. Coleman | — | — | — | — |
Long Term Incentives
Note: Mr. Sheorey and Ms. Coleman joined the Company after these grants were made.
2024 LTIP Grants
2024 LTIP Grants In February 2024, 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.
2024 LTIP Grants
| | 2024 Grants | | | | | | Value Granted | Stock Options | RSUs | PSUs | | J. Kent Masters, Jr. | $10,000,000 | 25% | 25% | 50% | | Neal R. Sheorey | $2,000,000 | 25% | 25% | 50% | | Melissa H. Anderson | $1,250,000 | 25% | 25% | 50% | | Netha N. Johnson, Jr. | $2,000,000 | 25% | 25% | 50% | | Eric W. Norris | $2,000,000 | 25% | 25% | 50% | | Kristin M. Coleman | $1,100,000 | 25% | 25% | 50% |
2024 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. PSU Grants The performance-based PSU grants are based 50% on the Company's TSR relative to the 2024 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 2024. rTSR PSU Grants The following table presents the number of units granted for performance at threshold, target and superior levels for the 2024 rTSR PSU grants to our NEOs.
2024 LTIP Grants
| | 2024 rTSR PSU Grants | | | | | Number of Units at Threshold | Number of Units at Target | Number of Units at Superior | | J. Kent Masters, Jr. | 6,347 | 21,155 | 42,310 | | Neal R. Sheorey | 1,269 | 4,231 | 8,462 | | Melissa H. Anderson | 794 | 2,645 | 5,290 | | Netha N. Johnson, Jr. | 1,269 | 4,231 | 8,462 | | Eric W. Norris | 1,269 | 4,231 | 8,462 | | Kristin M. Coleman | 698 | 2,327 | 4,654 |
2024 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.
2024 LTIP Grants
| | 2024 rTSR PSU Grants | | | | | Threshold | Target | Superior | | Percentile performance relative to the 2024 Peer Group | 30th | 50th | 75th | | % of Grants Earned | 30% | 100% | 200% |
2024 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. For the 2024 adjusted ROIC PSU grants, we continue to use the same definition as used for the 2022 adjusted ROIC PSU grants.
2024 LTIP Grants
| | 2024 Adjusted ROIC PSU Grants | | | | | Number of Units at Threshold | Number of Units at Target | Number of Units at Superior | | J. Kent Masters, Jr. | 6,347 | 21,155 | 42,310 | | Neal R. Sheorey | 1,269 | 4,231 | 8,462 | | Melissa H. Anderson | 794 | 2,645 | 5,290 | | Netha N. Johnson, Jr. | 1,269 | 4,231 | 8,462 | | Eric W. Norris | 1,269 | 4,231 | 8,462 | | Kristin M. Coleman | 698 | 2,327 | 4,654 |
2024 LTIP Grants
The 2024 adjusted ROIC PSU grant is measured against adjusted ROIC performance levels set by the Committee. 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.
2024 LTIP Grants
| | 2024 Adjusted ROIC PSU Grants | | | | | Threshold | Target | Superior | | % of Grants Earned | 30% | 100% | 200% |
2024 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 the compensation peer group and the broader market in which we compete for talent. All shares earned will vest in the first quarter of 2027 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, become non-forfeitable, and vest in full at the end of the performance period based on actual level of performance. RSU Grants In February 2024, the Committee approved grants of RSU awards to our NEOs, as follows.
2024 LTIP Grants
| | 2024 RSU Grants | | J. Kent Masters, Jr. | 21,155 | | Neal R. Sheorey | 4,231 | | Melissa H. Anderson | 2,645 | | Netha N. Johnson, Jr. | 4,231 | | Eric W. Norris | 4,231 | | Kristin M. Coleman | 2,327 |
2024 LTIP Grants
All RSUs will vest on the third anniversary of the grant date in 2027 subject to each individual's continued employment. For Mr. Masters, the RSUs will vest on the earlier of December 31, 2025 or the date the Company appoints a successor Chief Executive Officer. Stock Option Grants In February 2024, the Committee approved grants of stock options to our NEOs, as follows:
2024 LTIP Grants
| | 2024 Stock Option Grants | | J. Kent Masters, Jr. | 51,335 | | Neal R. Sheorey | 10,267 | | Melissa H. Anderson | 6,417 | | Netha N. Johnson, Jr. | 10,267 | | Eric W. Norris | 10,267 | | Kristin M. Coleman | 5,647 |
2024 LTIP Grants
The stock options vest and become exercisable on the third anniversary of the grant date in 2027 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.
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 the 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 69 of this Proxy Statement.
Equity Grant Policy
