DEF 14A of LyondellBasell Industries N.V.
Filed Apr 11, 2025 · FY20240001308179-25-000443
(Amendment No. )
| April 11, 2025 Dear fellow shareholders, On behalf of the Board of Directors of LyondellBasell Industries N.V. (“LYB” or the “Company”), I am pleased to present our 2025 proxy statement. SHARPENING OUR FOCUS In 2024, we made significant strides on our transformation journey despite challenging market conditions. Our strategy helped sharpen our focus and guide LYB through volatile market cycles, balancing short-term priorities with long-term value creation. We generated $3.8 billion in cash from operating activities and returned $1.9 billion to our shareholders through dividends and share repurchases, marking our fourteenth consecutive year of annual dividend growth. GROWING AND UPGRADING THE CORE We continue to focus on investing in and developing our core businesses and competitively advantaged technologies that offer high returns and build on our strengths. Our cost discipline and strategic approach to portfolio management allowed us to monetize divestitures, free up working capital, and reduce capital expenditures to support reinvestment in our core businesses. Last year, we closed the divestiture of our ethylene oxide and derivatives business, completed the acquisition of our new propylene and polypropylene joint venture in Saudi Arabia, and launched a strategic review of our European assets. INVESTING IN TOMORROW We continue to pursue our climate and circularity ambitions. In 2024, we secured power purchase agreements (PPAs) with an aggregate generation capacity that will enable us to meet our 2030 goal of procuring at least 50 percent of our electricity from renewable sources, based on 2020 procured levels. We also made significant progress on our goal to build a profitable Circular and Low Carbon Solutions (CLCS) business. In 2024, we acquired mechanical recycling assets in Southern California, formed a plastics recycling joint venture in Southern China, and celebrated the important milestone of laying the foundation for our first catalytic chemical recycling plant in Wesseling, Germany. CHAMPIONING PEOPLE All our achievements reflect the hard work of our employees, who are at the heart of everything we do. We remain committed to GoalZERO, our company-wide safety culture that aims to achieve zero injuries, zero incidents, and zero accidents across all operations. In 2024, we maintained our track record of strong safety performance, with a total recordable incident rate of 0.127 and a process safety incident rate of 0.021. Seventy of our manufacturing sites achieved GoalZero, and seventy-two manufacturing sites were injury-free. We also advanced our employee engagement efforts through our eight global employee networks, including two new networks, Sustainability and Veterans, added in 2024. BOARD AND LEADERSHIP In May 2024, we welcomed Bridget Karlin to our Board, bringing extensive experience in enterprise-wide digital technology to our Board. In November 2024, we announced the promotion of Agustin Izquierdo to CFO effective March 2025, succeeding Michael McMurray. We are grateful for Michael’s significant contributions to LYB over the past five years. SHAREHOLDER VOTING Our Board, which I am proud to chair, continues to serve LYB and our shareholders through strong oversight, strategic guidance, and commitment to our values. Your vote is important, and we encourage you to read the attached proxy statement and cast your vote as soon as possible to ensure your shares are represented at the meeting. Thank you for your investment in LYB. JACQUES AIGRAIN Chair of the Board | $3.8B CASH FROM OPERATING ACTIVITIES $1.9B RETURNED TO SHAREHOLDERS |
April 11, 2025
| Proxy Statement Summary | 5 | | Item 1. Election of Directors | 8 | | Corporate Governance | 17 | | Director Compensation | 35 | | Item 2. Discharge of Directors from Liability | 37 | | Item 3. Adoption of Dutch Statutory Annual Accounts | 37 | | Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory Annual Accounts | 38 | | Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm | 38 | | Audit Committee Report | 40 | | Item 6. Advisory Vote on Executive Compensation (Say-On-Pay) | 41 | | Compensation Discussion and Analysis | 43 | | Compensation Committee Report | 60 | | Compensation Tables | 61 | | Potential Payments Upon Termination or Change in Control | 71 | | Equity Compensation Plan Information | 75 | | CEO Pay Ratio | 76 | | Pay Versus Performance | 77 | | Item 7. Authorization to Conduct Share Repurchases | 80 | | Item 8. Cancellation of Shares | 81 | | Securities Ownership | 82 | | Questions and Answers about the Annual General Meeting | 86 | | Appendix A: Reconciliation of Non-GAAP Financial Measures | 91 |
April 11, 2025
| 2024 Annual Bonus Payout | | |
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BY MAIL LyondellBasell Industries N.V. c/o Corporate Secretary 4th Floor, One Vine Street London W1J 0AH, United Kingdom 2025 Nominees to the Board On the recommendation of the Nominating and Governance Committee, the Board has nominated each of the twelve directors elected by shareholders at our 2024 annual general meeting. In evaluating these nominees, the Nominating and Governance Committee considered the results of the 2024 Board evaluation conducted by an independent outside consultant, as well as each nominee’s background and skill set. These twelve individuals have a diverse array of expertise, experience, and leadership skills that support the Company’s strategy. Each nominee has consented to serve as a director if elected. We introduce our twelve nominees below.
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| 10 | LyondellBasell | 2025 Proxy Statement |
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| | Jacques Aigrain, 70 French-Swiss Non-Executive Director since 2011; Chair since 2018 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee ● Finance Committee |
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Mr. Aigrain is our Chair of the Board and a retired Senior Advisor and Partner of Warburg Pincus, a global private equity firm. Prior to joining Warburg Pincus in 2013, Mr. Aigrain spent nine years at SwissRe AG, a publicly traded insurance company, including as Chief Executive Officer, and 20 years in global leadership roles at J.P. Morgan in New York, London and Paris. He also has many years of experience as a director of public and multinational organizations, including The London Stock Exchange Group plc, WPP plc, a multinational advertising and public relations company, and currently, Clearwater Analytics Holdings Inc., a maker of financial software products. He also currently serves as chair of the board of TradeWeb Markets Inc., an international financial services company. He holds a doctorate in economics from Université Paris-Sorbonne and a master’s in economics from Université Paris Dauphine – PSL. Mr. Aigrain’s more than 30 years of financial services and management background, including extensive executive and board experience, provide him with expertise in strategy development and implementation, mergers and acquisitions, finance, and capital markets. Additionally, he brings substantial knowledge of board and governance matters to the Board.
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| Skills And Qualifications | | | | ● Industry Experience | ● Corporate Finance | ● Risk Management | | ● Corporate Strategy | ● CEO Experience | ● Public Company Director | | ● Mergers & Acquisitions | ● Corporate Governance | ● International Operations | | ● Capital Markets | | |
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| Other Current Public Directorships | Former Public Directorships | | ● Clearwater Analytics Holdings Inc. (since 2021) | ● The London Stock Exchange Group plc (2013-2022) | | ● TradeWeb Markets Inc. (since 2022) | ● WPP plc (2013-2022) |
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| | Lincoln Benet, 61 American-British Non-Executive Director since 2015 | INDEPENDENT Committees ● Nominating and Governance Committee ● Finance Committee (Chair) |
Biography
Biography Mr. Benet has served as Chief Executive Officer of Access Industries, a privately held industrial group with world-wide holdings, since 2006. Prior to joining Access, he spent 17 years at Morgan Stanley, including as Managing Director. Mr. Benet also has experience serving on the boards of several privately held and publicly traded companies, including those in the investment, music and publishing, oil and gas pipes and tubing, cement, sports media, and petrochemicals industries. As a result of this background, he brings to our Board a working knowledge of global markets, mergers and acquisitions, executive management, strategic planning, and corporate strategy, as well as extensive experience with international finance and corporate finance matters, including treasury, insurance, and tax. Mr. Benet received his M.B.A. from Harvard Business School and his B.A. in Economics from Yale University. Mr. Benet possesses significant experience advising and managing publicly traded and privately held enterprises and brings substantial knowledge of corporate finance and strategic business planning activities to the Board.
Biography
| Skills And Qualifications | | | | ● Corporate Strategy | ● Corporate Governance | ● Capital Markets | | ● Mergers & Acquisitions | ● Corporate Finance | ● CEO Experience | | ● International Operations | ● Risk Management | ● Public Company Director | | ● Human Capital Management | ● Technology & Innovation | ● Public Policy & Compliance | | Other Current Public Directorships | | | | ● Warner Music Group Corp. (since 2011; public since 2020) | | |
Biography
| 2025 Proxy Statement | LyondellBasell | 11 |
Biography
| | Robin Buchanan, 73 British Non-Executive Director since 2011 | INDEPENDENT Committees ● HSE&S Committee ● Nominating and Governance Committee |
Biography
Mr. Buchanan has previously served as Dean and President of London Business School, the Chairman of PageGroup plc, a global specialist recruitment company, a director of Schroders plc, a global asset management firm, a director of Cicap Ltd, a global private equity firm, and a director of Bain & Company Inc., a global business consulting firm. Prior to that, he served as the Managing Partner of Bain in the UK and Senior Partner for the UK and South Africa. Until August 2023, Mr. Buchanan also served as an advisor to Access Industries and Non-Executive Chairman of its Advisory Board. Mr. Buchanan’s experience as a board member of publicly traded, private, and charitable companies, Dean of a leading Business School, and long tenure with Bain provide him with deep experience in strategy, leadership, board effectiveness, business development, and acquisitions across most industry sectors, including considerable involvement with chemicals and energy in Europe. He also brings a wealth of experience in board and governance matters, particularly as related to multi-national companies. Mr. Buchanan is a Chartered Accountant and a published author on strategy, acquisitions, leadership, board effectiveness, corporate governance, and compensation. Mr. Buchanan received his FCA from the Institute of Chartered Accountants in England & Wales and his M.B.A. with High Distinction from Harvard Business School.
Biography
| Skills And Qualifications | | | | ● Industry Experience | ● International Operations | ● Public Company Director | | ● Corporate Strategy | ● Leadership Development | ● Human Capital Management | | ● Mergers & Acquisitions | ● Executive Management | ● Corporate Governance | | ● Corporate Finance | ● Risk Management | ● Corporate Accounting | | Former Public Directorships | | | | ● Schroders plc (2010-2019) | | |
Biography
| | Anthony Chase, 70 American Non-Executive Director since 2021 | INDEPENDENT Committees ● Audit Committee ● C&TD Committee |
Biography
Biography Mr. Chase is the Chairman and Chief Executive Officer of ChaseSource, L.P., a staffing, facilities management, and real estate development firm founded by him in 2006 and recognized as one of the nation’s largest minority-owned businesses by Black Enterprise Magazine. Prior to ChaseSource, Mr. Chase founded and sold three successful ventures: Chase Radio Partners, Cricket Wireless and ChaseCom. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principle Toyota dealership in greater Memphis. He currently serves as a director of Cullen/Frost Bankers, Inc., a financial holding company, Nabors Industries, an operator of drilling rig fleets and provider of offshore platform rigs, and National Energy Services Reunited Corp, an oilfield service provider. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center, a member of the Council on Foreign Relations, and serves on the board of numerous Houston-based non-profits including the Houston Endowment, the Greater Houston Partnership, the Greater Houston Community Foundation, the M.D. Anderson Board of Visitors, and the Texas Medical Center. He previously served as Deputy Chairman of the Federal Reserve Bank of Dallas. Mr. Chase is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. He has received many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s 2015 Entrepreneur of the Year, NAACP 2013 Mickey Leland Humanitarian Award, GHP 2013 Bob Onstead Leadership Award, the 2012 Whitney M. Young Jr. Service Award, Ernst & Young’s Entrepreneur of the Year Award, Bank of America’s Pinnacle Award and UH Law Center’s Baker Faculty Award.
