ALBEMARLE CORP, DEF 14A filed on 3/27/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ALBEMARLE CORPORATION
Entity Central Index Key 0000915913
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
2024 Pay Versus Performance Table
Year
Summary Compensation Table Total for First PEO(1)
Summary Compensation Table Total for Second PEO(1)
Compensation Actually Paid to First PEO(1)(3)
Compensation Actually Paid to Second PEO(1)(3)
Average Summary Compensation Table Total for non-PEO NEOs(2)
Average Compensation Actually Paid to non-PEO NEOs(2)(3)
Value of Initial Fixed $100 Investment Based on:Net Income ($MM)
Adjusted EBITDA ($MM)(5)
Total Shareholder Return(4)
Peer Group Total Shareholder Return(4)
2024$14,368,498 N/A$4,401,575 N/A$3,479,959 $1,603,421 $125 $126 $(1,316)$1,140 
2023$14,472,115 N/A$(4,776,615)N/A$3,154,592 $1,224,527 $206 $128 $1,573 $2,779 
2022$11,118,156 N/A$13,714,085 N/A$2,964,307 $3,084,017 $306 $112 $2,474 $3,403 
2021$9,040,753 N/A$20,335,113 N/A$2,516,658 $8,987,310 $328 $149 $199.9 $871.0 
2020$4,939,369 $3,828,474 $9,726,632 $5,585,398 $2,891,776 $7,130,736 $205 $116 $446.6 $819.0 
       
Named Executive Officers, Footnote “First PEO” represents J. Kent Masters, Jr., who was appointed CEO on April 20, 2020. The “Second PEO” represents Luther C. Kissam, IV, who served as CEO until April 20, 2020The non-PEO NEOs for each applicable year are as follows:
a.2024: Neal R. Sheorey, Melissa H. Anderson, Netha N. Johnson, Jr., Eric W. Norris and Kristin M. Coleman.
b.2023: Neal R. Sheorey, Kristin M. Coleman, Netha N. Johnson, Jr., Eric W. Norris, Raphael G. Crawford, Sean O'Hollaren and Scott A. Tozier
c.2022: Scott A. Tozier, Kristin M. Coleman, Netha N. Johnson, Jr. and Eric W. Norris
d.2021: Scott A. Tozier, Netha N. Johnson, Jr., Karen G. Narwold and Eric W. Norris
e.2020: Scott A. Tozier, Raphael G. Crawford, Netha N. Johnson, Jr. and Eric W. Norris
       
Adjustment To PEO Compensation, Footnote SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance Table above. The following table details the applicable adjustments that were made to Summary Compensation Table totals to determine CAP after deducting the Summary Compensation Table values for the aggregate change in value of pension plans and the grant-date fair value of stock awards and option awards. The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU
awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned (relative TSR-based) PSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield and risk-free rate as of the measurement date.
YearPensionEquity Awards
Pension Service CostYear End Fair Value of Equity Awards Granted in the YearYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior YearsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Award Adjustments
First PEO
2024N/A$5,362,183 $(4,341,122)$— $— $(607,097)$— $413,964 
Non-PEO NEO Average
2024N/A$797,054 $(629,979)$10,337 $(196,199)$(106,033)$— $(124,820)
       
Non-PEO NEO Average Total Compensation Amount $ 3,479,959 $ 3,154,592 $ 2,964,307 $ 2,516,658 $ 2,891,776
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,603,421 1,224,527 3,084,017 8,987,310 7,130,736
Adjustment to Non-PEO NEO Compensation Footnote SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance Table above. The following table details the applicable adjustments that were made to Summary Compensation Table totals to determine CAP after deducting the Summary Compensation Table values for the aggregate change in value of pension plans and the grant-date fair value of stock awards and option awards. The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU
awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned (relative TSR-based) PSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield and risk-free rate as of the measurement date.
YearPensionEquity Awards
Pension Service CostYear End Fair Value of Equity Awards Granted in the YearYear over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior YearsFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearFair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Award Adjustments
First PEO
2024N/A$5,362,183 $(4,341,122)$— $— $(607,097)$— $413,964 
Non-PEO NEO Average
2024N/A$797,054 $(629,979)$10,337 $(196,199)$(106,033)$— $(124,820)
       
