ALB Albemarle Corp

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Filed by the Registrant			X
Filed by a Party other than the Registrant

						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)

X						No fee required.
						Fee paid with preliminary materials.
						Fee computed on table on exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.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;

2.Approve the compensation of our named executive officers, on a non-binding advisory basis, as disclosed in the accompanying Proxy Statement;

3.Recommend the frequency of future advisory votes on the compensation of our named executive officers, on a non-binding advisory basis;

4.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

5.Approve the 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors; and

6.Transact any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

			By Order of the Board of Directors
			Kristin M. Coleman
			Executive Vice President, General Counsel
			and Corporate Secretary

PROXY STATEMENT SUMMARY			1
PROPOSAL 1 – ELECTION OF DIRECTORS			6
Summary of Skills, Experience, and Background for Director Nominees			7
Director Nominees			8
GOVERNANCE MATTERS			14
Director Independence			14
Leadership Structure; Risk Oversight; Sustainability Oversight; and ESG Matters			14
Director Retirement Policy			16
Meetings of Non-Employee Directors			16
Director Continuing Education			16
Attendance at Annual Meeting			16
Board Meetings			16
Committees of the Board of Directors; Assignments and Meetings			17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			22
DIRECTOR COMPENSATION			23
Annual Compensation			23
Deferred Compensation			23
2013 Directors Plan			24
Other Benefits and Perquisites			24
Director Compensation Table			25
STOCK OWNERSHIP			26
Stock Ownership Guidelines			26
Principal Shareholders			26
Directors and Executive Officers			27
DELINQUENT SECTION 16(a) REPORTS			28
COMPENSATION DISCUSSION AND ANALYSIS			29
2022 Key Executive Compensation Committee Activities			29
Executive Summary			30
Navigating the CD&A			34
Executive Compensation Framework			34
Executive Compensation Management			38
2022 Compensation Decisions and Outcomes			45
Additional Information			54
EXECUTIVE COMPENSATION COMMITTEE REPORT			57
COMPENSATION TABLES AND OTHER INFORMATION			58
Summary Compensation Table			58
Grants of Plan-Based Awards			62
Outstanding Equity Awards and Fiscal Year-End			64
Option Exercises and Stock Vested			66
Retirement Benefits			67
Potential Payments Upon Termination			68
Equity Compensation Plan Information			73
CEO Pay Ratio			73
SEC Disclosure on Pay Versus Performance			75
PROPOSAL 2 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION			79
PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION			80

AUDIT & FINANCE COMMITTEE MATTERS			81
Audit & Finance Committee Report			81
Audit & Finance Committee Pre-Approval Policy			82
Fees Billed by PwC			82
PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			83
PROPOSAL 5 – APPROVAL OF 2023 STOCK COMPENSATION AND DEFERRAL ELECTION PLAN FOR NON-EMPLOYEE DIRECTORS			84
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			91
SHAREHOLDER PROPOSALS			98
OTHER MATTERS			99
APPENDIX A – ALBEMARLE CORPORATION 2023 STOCK COMPENSATION AND DEFERRAL ELECTION PLAN FOR NON-EMPLOYEE DIRECTORS			A-1

Date and Time			Place
Tuesday, May 2, 2023			Albemarle Corporation
7:00 a.m., Eastern Time			4250 Congress Street
			Charlotte, North Carolina 28209

Voting Matter						Board Vote Recommendation
Proposal 1:			Election of Directors			FOR each Nominee
Proposal 2:			Approval of Named Executive Officers’ Compensation, on a non-binding advisory basis (Say-on-Pay)			FOR
Proposal 3:			Recommendation on Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers, on a non-binding advisory basis (Say-on-Frequency)			"1 YEAR"
Proposal 4:			Ratification of Appointment of Independent Registered Public Accounting Firm			FOR
Proposal 5:			Approve the 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors			FOR

Net Sales of $7.3 billion, more than double 2021 Net Sales

Cash Flows from Operations of $1.9 billion and positive free cash flow

Diluted EPS of $22.84, more than 21 times that of 2021

We increased our quarterly dividend for the 28th consecutive year

Grow Profitably						• Expand capacity to meet customer needs and generate value • Partner with strategic customers and stakeholders to facilitate innovation and mutual growth
Maximize Productivity						• Deploy operating model to build a scalable platform for growth • Grow high-performance culture with best-in-class capabilities • Optimize earnings, cash flow and cost structure
Invest with Discipline						• Allocate capital and manage portfolio to generate long-term value • Maintain Investment Grade credit rating and support our dividend
Advance Sustainability						• Build competitive advantage through industry-leading ESG performance • Accelerate sustainability ambitions of customers and communities

Mobility						• Advancing the future of movement by being a leading provider of materials that make mobility better and cleaner • From the battery in electric vehicles, to the initiator for airbags, Albemarle is fundamental in the development of mobility products and solutions
Energy						• Powering the energy transition to meet the rising needs so we can ensure the world has critical resources for years to come • From energy grid storage to the materials required for energy-efficient buildings, neither would be possible without Albemarle
Connectivity						• Enabling an always-on world to make technology more consistent and reliable, so we can continue to innovate more efficiently • From fire safety solutions in industrial cabling to the protective glass on your cell phone, Albemarle makes connecting safer and more reliable
Health						• Improving quality of life by making health safer and more attainable today, so the planet and future generations can continue to thrive • From ingredients for medicines to disinfection, Albemarle helps ensure the food we eat is safe and plentiful, the water we drink is clean, and the environment we live in is here to stay

Board Independence						• Independent Board, except CEO • Lead Independent Director • All Members of the Board's Standing Committees are Independent • Regular Executive Sessions of Independent Directors • Board and Committee Authority to Retain Independent Advisors
Director Elections						• Annual Election of Each Director • Directors Do Not Stand for Re-election in the Year in Which They Reach 72 Years of Age • Resignation Policy for Directors Not Receiving Majority Approval
Meeting Attendance						• All Current Directors Attended at Least 75% of the Total Number of Meetings of our Board and Committees on which the Director Served in 2022
Evaluating and Improving Board Performance						• Annual Board and Committee Evaluation Process • Continuing Director Education
Aligning Our Interests with Shareholders' Interests						• Stock Ownership Guidelines for Directors and Executive Officers • Policies Prohibiting Hedging, Short Sale, and Pledging Our Stock by Directors, Officers, and Employees • No Shareholder Rights Plan (Poison Pill)
Environmental and Social						• Longstanding Commitment to Sustainability and Corporate Responsibility • Annual Sustainability Report Aligned with SASB and GRI Standards • Signed CEO Water Mandate in 2022, Expanding our Role with the UN Global Compact • CDP Reporting: First Year Scoring of Climate (B) and Water (C) • IRMA (Initiative for Responsible Mining Assurance) Third-Party Audit at Salar de Atacama and Self-Assessments at Greenbushes and Wodgina • Other 2022 Achievements Included Initial Assessment of Scope 3 GHG Emissions, First Product Life Cycle Assessments, and New Limited Assurance of Scope 1 and 2 GHG Emissions
Other						• Annual Say-on-Pay Vote • Risk Oversight by Full Board and Committees • Robust Stockholder Engagement Program • Quarterly Mandatory Information Security Training for All Employees

Name and Primary Occupation

Age

Director Since

Standing Committee Membership

Independent

Other Public Company Boards

M. Lauren Brlas Former EVP and CFO, Newmont Mining Corporation

65

2017

Audit & Finance (Chair) Capital Investment

Yes

Three

Ralf H. Cramer Former President and CEO, Continental China

57

2022

Audit & Finance Health, Safety & Environment

Yes

None

J. Kent Masters, Jr. Chairman, President & CEO, Albemarle Corporation

62

2015; Chair since 2020

None

No

None

Glenda J. Minor Former SVP & CFO, Evraz North America

66

2019

Audit & Finance Nominating & Governance

Yes

Two

James J. O’Brien (Lead Independent Director) Former Chairman and CEO, Ashland Inc.

