Document

DEF 14A 1 a2022def14a-definitiveprox.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934


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						Preliminary Proxy Statement

						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

X						Definitive Proxy Statement

						Definitive Additional Materials

						Soliciting Material Under Rule 14a-12

ALBEMARLE CORPORATION

(Name of registrant as specified in its charter)

N/A

(Name of person(s) filing proxy statement, if other than the registrant)

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						Fee computed on table on exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Albemarle Corporation 2022 Annual Meeting of Shareholders (the “Annual Meeting”) will be held at Albemarle Corporation, 4250 Congress Street, Charlotte, North Carolina 28209, on Tuesday, May 3, 2022, at 7:00 a.m., Eastern Time, for the following purposes:

1.To consider and vote on a non-binding advisory resolution approving the compensation of our named executive officers;

2.To elect the ten nominees named in the accompanying Proxy Statement to the Board of Directors to serve for the ensuing year or until their successors are duly elected and qualified;

3.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

4.To conduct any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on Tuesday, March 8, 2022, are entitled to receive notice of and vote at the Annual Meeting.

To ensure your vote is counted, you are requested to vote your shares promptly, regardless of whether you expect to attend the Annual Meeting. Voting by the Internet or telephone is fast and convenient, and your vote is immediately tabulated. In addition, by using the Internet or telephone, you help reduce our postage and proxy tabulation costs. You may also vote by completing, signing, dating, and returning by Monday, May 2, 2022, the proxy enclosed with paper copies of the materials in the postage-paid envelope provided.

This year, we are again electronically disseminating Annual Meeting materials to some of our shareholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

If you are present at the Annual Meeting, you may vote in person even if you already have voted your proxy by the Internet, telephone, or mail. Seating at the Annual Meeting will be on a first-come, first-served basis. Attendees at the Annual Meeting will be required to comply with public health guidelines of the Centers for Disease Control and Prevention ("CDC") and local public health officials, including, if applicable, wearing a face mask and staying at least 6 feet away from others.

By Order of the Board of Directors

Karen G. Narwold, Secretary

March 22, 2022

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
COMPENSATION DISCUSSION AND ANALYSIS			3
ADDITIONAL INFORMATION			21
EXECUTIVE COMPENSATION COMMITTEE REPORT			23
COMPENSATION OF EXECUTIVE OFFICERS			24
SUMMARY COMPENSATION TABLE			24
COMPENSATION RISK ASSESSMENT			26
GRANTS OF PLAN-BASED AWARDS			27
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			29
OPTION EXERCISES AND STOCK VESTED			31
RETIREMENT BENEFITS			32
Nonqualified Deferred Compensation			32
Agreements with Executive Officers and Other Potential Payments Upon Termination or a Change in Control			33
CEO PAY RATIO			37
EQUITY COMPENSATION PLAN INFORMATION			38
PROPOSAL 1 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION			39
GOVERNANCE MATTERS			40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			49
DIRECTOR COMPENSATION			50
STOCK OWNERSHIP			53
Principal Shareholders			53
Directors and Executive Officers			54
DELINQUENT SECTION 16(a) REPORTS			54
PROPOSAL 2 – ELECTION OF DIRECTORS			55
AUDIT & FINANCE COMMITTEE REPORT			63
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			66
SHAREHOLDER PROPOSALS			72
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS			73
OTHER MATTERS			74

PROXY STATEMENT SUMMARY

This summary provides an overview and highlights information contained elsewhere in this Proxy Statement (“Proxy Statement”). This summary does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting. Throughout the Proxy Statement, “we,” “us,” “our,” “Company,” and “Albemarle” refer to Albemarle Corporation, a Virginia corporation.

Annual Meeting


Date and Time			Place#
Tuesday, May 3, 2022			Albemarle Corporation
7:00 a.m., Eastern Time			4250 Congress Street
			Charlotte, North Carolina 28209

Voting Matters

The following table summarizes the proposals to be considered at the Annual Meeting and voting recommendation of our Board of Directors (“Board of Directors” or “Board”) with respect to each proposal.


