Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Bailiwick of
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(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
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1818 Market Street, Suite 2550
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Philadelphia, PA
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United States
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19103
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(Address of principal executive offices) (Zip Code)
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||
215-299-5900
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:
|
||
None
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Class
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January 31, 2024
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Ordinary Shares, par value $1.00 per share
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|
• |
amend Part III, Items 10 (Directors, Executive Officers And Corporate Governance), 11 (Executive
Compensation), 12 (Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters), 13 (Certain Relationships And
Related Transactions, And Director Independence) and 14 (Principal Accountant Fees And Services) of the Original Form 10-K to include the information required to be disclosed under such
Items;
|
• |
delete the reference on the cover of the Original Form 10-K regarding the incorporation by reference into Part III of the Original Form 10-K of portions of our definitive
proxy statement to be delivered to stockholders and filed with the SEC in connection with the 2024 annual meeting of our stockholders; and
|
• |
file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Page
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||
PART III
|
||
Item 10.
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5
|
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Item 11.
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14
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Item 12.
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44
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Item 13.
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45
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Item 14.
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46
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PART IV
|
||
Item 15.
|
47
|
Age: 66
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Former Chief Executive Officer and President of Quaker Chemical
Corporation d/b/a Quaker Houghton (“Quaker”) and Chairman of the Board of Quaker since 2009
Mr. Michael F. Barry, age 66, previously served as a director of Livent from 2018 to 2024. Mr. Barry held various leadership and
executive positions of increasing responsibility after joining Quaker, a NYSE-listed industrial process fluids company, in 1998, including, in addition to his role as Chief Executive Officer and President from October 2008 to
November 2021, Senior Vice President and Managing Director—North America from January 2006 to October 2008; Senior Vice President and Global Industry Leader—Metalworking and Coatings from July to December 2005; Vice President and
Global Industry Leader—Industrial Metalworking and Coatings from January 2004 to June 2005; and Vice President and Chief Financial Officer from 1998 to August 2004.
OTHER BOARD EXPERIENCE:
Mr. Barry was also a member of the board of directors of Rogers Corporation, a NYSE listed specialty materials and components
company, from which he retired in May 2020. Mr. Barry also served on the Board of Trustees of Drexel University.
QUALIFICATIONS:
Mr. Barry brings significant business experience from his senior executive positions in the global chemical industry, as well as
valuable experience as a director of other public companies, to the Board of Directors.
|
Age: 64
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Chairman, Board of Directors
Mr. Peter Coleman, age 64, is the former Chair of the Allkem board of directors and served on the board from 2022 to 2024. Mr. Coleman
is also the former Chief Executive Officer and Managing Director of Woodside Energy Group Limited (Australia’s largest independent gas producer) having served in that role from 2011 until his retirement in June 2021. Prior to joining
Woodside, Mr. Coleman spent 27 years with the ExxonMobil group in a variety of roles, including Vice President—Asia Pacific from 2010 to 2011 and Vice President—Americas from 2008 to 2010. Since 2012, Mr. Coleman has been an adjunct
professor of corporate strategy at the University of Western Australia Business School. He is the recipient of an Alumni Lifetime Achievement Award from Monash University and a Fellowship from the Australian Academy of Technological
Sciences and Engineering.
Mr. Coleman has been awarded Honorary Doctoral degrees in Law and Engineering from Monash and Curtin Universities, respectively and
was awarded the Heungin Medal for Diplomatic Service by the Republic of South Korea. Mr. Coleman holds a Bachelor of Engineering (Civil and Computing) and an MBA.
OTHER BOARD EXPERIENCE:
Mr. Coleman has been a director of Schlumberger N.V. (Schlumberger Limited) (a NYSE listed oilfield services company) since 2021, is a
member of the Singapore Energy International Advisory Panel and has chaired the Australia Korea Foundation since 2016.
QUALIFICATIONS:
Mr. Coleman is an experienced executive who brings a wealth of corporate knowledge from the global energy sector to the Board of
Directors.
|
Age: 74
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Consultant and Owner of Alan Fitzpatrick Consulting since 2013
Mr. Alan Fitzpatrick, age 74, previously served as a director of Allkem from 2021 to 2024. Throughout his career, Mr. Fitzpatrick has
held senior positions with BHP Group Limited (a public Australian multinational mining and metals company), Gold Fields Limited (a public South African gold mining company), Newmont Corporation (a public American gold mining company)
and Bechtel Corporation (an engineering, construction and project management company).
OTHER BOARD EXPERIENCE:
Mr. Fitzpatrick previously served as a director of Galaxy Resources Limited (“Galaxy”)
from 2019 until the merger of equals transaction between Orocobre Limited (“Orocobre”) and Galaxy, pursuant to an Australian members’ scheme of arrangement, which was implemented on August 25,
2021, that led to the formation of Allkem (the “Galaxy/Orocobre Merger”).
QUALIFICATIONS:
Mr. Fitzpatrick brings a wide range of knowledge and significant experience in the technical mining industry to the Board of
Directors.
|
Age: 53
Director
since: 2024
|
PRINCIPAL OCCUPATION:
President and Chief Executive Officer of the Company
Mr. Paul W. Graves, age 53, previously served as the President and Chief Executive Officer and as a director of Livent from 2018 to
2024. Before joining Livent, Mr. Graves served as Executive Vice President and Chief Financial Officer of FMC Corporation (“FMC”) from 2012 to 2018. Mr. Graves previously served as a managing
director and partner in the Investment Banking Division at Goldman Sachs Group in Hong Kong and was the co-head of Natural Resources for Asia (excluding Japan). In that capacity, he was responsible for managing Goldman Sachs Group’s
Pan-Asian Natural Resources Investment Banking business. Mr. Graves also served as Global Head of Chemical Investment Banking for Goldman Sachs, which he joined in 2000. Mr. Graves previously held finance and auditing roles of
increasing responsibility at Ernst & Young, British Sky Broadcasting Group, ING Barings and J. Henry Schroder & Co.
OTHER BOARD EXPERIENCE:
Mr. Graves was a member of the board of directors of Lydall, Inc., a global provider of specialty filtration and advanced materials
solutions, from April 2021 until October 2021. Mr. Graves previously served on the board of directors of the Farmers Business Network, a private independent agricultural tech and commerce platform, from April 2022 to October 2023 and
the board of directors of Nemaska Lithium, a fully integrated lithium hydroxide development project located in Québec, Canada in which the Company owns an indirect interest of 50%, from February 2020 to February 2024.
QUALIFICATIONS:
Mr. Graves’s in-depth knowledge of the lithium business, his experience as FMC’s Chief Financial Officer and his financial expertise
enables him to offer valuable insights to the Board of Directors.
|
Age: 57
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Senior partner of Allende & Brea since 2017
Ms. Florencia Heredia, age 57, previously served as a director of Allkem from 2021 to 2024. Ms. Heredia is currently a senior partner
of Allende & Brea, an Argentine law firm, where she currently heads the energy and natural resources practice and co-heads the ESG and sustainability practice. Ms. Heredia has a long-standing experience of 31 years in the mining
industry. Ms. Heredia regularly teaches courses in mining and environmental law topics at the Universidad Catolico de Cuyo, the Universidad Catolica Argentina and as guest lecturer at Dundee University. For the past 20 years, Ms.
Heredia has been repeatedly cited as a leading practitioner in Natural Resources law by, among others, Chambers & Partners, Who’s Who Legal and Legal 500 including being named “Mining Lawyer of the Year” in 2013, 2015, 2016, 2018,
2019, 2020 and 2021.
OTHER BOARD EXPERIENCE:
Ms. Heredia previously served as a director of Galaxy from 2018 until the Galaxy/Orocobre Merger. Ms. Heredia serves as Chair of
SEERIL (Section of Energy, Environment, Natural Resources and Infrastructure Law) of the International Bar Association, has been a Trustee and Secretary of the Board to the Foundation of Natural Resources and Energy Law (former Rocky
Mountain Mineral Law Foundation) and is a member of the International Affairs Committee of PDAC (Prospectors and Developers Association of Canada), the Argentinean-Canadian Chamber of Commerce and the Board of the Argentinean-British
Chamber of Commerce, the Executive Committee of the International Women Forum (Argentinean Chapter) and the Academic Board of RADHEM in Argentina. She has also been a member of the Advisory Board to the Law School of Universidad
Torcuato di Tella in Argentina since 2018.
QUALIFICATIONS:
Ms. Heredia brings extensive experience advising financial institutions and companies in complex mining transactions to the
Board of Directors.
|
Age: 59
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Former senior position at Rio Tinto Group
Ms. Leanne Heywood OAM (Order of Australia Medal), age 59, previously served as a director of Allkem from 2016 to 2024. Ms. Heywood
previously held a senior position at Rio Tinto Group, from 2005 to 2015. Ms. Heywood’s experience includes strategic marketing, business finance (as Fellow of CPA Australia) and compliance and she has led organizational restructurings,
dispositions and acquisitions. Additionally, Ms. Heywood has deep experience in international customer relationship management, stakeholder management (including with respect to governments and investment partners) and executive
leadership in Asia, the Americas and Europe.
OTHER BOARD EXPERIENCE:
Since 2019, Ms. Heywood has been a director of two companies listed only in Australia that are not U.S. public companies: Midway
Limited (a company processing and exporting woodfibre) and Quickstep Holdings Limited (a company developing and manufacturing defense technology). Ms. Heywood previously served as a director of Orocobre Limited until 2021 and as a
director of Symbio Holdings Limited until February 2024.