68

2012; Lead Independent Director since 2020

Nominating & Governance (Chair) Audit & Finance

Yes

Two

Diarmuid B. O’Connell Former VP, Corporate & Bus. Dev., Tesla Motors Inc.

59

2018

Executive Compensation Health, Safety & Environment

Yes

Three

Dean L. Seavers Former President, National Grid U.S.

62

2018

Capital Investment (Chair) Executive Compensation

Yes

One

Gerald A. Steiner Former EVP, Sustainability & Corporate Affairs, Monsanto

62

2013

Health, Safety & Environment (Chair) Audit & Finance

Yes

None

Holly A. Van Deursen Former Group VP, Petrochemicals, BP Corporation

64

2019

Capital Investment Executive Compensation

Yes

Two

Alejandro D. Wolff Former U.S. Ambassador to Chile

66

2015

Executive Compensation (Chair) Nominating & Governance

Yes

One

Independent: 9 of 10

Average age: 63.1

Diverse: 5 of 10

Average tenure: 6.2 years

Albemarle's incentive plans convey a balanced focus between growth, efficiency, and stewardship. The 2022 executive compensation program provided short-term annual cash bonuses designed to drive adjusted EBITDA and adjusted cash flow from operations, and long-term performance-based equity awards designed to drive total stockholder return and return on invested capital, all as described in further detail below under “Compensation Discussion and Analysis” beginning on page 29.

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board of Directors, upon unanimous recommendation of the Nominating & Governance Committee, unanimously approved the persons named below as nominees for election to the Board of Directors at the Annual Meeting. Each of the nominees is currently a member of the Board of Directors. Each of the nominees (i) has been nominated for election at the Annual Meeting to hold office until the 2024 annual meeting of shareholders or, if earlier, the election or appointment of their successor, and (ii) has consented to being named as such and to serve as such if elected. The proxies submitted for the Annual Meeting cannot be voted for more than ten nominees.

Summary of Skills, Experience, and Background for Director Nominees

Brlas

Cramer

Masters

Minor

O'Brien

O'Connell

Seavers

Steiner

Van Deursen

Wolff

KEY COMPETENCIES

Current/Former Public Company CEO or COO

n

n

n

n

n

P&L Experience

n

n

n

n

n

n

n

n

n

Relevant Industry Experience

n

n

n

n

n

n

n

n

n

n

R&D / Innovation Experience

n

n

n

n

n

n

n

n

n

Manufacturing / Operations Experience

n

n

n

n

n

n

n

Global / Emerging Markets Experience

n

n

n

n

n

n

n

n

n

n

Supply Chain and Logistics Experience

n

n

n

n

n

n

IT / Cybersecurity / Technology Capability

n

n

n

n

n

n

Financial Literacy

n

n

n

n

n

n

n

n

n

n

M&A Experience

n

n

n

n

n

n

n

n

n

n

Risk Management

n

n

n

n

n

n

n

n

n

n

Public Company Compliance / Governance

n

n

n

n

n

n

n

n

n

n

Strategy Development

n

n

n

n

n

n

n

n

n

n

Public Company Executive Compensation

n

n

n

n

n

n

n

Leadership Development / Succession Planning

n

n

n

n

n

n

n

n

n

n

Public / Government Affairs

n

n

n

n

n

n

n

n

Diversity, Equity & Inclusion

n

n

n

n

n

n

Natural Resource Management / Environment

n

n

n

n

n

n

n

n

Safety / Health

n

n

n

n

n

n

n

n

n

COMPLIANCE

Independent Director

Y

Y

N

Y

Y

Y

Y

Y

Y

Y

Audit Committee Financial Expert

Y

N

N

Y

Y

N

N

N

N

N

Current Public Company Boards (including ALB)

4

1

1

3

3

4

2

1

3

2

Current Public Company Audit Committees (including ALB)

3

1

—

3

1

2

—

1

1

—

DEMOGRAPHICS

Age

65

57

62

66

68

59

62

62

64

66

Tenure

6

1

8

4

11

5

5

10

4

8

DIVERSITY

Gender (Female, Male)

F

M

M

F

M

M

M

M

F

M

Race (Black, Hispanic, White)

W

W

W

B

W

W

B

W

W

H

BOARD STANDING COMMITTEES (Chair, Member)

Audit & Finance

C

M

M

M

M

Capital Investment

M

C

M

Executive Compensation

M

M

M

C

Health, Safety & Environment

M

M

C

Nominating & Governance

M

C

M

Lead Independent Director

Y

Independent Age: 65 Director Since: 2017 Committees: •Audit & Finance (Chair) •Capital Investment						M. Lauren Brlas Ms. Brlas retired from the Newmont Mining Corporation (“Newmont”), a global gold company and producer of copper, silver, zinc, and lead, in December 2016. Ms. Brlas joined Newmont in 2013 and served as Executive Vice President and Chief Financial Officer until October 2016. From 2006 through 2013, Ms. Brlas held various positions of increasing responsibility with Cleveland-Cliffs Inc., a North American producer of iron ore and steel, where most recently she served as Chief Financial Officer and then as Executive Vice President and President, Global Operations. Attributes and Skills: Ms. Brlas brings significant operational and financial executive leadership experience, including in the natural resources industry, to our Board. This executive leadership experience as well as Ms. Brlas’ extensive background in financial and governance matters supports her re-election to our Board. Other Public Company Directorships: •Constellation Energy Corporation (an energy provider), 2022 – current •Autoliv, Inc. (a developer, manufacturer, and marketer of airbags, seatbelts, and steering wheels), 2020 – current •Graphic Packaging International, LLC (a producer of paper-based packaging solutions), 2019 – current •Exelon Corporation (an energy provider), 2018 – 2022 •Perrigo Company plc (a producer of self-care health solutions), 2003 – 2019 •Calpine Corporation (a generator of electricity from natural gas and geothermal resources), 2016 – 2018
Independent Age: 57 Director Since: 2022 Committees: •Audit & Finance •Health, Safety & Environment						Ralf H. Cramer Mr. Cramer has served as Industry Advisor / Consultant at Knowledge Experienced, an automotive and industrial consulting company, since 2018. Mr. Cramer has also served as a Senior Consultant at Shenzhen Shentou Investment Co Ltd., a cross-border M&A consultancy and investment company, since 2018. Mr. Cramer has served on the boards of directors of BBS Automation GmbH, an automation solutions provider, since May 2018, Knorr-Bremse Truck, a subsidiary of Knorr-Bremse A.G., a braking system manufacturer, since December 2018, and Metalsa S.A., an automotive solutions provider, since May 2019. Mr. Cramer served as an Executive Board Member of Continental AG, which develops technologies and services for mobility of people and goods, from 2009 to 2017 and as President, Global Division Chassis & Safety from 2008 to 2013. During that time, Mr. Cramer also served as President and CEO of Continental China, an automotive component manufacturer, from 2013 to 2017. Attributes and Skills: Mr. Cramer’s executive experience with multinational companies in the automotive industry and manufacturing operations brings an international business perspective to our Board. Mr. Cramer’s extensive knowledge of the global automotive industry and operational, financial, and international leadership experience supports his re-election to our Board.