Equity Grant Policy The Committee maintains a well-established process for granting equity awards and has a long-standing practice of granting awards generally at a time that directors and executive officers are not in possession of material, non-public information and only during an open "trading window" period under the Company's insider trading policy. Additional features of this practice include: •The grant date of equity awards is generally the date on which the Board or the Committee approves the award by meeting or unanimous written consent or a later date designated in such approval. •No equity awards will be granted to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information (including earnings information) and ending one business day after such filing. In 2024, the Company did not award grants our NEOs within four business days before or one business day after the release of material non-public information. •LTIP awards have a three-year performance period and the shares that are earned are not subject to any further vesting conditions. •RSU awards vest in full on the third anniversary of the grant date, assuming no qualifying termination occurs during such period. •Stock option awards generally vest in full on the third anniversary of grant and expire ten years from the date of grant. Stock options will be awarded at an exercise price equal to the closing price of Albemarle’s common stock on the date of grant. Under the terms of our 2008 Stock Plan and 2017 Stock Plan, stock option re-pricing is not permitted without shareholder approval.
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 IRC. Sections 280G and 4999 of the IRC 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 IRC 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 IRC.
Summary Compensation Table
Summary Compensation Table The following table presents information for the fiscal years ended December 31, 2024, 2023 and 2022 relating to total compensation of our NEOs.
Summary Compensation Table
| Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3)(4) | Option Awards ($)(3)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(7) | Total ($) | | J. Kent Masters, Jr. | 2024 | $1,400,000 | $— | $7,880,872 | $2,500,015 | $2,201,850 | $— | $385,761 | $14,368,498 | | Chairman and Chief Executive Officer | 2023 | $1,334,038 | $— | $8,232,532 | $2,500,044 | $1,921,915 | $— | $483,585 | $14,472,114 | | | 2022 | $1,139,346 | $— | $5,044,043 | $1,625,022 | $2,929,916 | $— | $379,829 | $11,118,156 | | Neal R. Sheorey | 2024 | $600,000 | $— | $1,576,174 | $500,003 | $503,280 | $— | $283,879 | $3,463,336 | | Executive Vice President and Chief Financial Officer | 2023 | $23,077 | $300,000 | $673,959 | $— | $73,644 | $— | $18,937 | $1,089,617 | | Melissa H. Anderson | 2024 | $551,250 | $— | $985,342 | $312,508 | $462,389 | $— | $128,941 | $2,440,430 | | Executive Vice President, Chief People and Transformation Officer | | | | | | | $— | | | | Netha N. Johnson, Jr. | 2024 | $636,571 | $— | $1,576,174 | $500,003 | $487,274 | $— | $115,065 | $3,315,087 | | Executive Vice President, Chief Operations Officer | 2023 | $622,420 | $— | $1,646,506 | $500,009 | $292,898 | $— | $171,936 | $3,233,769 | | | 2022 | $576,095 | $— | $1,048,012 | $337,554 | $808,365 | $— | $124,458 | $2,894,484 | | Eric W. Norris | 2024 | $640,181 | $— | $1,576,174 | $500,003 | $573,730 | $— | $144,051 | $3,434,139 | | Executive Vice President, Chief Commercial Officer | 2023 | $631,973 | $— | $1,646,506 | $500,009 | $484,376 | $— | $183,781 | $3,446,645 | | | 2022 | $601,432 | $— | $1,048,012 | $337,554 | $879,222 | $— | $169,947 | $3,036,167 | | Kristin M. Coleman | 2024 | $645,779 | $— | $866,877 | $275,009 | $— | $— | $2,959,135 | $4,746,800 | | Former Executive Vice President, General Counsel and Corporate Secretary | 2023 | $653,000 | $— | $906,236 | $275,064 | $522,400 | $— | $193,368 | $2,550,068 | | | 2022 | $37,673 | $427,625 | $2,458,484 | $— | $88,875 | $— | $5,159 | $3,017,816 |
Summary Compensation Table
___________________________________________________ (1)Mr. Sheorey joined the Company in 2023. Ms. Anderson was not a NEO in 2023 and 2022. (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 2024, including earnings on amounts deferred, please see “Nonqualified Deferred Compensation” on page 68 of this Proxy Statement. (3)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 Standards 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, 2024. Information on individual equity awards granted to each of the NEOs in 2024 is set forth in the section entitled “Grants of Plan-Based Awards” beginning on page 63 of this Proxy Statement. (4)The amounts reported in this column reflect the aggregate grant date fair value of the awards granted to our NEOs in 2024 as computed in accordance with FASB ASC Topic 718 and include (i) the 2024 rTSR PSU awards (calculated based on a grant date fair value per share of $145.11 determined using the Monte Carlo valuation method), (ii) the 2024 adjusted ROIC PSU awards (based on a grant date fair value price per share of $113.71 based on the probable outcome of the performance goals) and (iii) the 2024 RSUs (calculated based on a grant date fair value price per share of $113.71). The maximum payable for superior level performance on our 2024 PSU awards is 200% of Target level. The aggregate grant