EXECUTIVE COMPENSATION COMMITTEE REPORT

The Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with management and, based on such review and discussion, recommended to the Board of Directors that it be included in this Proxy Statement.



			EXECUTIVE COMPENSATION COMMITTEE

			Alejandro D. Wolff, Chair
			~~J. Kent Masters~~
	Diarmuid B. O'Connell
			~~Gerald A. Steiner~~Dean L. Seavers
			~~Harriett Tee Taggart~~
	Holly A. Van Deursen

COMPENSATION OF EXECUTIVE OFFICERS

Total Compensation of Our Named Executive Officers

The following table presents information for the fiscal years ended December 31, ~~2019, 2018~~2021, 2020, and ~~2017~~2019 relating to total compensation of our CEO, CFO, and the three other highest paid executive officers (the “NEOs”).

SUMMARY COMPENSATION TABLE

Summary Compensation Table
Name and Principal Position⁽¹⁾
Year
Salary
($)⁽²⁾
Bonus
($)⁽³⁾
Stock Awards
($)⁽⁴⁾⁽⁵⁾
Option Awards
($)⁽⁴⁾
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)⁽⁶⁾
All Other Compensation
($)⁽⁷⁾
Total
($)
Luther C. Kissam IV 2019 $ 1,000,000
$ —
$ 3,702,153
$ 1,125,026
$ 751,991
$ 1,697,660
$ 244,754
$ 8,521,584
Chairman, President and Chief Executive Officer 2018 $ 1,000,000
$ —
$ 3,579,097
$ 1,000,009
$ 856,389
$ (411,490 ) $ 230,899
$ 6,254,904
2017 $ 970,500
$ —
$ 3,465,777
$ 1,000,005
$ 1,857,250
$ 857,015
$ 346,188
$ 8,496,735
Scott A. Tozier 2019 $ 597,041
$ —
$ 904,877
$ 275,022
$ 259,460
$ —
$ 117,789
$ 2,154,189
Executive Vice President, Chief Financial Officer 2018 $ 581,000
$ —
$ 939,722
$ 262,533
$ 314,302
$ —
$ 112,817
$ 2,210,374
2017 $ 546,250
$ —
$ 866,753
$ 250,001
$ 656,880
$ —
$ 149,673
$ 2,469,557
Netha N. Johnson, Jr. 2019 $ 493,836
$ 150,000
$ 658,147
$ 200,011
$ 558,520
$ —
$ 304,852
$ 2,365,366
President, Bromine Specialties
Karen G. Narwold 2019 $ 521,116
$ 864,155
$ 262,525
$ 235,125
$ —
$ 104,781
$ 1,987,702
Executive Vice President, Chief Administrative Officer and Corporate Secretary 2018 $ 503,187
$ —
$ 894,986
$ 250,021
$ 299,428
$ —
$ 101,423
$ 2,049,045
2017 $ 478,750
$ —
$ 780,029
$ 225,015
$ 568,905
$ —
$ 129,442
$ 2,182,141
Raphael G. Crawford 2019 $ 486,301
$ —
$ 658,147
$ 200,011
$ 411,754
$ —
$ 112,248
$ 1,868,461
President, Catalysts


Summary Compensation Table
Name and Principal Position	Year(1)	Salary ($)(2)		Bonus ($)(3)		Stock Awards ($)(4)(5)		Option Awards ($)(4)(6)		Non-Equity Incentive Plan Compensation ($)(7)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(8)		Total ($)
J. Kent Masters, Jr.	2021	$	1,071,923	$	—	$	4,177,432	$	1,375,013	$	2,181,372		$	235,013	$	9,040,753
Chairman, President and Chief Executive Officer	2020	$	667,053	$	—	$	3,248,889	$	—	$	908,807		$	114,620	$	4,939,369
Chairman, President and Chief Executive Officer
Scott A. Tozier	2021	$	624,997	$	—	$	835,678	$	275,022	$	787,008		$	139,617	$	2,662,322
Executive Vice President, Chief Financial Officer	2020	$	563,213	$	—	$	1,866,951	$	275,001	$	511,976		$	96,006	$	3,313,147
Executive Vice President, Chief Financial Officer	2019	$	597,041	$	—	$	904,877	$	275,022	$	259,460		$	117,789	$	2,154,189
Eric W. Norris	2021	$	575,914	$	—	$	835,678	$	275,022	$	755,588		$	140,828	$	2,583,030
President, Lithium	2020	$	516,279	$	—	$	1,158,743	$	275,001	$	471,255		$	76,616	$	2,497,894
President, Lithium
Netha N. Johnson, Jr.	2021	$	551,652	$	150,000	$	835,678	$	275,022	$	470,645		$	106,677	$	2,389,674
President, Bromine	2020	$	487,858	$	150,000	$	1,630,908	$	275,001	$	464,283		$	98,756	$	3,106,806
President, Bromine	2019	$	493,836	$	150,000	$	658,147	$	200,011	$	558,520		$	304,852	$	2,365,366
Karen G. Narwold	2021	$	548,778	$	—	$	835,678	$	275,022	$	647,843		$	124,286	$	2,431,607
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary	2020	$	493,062	$	—	$	1,163,356	$	275,001	$	421,087		$	91,016	$	2,443,522
	2019	$	521,116	$	—	$	864,155	$	262,525	$	235,125		$	104,781	$	1,987,702

~~(1)~~

~~No salary amounts or other compensation are reported for Messrs. Johnson and Crawford for 2017 and 2018. Mr. Johnson joined the company on July 31, 2018~~

(1)No salary amounts or other compensation are reported for Messrs. Masters and Norris for 2019. Mr. Masters joined the Company in 2020. Mr. Norris was not a ~~named executive officer in 2018. Mr. Crawford was not a named executive officer in 2017 or 2018.~~

~~(2)~~

Salary amounts include cash compensation earned by each named executive officer during the applicable fiscal year, as well as any amounts earned in the applicable fiscal year but contributed into the Savings Plan and/or deferred at the election of the named executive officer into the EDCP. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2019, including earnings on amounts deferred, please see ~~“Nonqualified Deferred Compensation”~~ ~~on page 34.~~


~~(3)~~	~~Bonus amount includes a new-hire bonus of $150,000 for Mr. Johnson when he joined the Company.~~

~~(4)~~

The amount represents the aggregate grant date fair value of stock or option awards recognized in the fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the named executive officer in 2019.

(2)Salary amounts include cash compensation earned by each NEO officer during the applicable fiscal year, as well as any amounts earned in the applicable fiscal year but contributed into the Savings Plan and/or deferred at the election of the NEO into the EDCP. For a discussion of the EDCP and amounts deferred by the NEOs in fiscal year 2021, including earnings on amounts deferred, please see “Nonqualified Deferred Compensation” on page 32.

(3)Bonus amount includes a new-hire bonus of $450,000 that was paid in $150,000 increments over a 3 year period in 2019, 2020 and 2021 for Mr. Johnson when he joined the Company.

(4)The amount represents the aggregate grant date fair value of stock or option awards recognized in the fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the NEO when received. For more information on the assumptions for these awards, ~~please~~ see Note 19 to our Consolidated Financial Statements filed on Form 10-K for the year ended December 31, 2019. Information on individual equity awards granted to each of the named executive officers in fiscal year 2019 is set forth in the section entitled ~~“Grants of Plan-Based Awards”~~ ~~on page 27.~~

~~(5)~~

Amounts for fiscal year 2019 include two performance unit awards calculated at 100% of Target level. The rTSR performance unit awards are calculated assuming a fair value per share of $128.59 using the Monte Carlo valuation method. The ROIC performance unit awards are calculated assuming a fair value price per share of $85.42. The maximum payable for Superior level performance on our 2019 PSU awards is 200% of Target level. The aggregate grant date fair value of the rTSR performance unit awards at the Superior level of 200% for each of the named executive officers is: Mr. Kissam $3,179,774; Mr. Tozier $777,198; Mr. Johnson $565,282; Ms. Narwold $742,222; and Mr. Crawford $565,282. The aggregate grant date fair value of the RIOC performance unit awards at the Superior level of 200% for each of the named executive officers is: Mr. Kissam $2,112,266; Mr. Tozier $516,278; Mr. Johnson $375,506; Ms. Narwold $493,044; and Mr. Crawford $375,506. Also includes 2019 Restricted Stock Units assuming a fair value price per share of $85.42 with an aggregate grant date fair value for Mr. Kissam $1,056,133; Mr. Tozier $258,139; Mr. Johnson $187,753; Ms. Narwold $246,522; and Mr. Crawford $187,753.


~~(6)~~	Includes the actuarial increases in the present values of the named executive officers’ benefits under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Mr. Kissam had a gain of $1,697,660 in 2019. For a full description of the pension plan assumptions used by us for financial

~~reporting purposes, see Note 15~~ to our Consolidated Financial Statements filed on Form 10-K for the year ended December 31, ~~2019.~~2021. Information on individual equity awards granted to each of the NEOs in fiscal year 2021 is set forth in the section entitled “Grants of Plan-Based Awards” beginning on page 27.


~~(7)~~	~~All other compensation amounts reported for 2019 include:~~

(5)Amounts for fiscal year 2021 include two PSU awards calculated at 100% of target level. The rTSR PSU awards are calculated assuming a fair value per share of $175.45 using the Monte Carlo valuation method. The ROIC PSU awards are calculated assuming a fair value price per share of $151.04. The maximum payable for superior level performance on our 2021 PSU awards is 200% of Target level. The aggregate grant date fair value of the rTSR PSU awards at the superior level of 200% for each of the NEOs is: Mr. Masters $3,069,673; Messrs. Tozier, Norris, Johnson, and Ms. Narwold $614,075 each. The aggregate grant date fair value of the ROIC PSU awards at the superior level of 200% for each of the NEOs is: Mr. Masters $2,642,596; Messrs. Tozier, Norris, Johnson, and Ms. Narwold $528,640 each. Amounts also include 2021

All Other Compensation
Name Company Contribution to Albemarle 401K Plan Company Contributions to Defined Retirement Benefit in Savings Plan Company Contributions to Nonqualified Deferred Compensation Plan
Perquisites^(a)
Total
Luther C. Kissam IV $ 13,700
$ 14,000
$ 199,359
$ 17,695
$ 244,754
Scott A. Tozier $ 13,700
$ 14,000
$ 73,194
$ 16,895
$ 117,789
Netha N. Johnson, Jr. $ 10,408
$ 14,000
$ 121,713
$ 158,731
$ 304,852
Karen G. Narwold $ 13,700
$ 14,000
$ 60,780
$ 16,301
$ 104,781
Raphael G. Crawford $ 13,700
$ 14,000
$ 58,470
$ 26,078
$ 112,248

RSUs assuming a fair value price per share of $151.04 with an aggregate grant date fair value for Mr. Masters of $1,321,298; Messrs Tozier, Norris, Johnson, and Ms. Narwold $264,320 each.

(6)Amount for fiscal year 2021 stock options awards are calculated assuming a fair value per share of $49.42 using the Black-Scholes valuation method.

(7)Reflects 2021 AIP paid in March 2022. For further information on AIP, please see “2021 Annual Incentive Program (AIP)” beginning on page 10.

(8)All other compensation amounts reported for 2021 include:


All Other Compensation
Name	Company Contributions to Savings Plan		Company Contributions to DCPB		Company Contributions to EDCP		Perquisites(a)		Total
J. Kent Masters, Jr.	$	14,100	$	14,500	$	189,280	$	17,133	$	235,013
Scott A. Tozier	$	14,100	$	14,500	$	96,467	$	14,550	$	139,617
Eric W. Norris	$	14,100	$	14,500	$	86,589	$	25,639	$	140,828
Netha N. Johnson, Jr.	$	14,100	$	14,500	$	62,834	$	15,243	$	106,677
Karen G. Narwold	$	14,100	$	14,500	$	78,085	$	17,601	$	124,286

^(a)

(a) Includes the following: personal financial consulting expenses in the amount of $14,000 paid by the Company on behalf of Messrs.Masters, Tozier, Norris, and Johnson and Ms. Narwold;moving expenses in the amounts of $1,583 and $693 for Messrs. Masters and Johnson, respectively; annual credit card fees of $550 paid by the Company on behalf of the NEOs; matching donations for qualified charitable contributions in the amounts of $1,000 and $2,500 for Messrs Masters and Norris, respectively; personal vehicle usage in the amount of $8,589 for Mr. Norris; and personal aircraft usage in the amount of $3,051 for Ms. Narwold. The personal aircraft usage is calculated using the Standard Industry Fare Level (SIFL) as provided by IRS guidance based on total mileage of the personal aircraft travel and includes terminal charges.

Includes the following: personal financial consulting expenses in the amount of $14,000 paid by the Company on behalf of Messrs. Kissam, Tozier, and Johnson and Ms. Narwold; moving expenses in the amounts of $144,730 and $23,183 for Messrs. Johnson and Crawford, respectively; executive wellness exams for Mr. Kissam $3,300, Mr. Tozier $2,500, Ms. Narwold $2,680, and Mr. Crawford $2,500.

CEO Employment Agreement

The benefits for Mr. Masters are provided pursuant to the terms of his Executive Employment Agreement. His Executive Employment Agreement provides for annual base salary levels, annual incentive compensation opportunity, long-term incentive compensation opportunity, severance entitlements, and eligibility to participate in the Company’s standard benefit programs for executives (Savings Plan, EDCP, financial planning, relocation, annual executive physical, and health & welfare plans). The initial term of Mr. Master' Executive Employment Agreement is April 20, 2020 to December 31, 2023, which term may, by mutual agreement, be extended, in one-year increments, or shortened, if a successor is appointed. See “Compensation Discussion and Analysis” beginning on page 3for further discussion and explanation of each element of compensation.

Compensation Risk Assessment

As part of its oversight of the Company’s executive compensation program, the Committee considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Company reviews all employee compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to the Company. At the Committee’s direction, our Chief Human Resources Officer and members of our ~~Human Resources~~Total Rewards team, together with our Vice President, Audit & Risk Management and members of our ~~internal audit~~Internal Audit team, conducted a risk assessment of our compensation programs. This assessment included, but was not limited to, evaluation of each compensation program based on the following categories: (i) performance measures and period; (ii) ~~funding,~~funding; (iii) ~~performance period,~~pay mix; (iv) ~~pay mix, (v)~~ goal setting and ~~leverage,~~pay-for-performance alignment; and ~~(vi)~~(v) controls and processes.

The Committee reviewed the findings of the assessment and concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk-taking. The Committee therefore determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on the Company. In its discussions, the Committee considered the attributes of our programs, including:

•The balance between annual and long-term performance opportunities;

•Alignment of our programs with business strategies focused on long-term growth and sustained shareholder value;

•Dependence upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results;

~~The~~•That corporate goals include both financial and stewardship metrics (safety and environment) and have pre-established ~~Threshold, Target~~threshold, target, and ~~Maximum~~maximum award limits;

•The ~~Executive Compensation~~ Committee’s ability to consider non-financial and other qualitative performance factors in determining actual compensation payouts;

•Stock ownership guidelines that are reasonable and align executives’ interests with those of our shareholders; and

•Forfeiture and recoupment policy provisions for cash and equity awards.