Age: 62 Director Since: 2015 Chairman Since: 2020						J. Kent Masters, Jr. Mr. Masters has served as Chairman, President and CEO of Albemarle since 2020. Prior to joining Albemarle, Mr. Masters served as Chief Executive Officer of Foster Wheeler AG, a global engineering and construction contractor and power equipment supplier, from 2011 to 2014, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. Mr. Masters served as a director of Amec Foster Wheeler plc from 2015 to 2017. Mr. Masters also served as a member of the executive board of Linde AG, a manufacturer and seller of industrial gases, from 2006 to 2011. Attributes and Skills: Mr. Masters brings significant global business experience in key industries relevant to our large capital projects, such as engineering and construction, power equipment, and industrial gases, to our Board. Mr. Masters’ global business experience as well as his previous experience in the lithium industry (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. Other Public Company Directorships: •Amec Foster Wheeler plc (a consultancy, engineering, and project management company), 2015 – 2017
Independent Age: 66 Director Since: 2019 Committees: •Audit & Finance •Nominating & Governance						Glenda J. Minor Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. Prior to Silket, Ms. Minor served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer from 2010 to 2016. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions, from 2000 to 2010. Attributes and Skills: Ms. Minor brings extensive financial and international leadership experience across different industries and different continents to our Board. Ms. Minor’s financial and international leadership experience as well as her in-depth understanding of the preparation and analysis of financial statements and her experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion supports her re-election to our Board. Other Public Company Directorships: •Schnitzer Steel Industries, Inc. (a global provider in the metals recycling industry and a manufacturer of finished steel products), 2020 – current •Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current

Independent Age: 68 Director Since: 2012 Lead Independent Director Since: 2020 Committees: •Nominating & Governance (Chair) •Audit & Finance						James J. O'Brien Mr. O’Brien served as Chairman of the Board and Chief Executive Officer from 2002 to 2014, as President and Chief Operating Officer in 2002, and as Senior Vice President and Group Operating Officer from 2001-2002 of Ashland Inc., a diversified energy company. Mr. O’Brien served as President of Valvoline, a global marketer and supplier of premium branded lubricants and automotive services, from 1995 to 2001. Mr. O’Brien worked at Ashland for 38 years prior to his retirement in December 2014. Attributes and Skills: Mr. O’Brien brings extensive knowledge of the chemical industry and significant experience gained from service on the board of directors of other public companies to our Board. Mr. O’Brien’s industry knowledge and public company board experience as well as his significant management experience and knowledge in the areas of finance, accounting, international business operations, risk oversight, and corporate governance supports his re-election to our Board. Other Public Company Directorships: •Eastman Chemical Company (a specialty chemical company), 2016 – current •Humana Inc. (a managed health care company), 2006 – current •Wesco International, Inc. (an electronics distribution and services company), 2015 – 2017
Independent Age: 59 Director Since: 2018 Committees: •Executive Compensation •Health, Safety & Environment						Diarmuid B. O'Connell Mr. O'Connell served as Chief Strategy Officer of Fair Financial Corp., an automotive leasing fintech company, from 2018 to 2019. Prior to Fair Financial, Mr. O’Connell served as Vice President, Corporate & Business Development at Tesla Motors Inc., an American electric vehicle manufacturer, energy storage company, and solar panel manufacturer, from 2010 to 2017 and Vice President, Business Development from 2006 to 2010. Mr. O’Connell served as Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State from 2003 to 2006. Attributes and Skills: Mr. O'Connell brings experience in the electric vehicle and energy storage industry as well as valuable perspectives on global applications of alternative energy that provide insights into the end uses of our products to our Board. This industry knowledge as well as Mr. O'Connell’s background in marketing, government relations, operations, and manufacturing supports his re-election to our Board. Other Public Company Directorships: •Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – current •Volvo Car AB (a company that designs, manufactures, and supplies automobiles), 2021 – current •Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current

Independent Age: 62 Director Since: 2018 Committees: •Capital Investment (Chair) •Executive Compensation						Dean L. Seavers Mr. Seavers has served as a senior advisor, in a part time consulting role, at Stifel Financial Corp., a full-service financial services firm, since 2020. Prior to Stifel Financial, Mr. Seavers served as President of National Grid U.S., a U.S. supplier of consumer energy, from 2014 to 2019 and as Executive Director of National Grid plc, a multinational electricity and gas utility company, from 2015 to 2019. Mr. Seavers founded and served as Chief Executive Officer, President and Director of Red Hawk Fire & Security, a provider of life safety and security solutions, from 2012 to 2018, and President of Global Services of the Fire & Security business of United Technologies Corporation, an aerospace and defense company, from 2010 to 2011. Attributes and Skills: Mr. Seavers brings an operational perspective and vision to our Board from a variety of industries representing end uses of our products. Mr. Seavers’ extensive executive leadership and deep energy, fire safety and technology industry experience supports his re-election to our Board. Other Public Company Directorships: •Ametek, Inc. (a global manufacturer of electronic instruments and electromechanical devices), 2022 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2020 – 2022; Chairman, Pacific Gas & Electric Company, 2020 – 2022 •James Hardie plc (a producer and marketer of fiber cement siding and backerboard and of fiber gypsum products), 2021 – 2022 •Environmental Impact Acquisition Corporation (a special purpose acquisition company), 2021 – 2022
Independent Age: 62 Director Since: 2013 Committees: •Health, Safety & Environment (Chair) •Audit & Finance						Gerald A. Steiner Mr. Steiner co-founded and served as CEO from 2015 to 2021 and Executive Chairman from 2021 to 2022 of CoverCress, Inc., a company developing a new crop for renewable fuels. Mr. Steiner founded in 2014 and continues to serve at Alta Grow Consulting LLC, a business consulting firm. Prior to Alta Grow Consulting, he served as Executive Vice President, Sustainability and Corporate Affairs at Monsanto Company, a leading global provider of agricultural products for farmers, from 2003 to 2014. Among other roles, Mr. Steiner has also served at the following organizations: •Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of the Biotechnology Industry Organization (a biotechnology innovation organization) •Chairman, 2012 – 2013, board member, 2014 – 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and energy for rural communities) •Co-founder, Field to Market (an agricultural sustainability organization); current Executive Chairman of Stony Creek Colors (a plant-based dyes company) Attributes and Skills: Mr. Steiner brings extensive experience in the renewable fuels and agricultural industry to our Board. This industry experience as well as Mr. Steiner’s extensive experience in government affairs, global business and strategy supports his re-election to our Board.

Independent Age: 64 Director Since: 2019 Committees: •Capital Investment •Executive Compensation						Holly A. Van Deursen Ms. Van Deursen served as Group Vice President, Petrochemicals, at BP Corporation, a global provider of heat, light and mobility products and services, having starting working there in 1989 and holding various senior executive management roles before retiring as a member of the top-forty executive management team from 2000 to 2005. Ms. Van Deursen has twenty-four years of experience in the chemical, oil, and energy industries, including various engineering, manufacturing, and product development roles for Dow Corning Corporation (a chemical and plastics manufacturer and supplier). Attributes and Skills: Ms. Van Deursen brings extensive experience in the chemical, industrial, and contract manufacturing sectors, including from her previous service as a director for companies in the oilfield services, diversified industrial, and packaging sectors, to our Board. Ms. Van Deursen’s experience across sectors as well as her service in executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally supports her re-election to our Board. Other Public Company Directorships: •Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), 2019 – current •Synthomer plc (a global supplier of acrylic and vinyl emulsions and specialty polymers), 2018 – current •Capstone Green Energy Corporation (a global producer of highly efficient, low-emission, resilient microturbine energy systems), Chair 2017 – 2020; director 2007 – 2021 •Enerpac Tool Group (formerly Actuant Corporation) (a diversified industrial company), 2008 – 2020 •Bemis Company (a packaging company), 2008 – 2019 •Petroleum Geo-Services (an oilfield services company), 2006 – 2018
Independent Age: 66 Director Since: 2015 Committees: •Executive Compensation (Chair) •Nominating & Governance						Alejandro D. Wolff Mr. Wolff served as Managing Director of Gryphon Partners LLC, a global advisory firm focused on frontier markets, from 2014 to 2016. Prior to Gryphon, he served as U.S. Ambassador to Chile from 2010 to 2013 and U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff has thirty-three years of service in the U.S. Department of State, including service in Algeria, Morocco, Chile, Cyprus, the U.S. Mission to the European Union in Brussels, and as Deputy Chief of Mission and Charge d’Affaires in France. Attributes and Skills: Mr. Wolff brings expertise in international political, economic, and commercial affairs to our Board. This expertise as well as Mr. Wolff’s lithium industry experience (including his prior service on the board of directors for Rockwood Holdings, Inc.) supports his re-election to our Board. Other Public Company Directorships: •Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2019 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 – 2020 •Versum Materials, Inc. (an electronic materials company), 2016 – 2019