QUALIFICATIONS:
Ms. Heywood is an experienced board member who brings significant corporate, financial and compliance experience in the mining
sector to the Board of Directors.
|
Age: 57
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Founder, Chairperson and Chief Executive Officer of Cadenza Innovation, Inc. since 2012
Dr. Christina Lampe-Önnerud, age 57, previously served as a director of Livent from 2020 to 2024. Dr. Lampe-Önnerud is an
internationally recognized expert on lithium-ion batteries for EVs and energy storage. She currently serves as Founder, Chairperson and Chief Executive Officer of Cadenza Innovation, Inc., a private lithium-ion battery technology
provider, having served in those positions since 2012. She previously founded Boston-Power, Inc., a private global lithium-ion battery manufacturer (“Boston-Power”), where she served as
Chairperson and Chief Executive Officer. She has also held a senior executive position at hedge fund firm Bridgewater Associates, LP and served as director and partner in the Technology and Innovation Practice at innovation and
management consulting firm, Arthur D. Little, Inc. Dr. Lampe-Önnerud also serves as Co-Chair of Li-Bridge, a U.S. Department of Energy initiative to accelerate the development of a robust and secure supply chain for lithium-based
batteries.
OTHER BOARD EXPERIENCE:
In addition to her role as Chairperson for Cadenza Innovation’s board of directors, Dr. Lampe-Önnerud serves on the board of
directors of ON Semiconductor Corporation (also known as onsemi), a semiconductor supplier company listed on the Nasdaq Global Market (“Nasdaq”), and the board of directors of the New York
Battery and Energy Storage Technology Consortium, a private not-for-profit industry trade association. She previously served on the boards of directors for FuelCell Energy, Inc., a Nasdaq listed public fuel cell company, from 2018
to 2019, Syrah Resources Limited, an ASX listed industrial minerals and technology company, from 2016 until 2019, and Boston-Power from 2005 until 2012.
QUALIFICATIONS:
Renowned for her pioneering work in developing and commercializing lithium-ion batteries, Dr. Lampe-Önnerud holds more than 80
patents. She is a two-time World Economic Forum Technology Pioneer winner, an organization for which she co-chaired its Global Futures Council on Energy Technologies. She has served as an advisor to the United Nations, is a member
of Sweden’s Royal Academy of Engineering Sciences and serves on MIT’s Visiting Committee for the Chemistry Department. Dr. Lampe-Önnerud’s lithium-ion battery industry experience and her executive positions at technology-based
businesses makes her a significant contributor to the Board of Directors.
|
Age: 60
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Founder of Geo Logic S.A., and President since 2003
Executive Director of Piche Resources Ltd. since 2024
Mr. Pablo Marcet, age 60, previously served as a director of Livent from 2020 to 2024. He is the founder of Geo Logic S.A., a
private management consulting company that services the mining sector, and has served as President since 2003. In addition, Mr. Marcet currently serves as an executive director of Piche Resources Ltd., a mineral exploration company, a
position he has held since March 2024. He has also served as the President and Chief Executive Officer of Waymar Resources Limited, a private Canadian mineral exploration company, from 2010 to 2014, until its acquisition by Orosur
Mining Inc. Prior to this, Mr. Marcet served as President, Subsidiaries and Operations, Argentina, of Northern Orion Resources Inc., a private copper and gold producer, from 2003 until 2007, and held senior roles with BHP Billiton, an
Australian multinational mining, metals and natural gas petroleum company, from 1988 until 2003.
OTHER BOARD EXPERIENCE:
Mr. Marcet previously served on the board of directors of St. George’s College and was a member of the board of directors of
U3O8 Corp. (recently renamed as Green Shift Commodities Ltd.), a former private uranium and battery commodities company that was previously listed on Canada’s TSX Venture Exchange (“TSXV”),
from 2011 until August 2020; Esrey Resources Ltd., a private metal extraction company that was previously listed on the TSXV, from 2017 until 2020; Barrick Gold Corporation, a NYSE-listed gold and copper mining company, from 2016
until 2019; Orosur Mining Inc., a TSXV-listed minerals exploration and development company, from 2014 until 2016; and Waymar Resources Limited from 2010 until 2014.
QUALIFICATIONS:
Mr. Marcet brings valuable knowledge of the mining industry in Latin America, and particularly in Argentina, to the Board of
Directors.
|
Age: 56
Director
since: 2024
|
PRINCIPAL OCCUPATION:
President of the Transportation Solutions segment at TE Connectivity Ltd. (“TE”) since 2012
Mr. Steven T. Merkt, age 56, previously served as a director of Livent from 2018 to 2024. Since August 2012, Mr. Merkt has been the
President of the Transportation Solutions segment at TE, a NYSE listed company and one of the world’s largest suppliers of connectivity and sensor solutions to the automotive and commercial vehicle marketplaces. Before August 2012, Mr.
Merkt was President of TE’s Automotive business. Since joining TE in 1989, Mr. Merkt has held various leadership positions in general management, operations, engineering, marketing, supply chain and new product launches.
OTHER BOARD EXPERIENCE:
Mr. Merkt is also a member of the board of directors of the Isonoma Foundation, a foundation whose mission is to help diminish
disparities in healthcare, housing and education in the Philadelphia and Harrisburg regions of Pennsylvania.
QUALIFICATIONS:
Mr. Merkt’s experience, particularly in the automotive and commercial vehicle sectors, makes him a valuable contributor to the
Board of Directors.
|
Age: 71
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Former Ambassador of Argentina to the United States
Mr. Fernando Oris de Roa, age 71, previously served as a director of Allkem from 2010 to 2024. Mr. Oris de Roa previously served as
Ambassador of Argentina to the United States in 2018 and 2019. Mr. Oris de Roa is a highly successful business leader with a history of developing and operating large enterprises within Argentina and a reputation for upholding integrity
and social responsibility in his business practices. Mr. Oris de Roa holds a Masters Degree from the Harvard Kennedy School of Government.
OTHER BOARD EXPERIENCE:
Mr. Oris de Roa previously served as a director of Orocobre Limited from 2010 until the Galaxy/Orocobre Merger.
QUALIFICATIONS:
Mr. Oris de Roa brings valuable corporate experience and Argentine political perspectives to the Board of Directors.
|
Age: 73
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Retired President, Global Customer Group and Senior Vice President of Visteon Corporation (“Visteon”)
Mr. Robert C. Pallash, age 73, previously served as a director of Livent from 2018 to 2024. From January 2008 to December 2013, Mr.
Pallash served as President, Global Customer Group and Senior Vice President of Visteon, a Nasdaq listed automotive parts manufacturer, and he retired from such positions in December 2013. Prior to becoming President, Global Customer
Group, from August 2005 to January 2008, Mr. Pallash served as Senior Vice President, Asia Customer Group for Visteon. He joined Visteon in September 2001 as Vice President, Asia Pacific. Prior to joining Visteon, Mr. Pallash served as
President of TRW Automotive Japan, a private automotive part manufacturer, beginning in 1999.
OTHER BOARD EXPERIENCE:
Mr. Pallash has served as a member of the board of directors of FMC since 2008, and previously served on the board of directors of
Halia Climate Controls, a majority-owned subsidiary of Visteon, in South Korea until December 2013.
QUALIFICATIONS:
Mr. Pallash’s international experience, particularly in Asia, which is a critical region for lithium and the broader energy
storage supply chain, as well as his automotive industry experience enables him to bring significant value as a member of the Board of Directors.
|
Age: 62
Director
since: 2024
|
PRINCIPAL OCCUPATION:
Partner of Fasken Martineau DuMoulin LLP (“Fasken”) since 1997
Mr. John Turner, age 62, previously served as a director of Allkem from 2021 to 2024.
Mr. Turner is currently a partner of Fasken, a law firm with offices in Canada, the UK, South Africa and China, and is currently the leader of the Global Mining Group and Chair of the Capital Markets and Mergers and Acquisitions
Group. Mr. Turner has been involved in many of the leading corporate finance and merger and acquisition deals in the resources sector.
OTHER BOARD EXPERIENCE:
Mr. Turner previously served as a director of Galaxy from 2017 until the Galaxy/Orocobre Merger. Mr. Turner has also been the
non-executive Chairman of GoGold Resources, Inc., a TSX-listed gold and silver mining company, since 2019.
QUALIFICATIONS:
Mr. Turner brings significant corporate, legal and transactional experience in the mining sector to the Board of Directors.
|
• |
reviewing the annual audited financial statements prior to the filing of the Company’s Form 10-K, and recommending to the Board of Directors whether the audited financial
statements should be included in the Company’s Form 10-K;
|
• |
reviewing the quarterly financial statements prior to the filing of the Company’s Form 10-Q;
|
• |
reviewing with management the Company’s earnings press releases;
|
• |
discussing with management, including the Chief Executive Officer and Chief Financial Officer, the Company’s disclosure controls and procedures and internal controls
over financial reporting;
|
• |
selecting an independent registered public accounting firm and evaluating its qualifications, performance and independence;
|
• |
pre-approving audit and permitted non-audit services provided by the independent registered public accounting firm; and
|
• |
evaluating the performance, responsibilities budget and staffing of the Company’s internal audit function.
|
• |
reviewing and approving executive compensation policies and practices and establishing total compensation for the Chief Executive Officer, among other officers;
|
• |
reviewing annually the Company’s compensation policies and practices;
|
• |
reviewing the terms of employment agreements, severance agreements, change in control protections and other compensatory arrangements for the Company’s executive officers;
|
• |
monitoring the Company’s environmental, social and governance practices related to human capital management, including those relating to diversity, equity and inclusion
initiatives;
|
• |
recommending to the Board of Directors the Company’s submissions to shareholders on executive compensation matters and assessing the results of such votes; and
|
• |
reviewing executive stock ownership guidelines and overseeing clawback, hedging, and pledging policies.
