ALBEMARLE CORP ALB

19% shingled-prose overlap between the two filings.

2025: 75,955 chars · 2026: 89,323 chars

• Pay Ratio (Item 402(u)):16% overlap (52,984 → 60,000 chars)
• Say-on-Pay proposal:0% overlap (25,000 → 25,000 chars)

• changedIn this section, we describe the material components of the 2025 2024compensation program for the named executive officers (“NEOs”) listed below, (“NEOs”),whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.
• newDear Fellow Shareholders,
• newIn 2025, Albemarle maintained its disciplined execution and portfolio management priorities to stay competitive and agile while delivering for our shareholders.
• newAmid a challenging end‑market and operating environment, particularly in the global lithium industry, over the past two years the leadership team took decisive action to preserve Albemarle’s industry‑leading position despite significant market volatility.
• newThanks to these focused, disciplined cost and cash‑management and operational measures, we are pleased to have delivered strong operating and free cash flow for 2025, supported by our streamlined organizational structure.
• newWe are strengthened by our financial discipline, culture of continuous improvement and resilience, geographically diverse assets and global footprint, as well as the recent closing of the sale of our controlling stake in Ketjen Corporation and sale of our interest in the Eurecat joint venture.
• newWe believe we are well-positioned to continue our focus on our core businesses – Energy Storage and Specialties – and to maintain our commitment to cost discipline and to delivering shareholder returns.
• newIn line with these results, the 2025 annual incentive plan paid out at 151.5% of target, reflecting our strong adjusted EBITDA and Operating Cash Flow Conversion Rate performance for the year.
• newThe 2023-2025 long-term incentive plan paid out at 90.1% of target for Relative Total Shareholder Return ("rTSR") PSUs and 0% for adjusted Return on Invested Capital ("adjusted ROIC") PSUs, which the Committee views as appropriate to ensure strong accountability and alignment with our shareholder experience.
• newThe Board and Committee regularly solicit key shareholder feedback to inform the ongoing evolution of our compensation and governance practices.
• newPrior to and following the 2025 Say-on-Pay vote, which received support below the prior year, the Committee initiated an expanded shareholder engagement outreach effort to better understand investor priorities and preferences regarding our executive compensation program.
• newIn response to feedback received, the Committee has implemented several changes to the fiscal 2026 compensation program design and enhanced this year’s proxy disclosure as follows:
• newFiscal 2026 Compensation Program Changes:
• new•Updated Albemarle’s compensation peer group for fiscal 2026 compensation decisions to more closely align with our operating size;
• new•Rebalanced equity mix to 60% target PSUs / 40% RSUs, instead of 50% target PSUs / 25% RSUs / 25% Stock Options, to increase the portion of pay directly linked to pre-set performance targets;
• new•Raised the relative TSR target performance level from the median to the 55th percentile of the performance peer group to strengthen the PSU plan rigor; and
• new•Removed the individual component in the annual incentive plan for executive officers to drive greater team alignment around Company goals and improve payout transparency.
• newCompensation Disclosure Enhancements:
• new•Disclosed forward-looking goals for 2025 PSUs to enhance transparency around the rigor of our long-term performance hurdles; and
• new•Enhanced disclosure of individual performance considerations that informed the 2025 annual incentive plan payouts.
• newFor additional details on the Committee’s engagement effort and responsiveness actions, please see the ‘Shareholder Engagement’ section of the Compensation Discussion and Analysis section that follows.
• newCritical to our ability to continue executing our cost-optimizing growth strategy are the continued commitment and contributions of our highly-qualified leadership team, who are equipped with the right expertise to guide Albemarle through industry cycles and broader macroeconomic shifts.
• newThe Committee continuously seeks to balance our business priorities while ensuring our compensation program remains competitive, performance-based and shareholder-aligned, regardless of the positive benefits or negative impacts of the larger pricing environment.
• newOn behalf of the Committee, we appreciate your continued engagement as we work to enhance our executive compensation program to align with shareholder interests and Albemarle’s long-term growth strategy.
• newWe respectfully request your vote in support of the 2025 advisory resolution to approve named executive officer compensation.Executive Compensation & Talent Development CommitteeDiarmuid B.
• newO'Connell, ChairHolly A.
• newVan DeursenAlejandro D.
• newWolffMark R.
• newWidmar
• changed2025 2024NAMED EXECUTIVE OFFICERS
• changedFor the purposes of this CD&A, the Summary Compensation Table and other tables set forth in this Proxy Statement, our NEOs for the 2025 2024fiscal year are: were:
• newAndersonExecutive Vice President, Chief Business Transformation OfficerMark R.
• changedMummertExecutive Johnson,Jr.ExecutiveVice President, Chief Operations OfficerEric W.
• changedNorrisExecutive Vice President, Chief Commercial OfficerNetha N. OfficerKristinM.
• newJohnson, Jr.Former Executive Vice President, Chief Operations Officer
• newNote: Mr. Johnson separated from Albemarle effective August 10, 2025.
• newCD&A HIGHLIGHTS
• newCompany Overview2025 Financial and Operational Performance2025 Compensation Program HighlightsMarket Alignment, Risk Profile and Incentive Plan DesignShareholder Engagement2025 Say-on-Pay Vote and Shareholder EngagementExecutive Compensation FrameworkCompensation Philosophy and Principles and Pay for Performance AlignmentExecutive Compensation ManagementRoles in Determining Executive Compensation, How We Use Market Data and the Compensation Risk Assessment2025 Compensation Decisions and Outcomes2025 Base Salaries, Annual Incentive Plan and Long-Term Incentive Plan Decisions and OutcomesOther Compensation and Personal BenefitsOther Compensation Policies and Guidelines