Biography
| Skills And Qualifications | | | | ● CEO Experience | ● HSE Experience | ● Corporate Finance | | ● Risk Management | ● Corporate Strategy | ● Public Company Director | | ● Mergers & Acquisitions | ● Corporate Governance | ● Human Capital Management | | ● Public Policy & Compliance | ● Technology & Innovation | |
Biography
| Other Current Public Directorships | Former Public Directorships | | ● Nabors Industries Ltd. (since 2019) | ● Par Pacific Holdings, Inc. (2021-2024) | | ● Cullen/Frost Bankers, Inc. (since 2020) | ● Heritage-Crystal Clean, Inc. (2020-2022) | | ● National Energy Services Reunited Corp (since 2024) | ● Anadarko Petroleum Corporation (2014-2019) |
Biography
| 12 | LyondellBasell | 2025 Proxy Statement |
Biography
| | Robert Dudley, 69 American-British Non-Executive Director since 2021 | INDEPENDENT Committees ● Finance Committee ● HSE&S Committee |
Biography
Mr. Dudley is Chairman of the international industry-led Oil and Gas Climate Initiative, which aims to accelerate the oil and gas industry’s response to climate change, and Chair of the Accenture Global Energy Board. He served as the Group Chief Executive of BP plc, a global energy provider, from 2010 to 2020. He was appointed to the board of BP in 2009, and previous executive roles with BP include Alternative and Renewable Energy activities and responsibility for BP’s upstream business in Russia, the Caspian region, and Africa. Mr. Dudley is a Fellow of the Royal Academy of Engineering, and received an M.B.A. from Southern Methodist University and a B.S. in Chemical Engineering from the University of Illinois. As the former CEO of a multinational oil and gas company, he has acquired extensive executive management experience and knowledge of the energy industry, including a leadership role in advancing decarbonization plans and other key sustainability initiatives. He also serves as chairman of the board of Axio, a leading SaaS provider of cyber risk management and quantification solutions, and director of 8 Rivers Capital LLC, a private firm leading the invention and commercialization of technologies for the global energy transition. Mr. Dudley has over 40 years of experience in strategic planning, risk management (including risks related to climate change), international operations, and health, safety, environmental and operational matters.
Biography
| Skills And Qualifications | | | | ● CEO Experience | ● Public Company Director | ● Mergers & Acquisitions | | ● Risk Management | ● Climate Expertise | ● Human Capital Management | | ● HSE Experience | ● Corporate Strategy | ● Corporate Governance | | ● Industry Experience | ● International Operations | ● Technology & Innovation | | ● CEO Experience | ● Public Policy & Compliance | |
Biography
| Other Current Public Directorships | Former Public Directorships | | ● Freeport-McMoRan Inc. (since 2021) | ● Rosneft Oil Company (2013-2022) | | ● Saudi Aramco (since 2024) | ● BP plc (2009-2020) |
Biography
| | Claire Farley, 66 American Non-Executive Director since 2014 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee (Chair) |
Biography
Biography Ms. Farley served as a partner at KKR Management, LLC, a global investment firm, from 2013 until her retirement in 2016, and subsequently served as Vice Chair of the Energy business from 2016 to 2017 and Senior Advisor from 2017 to 2022. Prior to joining KKR, Ms. Farley co-founded RPM Energy, a privately-owned oil and natural gas exploration and development company. Before that, she served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from 2002 to 2005, when Randall & Dewey became the oil and gas investment banking group of Jeffries & Company, where she served as Co-President and Senior Advisor from 2005 to 2008. Previously, she served as chief executive officer of Intelligent Diagnostics Corp. from 1999 to 2001, and of Trade-Ranger Inc. from 2001 to 2002. Her oil and gas exploration experience includes positions at Texaco from 1981 to 1999, including as president of worldwide exploration and new ventures, as president of North American production, and as chief executive officer of Hydro-Texaco Inc. Ms. Farley earned a bachelor’s degree from Emory University. She brings to the Board experience in business development, finance, mergers, acquisitions, and divestitures, as well as knowledge of the chemical industry’s feedstocks and their markets. She also has experience in all matters of executive management and a deep understanding of public company and governance matters due to her current and prior service on the boards of companies including Anadarko Petroleum Corporation, Crescent Energy Company, and TechnipFMC.
Biography
| Skills And Qualifications | | | | ● CEO Experience | ● Public Company Director | ● Corporate Finance | | ● Corporate Strategy | ● Capital Markets | ● Mergers & Acquisitions | | ● Risk Management | ● Corporate Governance | ● International Operations | | ● Human Capital Management | | |
Biography
| Other Current Public Directorships | Former Public Directorships | | ● TechnipFMC plc (since 2017) | ● Anadarko Petroleum Corporation (2017-2019) | | ● Crescent Energy Company (since 2021) | |
Biography
| 2025 Proxy Statement | LyondellBasell | 13 |
Biography
| | Rita Griffin, 62 American Non-Executive Director since 2023 | INDEPENDENT Committees ● C&TD Committee ● HSE&S Committee (Chair) |
Biography
Ms. Griffin served as the Chief Operating Officer of Global Petrochemicals at BP plc, one of three main divisions of BP’s downstream business, from 2015 to 2020. Previously, she served in a number of leadership positions within BP plc’s manufacturing, logistics, retail and functional organizations. Ms. Griffin began her career at Amoco and Standard Oil (Indiana), which was acquired by BP plc in 1998. She is a Certified Public Accountant and Certified Managerial Accountant, and received her master of management from Northwestern University and bachelor of business administration in accounting from Northern Illinois University. With over 30 years of experience in global oil and gas and chemicals businesses, Ms. Griffin has considerable experience in developing and implementing strategies and leading substantial transformation programs. She has previously served on the board of directors of Royal Mail Group PLC, an international postal service and courier company, where she provided oversight for environment strategy and implementation, health, safety and security, ethics and compliance, culture and employee engagement, governance and community stakeholder engagement, and customer satisfaction.
Biography
| Skills And Qualifications | | | | ● Industry Experience | ● Public Company Director | ● Executive Management | | ● HSE Experience | ● International Operations | ● Corporate Finance | | ● Capital Project Execution | ● Corporate Strategy | ● Corporate Governance | | ● Mergers & Acquisitions | ● Risk Management | ● Human Capital Management | | Former Public Directorships | | | | ● Royal Mail Group PLC (2016-2022) | | |
Biography
| | Michael Hanley, 59 Canadian Non-Executive Director since 2018 | INDEPENDENT Committees ● Audit Committee (Chair) ● Finance Committee |
Biography
Biography Mr. Hanley has more than 30 years of experience in senior management and finance roles, including as Chief Financial Officer of Alcan, a Canadian mining company and aluminum manufacturer, President and CEO of Alcan’s Global Bauxite and Alumina business group, and Senior Vice President, Operations & Strategy of the National Bank of Canada. He brings strong financial and operational experience, deep knowledge of capital-intensive and process industries, experience with U.S. and international accounting standards, and a broad understanding of international markets. Mr. Hanley also has significant experience on public company boards, including in the roles of lead director, chair of the board, and audit committee chair, and has an appreciation for corporate governance matters and the board’s role in financial oversight. He previously served as chair of the board of EQB Inc., which provides personal and commercial banking services, and as lead director and audit committee chair of Nuvei Corporation and BRP Inc. He is also a member of the Quebec Order of Chartered Professional Accountants. Mr. Hanley received his bachelor of business administration from HEC Montreal.
Biography
| Skills And Qualifications | | | | ● Corporate Finance | ● Corporate Accounting | ● Corporate Governance | | ● Corporate Strategy | ● Capital Markets | ● Human Capital Management | | ● Risk Management | ● HSE Experience | ● Technology & Innovation | | ● International Operations | ● Mergers & Acquisitions | ● Public Policy & Compliance | | ● Public Company Director | ● Executive Management | | | Former Public Directorships | | | | ● EQB Inc. (2022-2024) | | | | ● Nuvei Corporation (2020-2023) | | | | ● BRP, Inc. (2012-2022) | | | | ● Shawcor Ltd. (2015-2021) | | |
Biography
| 14 | LyondellBasell | 2025 Proxy Statement |
Biography
| | Virginia Kamsky, 71 American Non-Executive Director since 2022 | INDEPENDENT Committees ● C&TD Committee ● HSE&S Committee |
Biography
Ms. Kamsky is the Chair and Chief Executive Officer of Kamsky Associates, Inc., a firm she founded in 1980 and the first U.S. advisory firm approved to provide strategic advisory services in China. Ms. Kamsky began her career at Chase Manhattan Bank (now JPMorgan Chase Bank) and served in various capacities of increasing seniority, including as Second Vice President of Chase and head of Chase’s Corporate China Division. She has also served as a member of the US Secretary of the Navy Advisory Panel from 2009 to 2017 and as Chairman and CEO of China Institute in America from 2003 to 2013. She has been awarded the Navy Distinguished Civilian Service Award, the highest honorary award the Secretary of the Navy can confer on a civilian employee, selected as one of America’s 25 Top Asia Hands by Newsweek Magazine, and recognized as an Outstanding Public Company Director by the Financial Times. Ms. Kamsky received a B.A. from Princeton University. She brings to the Board a strong background in strategy and deep knowledge of the Asia-Pacific market. She also has extensive public company board experience, including at W.R. Grace & Co., Sealed Air Corporation, Olin Corporation, Tecumseh Products Company, Foamex International, Tate & Lyle PLC, Shorewood Packaging, Spectrum Brands, Kadem Sustainable Impact Corp. and Dana Incorporated.
Biography
| Skills And Qualifications | | | | ● CEO Experience | ● Public Company Director | ● Corporate Governance | | ● Corporate Strategy | ● Capital Markets | ● Mergers & Acquisitions | | ● Risk Management | ● HSE Experience | ● International Operations | | ● Industry Experience | ● Corporate Finance | ● Human Capital Management | | ● Information Systems & Security | ● Technology & Innovation | ● Public Policy & Compliance | | Former Public Directorships | | | | ● Dana Incorporated (2011-2024) | | | | ● Kadem Sustainable Impact Corp. (2021-2023) | | |
Biography
| | Bridget Karlin, 68 American Non-Executive Director since 2024 | INDEPENDENT Committees ● Audit Committee ● Nominating and Governance Committee ● Finance Committee |
Biography
Biography Ms. Karlin served as the senior vice president of information technology for Kaiser Permanente, one of the nation’s largest not-for-profit health care systems, from 2021 to 2024. Previously, she served as the global chief technology officer and vice president of IBM’s multi-billion-dollar Global Technology Services business from 2017 to 2021. Before joining IBM, she held senior leadership roles at Intel Corporation, as general manager of its Internet of Things division, and prior to that, as general manager of Intel’s Hybrid Cloud business. Additionally, she has served in executive positions at Union Bank, as managing director at Redleaf Venture Capital, and was president and co-founder of Thinque Systems, a pioneer in mobile software deployed in 43 countries. Ms. Karlin has extensive experience leading the strategy, development, and services for a hybrid, multi-cloud enterprise IT environment, leveraging artificial intelligence, automation, security, cloud, and open-source technologies to strengthen resiliency and ensure compliance, and modernizing offerings and capabilities across applications and infrastructure environments. With a career in the technology industry that spans over 30 years, including several executive positions at large international companies, she has considerable experience in advanced technology and enterprise-wide digital transformation. She currently serves on the Executive Board of the Consumer Technology Association, a non-profit organization that represents the U.S. consumer technology industry. Ms. Karlin is a graduate of the University of California and the Harvard Business School Executive Leadership Program, and is a recipient of the 2023 Digital Innovator Award, 2021 Technology Hall of Fame, the 2019 National Technology Humanitarian Award, the 2019 Women in Consumer Technology Legacy Award, the Industrial IoT 5G Innovators Award, the Malcolm Baldrige National Quality Award, and the Bell Labs Technology Innovator Award.