Grants of Plan-Based Awards

The Albemarle Corporation 2017 Incentive Plan (the "Plan") serves as the core program for the performance-based compensation components of our ~~NEO's~~NEOs' total compensation. ~~This plan:~~The Plan:

•Defines the incentive arrangements for eligible participants;

•Authorizes the granting of annual and long-term cash incentive awards, stock options, stock appreciation rights, performance shares ~~performance share units,~~(PSUs), restricted stock ~~RSUs~~(RSUs), and other incentive awards, all of which may be made subject to the attainment of performance goals recommended by management and approved by the ~~Executive Compensation~~ Committee;

•Provides for the enumeration of the business criteria on which performance goals are to be based; and

•Establishes the maximum share grants or awards (or, in the case of cash incentive awards, the maximum compensation) that can be paid to a participant under the Plan.

With the exception of significant promotions and new executive hires, grants ~~generally~~ are ~~made~~determined at the first meeting of the ~~Executive Compensation~~ Committee each year following the availability of the financial results for the prior year. The 2021 LTIP Awards were made to our ~~named executive officers were made~~NEOs on February 26, ~~2019, for~~2021 under the ~~2019 LTIP.~~Plan. These awards consisted of PSUs, RSUs, and stock ~~options, PSUs and RSUs.~~options.

~~The awards of~~ •PSUs vest 50% at the time the ~~Executive Compensation~~ Committee determines the performance relative to the goals after the end of the three-year performance period, ~~with~~and the remaining 50% ~~vesting on~~vests the following January 1.

~~The 2019 stock options fully vest on the third anniversary of the grant date.~~

~~The 2019 award of~~ •RSUs ~~will~~ vest 50% on the third anniversary of the grant date, while the remaining 50% ~~will vest~~vests on the fourth anniversary of the grant date.

•Stock options vest 100% on the third anniversary of the grant date.

For additional information with respect to these awards, please see “Compensation Discussion and Analysis” beginning on page 3.3.

GRANTS OF PLAN-BASED AWARDS

The following table ~~presents~~provides information regarding ~~grants of plan-based~~equity and non-equity awards granted to our ~~named executive officers~~NEOs during the fiscal year ended December 31, ~~2019.~~2021.


Grants of Plan-Based Awards(1)
Name	Award Type	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options (#)	Base Price per Option Award		Grant Date Aggregate Fair Value of Stock and Option Awards(2)
			Threshold		Target		Max		Threshold # of shares	Target # of shares	Max # of shares
J. Kent Masters, Jr.	AIP		$	—	$	1,344,178	$	2,688,356
	Options	2/26/2021											27,823	$	157.21	$	1,375,013
	RSUs	2/26/2021										8,748				$	1,321,298
	PSUs rTSR	2/26/2021							2,624	8,748	17,496					$	1,534,837
	PSUs ROIC	2/26/2021							2,624	8,748	17,496					$	1,321,298
Scott A. Tozier	AIP		$	—	$	500,377	$	1,000,754.86
	Options	2/26/2021											5,565	$	157.21	$	275,022
	RSUs	2/26/2021										1,750				$	264,320
	PSUs rTSR	2/26/2021							525	1,750	3,500					$	307,038
	PSUs ROIC	2/26/2021							525	1,750	3,500					$	264,320
Eric W. Norris	AIP		$	—	$	432,369	$	864,738
	Options	2/26/2021											5,565	$	157.21	$	275,022
	RSUs	2/26/2021										1,750				$	264,320
	PSUs rTSR	2/26/2021							525	1,750	3,500					$	307,038
	PSUs ROIC	2/26/2021							525	1,750	3,500					$	264,320
Netha N. Johnson, Jr.	AIP		$	—	$	414,154	$	828,308
	Options	2/26/2021											5,565	$	157.21	$	275,022
	RSUs	2/26/2021										1,750				$	264,320
	PSUs rTSR	2/26/2021							525	1,750	3,500					$	307,038
	PSUs ROIC	2/26/2021							525	1,750	3,500					$	264,320
Karen G. Narwold	AIP		$	—	$	411,896	$	823,792
	Options	2/26/2021											5,565	$	157.21	$	275,022
	RSUs	2/26/2021										1,750				$	264,320
	PSUs rTSR	2/26/2021							525	1,750	3,500					$	307,038
	PSUs ROIC	2/26/2021							525	1,750	3,500					$	264,320

(1)For additional information with respect to the plan-based awards, please see “Compensation Discussion and Analysis”.

(2)The dollar amounts represent the grant date fair value of the awards calculated in accordance with FASB ASC Topic 718 and assume (i) the grant date fair value of rTSR PSUs using a Monte-Carlo simulation valuation to incorporate the relative TSR of $175.45; (ii) the grant date fair value of $151.04 per unit of ROIC PSUs and annual RSUs granted; and (iii) the grant date fair value of stock options using the Black-Scholes valuation model of $49.42 per option granted. For further information on the Black-Scholes model and related stock price assumptions utilized during fiscal 2021, see Note 19 to our Consolidated Financial Statements filed on Form 10-K for the year ended December 31, 2021.

Grants of Plan-Based Awards⁽¹⁾
Name Grant Date Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards All Other Stock Awards:
Number of Shares of Stock or Units All Other Option Awards:
Number of Securities Underlying Options (#)
Base Price per Option Award⁽⁴⁾
Grant Date Aggregate Fair Value of Stock and Option Awards^(2)(3)(4)$
Threshold Target Max Threshold # of shares Target # of shares Max # of shares
$ —
$ 1,250,000
$ 2,500,000

Luther C. Kissam IV 2/26/2019 40,600
91.00 $ 1,125,026
2/26/2019 12,364
$ 1,056,133
2/26/2019 6,182
12,364
24,728
$ 1,589,887
2/26/2019 6,182
12,364
24,728
$ 1,056,133
$ —
$ 480,000
$ 960,000

Scott A. Tozier 2/26/2019 9,925
91.00 $ 275,022
2/26/2019 3,022
$ 258,139
2/26/2019 1,511
3,022
6,044
$ 388,599
2/26/2019 1,511
3,022
6,044
$ 258,139
$ —
$ 375,000
$ 750,000

Netha N. Johnson, Jr. 2/26/2019 7,218
91.00 $ 200,011
2/26/2019 2,198
$ 187,753
2/26/2019 1,099
2,198
4,396
$ 282,641
2/26/2019 1,099
2,198
4,396
$ 187,753
$ —
$ 393,750
$ 787,500

Karen G. Narwold 2/26/2019 9,474
91.00 $ 262,525
2/26/2019 2,886
$ 246,522
2/26/2019 1,443
2,886
5,772
$ 371,111
2/26/2019 1,443
2,886
5,772
$ 246,522
—
367,500
735,000

Raphael G. Crawford 2/26/2019 7,218
91.00 $ 200,011
2/26/2019 2,198
$ 187,753
2/26/2019 1,099
2,198
4,396
282,641
2/26/2019 1,099
2,198
4,396
187,753


~~(1)~~	~~For additional information with respect to the plan-based awards, please see~~ ~~“Compensation Discussion and Analysis”~~ ~~beginning on page 3.~~


~~(2)~~	Reflects the full grant date fair market value of the PSU award made February 26, 2019, with a performance measure of rTSR calculated at 100% of Target level that vests 50% in 2022 and 50% in 2023 if the performance metrics are met. Assumes a fair value per share of $128.59 using the Monte Carlo valuation method.


~~(3)~~	Reflects the full grant date fair market value of the PSU award made February 26, 2019, with a performance measure of ROIC calculated at 100% of Target level that vests 50% in 2022 and 50% in 2023 if the performance metrics are met. Assumes the full grant date fair market values of the PSUs.


~~(4)~~	Reflects the full grant date fair market values of the RSU award made February 26, 2019. The restricted stock units will vest in equal increments on the third and fourth anniversaries of the grant date.

~~(5)~~

On February 26, 2019, the Committee approved grants of 40,600, 9,925, 7,218, 9,474 and 7,218 options to Mr. Kissam, Mr. Tozier, Mr. Johnson, Ms. Narwold, and Mr. Crawford, respectively, under the Plan. Assumes a fair value per share of $27.71 under the Black Scholes fair value model. The exercise price of each stock option is $91.00, which represents the closing price of our Common Stock as of the date of the grants. The options will cliff vest on the third anniversary of the date of grant, or February 26, 2022. The expiration date of the options is February 25, 2029, ten years from date of grant. If the individual terminates employment with us for any reason prior to the full vesting of such award, the unvested portions of such award will be forfeited. However, if the individual retires, becomes disabled, dies, or is terminated by the company without cause, then the individual will become vested in a pro-rata portion of the stock options.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents information concerning the number and value of unexercised options, non-vested stock (including restricted stock units or performance units), and incentive plan awards for the ~~named executive officers~~NEOs outstanding as of the end of the fiscal year ended December 31, ~~2019.~~2021.


		Option Awards					Stock Awards
Name	Grant Date of Awards	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable(1)	Option Exercise Price ($)		Option Expiration Date	Number Of Shares Or Units Of Stock That Have Not Vested (#)(2)		Market Value Of Shares Or Units Of Stock That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units, Or Other Rights That Have Not Vested (#)(5)		Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)(8)
J. Kent Masters, Jr.	2/26/2021	—	27,823	$	157.21	2/25/2031	8,748		$	2,045,020	8,748	(6)	$	2,045,020
	2/26/2021										8,748	(7)	$	2,045,020
	5/8/2020						54,475	(3)	$	12,734,621			$	—
Scott A. Tozier	2/26/2021	—	5,565	$	157.21	2/25/2031	1,750		$	409,098	1,750	(6)	$	409,098
	2/26/2021										1,750	(7)	$	409,098
	2/28/2020	—	12,421	$	81.85	2/27/2030	3,360		$	785,467	3,360	(6)	$	785,467
	2/28/2020						12,218	(3)	$	2,856,202	3,360	(7)	$	785,467
	2/26/2019	—	9,925	$	91.00	2/25/2029	3,022		$	706,453	6,044	(6)	$	1,412,906
	2/26/2019										3,022	(7)	$	706,453
	2/23/2018	7,029	—	$	118.75	2/22/2028	1,106		$	258,550	4,422	(6)	$	1,033,731
	2/24/2017	8,935	—	$	92.93	2/23/2027							$	—
Eric W. Norris	2/26/2021	—	5,565	$	157.21	2/25/2031	1,750		$	409,098	1,750	(6)	$	409,098
	2/26/2021										1,750	(7)	$	409,098
	2/28/2020	—	12,421	$	81.85	2/27/2030	3,360		$	785,467	3,360	(6)	$	785,467
	2/28/2020						3,055	(3)	$	714,167	3,360	(7)	$	785,467
	2/26/2019	—	7,669	$	91.00	2/25/2029	2,336		$	546,087	4,672	(6)	$	1,092,173
	2/26/2019										2,336	(7)	$	546,087
	2/23/2018										2,528	(6)	$	590,971
Netha N. Johnson, Jr.	2/26/2021	—	5,565	$	157.21	2/25/2031	1,750		$	409,098	1,750	(6)	$	409,098
	2/26/2021										1,750	(7)	$	409,098
	2/28/2020	—	12,421	$	81.85	2/27/2030	3,360		$	785,467	3,360	(6)	$	785,467
	2/28/2020						9,164	(3)	$	2,142,268	3,360	(7)	$	785,467
	2/26/2019	—	7,218	$	91.00	2/25/2029	2,198		$	513,826	4,396	(6)	$	1,027,653
	2/26/2019	—									2,198	(7)	$	513,826
Karen G. Narwold	2/26/2021	—	5,565	$	157.21	2/25/2031	1,750		$	409,098	1,750	(6)	$	409,098
	2/26/2021										1,750	(7)	$	409,098
	2/28/2020	—	12,421	$	81.85	2/27/2030	3,360		$	785,467	3,360	(6)	$	785,467
	2/28/2020										3,360	(7)	$	785,467
	2/26/2019	—	9,474	$	91.00	2/25/2029	2,886		$	674,660	5,772	(6)	$	1,349,320
	2/26/2019										2,886	(7)	$	674,660
	2/23/2018	6,694	—	$	118.75	2/22/2028	1,053		$	246,160	4,212	(6)	$	984,639
	2/24/2017	8,042	—	$	92.93	2/23/2027
	2/26/2016	10,897	—	$	56.56	2/25/2026
	2/24/2015	17,361	—	$	56.08	2/23/2025
	2/24/2014	6,135	—	$	63.84	2/23/2024

(1)The standard grants of stock options to the NEOs other than Mr. Masters and Ms. Narwold have a 10-year term and cliff vest 100% on the 3rd anniversary of the grant date. Mr. Masters' stock options cliff vest 100% on December 31, 2023 or, if earlier, the date on which the Company appoints a new Chief Executive Officer. Ms. Narwold's stock options are non-forfeitable upon a Qualifying Termination Event occurring after December 31, 2021. For further information on stock options, please see “Compensation Discussion and Analysis.”

(2)The standard grants of RSUs to the NEOs other than Mr. Masters and Ms. Narwold vest 50% on the 3rd anniversary of the grant date and 50% on the 4th anniversary of the grant date. Mr. Masters' RSUs cliff vest 100% on December 31, 2023 or, if earlier, the date on which the Company appoints a new Chief Executive Officer. Ms. Narwold's RSUs are non-forfeitable

Option Awards Stock Awards
Name
^{Number of Securities Underlying Unexercised Options (#)Exercisable}⁽¹⁾
^{Number of Securities Underlying Unexercised Options (#)Unexercisable}⁽¹⁾
^{Option
Exercise
Price ($)}
^{Option
Expiration
Date}
^{Number Of Shares Or Units Of Stock That Have Not Vested (#)}
^{Market Value Of Shares Or Units Of Stock That Have Not Vested ($)}⁽²⁾

^{Equity Incentive Plan Awards: Number Of Unearned Shares, Units, Or Other Rights That Have Not Vested (#)}

^{Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)}⁽²⁾
Luther C. Kissam IV 40,000
—
$ 56.16
1/30/2021
59,000
—
$ 66.14
2/23/2022
82,390
—
$ 65.00
2/21/2023
81,801
—
$ 63.84
2/23/2024
66,130
33,065
$ 56.08
2/23/2025
62,267
—
$ 56.56
2/25/2026
—
35,740
$ 92.93
2/23/2027
—
26,774
$ 118.75
2/22/2028
—
40,600
$ 91.00
2/25/2029
8,841 $645,747 (3)
10,762 $786,056 (4)
8,422 $615,143 (5)
12,364 $903,067 (7)
35,362 (8) $ 2,582,840
21,522 (9) $ 1,571,967
16,844 (10) $ 1,230,286
12,364 (11) $ 903,067
12,364 (11) $ 903,067
Scott A. Tozier 14,500
—
$ 66.14
2/23/2022
16,478
—
$ 65.00
2/21/2023
18,405
—
$ 63.84
2/23/2024
14,880
7,440
$ 56.08
2/23/2025
14,010
—
$ 56.56
2/25/2026
—
8,935
$ 92.93
2/23/2027
—
7,029
$ 118.75
2/22/2028
—
9,925
$ 91
2/26/2029
1,990 $145,350 (3)
2,692 $196,624 (4)
2,212 $161,564 (5)
3,022 $220,727 (7)
7,958 (8) $ 581,252
5,382 (9) $ 393,101
4,422 (10) $ 322,983
3,022 (11) $ 220,727
3,022 (11) $ 220,727
Netha N. Johnson, Jr. —
7,218
$ 91.00
2/25/2029
6,616 $483,233 (6)
2,198 $160,542 (7)
2,198 (11) $ 160,542
2,198 (11) $ 160,542
upon a Qualifying Termination Event occurring after December 31, 2021. For further information on RSU awards, please see “Compensation Discussion and Analysis.”