|
• |
reviewing and recommending director candidates;
|
• |
recommending the number, function, composition and Chairs of the Board of Directors’ committees;
|
• |
overseeing corporate governance, including an annual review of governance guidelines;
|
• |
overseeing director compensation;
|
• |
overseeing Board of Directors and committee evaluation procedures; and
|
• |
determining director independence.
|
• |
reviewing and overseeing employee and contractor occupational safety and health, and process safety programs;
|
• |
monitoring environmental performance and risk mitigation programs;
|
• |
monitoring corporate social responsibility programs;
|
• |
reviewing sustainability disclosures;
|
• |
monitoring audits and assurance of sustainability data and data collection methodology; and
|
• |
reviewing and overseeing sustainability management systems.
|
Name
|
Title at Livent
|
Paul W. Graves
|
President and Chief Executive Officer
|
Gilberto Antoniazzi
|
Vice President, Chief Financial Officer and Treasurer
|
Sara Ponessa
|
Vice President, General Counsel and Secretary
|
Executive Summary
|
Section I
|
Compensation Philosophy
|
Section II
|
Compensation Determination Process
|
Section III
|
Compensation Program Components
|
Section IV
|
Additional Compensation Policies and Practices
|
Section V
|
I. |
EXECUTIVE SUMMARY
|
• |
Link pay to performance over both the short and long terms;
|
• |
Align executive officers’ interests with those of Livent and Livent’s stockholders over the long term, generally through the use of equity as a significant component;
|
• |
Establish components of the program that were consistent with Livent’s business strategy and objectives;
|
• |
Provide market compensation to attract, motivate and retain executive talent; and
|
• |
Achieve all objectives in ways that incorporate due consideration of risk.
|
• |
Revenue was $882.5 million, an increase of $69.3 million versus 2022, primarily due to the favorable impact of higher pricing mainly driven by lithium hydroxide sales,
partially offset by a net unfavorable volume impact, with a decrease in butyllithium sales volumes offset by favorable lithium carbonate and lithium hydroxide sales volumes.
|
• |
Net income was $330.1 million, an increase of $56.6 million compared to the 2022 amount of $273.5 million, primarily due to higher gross margin and an increase in the gain
from the sale of Argentina Sovereign U.S. dollar-denominated bonds partially offset by higher restructuring and other charges, which were driven by an increase from transaction-related fees for the merger with Allkem.
|
• |
Adjusted EBITDA was $502.5 million, compared to the 2022 amount of $366.7 million, primarily due to the favorable impact of higher pricing, which was driven by lithium
hydroxide, and a favorable mix of raw material costs, partially offset by higher selling, general and administration costs. (For the purpose of the 2023 annual incentive plan, the Livent Committee modified Adjusted EBITDA modestly, as
described below under “Notable Aspects of Livent’s 2023 Executive Compensation Program”.)
|
• |
Livent’s Adjusted EBITDA, which represented 60% of the Company Measures, was achieved at 85% of target, yielding a 0.45 achievement level. In light of market pricing
conditions, and the Board’s related strategic considerations surrounding the timing of expansion project operations commencement, the Livent Committee adjusted the achievement rating modestly from 0.45 to 0.50 to account for the
decision that was in the best interest of shareholders but that nevertheless affected results.
|
• |
On the delivery of expansion goals, which represented 20% of the Company Measures, Livent achieved: 0.96 with respect to the Argentina Expansion and 0.80 with respect to
the North Carolina Expansion, yielding a combined 0.92 achievement level.
|
• |
Combined, the overall achievement level for Company Measures was 0.60.
|
• |
Stock options were assumed by the Company and converted to equivalent awards with respect to Company stock and remain subject to the same terms and conditions.
|
• |
Time-based RSUs were assumed by the Company, with a pro rata portion vesting in Company shares following such assumption, and with the unvested portion converted to
equivalent awards with respect to Company stock and remaining subject to the same terms and conditions.
|
• |
PSUs fully vested at target. The vesting of the PSUs was accelerated from January 4, 2024, the closing of the merger, to December 22, 2023.
|
II. |
COMPENSATION PHILOSOPHY
|
What We Do
|
|||
☑ |
Pay for Performance
|
The majority of total executive compensation opportunity was variable and at-risk.
|
|
☑ |
Independent Compensation Consultant
|
Engaged an independent compensation consultant to provide information
and advice for use in the Livent Committee’s decision-making.
|
|
☑ |
Clawback
|
Incentive compensation subject to clawback if Livent restated its financials due to material non-compliance with a financial reporting
requirement.
Equity awards could also be clawed back if a participant engaged in serious misconduct, was terminated for cause, or competed with
Livent.
|
|
☑
|
Stock Ownership Guidelines
|
Adopted guidelines for executive officers to maintain meaningful levels
of stock ownership.
|
|
☑ |
Cap Bonus Payouts and Equity Grants
|
Annual incentive plan and equity awards had upper limits on the amounts of
cash and equity that may be earned.
|
|
☑ |
Double Trigger Change-in-Control Severance
|
Livent entered into agreements with NEOs that provide certain
financial benefits if there was both a change in control and termination of employment (a “double trigger”). A change in control alone did not trigger severance pay.
|
|
What We Don’t Do
|
|||
☒ |
No Repricing of Underwater Stock Options
|
The equity plan expressly prohibited repricing of stock options or
exchanges of underwater stock options without shareholder approval.
|
|
☒ |
No Excessive Perks
|
Did not provide large perquisites to executive officers.
|
|
☒ |
No Excise Tax Gross-Ups
|
Did not provide excise tax gross-ups on change-in-control payments.
|
|
☒ |
No hedging or pledging of Company shares
|
Did not permit executive officers and directors to pledge or hedge their
shares.
|
III. |
COMPENSATION DETERMINATION PROCESS
|
Albemarle Corporation (ALB)*
|
CVR Partners, LP(UAN)
|
Innospec Inc. (IOSP)
|
American Vanguard Corporation (AVD)
|
Ecovyst Inc. (ECVT)
|
Intrepid Potash, Inc. (IPI)
|
Amyris, Inc. (AMRS)
|
Element Solutions Inc. (ESI)*
|
Mineral Technologies, Inc. (MTX)*
|
Ashland Inc. (ASH)*
|
FutureFuel Corporation (FF)
|
Quaker Chemical Corporation (KWR)
|
Balchem Corporation (BCPC)
|
GCP Applied Technologies, Inc. (GCP)
|
Sensient Technologies Corporation (SXT)
|
Chase Corporation (CCF)
|
Hawkins, Inc. (HW KN)
|
Sisecam Resources LP (SIRE)
|
Compass Minerals International, Inc. (CMP)
|
Ingevity Corporation (NGVT)
|
Tredegar Corporation (TG)
|
Market Cap
($mm)
|
Revenue
($mm)
|
|||||||
Peers
|
||||||||
25th percentile
|
$
|
669.0
|
$
|
590.2
|
||||
Median
|
$
|
1,313.5
|
$
|
878.2
|
||||
75th percentile
|
$
|
2,463.3
|
$
|
1,616.2
|
||||
Livent Corporation
|
$
|
3,724.4
|
$
|
472.2
|
||||
Rank
|
83rd%
|
18th%
|
IV.
|
COMPENSATION PROGRAM COMPONENTS
|
Element
|
Description
|
Additional Detail
|
||
Base Salary
|
Fixed cash compensation.
Determined based on each executive officer’s role, individual skills, experience, performance, and external market value.
|
Base salaries are intended to provide stable compensation to executive officers, allow Livent to attract and retain skilled executive talent and maintain
a stable leadership team.
|
||
Short-Term
Incentives: Annual
Cash Incentive
Opportunities
|
Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals.
80% of the award is based on corporate objectives and 20% is based on individual measures.
For the corporate objectives and individual measures, cash incentives are capped at a maximum of 200% of each NEO’s target opportunity.
Performance against the corporate objectives must exceed a threshold level of performance in order to earn any credit toward a payout
with respect to that goal.
|
Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve Livent’s annual goals; payout levels are
generally determined based on actual financial results and non-financial objectives, and individual goals specific to each NEO.
|
||
Long-Term
Incentives: Annual
Equity-Based
Compensation
|
Variable equity-based compensation.
Stock Options: Right to purchase shares at a price equal to the stock price on the grant date with three-year cliff vesting.
RSUs: Restricted stock units that are time-based with three-year cliff vesting.
PSUs: Restricted stock units that are performance-based with three-year cliff vesting. For 2023 grants, the applicable performance-based vesting measure
was relative TSR.
|
Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to
stockholders, as well as to attract and retain executive officers.