Biography
| Skills And Qualifications | | | | ● Information Systems & Security | ● Corporate Governance | ● HSE Experience | | ● Technology & Innovation | ● Risk Management | ● Human Capital Management | | ● Corporate Strategy | ● Public Company Director | ● Executive Management | | ● Mergers & Acquisitions | ● Corporate Finance | ● Public Policy & Compliance | | Other Current Public Directorships | | | | ● Dana Incorporated (since 2019) | | |
Biography
| 2025 Proxy Statement | LyondellBasell | 15 |
Biography
| | Albert Manifold, 62 Irish Non-Executive Director since 2019 | INDEPENDENT Committees ● C&TD Committee (Chair) ● HSE&S Committee |
Biography
Mr. Manifold served as the Group Chief Executive and a director of CRH plc, an international group of diversified building materials businesses supplying the construction industry, from 2014 to 2024. Mr. Manifold joined CRH in 1998 and advanced to increasingly senior roles, including Finance Director of the Europe Materials Division, Group Development Director, Managing Director of Europe Materials, and Chief Operating Officer (2009 to 2014). Prior to joining CRH, Mr. Manifold was Chief Operating Officer of Allen McGuire & Partners, a private equity group. As a sitting chief executive officer with a background in other senior management roles, Mr. Manifold has acquired extensive leadership experience in competitive industries. With over 25 years in the building materials industry and 10 years of chief executive experience, Mr. Manifold brings significant knowledge of corporate finance, capital markets, strategic planning, acquisitions and divestitures, and international operations. Mr. Manifold is also a Fellow of the Institute of Certified Public Accountants in Ireland and received his M.B.A. and M.B.S. from Dublin City University.
Biography
| Skills And Qualifications | | | | ● Corporate Finance | ● Risk Management | ● Capital Markets | | ● International Operations | ● Mergers & Acquisitions | ● Corporate Strategy | | ● Corporate Accounting | ● CEO Experience | ● Capital Project Execution | | ● HSES Experience | ● Corporate Governance | ● Public Company Director | | ● Human Capital Management | | | | Former Public Directorships | | | | ● CRH plc (2009-2024) | | |
Biography
| | Peter Vanacker, 59 Belgian-German Executive Director since 2022 |
Biography
Biography Mr. Vanacker has served as our Chief Executive Officer since May 2022. Mr. Vanacker previously served as the President, Chief Executive Officer and Chair of the Executive Committee of Neste Corporation, a renewable products company, from 2018 to 2022. Prior to his role at Neste, he served as Chief Executive Officer and Managing Director of CABB Group GmbH, a fine chemicals producer, from 2015 to 2018 and as Chief Executive Officer and Managing Director of Treofan Group, a manufacturer of polypropylene films, from 2012 to 2015. He previously served as Executive Vice President and Member of the Executive Board of Covestro AG (formerly known as Bayer Material Science), a polymers and plastics producer, with responsibility for the global polyurethanes business and as Chief Marketing and Innovation Officer. He received his MSc in chemical engineering from Ghent University. Mr. Vanacker’s extensive experience in the oil and gas and chemicals industries, including chief executive officer and senior leadership experience, provide him with a deep understanding of the Company’s industry, operations, and feedstocks. In addition, he brings a strong understanding of circularity and sustainability issues, and extensive experience leading strategic transformations at large multinational companies. Mr. Vanacker also serves as a member of the Supervisory Board of Symrise AG, a chemicals company that is a major producer of flavors and fragrances.
Biography
| Skills And Qualifications | | | | ● Industry Experience | ● Corporate Strategy | ● Corporate Governance | | ● HSE Experience | ● Capital Project Execution | ● Public Company Director | | ● CEO Experience | ● International Operations | ● Public Policy & Compliance | | ● Corporate Finance | ● Mergers & Acquisitions | ● Human Capital Management | | ● Risk Management | ● Technology & Innovation | ● Information Systems & Security | | Other Current Public Directorships | | | | ● Symrise AG (since 2020) | | |
Biography
| 16 | LyondellBasell | 2025 Proxy Statement |
Biography
Corporate Governance LYB recognizes the importance of good corporate governance as a driver of long-term stakeholder value. Our Board has adopted, and regularly reviews and strives to improve upon, our robust corporate governance policies, practices, and procedures with consideration given to regulatory developments and evolving U.S. and Dutch governance best practices. Our governance guidelines and policies, including those listed below, are available on our website at www.LyondellBasell.com by clicking either (i) “Investors,” then “Governance” or (ii) “Sustainability,” then “Reporting.”
Biography
| | Corporate Governance Guidelines | | Rules for the Board of Directors | | | Articles of Association | | Committee Charters | | | Code of Conduct | | Board Profile | | | Financial Code of Ethics | | Tax Strategy Disclosure | | | Conflict Minerals Policy | | Human Rights Policy | | | Human Trafficking and Anti-Slavery Statement | | Supplier Code of Conduct | | | Health, Safety, Environment, Security Policy | | Stakeholder Engagement Policy | | | Anti-Corruption Policy | | Prohibiting Insider Trading Policy |
Biography
Director Independence Our Board annually reviews the independence of its members. In February 2025, the Board affirmatively determined that all of our non-executive directors are independent under the rules of the New York Stock Exchange (the “NYSE”). The Board has adopted categorical standards of independence that meet, and in some instances exceed, the requirements of the NYSE. In order to qualify as independent under our categorical standards, a director must be determined to have no material relationship with LYB other than as a director. The categorical standards include strict guidelines for non-executive directors and their immediate families regarding employment or affiliation with LYB and its independent registered public accounting firm. Our categorical independence standards are included in our Corporate Governance Guidelines. The Board has determined that there are no relationships or transactions that prohibit any of our non-executive directors or nominees from being deemed independent under the categorical standards and that each of our non-executive directors and nominees is independent. In addition to the relationships and transactions that would bar an independence finding under the categorical standards, the Board considered all other known relationships and transactions in making its determination, including those referenced under “Related Party Transactions” on page 84. In determining that no known transactions or relationships affect the independence of any of the non-executive directors, the Board considered that all of the identified transactions are ordinary course and none of the dollar amounts involved were material to the Company or the relevant counterparty.
Biography
| 2025 Proxy Statement | LyondellBasell | 17 |
Biography
Board Leadership Structure Jacques Aigrain has led our Board as its independent Chair since 2018. The Chair’s responsibilities include:
Biography
| ● | Leading Board meetings and executive sessions | | ● | Reviewing and approving Board meeting agendas and schedules, and ensuring there is sufficient time for discussion of topics | | ● | Convening additional Board meetings, as needed | | ● | Facilitating information flow and communication among directors | | ● | Serving as a liaison between the independent directors and the CEO and other members of management | | ● | Together with the Compensation & Talent Development Committee, setting annual and long-term performance goals for the CEO and evaluating his performance | | ● | Presiding at general meetings of shareholders | | ● | Meeting or engaging with shareholders, as appropriate | | ● | Supporting the Company’s strategic growth initiatives |
Biography
The Board regularly reviews our leadership structure and the responsibilities of its Chair, and may from time to time delegate additional duties to the role. Under Dutch law, only a non-executive director may serve as Chair of our Board. Our Board believes that the separation of the positions of Chair and CEO that results from this governance structure promotes strong Board governance, independence, and oversight. The separation of the two roles additionally allows Mr. Aigrain to focus on managing Board matters while our CEO, Mr. Vanacker, focuses on managing our business. Executive Sessions Executive sessions of our independent directors, with no members of management present, take place at every regularly scheduled Board and committee meeting. During executive sessions, independent directors have an opportunity to meet with the Board’s outside consultants and independent accountants and review and discuss any matters they deem appropriate, such as the performance of the CEO and other members of management and the criteria against which performance is evaluated, including the impact of performance on compensation matters. Mr. Aigrain leads these executive sessions of the Board. Board Evaluations Our Board and its committees evaluate their own effectiveness by participating in a robust annual self-assessment process overseen by the Nominating and Governance Committee. During the self-assessment process, directors respond to survey questions soliciting information used to improve the effectiveness of the Board and its committees and individual directors, including an individual evaluation process for the Chair, facilitated through survey questions specific to his role. Periodically, the Nominating and Governance Committee engages independent outside consultants to refresh and bring an outside perspective to the self-evaluation process. In September 2023, the Nominating and Governance Committee engaged an independent outside consultant for the 2024 Board evaluation cycle. The independent outside consultant facilitated the Board’s self-assessment by conducting interviews with the Board and management and presenting results and recommendations to the Board. Key areas covered in the Board and committee evaluations included individual director performance, including Chair performance; Board composition, diversity, skills, committee membership and responsibilities; Board priorities and accountability; time management, preparedness, objectivity, and effectiveness; meeting frequency, quality, and duration; regulatory compliance; Board and senior management succession planning and onboarding; oversight of strategy, company performance, and financial robustness; relationship with management; connection with employees; and Board and organizational culture and values. In addition to interviews, the independent outside consultant attended Board and committee meetings in 2024 and provided feedback to improve Board efficiency and transparency.
Biography
| 18 | LyondellBasell | 2025 Proxy Statement |
Biography
The Nominating and Governance Committee and the full Board reviewed these recommendations in July and September 2024 and adopted enhancements to Board processes, including the adoption of Board objectives. The Nominating and Governance Committee also considered the evaluation results and director feedback in recommending the nomination of continuing directors for reelection and assigning committee memberships. For 2025, the Nominating and Governance Committee intends to return to its annual self-assessment process conducted through surveys of the directors and management, with enhancements reflecting feedback and learnings from the independent outside consultant. Director Onboarding, Training, and Site Visits Our Board is committed to understanding its governance responsibilities, evolving best practices, and all aspects of our Company and business. The Company provides an extensive orientation program that enables each new director joining the Board to become familiar with LYB and to meet with key members of the Company’s management and functional leaders. All of our non-executive directors complete our onboarding program and meet with the Company’s CEO, CFO, General Counsel, Chief Compliance Officer, and the other members of our Executive Committee to discuss our corporate structure, business strategy, operations, and segments, as well as compliance, investor relations, human resources, tax, accounting, and health, safety, environment, and sustainability matters, among other topics. All of our directors are encouraged to seek out training opportunities that will provide them with continuing education on key topics. The Company will reimburse directors for the costs of such continuing education. During Board meetings, our directors hear from management on a wide range of subjects, including regulatory and legal developments, shareholder updates, and environmental, social, and corporate governance issues and trends. Our directors also have regular opportunities to visit the Company’s manufacturing and technology centers and meet with site management. In November 2024, the Board visited the San Jacinto College LyondellBasell Center for Petrochemical Energy and Technology in Houston, Texas. Directors met with the school Chancellor, members of the Board of Trustees, teachers, students and LYB employees who sit on the advisory council and provide curriculum input in furtherance of our efforts to help support tomorrow’s workforce. Stakeholder Engagement We recognize the value of regular and consistent communication with our stakeholders, and engage with our investors and other stakeholders on strategy, risk management, sustainability, corporate governance, executive compensation, and other matters. Our Board has adopted a Stakeholder Engagement Policy, which is available on our website, to outline our values and approach to stakeholder engagement. We regularly review general governance trends and emerging best practices and welcome feedback from our shareholders and other stakeholders, which is brought to our Board and helps inform its decision-making process. We recognize the vital role that stakeholders play in our business operations and the importance of fostering positive, collaborative relationships with them. We engage daily with stakeholders globally covering a wide variety of topics and issues, including through investor events, telephone and in-person conversations, employee discussions and surveys, customer discussions and surveys, community and local engagements, and social media interactions. We know that our stakeholders have a broad range of interests, and we strive to seek their input, listen to their perspectives and expertise, and prioritize and integrate their feedback in a strategic and sustainable manner. We recognize that different stakeholder groups have unique needs and expectations, and we tailor our engagement practices to ensure effective communication and collaboration with each group. Engagement with shareholders occurs in one-on-one meetings with analysts, shareholders, and their representatives, at our annual general meeting of shareholders and through our regular participation in industry conferences and investor road shows. During 2024, we held hundreds of meetings with investors. We specifically reached out to our top 20 largest shareholders representing more than two-thirds of our shareholder base and engaged with 85% of these investors. Shareholders provided feedback on a range of topics, including our overall strategy, portfolio changes, capital allocation goals and sustainability strategy. Management updates the Board regularly on conversations with shareholders and feedback received, and our directors may join these discussions when requested. We are committed to remaining proactive in our engagement efforts and shareholder outreach.