date fair value of the 2024 rTSR PSU awards at the superior level of 200% for each of the NEOs is: Mr. Masters $6,139,604; Messrs Sheorey, Johnson and Norris $1,227,921 each; Ms. Anderson $767,632; and Ms. Coleman $675,342. The aggregate grant date fair value of the 2024 adjusted ROIC PSU awards at the superior level of 200% of target for each of the NEOs is: Mr. Masters $4,811,070; Messrs. Sheorey, Johnson and Norris $962,214 each; Ms. Anderson $601,526; and Ms. Coleman $529,206. Amounts also include 2024 RSUs with an aggregate grant date fair value for Mr. Masters of $2,405,535; Messrs. Sheorey, Johnson and Norris $481,107 each; Ms. Anderson $300,763; and Ms. Coleman $264,603. (5)The amount reported for 2024 stock options awards is calculated based on a grant date fair value per share of $48.70 using the Black-Scholes valuation method. (6)The amounts reported reflect the annual incentive payout earned under 2024 AIP that were paid in March 2025. For further information on AIP, please see “2024 Annual Incentive Program (AIP)” beginning on page 46 of this Proxy Statement. (7)All other compensation amounts reported for 2024 include:
Summary Compensation Table
| All Other Compensation | | | | | | | | Name | Company Contributions to Savings Plan | Company Contributions to DCPB | Company Contributions to EDCP | Perquisites (a) | Other Income(b) | Total | | J. Kent Masters, Jr. | $16,675 | $17,250 | $331,486 | $20,350 | | $385,761 | | Neal R. Sheorey | $16,675 | $17,250 | $39,714 | $132,149 | $78,091 | $283,879 | | Melissa H. Anderson | $16,675 | $17,250 | $75,884 | $19,132 | | $128,941 | | Netha N. Johnson, Jr. | $16,675 | $17,250 | $66,590 | $14,550 | | $115,065 | | Eric W. Norris | $16,675 | $17,250 | $89,776 | $20,350 | | $144,051 | | Kristin M. Coleman | $16,675 | $17,250 | $87,081 | $24,745 | $2,813,384 | $2,959,135 |
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 and Norris; $11,582 for Ms. Anderson; and $19,395 for Ms. Coleman; annual credit card fees of $550 paid by the Company on behalf of each NEO; matching donations for qualified charitable contributions in the amount of $4,000 for Ms. Anderson and $2,000 for Ms. Coleman; relocation expenses in the amount of $111,799 for Mr. Sheorey; executive health services in the amount of $5,800 for Messrs. Masters, Sheorey and Norris; $3,000 for Ms. Anderson; and $2,800 for Ms. Coleman. (b) Mr. Sheorey received relocation tax gross ups in the amount of $78,091. Ms Coleman received the following payments as a result of her termination: severance of $1,763,100; and accelerated equity $1,050,284.
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, PSUs, RSU and other incentive awards, all of which may be made subject to the attainment of performance goals 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 2024 LTIP Awards were made to our NEOs on February 22, 2024 under the 2017 Incentive Plan. These awards consisted of PSUs, RSUs and stock options. Subject to certain acceleration provisions as described in “Potential Payments Upon Termination” beginning on page 69: •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 “2024 Compensation Decisions and Outcomes” beginning on page 46 of this Proxy Statement. The following table provides information regarding equity and non-equity awards granted to our NEOs during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards
| 2024 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) (#) | Exercise or Base Price per Option Award ($/Sh) | Grant Date 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 | | $787,500 | $2,100,000 | $4,200,000 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 51,335 | $118.18 | $2,500,015 | | | RSUs | 2/22/2024 | | | | | | | 21,155 | | | $2,405,535 | | | PSUs rTSR | 2/22/2024 | | | | 6,347 | 21,155 | 42,310 | | | | $3,069,802 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 6,347 | 21,155 | 42,310 | | | | $2,405,535 | | Neal R. Sheorey | AIP | | $180,000 | $480,000 | $960,000 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 10,267 | $118.18 | $500,003 | | | RSUs | 2/22/2024 | | | | | | | 4,231 | | | $481,107 | | | PSUs rTSR | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $613,960 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $481,107 | | Melissa H. Anderson | AIP | | $165,375 | $441,000 | $882,000 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 6,417 | $118.18 | $312,508 | | | RSUs | 2/22/2024 | | | | | | | 2,645 | | | $300,763 | | | PSUs rTSR | 2/22/2024 | | | | 794 | 2,645 | 5,290 | | | | $383,816 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 794 | 2,645 | 5,290 | | | | $300,763 | | Netha N. Johnson, Jr. | AIP | | $190,971 | $509,257 | $1,018,514 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 10,267 | $118.18 | $500,003 | | | RSUs | 2/22/2024 | | | | | | | 4,231 | | | $481,107 | | | PSUs rTSR | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $613,960 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $481,107 | | Eric W. Norris | AIP | | $192,054 | $512,144 | $1,024,288 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 10,267 | $118.18 | $500,003 | | | RSUs | 2/22/2024 | | | | | | | 4,231 | | | $481,107 | | | PSUs rTSR | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $613,960 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 1,269 | 4,231 | 8,462 | | | | $481,107 | | Kristin M. Coleman | AIP | | $195,900 | $522,400 | $1,044,800 | | | | | | | | | | Options | 2/22/2024 | | | | | | | | 5,647 | $118.18 | $275,009 | | | RSUs | 2/22/2024 | | | | | | | 2,327 | | | $264,603 | | | PSUs rTSR | 2/22/2024 | | | | 698 | 2,327 | 4,654 | | | | $337,671 | | | PSUs Adj. ROIC | 2/22/2024 | | | | 698 | 2,327 | 4,654 | | | | $264,603 |
Grants of Plan-Based Awards
______________________________________________ (1)The 2024 awards were granted on the same day as 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 2024 AIP. 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 51 of this Proxy Statement. (4)Excluding Mr. Masters, the awards in this column vest in full on the third anniversary of the grant date, subject to continued employment. Mr. Masters awards vest in full on 12/31/2025. (5)Excluding Mr. Masters, the awards in this column have a 10-year term and vest in full on the third anniversary of the grant date. Mr. Masters awards have a 10-year term and vest in full on 12/31/2025. (6)The amounts reported in this column represent the grant date fair value of the awards granted to our NEOs in 2024 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, 2024.
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 RSUs and non-vested PSUs for the NEOs outstanding as of the end of the fiscal year ended December 31, 2024.
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. | 2/22/2024 | | 51,335 | $118.18 | 2/21/2034 | 21,155 | $1,821,022 | 6,347(6) | $546,350 | | | 2/22/2024 | | | | | | | 6,347(7) | $546,350 | | | 2/24/2023 | | 25,340 | $249.52 | 2/23/2033 | 10,020 | $862,522 | 3,006(6) | $258,756 | | | 2/24/2023 | | | | | | | 10,020(7) | $862,522 | | | 2/25/2022 | — | 25,794 | $191.95 | 2/24/2032 | | | 2,540(6) | $218,643 | | | 2/25/2022 | | | | | | | 16,932(7) | $1,457,507 | | | 2/26/2021 | 27,823 | | $157.21 | 2/25/2031 | | | | | | Neal Sheorey | 2/22/2024 | | 10,267 | $118.18 | 2/21/2034 | 4,231 | $364,204 | 1,269(6) | $109,236 | | | 2/22/2024 | | | | | | | 1,269(7) | $109,236 | | | 11/6/2023 | | | | | 3,906(3) | $336,228 | | | | Melissa Anderson | 2/22/2024 | | 6,417 | $118.18 | 2/21/2034 | 2,645 | $227,682 | 794(6) | $68,348 | | | 2/22/2024 | | | | | | | 794(7) | $68,348 | | | 2/24/2023 | | 3,168 | $249.52 | 2/23/2033 | 1,253 | $107,858 | 376(6) | $32,366 | | | 2/24/2023 | | | | | | | 1,253(7) | $107,858 | | | 2/25/2022 | | 4,366 | $191.95 | 2/24/2032 | 1,433 | $123,353 | 430(6) | $37,014 | | | 2/25/2022 | | | | | | | 2,866(7) | $246,705 | | | 2/26/2021 | 3,795 | | $157.21 | 2/25/2031 | 1,791 | $154,169 | | | | Netha N. Johnson, Jr. | 2/22/2024 | | 10,267 | $118.18 | 2/21/2034 | 4,231 | $364,204 | 1,269(6) | $109,236 | | | 2/22/2024 | | | | | | | 1,269(7) | $109,236 | | | 2/24/2023 | | 5,068 | $249.52 | 2/24/2033 | 2,004 | $172,504 | 601(6) | $51,734 | | | 2/24/2023 | | | | | | | 2,004(7) | $172,504 | | | 2/25/2022 | | 5,358 | $191.95 | 2/25/2032 | 1,759 | $151,415 | 528(6) | $45,450 | | | 2/25/2022 | | | | | | | 3,518(7) | $302,829 | | | 2/26/2021 | 5,565 | | $157.21 | 2/25/2031 | 2,625 | $225,960 | | | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | | | | | | | 2/26/2019 | 7,218 | | $91.00 | 2/25/2029 | | | | | | Eric W. Norris | 2/22/2024 | | 10,267 | $118.18 | 2/21/2034 | 4,231 | $364,204 | 1,269(6) | $109,236 | | | 2/22/2024 | | | | | | | 1,269(7) | $109,236 | | | 2/24/2023 | | 5,068 | $249.52 | 2/24/2033 | 2,004 | $172,504 | 601(6) | $51,734 | | | 2/24/2023 | | | | | | | 2,004(7) | $172,504 | | | 2/25/2022 | | 5,358 | $191.95 | 2/25/2032 | 1,759 | $151,415 | 528(6) | $45,450 | | | 2/25/2022 | | | | | | | 3,518(7) | $302,829 | | | 2/26/2021 | 5,565 | | $157.21 | 2/25/2031 | 2,625 | $225,960 | | | | | 2/28/2020 | 12,421 | | $81.85 | 2/27/2030 | | | | | | | 2/26/2019 | 7,669 | | $91.00 | 2/25/2029 | | | | | | Kristin Coleman | 2/22/2024 | | 1,255 | $118.18 | 2/21/2034 | | | 194(6) | $16,700 | | | 2/22/2024 | | | | | | | 194(7) | $16,700 | | | 2/24/2023 | | 1,549 | $249.52 | 2/23/2033 | | | 203(6) | $17,474 | | | 2/24/2023 | | | | | | | 675(7) | $58,104 |
Outstanding Equity Awards at Fiscal Year-End