Election of each Director requires the affirmative vote of a majority of the votes cast by the holders of shares represented at the Annual Meeting and entitled to vote (which means that the number of shares voted “FOR” a director must exceed the number of shares voted “AGAINST” a director). In uncontested elections, any Director who does not receive a majority of the votes cast must tender his or her resignation to the Board of Directors. The Nominating & Governance Committee will make a recommendation to the Board of Directors on whether or not to accept the tendered resignation.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE FOREGOING NOMINEES.

•The Audit & Finance Committee is primarily responsible for risk oversight relating to financial statement integrity, ERM (as defined below), and significant risk within our Company, including, but not limited to, business and financial resilience and threats related to climate change, supply chain disruptions, and cybersecurity.

•The Executive Compensation Committee is primarily responsible for risk oversight related to human resources and potential risks relating to our employee (including executive) compensation programs. See the “Compensation Risk Assessment” beginning on page 43.

•The Nominating & Governance Committee is primarily responsible for risk oversight relating to corporate governance.

•The Health, Safety & Environment Committee is primarily responsible for risk oversight relating to the effectiveness of our health, safety, and environment protection programs and potential risks relating to our sustainability programs.

•The Capital Investment Committee is primarily responsible for risk oversight relating to major capital expenditure projects.

Our Board exercises overall governance of our sustainability program and its alignment to the Albemarle Way of Excellence (operating model) and our sustainability framework. Board committees take the lead in discrete areas of oversight within their areas of responsibility, with the Health, Safety &

Health, Safety & Environment

Audit & Finance

Executive Compensation

Energy & Greenhouse Gases

n

Natural Resource

Water

n

Management

Resource Stewardship

n

Waste

n

Safety

n

People, Workplace

Diversity, Equity & Inclusion

n

& Community

Investment in Talent

n

Community & Stakeholder Engagement

n

Value Chain Excellence

n

Sustainable

Product & Process Innovation

n

Shareholder Value

Business & Financial Resilience

n

Business Ethics & Regulatory Compliance

n

Executive sessions of the non-employee members of the Board were held regularly in conjunction with scheduled meetings of the Board during 2022. Mr. O'Brien, in his role as LID, presided at the executive sessions of the non-employee Directors held during the year. Shareholders and other interested persons may contact the Chair of the Nominating & Governance Committee or the non-employee members of the Board as a group through the method described under "How do I communicate with the Board of Directors?" in the "Questions and Answers about this Proxy Statement and the Annual Meeting" beginning on page 91.

Audit &  Finance Committee

Executive Compensation Committee

Nominating & Governance Committee

Health, Safety & Environment Committee

Capital Investment Committee

Management Director

J. Kent Masters, Jr.

Non-Employee Directors

M. Lauren Brlas

n

☐

Ralf H. Cramer

☐

☐

Glenda J. Minor

☐

☐

James J. O’Brien

☐

n

Diarmuid B. O'Connell

☐

☐

Dean L. Seavers

☐

n

Gerald A. Steiner

☐

n

Holly A. Van Deursen

☐

☐

Alejandro D. Wolff

n

☐

Number of Meetings in 2022

7

7

4

4

6

			Chair			☐			Member

The Board of Directors has determined that all Audit & Finance Committee members are financially literate, as required by SEC regulations and NYSE rules, and the Board of Directors has determined that each of Mses. Brlas and Minor and Mr. O’Brien is an “audit committee financial expert,” as that term is defined in the rules of the SEC under the Sarbanes-Oxley Act of 2002. Please also see the “Audit & Finance Committee Report,” on page 81.

In making this conclusion with respect to each of Pearl Meyer and Farient, the Executive Compensation Committee received written confirmation from each of Pearl Meyer and Farient addressing these factors and supporting this determination.

•Programs and practices related to ensuring the safe manufacture, distribution, use, and disposal of Company products;

•Contributions to long-term strategy and sustainability initiatives;

•Global public policy and advocacy development strategies related to health, safety, environmental, and sustainability issues;

•Policies and approach to human rights and the rights of indigenous people;

•The Company’s emergency response plan and political contributions;

•Efforts to minimize the Company’s environmental impact and implementation of the Company’s climate strategy; and

•Impacts of accessing the resources required to create long-term stakeholder value.

COMPENSATION			ANNUALLY
Annual Cash Retainer			$100,000
Annual Equity Grant of Restricted Common Stock			$150,000
Additional Cash Fees:
Lead Independent Director or Non-Executive Chair of the Board, as applicable			$50,000
Audit & Finance Committee Chair			$25,000
Executive Compensation Committee Chair			$20,000
Nominating & Governance Committee Chair			$15,000
Health, Safety & Environment Committee Chair			$15,000
Capital Investment Committee Chair			$15,000

distributions will begin on February 15 in the year following the earlier of the participant’s turning 65 years old or ending their tenure as a Company non-employee Director. For 2022, Mr. Steiner and Ms. Van Deursen each elected to defer all of their stock compensation into their respective deferred phantom stock accounts, and Mr. Steiner and Ms. Van Deursen each elected to defer 100% of their cash compensation into their deferred cash accounts.

At the Annual Meeting, shareholders will vote on whether to approve the 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors, which is intended to replace the 2013 Directors Plan, which will expire by its terms in May 2023. Please see "Proposal 5 – Approval of 2023 Stock Compensation and Deferral Election Plan for Non-Employee Directors" beginning on page 84.

•Matching Gifts Program: The Albemarle Foundation will make matching donations for qualified charitable contributions for any non-employee Director up to a total of $3,000 per year.

•Medical Plan Access: Non-employee Directors may enroll in the Company-sponsored medical insurance plans at the same rate as active employees. This benefit does not extend to other health and welfare benefits.

•Training and Development: We reimburse non-employee Directors for expenses associated with Director training and development.

•Travel Reimbursements: We reimburse non-employee Directors for the reasonable expenses of attending Board and committee meetings.

Director Compensation Table
Name			Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
M. Lauren Brlas			$	122,500		$	149,965		$	3,000		$	275,465
Ralf H. Cramer(4)			$	85,833		$	197,655		$	—		$	283,488
Glenda J. Minor			$	100,000		$	149,965		$	—		$	249,965
James J. O'Brien			$	162,500		$	149,965		$	3,000		$	315,465
Diarmuid B. O'Connell			$	100,000		$	149,965		$	—		$	249,965
Dean L. Seavers			$	112,500		$	149,965		$	—		$	262,465
Gerald A. Steiner			$	112,500		$	149,965		$	—		$	262,465
Holly A. Van Deursen			$	100,000		$	149,965		$	—		$	249,965
Alejandro D. Wolff			$	117,500		$	149,965		$	—		$	267,465

(1)Amounts shown include fees that have been deferred at the election of the non-employee Director under the 2013 Directors Plan.