Biography
| 2025 Proxy Statement | LyondellBasell | 19 |
Biography
Communication with the Board
Biography
| Shareholders and other interested parties may communicate with the Board or any individual director. Communications should be addressed to our Corporate Secretary by email or regular mail. Communications are distributed to the Board or to one or more individual directors, as appropriate, depending on the facts and circumstances outlined in the communication. Communications such as business solicitations or advertisements; junk mail and mass mailings; new product suggestions; product complaints; product inquiries; and resumes and other forms of job inquiries will not be relayed to the Board. In addition, material that is unduly hostile, threatening, illegal, or similarly unsuitable will be excluded. Any communication that is filtered out is made available to any director upon request. | BY EMAIL send an email to CorporateSecretary@LyondellBasell.com BY MAIL LyondellBasell Industries N.V. c/o Corporate Secretary 4th Floor, One Vine Street London W1J 0AH, United Kingdom |
Biography
CEO and Management Succession Planning One of the primary responsibilities of the Board is to ensure that we have a high-performing management team in place. On at least an annual basis, and as needed throughout the year, the Board conducts a detailed review of development and succession planning activities to maximize the pool of internal candidates who can assume executive officer positions without undue interruption. The Board reviews CEO and executive succession planning and ensures that executive officer reviews and evaluations are conducted at least annually by the C&TD Committee and the Board as a whole. The Board also reviews in-depth assessments of the Company’s bench strength, retention, progression, and succession readiness for all other senior level managers, including succession plans for the CEO, his direct reports, and other employees critical to our continued operations and success. Monitoring the Company’s leadership development, talent management, and succession planning is also a key responsibility of our C&TD Committee, which devotes significant time to discussion and oversight of the Company’s People & Culture strategy. Our strategy includes efforts to hire, retain, and fairly compensate our workforce. The Board’s and C&TD Committee’s effective succession planning enabled a smooth handoff following the retirement of our former CFO, Mr. Michael McMurray, who was succeeded by Mr. Agustin Izquierdo effective March 1, 2025. Mr. Izquierdo previously served as our senior vice president, Olefins & Polyolefins Americas & Refining.
Biography
| 20 | LyondellBasell | 2025 Proxy Statement |
Biography
Human Capital Management Our success as a company is tied to the passion, knowledge, and talent of our global team. To achieve our purpose of creating solutions for everyday sustainable living, we must attract top performers and equip them with the tools needed to continuously grow and leverage their potential.
Biography
| What We Do We believe in integrity and fairness We focus on creating a work environment that is safe, respectful, and inspires employees to strive for excellence We believe in championing our employees and the power of impactful collaboration We reward performance based on individual, team, and company results We engage in open and ongoing dialogue with employees and their representatives to ensure a proper balance between the best interests of the Company and employees We have a Human Rights Policy available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Reporting” |
Compensation and Talent Development (“C&TD”) Committee
| ● | Executive Compensation — Establish performance goals under executive compensation plans, including safety and sustainability-related metrics in coordination with the HSE&S Committee; approve the compensation and benefits of executive officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve CEO goals and objectives and evaluate CEO performance; and make recommendations to the Board regarding CEO and other executive officer compensation; | | ● | Company Compensation and Benefits — Review the Company’s compensation philosophy, programs, and practices; review and approve pension and benefit arrangements as well as funding of pension and benefit plans; review pay equity for the Company; and make recommendations to the Board on these subjects; and | | ● | Talent Management — Review the Company’s organizational leadership structure and oversee leadership development, talent management, and succession and continuity planning for the CEO and other executive officers. |
Finance Committee
| Following its annual review in November 2024, the Nominating and Governance Committee endorsed, and the Board approved, the current director compensation policy with no changes. No increases to board retainers have been approved since 2014, apart from an increase in the annual retainer for the Board Chair in 2018 and an increase in the annual retainer for the Chair of the HSE&S Committee in 2023 to bring it in line with the Audit and C&TD Chair retainer. | Excluding Chair retainers, | | | 11 years | | | with no director pay increase |
Finance Committee
Our non-executive directors receive cash compensation and equity compensation, in the form of restricted stock units (“RSUs”), for their service on the Board and its committees. Members of the Board have the option to elect to receive all or a portion of the cash component of their compensation in Company shares. Our CEO does not receive any additional compensation for his service as a director.
Finance Committee
| Board Retainer | Cash | RSUs | | Chair of the Board | $325,000 | $325,000 | | Members | $115,000 | $170,000 | | Committee Retainers | Chairs | Members | | Audit | $27,500 | $15,000 | | Compensation & Talent Development | $27,500 | $10,000 | | Nominating & Governance | $20,000 | $10,000 | | Health, Safety, Environmental & Sustainability | $27,500 | $10,000 | | Finance | $20,000 | $10,000 |
Finance Committee
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jacques Aigrain | 360,000 | 315,056 | 8,253 | 683,309 | | Lincoln Benet | 145,000 | 164,835 | 5,000 | 314,835 | | Robin Buchanan | 135,000 | 164,835 | – | 299,835 | | Tony Chase | – | 316,730 | 4,011 | 320,741 | | Bob Dudley | 135,000 | 164,835 | 20,000 | 319,835 | | Claire Farley | 150,000 | 164,835 | 24,011 | 338,846 | | Rita Griffin | 152,500 | 164,835 | 24,011 | 341,346 | | Michael Hanley | 152,500 | 164,835 | 26,421 | 343,756 | | Virginia Kamsky | 135,000 | 164,835 | 24,011 | 323,846 | | Bridget Karlin(4) | 84,918 | 166,927 | 15,000 | 266,845 | | Albert Manifold | 157,295 | 164,835 | 5,000 | 327,130 |
Finance Committee
| (1) Includes retainers for services earned or paid through December 31, 2024. Mr. Chase elected to receive the cash component of his compensation in the form of shares of our common stock. | | (2) Represents annual grants of RSUs for all directors and shares of stock issued in lieu of cash compensation for Mr. Chase. The annual grants of RSUs are made in conjunction with the Board’s regularly scheduled meeting in May of each year. The terms of the RSUs provide for vesting one year from the date of grant and for cash dividend equivalent payments when dividends are paid on the Company’s shares. In 2024, the annual grant for each director, other than Mr. Aigrain and Ms. Karlin, was 1,692 units. Mr. Aigrain received 3,234 units, and Ms. Karlin received 1,694 units. These awards are the only stock awards outstanding at 2024 fiscal year-end for the non-executive directors. In accordance with FASB Topic ASC 718, Compensation — Stock Compensation (“ASC 718”), the grant date fair value of the awards is the number of units granted times the fair market value of our shares on that date. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 for a description of accounting for equity-based compensation. The shares received in lieu of cash compensation are issued at the same time quarterly cash payments for retainers and travel fees are otherwise made. The number of shares issued is based on the average of the closing price of the Company’s shares over the quarter in which the compensation was earned. The shares issued in lieu of cash compensation in 2024 were as follows: Mr. Chase — 1,652 shares. | | (3) Includes $5,000 for each intercontinental trip taken for work performed for the Company, other than Mr. Chase, who elected to receive his travel fees in shares. Also includes benefits in kind related to tax preparation and advice related to the directors’ UK and Dutch tax returns and payments. The Company provides these services through a third party to members of our Board because of our unique incorporation and tax domicile situation. For Mr. Hanley, also includes reimbursements for fees related to Canadian tax advisory services in connection with UK income. | | (4) Ms. Karlin was elected to the Board on May 24, 2024. |
Item 5
| ● | positioning total direct compensation and each individual element of executive compensation near the median of our peer group companies, with consideration given to the relative complexity of comparable executive roles; | | ● | aligning short-term incentive awards with annual operating, financial, and strategic objectives, while taking into account the realities of a cyclical industry and rewarding differential performance rather than favorable or unfavorable market circumstances; and | | ● | rewarding absolute and relative performance over time through long-term equity incentive awards. |
Item 5
| 2024 Highlights – LTI Program Updates | | | LTIP Vehicle Mix | For the 2024 LTI program, the C&TD Committee approved changes to eliminate stock options from the pay mix and grant LTI in the form of 60% PSUs and 40% RSUs. We believe that this mix of long-term incentives better ties compensation to achievement of performance targets and encourages executives to increase shareholder value over the long term while supporting talent retention. Outstanding options granted in 2023 and earlier vest ratably over three years and expire ten years from the date of grant. In addition, the C&TD Committee changed RSU vesting under the LTI plan from three-year cliff vesting (for RSUs granted in 2023 and earlier) to three-year ratable vesting (for RSUs granted in 2024 and beyond). We believe that ratable vesting is more in line with the market and enhances employee retention while promoting gradual equity ownership. |
Value Creation Target
| | Base Salary | Short-Term Incentives | Long-Term Incentives | | | | Cash | Cash | PSUs (60%) | RSUs (40%) | | Timing | Annual | Annual | Three-year performance period | RSUs granted in 2024 and beyond vest ratably over three years; RSUs granted in 2023 and earlier cliff vest after three years | | Metrics | Determined when executives are hired or promoted into their position and reviewed annually. Individual performance is a key driver of any annual base salary adjustment. Increases are not guaranteed and must be approved by the C&TD Committee. | Payout from 0 to 200% of target based on individual performance (for executives other than the CEO), and company performance in: ● Business results (60%) ● Safety (20%) ● Sustainability (10%) ● Value Creation (10%) | Target value at grant is determined as a percentage of base salary. Payout from 0% to 200% of target based on relative TSR and FCF per share performance over a three-year period. Relative TSR measure capped at 100% if TSR is negative. | Target value at grant is determined as a percentage of base salary. Value delivered through long-term stock price performance. | | Rationale | Provides competitive levels of fixed pay to attract and retain executives. | Attracts and motivates executives by aligning compensation with key annual objectives and the results that are achieved. | Links executive compensation to long-term performance through key performance metrics and stock price, balancing internal and market-based measures. | Encourages executives to increase shareholder value over the long term and supports talent retention. | | | Fixed | Performance-Based | | Variable |
Value Creation Target
Competitive Positioning and Our Peer Group Annually, the C&TD Committee reviews the TTDC for each of our executive officers, which includes base salaries, target bonuses, and the grant date value of long-term incentive awards. The Committee strives to set our NEOs’ TTDC and each individual component of executive compensation near the median compensation levels of our peer group companies, while considering other factors described below. A large portion of the TTDC opportunity for our NEOs is directly tied to the achievement of financial and operational metrics that measure our performance in both absolute terms and relative to peers. The Committee reviews publicly available financial and compensation information reported by our peer group companies (described below) and general survey data. The survey data used to inform the Committee’s 2024 compensation decisions was collected from the 2023 Willis Towers Watson Executive Compensation Database. This survey data reflects a combination of general industry and chemical industry compensation for executives with responsibilities similar to those of our executives. The Committee reviews the peer group and survey data to determine the median compensation for each executive’s position and then sets each executive’s base salary and compensation targets for the current year. This generally involves establishing an annual bonus target and the target value of LTI awards as a percentage of base salary. Median compensation is used as a reference point for pay recommendations. Actual pay and targets vary from median based on the executive’s industry experience; experience and performance in his or her role and at the Company; value of the role to the Company; internal pay parity among our executives; and any other factors the Committee deems relevant. The compensation peer group is also used more generally when the Committee reviews our compensation program design, including the types of compensation awarded and the terms and conditions of compensation components. Our 2024 Peer Group The C&TD Committee conducts an annual review of the Company’s executive compensation peer group to determine if any changes are necessary. In choosing our peers, the Committee involves management and uses research and advice from the Committee’s independent compensation consultant and considers companies that operate in similar industries or are identified as potential competitors for business or talent, with consideration given to company size and comparability of financial, operating and business considerations. The C&TD Committee believes the 18-company peer group below represents a reasonable balance in terms of industry mix and financial size while providing a robust set of data points for benchmarking executive pay. In September 2023, the Committee reviewed and approved continuing to use the 2023 peer group for 2024.