(1)Excluding Mr. Masters, the stock options have a maximum 10-year term and cliff vest 100% on the 3rd anniversary of the grant date. Mr. Masters' 2022 stock options are 100% vested, however the options become exercisable on the 3rd anniversary date of the grant. Mr. Masters' 2023 and 2024 stock options cliff vest 100% and become exercisable on 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 final tranche of the RSUs granted in 2021 vest on the 4th anniversary of the grant date. The final tranche of the 2021 adjusted ROIC PSUs vest on January 1, 2025. The RSUs granted in 2022 and after vest 100% on the 3rd anniversary of the grant date. Mr. Masters' 2023 and 2024 RSUs vest on 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 vest one-third each year on the anniversary date of the grant. (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 31, 2024, which was $86.08. (5)Excluding Mr. Masters, subject to the performance metrics being met, PSUs vest 100% on the 3rd anniversary of the grant date. Subject to the achievement of the performance metrics being met, Mr. Masters' 2022 PSUs were fully vested as of December 31, 2024; Mr. Masters' 2023 and 2024 PSUs vest on the earlier of December 31, 2025 or the date a successor CEO is appointed. (6)Amounts for the 2024, 2023 and 2022 rTSR PSUs are based are based upon threshold. (7)Amounts for the 2024 adjusted ROIC is based upon threshold; amounts for the 2023 adjusted ROIC PSUs are based upon target and amounts for the 2022 adjusted ROIC PSUs are based upon maximum. (8)The estimated value is based on the unvested PSUs multiplied by the closing price of the Company's common stock on December 31, 2024, which was $86.08.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table presents information concerning the exercise of stock options and the vesting of stock (including RSUs and PSUs) for the NEOs during the fiscal year ended December 31, 2024.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | J. Kent Masters, Jr. | — | $— | 17,930 | $2,105,036 | | Neal R. Sheorey | — | $— | 1,954 | $188,717 | | Melissa H. Anderson | — | $— | 4,993 | $606,188 | | Netha N. Johnson, Jr. | — | $— | 11,025 | $1,505,911 | | Eric W. Norris | — | $— | 11,025 | $1,505,911 | | Kristin M. Coleman | — | $— | 10,526 | $1,050,284 |
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.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The EDCP covers executives, including the NEOs, who are limited in how much they can contribute to tax-qualified deferred compensation plans (such as the Savings Plan). We maintain this plan to be competitive and encourage executives to save for their retirement. A participant in the EDCP may defer up to 50% of base salary and/or up to 100% of cash incentive awards (net of FICA and Medicare taxes due). We also provide for employer contributions in the EDCP to provide executives with the same proportional benefits as are provided to all other employees, but which cannot be provided under our tax-qualified plan because of statutory limitations that apply under that plan. The EDCP also provides for a supplemental benefit of 5% of compensation in excess of amounts that may be recognized under the tax-qualified Savings Plan and of the cash incentive bonus award paid during the year. Our NEOs, regardless of hire date, participate in the same tax-qualified Savings Plan and EDCP. This defined contribution plan design provides all participating employees the opportunity to receive a Company contribution of 11% of their base and bonus earnings for the calendar year if they contribute at least 9% of their base and bonus earnings to the Savings Plan and EDCP. Such Company contributions go into the tax-qualified Savings Plan up to the compensation and benefit limitations under the IRC and after that are credited to an EDCP account. Amounts credited under the EDCP are credited daily with investment gains and losses as if such amounts were invested in one or more of the plan’s investment options. Accounts are generally paid at the time and in the form specified by participants when they make deferral elections, or upon a participant’s earlier death or disability. The following table presents information concerning our NEOs’ benefits under the EDCP.
Nonqualified Deferred Compensation
| 2024 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. | $— | $331,486 | $65,818 | $— | $1,449,608 | | Neal R. Sheorey | $— | $39,714 | $562 | $— | $40,152 | | Melissa H. Anderson | $98,166 | $75,884 | $64,541 | $— | $707,594 | | Netha N. Johnson, Jr. | $— | $66,590 | $57,611 | $— | $628,294 | | Eric W. Norris | $— | $89,776 | $75,158 | $— | $720,759 | | Kristin M. Coleman | $47,016 | $87,081 | $38,758 | $— | $272,208 |
Nonqualified Deferred Compensation