Compensation Actually Paid vs. Total Shareholder Return 6513        
Compensation Actually Paid vs. Net Income 6516        
Compensation Actually Paid vs. Company Selected Measure 6517
___________________________________________________
       
Total Shareholder Return Vs Peer Group 6514        
Tabular List, Table
Adjusted EBITDA
Adjusted ROIC
Adjusted Cash Flow from Operations
rTSR

       
Total Shareholder Return Amount $ 125 206 306 328 205
Peer Group Total Shareholder Return Amount 126 128 112 149 116
Net Income (Loss) $ (1,316) $ 1,573 $ 2,474 $ 199.9 $ 446.6
Company Selected Measure Amount 1,140 2,779 3,403 871.0 819.0
PEO Name J. Kent Masters, Jr. J. Kent Masters, Jr. J. Kent Masters, Jr. J. Kent Masters, Jr. Luther C. Kissam, IV
Additional 402(v) Disclosure These columns represent cumulative Company TSR and peer group TSR. TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, 2020-2023, and 2020-2024), assuming dividend reinvestment and the difference between the Company’s or the peer group’s, as applicable, share price at the end and the beginning of the measurement period by the Company’s or the peer group’s, as applicable, share price at the beginning of the measurement period. For this purpose, our peer group is S&P 1500 Specialty Chemical Index.        
Equity Awards Granted During the Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ 797,054        
Masters Jr. [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 14,368,498 $ 14,472,115 $ 11,118,156 $ 9,040,753 $ 4,939,369
PEO Actually Paid Compensation Amount 4,401,575 $ (4,776,615) $ 13,714,085 $ 20,335,113 9,726,632
Masters Jr. [Member] | Equity Awards Granted During the Year, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ 5,362,183        
Luther C. Kissam, IV [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         3,828,474
PEO Actually Paid Compensation Amount         $ 5,585,398
PEO | Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
PEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted ROIC        
PEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Cash Flow from Operations        
PEO | Measure:: 4          
Pay vs Performance Disclosure          
Name rTSR        
PEO | Masters Jr. [Member] | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ (4,341,122)        
PEO | Masters Jr. [Member] | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0        
PEO | Masters Jr. [Member] | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0        
PEO | Masters Jr. [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (607,097)        
PEO | Masters Jr. [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0        
PEO | Masters Jr. [Member] | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 413,964        
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (629,979)        
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 10,337        
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (196,199)        
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (106,033)        
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0        
Non-PEO NEO | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (124,820)        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Committee maintains a well-established process for granting equity awards and has a long-standing practice of granting awards generally at a time that directors and executive officers are not in possession of material, non-public information and only during an open "trading window" period under the Company's insider trading policy. Additional features of this practice include:
The grant date of equity awards is generally the date on which the Board or the Committee approves the award by meeting or unanimous written consent or a later date designated in such approval.
No equity awards will be granted to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information (including earnings information) and ending one business day after such filing. In 2024, the Company did not award grants our NEOs within four business days before or one business day after the release of material non-public information.
LTIP awards have a three-year performance period and the shares that are earned are not subject to any further vesting conditions.
RSU awards vest in full on the third anniversary of the grant date, assuming no qualifying termination occurs during such period.
Stock option awards generally vest in full on the third anniversary of grant and expire ten years from the date of grant. Stock options will be awarded at an exercise price equal to the closing price of Albemarle’s common stock on the date of grant. Under the terms of our 2008 Stock Plan and 2017 Stock Plan, stock option re-pricing is not permitted without shareholder approval.
Award Timing Method No equity awards will be granted to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information (including earnings information) and ending one business day after such filing. In 2024, the Company did not award grants our NEOs within four business days before or one business day after the release of material non-public information.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered No equity awards will be granted to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information (including earnings information) and ending one business day after such filing. In 2024, the Company did not award grants our NEOs within four business days before or one business day after the release of material non-public information.
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true