Value Creation Target
The 2024 peer group reported 2024 revenue that ranged from approximately $12.4 billion to $143.2 billion, with a median revenue of approximately $36.3 billion. In comparison, the Company’s 2024 revenue was approximately $40.3 billion. The 2024 peer group was used to develop the market data and benchmarking materials that were provided to the C&TD Committee to assist with the 2024 decision-making process.
Value Creation Target
2024 Executive Compensation Decisions in Detail The compensation of our executive officers, including our NEOs, is reviewed and approved by the C&TD Committee at the time of each executive’s hiring or promotion and annually during a regularly scheduled meeting held in February. Decisions are made based on the Company’s and each executive’s performance in the prior year, other than with respect to PSU payouts, for which decisions are based on Company performance over a three-year period. February 2024 compensation decisions included the approval of 2024 base salaries; target values, criteria and metrics for the 2024 annual bonuses to be paid in 2025; and 2024 grants of annual long-term incentive awards, including PSUs and RSUs, as described on page 55. In February 2025, the Committee approved payout of 2024 annual bonuses and the percentage earned for the PSUs granted in 2022 with a performance period that ended December 31, 2024. 2024 Base Salaries The table below shows the base salaries for our NEOs in 2023 and 2024. Salary changes are generally approved at the C&TD Committee’s February meeting and effective on April 1. The Committee reviews market data and considers internal pay parity when making its decisions. The Committee also considers each executive’s performance during the prior year, any changes in responsibilities, and the executive’s time in role. The 2024 salary increases for Messrs. McMurray and Kaplan, each effective April 1, 2024, represented annual salary adjustments to maintain market competitiveness. The 2024 salary increase for Ms. Foley, effective April 1, 2024, reflects her appointment as EVP, O&P and Refining following the departure of Mr. Ken Lane in March 2024.
Value Creation Target
2024 Annual Bonus Payments The Company’s annual bonus program rewards participants for achieving the Company’s annual objectives. Under this short-term incentive, or STI, program, the C&TD Committee establishes metrics and target performance levels and sets a target bonus, determined as a percentage of base salary, for each executive. In 2024, our NEOs’ target bonuses were as follows.
Value Creation Target
| Name | 2023 Target Bonus (% of salary) | 2024 Target Bonus (% of salary) | | Peter Vanacker | 160% | 170% | | Michael McMurray(1) | 95% | 95% | | Torkel Rhenman | 95% | 100% | | Kimberly Foley | 95% | 100% | | Jeffrey Kaplan | 90% | 90% |
Value Creation Target
| Component and weighting | Threshold | Target | Maximum | Payout | | Business Results | | | | | | | | | | 62% | | Value Creation | | | | | | | | | | 200% | | ESG | | | | | | Safety Performance | | | | | | | | | | 153% | | Sustainability | | | | | | | | | | 163% | | OVERALL PAYOUT | | | | 104% |
Value Creation Target
| (1) Mr. Vanacker’s STI payouts are based entirely on Company performance. There is no individual performance component for the CEO. | | (2) Overall payout under the STI program will not exceed 200% of an individual’s target bonus. | | (3) Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and marketed by the joint venture, and (ii) production via third-party tolling arrangements. |
Sustainability (10%)
| Name | Individual Target Bonus | Company Performance Component | | | Individual Performance Component | | | STI Payout (as a % of salary) | STI Payout | | Peter Vanacker | 170%x | 104% | | | | | = | 177% | $2,563,600 | | Michael McMurray(1) | 95%x | ( (104%x | 75%) | + | (180%x | 25%) ) | = | 117% | $1,027,988 | | Torkel Rhenman | 100%x | ( (104%x | 75%) | + | (90%x | 25%) ) | = | 101% | $804,000 | | Kimberly Foley | 100%x | ( (104%x | 75%) | + | (150%x | 25%) ) | = | 116% | $895,125 | | Jeffrey Kaplan | 90%x | ( (104%x | 75%) | + | (150%x | 25%) ) | = | 104% | $796,153 |
Sustainability (10%)
| Name | 2023 Target (% of base salary) | Total Value of 2023 LTI Awards | 2024 Target (% of base salary) | Total Value of 2024 LTI Awards | | Peter Vanacker | 759% | $11,000,000 | 759% | $11,000,000 | | Michael McMurray(1) | 400% | $3,400,000 | 400% | $3,519,000 | | Torkel Rhenman | 310% | $2,480,000 | 310% | $2,480,000 | | Kimberly Foley | 310% | $2,170,000 | 310% | $2,402,500 | | Jeffrey Kaplan | 290% | $2,146,000 | 300% | $2,297,700 |
Sustainability (10%)
| (1) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71. |
TSR Rank Metric
| | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | | Positive TSR Payout | 200% | 200% | 200% | 200% | 200% | 180% | 160% | 140% | 120% | 100% | 80% | 70% | 60% | 50% | — | — | — | — | — | | Negative TSR Payout | 100% | 100% | 100% | 100% | 100% | 95% | 90% | 85% | 80% | 75% | 70% | 60% | 50% | 40% | — | — | — | — | — |
TSR Rank Metric
The companies that are used as comparators in determining our relative TSR performance (shown below) are seventeen of the Company’s primary competitors, either directly or for investment dollars, in the chemicals industry. For 2024, the C&TD Committee approved use of an updated peer group focused on companies both within and outside of the S&P 500 Chemicals Index with business models most similar to that of the Company. Changes to the 2024 performance peer group included the removal of Albemarle Corporation, SABIC, DSM-Firmenich AG, and Asahi Kasei Corporation, and the addition of Olin Corporation, Arkema S.A. and Evonik Industries A.G. The C&TD Committee has provided for adjustments to the peer group in the event of bankruptcies, acquisitions, or going-private transactions involving any of the peers during the performance period.
2024 PSUs - TSR Peer Group Companies
2024 PSUs - TSR Peer Group Companies
2024 PSUs - TSR Peer Group Companies
| Akzo Nobel N.V. Arkema S.A. BASF SE Celanese Corporation Covestro AG | Dow Inc. DuPont de Nemours, Inc. Eastman Chemical Company Evonik Industries A.G. | FMC Corporation Huntsman Corporation Methanex Corporation Olin Corporation | PPG Industries, Inc. RPM International Inc. Shin-Etsu Chemical Co., Ltd. Westlake Corporation |
2024 PSUs - TSR Peer Group Companies
| 56 | LyondellBasell | 2025 Proxy Statement |
Free Cash Flow per Share Metric
| FCF per Share (% of Target) | ≥ 135% | 130% | 125% | 120% | 115% | 110% | 95-105% | 90% | 85% | 80% | 75% | < 75% | | Payout | 200% | 183% | 167% | 150% | 133% | 117% | 100% | 88% | 75% | 63% | 50% | — |
Free Cash Flow per Share Metric
2024 Grants of RSUs (40%) In 2024, each of our NEOs received a number of RSUs calculated by dividing 40% of the dollar amount of his LTI target by the fair market value of the Company’s shares, based on the average closing price of the Company’s shares over the 20 trading days prior to the date of grant. The 2024 RSU grants vest ratably over three years. Upon vesting, holders of RSUs receive one share of the Company’s common stock for each RSU. RSU holders also receive cash dividend equivalents on their units throughout the vesting period. Payout of 2022 PSUs with a Performance Period Ended December 31, 2024 Each of our NEOs received a PSU award with a performance period that ended December 31, 2024. Payout of these PSUs is determined based 50% on the Company’s TSR relative to our peers over the performance period and 50% on the Company’s FCF per share relative to long-range plan projections. At its meeting in February 2025, the C&TD Committee determined that 79% had been earned under the 2022 PSUs, reflecting the fact that the Company’s TSR was negative but fell in the upper half of selected peers and the Company’s FCF per share fell below the target set by our C&TD Committee due to the challenging market environment in 2024. Payout under the TSR metric is capped at 100% if TSR is negative. While the Company believes disclosing specific targets during an ongoing performance period would result in competitive harm, the performance period for the 2022 PSUs ended December 31, 2024. TSR and FCF per share targets for the 2022 PSUs are disclosed below, along with performance results.
Free Cash Flow per Share Metric
Additional Information Concerning Executive Compensation Share Ownership and Holding Requirements The Company’s Share Ownership Guidelines require executives to achieve an ownership of Company shares that is valued at a percentage of their respective base salaries. Executives are expected to meet or exceed the guidelines within five years of their hiring or promotion into their role. They may not sell shares unless and until these ownership levels have been met and then only shares in excess of the required levels may be sold. Under the guidelines, only shares beneficially owned and RSUs count towards meeting the ownership thresholds. Performance awards, stock options, and dividend equivalents are not counted. We determine compliance with our Share Ownership Guidelines on a quarterly basis. The number of shares held by each of our NEOs as a multiple of base salary as of December 31, 2024 is set forth below. Mr. Vanacker is still within the five-year transition period for attaining the required ownership. Mr. McMurray is no longer subject to the Share Ownership Guidelines following his departure as CFO on March 1, 2025.