(3)On May 8, 2020 Mr. Masters was granted a new hire grant that will vest 100% on April 19, 2023. On February 28, 2020, Messrs. Norris and Johnson were granted retention RSUs that cliff vest 100% on February 28, 2023.

(4)The estimated value is based on the unvested RSUs multiplied by the closing price of the Company's common stock on December 31, 2021 which was $233.77

(5)Subject to the performance metrics being met, the standard grants of PSUs to the NEOs other than Mr. Masters and Ms. Narwold vest 50% on the 3rd anniversary of the grant date and the remaining 50% on the following January 1st. Mr. Masters' PSUs cliff vest 100% on December 31, 2023 or, if earlier, the date on which the Company appoints a new Chief Executive Officer. Ms. Narwold's PSUs are non-forfeitable upon a Qualifying Termination Event occurring after December 31, 2021. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(6)The estimated shares for the 2021 and 2020 rTSR PSUs are based upon target. The estimated shares of rTSR PSUs awarded in 2019 and 2018 are based upon a 200% performance modifier. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(7)The estimated shares for ROIC PSUs are based upon a 100% modifier at target. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

(8)The estimated value is based on the unvested PSUs multiplied by the closing price of Albemarle common stock on December 31, 2021 which was $233.77.

Option Awards Stock Awards
Name
^{Number of Securities Underlying Unexercised Options (#)Exercisable}⁽¹⁾
^{Number of Securities Underlying Unexercised Options (#)Unexercisable}⁽¹⁾
^{Option
Exercise
Price ($)}
^{Option
Expiration
Date}
^{Number Of Shares Or Units Of Stock That Have Not Vested (#)}
^{Market Value Of Shares Or Units Of Stock That Have Not Vested ($)}⁽²⁾

^{Equity Incentive Plan Awards: Number Of Unearned Shares, Units, Or Other Rights That Have Not Vested (#)}

^{Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)}⁽²⁾
Karen G. Narwold 12,500
—
$ 66.14
2/23/2022
12,359
—
$ 65.00
2/21/2023
12,270
—
$ 63.84
2/23/2024
11,574
5,787
$ 56.08
2/23/2025
10,897
—
$ 56.56
2/25/2026
—
8,042
$ 92.93
2/23/2027
—
6,694
$ 118.75
2/22/2028
—
9,474
$ 91.00
2/25/2029
1,548 $113,066 (3)
2,422 $176,903 (4)
2,106 $153,822 (5)
2,886 $210,793 (7)
6,190 (8) $ 452,118
4,844 (9) $ 353,806
4,212 (10) $ 307,644
2,886 (11) $ 210,793
2,886 (11) $ 210,793
Raphael G. Crawford 1,030
—
$ 65.00
2/21/2023
2,046
—
$ 63.84
2/23/2024
2,480
1,240
$ 56.08
2/23/2025
7,784
—
$ 56.56
2/25/2026
—
6,255
$ 92.93
2/23/2027
—
5,021
$ 118.75
2/22/2028
—
7,218
$ 91.00
2/25/2029
1,106 $80,782 (3)
1,884 $137,607 (4)
1,580 $115,403 (5)
2,198 $160,542 (7)
4,422 (8) $ 322,983
3,768 (9) $ 275,215
3,158 (10) $ 230,660
2,198 (11) $ 160,542
2,198 (11) 160,542


~~(1)~~	~~The vesting dates for the stock options outstanding are as follows per option grant date:~~



~~Grant Date~~	~~Vesting Schedule~~
~~1/31/2011~~	~~Vested in three equal increments on the first, second and third anniversaries of the grant date, or January 31, 2012, 2013 and 2014~~
~~2/24/2012~~	~~Vested in three equal increments on the first, second and third anniversaries of the grant date, or February 24, 2013, 2014 and 2015~~
~~2/22/2013~~	~~Vested in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 22, 2016, 2017 and 2018~~
~~2/24/2014~~	~~Vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 24, 2017, 2018 and 2019~~
~~2/24/2015~~	~~Vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 24, 2018, 2019 and 2020~~
~~2/26/2016~~	~~Cliff vests on the third anniversary of the grant date, or February 26, 2019~~
~~2/24/2017~~	~~Cliff vests on the third anniversary of the grant date, or February 24, 2020~~
~~2/23/2018~~	~~Cliff vests on the third anniversary of the grant date, or February 23, 2021~~
~~2/26/2019~~	~~Cliff vests on the third anniversary of the grant date, or February 26, 2022~~


~~(2)~~	~~The vesting dates for the stock options outstanding are as follows per option grant date:~~


~~(3)~~	~~Based on the closing price per share of Common Stock on December 31, 2019, which was $73.04.~~


~~(4)~~	~~Reflects a RSU award granted in 2016 that vested 50% in 2019 with the remaining 50% vesting in 2020. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”~~


~~(5)~~	Reflects a RSU award granted in 2017 that will vest 50% in 2020 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”


~~(6)~~	Reflects a RSU award granted in 2018 that will vest 50% in 2021 with the remaining 50% vesting in 2022. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”


~~(7)~~	Reflects a RSU award granted in 2018 that vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or August 8, 2019, 2020 and 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”


~~(8)~~	Reflects a RSU award granted in 2019 that will vest 50% in 2022 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”


~~(9)~~	Reflects a PSU award granted in 2016 that vested 50% in 2019 with the remaining 50% having vested on January 1, 2020. Assumes 100% vesting of the award at the earned amount of 200% Superior level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”


~~(10)~~	Reflects a PSU award granted in 2017 that if earned will vest 50% in 2020 with the remaining 50% vesting on January 1, 2021. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”


~~(11)~~	Reflects a PSU award granted in 2018 that if earned will vest 50% in 2021 with the remaining 50% vesting on January 1, 2022. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”


~~(12)~~	Reflects a PSU award granted in 2019 that if earned will vest 50% in 2022 with the remaining 50% vesting on January 1, 2023. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”

OPTION EXERCISES AND STOCK VESTED

The following table presents information concerning the exercise of stock options and the vesting of stock (including ~~restricted stock units~~RSUs or ~~performance units)~~PSUs) for the ~~named executive officers~~NEOs during the fiscal year ended December 31, ~~2019.~~2021.


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)(3)
J. Kent Masters, Jr.	—	$	—	—	$	—
Scott A. Tozier	36,330	$	8,000,234	6,874	$	1,066,270
Eric W. Norris	4,017	$	476,038	21,388	$	3,273,690
Netha N. Johnson, Jr.	—	$	—	3,308	$	765,405
Karen G. Narwold	6,135	$	619,140	9,531	$	1,718,290

(1)Value realized upon exercise of stock options is determined by multiplying the stock options exercised by the difference between the market price on the date of exercise and the grant price.


Name	Number of Shares Acquired on Exercise	Grant Date	Grant Price	Exercise Date	Market Price on Exercise Date	Value Realized on Exercise
Scott A. Tozier	22,320	2/24/2015	$56.08	11/8/2021	$276.48	$4,919,221
Scott A. Tozier	14,010	2/26/2016	$56.56	11/8/2021	$276.48	$3,081,012
Eric W. Norris	4,017	2/23/2018	$118.75	8/13/2021	$237.26	$476,038
Karen G. Narwold	6,135	2/24/2014	$63.84	5/27/2021	$164.76	$619,140

(2)Value realized upon vesting of RSUs is determined by multiplying the number of units vesting by the closing price of Albemarle common stock on the vest date, or if the NYSE is not open on the vesting date, by the closing price on the last date prior to the vesting date on which the NYSE is open.


Name	Number of Shares Acquired on Vesting	Grant Date	Vest Date	Market Price on Vesting Date	Value Realized on Vesting
Scott A. Tozier	1,106	2/23/2018	2/23/2021	$154.62	$171,010
Scott A. Tozier	1,346	2/24/2017	2/24/2021	$160.90	$216,571
Eric W. Norris	632	2/23/2018	2/23/2021	$154.62	$97,720
Eric W. Norris	18,228	3/1/2018	3/1/2021	$152.95	$2,787,973
Netha N. Johnson, Jr.	3,308	8/9/2018	8/9/2021	$231.38	$765,405
Karen G. Narwold	1,053	2/23/2018	2/23/2021	$154.62	$162,815
Karen L. Narwold	1,211	2/24/2017	2/24/2021	$160.90	$194,850
Karen L. Narwold	3,055	2/28/2020	12/31/2021	$233.77	$714,167

(3) Fifty percent of the 2018 PSU award value realized upon vesting of the performance shares is determined by multiplying the number of shares granted by the modifier. The resulting shares acquired at vesting is multiplied by the closing price of Albemarle common stock on the vest date. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”


Name	Shares Granted	Performance Modifier	Number of Shares Acquired on Vesting	Market Price on Vesting Date	Value Realized on Vesting
Scott A. Tozier	2,211	200%	4,422	$153.48	$678,689
Eric W. Norris	1,264	200%	2,528	$153.48	$387,997
Karen G. Narwold	2,106	200%	4,212	$153.48	$646,458

Option Awards
Stock Awards
Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)
Luther C. Kissam IV 36,000
$ 1,010,160
(1) 42,798
$ 3,298,442
(2)
35,360
$ 3,217,760
(3)
8,841
$ 809,570
(4)
Scott A. Tozier 9,630
$ 742,184
(2)
7,956
$ 723,996
(3)
1,990
$ 182,224
(4)
Netha N. Johnson, Jr. 3,309
$ 243,178
(5)
Karen G. Narwold 7,490
$ 577,254
(2)
6,188
$ 563,108
(3)
1,548
$ 141,750
(4)
6,591
$ 478,704
(6)
Raphael G. Crawford 1,606
$ 123,774
(2)
4,420
$ 402,220
(3)
1,106
$ 101,276
(4)


~~(1)~~	~~On September 13, 2019, Mr. Kissam exercised and sold options for 36,000 shares of Common Stock at a grant price of $41.94 and a sale price of $70.00.~~


~~(2)~~	A PSU award granted in 2015 vested on January 1, 2019. The value realized on vesting was calculated using a value of $77.07 per share, which was the closing price of our common stock on the New York Stock Exchange (“NYSE”) on December 31, 2018.


~~(3)~~	A PSU award granted in 2016 vested on February 26, 2019. The value realized on vesting was calculated using a value of $91.00 per share, which was the closing price of our common stock on the NYSE on February 26, 2019.


~~(4)~~	A RSU award granted in 2016 vested on February 26, 2019. The value realized on vesting was calculated using a value of $91.57 per share, which was the closing price of our common stock on the NYSE on February 25, 2019.


~~(5)~~	A RSU award granted in 2018 vested on August 9, 2019. The value realized on vesting was calculated using a value of $73.49 per share, which was the closing price of our common stock on the NYSE on August 8, 2019.


~~(6)~~	A RSU award granted in 2016 vested on May 12, 2019. The value realized on vesting was calculated using a value of $72.63 per share, which was the closing price of our common stock on the NYSE on May 10, 2019.

RETIREMENT BENEFITS

Retirement Benefits

All NEOs are eligible for the same retirement benefits(1) as other US employees. The U.S. retirement benefit has three components:

•Savings Plan. Albemarle contributes up to 6% of employee eligible earnings in matching contributions to this plan;

•Defined Contribution Pension Benefits (DCPB). Albemarle contributes 5% of employee eligible earnings to this plan;

~~In 2004, we implemented~~•Executive Deferred Compensation Plan (EDCP). The first two plans have a ~~new~~statutory cap for employee and employer contributions. The EDCP helps ensure all employees have the same opportunity to have up to 11% of their eligible earnings contributed by Albemarle.

(1)The Company froze accruals in its traditional tax-qualified defined ~~contribution~~benefit pension plan ("Pension Plan") and supplemental executive retirement ~~pension benefit~~plan (“~~DCPB”~~SERP”) ~~in the Savings Plan for all non-represented employees hired on or after April 1, 2004. Non-represented employees hired prior to that date continued to~~effective December 31, 2014. None of our NEOs participate ~~in our Pension Plan.~~

~~On October 1, 2012, the Board of Directors approved an amendment to our retirement plans to freeze accrued benefits~~ in the Pension Plan and SERP effective December 31, 2014, and to provide for non-represented employees hired before April 1, 2004 who are participants in the Pension Plan to (i) become eligible for the DCPB in the Savings Plan effective January 1, 2013, and (ii) receive a one-time employer discretionary contribution in the Savings Plan in December 2012. In addition, the Board of Directors authorized application of a higher benefit formula for calculating accrued benefits in 2013 and 2014 only, as well as including an offset factor that would be applied to accrued benefits earned in 2013 and 2014.or SERP.

~~PENSION BENEFITS~~

The following table presents information concerning the Pension Plan and the SERP. The Pension Plan provides for payments or other benefits to our named executive officers at, following, or in connection with retirement. To the extent benefits under the Pension Plan exceed limits imposed under applicable provisions of the Code, they will be paid under the SERP.

Pension Benefits
Name Plan Name Number of Years
Credited Service (#)
Present Value of
Accumulated Benefit ($)⁽²⁾⁽⁴⁾

Payments During Last
Fiscal Year
Luther C. Kissam IV Pension Plan 11.3325
(1) 517,885
--

SERP ⁽³⁾
11.2500
(1) 8,685,133
--
Scott A. Tozier Pension Plan N/A
N/A
N/A
SERP N/A
N/A
N/A
Netha N. Johnson, Jr. Pension Plan N/A
N/A
N/A
SERP N/A
N/A
N/A
Karen G. Narwold Pension Plan N/A
N/A
N/A
SERP N/A
N/A
N/A
Raphael G. Crawford Pension Plan N/A
N/A
N/A
SERP N/A
N/A
N/A


~~(1)~~	The differences in service between the qualified Pension Plan and the SERP are generally due to rounding differences. The qualified plan bases credited service on hours worked during the year, whereas the SERP special 4% pension benefit bases credited service on the completed years and months of employment. Credited Service for both plans froze as of 12/31/2014.


~~(2)~~	For the qualified Pension Plan, pension earnings are limited by the 401(a)(17) pay limit. A temporary supplemental early retirement allowance of $5 per month per year of service is payable from the Pension Plan for participants who retire at age 60 with at least 15 years of service. SERP pay for the special 4% benefit includes 100% of cash incentive bonuses paid during the year.