• newCOMPANY OVERVIEW
• newAlbemarle is an innovative and competitive company powered by world-class resources and the expertise to win in attractive markets.
• changedWe are Albemarleisa world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity, connectivityand health.
• newWith a driving purpose to enable a more resilient world, we strategically partner with companies, governments, and communities to pioneer new ways to move, power, connect, and protect.
• changedThe end markets we serve include grid storage, automotive, defense, aerospace, conventional energy, electronics, construction, agriculture and food, pharmaceuticals, pharmaceuticalsand medical devices.
• changedWe believe that Albemarle's world-class resources with reliable and consistent supply, its leading process chemistry, high-impact innovation, customer centricity, centricityand focus on people and planet will enable us itto maintain a leading position in the industries in which we operate. itoperates.
• changedAs of December 31, 2025, 2024,Albemarle served approximately 1,900 customers in roughly approximately70 countries.
• newFISCAL 2025 PERFORMANCE HIGHLIGHTS
• newLithium Pricing Market Environment
• newAs one of the largest lithium producers, Albemarle’s stock price is highly correlated with lithium prices and has been disproportionately affected by the sharp two-year decline, compared to the broader specialty chemicals sector.
• newThe chart below illustrates the correlation between Albemarle’s share price and the Lithium Carbonate Price through the last three-year down cycle and the market improvement in late 2025.
• new*Lithium Carbonate China DEL Spot Index Price; Source: Shanghai Metals Market (SMM)
• newLithium is becoming a more mature industry, with pricing being more strongly influenced by market and geopolitical dynamics.
• newOur incentive programs are designed to incentivize management based on what they can control, while mitigating some of the impact of fluctuations in market lithium prices on their incentive plans.
• newThe Committee strives to align payouts and pay program design with actual management contributions and performance, regardless of outsized positive or negative end market pricing environment impacts.
• newThroughout 2025, the management team took decisive action to implement cost and productivity improvements across the business, while focusing on maintaining competitiveness through variable market pricing cycles.
• newAs a result of these focused initiatives and disciplined cash management, the Company was well positioned to capitalize on its lower cost structure, both as lithium prices remained depressed and as lithium markets began to recover in late 2025.
• newTo achieve this, we prioritized several key initiatives, including:
• new•Reducing costs and improving our operations efficiency;
• new•Reducing capital expenditures, including smarter approaches in sustaining capital without compromising safety or productivity;
• new•Focusing on operating cash flow conversion and free cash flow improvements;
• new•Optimizing our operations with our joint venture partners, especially in our conversion network; and
• new•Enhancing our overall financial flexibility.
• newWe encourage shareholders to review management’s actions (see page 1 of this Proxy Statement) for additional details about our operational initiatives and programs implemented to help mitigate the impact of pricing pressures.
• new2025 Financial and Operational Performance Results4
• newStrong operational execution in 2025 delivered net sales of $5.1B with sales volume up 12% and gains in all segments.
• newAdjusted EBITDA of $1.1B exceeded plan, supported by cost reductions and productivity improvements.
• newWe delivered significant operating cash flow of $1.3B, supported by working capital reductions and a customer prepayment.
• newThe high operating cash flow combined with lower capital spending levels delivered $692M of free cash flow.
• new4 Please refer to the reconciliation of non‑GAAP financial measures to the corresponding GAAP measures as presented in Exhibit C of this document.
• newThese reconciliations, which appear in the section titled ‘Reconciliation of Non‑GAAP Financial Measures,’ should be reviewed when considering the financial information summarized in this Proxy Statement.
• new2025 COMPENSATION PROGRAM HIGHLIGHTS
• newMarket-Aligned, Predominantly At-Risk Target Compensation Opportunities
• newThe Committee, with input from its independent compensation consultant, sets target pay within the competitive market ranges based on peer group benchmarks and market surveys.
• newConsistent with our compensation principles, NEOs are primarily rewarded through performance-based cash and equity incentives that align pay with strategic priorities and shareholder interests.
• changedAs shown in the chart below, in 2025, at-risk, variable compensation represented basedonCompanyandindividualperformancewasapproximately 90% of 2024target pay opportunities for the CEO and an average of 80% for 79%of2024targetpayoftheother current NEOs (Messrs.
• newSheorey, Norris, and Mummert and Ms. Anderson).
• newTarget pay for our executives encompasses annual base salary, target cash bonus opportunity, stock closing price at the grant date for RSUs and target PSUs, and the Black-Scholes value for Stock Options at the grant date.
• newTarget pay represents the pay decisions made by the Committee in February 2025 for each of the NEOs.
• newIncentive Plan Payouts Aligned with Performance
• newConsistent with our strong financial and operational performance results, the incentive plan payouts were aligned with shareholder experience over the corresponding performance periods.
• new2025 Annual Bonus PlanPerformance under our 2025 Annual Incentive Plan included achievement of adjusted EBITDA at 115% of the target performance goal and Operating Cash Flow Conversion Rate at 113% of the target performance goal.

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