Voting Matter		Board Vote Recommendation
Proposal 1:	Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)	FOR
Proposal 2:	Election of Directors	FOR each Nominee
Proposal 3:	Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2022	FOR

Our Business in 2021


	Lithium	Bromine	Catalysts
Net Sales	$1,363M	$1,128M	$761M
Adj. EBITDA*	$480M	$361M	$107M
Adj. EBITDA Margin*	35%	32%	14%
Applications	Green Energy Storage, Glass & Ceramics, Greases & Lubricants, Pharmaceutical Synthesis	Fire Safety Solutions, Industrial Water Treatment, Completion Fluids, Plastic & Synthetic Rubber	Fluid Catalytic Cracking Catalysts, Clean Fuels Technologies, Organometallics & Curatives

Our Strategy


Grow Profitably						• Strategically grow lithium and bromine capacity to leverage low-cost resources • Maintain capital discipline and operational excellence


Maximize Productivity						• Optimize earnings, cash flow, and cost structure across our businesses • Deploy operating model to build strong platform for growth


Invest with Discipline						• Actively manage portfolio to generate shareholder value • Maintain Investment Grade credit rating and support our dividend


Advance Sustainability						• Continue to implement and improve ESG performance across our businesses • Enable our customers' sustainability ambitions

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# Attendees at the Annual Meeting will be required to comply with public health guidelines of the CDC and local public health officials, including, if applicable, wearing a face mask and staying at least 6 feet away from others.

* Non-GAAP financial measure, reconciliations from US GAAP financial measures are available in Q4/FY2021 earnings release.

2021 Company Performance

•Total Shareholder Return for the 2019-2021 period placed us at the 100th percentile relative to our 2019 peer group

•Net sales of $3,328 million increased 6% from 2020; Adjusted EBITDA* of $871 million increased 6% from 2020; Adjusted EBITDA margin* of 26% in both 2021 and 2020

•We joined the United Nations Global Compact, a voluntary leadership platform dedicated to responsible business practices and the largest corporate sustainability initiative in the world

•Our Lithium business opened a Battery Materials Innovation Center in Kings Mountain, NC

•We announced the signing of an agreement in China to acquire all the outstanding equity of Tianyuan, the operations of which include a recently constructed lithium processing plant; we also entered into two investment agreements in China to build two greenfield lithium conversion plants

•Our Bromine business successfully completed a resource expansion in Magnolia, AR and a debottlenecking project in Jordan, both on budget and on or ahead of schedule

•We increased our quarterly dividend for the 27th consecutive year, to $0.39 per share; as of February 2020, Albemarle has been included in the S&P 500 Dividend Aristocrats Index

Governance Highlights

We believe good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that best serve the interests of our Company and its shareholders. Our Board of Directors monitors developments in governance best practices to ensure it continues to meet its commitment to thoughtful and independent representation of shareholder interests, and other stakeholders. The following table summarizes certain corporate governance practices and key facts about the members of our Board (the “Directors” and each a “Director”), each of which Director is a nominee for election at the Annual Meeting.


Governance Practices
Annual Election of each Director	Regular Executive Sessions of Independent Directors	Robust Stock Ownership Guidelines (6x Salary for CEO)
Resignation Policy for Directors Not Receiving Majority Approval	Longstanding Commitment to Sustainability and Corporate Responsibility	Annual Board and Committee Evaluation Process led by Lead Independent Director
Directors Do Not Stand for Re-election in the Year in Which They Reach 72 Years of Age	Board and Committee Authority to Retain Independent Advisors	Policies Prohibiting Hedging, Short Sale, and Pledging Our Stock by Directors, Officers, and Employees
Compensation Recovery Policy (Clawback Policy)	Risk Oversight by Full Board and Committees	No Shareholder Rights Plan (Poison Pill)


Director Nominees: Key Facts
Approximately 5 years average tenure	9 of 10 are independent	50% racial and gender diversity	60% have C-suite experience

CEO Compensation

•86% of CEO compensation is based on incentive pay; with CEO compensation comprised of 17% short- and 69% long-term incentive pay

•CEO pay shows a strong correlation between 3-year relative realizable pay and 3-year relative total shareholder return

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* Non-GAAP financial measure, reconciliations from US GAAP financial measures are available in Q4/FY2021 earnings release.