~~(3)~~	~~Mr. Kissam is vested in his SERP benefits.~~


~~(4)~~	The present value of accumulated benefits including supplements, if any, is based on the actuarial present value of benefits payable at age 60, the earliest age at which unreduced benefits are payable. The following assumptions were used to determine the above present values:


a.	~~Discount rates of 4.04%, 4.59% and 3.57% as of December 31, 2017, 2018 and 2019, respectively;~~


b.	~~Payment form of a life annuity with a 60-month guarantee of payments from the qualified Pension Plan, and a lump sum from the SERP; and~~


c.	Mortality based on the RP2006 (revised in 2015) healthy annuitants with MP2017 generational projection scales, mortality based on the RP2006 (revised in 2015) healthy annuitants with MP2018 generational projection scales, and Pri2012 healthy annuitants with MP2019 generational projection scales, respectively.

The benefit formula under the Pension Plan is based on the participant’s final average earnings, which are defined as the average of the highest three consecutive calendar years’ earnings (base pay plus 50% of incentive awards paid in any fiscal year) during the ten consecutive calendar years immediately preceding the date of determination. Benefits under the Pension Plan are computed on the basis of a life annuity with 60 months of guaranteed payments. The benefits listed in the above compensation table (other than short service benefits under the SERP) are not subject to deduction for Social Security or other offset payments.

~~Supplemental Executive Retirement Plan~~

The SERP is a nonqualified defined benefit pension plan that provides eligible individuals the difference between the benefits they would actually accrue under the qualified Pension Plan but for the maximum benefit and compensation limitations under the qualified plan and deferrals of their compensation under our EDCP, and the benefits they actually accrue under the qualified Pension Plan. SERP benefits are paid in a lump sum on the later of (i) age 55 (65 if the employee has not completed at least ten years of service with us) and (ii) the employee’s separation from service (except that for key employees, as defined under relevant law, not earlier than six months after the employee’s separation from service).

All benefits under the SERP will be immediately paid (except that for key employees as defined under relevant law, not earlier than six months after the employee’s separation from service) if, within 24 months following a change in control, a participant’s employment is terminated.

The SERP is administered by our Employee Relations Committee, which consists of employees appointed by the CEO and the Executive Vice President and Chief Administrative Officer. The Board or the Executive Compensation Committee of the Board may generally amend or terminate the SERP at any time. Certain amendments to the SERP may also be approved by the Employee Relations Committee.

In 2005, we amended and restated the SERP. Some of the amendments to the SERP were made to ensure compliance with Section 409A of the Code, enacted as part of the American Jobs Creation Act of 2004 (“Code Section 409A”), which imposes restrictions and requirements that must be satisfied in order to assure the deferred taxation of benefits as intended by the SERP. In 2012, the Board of Directors further amended the SERP (i) to remove the current provisions for freezing Final Average Compensation (as defined in the SERP) on and after December 31, 2012, and (ii) to freeze all benefits under the SERP as of December 31, 2014, which is consistent with the changes under our qualified Pension Plan.

In addition to the retirement benefits provided under the Pension Plan and the SERP, which are reflected in the table above, certain key employees may be granted special pension benefits equal to 4% of the employee’s average pay over the highest three consecutive years of service before the determination date, multiplied by the number of years of service up to 15 years, net of certain other benefits (including amounts received under the qualified and nonqualified plans). These benefits vest only after the employee has completed five years of service with us and are paid on the later of (i) age 55 (65 if the employee has not completed at least ten years of service with us) and (ii) the employee’s separation from service (except that for key employees as defined under relevant law, not earlier than six months after the employee’s separation from service). All such benefits shall be paid in one lump sum payment. These benefits have been granted to Mr. Kissam as the only NEO who was employed at Albemarle when these benefits were in effect.

Nonqualified Deferred Compensation

~~Executive Deferred Compensation Plan.~~Company contributions that cannot be made under our qualified Savings Plan because of limitations under the Code are credited under the EDCP. In addition to these Savings ~~Plan’s~~Plan make-up contributions, an EDCP participant may elect to defer up to 50% of base salary and/or 100% of each cash incentive award paid in a year (net of FICA and Medicare taxes due). Such amounts are deferred and will be paid at specified payment dates or upon retirement or other termination of employment. The EDCP also provides for a supplemental benefit of 5% of compensation in excess of amounts that may be recognized under the tax-qualified Savings Plan and of the cash incentive bonus award paid during the year.

Amounts credited under the EDCP are credited daily with investment gains and losses as if such amounts were invested in one or more of the Plan’s investment options. Accounts are generally paid at the time and in the form specified by participants when they make deferral elections, or upon a participant’s earlier death or disability.

The EDCP is administered by our Employee Relations Committee, which consists of employees appointed by the CEO and the ~~Executive Vice President and~~ Chief ~~Administrative~~Human Resources Officer. The Executive Compensation Committee of the Board may generally amend or terminate the EDCP at any time. Certain amendments to the EDCP may also be approved by the Employee Relations Committee.

~~NONQUALIFIED DEFERRED COMPENSATION~~

The following table presents information concerning our ~~named executive officers’~~NEOs’ benefits under the EDCP.


Nonqualified Deferred Compensation⁽¹⁾	Nonqualified Deferred Compensation⁽¹⁾										Nonqualified Deferred Compensation(1)
Name	Executive Contributions in Last FY ($)		Company Contributions in Last FY ($)⁽²⁾		Net Aggregate Earnings in Last FY ($)⁽³⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽⁴⁾⁽⁵⁾		Name	Executive Contributions in Last FY ($)	Company Contributions in Last FY ($)(2)	Net Aggregate Earnings in Last FY ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)(4)
Luther C. Kissam IV	$	—	$	174,387	$	323,162	$	—	$	1,973,221
J. Kent Masters, Jr.											J. Kent Masters, Jr.	$—	$189,280	$2	$—	$226,594
Scott A. Tozier	$	—	$	71,274	$	112,638	$	—	$	766,432	Scott A. Tozier	$—	$96,467	$65,248	$—	$1,091,487
Eric W. Norris											Eric W. Norris	$—	$86,589	$29,217	$—	$286,881
Netha N. Johnson, Jr.	$	—	$	81,416	$	5,854	$	—	$	87,146	Netha N. Johnson, Jr.	$—	$62,834	$22,211	$—	$265,744
Karen G. Narwold	$	—	$	61,444	$	77,322	$	—	$	592,062	Karen G. Narwold	$—	$78,085	$81,002	$—	$926,820
Raphael G. Crawford	$	76,196	$	74,176	$	257,142	$	—	$	1,243,332


~~(1)~~	~~Amounts reflected are based on activities recorded by Merrill Lynch, the plan’s administrator, as of December 31, 2019.~~


~~(2)~~	~~All amounts are reported as compensation to the named executive officers in the Summary Compensation Table.~~


~~(3)~~	~~Amounts reflected are based on aggregate earnings and gain/loss in last FY.~~


~~(4)~~	Ending balances include Saving Plan’s make-up contributions and Company contributions on deferred base salary and/or cash incentive awards of the following amounts: Mr. Kissam: $96,529; Mr. Tozier: $40,286; Mr. Johnson: $37,276; Ms. Narwold: $34,924; and Mr. Crawford: $37,276.


~~(5)~~	~~Mr. Crawford's 2019 contribution of $76,197 is reported as compensation in the Summary Compensation Table.~~

(1)Amounts reflected are based on activities recorded by Merrill Lynch, the plan’s administrator, as of December 31, 2021 and include contributions to the EDCP that were deferred in 2021.

(2)All amounts are reported as compensation to the NEOs in the Summary Compensation Table.

(3)Amounts reflected are based on aggregate earnings and gain/loss in fiscal year 2021.

(4)Ending balances in the EDCP includes amounts that have been reported in the Summary Compensation Table as compensation for fiscal 2021 or a prior fiscal year: Mr. Masters, $226,714 (lower than aggregate balance at FYE due to earnings balanced against fees); Mr. Tozier, $694,483; Mr. Norris, $117,880; Mr. Johnson, $219,336; and Ms. Narwold, $546,760.

Agreements with Executive Officers and Other Potential Payments Upon Termination or a Change in Control

~~Severance Pay~~Payments Upon Termination

For our ~~named executive officers,~~NEOs, we provide for severance payments if we terminate their employment without cause because the individual’s position is eliminated or the organizational structure of the Company is changed which results in a redesign of work process and responsibilities affecting at least two individuals.cause. In addition to offering outplacement assistance benefits, ~~for one year,~~ we provide for severance payments to our ~~named executive officers,~~NEOs, consisting of (other than for Mr. ~~Kissam)~~Masters) the sum of (x) one year of base salary in effect at the termination time and (y) the employee’s target annual cash incentive award for the most recent year in which the employee participated in an annual bonus program. Mr. ~~Kissam~~Masters is eligible to receive 1.5 times the amount of his annual base salary in effect at the termination time plus 1.5 times his target annual cash ~~bonus~~incentive award for the year in which the termination takes ~~place (or the most recent year he participated in an annual bonus program if he is not participating in the year of the termination).~~

Mr. Kissam is also eligible to receive the benefits described above in the event of a termination pursuant to a “good reason for resignation.” Termination to a “good reason for resignation” is defined as (a) a material diminution in base compensation, authority, duties, responsibilities or the budget over which the officer retains authority, (b) a material change in the geographic location at which services must be performed, or (c) any other action or inaction that constitutes our material breach of any written employment arrangement between us and the officer.place.

Our ~~named executive officers~~NEOs (each of whom is a party to a severance compensation agreement as described below, but, other than Mr. Masters, not an employment agreement) are eligible to receive payments as described above, only if a change in control has not occurred. If their employment is terminated in the event of a change ofin control, they are ~~only~~ eligible to receive severance payments only under their severance compensation ~~agreements (described below).~~agreements.

Assuming ~~the~~a triggering event (described above) took place on December 31, ~~2019,~~2021, each ~~named executive officer~~NEO would receive the following estimated ~~payments and benefits:~~payments:

Estimated Payments and Benefits
Name
Estimated Payments
Pre-Change in Control
Luther C. Kissam IV $ 3,375,000
Scott A. Tozier $ 1,080,000
Netha N. Johnson, Jr. $ 875,000
Karen G. Narwold $ 918,750
Raphael G. Crawford $ 857,500


Name	Estimated Payments
J. Kent Masters, Jr.	$	3,712,500
Scott A. Tozier	$	1,132,018
Eric W. Norris	$	1,016,160
Netha N. Johnson, Jr.	$	973,350
Karen G. Narwold	$	966,357

Note: ~~Post-change~~Change in control related payments for executives are provided only under the individual severance compensation agreements described below.

~~Severance Compensation Agreements~~Payments Upon Termination After a Change in Control

We have severance compensation agreements in place for our ~~named executive officers. Our~~NEOs. Those severance compensation agreements provide that if we terminate an executive’s employment other than for “cause” or the executive resigns due to a “good reason for resignation” on or before the second anniversary of a “change in control” (as such terms are defined in the agreements), or if the executive dies after we execute a definitive agreement that results in a change in control, the executive will be entitled to (i) base salary and vacation pay accrued through the termination date for the year in which the termination occurs, (ii) unpaid annual cash incentive award ~~accrued through~~for the prior year plus a pro-rata portion of the target annual cash incentive award for the year of termination, ~~date,~~ (iii) ~~the elimination of certain offsets for short service benefits under our supplemental executive retirement plan (“SERP”), as applicable, (iv)~~ continued Company-paid medical, dental, and vision insurance, as applicable, for 18 months, ~~(24 months for Mr. Kissam), (v)~~(iv) financial and outplacement counseling benefits, ~~(vi)~~(v) relocation benefits, as per the Company’s U.S. Domestic Executive Relocation Policy, but only for the executive to return to the state ~~he or she~~they relocated from within two years prior to the change in control (and for Mr. Masters, only to relocate back to Virginia, but without regard to the preceding two year restriction), (vi) full vesting of benefits under the EDCP, (vii) the lump sum severance payment described below, and (viii) special treatment of outstanding awards granted under our incentive plans in accordance with the terms of the notices granting such awards. None of our ~~named executive officers~~NEOs is entitled to excise tax gross-ups for change in control payments.

In the event of a change in control and termination of employment as referenced above, the lump sum severance payment referenced in clause (vii) above consists of two times the sum of (a) the executive’s annual base salary immediately prior to termination or immediately before the change in control (whichever is greater) and (b) the executive’s target annual cash incentive award in place immediately before the termination date or immediately before the change in control (whichever is greater), except that for Mr. Kissam it is his target cash incentive award for the year in which the change in control occurs or his actual annual cash incentive award for the year preceding the change in control date (whichever is greater). The severance payment will be reduced dollar for dollar by the amount of the non-competition payment described below. If excise taxes would be levied against the amounts payable under the severance compensation ~~agreements~~agreement for the ~~named executive officers,~~NEO, then the ~~payments~~payment will be reduced so that excise taxes will not apply.

With respect to the impact of a change in control, equity awards issued prior to January 1, 2017 are treated differently than awards granted after January 1, 2017. For awards granted prior to January 1, 2017, accelerated vesting of time-based awards will apply, and performance awards will be treated as earned at 100% of target, regardless of whether the executive’s employment also terminates in connection with the change in control or whether the Company remains publicly traded. For awards granted after January 1, 2017, theThe award agreements provide that if a replacement award is issued or the award continues because the Company remains publicly traded after the change in control, there is no special treatment of the awards unless an executive is involuntarily terminated without “cause” or voluntarily terminates for “good reason” (as defined in the award agreements) within two years after the change in control, in which event accelerated vesting of time-based awards will occur (except that stock options continue on the original exercisability schedule). ~~For performance awards granted after January 1, 2017, if~~If the Company is no longer publicly traded, awards will be immediately earned and payable on a pro-rata basis at the higher of target or actual performance as of the change in control.

The following table illustrates the ~~difference~~impact of a change in ~~Change in Control ("CIC"~~control (“CIC”) ~~impact~~ on ~~awards granted prior to and after January 1, 2017.~~

awards.

Situation

RSUs

Options

PSUs

~~Awards Granted prior to~~

~~January 1, 2017~~

~~All CIC events~~

~~Full and accelerated vesting upon CIC~~

~~Full and accelerated vesting at target unless performance period has been completed~~

Awards Granted after January 1,

2017

1. CIC + ~~Termination~~termination of ~~Employment~~employment (including good reason for resignation)

Full and accelerated vesting upon CIC + ~~Termination~~termination of ~~Employment~~employment

Prorated and accelerated vesting at higher of actual or target upon CIC + termination

2. CIC + ~~Continuation~~continuation of ~~Employment~~employment and Albemarle is no longer publicly traded

• Replace with an award with the same value but allows for full and accelerated vesting if not converted to the same value and conditions.

• If the executive is terminated without “cause” or terminates for “good reason” within two years of the CIC, accelerated vesting occurs.

Prorated and accelerated vesting based on higher of actual or target performance upon CIC.

2.3. CIC + ~~Continuation~~continuation of ~~Employment~~employment and Albemarle continues to be publicly traded

• No change to the existing vesting schedule.

• If the executive is terminated without “cause” or terminates for “good reason” within two years of the CIC, accelerated vesting of ~~time based~~time-based equity occurs. PSUs will vest prorated based on the higher of actual or target performance.