Links with stockholder value creation; aligns with stockholders; filters out macroeconomic and other factors not within management’s
control.
|
NEO
|
2023
Base Salary
|
2022
Base Salary
|
% Change
|
|||||||||
Paul W. Graves
|
$
|
860,000
|
$
|
825,000
|
4.2
|
%
|
||||||
Gilberto Antoniazzi
|
$
|
450,000
|
$
|
420,000
|
7.1
|
%
|
||||||
Sara Ponessa
|
$
|
390,000
|
$
|
360,000
|
8.3
|
%
|
2023 Threshold
Level
Opportunity
|
2023 Target Level
Opportunity
(as % of
Applicable Base
Salary)
|
2023 Maximum
Level
Opportunity
(as % of Applicable
Base Salary)
|
||||||||||
Paul W. Graves
|
0
|
%
|
100
|
%
|
200
|
%
|
||||||
Gilberto Antoniazzi
|
0
|
%
|
65
|
%
|
130
|
%
|
||||||
Sara Ponessa
|
0
|
%
|
60
|
%
|
120
|
%
|
Company Measures
|
||||||
Financial Performance Metric
|
Weighting
|
Threshold
($ in millions)
|
Target
($ in millions)
|
Maximum
($ in millions)
|
Actual Result
($ in millions)
|
Achievement
Rating
|
Adjusted EBITDA
|
60%
|
450
|
545
|
630
|
504
|
0.50
|
Payout Percentage (as a % of target payout)
|
0%
|
100%
|
200%
|
85%
|
||
Financial Metric
Payout Percentage
|
0.50
|
Delivery of Expansion
Projects Metrics
|
Weighting
|
Actual Result
|
Achievement
Rating
|
Argentina carbonate expansion
|
15%
|
Excellent safety performance, fully staffed the facility and trained the team, made engineering study progress. As described above, based
on the strategic decision regarding the timing of expansion project operations commencement, which was in the best interest of shareholders, the timeline measure was not fully met.
|
0.96
|
North Carolina lithium hydroxide expansion
|
5%
|
Livent partially completed engineering milestones.
|
0.80
|
Delivery of Expansion Projects Payout Percentage
|
0.92
|
|||
|
||||
Total Financial Metric and Expansion Projects Metric Payout Percentage
|
0.60
|
• |
Mr. Graves: Continue to build Livent organization’s capabilities to ensure it can take advantage of the opportunities presented to it from its leadership role in the fast-growing lithium
industry. Lead organizational focuses on safety and quality. Develop roadmap for Livent’s next phase of growth: Deliver additional expansion of existing resources, Identification of additional potential resources for Livent to
consider developing with a focus on Nemaska Lithium Inc. Define target customer relationships, including mix of customers, maximum acceptable customer exposures and contracting strategy, Develop future financing roadmap. Develop
internal capabilities in critical areas: expansion and resource development, mining, recycling, process technology, R&D and global commercial. Lead long-term sustainability goals and plan to achieve.
|
• |
Mr. Antoniazzi: Continue to lead timely delivery of capacity expansion projects across the globe. Continue to drive cash-flow discipline, and secure both funding and access to financing for
deploying growth strategies. Advance Nemaska Lithium Inc. project through more active involvement in both the commercial and capital deployment areas. Continue to support/drive safety and quality continuous improvement. Continue to
actively promote further diversity in the workplace and strengthen talent pool/leadership to support growing business complexity. Actively engage on relevant commercial decisions and contract strategies, with a particular focus on
both pricing and product flow dynamics. Maintain active engagement with the Livent Audit Committee with a continued focus on timely and fair representation of the company’s operations and results.
|
• |
Ms. Ponessa: Drive agile and effective support of commercial contract, business growth, and asset development strategic initiatives. Lead impactful compliance and ethics efforts; achieve
strong safety performance across the global Law Department. Advance Company goals through leadership in recruitment, retention, and mentoring activities that support positive DE&I outcomes. Implement Law Department talent
development and staffing plans to meet the future needs of the business and ensure agile and effective support. Provide sound corporate governance advice and support to the Livent Board of Directors and the Livent Nominating
Committee.
|
• |
Mr. Graves: Led the Livent strategy to engage in the merger of equals transaction with Allkem to create the Company. He developed the strategic rationale underlying the merger of equals structure, the early
assessment of potential synergies and the evaluation of shareholder acceptance for the combined company. He directed the comprehensive due diligence for the merger, spanning financial, operational, regulatory, legal and cultural
workstreams. He led the negotiations for the merger transaction agreement, providing the equity framework for both legacy companies and the governance and tax structure of the combined entity, with consideration for both employee and
shareholder interests. Once a merger agreement was reached, Mr. Graves led the team responsible for the complex cross-border regulatory approval processes, as well as global shareholder engagement to secure shareholder approval in
both the U.S. and Australia. He then laid the framework for pre-integration planning during the second half of 2023, to the extent it was permitted under regulatory guidelines, which focused on the combined company’s operating model
across Finance, Legal, Operations and Capital Projects. He also led the work to assess the cultural compatibility of the two legacy companies to identify areas of focus and risk for the integration. Mr. Graves accomplished all this
while also delivering Livent’s 2023 financial, safety, quality, expansion and sustainability objectives. He helped Livent achieve full year 2023 financial performance which exceeded its record results in 2022, while navigating the
company through a challenging business environment when the company was impacted by the sharp decline in lithium pricing which affected the entire lithium industry. The commercial structure of Livent’s long-term contracts with leading
automotive OEMs and battery makers helped mitigate the overall impact of the pricing declines, resulting in Year over Year revenue growth of 9% and Adjusted EBITDA growth of 37%. On the commercial front, Mr. Graves helped Livent
negotiate terms of key customers contracts. He also helped Livent establish key industry partnerships, one with Sakuu for the successful application of Livent’s LIOVIX® formulation in Sakuu’s advanced 3D-printed batteries and
state-of-the-art manufacturing process, and another with ILiAD Technologies for its next-generation Direct Lithium Extraction (DLE) platform. Safety continued to be top priority for Mr. Graves, and in 2023, he helped the company
achieve a Total Recordable Injury Rate (TRIR) of .38. Mr. Graves also led Livent’s continued focus on quality and customer qualifications of Lithium Hydroxide from its new 5,000 metric ton conversion unit in Bessemer City, which was
important to key automotive OEM customers looking to source Inflation Reduction Act (IRA) compliant materials and regionalize their supply chains. Livent’s other expansion projects also progressed under Mr. Graves’ leadership. Over
the course of the year, the company took important steps to advance its Phase I Lithium Carbonate expansion in Argentina, albeit at a slower pace than expected, and progressed engineering for Phase II. It also completed a 15,000
metric ton Lithium Hydroxide conversion site in a new location in Zhejiang, doubling the company’s production capacity in China. With regards to the development of hard rock lithium resources, Mr. Graves served on the Board of Nemaska
Lithium and led the negotiations for Livent to provide significant technical and commercial expertise to Nemaska Lithium, including engaging in exclusive sales and marketing efforts on behalf of Nemaska Lithium. He also led the team
responsible for the sale of Livent’s butyllithium manufacturing site in Patancheru, India, to Neogen Chemicals, a buyer that was committed to the pharmaceutical and specialty chemicals market in India, and like Livent, had a strong
commitment to employees and local communities. Mr. Graves continued to lead Livent’s Sustainability strategy, which included completing a multi-year voluntary study on sustainable water use in Andean salars and aquifers (sponsored by
BMW and BASF); forming an Energy Transition Team to identify opportunities to work with stakeholders and partners to connect Livent’s Fenix operations with energy grids in Argentina; and continued optimization of existing processes to
drive long-term intensity improvements in greenhouse gas (GHG) emissions, waste disposed and water use across the company’s operations, while improving its energy mix. Under Mr. Graves’ leadership, the company also completed its first
ever global Scope 3 screening of Livent’s GHG emissions; provided its first disclosure of global NOx and SOx air pollutants and delivered on its goal of completing ISO-compliant Life Cycle Assessments for Livent’s key products by
2025, ahead of schedule. For its sustainability achievements, Livent was recognized by Newsweek in its list of “America’s Most Responsible Companies 2024.” Mr. Graves also continued to lead Livent’s focus on talent, improving the
company’s workforce profile in gender and racial diversity, fostering an environment of inclusiveness, and strengthening programs for attracting, retaining and developing talent as the company prepared for the merger with Allkem.
|
• |
Mr. Antoniazzi: Helped steer the negotiations with Allkem management, including the deal strategy and construction of transaction agreements and structure, which led to the cross-border
merger of equals deal with Allkem and the creation of the Company. He led critical aspects of the transaction including the approach for an all-stock structure, the tax strategy of the merged company, and the financial filings in the
United States required for shareholders’ approval. Mr. Antoniazzi also directly engaged with both the Australian and US investor base to gather support for shareholders’ approval of the transaction. Beyond his involvement in the
transformative Livent-Allkem merger transaction, Mr. Antoniazzi focused on driving a record year of financial performance for the Livent legacy company in 2023, while helping navigate the company through a lithium market downturn. He
operated strong cash-flow discipline securing all needed funding to advance capacity expansion projects across the globe, leading to the completion of construction of both a new 10,000 metric ton capacity lithium carbonate plant in
Argentina and an additional 15,000 metric ton lithium hydroxide plant in China. He led the renewal of the company’s $500 million dollar revolver credit facility. On the Nemaska Lithium project front, Mr. Antoniazzi supported the
renegotiation of the shareholders agreement with Investissement Québec which resulted in the consolidation of Nemaska Lithium’s financial results with Livent’s (now the Company’s) financial results. Mr. Antoniazzi has also helped
guide the company’s commercial pricing strategy, resulting in both greater profitability and cash-flow predictability for the business. On the governance front, Mr. Antoniazzi continued to lead the company’s timely and compliant
financial reporting, including one-time related financial filings associated with both the merger transaction as well as the consolidation of Nemaska Lithium’s results. He was actively engaged in promoting a diverse workforce,
including planning for talent retention and development for the newly formed company.
|
• |
Ms. Ponessa: Successfully led and executed all legal, regulatory (securities, antitrust, FDI, etc.), and compliance aspects of the complex cross-border Livent/Allkem merger of equals transaction and pre-closing
integration activities. Ms. Ponessa led the legal deal strategy, project management, and conflict resolution activities to achieve the objectives and timeline to closing of the transaction. Along with her team she structured and
negotiated project and commercial support arrangements for Nemaska to facilitate enhanced operational oversight in compliance with antitrust laws. She also oversaw negotiations of strategic supply and procurement agreements to support
commercial and expansion strategy. During the year she was a key contributor to the legal and strategic aspects of business development activities, including strategic investment and R&D collaboration transactions. Working cross
functionally she provided strategic management of commercial, labor, and other disputes to minimize litigation risk and financial exposure. Ms. Ponessa also provided executive oversight aimed at enhancing the risk-based approach to
Livent’s compliance program, including formal transition to the best practice approach of cross-functional annual risk reviews of legal, compliance, and regulatory matters in coordination with enterprise risk management processes. Ms.