Free Cash Flow per Share Metric
Clawbacks Under the Company’s clawback policy, a copy of which is attached to our 2024 Annual Report on Form 10-K in accordance with SEC rules, the C&TD Committee can elect to recover annual bonus or equity compensation from any executive determined to have engaged in misconduct that increased the value of the compensation he or she received. Annual bonus compensation may be recovered if an executive engages in misconduct, including any act or failure to act causing a violation of law, Company policies, or GAAP, whether or not such misconduct affected the calculation of his or her bonus compensation. In accordance with SEC rules and NYSE listing standards, our clawback policy also allows the Company to recover incentive-based compensation erroneously received by current or former executive officers after an accounting restatement. In addition to the clawback policy applicable to all incentive-based compensation, all time-based RSUs include recoupment provisions triggered in the event of executive misconduct or breach of restrictive covenant obligations. Hedging and Pledging Policies All of our executive officers, including our NEOs, are subject to our Policy Prohibiting Insider Trading. Under this policy, executives may not purchase, sell or write options on LYB shares, engage in short sales, or participate in any other derivative or short-term purchase or sale transactions that would enable them to hedge the economic risk of their share ownership. Additionally, our executives are prohibited from pledging LYB shares as collateral for personal loans or other obligations, including holding shares in a brokerage margin account. These restrictions extend to executives’ immediate family members and certain related entities and are intended to keep our executives’ interests aligned with the long-term interests of the Company and our shareholders.
Free Cash Flow per Share Metric
Grant Practices Specific to Stock Options We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future, LYB would not grant such options in anticipation of the release of material non-public information that is likely to result in changes to the price of our common stock, and would not time the public release of such information based on stock option grant dates. In 2024, none of our NEOs were awarded stock options. Perquisites and Other Benefits Our NEOs receive the same benefits generally provided to all of our employees, which include vacation allowances, Company matching under our 401(k) plan, Company contributions to our defined benefit pension plan, and health and welfare benefits. The perquisites received by our executives that are not offered to all employees include:
Free Cash Flow per Share Metric
| Name and Principal Position | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value(6) ($) | All Other Compensation(7) ($) | Total ($) | | Peter Vanacker Chief Executive Officer | 2024 | 1,450,000 | — | 12,586,300 | — | 2,563,600 | 18,836 | 399,728 | 17,018,464 | | | 2023 | 1,437,500 | — | 8,978,151 | 2,664,298 | 2,946,400 | 16,479 | 503,366 | 16,546,194 | | | 2022 | 861,538 | 1,900,000 | 9,676,036 | 2,500,004 | 1,398,485 | 13,547 | 669,379 | 17,018,989 | | Michael McMurray(1) Former Executive Vice President and Chief Financial Officer | 2024 | 872,313 | — | 4,026,506 | — | 1,027,988 | 21,202 | 120,687 | 6,068,696 | | | 2023 | 843,500 | — | 2,775,140 | 823,520 | 1,132,519 | 19,924 | 102,024 | 5,696,627 | | | 2022 | 824,000 | — | 2,050,443 | 721,022 | 2,409,387 | 12,936 | 91,685 | 6,109,473 | | Torkel Rhenman Executive Vice President Advanced Polymer Solutions | 2024 | 800,000 | — | 2,837,771 | — | 804,000 | 21,763 | 84,602 | 4,548,136 | | | 2023 | 798,275 | — | 2,024,259 | 600,685 | 894,900 | 20,740 | 91,436 | 4,430,295 | | | 2022 | 793,100 | — | 1,691,684 | 594,846 | 2,923,912 | 13,734 | 94,791 | 6,112,067 | | Kimberly Foley Executive Vice President Olefins & Polyolefins and Refining | 2024 | 762,308 | — | 2,749,013 | — | 895,125 | 76,385 | 86,811 | 4,569,642 | | Jeffrey Kaplan Executive Vice President General Counsel and Procurement | 2024 | 761,517 | — | 2,629,192 | — | 796,153 | 32,274 | 101,743 | 4,320,879 | | | 2023 | 734,000 | — | 1,751,648 | 519,783 | 884,115 | 34,149 | 104,545 | 4,028,240 | | | 2022 | 710,831 | — | 1,476,315 | 519,120 | 2,284,481 | 6,156 | 94,115 | 5,091,018 |
Free Cash Flow per Share Metric
| (1) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71. | | (2) Represents a cash sign-on bonus paid in connection with the 2022 appointment of Mr. Vanacker. | | (3) Stock awards granted to NEOs in 2022, 2023, and 2024 include RSUs and PSUs. The RSUs are granted under the LyondellBasell Industries Long Term Incentive Plan (the “LTIP”) and entitle the recipient to an equal number of shares of the Company’s stock when the RSUs vest. RSUs granted in 2023 and earlier cliff vest after three years from the date of grant. RSUs granted in 2024 and beyond vest ratably over three years. RSUs receive cash dividend equivalents at the same time dividends are paid on the Company’s stock. Amounts included in the table are the aggregate grant date fair values of the awards calculated in accordance with ASC 718. The PSUs are also granted under the LTIP. The PSUs entitle the recipient to a number of shares of the Company’s common stock equal to the number of units, multiplied by an earned percentage that can range from 0 to 200% of the targeted number of units based on Company performance. The PSUs accrue dividend equivalents during the performance period in the form of additional units. See Note 15 to the Company’s Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) for a discussion of the calculation of the fair value of the awards. The PSUs for the three-year performance periods ended December 31, 2022, 2023, and 2024 paid out at 100%, 200%, and 79%, respectively. | | Annual grants of RSUs and PSUs are made at the first regularly scheduled C&TD Committee meeting of the calendar year. The following is the aggregate grant date fair value of the PSUs granted in 2024 if we assumed the maximum amounts (200% of target) will be earned: Peter Vanacker - $12,586,300; Michael McMurray - $4,026,506; Torkel Rhenman - $2,837,771; Kimberly Foley - $2,749,012; Jeffrey Kaplan - $2,629,192. |
Free Cash Flow per Share Metric
| (a) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71. |
Free Cash Flow per Share Metric
| (a) Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71. |
Free Cash Flow per Share Metric
| (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below. Deductions from, and additions to, 2024 total compensation in the Summary Compensation Table to calculate Compensation Actually Paid consist of: |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. TSR and S&P 500 Chemicals Index TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. TSR and S&P 500 Chemicals Index TSR Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s Net Income during the five most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income
| 78 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our EBITDA during the five most recently completed fiscal years.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (in alphabetical order) | | EBITDA | | Free Cash Flow per Share | | Safety | | Sustainability | | Value Creation |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 79 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Authorization to Conduct Share Repurchases
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | The Board recommends that you vote FOR the proposal to grant authority to the Board to repurchase up to 10% of our issued share capital until November 24, 2026. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Under Dutch law and our Articles of Association, shareholder approval is necessary to authorize our Board to repurchase shares. At the annual general meeting of shareholders held on May 24, 2024, shareholders authorized the Board to repurchase up to 10% of our issued share capital. As of April 1, 2025, we have repurchased an aggregate of approximately 3.8 million shares pursuant to this authorization. Adoption of the current proposal will give us the flexibility to continue to repurchase shares if we believe it is an appropriate use of our liquidity. The number of shares repurchased, if any, and the timing and manner of any repurchases will be determined after taking into consideration prevailing market conditions, our available resources, and other factors that cannot now be predicted. In order to provide us with sufficient flexibility, we propose that shareholders grant authority to the Board to repurchase up to 10% of our issued share capital as of the date of the Annual Meeting (or, based on the number of shares issued as of April 1, 2025, approximately 34,042,250 shares) on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares up to 110% of the market price for our shares; provided that (i) for open market or privately negotiated repurchases, the market price shall be the price for our shares on the NYSE at the time of the transaction; (ii) for self-tender offers, the market price shall be the volume weighted average price (“VWAP”) for our shares on the NYSE during a period, determined by the Board, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our shares on the NYSE over the term of the arrangement. The VWAP for any number of trading days shall be calculated as the arithmetic average of the daily VWAP on those trading days. If approved, the authority will extend for 18 months from the date of the Annual Meeting, or until November 23, 2026, and will replace the current repurchase authorization of the Board which was approved by shareholders at the annual general meeting on May 24, 2024. Any shares repurchased under this authority may be cancelled pursuant to the authorization to cancel shares requested under Item 8 below.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 80 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Cancellation of Shares
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | The Board recommends that you vote FOR the proposal to cancel all or a portion of the shares in our treasury account. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Under Dutch law and our Articles of Association, shareholder approval is necessary to cancel ordinary shares that are held in treasury by us, or that may in the future be held in treasury by us as a result of share repurchases. Also under Dutch law, the number of shares held by us, or our subsidiaries, may not exceed 50% of our issued share capital at any time. As of April 1, 2025, we held approximately 17,585,050 shares in our treasury account, primarily as the result of share repurchases. Treasury shares, if not cancelled, may be used for general corporate purposes, including for issuance under our equity compensation plans. We are requesting that shareholders approve the cancellation of all or any portion of shares held in our treasury account or that may be repurchased pursuant to the authority requested under Item 7, above. If this Item 8 is adopted, the cancellation of treasury shares may be executed in one or more tranches. The number of treasury shares that will be cancelled, if any, will be determined by the Board. If the Board determines it is appropriate to cancel our shares, we will follow the procedure set forth under Dutch law to cancel treasury shares from time to time. In accordance with Dutch statutory provisions, the cancellation of treasury shares will not be effective until two months after the resolution to cancel treasury shares has been filed with the Dutch Trade Register and announced in a Dutch national daily newspaper. Once the procedure is complete, the relevant treasury shares will be cancelled. If this Item 8 is not approved, we will not cancel any treasury shares unless the general meeting of shareholders approves such cancellation at a later date.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 81 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Securities Ownership Significant Shareholders The table below shows information for shareholders known to us to beneficially own more than 5% of our shares.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | Shares Beneficially Owned | | | Name and Address | Number | Percentage(1) | | Certain affiliates of Access Industries, LLC(2) 40 West 57th Street, 28th Floor, New York, NY 10019 | 65,285,504 | 20.2% | | The Vanguard Group(3) 100 Vanguard Blvd., Malvern, PA 19355 | 31,223,387 | 9.7% | | BlackRock, Inc.(4) 50 Hudson Yards, New York, NY 10001 | 24,051,819 | 7.4% | | Dodge & Cox(5) 555 California Street, 40th Floor, San Francisco, CA 94104 | 16,965,832 | 5.3% |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (1) All percentages are based on 322,837,438 shares outstanding as of April 1, 2025. | | (2) Information is based on a Form 4 filed with the SEC on February 29, 2024. Access Industries is a privately-held U.S. industrial group which controls directly or indirectly AI Investments Holdings LLC and certain other entities that are recordholders of our outstanding shares (collectively, the “Access Recordholders”). Len Blavatnik controls Access Industries and may be deemed to beneficially own the shares held by one or more of the Access Recordholders. Access Industries and each of its affiliated entities and the officers, partners, members, and managers thereof (including, without limitation, Mr. Blavatnik), other than the applicable Access Recordholder, disclaim beneficial ownership of any shares owned by the Access Recordholders. | | (3) Information is based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group reporting beneficial ownership of the Company’s stock as of December 31, 2023. The shareholder reports sole voting power with respect to 0 shares, shared voting power with respect to 334,291 shares, sole dispositive power with respect to 30,072,263 shares, and shared dispositive power with respect to 1,151,124 shares. | | (4) Information is based on a Schedule 13G/A filed with the SEC on February 6, 2024 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock as of December 31, 2023, on behalf of its direct and indirect subsidiaries including BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. The shareholder reports sole voting power with respect to 21,714,243 shares and sole dispositive power with respect to 24,051,819 shares. | | (5) Information is based on a Schedule 13G/A filed with the SEC on February 13, 2025 by Dodge & Cox reporting beneficial ownership of the Company’s stock as of December 31, 2024. The shareholder reports sole voting power with respect to 16,005,632 shares and sole dispositive power with respect to 16,965,832 shares. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 82 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Beneficial Ownership Information relating to the beneficial ownership of our shares by each director, director nominee, and executive officer named in the Summary Compensation Table is included below, as is information with respect to all of these individuals and all other executive officers of the Company, as a group. Shares are considered to be beneficially owned by a person if he or she, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of April 1, 2025. The individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding shares as of April 1, 2025.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | Number of | | Stock Options Exercisable Within 60 days | | Name | Shares | RSUs(1) | | | Peter Vanacker | 50,081 | 23,132 | 167,611 | | Michael McMurray(2) | 76,227 | — | 190,455 | | Torkel Rhenman | 68,253 | — | 119,482 | | Kimberly Foley | 35,813 | — | 37,096 | | Jeffrey Kaplan | 61,568 | — | 94,039 | | Jacques Aigrain | 25,225 | 3,234 | — | | Lincoln Benet | 8,704 | 1,692 | — | | Robin Buchanan | 16,482 | 1,692 | — | | Anthony Chase | 7,527 | 1,692 | — | | Robert Dudley | 4,081 | 1,692 | — | | Claire Farley | 20,293 | 1,692 | — | | Rita Griffin | 1,510 | 1,692 | — | | Michael Hanley | 14,336 | 1,692 | — | | Virginia Kamsky | 3,332 | 1,692 | — | | Bridget Karlin | — | 1,694 | — | | Albert Manifold | 9,021 | 1,692 | — | | ALL DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (22 PERSONS)(3) | 396,880 | 43,288 | 526,051 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (1) Represents RSUs (each equivalent to a share of LYB stock) that will vest within 60 days. | | (2) Mr. McMurray retired from his position as CFO effective March 1, 2025. | | (3) Includes shares beneficially owned by executive officers as of the date of this proxy statement who are not individually listed in this table. Mr. McMurray retired from his position as CFO effective March 1, 2025, and is no longer an executive officer. His ownership is excluded from this amount. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 83 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Related Party Transactions We have adopted a written Related Party Transaction Approval Policy, which requires the disinterested members of the Audit Committee to review and approve certain transactions that we may enter into with related parties, including members of the Board, executive officers, and certain shareholders. The policy applies to any transaction:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| ● | in the ordinary course of business with an aggregate value of $25 million or more; | | ● | not in the ordinary course of business, regardless of value; or | | ● | with a value of $120,000 or more and in which an executive officer or non-executive director has a direct or indirect material interest. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Related party relationships are identified and disclosed on an ongoing basis, as well as through responses to annual questionnaires completed by all directors, director nominees, and executive officers. The Audit Committee reviews all the relevant facts of each related party transaction, including the nature of the related person’s interest in the transaction, and determines whether to approve the transaction by considering, among other factors, (i) whether the terms of the transaction are fair to the Company and on the same basis as those which could be obtained from non-related parties, (ii) the business reasons for the Company to enter into the transaction, (iii) whether the related party transaction would impair the independence of any independent Board member, and (iv) whether the transaction would present an improper conflict of interest for any director or executive officer of the Company. No director votes on approval or, unless requested by the Audit Committee, participates in the discussion of a related party transaction in which he or she has an interest. The Audit Committee also conducts an annual review of all transactions with related parties, including those that do not meet the thresholds for related party transactions described above. The following is a description of related party transactions in existence since the beginning of fiscal year 2024. Access Industries In 2010, we entered into certain agreements with affiliates of Access Industries, including a registration rights agreement, which obligates us to register and bear the costs for the resale of equity securities owned by Access Industries or its affiliates, and a nomination agreement. Pursuant to the nomination agreement, Access Industries has the right to nominate individuals for appointment to the Board if certain ownership thresholds are met. Access Industries currently owns more than 18% of our outstanding shares and has nominated Mr. Benet, Mr. Buchanan, and Ms. Kamsky pursuant to the nomination agreement. The Company entered into these agreements with Access Industries before it became publicly traded and the Related Party Transaction Approval Policy was adopted. Amendments to the nomination agreement are approved by disinterested directors. Calpine Corporation Calpine Corporation, the owner and operator of power plants across the United States and Canada, supplies power and steam to the Company’s Houston refinery and is owned by a group of investors, including a minority investment by Access Industries. The Audit Committee has approved, most recently in October 2020, the Company’s contracts with Calpine, which were determined to be on terms fair to the Company and more advantageous than those offered by other parties. In 2024, the Company purchased approximately $46.5 million of power, steam, and water from Calpine and sold approximately $12.7 million of excess gas and raw water to Calpine. Other Transactions & Relationships The Board was also made aware of, and considered the fairness of, certain transactions and relationships between the Company and other organizations where our directors and director nominees have relationships. These transactions and relationships were also considered in evaluating the independence of our directors and director nominees. In particular, Mr. Buchanan, Mr. Dudley, Ms. Farley, Ms. Kamsky, and Ms. Karlin each served as directors or advisors of companies with which LYB had commercial transactions in 2024. Each of these transactions was entered into on an arm’s-length basis in the ordinary course of business, and no director initiated or participated in negotiation of the relevant purchases or sales or had any material interest in, or received any compensation in connection with, these transactions. In each case, the payments made or received by LYB fell below the greater of $1 million or 2% of the other company’s annual gross revenue.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 84 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common shares to file initial reports of ownership and reports of changes in ownership of common shares (Forms 3, 4, and 5) with the SEC and the NYSE. Reporting persons are required by SEC regulation to furnish us with copies of all such forms that they file. Based on a review of the reports filed, information of the Company, and written representations from reporting persons, we believe that, during the fiscal year ended December 31, 2024, all of our directors, executive officers, and greater than 10% shareholders timely filed all reports they were required to file under Section 16(a), except for one report by Mr. Buchanan that was not timely filed due to an administrative error, reporting a sale of a fractional share made by a third-party broker that was not subject to the discretion of the reporting person. A Form 5 reporting this transaction was filed in January 2025 after the missed filing was identified, and there were no short-swing profits realized by Mr. Buchanan.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 85 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Questions and Answers about the Annual General Meeting Who is soliciting my vote? Our Board is soliciting your vote on voting matters submitted for approval at the Company’s 2025 Annual General Meeting of Shareholders. Why are these matters being submitted for voting? In accordance with Dutch law and the rules and regulations of the NYSE and the SEC, we are required to submit certain items for the approval of our shareholders. Several matters that are within the authority of a company’s board of directors under most U.S. state corporate laws require shareholder approval under Dutch law. Additionally, in accordance with Dutch corporate governance guidelines, we provide for the discussion at our Annual Meeting of certain topics that are not subject to a shareholder vote, including our governance practices and our dividend policy. The discharge from liability of our directors, the adoption of our 2024 Dutch statutory annual accounts, the appointment of the auditor for our 2025 Dutch statutory annual accounts, the authorization to repurchase shares, and the cancellation of shares held in our treasury account are all items that we are required to submit to shareholders due to our incorporation in the Netherlands. How does the Board of Directors recommend that I vote my shares? The Board of Directors recommends that you vote FOR each of the voting items presented in this proxy statement. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in favor of each of the voting items in accordance with the recommendation of the Board of Directors. Who is entitled to vote? You may vote your LYB shares at the Annual Meeting if you are the record owner of such shares as of the close of business on April 25, 2025 (the “Record Date”). You are entitled to one vote for each share of LYB common stock that you own. As of April 1, 2025, there were 322,837,438 shares of LYB common stock outstanding and entitled to vote at the Annual Meeting. How many votes must be present to hold the meeting? Your shares are counted as present at the Annual Meeting if you held such shares as of the Record Date and (i) properly return a proxy by Internet, telephone, or mail or (ii) properly notify us of your intention to attend the Annual Meeting, attend the meeting, and vote in person. There are no quorum requirements under Dutch law and, as a result, we may hold our meeting regardless of the number of shares that are present in person or by proxy.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 86 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
How many votes are needed to approve each of the voting items? The number of votes required to approve the matters presented in this proxy statement varies by item:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| ● | Pursuant to the Dutch Civil Code and our Articles of Association, the nomination of a candidate to our Board (Item 1) is binding on shareholders unless 2/3 of the votes cast at the Annual Meeting, representing more than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares), vote against the nominee. This means that a nominee will be elected unless the votes against him or her constitute 2/3 of the votes cast and represent more than 50% of our issued share capital. | | ● | Under Dutch law, the cancellation of shares held in our treasury account (Item 8) requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If, however, less than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares) is represented at the Annual Meeting, the proposal will require the affirmative vote of at least 2/3 of the votes cast. | | ● | Each other voting item set forth in this proxy statement requires the affirmative vote of a majority of the votes cast by shareholders in order to be approved. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
How do I vote? You can vote by proxy without attending the meeting or in person at the meeting. To vote by proxy, you must vote over the Internet, by telephone, or by mail. Instructions for each method of voting are included on the proxy card. If you hold your LYB shares in a brokerage account (that is, you hold your shares in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voter instruction form. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy in advance. If you plan to vote in person at the Annual Meeting and you hold your LYB shares in street name, you must obtain a proxy from your broker and bring that proxy to the meeting. Can I change my vote? Yes. You can change or revoke your vote at any time before the polls close at the Annual Meeting. You can do this by:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| ● | Entering a new vote by telephone or over the Internet prior to 11:59 p.m. Eastern Time on May 21, 2025; | | ● | Signing another proxy card with a later date and returning it to us by a method that allows us to receive the proxy prior to the Annual Meeting; | | ● | Sending us a written document revoking your earlier proxy; or | | ● | Attending the Annual Meeting and voting your shares in person (attendance at the Annual Meeting will not, by itself, revoke a proxy previously given by you). |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Who counts the votes? We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot at the Annual Meeting.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 87 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Will my shares be voted if I do not provide my proxy and do not attend the Annual Meeting? If you do not provide a proxy or vote your shares in person, the shares held in your name will not be voted. If you hold your shares in street name, your broker may be able to vote your shares for certain “routine” matters even if you do not provide the broker with voting instructions. We believe that, pursuant to NYSE rules, Item 3, Item 4, Item 5, Item 7 and Item 8 are considered routine matters. Therefore, without instructions from you, your broker may not vote your shares with respect to Item 1, Item 2, and Item 6. It is therefore important that you act to ensure your shares are voted. What is a broker non-vote? If a broker does not have discretion to vote shares held in street name on a particular voting item and does not receive instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on that voting item. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any voting item properly introduced at the meeting. What if I return my proxy but don’t vote for some of the matters listed on my proxy card? If you return a signed proxy card without indicating your vote on all voting items listed, your shares will be voted FOR each of the voting items for which you did not vote. How are votes counted? For all voting items other than the election of nominees to our Board of Directors, you may vote FOR, AGAINST, or ABSTAIN. For the voting item for the election of nominees (Item 1), you may vote FOR, AGAINST, or WITHHOLD with respect to each nominee. A vote to abstain or withhold does not count as a vote cast, and therefore will not have any effect on the outcome of any voting item to be voted on at the Annual Meeting. Could other matters be voted on at the Annual Meeting? No. All matters to be voted on at the Annual Meeting must be included as voting items in the agenda for the meeting as described in this proxy statement. We will provide shareholders with an opportunity to discuss our corporate governance, dividend policy, and executive compensation program. However, there will be no vote on any of these matters. Who can attend the Annual Meeting? The Annual Meeting is open to all LYB shareholders who hold shares as of the close of business on April 25, 2025, the Record Date. If you would like to attend the Annual Meeting, you must inform us in writing of your intention to do so on or before May 16, 2025, one week prior to the date of the meeting. The notice may be emailed to CorporateSecretary@LyondellBasell.com. Additional information regarding the availability of and procedures for in person attendance at the Annual Meeting will be provided to shareholders who provide timely notice of intent to attend and proper evidence of their ownership of LYB shares as of the Record Date. Admittance of shareholders to the Annual Meeting will be governed by Dutch law. If we determine that in-person attendance is not possible or advisable due to unanticipated circumstances at the time of the Annual Meeting, we will provide information regarding alternative access as soon as available.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 88 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