Each severance compensation agreement provides that if the executive’s employment is terminated by reason of retirement (for individuals in our retirement plans) or death, the executive’s benefits will be determined in accordance with the Company’s benefits and insurance programs then in effect, except that if the death occurs after the execution of a definitive agreement which results in a change in control, then the executive’s beneficiary will be entitled to the benefits under the severance compensation agreement as if the Company issued the executive a notice of termination 30 days after the change in control. If, after a change in control, an executive is terminated for “cause” or voluntarily quits other than for “good reason for resignation” (as such terms are defined in the agreements), ~~he or she is~~they are entitled to receive only a lump sum payment equal to ~~his or her~~their salary and benefits accrued through the termination date. If an executive is unable to perform full-time duties due to a qualifying disability, the executive shall continue to receive base salary and all other compensation and benefits provided under the Company benefit and disability plans. If an executive is terminated due to disability, ~~he or she is~~they are entitled to receive the benefits determined in accordance with our retirement and insurance programs and other applicable programs in effect immediately prior to the change in control or the programs in effect at the time they are paid (whichever is greater).

Each severance compensation agreement’s term ends on December 31, 2022, except for Mr. Masters, whose agreement continues in effect through December 31, 2023. Each agreement is subject to automatic one-year extensions unless either the executive or ~~our Executive Compensation~~the Committee notifies the other of its desire not to extend. If there is a change in control, the severance compensation agreement will remain in effect until the second anniversary of the change in control. In order to receive the benefits under the severance compensation agreements, each executive who is terminated following a change in control must agree not to compete with the Company from the date of termination of employment with the

Company until the second anniversary thereof. In consideration of this agreement not to compete, the executive will receive a non-competition payment equal to the value of the non-compete agreement as determined by an unrelated third-party ~~business~~ retained by the Company that is in the business of valuing non-competition payments, with the intent that the non-competition payment should qualify as reasonable compensation for purposes of relevant tax law. Should any federal, state, or local taxing authority challenge the non-competition payment’s treatment as reasonable compensation, the Company shall engage legal and other professionals necessary to defend against any such challenge.

For purposes of the severance compensation agreements, “change in control” means the occurrence of any of the following events:

•Any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of ~~1934)~~1934, as amended (the "Exchange Act")) becomes the direct or indirect beneficial owner of 20% or more of the combined voting power of our then-outstanding voting securities (other than as a result of an issuance of securities approved by Continuing Directors (as defined in the 2017 Incentive Plan and applicable change in control agreements) or open-market purchases approved by Continuing Directors at the time of purchase), unless (in the case of beneficial ownership that does not exceed 30% of such voting securities) at least two-thirds of Continuing Directors determine that such event does not constitute a “change in ~~control”;~~control;”

•As a result of a reorganization, merger, share exchange or consolidation (each, a “Business Combination”), a contested election of Directors, or a combination thereof, the Continuing Directors cease to constitute a majority of our or any successor’s board of directors within two years of the last of such transaction(s); or

•There is a shareholder-approved Business Combination unless (a) all or substantially all of our outstanding voting securities’ beneficial owners immediately prior to the Business Combination own more than 60% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of Directors resulting from the Business Combination (with no one person owning more than 30%), in substantially the same proportions as immediately before the Business Combination and (b) at least a majority of the post-Business Combination Directors are Continuing Directors.

In the event of a hypothetical occurrence of both a change in control and a termination of a ~~named executive officer’s~~NEO's employment in accordance with such officer’s severance compensation agreement and applicable incentive award agreements, and assuming these events took place on December 31, ~~2019,~~2021, with the closing market price of our Common Stock at ~~$73.04~~$233.77 per share as of that date, each ~~named executive officer~~NEO would be entitled to the following estimated payments and accelerated vesting:


Estimated Payments and Benefits under the Severance Compensation Agreements
Name	Lump-sum severance payment and Non- competition agreement(1)		Accelerated value(s) of time-based equity compensation		Accelerated value(s) of performance units		Elimination of offsets under SERP		Counseling and other insurance benefits(2)		Total
J. Kent Masters, Jr.	$	7,064,163	$	16,909,770	$	8,180,080	$	—	$	468,742	$	32,622,755
Scott A. Tozier	$	3,051,045	$	8,745,816	$	5,504,736	$	—	$	88,868	$	17,390,465
Eric W. Norris	$	2,766,290	$	6,010,519	$	4,519,060	$	—	$	88,868	$	13,384,737
Netha N. Johnson, Jr.	$	2,396,637	$	7,194,228	$	3,828,981	$	—	$	89,402	$	13,509,248
Karen G. Narwold	$	2,580,557	$	5,781,042	$	5,349,679	$	—	$	77,886	$	13,789,164

(1)As described above, upon termination following a change in control, the NEO would be entitled to a lump-sum severance payment equal to two times annual base compensation and target annual variable compensation, in all cases reduced by the non-competition payment amount as determined by a third-party in the business of valuing non-competition payments in return for an agreement not to compete for a two-year period post-termination. As the non-competition payment is not determinable at this time, only the total severance payment amount without the reduction is reflected in the table. Accrued incentive compensation is also included and based on the calculated Company score and an individual performance modifier of 15%.

(2)This amount includes (i) outplacement counseling and financial counseling, in each case not to exceed $25,000, (ii) estimated relocation benefits if the executive has relocated within two years prior to the change in control, is relocating back to their original location (or for Mr. Masters relocating back to Virginia at any time), and reflecting the original price of their current home, and (iii) the value of medical, dental, and vision benefits continuation for 18 months post-termination.

Estimated Payments and Benefits under the Severance Compensation Agreements⁽¹⁾
Name
Lump-sum severance payment and Non- competition agreement⁽²⁾
Accelerated value(s) of time-based equity compensation Accelerated value(s) of performance units Elimination of offsets under SERP
Counseling and other insurance benefits⁽³⁾
Total
Luther C. Kissam IV $ 5,251,991
$ 3,510,795
$ 5,577,042
$ 306,000
$ 96,968
$ 14,742,796
Scott A. Tozier $ 2,419,460
$ 850,447
$ 1,336,827
N/A
$ 82,238
$ 4,688,972
Netha N. Johnson, Jr. $ 2,308,520
$ 643,775
$ 107,028
N/A
$ 294,303
$ 3,353,626
Karen G. Narwold $ 2,072,625
$ 752,732
$ 1,151,549
N/A
$ 82,238
$ 4,059,144
Raphael G. Crawford $ 2,126,754
$ 515,365
$ 858,999
N/A
$ 299,214
$ 3,800,332


⁽¹⁾	~~We do not provide our executives with excise tax gross ups for change in control payments.~~

⁽²⁾

As described above, upon termination following a change in control, the named executive officer would be entitled to a lump-sum severance payment equal to two times annual base compensation and target annual variable compensation (except that Mr. Kissam would be entitled to two times annual base compensation and the higher of target variable compensation for the year the change in control occurs or the actual annual variable compensation for the year preceding the change in control), in all cases reduced by the non-competition payment amount as determined by a third-party in the business of valuing non-competition payments in return for an agreement not to compete for a two-year period post-termination. As the non-competition payment is not determinable at this time, only the total severance payment amount without the reduction, is reflected in the table.

⁽³⁾

This amount includes (i) outplacement counseling and financial counseling, in each case not to exceed $25,000, (ii) estimated relocation benefits if the executive has relocated within two years prior to the change in control and is relocating back to his/her original location, and (iii) the value of medical, dental and vision benefits continuation for (a) two years post-termination for Mr. Kissam and (b) 18 months post-termination for all other NEOs listed.

CEO ~~Pay Ratio~~PAY RATIO

The principles that guide us for our executive compensation program are not different than for the organization at large:

•We use the market median as ~~our~~a reference point for our compensation and benefits ~~program~~program.

•The market median is specific for the country in which we compete for ~~talent~~talent.

•The market median is ~~also~~ specific to the job level for each of our ~~employees~~employees.

•The market median ~~also~~ determines the mix between base pay, ~~short term~~short-term incentive pay, ~~long term~~long-term equity, and ~~benefits; as~~benefits. As the job level increases we typically see an increase in total compensation as well as an increase in that portion of total compensation that is ~~equity based~~equity-based and the portion that is ~~based on performance~~performance-based.

We disclose below the ratio of our ~~Chief Executive Officer’s (CEO’s)~~CEO’s annual total compensation relative to the ~~median~~ annual total compensation of the median employee of the Company for the year ended December 31, ~~2019.~~2021. As permitted or required by Item 402(u) of Regulation S-K, our process for determining the total employee population and the median employee annual total compensation included the following ~~factors.~~factors:

•Employee population

◦

~~We used our global system of record for all of our employees worldwide~~

◦We used our global system of record for all of our employees worldwide. Our employee population is expanding in jurisdictions outside of North America and Europe.

◦We included all employees, whether salaried or hourly, and whether employed on a full-time, part-time, or seasonal basis.

◦We used November 15, 2021 as our record date.

◦To allow for comparisons across international jurisdictions, we converted into U.S. dollars any base cash compensation amounts denominated in non-U.S. currencies, using exchange rates effective at the record date.

◦We did not adjust for global cost of living differences.

•.


◦	~~We included all employees, whether a salaried employee or an hourly worker, and whether employed on a full-time, part-time, or seasonal basis.~~


◦	~~We used November 15, 2019 as our record date.~~


◦	~~To allow for comparisons across international jurisdictions, we converted into U.S. dollars any base cash compensation amounts denominated in non-U.S. currencies.~~


◦	~~We did not adjust for global cost of living differences.~~

Consistently applied compensation measure


◦	We determined the median employee annual total compensation by using a consistently applied compensation measure, namely, base salary or wages (“base cash compensation”), for all individuals, excluding our CEO, who were employed by us on November 15, 2019.


◦	~~For part-time workers, we did not adjust base cash compensation to the equivalent for a full time employee.~~


◦	~~We annualized the compensation for all permanent employees (full or part-time) who were not employed by us for all of 2019.~~


◦	~~For hourly employees base cash compensation is based on their hourly rate in combination with their standard hours of work.~~

◦We determined the median employee annual total compensation by using a consistently applied compensation measure, namely, base salary or wages (“base cash compensation”), for all individuals, excluding our CEO, who were employed by us on November 15, 2021.

◦For part-time workers, we did not adjust base cash compensation to the equivalent for a full time employee.

◦We annualized the compensation for all permanent employees (full- or part-time) who were not employed by us for all of 2021.

◦For hourly employees, base cash compensation is based on their hourly rate in combination with their standard hours of work.

Applying these and other relevant factors, we identified a median employee. We then determined for that employee ~~with~~the total compensation level to be at $70,574 for the year ended December 31, 2021 (calculated in accordance with Item 402(c)(2)(x) of Regulation S-K) ~~of $77,782 for the year ended December 31, 2019.~~. On the same basis, the total annualized compensation for our CEO for the year ended December 31, ~~2019~~2021 was ~~$8,521,584.~~$9,039,753. Accordingly, for the year ended December 31, ~~2019,~~2021, the ratio of our CEO’s total compensation to that of our median employee is ~~110:~~ 128:1.

Given the different methodologies that various public companies will use to determine an estimate of their CEO pay ratio, the ratio reported above should not be used as a basis for comparison between companies.

~~Equity Compensation Plan Information~~

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, ~~2019,~~2021, with respect to compensation plans under which shares of our Common Stock are authorized for issuance.

												Equity Compensation Plan Information
Equity Compensation Plans Approved by Shareholders⁽¹⁾	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans	Equity Compensation Plans Approved by Shareholders (1)	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
2008 Incentive Plan	1,280,090	(2)	$	65.37	1,507,820	2008 Incentive Plan	121,056	(2)	$75.15	—	(3)
2017 Incentive Plan	478,633	(3)	104.99		4,005,657	2017 Incentive Plan	769,395	(4)	$106.01	3,554,425
2013 Stock Plan for Non-Employee Directors	35,166	(4)	-		360,575	2013 Stock Plan for Non-Employee Directors	32,011	(5)	—	335,427
Total	1,793,889		69.31		5,874,052	Total	922,462			3,889,852

(1)We have no equity compensation plans that are not shareholder approved.

(2)Amount consists of outstanding stock options.

(3)Effective with the 2017 Incentive Plan, shares were no longer available to be issued under the 2008 Incentive Plan.

(4)Amount includes 239,113 shares subject to stock options, 305,379 shares subject to RSUs, and 224,903 shares subject to PSUs.

(5)Amount reflects 32,011 deferred units invested in phantom shares under the 2013 Directors Plan that are to be paid in shares at a future time under the terms of the Plan.


~~(1)~~	~~We have no equity compensation plans that are not shareholder approved.~~


~~(2)~~	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, 41,749 units and 67,880 units of the 2016 and 2017 Performance Unit Awards at Target, respectively.


~~(3)~~	Amount includes, in addition to outstanding options and restricted stock unit awards payable in shares, 56,814 units and 93,290 units of the 2018 and 2019 Performance Unit Awards at Target, respectively.


~~(4)~~	~~Amount reflects 35,166 deferred units invested in phantom shares under the 2013 Directors Plan that are to be paid in shares at a future time under the terms of the Plan.~~



PROPOSAL 1 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION

Shareholders have an opportunity to cast an advisory vote on compensation of our ~~named executive officers~~NEOs as disclosed in this Proxy Statement. This proposal, commonly known as “Say-on-Pay,” gives shareholders the opportunity to approve, reject, or abstain from voting on the proposed resolution regarding our fiscal year ~~2019~~2021 executive compensation program.

Our compensation philosophy policies are described in the "Compensation Discussion and Analysis" and the "Compensation of Executive Officers" sections, and the accompanying tables (including all footnotes) and narrative, beginning on page 3 of this Proxy Statement. The Committee designs our compensation policies for our ~~named executive officers~~NEOs to create executive compensation arrangements linked to the creation of long-term growth, sustained shareholder value, and individual and annual corporate performance, and to be competitive with peer companies of similar size, value, and complexity, as well as to encourage stock ownership by our senior management. Based on its review of the total compensation of our ~~named executive officers~~NEOs for fiscal year ~~2019,~~2021, the Committee believes that the total compensation for each of the ~~named executive officers is~~NEOs was reasonable and effectively ~~achieves~~achieved the designed objectives of driving superior business and financial performance, attracting, retaining, and motivating our people, aligning our executives with shareholders’ long-term interests, focusing on the long-term, and creating balanced program elements that discourage excessive risk-taking.

At our ~~2019~~2021 annual meeting of shareholders we conducted our Say-on-Pay vote regarding our ~~2018~~2020 executive compensation program. Approximately ~~96%~~ 94% of the shares voted at our ~~2019~~2021 annual meeting were cast in favor of our advisory vote on NEO compensation. In ~~2019,~~2021, as in previous years, we conducted our annual outreach effort with our largest shareholders. We requested feedback on our governance practices, executive compensation program, and their concerns, and we take this feedback into consideration when making changes to our executive compensation programs that we believe further ~~align~~aligns our compensation program with our business strategy and our shareholders’ interests. See “~~Aligning our Incentives with our Strategy and~~ Shareholder ~~Interests~~Alignment,,” beginning on page 43 of this Proxy Statement, for more information on our compensation program.