Ponessa has provided executive legal guidance on compliance due diligence and pre-closing integration planning activities relating to the combined company’s compliance program. She actively provided executive mentorship for Livent's
Global Women's Network (GWN), including her serving as a speaker for the Argentina GWN event, and global International Women's Day event. She was a leader in facilitating diverse slates of candidates for open roles which resulted in
the hiring of highly qualified diverse candidates into senior Law Department roles in China and US. Ms. Ponessa prioritized the development of her team by holding department-wide legal and compliance trainings with guest speakers, and
individual coaching/outside training to enhance the leadership and management skills of team members. She designed a Day 1 Company Law Department and compliance program structure to support the combined business in an effective and
agile manner and oversaw the successful execution of all other legal and compliance integration activities, including the timely and flawless closing of the merger of equals transaction and effective preparation of all governance
documents and processes for the Company Board of Directors and Board Committees. She effectively advised management, the Board and Committees on legal, compliance, and governance matters, including those associated with the merger of
equals transaction and U.S. securities and NYSE requirements.
|
NEO
|
Target
Incentive
|
Company
Measures:
80% of Target
Incentive
|
Company
Measures
Rating
|
Company
Measures
Incentive
Payout
Amount
|
Individual
Measures:
20% of
Target
|
Individual
Measures
Rating
|
Individual
Measures:
Incentive
Payout
Amount
|
Total 2023
Incentive
Payout
Amount
|
||||||||||||||||||||||||
Paul W. Graves
|
$
|
860,000
|
$
|
688,000
|
0.60
|
$
|
416,240
|
$
|
172,000
|
1.50
|
$
|
258,000
|
$
|
674,240
|
||||||||||||||||||
Gilberto Antoniazzi
|
$
|
292,500
|
$
|
234,000
|
0.60
|
$
|
141,570
|
$
|
58,400
|
1.50
|
$
|
87,750
|
$
|
229,320
|
||||||||||||||||||
Sara Ponessa
|
$
|
234,000
|
$
|
187,200
|
0.60
|
$
|
113,256
|
$
|
46,800
|
1.50
|
$
|
70,200
|
$
|
183,456
|
Equity Vehicle
|
2023
Allocation
|
Vesting
Period
|
How Value is
Delivered
|
Rationale for Use
|
PSUs
|
■ 25%
|
■ 3-year cliff
|
■ 2023-2025 Relative TSR
|
■ TSR ties executive officer compensation to shareholder value creation
■ Use of relative TSR to filter macroeconomic and other factors where management
may have limited ability to influence
|
Stock Options
|
■ 25%
|
■ 3-year cliff
■ Exercise price: closing price on grant date
■ 10-year term
|
■ Share price appreciation
|
■ Prioritizes increasing shareholder value
■ Promotes long-term focus
|
RSUs
|
■50%
|
■ 3-year cliff
|
■ Value of stock
|
■ Aligns with stockholders
■ Promotes retention
■ Provides value even during periods of stock price or market underperformance
|
• |
the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies;
|
• |
individual performance and criticality of, and expected future contributions of the NEO;
|
• |
time in role, skills and experience; and
|
• |
retention considerations.
|
Performance Level
|
TSR Percent Rank
|
Earned Percentage
|
Below Threshold
|
Below 25th Percentile
|
0%
|
Threshold
|
25th Percentile
|
50%
|
Target
|
50th Percentile
|
100%
|
Maximum
|
75th Percentile and above
|
200%
|
NEO
|
Target Value
($)
|
PSUs
($)
|
PSUs
(#)
|
*
|
Stock
Options
($)
|
Stock
Options
(#)
|
RSUs
($)
|
RSUs
(#)
|
||||||||||||||||||||
Paul W. Graves
|
2,200,000
|
550,000
|
22,367
|
550,000
|
59,653
|
1,100,000
|
47,150
|
|||||||||||||||||||||
Gilberto Antoniazzi
|
550,000
|
137,500
|
5,592
|
137,500
|
14,914
|
275,000
|
11,788
|
|||||||||||||||||||||
Sara Ponessa
|
450,000
|
112,500
|
4,576
|
112,500
|
12,202
|
225,000
|
9,645
|
• |
Stock options were assumed by the Company and converted to equivalent awards with respect to Company stock and remain subject to the same terms and conditions.
|
• |
Time-based RSUs were assumed by the Company, with a pro rata portion vesting in Company shares following such assumption, and with the unvested portion converted to
equivalent awards with respect to Company stock and remaining subject to the same terms and conditions.
|
• |
PSUs vested fully at target. The vesting of the PSUs was accelerated from January 4, 2024, the closing of the merger, to December 22, 2023.
|
V.
|
ADDITIONAL COMPENSATION POLICIES AND PRACTICES
|
Position
|
Multiple of
Base
Salary
|
|||
Chief Executive Officer
|
5x
|
|
||
Chief Financial Officer and General Counsel
|
2x
|
|
Name and Principal Position*
|
Year
|
Salary
($)
|
Bonus
($) (1)
|
Stock
Awards
($) (2)
|
Option
Awards
($) (3)
|
Non-Equity
Incentive
Plan
Compensation
($) (4)
|
All Other
Compensation
($) (5)
|
Total
($)
|
||||||||||||||||||||||
Paul W. Graves
President and
Chief Executive Officer
|
2023
|
854,167
|
500,000
|
2,184,779
|
550,001
|
674,240
|
306,825
|
5,070,011
|
||||||||||||||||||||||
2022
|
820,833
|
1,275,021
|
425,002
|
1,395,900
|
227,928
|
4,144,685
|
||||||||||||||||||||||||
2021
|
800,000
|
1,175,009
|
1,175,000
|
1,432,000
|
165,832
|
4,747,841
|
||||||||||||||||||||||||
Gilberto Antoniazzi
Vice President, Chief Financial
Officer and Treasurer
|
2023
|
445,000
|
200,000
|
548,414
|
137,507
|
229,320
|
289,616
|
1,849,858
|
||||||||||||||||||||||
2022
|
416,667
|
337,528
|
112,503
|
421,344
|
249,469
|
1,537,511
|
||||||||||||||||||||||||
2021
|
400,000
|
312,515
|
312,502
|
436,800
|
130,107
|
1,591,924
|
||||||||||||||||||||||||
Sara Ponessa
Vice President, General
Counsel and Secretary
|
2023
|
385,000
|
200,000
|
444,948
|
112,502
|
183,456
|
91,165
|
1,417,071
|
||||||||||||||||||||||
2022
|
358,333
|
243,772
|
81,253
|
361,152
|
70,592
|
1,115,103
|
||||||||||||||||||||||||
2021
|
350,000
|
209,300
|
209,302
|
369,600
|
52,030
|
1,190,231
|
(1)
|
The amounts shown in this column represent discretionary transaction bonus awards paid to each of the NEOs in December 2023 in connection with their
efforts in closing of the merger with Allkem.
|
(2)
|
The amounts shown in the Stock Awards column include the aggregate grant date fair value of the RSUs and PSUs, computed in
accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. Amounts shown in this column relating to RSUs reflect the market value of the RSUs using the closing
price of a share of Livent’s common stock as reported on the NYSE on the date of grant, multiplied by the number of shares underlying each award. Amounts shown in this column relating to PSUs were determined using a Monte Carlo
simulation model. The grant date fair value of the PSUs included above is determined based upon achievement of performance at the “target” level, which was the probable outcome of the performance metrics associated with each award
of PSUs as of the grant date. If performance for the PSUs were to be achieved at the “maximum” level, the grant date fair value of the PSUs for the NEOs would have been as follows: Mr. Graves: $1,100,009, Mr. Antoniazzi: $275,015,
and Ms. Ponessa: $225,048. For information regarding assumptions, factors and methodologies used in the computations pursuant to Topic 718, see Note 12 to the consolidated financial statements in this Annual Report. Additionally,
the amounts in the Stock Awards column include the aggregate incremental fair value of the outstanding PSUs granted in 2022 and 2023, the vesting of which was accelerated at the target level in December 2023 in connection with the
merger with Allkem.
|
(3)
|
The amounts shown in the Option Awards column represent the aggregate grant date fair value of stock options computed in accordance
with Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. For information regarding assumptions, factors and methodologies used in the computations pursuant to Topic 718, see Note 12 to the
consolidated financial statements in this Annual Report.
|
(4)
|
The amounts shown in this column represent the Annual Incentive amounts earned by the NEOs for 2023 and paid in cash, as
described in the section entitled “Annual Incentive Plan” in the CD&A.
|
(5)
|
The amounts reported in this column for 2023 for Livent’s NEOs reflect the following:
|
All Other Compensation
|
Employer
Match to
Qualified
Savings Plan
|
Employer
Match to
Non-Qualified
Savings Plan
|
Employer
Non-Elective
Contributions to
Qualified Savings Plan
|
Employer
Non-Elective "Core"
Contributions to
Non- Qualified
Savings Plan
|
Supplemental
Contribution to
Non-Qualified
Savings Plan
|
Club
Membership
|
Financial
Planning
|
Reserved
Parking (a)
|
Total
|
|||||||||||||||||||||||||||
Paul Graves
|
13,200
|
103,772
|
16,500
|
129,715
|
30,197
|
7,500
|
5,940
|
306,825
|
||||||||||||||||||||||||||||
Gilberto Antoniazzi
|
13,200
|
30,627
|
30,300
|
134,050
|
68,000
|
-
|
7,500
|
5,940
|
289,616
|
|||||||||||||||||||||||||||
Sara Ponessa
|
13,200
|
23,984
|
16,500
|
29,980
|
-
|
7,500
|
-
|
91,165
|
(a)
|
This column includes the incremental cost to Livent of providing Mr. Graves and Mr. Antoniazzi with reserved
parking at Livent's Philadelphia office based on the monthly amount paid.