(2)Amounts shown represent the aggregate grant date fair value of stock awards recognized in Fiscal Year 2022 in accordance with FASB ASC Topic 718. On July 1, 2022, each then serving non-employee Director received 731 shares of common stock (some of which were deferred by certain Directors) for their service as a Director. In accordance with the 2013 Directors Plan, non-employee Directors received shares of common stock equal to $150,000 divided by the closing price per share of common stock on July 1, 2022, which was $205.15, rounded down to the nearest 1-share increment. The amounts set forth above reflect our accounting expense for these awards and do not correspond to the actual value that will be recognized by each of the non-employee Directors. Shares granted pursuant to the 2013 Directors Plan vest (i) the July 1st next following the grant date for non-employee Directors who completed their term of service or (ii) on the completion of their term of service for non-employee Directors not standing for reelection at the annual meeting of shareholders. No Director holds any other unvested equity or has options outstanding.

(3)Represents matching donations for qualified charitable contributions.

(4)Mr. Cramer joined the Board in February 2022. Upon joining the Board, Mr. Cramer received, on February 21, 2022, a pro-rated stock grant of 250 shares of common stock based on the closing price per share of common stock on such date, which was $190.76. He also received the grant made to all non-employee Directors on July 1, 2022, as described in footnote 2 above.

Position			Target Value
Non-Employee Directors			5x annual cash retainer
Chief Executive Officer			6x base salary
Chief Financial Officer			4x base salary
Other Executive Officers			3x base salary

Name and Address of Beneficial Owners			Number of Shares						Percent of Class*
The Vanguard Group
100 Vanguard Boulevard, Malvern, PA 19355			14,147,413			(1)			12.1		%
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055			9,321,844			(2)			7.9		%
Capital International Investors
333 South Hope Street, 55th Floor, Los Angeles, CA 90071			7,868,987			(3)			6.7		%

*    Ownership percentages set forth in this column are based on the assumption that each of the principal shareholders continued to own, as of the record date, the number of shares reflected in the table. Calculated based upon 117,299,392 shares of common stock outstanding as of the record date, March 7, 2023.

(1)Based solely on the information contained in the Schedule 13G Amendment filed by the Vanguard Group (“Vanguard”) with the SEC on February 9, 2023. The report states that Vanguard has aggregate beneficial ownership of 14,174,413 shares of common stock, including shared voting power over 168,628 shares of common stock, sole dispositive power over 13,690,202 shares of common stock, and shared dispositive power over 484,211 shares of common stock.

(2)Based solely on the information contained in the Schedule 13G Amendment filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 3, 2023. The report states that BlackRock has aggregate beneficial ownership of 9,321,844 shares of common stock, including sole voting power over 8,492,988 shares of common stock and sole dispositive power over 9,321,844 shares of common stock.

(3)Based solely on the information contained in the Schedule 13G filed by Capital International Investors (“CII”) with the SEC on February 13, 2023. The report states that CII has aggregate beneficial ownership of 7,868,987 shares of common stock, including sole voting power over 7,765,262 shares of common stock and sole dispositive power over 7,868,987 shares of common stock.

Name of Beneficial Owner or Number of Persons in the Group			Number of Shares Beneficially Owned(1)						Percent of Class			Phantom Shares Without Voting or Investment Power(2)
M. Lauren Brlas			6,900						*			—
Kristin M. Coleman			—			(3)			*			—
Ralf H. Cramer			981						*			—
Netha N. Johnson			43,253						*			—
J. Kent Masters			70,347						*			—
Glenda J. Minor			4,106						*			783
Eric W. Norris			45,426						*			—
James J. O’Brien			2,813						*			15,160
Diarmuid B. O'Connell			6,681						*			—
Dean L. Seavers			6,749						*			—
Gerald A. Steiner			6,500						*			9,354
Scott A. Tozier			109,422			(4)			*			263
Holly A. Van Deursen			1,650						*			3,280
Alejandro D. Wolff			9,958						*			3,423
All directors and executive officers as a group (18 persons)			447,460						*			32,496

*    Indicates beneficial ownership of less than 1% of common stock. Calculated based upon 117,299,392 shares of common stock outstanding as of March 7, 2023 and assuming conversion or exercise of such holder’s options, as the case may be, for purposes of calculating the total number of shares outstanding, but not the conversion or exercise of securities held by third parties.

(1)The amounts in this column include shares of common stock with respect to which certain persons had the right to acquire beneficial ownership within 60 days of March 7, 2023: Mr. Masters 54,475 shares; Mr. Johnson 19,639 shares; Mr. Norris 20,090 shares; and Mr. Tozier: 38,310 shares.

(2)The amounts in this column reflect phantom shares held in the deferred stock account of each person and represent an equivalent number of shares of common stock. Although such shares are not “beneficially owned” as defined under SEC rules, we believe that inclusion of such shares gives our shareholders important additional information regarding the shareholdings of our Directors.

(3)Ms. Coleman joined the Company on November 28, 2022.

(4)Includes 1,609 shares held in the Albemarle Savings Plan.

DELINQUENT SECTION 16(a) REPORTS

At our 2022 annual meeting of shareholders, 95.3% of shareholders who cast a vote approved the compensation for 2021 of our named executive officers (“NEOs” — as determined in accordance with SEC rules).			95.3% Say-on-Pay Approval

USD in millions (except Diluted EPS)			2022			2021			Variance
Net Sales			$	7,320		$	3,328		$	3,992
Net Income attributable to Albemarle			$	2,690		$	124		$	2,566
Operating Profit			$	2,470		$	798		$	1,672
Diluted EPS			$	22.84		$	1.06		$	21.78
Operating Cash Flow			$	1,908		$	344		$	1,564

•Completed the acquisition of the Qinzhou lithium conversion plant in Guangxi China for $200 million on October 25, 2022.

•La Negra trains 3&4 handed over to operations in 1Q22. Kemerton train 1 achieved first product in July 2022. Kemerton train 2 mechanically complete and transitioned to commissioning phase.

•Albemarle was awarded a $150 million U.S. Department of Energy grant for US-based lithium concentrator facility to support domestic electric vehicle supply chain.

•Acquired land and building for Albemarle Technology Park to further our mine-to-market innovation strategy.

•Successful execution of capital projects for the TBBPA (Tetrabromobisphenol A) expansion at Jordan Bromine Company and DPE (DiPhenylEthane) expansion at Magnolia allowed for increased volumes in 2022.

•Concluded strategic review of Catalysts - decision made to retain as a wholly owned subsidiary branded as Ketjen. Turn-around planning underway.

•Realigning core Lithium and Bromine businesses into Energy Storage and Specialties segments effective January 1, 2023.

•Extended and expanded our revolving credit line to $1.5 billion. Raised $1.7 billion in bonds in May 2022.

•Invested in critical organizational capability, with a focus on Asia-Pacific, to enable strategy execution.

People Drive Albemarle’s Success

Our HR mission is to create empowered, inspired, and inclusive teams working collaboratively. Our employee value proposition is to provide best-in-career employee experiences, empowered by a values-centered culture and globally diverse and inclusive teams. Our workforce spans over 25 countries and expanded in 2022 from around 5,600 employees to over 6,900 employees.