The Committee values the opinions of our shareholders, and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate. The approval of the non-binding resolution approving the compensation of our ~~named executive officers~~NEOs requires that the votes cast in favor of the proposal exceed the number of votes cast in opposition to the proposal. However, neither the approval nor the disapproval of this resolution will be binding on the Board of Directors or the Company nor construed as overruling a decision by the Board of Directors or the Company. Neither the approval nor the disapproval of this resolution will create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for the Board of Directors or the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPANY’S COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS:

“RESOLVED, that the Company’s shareholders APPROVE, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.”

GOVERNANCE MATTERS

Our Board of Directors and management periodically review our Corporate Governance Guidelines and other corporate governance policies, principles, and procedures, to determine whether they should be revised to address recent changes in regulatory requirements and evolving governance practices.

Our Corporate Governance Guidelines, including Director independence standards, our Code of Conduct, and the charters of our Audit & Finance, Executive Compensation, Nominating & Governance, Capital Investment, and Health, Safety & Environment committees are available on our website at www.albemarle.com (See Investors/Corporate Governance) and are available in print to any shareholder upon request by contacting our Investor Relations department.

Director Independence

The Board has determined that Directors Brlas, ~~Masters,~~Cramer, Minor, O’Brien, O'Connell, Seavers, Steiner, Van Deursen, and Wolff are each “independent” as described by the NYSE listing standards and the independence standards of our Corporate Governance Guidelines.

In order for a Director or nominee to be considered “independent” by the Board, ~~he or she~~they must (i) be free of any relationship that, applying the rules of the NYSE, would preclude a finding of independence and (ii) not have any material relationship (either directly or as a partner, shareholder, or officer of an organization) with us or any of our affiliates, or any of our executive officers or any of our affiliates’ executive officers. In evaluating the materiality of any such relationship, the Board takes into consideration whether disclosure of the relationship would be required by the proxy rules under the Exchange Act. If disclosure of the relationship is required, the Board must make a determination that the relationship is not material as a prerequisite to finding that the Director or nominee is “independent.”

Board Leadership Structure and Role in Risk Oversight

Leadership Structure

As part of our annual corporate governance and succession planning review, the Nominating & Governance Committee and the Board evaluate our board leadership structure to ensure that the structure in place is appropriate for the Company at the time.

The Company maintains combined ~~the~~ roles of Chairman of the Board and ~~CEO in November 2016.~~CEO. Given our current circumstances and operating strategies, we believe that having a combined Chairman of the Board and CEO is the appropriate structure for our shareholders and our Company. Mr. ~~Masters~~O'Brien serves as our Lead Independent Director. The Company continues to benefit from the leadership experience of our Lead Independent Director, Mr. ~~Masters,~~O'Brien, and the strategic vision of our Chairman, President and CEO, Mr. ~~Kissam.~~Masters.

Our Corporate Governance Guidelines provide for ~~either structure by including~~two structural options: (1) a combined Chairperson of the Board and CEO with a Lead Independent Director, as we currently utilize, or (2) a separate Nonexecutive (Independent) Chair of the Board from CEO. These Corporate Governance Guidelines include a description of the responsibilities for both a ~~Non-executive Chairman~~Nonexecutive (Independent) Chair of the Board and a Lead Independent Director in Annexes B and A thereof, respectively.

Risk Oversight

Our Board ~~has primary responsibility~~exercises overall risk governance at Albemarle, with committees taking the lead in discrete areas of risk oversight within their areas of responsibility. Each of the committees regularly reports to the Board on risk management matters.

•The Audit & Finance Committee is primarily responsible for risk oversight ~~with general~~relating to financial statement integrity, cybersecurity, and ERM (as defined below).

•The Executive Compensation Committee is primarily responsible for risk oversight ~~delegated~~related to human resources and potential risks relating to our employee (including executive) compensation programs. See the “Compensation Risk Assessment,” on page 26.

•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.

Management presents to the Audit & Finance ~~Committee. To assist~~Committee its view of the ~~Board and~~principal risks facing Albemarle identified through the ~~Audit & Finance Committee with that responsibility, management~~Company's established an Enterprise Risk Management (“ERM”) process ~~that~~at least once a year. The ERM process is led by the Chief Financial Officer (“CFO”) and our Vice President, Audit & Risk Management, and managed by the Company’s ERM Committee, with cross functional representation by senior Company leaders worldwide. The ERM Committee meets regularly to identify, discuss and assess Company-wide risks and develop action plans to mitigate those risks categorized as having the largest potential financial, reputational, and/or health, safety, or environmental impacts – all of which are included in an annual report. The CFO and Vice President, Audit & Risk Management regularly report to the Audit & Finance Committee, generally highlighting those risks identified as the most significant, reviewing the Company’s methods of risk assessment and risk mitigation strategies, and updating the Audit & Finance Committee on issues the ERM Committee has identified as possible emerging risks.

~~The Audit & Finance Committee reports to the full Board on risk oversight, among other matters.~~ Additionally, the Board receives a copy of the annual ERM report ~~presented by the Vice President, Audit & Risk Management to the Audit & Finance Committee in which the Company identifies its risk areas~~ and ~~oversight responsibility. The Board also~~ engages in periodic discussions with the CFO, Chief Compliance Officer, and other members of the ERM Committee, as appropriate.

While the Audit & Finance Committee is responsible for, among other matters, general ERM, the full Board and each of the other standing Board committees consider risks within their area of responsibility. The Board oversees corporate strategy, business development, capital structure, market exposure, intellectual property, legal, and country-specific risks. The Executive Compensation Committee considers human resources risks and potential risks relating to our employee (including executive) compensation programs. See the “~~Compensation Risk Assessment,~~” beginning on page 25. The Nominating & Governance Committee considers governance risks. The Health, Safety & Environment Committee considers the effectiveness of our health, safety, and environmental protection programs and initiatives. The Health, Safety & Environment Committee also assists the Board with oversight of matters related to the enhancement of our global reputation, our corporate social responsibility, and the stewardship and sustainability of our products and operations. Each of the committees regularly reports to the Board.

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at the committee level, with ultimate oversight by the ~~full~~ Board.

Sustainability Oversight and ESG Matters

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 & Environment Committee monitoring progress on sustainability initiatives on a quarterly basis. Each of the Board committees regularly reports to the Board on sustainability matters.

Health, Safety & Environment

Audit & Finance

Executive Compensation

Energy & Greenhouse Gases

Natural Resource

Water

Management

Resource Stewardship

Waste

Safety

People, Workplace

Diversity, Equity & Inclusion

& Community

Investment in Talent

Community & Stakeholder Engagement

Value Chain Excellence

Sustainable

Product & Process Innovation

Shareholder Value

Business & Financial Resilience

Business Ethics & Regulatory Compliance

Director Retirement Policy

Our Corporate Governance Guidelines provide that in general, a non-employee ~~director~~Director should not stand for re-election in the year in which ~~he or she reaches~~they reach 72 years of age, although the Board shall have the authority to grant exceptions to this limitation on a case-by-case basis. ~~Three~~None of our ~~directors, Mr. Hernandez, Mr. Maine, and Ms. Taggart,~~current Directors attained or will attain the age of 72 in ~~2020, and, accordingly are not standing for re-election at this annual meeting. In anticipation of these retirements, the Board appointed Mses. Minor and Van Deursen in July 2019.~~

2022.

Meetings of ~~Non-Management~~Non-Employee Directors

Executive sessions of the ~~non-management~~non-employee members of the Board were held regularly in conjunction with scheduled meetings of the ~~full~~ Board during ~~2019.~~2021. Mr. ~~Masters,~~O'Brien, in his role as Lead Independent Director, presided at the executive sessions of the ~~non-management~~non-employee Directors held during the year. Shareholders and other interested persons may contact the Chair of the Nominating & Governance Committee or the ~~non-management~~non-employee members of the Board as a group through the method described in “Questions and Answers about this Proxy Statement and the Annual Meeting — How do I communicate with the Board of Directors?,”" on page ~~66.~~71.

Director Continuing Education

We encourage Directors to attend periodic director continuing education programs. Typically, director education programs focus on issues and trends affecting directors of publicly-held companies. We reimburse our Directors for tuition and expenses associated with attending these programs.

Attendance at Annual Meeting

We anticipate all Directors will attend the annual meeting of shareholders each year. All incumbent Directors, except Mr. Cramer who joined the Board in February 2022, attended our ~~2019~~2021 annual meeting of shareholders, except Mr. Seavers who had an unavoidable conflict. Mses. Minor and Van Deursen were appointed to our Board after our 2019 annual meeting of shareholders and first stand for election by our stockholders at this our 2020 annual meeting.shareholders.

Board Meetings

The Board meets during the year to review significant developments affecting us and to act on matters requiring ~~Board’s~~the Board's approval, and may hold special meetings between scheduled meetings when appropriate. During ~~2019,~~2021, the Board held 6a total of 12 meetings.

Committees of the Board of Directors; Assignments and Meetings

The Board maintains five ~~standing "Committees" as follows: Audit~~"standing committees:" Audit & Finance; Executive Compensation; Nominating & Governance; Health, Safety & ~~Environment,~~Environment; and Capital Investment. In addition, the Board maintains an Executive Committee, composed of Messrs. ~~Masters~~O'Brien and ~~Kissam. Additionally, the~~Masters. The Board determined that all members of the standing ~~Committees~~committees are “independent” within the meaning of the listing standards of the NYSE and the independence standards of our Corporate Governance Guidelines. See “Director Independence” on page ~~42.~~40.

The following table lists committee assignments of each current Director as of the March ~~9, 2020~~8, 2022 record date and the number of times each committee met during ~~2019.~~2021. Each of the Directors attended at least 75% of the total number of Board meetings and meetings of the committees of the Board ~~of Directors~~ on which the Director served in 2019, except Ms. Van Deursen who was appointed to the Board of Directors and certain committees of the Board in July of 2019 and had a pre-existing conflict for our October Board meetings and meetings of the committees of the Board of Directors causing her to miss one Board meeting, one Executive Compensation Committee meeting, and one Health, Safety & Environment Committee meeting, resulting in a 57% attendance rate.2021.

Audit &
Finance
Committee
Executive
Compensation
Committee
Nominating &
Governance
Committee
Health, Safety &
Environment
Committee
Capital Investment Committee
Management Director
Luther C. Kissam IV
Independent Directors
M. Laurie Brlas ¨ l
William H. Hernandez⁽¹⁾
l ¨
Douglas L. Maine⁽¹⁾
¨ ¨
J. Kent Masters ¨ ¨
Glenda J. Minor⁽²⁾
¨ ¨
James J. O’Brien ¨ l
Diarmuid B. O'Connell ¨ ¨
Dean L. Seavers ¨ ¨
Gerald A. Steiner ¨ l
Harriett Tee Taggart⁽¹⁾
¨ ¨
Holly Van Deursen⁽³⁾
¨ ¨
Alejandro D. Wolff l ¨
Number of Meetings in 2019 7 5 5 4 5

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

☐

Ralf H. Cramer(1)

☐

Glenda J. Minor

☐

James J. O’Brien

☐

Diarmuid B. O'Connell

☐

Dean L. Seavers

☐

Gerald A. Steiner

☐

Holly A. Van Deursen

☐

Alejandro D. Wolff

☐

Number of Meetings in 2021



l	Chair	o☐	Member


~~(1)~~	~~Attained or will attain the age of 72 in 2020, not standing for re-election in 2020.~~


~~(2)~~	~~Ms. Minor joined the Board and applicable committees in July 2019.~~


~~(3)~~	~~Ms. Van Deursen joined the Board and applicable committees in July 2019.~~

(1)Mr. Cramer joined the Board and applicable committees in February 2022.

Audit & Finance Committee

The Audit & Finance Committee is a separately designated standing committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The duties of the Audit & Finance Committee are set forth

in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Corporate Governance/Governance Documents).

The Audit & Finance Committee's primary role is to oversee the integrity of the financial information reported by the Company. The Audit & Finance Committee appoints the Company's independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit & Finance Committee also meets with management, the Company’s independent registered public accounting firm, and the internal audit staff to review audit and non-audit results, as well as financial, accounting, compliance, and internal control matters. In addition, the Board has delegated oversight of the Company’s enterprise risk management program and compliance and ethics program to the Audit & Finance Committee.

The Audit & Finance Committee also exercises oversight of information security matters and cybersecurity. The Company conducts an annual cyber assessment using the NIST Cybersecurity Framework, and this assessment is routinely conducted by an independent cybersecurity firm. Our last such independent assessment was conducted by Protiviti Inc., a wholly owned subsidiary of Robert Half International Inc., in October, 2021. In addition, information security training is conducted as part of our compliance program and the Company has procured an information security insurance policy. Our Chief Information Officer and Chief Information Security Officer update the Board at least annually on these and other related matters.

The Board of Directors has determined that all Audit & Finance Committee members, as required by SEC regulations and NYSE rules, are financially literate, and the Board of Directors has determined that each of Mses. Brlas and Minor and ~~Messrs. Hernandez, Maine, 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,” ~~beginning~~ on page 63.

Executive Compensation Committee

The duties of the Executive Compensation Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Corporate Governance/Governance Documents).

The Executive Compensation Committee’s primary role is to develop and oversee the implementation of our philosophy with respect to the compensation of our executive officers and other key employees, including the named executive officers listed in this Proxy Statement. The Executive Compensation Committee has the overall responsibility of evaluating the performance (and determining the compensation) of the CEO and approving the compensation structure for senior management and other key employees.

The Executive Compensation Committee also approves cash incentive awards and compensation packages of certain executive-level personnel and may grant stock options, stock appreciation rights, performance units, restricted stock, restricted stock units, and cash incentive awards under the Plan. In addition, the Chief Human Resources Officer annually reports to the Executive Compensation Committee on the results of the Company's workforce analysis, including headcount, turnover, workforce diversity, and pay equity.

The Executive Compensation Committee reviews and approves the performance, compensation, and annual performance goals of the CEO with input from all independent Directors and the CEO’s self-evaluation. The Executive Compensation Committee approves the compensation of the other named executive officers based upon the evaluation and recommendation of the CEO. The Executive Compensation Committee periodically meets with members of senior management in order to assess progress toward meeting long-term objectives. The Executive Compensation Committee reports regularly to the Board of Directors on matters relating to the Executive Compensation Committee’s responsibilities.

In addition, the Executive Compensation Committee follows regulatory and legislative developments and considers corporate governance best practices in performing its duties. For additional information with respect to the Executive Compensation Committee, please see “Compensation Discussion and Analysis” beginning on page 3.

In performing its responsibilities with respect to executive compensation decisions, the Executive Compensation Committee receives information and support from the Company’s Human Resources Department and has retained Pearl Meyer as ~~the Executive Compensation Committee’s~~its outside independent compensation consulting firm. Pearl Meyer is a nationally recognized executive compensation consultant and the Executive Compensation Committee has retained it to provide information concerning compensation paid by competitors and members of our Peer Group and to assist in designing executive compensation plans. No member of the Executive Compensation Committee or the management of the Company is, or has been, affiliated with Pearl Meyer. For additional information with respect to the Executive Compensation Committee and Pearl Meyer, please see “Compensation Discussion and Analysis” beginning on page 3.