COMPENSATION DISCUSSION AND ANALYSIS

The following pages describe Albemarle’s executive compensation program and the compensation decisions made by the Executive Compensation Committee (the “Committee”) for our Named Executive Officers ("NEOs") listed below for fiscal year 2021.


NAME			PRINCIPAL POSITION
J. Kent Masters, Jr.			Chairman, President and Chief Executive Officer
Scott A. Tozier			Executive Vice President, Chief Financial Officer
Eric W. Norris			President, Lithium
Netha N. Johnson, Jr.			President, Bromine
Karen G. Narwold			Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

EXECUTIVE SUMMARY

Compensation Program Highlights

We believe that the results of the 2021 Say on Pay vote demonstrate strong shareholder support for our compensation program. This shareholder endorsement was confirmed in our annual shareholder outreach efforts, with shareholders supporting the executive compensation program and accompanying disclosures.

In order to align our executives' interests with those of our shareholders and our philosophy of paying for performance, a substantial portion of each NEO's compensation is at-risk and varies depending on Company performance. In 2021, 86% of the compensation of our Chief Executive Officer ("CEO") and an average of 73% of the compensation of our other NEOs was variable and subject to performance factors.

Our performance metrics(1) are aligned with our Company goals and purpose: making the world safe and sustainable by powering the potential of people.

•Annual Goals: Adjusted EBITDA, Adjusted Cash Flow from Operations, and Stewardship

•Long-Term Goals: Total Shareholder Return (“TSR”) relative to our Peer Group (as defined on page 8 ("rTSR") and adjusted Return on Invested Capital ("ROIC"), each measured over a 3-year performance period

The alignment of shareholder interests and CEO compensation is evidenced by the strong correlation between CEO realizable pay over three-year periods and total shareholder return relative to our Peer Group for the same three-year periods.

Shareholder Alignment

In May 2021, the Company held its annual shareholder advisory vote to approve the compensation paid to our NEOs in 2020, which resulted in approximately 94% of the votes cast approving such compensation.

In the fall of 2021, we continued our practice of annual engagement with shareholders. These discussions provide us a basis upon which we continually evaluate our executive compensation and

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(1) See pages 11-19 for a discussion of how Adjusted EBITDA, Adjusted Cash Flow from Operations, rTSR, and ROIC are defined and calculated.

corporate governance practices. This initiative was led by a group of senior officers of the Company, acting on behalf and at the request of the Committee, by reaching out to shareholders representing approximately 65% of our outstanding shares. For those shareholders who elected to engage with us (representing approximately 33% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our shareholders.

•In 2019, we introduced ROIC as a second metric for our long-term incentive, to ensure alignment between our expected return on capital (as we entered a period of higher investments) and long term payout opportunities for our executives. We put a payout cap of 100% on rTSR payouts if, in absolute terms, TSR is negative.

•In 2021, we increased the requirement for threshold performance for rTSR from the 25th percentile to the 30th percentile, while lowering the payout at threshold performance from 50% to 30% to better align performance and payout opportunities with our Peer Group.

CEO Pay At-A-Glance: Realizable Pay Relative Degree of Alignment

We align payout opportunities with the Company's long-term performance. “Realizable Pay Relative Degree of Alignment” (“RPRDA”) is an important measure the Committee uses to assess whether realizable pay is commensurate with TSR achieved by our shareholders relative to our Peer Group.

RPRDA compares the percentile ranks of a CEO’s three-year realizable pay and a company’s three-year TSR performance relative to its peer group. RPRDA is equal to the difference between the combined performance rank minus the combined pay rank.

The Company has used rTSR as one of its long-term performance measures since 2014 and has consistently measured RPRDA. The following table shows the Company's percentile rank relative to its Peer Group for the three-year periods starting in 2014. No compensation data is included for the 2019-2021 period as such data cannot be obtained until after Peer Group company proxy statements are available for fiscal year 2021.

The following table shows the CEO RPRDA for the three-year periods in the last column, where RPRDA is calculated as the Company's percentile rank for rTSR minus the Company's percentile rank for Pay within the Peer Group. All RPRDAs show a strong alignment between relative performance and relative pay, with a RPRDA of 0% showing the strongest alignment.