Employee Engagement

Employee Empowerment Survey

As part of our listening strategy, we launched a global employee empowerment survey which had a strong 65% response rate (a response rate above 50% is considered good). 76% of our employees responded favorably to their satisfaction with working at Albemarle (benchmark: 73% for the manufacturing industry). Three areas of opportunity to improve satisfaction include collaboration, communication, and future career opportunities and development, which we are actively addressing.

Voluntary Employee Turnover

Managing voluntary turnover is a critical part of our talent strategy, given the potential loss of expertise and experience and it being an indicator of employee engagement. For 2022, we set and achieved an aspirational voluntary turnover target of 5.3%. Given the high inflation globally, we implemented an off cycle pay increase globally.

Diversity, Equity and Inclusion

We implemented comprehensive DE&I dashboards for our leadership to regularly track and act on critical metrics that help us to understand the representation, development, and advancement of diverse groups across the organization. We set 2022 targets relative to 2021 and achieved the results shown below.

2021 Actual

2022 Target

2022 Achieved

Percentage of the global workforce that is female

21.9%

22.9%

24.0%

Percentage of the US workforce at the Director level and higher that is racially diverse

16.9%

17.9%

21.3%

Employee Engagement

Employee Resource Groups and Annual CEO Day of Understanding

Our Employee Resource Groups, which we call CONNECT groups, promote an atmosphere of inclusion and encouragement, where every employee’s voice is heard. These executive-sponsored, employee-led groups are formed to promote a better workplace through shared perspectives and goals that positively impact our employees and their experience, alignment with our core values, and the creation and strengthening of relationships across the company. CONNECT groups focus on four areas: 1. Heritage Month Activities – cultural education and awareness, communication skills, valuing differences, breaking down barriers to inclusion, and membership campaigns; 2. Career Development – leadership skills, networking, mentoring, guest speakers, increased access to company leaders, and talent development resources; 3. Attracting Talent – support for the company’s diversity recruiting efforts, support for onboarding and retention, association partnerships, and supplier diversity recommendations; 4. Community Outreach – contribute to the communities where we live and work via strategic alignment with one or two preferred non-profits. In 2021, our CEO, Kent Masters, became a signatory to CEO Action for Diversity and Inclusion, the largest CEO-driven business commitment to advance DE&I in the workplace. In 2022, we held our second annual CEO Day of Understanding. CEO Days of Understanding encourage organizations to host candid conversations throughout the year to highlight and engage with real-time issues and events as they arise. As a signatory of CEO Action for Diversity and Inclusion, we are committed to providing unconscious bias training, sharing best practices, and engaging our Board of Directors in DE&I work. The annual CEO Day of Understanding is a great opportunity for our CEO to re-emphasize our commitment to DE&I and its importance to the success of the Company. It also gives employees an opportunity to engage directly with our CEO on the topic of DE&I.

Celebrating our Achievements Together

At Albemarle, winning awards is not the end goal. Outside recognition however reflects the commitment of our organization and employee base, who work hard every day to create a diverse, equitable and inclusive environment. To them we owe the following distinctions: a.2023 Military Friendly Employer b.2023 Military Spouse Friendly Employer c.2022 Charlotte’s and Nation’s Best and Brightest to Work For d.America’s Best Employers by Forbes’ Best Companies List We are committed to providing accessible learning & leadership opportunities that enhance both employee skills as well as our organizational agility and alignment through our Albemarle University.

Developing Leadership Capability

Albemarle’s coaching, mentoring, and leadership development learning journeys nurture skills leaders need to effectively lead themselves and others, now and in the future. In 2022, 300+ existing and aspiring leaders participated in a formal internal leadership development program. Our programs include assessments, virtual coaching apps, action learning projects, and visibility to senior leaders.

Global Enablement

Consistent with our culture of belonging and inclusion, we take pride in ensuring our learning and leadership development is delivered in local language for most employees. Of the leadership development participants, 62% were leaders located outside of the U.S.

Learning Experience

We are continuing to invest in increasing capacity to support employee development and solutions at scale—globally, regionally, and virtually. In 2022, we: •Enabled employee-empowered development by expanding our library of online courses and videos •Increased available L&D resources globally + regionally with a growing Organizational Effectiveness team Added a specific focus on optimizing learning approaches for deskless workers through our Manufacturing Excellence L&D practice.

Talent Management Strategies

We believe that a strong pool of talent for our most critical roles is built through senior leaders developing other leaders, consistent talent practices, digitization, and the capacity for ongoing career development for all employees. A newly formed Talent Advancement team supports Albemarle in talent management, succession planning, and organization development.

Enterprise Talent Strategy

In 2022, we focused on strengthening the foundations of our enterprise talent management practices. C-suite succession plans and candidates are reviewed annually by the Executive Leadership Team and the Board of Directors. Throughout the year, the ELT plans for talent development and advancement monthly, focused on the most critical roles and highest potential talent.

Performance Excellence

In 2022, our executive team held their organizations accountable to have more frequent and meaningful employee-manager review conversations. We created 150+ enhanced executive profiles, developed the infrastructure for digital career and talent profiles for all employees, and aligned practices for assessing, developing, and advancing talent. Our performance management systems were enhanced with Objectives and Key Results (OKRs), and a redesigned impact scale.

Career Growth and Development

Our talent management strategies are supported by strong investments in individual career development and advancement. Resources to support managers with developing talent, fostering a growth mindset, and aligning career path goals will be enhanced in 2023. Guidance for leaders to support internal mobility is coupled with a new toolkit and workshop for employees focused on career growth and development at Albemarle.

Performance Based Compensation			In 2022, 87% of the target compensation of our CEO and an average of 73% of the target compensation of our other NEOs was variable and subject to performance factors. In determining target values we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options.
Annual Bonus Plan			Our Corporate Annual Incentive Plan paid out due to strong financial performance and performance on stewardship. We achieved adjusted EBITDA at 280% of target and Adjusted Cash Flow from Operations at 278% of target, resulting in a payout for both metrics at 200%. See page 45 for more detail as well as for the payout for each of the NEOs.
Long-Term Incentive Mix			Our NEOs receive LTIP based on a mix of performance shares (50%), stock options (25%) and restricted stock units (25%).
Performance Shares			As described in further detail below, our Performance Shares for the 2020-2022 performance cycle paid out at 200% of target. This was driven by a strong Total Shareholder Return of 223% for the period, which positioned us at the 99th percentile of the compensation peer group. This was also driven by our ROIC performance for the period of 15.8%, which was well above the target level of 10.0% for the period.
Pay for Performance			We are committed to ensuring the alignment between Company performance and executive compensation. "Pay for performance" is one of our Four Compensation Principles. The overarching goal of our compensation program is to create executive compensation plans that incentivize and align with the creation of sustained shareholder value.