Independence of the Executive Compensation Consultant

The Executive Compensation Committee has concluded that its compensation consultant, Pearl Meyer, is independent and does not have a conflict of interest in its engagement by the Executive Compensation Committee. In making this conclusion, the Executive Compensation Committee considered the following factors confirmed to the Executive Compensation Committee by the compensation consultant:

•In ~~2019,~~2021, Pearl Meyer provided compensation advisory services only to the Executive Compensation Committee and the Nominating & Governance Committee;

•The ratio of Pearl Meyer’s fees from the Company to Pearl Meyer’s total revenue over the last 12 months is less than 1%;

•Pearl Meyer maintains a conflicts policy to prevent a conflict of interest or any other independence issue;

•None of the individuals on the Pearl Meyer team assigned to the Company has any business or personal relationship with members of the Executive Compensation Committee outside the engagement;

•Neither the individuals on the Pearl Meyer team assigned to the Company, nor to our knowledge, Pearl Meyer, has any business or personal relationship with any of our executive officers outside the engagement; and

•None of the individuals on the Pearl Meyer team assigned to the engagement maintains any direct individual position in our stock.

Executive Compensation Committee Interlocks and Insider Participation

No member of the Executive Compensation Committee was at any time an officer or employee of the Company, nor is any member of the Executive Compensation Committee related to any other member of the Executive Compensation Committee, any other member of the Board of Directors, or any executive officer of the Company. No executive officer of the Company served as a Director or member of the compensation committee of another entity, one of whose executive officers is a member of the Company’s Executive Compensation Committee.

Nominating & Governance Committee

The duties of the Nominating & Governance Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Corporate Governance/Governance Documents).

The Nominating & Governance Committee assists the Board of Directors on all matters relating to the selection, qualification, duties, and compensation of members of the Board of Directors, as well as the annual evaluation of the Board of Directors’ performance and processes. The Nominating & Governance Committee also assists the Board of Directors with oversight of corporate governance.

The Nominating & Governance Committee identifies Director candidates through recommendations made by members of the Board of Directors, management, shareholders, and others, including professional search firms.

Director Candidate Recommendations and Nominations by Shareholders

Shareholders should submit any director candidate recommendations to the Nominating & Governance Committee through the method described in “Questions and Answers About This Proxy Statement and the Annual Meeting”“ — How do I communicate with the Board of Directors?” on page 71. In addition, in accordance with our Bylaws, any shareholder entitled to vote for the election of ~~Directors~~directors may nominate persons for election to the Board of Directors if such shareholder complies with the procedures set forth in our Bylaws and summarized in “Shareholder Proposals” on page 72. Copies of our Bylaws are available at no charge in the Company’s public filings with the SEC or from the Secretary of the Company.

Nominating & Governance Committee Process for Identifying and Evaluating Director Candidates

The Nominating & Governance Committee identifies and evaluates all ~~Director~~director candidates in accordance with the ~~Director~~director qualification standards described in the Corporate Governance Guidelines. The Board of Directors as a whole is constituted to be strong in its diversity and collective knowledge of accounting and ~~finance,~~finance; management and ~~leadership,~~leadership; vision and ~~strategy,~~strategy; business ~~operations,~~operations; business ~~judgment,~~judgment; crisis ~~management,~~management; risk ~~assessment,~~assessment; industry ~~knowledge,~~knowledge; corporate ~~governance,~~governance; environment, social impact, and sustainability; and global markets. The Nominating & Governance Committee reviews its effectiveness in balancing these considerations through its ongoing consideration of Directors and nominees, as well as the Nominating & Governance Committee’s annual self-evaluation process.

The Nominating & Governance Committee evaluates a candidate’s qualifications to serve as a member of the Board of Directors based on the background and expertise of individual members of the Board of Directors as well as the background and expertise of the Board of Directors as a whole. The Nominating & Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board of Directors; the balance of management and independent Directors; diversity in gender, race, ethnicity, background, and experiences; the need for Audit & Finance Committee expertise; and the evaluation of other prospective nominees. The Nominating & Governance Committee is committed to including in each director search qualified candidates who reflect a diversity of backgrounds, including diversity of gender and ~~ethnicity.~~

race.

In addition, the Nominating & Governance Committee will evaluate a candidate’s background and expertise in the context of the ~~Board of Directors’~~Board’s needs. The Nominating & Governance Committee maintains a list of general criteria for the nomination of Director candidates, which incorporates the skills, qualities, and experiences deemed most important to the successful governance of the Company. The Nominating & Governance Committee periodically reviews this list to determine if there are new skills, qualities, and/or experiences that ~~ought to~~should be considered. At the same time, it evaluates the skills and performance of

existing Directors to assess the future needs of the Board of Directors (upon the retirement of Directors or otherwise). When particular needs are identified, a search is initiated with sufficient time for adequate research and deliberation.

When considering a Director standing for re-election, in addition to the attributes described above, the Nominating & Governance Committee also considers that individual’s past contribution and future commitment to the Company. The Nominating & Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not restrict itself by establishing minimum qualifications or attributes. The Nominating & Governance Committee is committed to effective succession planning and refreshment for our Board of Directors, including having honest and difficult conversations with existing Directors as may be deemed necessary.

After completing potential Director nominees’ evaluations, the Nominating & Governance Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors, and the Board of Directors determines the nominees after considering the recommendation of the Nominating & Governance Committee. There is no difference in the manner by which the Nominating & Governance Committee evaluates prospective nominees for Directors based upon the source from which the individual was first identified, including whether a candidate is recommended by a shareholder.

At this Annual Meeting you will be asked to elect ten Directors, one of whom is a non-employee Director appointed to fill the vacancy created when former Director Luther C. Kissam, IV chose not to stand for reelection at the 2021 annual meeting. In ~~addition, in 2017,~~accordance with the ~~Board adopted amendments to our~~above described process, the Nominating and Governance Committee identified Director candidates through references from Directors, management, and an outside search firm. Ralf H. Cramer was identified through an outside search firm.

Our Bylaws ~~to implement~~provide for proxy access. A shareholder, or group of up to 20 shareholders, that has owned continuously for at least three years shares of Albemarle stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in our Bylaws.

The Nominating & Governance Committee did not receive any Board of Director candidate recommendations from any shareholders in connection with the ~~2020~~ Annual Meeting.

Health, Safety & Environment Committee

The duties of the Health, Safety & Environment Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Corporate Governance/Governance Documents).

The Health, Safety & Environment Committee assists the Board of Directors in fulfilling its oversight responsibilities in assessing the effectiveness of our health, safety, and environmental programs and initiatives, including our progress toward the enhancement of our global reputation, responsible corporate stewardship, our corporate social responsibility, and the ~~stewardship and~~ sustainability of our products and operations.

Among other things, the Health, Safety & Environment Committee is responsible for reviewing and overseeing:

•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.

In addition, the Board has delegated oversight of the annual and long-term goals for the Company’s health, environment, safety, and emissions targets and sustainability initiatives, including quarterly status reports on efforts to attain those goals, to the Health, Safety & Environment Committee.

Capital Investment Committee

The duties of the Capital Investment Committee are ~~further~~ set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Corporate Governance/Governance Documents).

The Capital Investment Committee assists the Board with oversight of management's execution of major capital expenditure projects in support of the Company's strategic plans. ~~This committee~~The Capital Investment Committee is responsible for, among other matters, advising and informing the Board on the critical path and costs for capital projects, as well as risk oversight and making recommendations to the Board with respect to new major capital expenditures.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors has adopted a written ~~related person transaction policy~~Related Person Transaction Policy that governs the review, approval or ratification of covered related person transactions. The Audit & Finance Committee manages this policy. The policy generally provides that we may enter into a related person transaction only if the Audit & Finance Committee or the disinterested members of the Board of Directors approves or ratifies such transaction in accordance with the guidelines set forth in the policy, if the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders, and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, or if the transaction involves compensation approved by our Executive Compensation Committee.

In the event our management determines to recommend a related person transaction, such transaction must be presented to the Audit & Finance Committee for approval. After review, the Audit & Finance Committee will approve or disapprove such transaction and at each subsequently scheduled Audit & Finance Committee meeting our management will update the Audit & Finance Committee as to any material change to the proposed related person transaction. In those instances in which our General Counsel, in consultation with our CEO or the CFO, determines that it is not practicable or desirable for us to wait until the next Audit & Finance Committee meeting to review a proposed related person transaction, the Chair of the Audit & Finance Committee has been delegated authority to act on behalf of the Audit & Finance ~~Committee.~~Committee with respect to the review and approval of such proposed transaction. The Audit & Finance Committee (or its Chair) approves only those related person transactions that it determines in good faith to be in, or not inconsistent with, our best interests and the best interests of our shareholders and which is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.

To the extent that the Board of Directors has approved a standing resolution with respect to the repurchase of outstanding shares of Common Stock, the Audit & Finance Committee has pre-approved the repurchase of shares of Common Stock from related persons, provided that such repurchase is in compliance with such standing resolution and the terms offered to the related persons are no less favorable to us than those that could be obtained in arm’s length dealings with an unrelated third party.

For purposes of this policy, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which we were, are, or will be a participant and the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect interest. For purposes of determining whether a transaction is a related person transaction, the Audit & Finance Committee may rely upon Item 404 of Regulation S‑K.

A “related person” is (i) any person who is, or at any time since the beginning of our last fiscal year was, a Director or executive officer of the Company or a nominee to become a Director, (ii) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities, (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Director, executive officer, nominee, or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such Director, executive officer, nominee, or more than 5% beneficial owner, or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

The Audit & Finance Committee was not presented with, and the Company did not participate in, any related person transactions ~~in 2019.~~

since the beginning of 2021, and no such related person transactions are currently proposed.

DIRECTOR COMPENSATION

~~In 2019,~~Annual Compensation

Our non-employee Directors ~~received an annual retainer fee that was paid quarterly and an additional amount of cash compensation based on their service as Non-executive Chairman of~~receive the ~~Board or Lead Independent Director or chairperson of a Committee (prorated for less than full year service, if applicable). The amounts payable with respect to each of such roles were the following:~~

following compensation:



COMPENSATION		~~Annually~~ANNUALLY
Annual Cash Retainer		$100,000
Annual Equity Grant of Restricted Common Stock		$130,000
Additional Cash Fees:
Lead Independent Director or Non-Executive Chairman of the Board, as applicable		$50,000
~~Director Retainer Fee~~		~~$100,000~~
Audit & Finance Committee Chair ~~Fee~~	$20,000
Capital Investment Committee Chair		$10,000
Executive Compensation Committee Chair ~~Fee~~		$15,000
Health, Safety & Environment Committee Chair ~~Fee~~		$10,000
Nominating & Governance Committee Chair ~~Fee~~		$10,000

~~In addition,~~We pay the annual cash retainer fee and any applicable additional cash fees to our non-employee Directors in equal quarterly installments. The portion of cash compensation for a non-employee Director who has a partial quarter of service (due to joining the Board, or beginning service in a Board leadership role, during the quarter) is pro-rated. We do not pay meeting fees or additional compensation to Directors for special meetings.

We make the annual equity grant of restricted common stock to our non-employee Directors in accordance with the 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation (the “2013 Directors Plan”)~~, non-employee Directors received~~. The number of shares of ~~Common Stock equal to~~common stock awarded is calculated by dividing the ~~amount of~~ $130,000 ~~divided~~annual equity retainer by the closing price ~~per share~~ of ~~Common Stock on July 1, 2019, which was $70.33. The number of shares granted was rounded up to~~ the nearest 25-share increment. We also reimbursed each of our non-employee Directors for reasonable travel expenses incurred in connection with attending Board of Directors and Committee meetings. Mr. Kissam was not paid separately for his serviceCompany’s common stock on the ~~Board~~date of ~~Directors.~~

The following table presents information relating to total compensation of the Directors for the fiscal year ended December 31, 2019, excluding Mr. Kissam who does not receive compensation from the Company in his capacity as a Director.

Name
Cash Compensation⁽¹⁾
Stock Awards⁽²⁾
Total
Mary Lauren Brlas $ 110,000
$ 130,111
$ 240,111
William H. Hernandez⁽³⁾
$ 120,000
$ 130,111
$ 250,111
Douglas L. Maine⁽³⁾
$ 100,000
$ 130,111
$ 230,111
J. Kent Masters $ 150,000
$ 130,111
$ 280,111
Glenda J. Minor $ 44,022
$ 123,057
$ 167,079
James J. O'Brien $ 110,000
$ 130,111
$ 240,111
Diarmuid B. O'Connell $ 100,000
$ 130,111
$ 230,111
Dean L. Seavers $ 100,000
$ 130,111
$ 230,111
Gerald A. Steiner $ 110,000
$ 130,111
$ 240,111
Harriett Tee Taggart⁽³⁾
$ 100,000
$ 130,111
$ 230,111
Holly A. Van Deursen $ 44,022
$ 123,057
$ 167,079
Alejandro Wolff $ 115,000
$ 130,111
$ 245,111


~~(1)~~	~~Amounts shown include fees that have been deferred at the election of the Director under the 2013 Directors Plan and, as applicable, its predecessor deferred compensation plans.~~


~~(2)~~	~~Amounts shown represent the aggregate~~ grant date fair value of stock awards recognized in fiscal year 2019 in accordance with FASB ASC Topic 718. On July 1, 2019, each then serving non-employee Director received 1,850 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 $130,000 divided by the closing price per share of Common Stock on July 1, 2019, which was $70.33, rounded up to the nearest 25-share increment. In addition, directors Minor and Van Deursen, who joined the Board on July 23, 2019, received 1,650 shares of Common Stock for service as a director in the remaining 2019 compensation year. Each of Minor and Van Deursen received shares of Common Stock equal to $130,000, prorated for the remaining 2019 compensation year (93.99%) divided by the closing price per share of Common Stock on July 23, 2019, which was $74.58, and roundedrounding up to the nearest 25-share increment. The ~~amounts set forth above reflect our accounting expense~~annual equity grant of restricted common stock is made on the first trade day of July and vests as of the following July 1, except, with respect to a non-employee Director who (i) does not stand for ~~these awards and do~~reelection for the following compensation year, pursuant to meeting the Company’s retirement guidelines, at the time of the annual meeting when the Director effectively retires, or (ii) elects not ~~correspond~~to stand for reelection for the following compensation year, at the annual meeting, when their term as a Director effectively ends. Vesting is subject to the ~~actual value that will be recognized by each of the~~ non-employee ~~Directors. All shares granted pursuant to the 2013 Directors Plan vest the July 1st next following the~~Director’s continued service on our Board through such vesting date. The equity grant ~~date.~~


~~(3)~~	~~Attained or will attain the age of 72 in 2020, not standing for re-election in 2020.~~

~~2013 Directors Plan~~

~~The 2013 Directors Plan provides~~amount for ~~the grant of shares of Common Stock to each~~a non-employee Director ~~(each,~~who has a ~~“participant”)~~partial year of service (due to joining the Company. In the event of a change in capital, shares of capital stock or any special distribution to our shareholders, the administrator of the 2013 Directors Plan will make equitable adjustments in the number of shares of Common Stock that have been, or thereafter may be, granted to participants. The maximum aggregate number of shares of Common Stock that may be issued under the 2013 Directors Plan is 500,000 shares.