(1)Amounts reflected are based on activities recorded by Merrill Lynch, the plan’s recordkeeper, as of December 31, 2024 and include contributions to the EDCP that were deferred in 2024. (2)Amounts are reported as compensation to the NEOs in the 2024 Summary Compensation Table. (3)Amounts reflected are based on aggregate earnings and gain/loss in fiscal 2024.None of these amounts were reported in the 2024 Summary Compensation Table. (4)Amounts include amounts that have been reported in the Summary Compensation Table as compensation for a prior fiscal year as follows: Mr. Masters, $998,253; Mr. Johnson, $423,855; Mr. Norris, $370,608; and Ms. Coleman, $48,906.
Potential Payments upon Termination
Potential Payments upon Termination
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. Our other NEOs also are eligible to receive certain payments and benefits in the event of a termination of employment under our severance program and the standard terms of our equity awards. Our NEOs, including Mr. Masters, are eligible to receive these severance payments only if the termination occurs outside of the two-year period following a “change in control.” For details on these arrangements, see “NEO Employment Agreements” beginning on page 61 of this Proxy Statement. Separation of Ms. Coleman In 2024, Ms. Coleman separated from the Company in an involuntary termination not for cause situation. Consistent with the severance benefits described in “NEO Employment Agreements” beginning on page 61, Ms. Coleman received severance payments as reported in the Summary Compensation Table on page 60 of this Proxy Statement, which included (i) a cash payment equal to 1.5 times the sum of her base salary and AIP target opportunity for 2024 and (ii) the accelerated vesting of 10,526 RSUs and 2,804 stock options (which remain exercisable under the original terms of each grant) and (iii) the continued vesting of 2,644 PSUs subject to future payout only if the applicable performance conditions are achieved (all such equity amounts prorated based on her time of service under each award). Ms. Coleman is also eligible to receive outplacement assistance benefits for a period of one year.
Payments Upon Termination After a Change in Control
Payments Upon Termination After a Change in Control The Company has entered into change in control arrangements with each NEO as described below. CEO Change in Control Severance Agreement In 2023, the Company and Mr. Masters entered into an Amended and Restated Severance Compensation Agreement (the “2023 CIC Agreement”), which provides that in the event of a termination without Cause or “Good Reason” within two years following a Change in Control (each as defined in the 2023 CIC Agreement), Mr. Masters would be entitled to (i) a cash payment equal to three times the sum of his annual base salary and target annual bonus, (ii) a cash payment equal to a pro-rated AIP opportunity for the year of termination based on the Company’s actual level of performance, (iii) accelerated vesting of pension benefit credits and deferred compensation amounts (including earnings accrued on such amounts), (iv) two years of Company-paid continued coverage under COBRA, (v) two years of financial counseling benefits (at a maximum value of $12,500 per year), (vi) Company-covered outplacement counseling for two years in an amount up to $25,000 and (vii) reimbursement of expenses related to his relocation from North Carolina. The 2023 CIC Agreement includes a perpetual confidentiality covenant and three-year post-employment non-competition and non-solicitation covenants. In the event any of any payments or benefits provided for under his 2023 CIC Agreement, or otherwise payable to Mr. Masters, would constitute “parachute payments” within the meaning of Section 4999 of the IRC, Mr. Masters would be entitled to receive either full payments of the benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to Mr. Masters. The 2023 CIC Agreement does not entitle Mr. Masters to any kind of gross-up payment or excise tax reimbursement from the Company. NEO Change in Control Severance Agreements The Company and each NEO (other than the CEO) have entered into Change in Control Agreements (the “Executive CIC Agreements”) which provide that in the event of a termination without “Cause” or “Good Reason” within two years following a Change in Control (each as defined in the CIC Agreements), the NEO would be entitled to (i) a cash payment equal to two times the sum of their annual base salary and target annual bonus, (ii) a cash payment equal to a pro-rated AIP opportunity for the year of termination based on the Company’s actual level of performance, (iii) accelerated vesting of pension benefit credits and deferred compensation amounts (including earnings accrued on such amounts), (iv) two years of Company-paid continued coverage under COBRA, (v) two years of financial counseling benefits (at a maximum value of $12,500 per year), (vi) Company-covered outplacement counseling for two years in an amount up to $25,000 and (vii) reimbursement of expenses related to relocation under certain