3-Year Period	Realizable Pay Percentile Rank	Relative Total Shareholder Return Percentile Rank	RPRDA (Delta of Previous Columns)
2019-2021	Not available yet	100%	Not available yet
2018-2020	79%	79%	0%
2017-2019	16%	26%	10%
2016-2018	50%	81%	31%
2015-2017	88%	100%	12%
2014-2016	88%	81%	(7)%

EXECUTIVE COMPENSATION PHILOSOPHY

Compensation Principles

The Committee designs and oversees the Company’s compensation policies and approves the compensation for our NEOs. The overarching goal of our compensation program is to create executive compensation plans that incentivize and are aligned with the creation of sustained shareholder value.


OUR FOUR COMPENSATION PRINCIPLES
Support our Business Strategy – We align our programs with business strategies focused on long-term growth and sustained shareholder value. Our plans provide incentives to our NEOs to overcome challenges and exceed our Company goals.						Pay for Performance – A large portion of our executive pay is dependent upon the achievement of specific corporate, business unit, and individual performance goals. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.
Pay Competitively – We use market data from our Peer Group as a starting point for determining target compensation. Other factors include performance, scope of responsibilities, impact on the company's performance as well as internal equity considerations.						Discourage Excessive Risk-taking – Our compensation programs are balanced and designed to discourage excessive risk-taking.

Focus on Performance

In line with our compensation principles, our NEOs are primarily rewarded through performance-based cash and equity incentive awards, with less than 30% of their overall compensation awarded in the form of base salary. This is intended to both encourage and recognize strong company performance and stock price growth, further driving shareholder value.

Long-term equity incentives are awarded through a combination of performance-based shares, stock options, and time-based shares in order to link executive compensation more closely with the Company's performance. The diagrams below depict each element of target compensation as a percentage of total target direct compensation for our CEO and other NEOs, expressed as an average, for 2021.

Key Elements of our Executive Compensation Program

The key elements of our NEOs' compensation, and how these elements are linked to performance, are summarized in the chart below. For each NEO, the Committee reviews and approves annually each component of compensation and the resulting total compensation. The Committee benchmarks the individual components of compensation and total compensation to our Peer Group. In setting the compensation for each NEO, the Committee also considers other factors, including the scope and complexity of the NEO's position, level of performance, skills and experience, and contribution to the overall success of the Company, as well as internal equity.


	Compensation Element	Purpose	How it Links to Performance
Fixed	Base Salary	To provide competitive levels of fixed pay to attract and retain executives	Reviewed annually in light of individual performance, level of responsibility, knowledge and experience, and competitive market compensation practices
At Risk	Short-Term Cash Incentive	To motivate and reward the achievement of annual financial and other performance goals	Variable and based 85% on pre-established Company performance goals and 15% on individual performance
	Long-Term Incentive Awards	To motivate and reward long-term performance that maximizes shareholder value	Variable and based on both Company and stock price performance

Performance Goals

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


	Goals	Rationale	Weight
Short-Term Goals	Adjusted EBITDA	Incentivize management to meet and exceed target earnings	50%
	Adjusted Cash Flow from Operations	Incentivize management to meet and exceed target cash flow in support of debt reduction and growth	25%
	Stewardship - occupational safety, process safety, and environmental safety	Incentivize management, consistent with our values, to be good stewards, and is critical for our license to operate	10%
	Individual	Emphasize individual accountability. Individual goals are aligned to our Operating Model which includes: Operational Discipline, Competitive Capabilities, High Performance Culture, and Sustainable Approach	15%

Long-Term Goals	Relative Total Shareholder Return ("rTSR")	Linking pay to long-term shareholder interest	50%
	Adjusted Return on Invested Capital	Emphasizes our commitment to invest efficiently and generate long-term returns	50%
	Note: For our NEOs, 25% of LTIP is granted in Stock Options, 25% in RSUs, and 50% in performance-based PSUs, which are equally divided between PSUs based on rTSR performance and Adjusted Return on Invested Capital

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(1) See pages 10 and 14 for a more detailed overview of the short- and long-term incentive plans and definitions for each of the performance goals.

The Committee reviews the performance goals to be included in our short- and long-term incentive programs on an annual basis to ensure they are aligned with the Company's Annual Operating Plan, Long Range Plan, and Core Values.