Executive Compensation Framework			Purpose of our Executive Compensation Program | Executive Compensation Philosophy and Principles | Focus on Performance | Key Elements of our Executive Compensation Program | Performance Goals
Executive Compensation Management			Roles in Determining Executive Compensation | Use of an Independent Compensation Consultant | Use of Market Data | Metric Selection and Goal Setting | Compensation Risk Assessment
2022 Compensation Decisions and Outcomes			2022 Base Salary | 2022 Annual Incentive Program | Long-Term Incentives | 2022 LTIP Grants
Additional Information			Executive Benefits | Perquisites | Post Termination Payments | Clawbacks | Deductability of Executive Compensation | Taxation of “Parachute” Payments and Deferred Compensation | Accounting for Stock-Based Compensation

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
Kristin M. Coleman			Executive Vice President, General Counsel and Corporate Secretary

Pay-for-Performance			•Set majority of compensation as variable and at-risk •Ensure an appropriate balance between annual and long-term incentives commensurate with the position's decision-making time horizon •Tie incentives to performance against financial, operational, strategic, and individual goals •Use quantifiable and measurable performance metrics that are clearly disclosed •Provide significant upside potential and downside risk for superior and low performance
Pay Benchmark			•We benchmark compensation against our compensation peer group •We use the median in the compensation peer group as our reference point for determining target compensation •Other factors include performance, scope of responsibilities, and impact on the company's performance as well as internal equity considerations
Align Interests with our Stakeholders			•Design programs that discourage unnecessary or excessive risk-taking •Cap payout opportunities under the incentive plans •Set minimum vesting periods for equity awards •Reward long-term financial results that drive financial value creation through a balanced equity mix •Operate meaningful share ownership guidelines (stock options are not included in determining ownership values) •Maintain a pay recoupment (i.e., clawback) policy
Avoid Poor Governance Practices			•No tax gross-ups •No-single-trigger accelerated vesting upon a change-in-control •No discounting, reloading or re-pricing of share options without shareholder approval •No guaranteed compensation or increases •No excessive perquisites •No dividends paid on unvested restricted shares units or performance share units until such awards vest •No strict targeting of compensation to a specific percentile of our compensation peer group •No hedging or monetization transactions involving the establishment of a short position in our securities and no entering into any arrangement that, directly or indirectly, involves the use of our securities as collateral for a loan

In line with our compensation principles, our NEOs are primarily rewarded through performance-based cash and equity incentive awards. 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 ("PSUs"), stock options, and time-based restricted stock units ("RSUs") 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 2022. In determining target values we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options.

			Compensation Element			Purpose			Performance Alignment
Fixed			Base Salary			Provide competitive levels of fixed pay to attract and retain executives Recognize role scope, skills required, performance, contribution, leadership and potential			Individual performance taken into account when considering changes
At Risk			Short-Term Cash Incentive			To motivate and reward the successful execution of our operating plan and strategic goals as well as Business Unit and individual performance			Opportunity of 0%-200% of target based on performance
			Long-Term Incentive Awards			Attract, retain and motivate executive talent; align interests with our shareholders and value realization with stock price; drive accountability for long-term performance			PSUs (50%), stock options (25%), and RSUs (25%) In determining target values we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options 2022 equity awards cliff vest after 3 years. For RSUs and PSUs, this is a change from previous years. This change was made to align with payout opportunities and vesting provisions relative to our compensation peer group

			Goals			Rationale			Weight
Short-Term Goals			Adjusted EBITDA			Incentivize management to meet and exceed target earnings. Aligns with focus on growth and efficiency			50%
			Adjusted Cash Flow from Operations			Incentivize management to meet and exceed target cash flow in support of growth and efficiency			25%
			Stewardship			Stewardship goals incentivize management, consistent with our values, to be good stewards, and are critical for our license to operate. Stewardship goals include occupational and process safety as well as environmental targets			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 ("ROIC")			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 ROIC. In determining target values, we use the stock closing price at the grant date for PSUs and RSUs and Black Scholes for stock options.

(1) See pages 45 and 49 for a more detailed overview of the short- and long-term incentive plans and definitions for each of the performance goals.

•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.

Compensation Committee
•Develop, amend, and approve executive compensation programs to remain consistent with our values and philosophy, support the recruitment and retention of executive talent, and help achieve business objectives
•Determine and approve the appropriate level of compensation for all executive officers
•Determine and approve short- and long-term incentive plan targets for all executive officers
•Evaluate CEO individual performance and determine NEO compensation
•Select the independent compensation consultant and determine its engagement
Independent Directors of the Board
•Review and approve talent development and succession plans for the NEOs
•Appoint executive officers
CEO
•Evaluate performance for the executive officers, other than himself, and make compensation recommendations to the Committee
Independent Compensation Consultant
•Inform the Committee of market trends, developments in executive compensation, and provide recommendations for appropriate adjustments to the Company's compensation programs, policies, and practices in-line with our business and talent strategies, and investor expectations
•Analyze the prevailing executive compensation structure and plan designs, and help the Committee assess the competitiveness of our compensation program in the context of aligning executive officer interests with those of our shareholders

•Process: The Executive Compensation Committee considered and analyzed President and Chief Executive Officer compensation relative to a 50/50 blended peer group consisting of the 2023 compensation peer group (see "Use of Market Data" beginning on page 40) and market data pertaining to non-durable goods companies similar in size to Albemarle.

•Target Total Direct Compensation: Based on this analysis and in recognition of Mr. Masters’ experience and expertise, the Executive Compensation Committee set Mr. Masters’ target total direct compensation between the median and 75th percentile of the blended peer group.

•Compensation Mix: Mr. Masters’ incentive-based compensation under the new contract equals 90% of target total direct compensation, with 16% based on short-term incentives and 74% on long-term incentives.

•Severance Eligibility: Mr. Masters’ eligibility for severance payments and benefits are aligned with practices among the blended peer group.

Universe of Publicly Traded Companies			•Traded on major US exchanges •Standalone companies domiciled in or with pay/disclosure practices consistent with the US
Industry			•Chemicals
Size			•Revenue within 0.4x - 2.5x of 2022 projected revenue as an indicator of complexity and scope for executive roles

2022 PEER GROUP
Ashland Global Holdings Inc. (ASH)			International Flavors & Fragrances Inc. (IFF)
Avient Corporation (f/k/a PolyOne Corporation) (AVNT)			Minerals Technologies Inc. (MTX)
Axalta Coating Systems Ltd. (AXTA)			Newmarket Corporation (NEU)
Cabot Corporation (CBT)			Olin Corporation (OLN)
Celanese Corporation (CE)			RPM International Inc. (RPM)
CF Industries Holdings, Inc. (CF)			The Chemours Company (CC)
Eastman Chemical Company (EMN)			The Mosaic Company (MOS)
FMC Corporation (FMC)			The Scotts Miracle-Gro Company (SMG)
H.B. Fuller Company (FUL)			Trinseo Plc (TSE)

Universe of Publicly Traded Companies			•Traded on major US exchanges •Standalone companies domiciled in or with pay/disclosure practices consistent with the US
Industry			•Chemicals •Diversified Metals & Mining •Copper •Gold •Precious Metals & Minerals •Silver •EV- and Lithium-related •Global Lithium & Battery ETF companies
Size			•Revenue within 0.4x - 2.5 x range of 2023 projected revenue as an indicator of complexity and scope for executive roles
Quantitative Criteria			•High-growth trajectory (Revenue growth 3 yr. CAGR) •Strong operating margins (EBITDA margin) •Market premium to capital •Significant investment mode (Capex / Depreciation)
Qualitative Criteria			•Global operations (International revenues as a % of total) •Value-added extraction/processing •Business-to-Business sales model •Direct competitor for talent (add to peer group if company meets this criterion)

2023 PEER GROUP
Air Products and Chemicals, Inc. (APF)			FMC Corporation (FMC)
Celanese Corporation (CE)			Freeport-McMoRan Inc. (FCX)
Chemours Company, The (CC)			Huntsman Corporation (HUN)
Corteva, Inc. (CTVA)			Mosaic Company (MOS)
Dow Inc. (DOW)			Newmont Corporation (NEM)
DuPont de Nemours, Inc. (DD)			Olin Corporation (OLN)
Eastman Chemical (EMN)			Westlake Chemical Corporation (WLK)

Annual Incentive Program

Weight

Aligns with

Metrics

Growth

Efficiency

Stewardship

Financial Performance

Adjusted EBITDA

50%

x

x

Adjusted Cash Flow from Operations

25%

x

Stewardship

Occupational Safety

4%

x

Process Safety

3%

x

Environmental Safety

3%

x

Individual Performance

15%

Long-Term Incentive Program

Weight

Aligns with

Vesting

Vehicle

Metrics

Growth

Efficiency

Performance Stock Units

TSR relative to the 2022 Peer Group

25%

x

x

Cliff vest after 3 years

Adjusted ROIC

25%

x

Restricted Stock Units

25%

x

Stock Options

25%

x

•"Adjusted EBITDA" is defined as total Company earnings before interest, tax, depreciation and amortization, as adjusted for non-recurring, non-operating, and special items.