|
All Other | All Other | Grant Date | |||||||||||||||||||||||||||||||||||||
Estimated Future Payouts | Estimated Future Payouts | Stock Awards: | Option Awards: | Fair Value | |||||||||||||||||||||||||||||||||||
Under Non-Equity Incentive | Under Equity Incentive | Number of | Number of | Exercise or | Of Stock | ||||||||||||||||||||||||||||||||||
Plan Awards (1) | Plan Awards (2) | Shares of Stock | Securities | Base Price of | and Option | ||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Underlying Options | Option Awards | Awards | ||||||||||||||||||||||||||||||
Name | Grant Date |
($)
|
($)
|
($)
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(3)
|
|
(#)(4)
|
|
($/Sh)
|
($)
|
|||||||||||||||||||||||
Paul W. Graves
|
0
|
860,000
|
1,720,000
|
||||||||||||||||||||||||||||||||||||
2/22/2023 |
11,184
|
22,367 |
44,734
|
550,005 | (5) | ||||||||||||||||||||||||||||||||||
2/22/2023 | 47,150 |
1,100,010 | (6) | ||||||||||||||||||||||||||||||||||||
2/22/2023 | 59,653 |
23.33
|
550,001 | (7) | |||||||||||||||||||||||||||||||||||
12/22/2023 |
149,287 |
(8) | |||||||||||||||||||||||||||||||||||||
12/22/2023 | 385,478 |
(9) | |||||||||||||||||||||||||||||||||||||
Gilberto Antoniazzi | 0 |
292,500 |
585,000 |
||||||||||||||||||||||||||||||||||||
2/22/2023 |
2,796 |
5,592 |
11,184 |
137,507
|
(5) |
||||||||||||||||||||||||||||||||||
2/22/2023 |
11,788 |
275,014
|
(6) | ||||||||||||||||||||||||||||||||||||
2/22/2023 | 14,914 |
23.33 |
137,507
|
(7) | |||||||||||||||||||||||||||||||||||
12/22/2023 |
39,519
|
(8) | |||||||||||||||||||||||||||||||||||||
12/22/2023 |
96,374
|
(9) | |||||||||||||||||||||||||||||||||||||
Sara Ponessa
|
0 |
234,000 |
468,000 |
||||||||||||||||||||||||||||||||||||
2/22/2023 |
2,288 |
4,576 |
9,152 |
112,524
|
(5) |
||||||||||||||||||||||||||||||||||
2/22/2023 |
9,645 |
225,018
|
(6) | ||||||||||||||||||||||||||||||||||||
2/22/2023 |
12,202 |
23.33 |
112,502
|
(7) | |||||||||||||||||||||||||||||||||||
12/22/2023 |
28,543
|
(8) | |||||||||||||||||||||||||||||||||||||
12/22/2023 |
78,864
|
(9) |
(1) |
The actual amount of the Annual Incentive paid to each NEO with respect to 2023 is stated in the “Non-Equity Incentive Plan Compensation” column of the
Summary Compensation Table. The threshold, target and maximum performance signify performance that will yield a rating of 0, 1.0 and 2.0, respectively. In order for any payout to be earned, performance must exceed the threshold level.
With respect to the Adjusted EBITDA metric, the amount paid for performance falling between the threshold and target achievement levels and the target and maximum achievement levels is determined using straight-line interpolation.
|
(2) |
Amounts disclosed in these columns reflect the threshold, target and maximum number of PSUs that may be earned with respect to the PSUs granted to
Livent’s NEOs in 2023. The PSUs would vest based on Livent’s Relative TSR Percentile Ranking over the three-year performance period from January 1, 2023 to December 31, 2025. See “Compensation Program Components—Long-Term Incentives” for a more detailed description of these PSUs.
|
(3) |
Amounts disclosed in this column reflect the number of RSUs granted to Livent’s NEOs in 2023. The RSUs vest in full on the third anniversary of the grant
date, subject to continued service.
|
(4) |
Amounts disclosed in this column reflect the number of stock options granted to Livent’s NEOs in 2023. The options vest in full on the third anniversary
of the grant date, subject to continued service.
|
(5) |
The amounts shown for PSUs represent the aggregate grant date fair value of the PSUs, computed in accordance with Topic 718, excluding the effect of
estimated forfeitures and assuming target performance. Amounts disclosed for these PSUs were determined using a Monte Carlo simulation valuation model. For information regarding assumptions, factors and methodologies used in the
computations pursuant to Topic 718, see Note 12 to the consolidated financial statements in this Annual Report.
|
(6) |
The amounts shown for RSUs represent the aggregate grant date fair value of the RSUs, computed in accordance with Topic 718, excluding the effect of
estimated forfeitures. Amounts relating to RSUs reflect the market value of the RSUs using the closing price of a share of Livent’s common stock as reported on the NYSE on the date of grant, multiplied by the number of shares
underlying each award.
|
(7) |
The amounts shown for stock options represent the aggregate grant date fair value of the stock options, computed in accordance with Topic 718, excluding
the effect of estimated forfeitures. Amounts disclosed for stock options were determined using the Black-Scholes option pricing model. For information regarding assumptions, factors and methodologies used in the computations pursuant
to Topic 718, see Note 12 to the consolidated financial statements in this Annual Report.
|
(8) |
Amounts disclosed in this row reflect the incremental fair value expense calculated in accordance with Topic 718 that was recognized in connection with
the modification of the outstanding 2022 PSUs, the vesting of which at target was accelerated on December 22, 2023 in connection with the January 4, 2024 merger with Allkem. This amount is included in the Stock Awards column of the
Summary Compensation Table. See “Compensation Awarded and Equity Treatment in Connection with Livent’s Merger with Allkem to Form Arcadium Lithium – Treatment of Outstanding Equity.”
|
(9) |
Amounts disclosed in this row reflect the incremental fair value expense calculated in accordance with Topic 718 that was recognized in connection with
the modification of the outstanding 2023 PSUs, the vesting of which at target was accelerated on December 22, 2023 in connection with the January 4, 2024 merger with Allkem. This amount is included in the Stock Awards column of the
Summary Compensation Table. See “Compensation Awarded and Equity Treatment in Connection with Livent’s Merger with Allkem to Form Arcadium Lithium – Treatment of Outstanding Equity.”
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||
Equity
|
|||||||||||||||||||||||||||||||||||
Equity
|
Incentive
|
||||||||||||||||||||||||||||||||||
Equity
|
Incentive
|
Plan Awards:
|
|||||||||||||||||||||||||||||||||
Incentive
|
Plan Awards:
|
Market or
|
|||||||||||||||||||||||||||||||||
Plan Awards:
|
Number of
|
Payout Value
|
|||||||||||||||||||||||||||||||||
Number of
|
Market
|
Unearned
|
of Unearned
|
||||||||||||||||||||||||||||||||
Securities
|
Number of
|
Value of
|
Shares,
|
Shares,
|
|||||||||||||||||||||||||||||||
Number of Securities
|
Underlying
|
Shares or
|
Shares or
|
Units or
|
Units or
|
||||||||||||||||||||||||||||||
Underlying Unexercised
|
Unexercised
|
Option
|
Units That
|
Units That
|
Other Rights
|
Other Rights
|
|||||||||||||||||||||||||||||
Options
|
Unearned
|
Exercise
|
Option
|
Have Not
|
Have Not
|
That Have
|
That Have
|
||||||||||||||||||||||||||||
Exercisable
|
Unexercisable
|
Options
|
Price
|
Expiration
|
Vested
|
Vested
|
Not Vested
|
Not Vested
|
|||||||||||||||||||||||||||
Name
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
Date
|
(#)
|
|
($) (1)
|
(#)
|
|
(#)
|
|
||||||||||||||||||||
Paul Graves
|
97,273
|
9.12
|
2/27/2025
|
||||||||||||||||||||||||||||||||
129,301
|
8.29
|
2/27/2027
|
|||||||||||||||||||||||||||||||||
83,342
|
12.26
|
2/15/2028
|
|||||||||||||||||||||||||||||||||
266,667
|
17.00
|
10/10/2028
|
|||||||||||||||||||||||||||||||||
200,512
|
(2)
|
20.35
|
2/22/2031
|
57,740
|
(3)
|
1,038,165
|
|||||||||||||||||||||||||||||
60,628
|
(4)
|
21.01
|
2/23/2032
|
40,457
|
(5)
|
727,417
|
|||||||||||||||||||||||||||||
59,653
|
(6)
|
23.33
|
2/22/2033
|
47,150
|
(7)
|
847,757
|
|||||||||||||||||||||||||||||
Gilberto Antoniazzi
|
|||||||||||||||||||||||||||||||||||
11,740
|
9.12
|
2/27/2025
|
|||||||||||||||||||||||||||||||||
17,338
|
8.29
|
2/27/2027
|
|||||||||||||||||||||||||||||||||
10,328
|
12.26
|
2/15/2028
|
|||||||||||||||||||||||||||||||||
85,715
|
17.00
|
10/10/2028
|
|||||||||||||||||||||||||||||||||
53,328
|
(2)
|
20.35
|
2/22/2031
|
15,357
|
(3)
|
276,119
|
|||||||||||||||||||||||||||||
16,049
|
(4)
|
21.01
|
2/23/2032
|
10,710
|
(5)
|
192,566
|
|||||||||||||||||||||||||||||
14,914
|
(6)
|
23.33
|
2/22/2033
|
11,788
|
(7)
|
211,948
|
|||||||||||||||||||||||||||||
Sara Ponessa
|
53,334
|
17.00
|
10/10/2028
|
||||||||||||||||||||||||||||||||
35,717
|
(2)
|
20.35
|
2/22/2031
|
10,285
|
(3)
|
184,924
|
|||||||||||||||||||||||||||||
11,591
|
(4)
|
21.01
|
2/23/2032
|
7,735
|
(5)
|
139,075
|
|||||||||||||||||||||||||||||
12,202
|
(6)
|
23.33
|
2/22/2033
|
9,645
|
(7)
|
173,417
|
(1) |
Amounts disclosed in this column reflect the market value of the RSUs reported in the preceding column using the closing price of a Livent share as
reported on the NYSE on December 29, 2023, the last trading day of the year, multiplied by the number of shares underlying each award.