The Committee is considering expanding our ESG metrics beyond the current Stewardship goals to reflect the Company's commitment to sustainability. The Committee believes that the Company has made significant progress in accelerating its sustainability performance, including establishing long range sustainability goals, and plans to add additional ESG goals to our incentive plans in the near future. These goals must be:

•Measurable: measurable and supported by a data collection process that is properly defined and documented, such that data can be audited by external parties, and

•Suitable: aligned with our strategy and the interests of stakeholders, while incentivizing the right behavior and culture of our employees.

Some ESG objectives have typically been included in the personal goals for the CEO and other NEOs. Starting in 2021, personal goals were expanded to include additional goals such as natural resource management, stakeholder engagement, diversity, and talent management.

Compensation and Governance Practices

Below is a list of things that we do and don’t do in order to ensure that our compensation program reflects good governance practices and pay-for-performance.


WHAT WE DO						WHAT WE DON'T DO
•Apply a market-based approach to determining target compensation •Align pay with performance by ensuring that a significant portion of executive compensation is variable and performance-based •Utilize PSUs as a substantial portion of long-term incentive awards •Apply a multi-year vesting schedule (generally 3-year cliff vesting for stock options and step vesting in equal portions after year 3 and 4 for RSUs and PSUs) •Require substantial stock ownership •Subject cash and equity awards to a recovery "clawback" policy in the event of NEO misconduct which results in a financial restatement •Submit on an annual basis a proposal for a (non-binding) advisory vote to approve the compensation of our NEOs ("say-on-pay") •Require a double trigger for equity to vest following a change in control						•Permit stock option re-pricing without shareholder approval or discounted stock options •Permit pledging, hedging, or short selling of our shares by our Directors, officers, and employees •Include excise tax gross-ups for change in control payments •Provide excessive perquisites •Permit accelerated ("single-trigger") vesting of equity awards following a change in control

Competitive Compensation Determination Process – Peer Group

The Committee uses a group of comparable peer companies ("Peer Group") as a starting point to align each of our executive's compensation with that of comparable positions within our Peer Group. The criteria used to select the peer companies in our Peer Group and ways in which Peer Group compensation is utilized is summarized in the chart below.


Criteria for selecting peer companies						How Peer Group compensation data is utilized
Companies with the same eight-digit GICS code as Albemarle						As an input in designing compensation plans, benefits, and perquisites
Comparable size based on revenue of approximately 0.4-2.5 times that of Albemarle						As an input in determining base salary ranges, annual incentive targets, and long-term awards
Market capitalization of approximately 0.25-4.0 times that of Albemarle						To benchmark total direct compensation, including the pay mix

We believe that using an industry-specific group of companies with similar revenue is appropriate because it provides us with the best comparisons for competitive compensation offered by publicly-held companies with similar business challenges and the type of leadership talent needed to achieve success over the long-term. We consider market value as an important factor for peer selection, but believe that market value should be balanced with sales.

In setting 2021 base salaries, target total cash compensation, and target total direct compensation, the Committee generally considered the last reported data from our 2021 Peer Group. The Committee also referred to survey information from nationally recognized compensation surveys.

For 2021, we continued with the same Peer Group we used in 2020. We will continue with this Peer Group for 2022 with the exception of W.R. Grace & Co., which was acquired in September 2021 by Standard Industries Holdings Inc.


2021 PEER GROUP
Ashland Global Holdings Inc.						Minerals Technologies Inc.
Avient Corporation (f/k/a PolyOne Corporation)						Newmarket Corporation
Axalta Coating Systems Ltd.						Olin Corporation
Cabot Corporation						RPM International Inc.
Celanese Corporation						The Chemours Company
CF Industries Holdings, Inc.						The Mosaic Company
Eastman Chemical Company						The Scotts Miracle-Gro Company
FMC Corporation						Trinseo Plc
H.B. Fuller Company						W. R. Grace & Co.
International Flavors & Fragrances Inc.