circumstances. The Executive CIC Agreements include a perpetual confidentiality covenant and two-year post-employment non-competition and non-solicitation covenants. In addition, in the event any of any payments or benefits provided for under the NEOs' Executive CIC Agreement, or otherwise payable to an NEO, would constitute “parachute payments” within the meaning of Section 4999 of the IRC, the NEO would be entitled to receive either full payments of the benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. The employment agreement does not entitle the NEOs to any kind of gross-up payment or excise tax reimbursement from the Company. For purposes of the 2023 CIC Agreement and Executive CIC 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 the Company's 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 the Company's 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 such severance compensation agreement or any other written agreement between the executive and the Company. For purposes of the 2023 CIC Agreement and Executive CIC 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
Payments Upon Termination After a Change in Control
•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.
Potential Post-Employment Payments
| Impact of Termination Outside of a Change in Control on Outstanding Equity Awards | | | | | Scenario | RSUs | stock options | PSUs | | Termination by the Company not for “Cause” or by NEO with “Good Reason” | Prorated vesting at the qualifying termination event, with proration equal to 1/36th of the grant for each full month of service during the vesting period. Stock Options are exercisable at the 3rd anniversary of the grant date and no later than the expiration date. | | Earned on a prorated basis equal to 1/36th of the grant for each full month of service during the performance period. Vesting as of the award date. | | Death or Disability | | | | | Retirement | | | | | Voluntary Resignation | Forfeited | | | | Termination for “Cause” | Forfeited | | |
Potential Post-Employment Payments
| Impact of Termination Due to a Change in Control on Outstanding Equity Awards | | | | | Scenario | RSUs | stock options | PSUs | | CIC + termination of employment (by the Company not for “Cause” or by NEO with “Good Reason” or upon death) | Full and accelerated vesting | Full and accelerated vesting | PSUs vest in full at target | | CIC + continuation of employment and Albemarle is no longer publicly traded | • Replace with an award with same value or accelerate vesting for award if rather than convert at the same value and conditions • If NEO is terminated by the Company not for “Cause” or by NEO with “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 | | CIC + continuation of employment and Albemarle continues to be publicly traded | • No change to the existing vesting schedule • If NEO is terminated by the Company not for “Cause” or by NEO with “Good Reason” within two years of the CIC, accelerated vesting of time-based equity occurs | | PSUs vest in full at target |
Estimated Post-Employment Benefits and Payments
| Potential Payments Upon Termination or Change in Control | | | | | | | Name | Type of Payment or Benefit | Qualifying Termination Event - Involuntary Term without Cause | Qualifying Termination Event -Disability | Qualifying Termination Event - Death | Change in Control(1) | | J. Kent Masters, Jr. | Severance Payment | $7,000,000 | | | $10,500,000 | | | AIP | $2,201,850 | $2,201,850 | | $2,201,850 | | | PSUs | $— | $5,367,088 | $— | $5,367,088 | | | RSUs | $2,683,544 | $2,683,544 | $2,683,544 | $2,683,544 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | $439,881 | | | $464,881 | | | Total | $12,325,275 | $10,252,482 | $2,683,544 | $21,217,363 | | Neal R. Sheorey | Severance Payment | $1,620,000 | | | $2,160,000 | | | AIP | | $503,280 | | $503,280 | | | PSUs | $— | $— | $242,918 | $728,409 | | | RSUs | $115,261 | $700,433 | $700,433 | $700,433 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | | | | $68,402 | | | Total | $1,735,261 | $1,203,713 | $943,351 | $4,160,524 | | Melissa H. Anderson | Severance Payment | $992,252 | | | $1,984,500 | | | AIP | | $462,389 | | $462,389 | | | PSUs | $349,485 | $349,485 | $645,256 | $1,143,917 | | | RSUs | $297,148 | $503,482 | $503,482 | $510,282 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | | | | $76,706 | | | Total | $1,638,885 | $1,315,356 | $1,148,738 | $4,177,794 | | Netha N. Johnson, Jr. | Severance Payment | $1,718,741 | | | $2,291,655 | | | AIP | | $487,274 | | $487,274 | | | PSUs | $453,469 | $453,469 | $926,393 | $1,678,302 | | | RSUs | $425,063 | $755,094 | $755,094 | $763,444 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | | | | $111,896 | | | Total | $2,597,273 | $1,695,837 | $1,681,487 | $5,332,571 | | Eric W. Norris | Severance Payment | $1,728,487 | | | $2,304,649 | | | AIP | | $573,730 | | $573,730 | | | PSUs | $453,469 | $453,469 | $926,393 | $1,678,302 | | | RSUs | $425,063 | $755,094 | $755,094 | $763,444 | | | Stock Options | $— | $— | $— | $— | | | Benefits(2) | | | | $110,599 | | | Total | $2,607,019 | $1,782,293 | $1,681,487 | $5,430,724 |