|
(2) |
These stock options vested and became exercisable on February 22, 2024.
|
(3) |
These RSUs vested on February 22, 2024. These were assumed by the Company upon the closing of the merger, with a pro rata portion that vested in Company
shares and the remaining portion that converted to equivalent awards with respect to Company stock subject to the same terms and conditions.
|
(4) |
These stock options will vest and become exercisable on February 23, 2025.
|
(5) |
These RSUs will vest on February 23, 2025. These RSUs were assumed by the Company upon the closing of the merger, with a pro rata portion that vested in
Company shares and the remaining portion that converted to equivalent awards with respect to Company stock subject to the same terms and conditions.
|
(6) |
These stock options will vest and become exercisable on February 23, 2026.
|
(7) |
These RSUs will vest on February 23, 2026. These RSUs were assumed by the Company upon the closing of the merger, with a pro rata portion that vested in
Company shares and the remaining portion that converted to equivalent awards with respect to Company stock subject to the same terms and conditions.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Number of Shares
|
Value Realized
|
Number of Shares
|
Value Realized
|
|||||||||||||
Acquired on Exercise
|
on Exercise
|
Acquired on Vesting
|
on Vesting
|
|||||||||||||
Name
|
(#) (1)
|
|
($) (2)
|
(#) (3)
|
|
($) (4)
|
||||||||||
Paul Graves
|
71,303
|
465,252
|
42,781
|
703,320
|
||||||||||||
Gilberto Antoniazzi
|
8,603
|
33,466
|
10,996
|
180,774
|
||||||||||||
Sara Ponessa
|
8,479
|
139,395
|
(1) |
The amounts shown in this column represent the total number of shares subject to options exercised during 2023.
|
(2) |
The amounts shown in this column reflect the difference between the price of a share of Livent’s common stock underlying the option when exercised and the
applicable exercise price, multiplied by the number of shares underlying each award. The value realized on exercise is pre-tax.
|
(3) |
The amounts shown in this column represent the total number of shares subject to PSUs, the vesting of which at the target level was accelerated from
January 4, 2024, the expected closing date of the merger between Livent and Allkem, to December 22, 2023.
|
(4) |
The amounts shown in this column reflect the value realized upon vesting of the PSUs as calculated based on the price of a share of Livent’s common stock
on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax.
|
Executive
|
Registrant
|
Aggregate
|
Aggregate
|
Aggregate
|
||||||||||||||||
Contributions in
|
Contributions in
|
Earnings in
|
Withdrawals/
|
Balance at
|
||||||||||||||||
Last FY (1)
|
Last FY (2)
|
Last FY
|
Distributions
|
Last FY (3)
|
||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
Paul Graves
|
146,215
|
233,487
|
55,303
|
0
|
4,068,301
|
|||||||||||||||
Gilberto Antoniazzi
|
54,783
|
232,676
|
139,215
|
0
|
898,696
|
|||||||||||||||
Sara Ponessa
|
46,480
|
53,964
|
66,193
|
0
|
454,076
|
(1) |
The amounts listed in this column are reported as compensation in the amounts included in the “Salary” column of the Summary Compensation Table 2023.
|
(2) |
The amounts listed in this column are reported as compensation in the “All Other Compensation” column of the Summary Compensation Table 2023. In
addition to the employer matching contribution of $103,772, Mr. Graves received nonqualified non-elective contributions of 5% of compensation on his eligible earnings amount, which was $129,715. In addition to the employer matching
contribution of $99,347, Mr. Antoniazzi received a nonqualified non-elective employer contribution of 15% of compensation on his eligible earnings amount, which was $134,050, and a supplemental employer contribution of $68,000
related to Mr. Antoniazzi relinquishing FMC pension plan benefits when moving to Livent. Ms. Ponessa received an employer matching contribution of $23,984. Ms. Ponessa also received nonqualified non-elective contributions of 5% of
compensation on her eligible earnings amount, which was $29,980.
|
(3) |
Amounts listed in this column for Mr. Graves include an aggregate of $1,534,128 which was reported in previous years in Livent’s Summary Compensation
Table or, during Mr. Graves’ prior tenure as a named executive officer at FMC, in FMC’s Summary Compensation Table. The amounts listed for Mr. Antoniazzi and Ms. Ponessa include an aggregate of $485,693 and $280,028 respectively,
which were reported in Livent’s Summary Compensation Table in previous years.
|
• |
Termination without cause not in connection with a change in control;
|
• |
Termination without cause or by executive for good reason following a change in control;
|
• |
Death or disability;
|
• |
Retirement; and
|
• |
Termination for cause.
|
• |
An amount equal to 12 months of the NEO’s base salary, payable in a lump sum;
|
• |
An amount equal to 12 months of the NEO’s target annual incentive award, payable in a lump sum;
|
• |
A pro-rated annual incentive award (at target) for the year of termination;
|
• |
Transition benefits (e.g., outplacement assistance up to $20,000, and financial/tax planning for the last calendar year of employment); and
|
• |
Continuation of health benefits for the one-year period following the date of termination.
|
• |
Vested stock options would have remained exercisable for twelve months; and
|
• |
Outstanding and unvested stock options that would have vested within one calendar year following the termination date would have become exercisable on their regularly
scheduled vesting dates, and remained exercisable for one year thereafter.
|
• |
Outstanding and unvested stock options granted in 2022 and 2023 would be cancelled as of such termination.
|
• |
Outstanding and unvested RSUs would have vested on a pro rata basis based on the number of days the NEO was employed during the vesting period.
|
• |
Outstanding and unvested PSUs would be earned based on actual performance through the end of the applicable performance period, pro rata to reflect the number of days
worked during the performance period.
|
• |
An amount equal to three times (in the case of Messrs. Graves and Antoniazzi) and two times (in the case of Ms. Ponessa) the base salary, payable in a lump sum;
|
• |
An amount equal to three times (in the case of Messrs. Graves and Antoniazzi) and two times (in the case of Ms. Ponessa) the target annual incentive award, payable in a
lump sum;
|
• |
A pro-rated annual incentive award for the year of termination;
|
• |
Reimbursement for outplacement services for a two-year period following the termination date, with the total reimbursements capped at 15% of base salary as of the
termination date;
|
• |
Continuation of medical and welfare benefits (including life and accidental death and dismemberment and disability insurance coverage) for such individual (and covered
spouse and dependents), at the same premium cost and coverage level as in effect as of the change in control date, for three years (in the case of Messrs. Graves and Antoniazzi) and two years (in the case of Ms. Ponessa) following the
date of termination (or, if earlier, the date on which substantially similar benefits at a comparable cost are available from a subsequent employer) or, if such benefits continuation is not permissible under the applicable plan or would
result in adverse tax consequences, cash benefits in lieu thereof under the upated Executive Severance Agreements; and
|
• |
Continuation of retirement benefits for three years (in the case of Messrs. Graves and Antoniazzi) and two years (in case of Ms. Ponessa) following the date of termination
of the annual Livent contribution made on the NEO’s behalf to the Livent’s qualified retirement plan and the Livent’s nonqualified retirement plan as in effect immediately prior to the date of the change in control (excluding any
pre-tax or post-tax contribution authorized by an NEO).
|
• |
A “Change in Control” is generally the acquisition of 20% or more of Livent’s common stock; a substantial change in the composition of Livent’s Board such that the current
Board no longer constitutes a majority; a merger, sale of substantially all of the assets or acquisition, unless the beneficial owners prior to the transaction own more than 60% of the resulting corporation.
|
• |
“Cause” generally means a wilful and continued failure to substantially perform the executive’s material employment duties, wilful and deliberate conduct which is
materially injurious to Livent, or having been convicted to a felony on or prior to the Change in Control.
|
• |
“Good Reason” generally means the assignment of duties materially inconsistent with the executive’s duties and status as an employee or reduction in the nature of the
duties, Livent requiring the executive to be based at a location which is at least 50 miles further from the office where the executive is located at the time of the Change in Control, or a reduction in base salary, each of which Livent
had failed to cure after receiving notice from the Named Executive Officer.
|
• |
All outstanding and unvested stock options would fully vest and become exercisable, and would remain exercisable for up to five years following the date of termination;
|
• |
All outstanding and unvested RSUs would fully vest;
|
• |
If an NEO’s employment terminates due to his or her disability, all outstanding and unvested PSUs would be earned based on actual performance through the end of the
applicable performance period as if the NEO had remained in service; and
|
• |
If an NEO’s employment terminates due to his or her death, all outstanding and unvested PSUs would be earned at target as of the date of the NEO’s death.