ELEMENTS OF COMPENSATION

The elements of our 2021 executive compensation program, all of which are discussed in greater detail below, include:


TOTAL DIRECT COMPENSATION ELEMENTS						OTHER COMPENSATION PROGRAM ELEMENTS
•Base Salary						•Benefits
•Short-term cash incentives						•Change in Control Agreements
•Long-term equity incentives

The Committee utilizes our Peer Group data and survey data as two of its tools in establishing target levels of compensation. The Committee does not rely exclusively on such data, however, and does not employ a rigid or formulaic process to set compensation levels. In setting compensation levels, the Committee considers the following factors:

•Competitive data (Peer Group and other survey data), using market median as a starting point;

•Each NEO’s performance;

•Each NEO’s experience, scope of responsibility, and impact on the Company’s performance;

•Internal equity, each NEO’s compensation relative to their peers, direct reports, and supervisors;

•Recommendations of the Board’s independent executive compensation consultant, Pearl Meyer & Partners, LLC ("Pearl Meyer"), with respect to the NEOs; and

•CEO recommendations for their direct reports.

For 2021, as in past years, the Committee structured a compensation package for our NEOs comprised of base salary, annual and long-term incentives, and benefits, which we believe provided an appropriate mix of financial security, risk, and reward.

2021 Base Salaries

Base salary provides our NEOs with a basic level of financial security and supports the Committee’s objectives in attracting and retaining top talent. Base salaries for our NEOs, other than the CEO, are recommended by our CEO and are reviewed and approved by the Committee. The base salary for our CEO is recommended and approved by the Committee and included for 2021 an adjustment to better align CEO compensation with the market given his experience and expertise. The base salary of each NEO was increased, effective on April 1, 2021, as summarized in the chart below. The Committee believes that the increase in each NEO’s salary was reasonable and appropriate.


Executive Officer	2020 Year-End Base Salary		2021 Increase in Annualized Base Salary		2021 Annualized Base Salary
J. Kent Masters, Jr.
Chairman, President and Chief Executive Officer	$	1,000,000	$	100,000	$	1,100,000
Scott A. Tozier
Executive Vice President, Chief Financial Officer	$	615,000	$	13,899	$	628,899
Eric W. Norris
President, Lithium	$	563,750	$	16,913	$	580,663
Netha N. Johnson, Jr.
President, Bromine	$	540,000	$	16,200	$	556,200
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary	$	540,000	$	12,204	$	552,204

2021 Annual Incentive Program (AIP)

Annual cash-based performance bonuses are provided to our NEOs under the AIP, which is designed to provide executives both an incentive to achieve, and reward for achieving, our annual business goals and objectives. The Committee approves the performance goals under the AIP annually. These performance goals are intended to ensure that our NEOs execute on short-term financial and strategic initiatives that drive our business strategy and long-term shareholder value.

For all NEOs, performance under the AIP is measured 85% based on business performance and 15% on individual performance. "Business performance" is defined for this purpose, (i) for executives in Corporate roles, such as CEO, CFO, and Executive Vice President, Chief Administrative Officer, General Counsel & Corporate Secretary (including Messrs. Masters and Tozier and Ms. Narwold), as performance of the Company, while, (ii) for Global Business Unit ("GBU") Presidents (including Messrs. Norris and Johnson), as a combination of GBU and Company performance (with a weighting of 59.5% and 25.5%, respectively). For 2021, the Committee established the AIP metrics, including the weighting of each metric and payout opportunities at threshold, target and superior performance levels, shown in the tables below.

Corporate Roles


Metrics and Weighting	Adjusted EBITDA	Adjusted Cash Flow from Operations	Stewardship	Individual Performance
	Corporate	Corporate	Corporate
Corporate Roles	50.0%	25.0%	10.0%	15.0%

Weighted Payout Opportunities	Adjusted EBITDA	Adjusted Cash Flow from Operations	Stewardship	Individual Performance
	Corporate	Corporate	Corporate
Threshold	25.0%	12.5%	N/A	0%-30%
Target	50.0%	25.0%	10.0%	0%-30%
Superior	100.0%	50.0%	20.0%	0%-30%

GBU Presidents

Metrics and Weighting

Adjusted EBITDA

Adjusted Cash Flow from Operations

Stewardship

Individual Performance

Corporate

GBU

Corporate

GBU

Corporate

GBU

GBU Presidents

SEC Form DEF 14A filed by Albemarle Corporation