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, 2024. 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, 2024 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, 2024. ◦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 2024. ◦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 base cash compensation amount. We identified 122 employees, as of November 15, 2024, that were paid this median base cash compensation amount. For each of these employees, we determined total compensation paid for the year-ended December 31, 2024 (calculated in accordance with Item 402(c)(2)(x) of Regulation S-K) and selected the median employee of this employee subset as our median employee for 2024. That median employee's total compensation was $67,663 for the year ended December 31, 2024 (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, 2024 was $14,368,498. Accordingly, for the year ended December 31, 2024, the ratio of our CEO’s total compensation to that of our median employee is 212:1. The ratio is reflective of the majority of our workforce being employed in countries with significantly lower wages then the US, where the CEO resides. 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.
SEC Disclosure on Pay versus Performance
SEC Disclosure on Pay versus Performance Albemarle and the 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 five fiscal years and total shareholder return relative to our Peer Group (as defined below) for the same period. 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 selected measures of market and financial performance.
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 five 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, fiscal years 2020-2023 and fiscal years 2020-2024.
Pay Versus Performance Table
| 2024 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) | | | | 2024 | $14,368,498 | N/A | $4,401,575 | N/A | $3,479,959 | $1,603,421 | $125 | $126 | $(1,316) | $1,140 | | 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 |
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.2024: Neal R. Sheorey, Melissa H. Anderson, Netha N. Johnson, Jr., Eric W. Norris and Kristin M. Coleman. b.2023: Neal R. Sheorey, Kristin M. Coleman, Netha N. Johnson, Jr., Eric W. Norris, Raphael G. Crawford, Sean O'Hollaren and Scott A. Tozier c.2022: Scott A. Tozier, Kristin M. Coleman, Netha N. Johnson, Jr. and Eric W. Norris d.2021: Scott A. Tozier, Netha N. Johnson, Jr., Karen G. Narwold and Eric W. Norris e.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.
Pay Versus Performance Table
| Year | Pension | Equity Awards | | | | | | | | | Pension Service Cost | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 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 | | | | | | | | | | 2024 | N/A | $5,362,183 | $(4,341,122) | $— | $— | $(607,097) | $— | $413,964 | | Non-PEO NEO Average | | | | | | | | | | 2024 | N/A | $797,054 | $(629,979) | $10,337 | $(196,199) | $(106,033) | $— | $(124,820) |
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, 2020-2023, and 2020-2024), 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.

DEF 14A of Albemarle Corp

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Proposal 1 – Election of Directors

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

DIRECTOR COMPENSATION

Director Compensation Table

Director Compensation Table

Director Compensation Table

Directors and Executive Officers

Directors and Executive Officers

Directors and Executive Officers

Advisory Shareholder Say-on-Pay Vote

Committee Actions in Aligning Pay and Performance

Alignment of Executive Pay and Performance

Executive Compensation Philosophy and Principles

Executive Compensation Philosophy and Principles

Key Elements of Compensation Focus on Performance

Key Elements of Compensation Focus on Performance

Performance Metrics

Performance Metrics

Performance Metrics

Use of an Independent Compensation Consultant

Use of Market Data

Use of Market Data

Use of Market Data

Use of Market Data

Use of Market Data

Metric Selection and Goal Setting

2024 Annual Incentive Program (AIP)

Specialties Plan

Specialties Plan

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

Long Term Incentives

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

2024 LTIP Grants

Post-Termination Payments

Equity Grant Policy

Taxation of “Parachute” Payments and Deferred Compensation

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Option Exercises and Stock Vested

Option Exercises and Stock Vested