|
Executive Benefits and Payments
|
Change in Control
|
Termination
|
Death or
|
||||||||||||
Upon Termination(1) or
|
Termination
|
Without Cause*
|
Disability
|
||||||||||||
Change in Control
|
($)
|
($)
|
($)
|
||||||||||||
Cash Severance
|
5,160,000
|
(2)
|
1,720,000
|
(3)
|
N/A
|
||||||||||
Annual Incentive
|
674,240
|
(4)
|
860,000
|
(5)
|
0
|
||||||||||
Stock Options
|
0
|
(6)
|
0
|
(7)
|
0
|
(6)
|
|||||||||
Restricted Stock Units
|
2,613,339
|
(8)
|
1,677,948
|
(9)
|
2,613,339
|
(8)
|
|||||||||
Performance Stock Units
|
0
|
0
|
0
|
||||||||||||
Company Contributions to Savings Plans
|
350,917
|
(10)
|
0
|
0
|
|||||||||||
Welfare Benefits
|
92,126
|
(11)
|
29,549
|
(12)
|
0
|
||||||||||
Transition Benefits
|
129,000
|
(13)
|
20,000
|
(14)
|
0
|
||||||||||
Best Net After-Tax Forfeiture
|
0
|
(16)
|
N/A
|
N/A
|
|||||||||||
TOTAL
|
9,019,622
|
4,307,497
|
2,613,339
|
Executive Benefits and Payments
|
Change in Control
|
Termination
|
Death or
|
||||||||||||
Upon Termination(1) or
|
Termination
|
Without Cause*
|
Disability
|
||||||||||||
Change in Control
|
($)
|
($)
|
($)
|
||||||||||||
Cash Severance
|
2,227,500
|
(2)
|
742,500
|
(3)
|
N/A
|
||||||||||
Annual Incentive
|
229,320
|
(4)
|
292,500
|
(5)
|
0
|
||||||||||
Stock Options
|
0
|
(6)
|
0
|
(7)
|
0
|
(6)
|
|||||||||
Restricted Stock Units
|
680,633
|
(8)
|
441,876
|
(9)
|
680,633
|
(8)
|
|||||||||
Performance Stock Units
|
0
|
0
|
0
|
||||||||||||
Company Contributions to Savings Plans
|
335,480
|
(10)
|
0
|
0
|
|||||||||||
Welfare Benefits
|
91,793
|
(11)
|
29,549
|
(12)
|
0
|
||||||||||
Transition Benefits
|
67,500
|
(13)
|
20,000
|
(14)
|
0
|
||||||||||
Retention Bonus
|
250,000
|
(15)
|
250,000
|
(15)
|
0
|
||||||||||
Best Net After-Tax Forfeiture
|
0
|
(16)
|
N/A
|
N/A
|
|||||||||||
TOTAL
|
3,882,225
|
1,776,426
|
680,633
|
Executive Benefits and Payments
|
Change in Control
|
Termination
|
Death or
|
||||||||||||
Upon Termination(1) or
|
Termination
|
Without Cause*
|
Disability
|
||||||||||||
Change in Control
|
($)
|
($)
|
($)
|
||||||||||||
Cash Severance
|
1,248,000
|
(2)
|
624,000
|
(3)
|
N/A
|
||||||||||
Annual Incentive
|
183,456
|
(4)
|
234,000
|
(5)
|
0
|
||||||||||
Stock Options
|
0
|
(6)
|
0
|
(7)
|
0
|
(6)
|
|||||||||
Restricted Stock Units
|
497,417
|
(8)
|
311,144
|
(9)
|
497,417
|
(8)
|
|||||||||
Performance Stock Units
|
0
|
0
|
0
|
||||||||||||
Company Contributions to Savings Plans
|
74,369
|
(10)
|
0
|
0
|
|||||||||||
Welfare Benefits
|
60,929
|
(11)
|
29,549
|
(12)
|
0
|
||||||||||
Transition Benefits
|
58,500
|
(13)
|
20,000
|
(14)
|
0
|
||||||||||
Retention Bonus
|
250,000
|
(15)
|
250,000
|
(15)
|
|||||||||||
Best Net After-Tax Forfeiture
|
-210,722
|
(16)
|
N/A
|
N/A
|
|||||||||||
TOTAL
|
2,161,948
|
1,468,693
|
497,417
|
Name
(a)
|
Fees Earned or
Paid in Cash
($)(b)
|
Stock Awards(1)
($)(c)
|
All Other
Compensation
($)(d)
|
Total
($)(e)
|
|||||||||||||
Pierre F. Brondeau
|
124,568
|
105,014
|
–
|
229,582
|
|||||||||||||
G. Peter D’Aloia
|
89,721
|
105,014
|
–
|
194,735
|
|||||||||||||
Michael F. Barry
|
91,413
|
105,014
|
–
|
196,427
|
|||||||||||||
Pablo Marcet
|
52,911
|
105,014
|
–
|
157,925
|
|||||||||||||
Steven T. Merkt
|
86,442
|
(2)
|
105,014
|
–
|
191,456
|
||||||||||||
Christina Lampe-Önnerud
|
78,529
|
105,014
|
–
|
183,543
|
|||||||||||||
Robert C. Pallash
|
57,976
|
105,014
|
–
|
162,990
|
|||||||||||||
Andrea E. Utecht
|
74,910
|
105,014
|
–
|
179,924
|
(1) |
The amounts in this column reflect the grant date fair value of directors’ stock awards for 2023 computed in accordance with FASB ASC Topic 718. See
Note 12 to the consolidated and combined financial statements contained in this Annual Report, for the assumptions used in the valuations that appear in this column. The column includes, for all of the directors, a grant of 5,027 RSUs,
with a grant date fair value of $105,014. The number of RSUs outstanding and unvested at fiscal year-end for each director was: 5,027 for all directors.
|
(2) |
For Mr. Merkt, the amount shown includes the portion of cash fees foregone in the first four months of 2023 based on his election to receive RSUs in
lieu of annual retainer cash fees in respect of service on the Board between May 1, 2022 and April 30, 2023, as previously disclosed in our 2023 proxy statement.
|
Name
|
Beneficial Ownership on April 15, 2024
|
Percent of Class
|
||||||
Paul W. Graves(1)
|
2,735,237
|
*
|
||||||
Gilberto Antoniazzi(1)
|
567,145
|
*
|
||||||
Sara Ponessa(1)
|
292,713
|
*
|
||||||
Michael F. Barry(2)
|
82,946
|
*
|
||||||
Peter Coleman(2)
|
44,517
|
*
|
||||||
Alan Fitzpatrick(2)
|
7,320
|
*
|
||||||
Florencia Heredia(2)
|
10,650
|
*
|
||||||
Leanne Heywood(2)
|
25,002
|
*
|
||||||
Christina Lampe-Önnerud(2)
|
0
|
*
|
||||||
Pablo Marcet(2)
|
30,876
|
*
|
||||||
Steven T. Merkt(2)
|
1,203
|
*
|
||||||
Fernando Oris de Roa(2)
|
91,000
|
*
|
||||||
Robert C. Pallash(2)
|
75,945
|
*
|
||||||
John Turner(2)
|
90,960
|
*
|
||||||
All current directors and executive officers as a group (14 persons)(1)(2)
|
4,055,514
|
*
|
Name and Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent of Class
|
||||||
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
|
125,326,956
|
(1)
|
11.7
|
%
|
||||
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
116,788,824
|
(2)
|
10.9
|
%
|
(1) |
According to the Schedule 13G filed with the SEC on February 7, 2024, BlackRock, Inc. beneficially owned 125,326,956 shares.
|
(2) |
According to the Schedule 13G filed with the SEC on April 10, 2024, the Vanguard Group, Inc. beneficially owned 116,788,824 shares.
|
(In Thousands)
|
2023
|
2022
|
||||||
Audit Fees(1)
|
$
|
5,835
|
$
|
3,232
|
||||
Audit Related Fees(2)
|
185
|
29
|
||||||
Tax Fees(3)
|
137
|
200
|
||||||
All Other Fees(4)
|
0
|
0
|
||||||
TOTAL
|
$
|
6,157
|
$
|
3,461
|
Exhibit No.
|
Exhibit Description
|
|
Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certifying Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
104*
|
Cover Page Interactive Data File
|
By:
|
/S/ PAUL W. GRAVES
|
|
Paul W. Graves
|
||
President, Chief Executive Officer and Director
|
Signature
|
Title
|
Date
|
||
/S/ PAUL W. GRAVES
Paul W. Graves
|
President, Chief Executive Officer and Director
|
April 29, 2024
|
||
/S/ GILBERTO ANTONIAZZI
Gilberto Antoniazzi
|
Vice President, Chief Financial Officer and Treasurer
|
April 29, 2024
|
||
/S/ RONALD STARK
Ronald Stark
|
Chief Accounting Officer
|
April 29, 2024
|
||
/S/ PETER COLEMAN
Peter Coleman
|
Chairman and Director
|
April 29, 2024
|
||
/S/ ROBERT C. PALLASH
Robert C. Pallash
|
Director
|
April 29, 2024
|
||
/S/ ALAN FITZPATRICK
Alan Fitzpatrick
|
Director
|
April 29, 2024
|
||
/S/ MICHAEL F. BARRY
Michael F. Barry
|
Director
|
April 29, 2024
|
||
/S/ STEVEN T. MERKT
Steven T. Merkt
|
Director
|
April 29, 2024
|
||
/S/ FLORENCIA HEREDIA
Florencia Heredia
|
Director
|
April 29, 2024
|
||
/S/ CHRISTINA LAMPE-ÖNNERUD
Christina Lampe-Önnerud
|
Director
|
April 29, 2024
|
||
/S/ PABLO MARCET
Pablo Marcet
|
Director
|
April 29, 2024
|
||
/S/ LEANNE HEYWOOD
Leanne Heywood
|
Director
|
April 29, 2024
|
||
/S/ FERNANDO ORIS DE ROA
Fernando Oris de Roa
|
Director
|
April 29, 2024
|
||
/S/ JOHN TURNER
John Turner
|
Director
|
April 29, 2024
|