What is the cost of this proxy solicitation? The Company will pay the cost of soliciting proxies for the Annual Meeting. Our directors, officers, and employees may solicit proxies by mail, by email, by telephone, or in person for no additional compensation. In addition, we have retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of $12,000, plus reimbursement of reasonable expenses. Why did my household receive a single set of proxy materials? SEC rules permit us to deliver a single copy of our annual report and proxy statement to any household at which two or more shareholders reside, if we believe the shareholders are members of the same family. If you prefer to receive your own copy of the proxy statement now or in future years, please request a duplicate set by phone at (800) 579-1639, through the Internet at www.proxyvote.com, or by email to sendmaterial@proxyvote.com. If you hold your shares in street name, and you received more than one set of proxy materials at your address, you may need to contact your broker or nominee directly if you wish to discontinue duplicate mailings to your household. Why did I receive a “notice of internet availability of proxy materials” but no proxy materials? We distribute our proxy materials to certain shareholders via the Internet using the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing our shareholders with a timely and convenient method of accessing the materials and voting. On or about April 11, 2025, we mailed a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet. In addition, we provided the notice and proxy materials by e-mail to certain shareholders who previously consented to electronic delivery of proxy materials. How can I request to receive my “notice of internet availability of proxy materials” by e-mail for future shareholder meetings? You can request to receive proxy materials for future meetings by e-mail by following the electronic delivery enrollment instructions at www.proxyvote.com. If your shares are held in street name, please contact your bank or broker for information on electronic delivery options. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 89 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
What are deadlines for the 2026 shareholder meeting? Our Articles of Association provide that a shareholder representing at least one percent of our issued share capital can submit an agenda item for consideration at the Company’s general meeting of shareholders. Any such request must be received at least 60 days prior to the date of the annual meeting. Under SEC rules, if a shareholder wishes to include a proposal in our proxy materials for presentation at our 2026 annual general meeting, the proposal must be received at our offices at LyondellBasell Industries, 4th Floor, One Vine Street, London W1J 0AH, United Kingdom, Attention: Corporate Secretary or sent to CorporateSecretary@LyondellBasell.com, by December 12, 2025. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended. The deadline for providing notice of a solicitation of proxies in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 for the Company’s 2026 annual meeting is March 24, 2026. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements, including requirements under Dutch law and our Articles of Association.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 90 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Appendix A: Reconciliation of Non-GAAP Financial Measures This proxy statement makes reference to certain non-GAAP financial measures as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles, but believe that certain non-GAAP financial measures, such as EBITDA, and EBITDA, net income and diluted EPS exclusive of identified items, provide useful supplemental information to investors regarding the underlying business trends and performance of the Company’s ongoing operations and are useful for period-over-period comparisons of such operations. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. We calculate EBITDA as income from continuing operations plus interest expense (net), provision for (benefit from) income taxes, and depreciation & amortization. EBITDA should not be considered an alternative to profit or operating profit for any period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also present EBITDA, net income and diluted EPS exclusive of identified items. Identified items include adjustments for “lower of cost or market” (“LCM”), gain on sale of business, asset write-downs in excess of $10 million in aggregate for the period and refinery exit costs. Asset write-downs include impairments of goodwill, impairments of long-lived assets, a write down of a related party loan receivable and a fourth quarter 2024 deferred tax valuation allowance for one of our Chinese joint ventures recognized in Income (loss) from equity investments. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales, and inventories are valued at the earliest acquisition costs. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods, within the same fiscal year as the charge, as market prices recover. A gain or loss on sale of a business is calculated as the consideration received from the sale less its carrying value. Property, plant and equipment are recorded at historical costs. If it is determined that an asset or asset group’s undiscounted future cash flows will not be sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair value. Goodwill is tested for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that the fair value of a reporting unit with goodwill is below its carrying amount. If it is determined that the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge is recognized. We assess our equity investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the decline in value is considered to be other-than-temporary, the investment is written down to its estimated fair value. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In April 2022 we announced our decision to cease operation of our Houston refinery. In connection with exiting the refinery business, we began to incur costs primarily consisting of accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations, depreciation of asset retirement costs and other charges. Circular & Low Carbon Solutions (“CLCS”) incremental EBITDA is estimated EBITDA which is incremental to our fossil-based O&P Americas and O&P EAI annual EBITDA. CLCS incremental EBITDA cannot be reconciled to net income due to the inherent difficulty in quantifying certain amounts that are necessary for such reconciliation at the business unit level including adjustments that could be made for interest expense (net), provision for (benefit from) income taxes and depreciation & amortization, the amounts of which, based on historical experience, could be significant. Recurring annual EBITDA for the Value Enhancement Program is the year-end EBITDA run rate estimated based on 2017-2019 mid-cycle margins and modest inflation relative to a 2021 baseline. We believe recurring annual EBITDA is useful to investors because it represents a key measure used by management to assess progress towards our strategy of value creation.
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 91 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
A reconciliation of net income to EBITDA, including and excluding identified items, for the years ended December 31, 2020, 2021, 2022, 2023, and 2024 is shown in the following table:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | Year Ended December 31, | | | | | | (amounts in millions) | 2020 | 2021 | 2022 | 2023 | 2024 | | Net income | $1,427 | 5,617 | 3,889 | 2,121 | 1,367 | | Loss (Income) from discontinued operations, net of tax | 2 | 6 | 5 | 5 | (4) | | Income from continuing operations | 1,429 | 5,623 | 3,894 | 2,126 | 1,363 | | (Benefit from) Provision for income taxes | (43) | 1,163 | 882 | 501 | 240 | | Depreciation and amortization(a) | 1,385 | 1,393 | 1,267 | 1,534 | 1,522 | | Interest expense, net | 514 | 510 | 258 | 348 | 331 | | EBITDA | 3,285 | 8,689 | 6,301 | 4,509 | 3,456 | | Identified items | | | | | | | less: Gain on sale of business(b) | — | — | — | — | (284) | | add: Lower of cost or market inventory valuation charges | 16 | — | — | — | — | | add: Asset write-downs(c) | 582 | 624 | 69 | 518 | 1,065 | | add: Refinery exit costs(d) | — | — | 157 | 195 | 99 | | EBITDA excluding identified items | $3,883 | 9,313 | 6,527 | 5,222 | 4,336 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (a) Depreciation and amortization includes depreciation of asset retirement costs of in connection with exiting the Refining business. | | (b) In 2024, we sold our U.S. Gulf Coast-based Ethylene Oxide and Derivatives (“EO&D”) business, resulting in the recognition of a gain, including fourth quarter post close adjustments, in our Intermediates & Derivatives (“I&D”) segment. | | (c) Includes asset write-downs in excess of $10 million in aggregate for the period. The years ended December 31, 2020 and 2021 reflect non-cash impairment charges related to our Houston refinery. The year ended December 31, 2022 reflects a non-cash impairment charge related to the sale of our polypropylene manufacturing facility in Australia. The year ended December 31, 2023 reflects non-cash impairment charges of $518 million, which includes $192 million related to European PO joint venture assets in our Intermediates & Derivatives segment, recognized in the fourth quarter of 2023, and a non-cash goodwill impairment charge of $252 million in our Advanced Polymer Solutions (“APS”) segment, recognized in the first quarter of 2023. The year ended December 31, 2024 reflects non-cash asset write-downs of $1,065 million, which includes a non-cash impairment charge of $837 million related to European assets under strategic review in our Olefins & Polyolefins – Europe, Asia & International (“O&P-EAI”) segment, non-cash impairment charges and the recognition of a deferred tax valuation allowance of $52 million and $121 million, respectively, related to our Chinese equity investment in our O&P-EAI segment, and a non-cash impairment charge of $55 million related to our specialty powders business in our APS segment, recognized in the fourth quarter of 2024. | | (d) Refinery exit costs include accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations and other charges. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
A reconciliation of net income to recurring annual EBITDA for the Value Enhancement Program (“VEP”) is shown in the following table:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (amounts in millions) | Unlocked Value 2024(b) | Target 2025 | | Net income(a) | $610 | $760 | | Provision for income taxes | 155 | 190 | | Depreciation and amortization | 35 | 50 | | Interest expense, net | — | — | | Recurring annual EBITDA(a) | $800 | $1,000 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (a) Year-end run-rate based on 2017-2019 mid-cycle margins and modest inflation relative to 2021 baseline. | | (b) VEP delivered a year-end run-rate of approximately $800 million of recurring annual EBITDA in 2024. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 92 | LyondellBasell | 2025 Proxy Statement |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
A reconciliation of net income to net income, excluding identified items, for the year ended December 31, 2024 is shown in the following table:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (amounts in millions) | Year Ended December 31, 2024 | | Net income | $1,367 | | Identified Items | | | less: Gain on sale of business, pre-tax(a) | (284) | | add: Asset write-downs, pre-tax(b) | 1,065 | | add: Refinery exit costs, pre-tax(c) | 179 | | add: Benefit from income taxes related to identified items | (226) | | Net income excluding identified items | $2,101 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (a) In 2024, we sold our U.S. Gulf Coast-based EO&D business, resulting in the recognition of a gain, including fourth quarter post close adjustments, in our I&D segment. | | (b) Includes asset write-downs in excess of $10 million in aggregate for the period. The year ended December 31, 2024 reflects non-cash asset write-downs of $1,065 million, which includes a non-cash impairment charge of $837 million related to European assets under strategic review in our O&P-EAI segment, non-cash impairment charges and the recognition of a deferred tax valuation allowance of $52 million and $121 million, respectively, related to our Chinese equity investment in our O&P-EAI segment, and a non-cash impairment charge of $55 million related to our specialty powders business in our APS segment, recognized in the fourth quarter of 2024. | | (c) Refinery exit costs include accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations, depreciation of asset retirement costs and other charges. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
A reconciliation of diluted EPS to diluted EPS, excluding identified items, for the year ended December 31, 2024 is shown in the following table:
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| | Year Ended December 31, 2024 | | Diluted earnings per share | $4.15 | | Identified items | | | less: Gain on sale of business | (0.66) | | add: Asset write-downs(a) | 2.49 | | add: Refinery exit costs | 0.42 | | Diluted earnings per share excluding identified items | $6.40 |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| (a) Includes asset write-downs in excess of $10 million in aggregate for the period. |
PEO and Average Non-PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
| 2025 Proxy Statement | LyondellBasell | 93 |