•"Adjusted Cash Flow from Operations" is defined as cash from operations as reported on our Statement of Cash Flows, adjusted for pension contributions, joint venture earnings distribution timing, non-recurring, or unusual items.

•The superior performance levels for both of these metrics, disclosed below, were set by the Committee at levels that, while believed to be realistic, were achievable only as the result of exceptional performance.

Performance Measures and Period			The performance goals set forth in our annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the Committee. We believe these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate our Code of Conduct, or make material changes to our long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of the long term. Our long-term incentive plan awards are based on a three-year performance period, which encourages our executives to focus on the sustained growth of our company rather than seeking potentially unsustainable short-term gains.
Goal Setting and Leverage			All business goals are quantitative in nature and have predefined threshold, target, and superior performance and payout levels. Performance and payout ranges are aligned with the market.
Pay Mix			The three primary elements of our executive compensation program are base salary, annual bonus, and long-term incentive compensation. We use the median of the market as our reference point for managing total compensation. To ensure our NEOs focus on the long term, their total compensation is heavily weighted towards their long-term incentives. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of our executives are closely aligned with those of our shareholders.
Funding			Funding for the plans is included in our annual operating plan and adjusted throughout the year based on actual and projected performance.
Controls and Processes			Performance and payout targets are set by the Committee. The Committee determines, at the end of the performance period, payout under the plans based on their assessment of company performance relative to the goals. Amounts paid to any officer under our annual bonus or long-term incentive compensation plans are subject to recovery in accordance with our clawback policy.
Other Risk Mitigating Factors			We have stock ownership requirements for all officers that ensure the interests of our leaders and shareholders are aligned. We also prohibit officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in our securities and from entering into any arrangement that, directly or indirectly, involves the use of our securities as collateral for a loan.
Exclusion of Unusual Items			The Committee has discretion to adjust performance results that reflect significant transactions or other unusual items, if such events were not anticipated at the time the goals were initially established. We believe allowing these exclusions ensures our executives will focus on the merits of proposed transactions for Albemarle, rather than the effect a proposed action may have on incentive compensation.

Executive Officer			2021 Year-End Base Salary			2022 Increase in Annualized Base Salary			2022 Annualized Base Salary
J. Kent Masters, Jr.
Chairman, President and Chief Executive Officer			$	1,100,000		$	55,000		$	1,155,000
Scott A. Tozier
Executive Vice President, Chief Financial Officer			$	628,899		$	31,445		$	660,344
Eric W. Norris
President, Lithium			$	580,663		$	29,033		$	609,696
Netha N. Johnson, Jr.
President, Bromine			$	556,200		$	27,810		$	584,010
Kristin M. Coleman
Executive Vice President, General Counsel and Corporate Secretary			$	—		$	—		$	653,000

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%

Metrics and Weighting			Adjusted EBITDA						Adjusted Cash Flow from Operations						Stewardship						Individual Performance
			Corporate			GBU			Corporate			GBU			Corporate			GBU
GBU Presidents			15.0%			35.0%			7.5%			17.5%			3.0%			7.0%			15.0%
Weighted Payout Opportunities			Adjusted EBITDA						Adjusted Cash Flow from Operations						Stewardship						Individual Performance
			Corporate			GBU			Corporate			GBU			Corporate			GBU
Threshold			7.50%			17.50%			3.75%			8.750%			N/A			N/A			0%-30%
Target			15.0%			35.0%			7.5%			17.5%			3.0%			7.0%			0%-30%
Superior			30.0%			70.0%			15.0%			35.0%			6.0%			14.0%			0%-30%

•The Corporate Plan applies to Messrs. Masters and Tozier and Ms. Coleman.

•The Lithium Plan applies to Mr. Norris.

•The Bromine Plan applies to Mr. Johnson.

Corporate									Performance Range												Performance
Financial Performance in Millions USD						Weight			Threshold 85%			Target 100%			Superior 115%						In Millions USD			Performance Relative to Target
Adjusted EBITDA						50%			$1,054			$1,240			$1,426						$3,476			280%
Adjusted Cash Flow from Operations						25%			$700			$824			$948						$2,290			278%
Stewardship						Weight			N/A			Target			Superior						In Numbers			Performance Relative to Target
Occupational Safety			OSHA Recordable Rate			4.0%			N/A			≤0.26			≤0.15						0.14			209.1%
Process Safety			Severity Score			3.0%			N/A			≤17			≤7						12.00			150.0%
Environment			Level 2 Environmental Incidents			3.0%			N/A			≤11			≤4						6.00			171.4%
Payout Opportunity									50%			100%			200%						Total business performance payout*						165.1%

Lithium									Performance Range												Performance
Financial Performance in Millions USD						Weight			Threshold 85%			Target 100%			Superior 115%						In Millions USD			Performance Relative to Target
Adjusted EBITDA						35%			$711			$836			$961						$3,096			370%
Adjusted Cash Flow from Operations						17.5%			$475			$559			$643						$2,311			413%
Stewardship						Weight			N/A			Target			Superior						In Numbers			Performance Relative to Target
Occupational Safety			OSHA Recordable Rate			2.8%			N/A			≤0.30			≤0.18						0.16			216.7%
Process Safety			Severity Score			2.1%			N/A			≤9			≤3						4.00			183.3%
Environment			Level 2 Environmental Incidents			2.1%			N/A			≤3			≤1						2.00			150.0%
Payout Opportunity									50%			100%			200%						Total business performance payout*						164.9%

Bromine									Performance Range												Performance
Financial Performance in Millions USD						Weight			Threshold 85%			Target 100%			Superior 115%						In Millions USD			Performance Relative to Target
Adjusted EBITDA						35%			$340			$400			$460						$474			119%
Adjusted Cash Flow from Operations						17.5%			$358			$421			$484						$456			108%
Stewardship						Weight			N/A			Target			Superior						In Numbers			Performance Relative to Target
Occupational Safety			OSHA Recordable Rate			2.8%			N/A			≤0.31			≤0.19						0.28			125.0%
Process Safety			Severity Score			2.1%			N/A			≤6			≤2						8.00			0.0%
Environment			Level 2 Environmental Incidents			2.1%			N/A			≤4			≤1						4.00			100.0%
Payout Opportunity									50%			100%			200%						Total business performance payout*						150.1%

2022 AIP Payouts
Name			Eligible Earnings			X			Target Bonus %			=			Target Bonus Amount			X			Payout Based on (Company Performance + Individual Performance)									=			Actual Bonus Amount
J. Kent Masters, Jr.			$	1,141,438		x			135%			=			$	1,540,942		x			165.1%			+			25.0%			=			$	2,929,916
Scott A. Tozier			$	652,590		x			80%			=			$	522,072		x			165.1%			+			17.5%			=			$	953,502
Eric W. Norris			$	602,537		x			80%			=			$	482,029		x			164.9%			+			17.5%			=			$	879,222
Netha N. Johnson, Jr.			$	577,153		x			80%			=			$	461,722		x			150.1%			+			25.0%			=			$	808,365
Kristin M. Coleman			$	60,827		x			80%			=			$	48,662		x			165.1%			+			17.5%			=			$	88,875