Our General Counsel administers the 2013 Directors Plan, interpreting all provisions of the 2013 Directors Plan, establishing administrative regulations to further the purpose of the 2013 Directors Plan and taking any other action necessary for the proper operation of the 2013 Directors Plan. The Company has discretionary authority to increase the amount of shares of Common Stock issued to each participantBoard during the ~~compensation year, subject to a $150,000 limitation on the value of the shares to be issued to any participant in any compensation year.~~year) is pro-rated.

Our General Counsel may amend, suspend or terminate the 2013 Directors Plan, but no such amendment can (i) increase the number of shares of Common Stock that may be granted to any participant (except as described above) or (ii) increase the total number of shares of Common Stock that may be granted under the 2013 Directors Plan. Any amendment of the 2013 Directors Plan must comply with applicable rules of the NYSE.

Deferred Compensation

Under the 2013 Directors Plan, non-employee Directors may defer, in 10% increments, all or part of their cash retainer fee and/or chair fees into a deferred cash account and may defer, in 10% increments, all or part of their stock compensation into a deferred phantom stock account. Fees deferred, in whole or in part, into a phantom stock account are recorded by the Company as phantom shares. Deferred cash accounts and phantom stock accounts are unfunded and maintained for record-keeping purposes only.

Distributions under the 2013 Directors Plan will generally be paid in a lump sum unless the participant specifies installment payments over a period up to ten years. Deferred cash account amounts are paid in the form of cash and deferred phantom stock account amounts are paid in whole shares of ~~Common Stock.~~common stock. Unless otherwise elected by the participant as permitted under the 2013 Directors Plan, distributions will begin on February 15 in the year following the earlier of the participant’s turning 65 years

old or ending ~~his or her~~their tenure as a Company non-employee Director. For ~~2019, Messrs.~~2021, Mr. O’Brien and ~~Wolff~~Mses. Minor and Van Deursen each elected to defer all of their stock compensation into their respective deferred phantom stock ~~accounts.~~

accounts, and Ms. Van Deursen elected to defer 100% of her cash compensation into her deferred cash account.

2013 Directors Plan

~~STOCK OWNERSHIP~~The 2013 Directors Plan provides for the grant of shares of Common Stock to each non-employee Director (each, a “participant”) of the Company. In the event of a change in capital, changes in shares of capital stock or any special distribution to our shareholders, the administrator of the 2013 Directors Plan will make equitable adjustments in the number of shares of Common Stock that have been, or thereafter may be, granted to participants. The maximum aggregate number of shares of Common Stock that may be issued under the 2013 Directors Plan is 500,000 shares.

Our General Counsel administers the 2013 Directors Plan, interpreting all provisions of the 2013 Directors Plan, establishing administrative regulations to further the purpose of the 2013 Directors Plan and taking any other action necessary for the proper operation of the 2013 Directors Plan. The Company has discretionary authority to increase the amount of shares of Common Stock issued to each participant during the compensation year, subject to a $150,000 limitation on the value of the shares to be issued to any participant in any compensation year.

~~Principal Shareholders~~Our General Counsel may amend, suspend or terminate the 2013 Directors Plan, but no such amendment can (i) increase the number of shares of Common Stock that may be granted to any participant (except as described above) or (ii) increase the total number of shares of Common Stock that may be granted under the 2013 Directors Plan. Any amendment of the 2013 Directors Plan must comply with applicable rules of the NYSE.

Other Benefits and Perquisites

Non-employee Directors are eligible for certain other benefits and perquisites as follows. The cost of such other benefits and perquisites are included as other compensation in our Director Compensation Table if such disclosure is required by, or exceeds the threshold specified under, SEC rules.

•Matching Gifts Program: The Albemarle Foundation will make matching donations for qualified charitable contributions for any non-employee Director up to a total of $2,500 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

The following table ~~lists any person (including any “group”~~presents information relating to the compensation earned by our non-employee Directors who served during the fiscal year ended December 31, 2021. Mr. Masters, as an employee Director, does not receive compensation from the Company in his capacity as a Director.


Director Compensation Table
Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Mary Lauren Brlas	$	120,000	$	133,323	$	—	$	253,323
Ralf H. Cramer(4)	$	—	$	—	$	—	$	—
Luther C. Kissam IV(5)	$	50,000	$	—	$	—	$	50,000
Glenda J. Minor	$	100,000	$	133,323	$	—	$	233,323
James J. O'Brien	$	160,000	$	133,323	$	2,500	$	295,823
Diarmuid B. O'Connell	$	100,000	$	133,323	$	—	$	233,323
Dean L. Seavers	$	110,000	$	133,323	$	—	$	243,323
Gerald A. Steiner	$	110,000	$	133,323	$	—	$	243,323
Holly A. Van Deursen	$	100,000	$	133,323	$	1,000	$	234,323
Alejandro D. Wolff	$	115,000	$	133,323	$	—	$	248,323

(1)Amounts shown include fees that ~~term is used in Section 13(d)(3)~~have been deferred at the election of the ~~Exchange Act) who, to our knowledge, was~~non-employee Director under the ~~beneficial owner,~~2013 Directors Plan and, as applicable, its predecessor deferred compensation plans.

(2)Amounts shown represent the aggregate grant date fair value of ~~March 9, 2020, of more than 5% of the issued and outstanding~~stock awards recognized in fiscal year 2021 in accordance with FASB ASC Topic 718. On July 1, 2021, each then serving non-employee Director received 775 shares ~~of our common stock.~~

Name and Address of Beneficial Owners
Number of
Shares
Percent of Class*
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 12,882,430 (1) 12.1 %
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403 9,345,879 (2) 8.8 %
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055 8,795,905 (3) 8.3 %
State Street Corp.
One Lincoln Street
Boston, Massachusetts 02111 7,607,489 (4) 7.2 %


*	~~Calculated based upon 106,318,614 shares of Common Stock outstanding as of March 9, 2020.~~

~~(1)~~

Based solely on the information contained in the Schedule 13G Amendment filed by the Vanguard Group (“Vanguard”) with the SEC on February 11, 2020. The report states that Vanguard has sole voting power over 154,236 shares of common stock, shared voting power over 32,318 shares of common stock, sole dispositive power over 12,701,534 shares of common stock and shared dispositive power over 180,896 shares of common stock.

~~(2)~~

Based solely on the information contained in the Schedule 13G Amendment filed jointly by Franklin Resources Inc. (“Franklin Resources”), Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisors, Inc. with the SEC on February 4, 2020. The report states that Franklin Resources has sole voting and sole dispositive power over 8,518,827 shares of common stock. The shares of common stock are beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries of Franklin Resources.


~~(3)~~	Based solely on the information contained in the Schedule 13G Amendment filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 5, 2020. The report states that BlackRock has sole voting power over 7,848,408 shares of common stock and sole dispositive power over 8,795,905 shares of common stock.


~~(4)~~	Based solely on the information contained in the Schedule 13G filed by State Street Corp. (“State Street”) with the SEC on February 13, 2020. The report states that State Street has aggregate beneficial ownership of 7,607,489 shares of common stock, including shared voting power over 7,092,526 shares of common stock and shared dispositive power over 7,469,623 shares of common stock.

~~Directors and Executive Officers~~

~~The following table sets forth as of March 9, 2020, the beneficial ownership~~ 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 $130,000 divided by the closing price per share of Common Stock on July 1, 2021, which was $172.03, rounded up to the nearest 25-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 ~~Director~~ of the ~~Company, the named executive officers listed in the Summary Compensation Table, and all Directors and named executive officers of the Company as a group. The business address for matters related~~non-employee Directors. Shares granted pursuant to the ~~Company~~2013 Directors Plan vest (i) the July 1st next following the grant date for ~~each~~non-employee Directors who completed their term of ~~our~~service or (ii) on the completion of their term of service for non-employee Directors ~~Director nominees~~not standing for reelection at the annual meeting.

(3)Represents matching donations for qualified charitable contributions.

(4)Mr. Cramer joined the Board in February 2022 and ~~named executive officers is 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209.~~did not receive any compensation for 2021.

(5)Mr. Kissam did not stand for reelection at the 2021 annual meeting and received partial-year compensation.

Name of Beneficial Owner or Number of Persons in the Group
Number of Shares Beneficially
Owned⁽¹⁾
% of Class
Phantom Shares Without
Voting or Investment Power⁽²⁾
Mary Lauren Brlas 4,400
* —
Raphael G. Crawford 34,071
(3) * —
William H. Hernandez 1,850
* 12,439
Luther C. Kissam IV 756,243
(4) * 2,816
Netha N. Johnson 2,326
* —
Douglas L. Maine 28,550
* —
J. Kent Masters 17,054
* —
Glenda J. Minor 1,650
* —
Karen G. Narwold 115,398
(5) * 226
James J. O’Brien 2,082
* 12,188
Diarmuid B. O'Connell 3,450
* —
Dean L. Seavers 3,450
* —
Gerald A. Steiner 4,000
* 8,331
Harriett Tee Taggart 13,686
(6) * —
Scott A. Tozier 135,267
(7) * 255
Holly A. Van Deursen 1,650
* —
Alejandro Wolff 6,486
* 2,208
Directors and executive officers as a group (21 persons) 1,142,890
1.07% 39,563


*	Indicates beneficial ownership of less than 1% of Common Stock. Calculated based upon 106,318,614 shares of Common Stock outstanding as of March 9, 2020 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 9, 2020: Mr. Kissam:420,393 shares; Mr. Tozier: 80,148 shares; Ms. Narwold: 73,429 shares; and Mr. Crawford: 23,918 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)~~	~~Includes 40 shares held in the Albemarle Savings Plan.~~


~~(4)~~	~~Includes 8,420 shares held in the Albemarle Savings Plan.~~


~~(5)~~	~~Includes 540 shares held in the Albemarle Savings Plan.~~


~~(6)~~	~~Shares held jointly with spouse.~~


~~(7)~~	~~Includes 1,591 shares held in the Albemarle Savings Plan.~~

STOCK OWNERSHIP

Stock Ownership Guidelines

ToWe maintain stock ownership guidelines to further align the interests of our Directors and officers with our ~~shareholders, the Company also has stock ownership guidelines that require the retention of our shares. Officers~~shareholders. Directors and officers are expected to achieve ownership in the amounts set forth in the table below within five years of being appointed to the relevant role.

Each non-employee Director and NEO was in compliance with these requirements as of the record date, March 8, 2022.



~~Name~~Position			~~Guideline~~Target Value
~~CEO~~Non-Employee Directors			5x annual cash retainer
Chief Executive Officer			6x base salary
~~CFO~~Chief Financial Officer			4x base salary
Other ~~NEOs~~Executive Officers			3x base salary

Non-employee Directors are expected to achieve ownership of an amount equal to 5x their annual cash retainer within five years of being appointed as a Director, which retainer is currently set at $100,000. In order to help ensure robust stock ownership, ~~directors~~Directors and officers will be required to hold at least 50% of the post-tax net shares vesting in any twelve month period until they meet their ~~guideline multiple,~~target value, and will be deemed to be in compliance with the guidelines if they sell no more than that amount.

Our insider trading policy prohibits, among other things, Directors, officers, and employees of the Company from engaging in short sales, put options, or call options; purchasing on margin or holding in margin accounts; pledging, hypothecating, or otherwise encumbering as collateral for indebtedness; or hedging, short selling, or pledging the Company’s shares. In addition, to further align our Directors’ and NEOs’ interests with those of our shareholders, our insider trading policy restricts purchases and sales of our stock by Directors and certain employees, including NEOs, to the 30-day period beginning on the third trading day following an earnings announcement (the day of the announcement constituting the first day) and only after being cleared to trade by our General Counsel or a designee thereof, or in accordance with a previously existing Rule 10b5-1 trading plan that meets applicable SEC requirements.

Principal Shareholders

The following table provides certain information about each person or entity known to us to be the beneficial owner of more than 5% of the issued and outstanding shares of our common stock.


Name and Address of Beneficial Owners	Number of Shares		Percent of Class*
The Vanguard Group
100 Vanguard Boulevard, Malvern, Pennsylvania 19355	13,585,134	(1)	11.6	%
BlackRock, Inc.
55 East 52nd Street, New York, New York 10055	9,121,178	(2)	7.8	%

* 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 117,112,394 shares of common stock outstanding as of the record date, March 8, 2022.

(1)Based solely on the information contained in the Schedule 13G Amendment filed by the Vanguard Group (“Vanguard”) with the SEC on February 9, 2022. The report states that Vanguard has aggregate beneficial ownership of 13,585,134 shares of common stock, including shared voting power over 184,699 shares of common stock, sole dispositive power over 13,115,394 shares of common stock, and shared dispositive power over 469,740 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 1, 2022. The report states that BlackRock has aggregate beneficial ownership of 9,121,178 shares of common stock, including sole voting power over 8,147,459 shares of common stock and sole dispositive power over 9,121,178 shares of common stock.

Directors and Executive Officers

The following table sets forth as of March 8, 2022, the beneficial ownership of common stock by each Director of the Company, the NEOs listed in the Summary Compensation Table, and all Directors and executive officers of the Company as a group.


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)
Mary Lauren Brlas	6,900		*	—
Ralf H. Cramer	250		*	—
Netha N. Johnson	17,852		*	—
J. Kent Masters	15,872		*	—
Glenda J. Minor	3,375		*	777
Karen G. Narwold	77,351	(3)	*	232
Eric W. Norris	25,623		*	—
James J. O’Brien	2,082		*	15,054
Diarmuid B. O'Connell	5,950		*	—
Dean L. Seavers	5,950		*	—
Gerald A. Steiner	6,500		*	8,561
Scott A. Tozier	89,187	(4)	*	261
Holly A. Van Deursen	1,650		*	2,529
Alejandro D. Wolff	9,166		*	3,400
All directors and executive officers as a group (17 persons)	297,794		*	30,815

* Indicates beneficial ownership of less than 1% of Common Stock. Calculated based upon 117,112,394 shares of Common Stock outstanding as of March 8, 2022 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 8, 2022: Mr. Johnson 7,218 shares; Ms. Narwold 58,603 shares; Mr. Norris 7,669 shares; and Mr. Tozier: 25,889 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)Includes 555 shares held in the Albemarle Savings Plan.

(4)Includes 1,634 shares held in the Albemarle Savings Plan.

DELINQUENT SECTION 16(a) REPORTS

Based solely on our review of the forms required by Section 16(a) of the Exchange Act furnished to us, we believe that our ~~directors,~~Directors, officers, and ~~beneficial~~beneficial owners of greater than 10% of Common Stock were compliant with applicable filing requirements in ~~2019, except Mr. Raphael Crawford—President, Catalysts, inadvertently failed to include existing stock holdings on his Form 3 in May 2019 and reported those holdings on a Form 3/A in January 2020.~~

2021.



PROPOSAL 2 – 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 ~~2020~~2022 Annual Meeting to hold office until the ~~2021~~2023 annual meeting of shareholders or, if earlier, the election or appointment of ~~his or her~~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.~~

Of the nominees up for election at this Annual Meeting, two of the non-employee directors were appointed by the Board in July of 2019. In accordance with the previously described process, the Nominating & Governance Committee identified director candidates through references from directors, management, and an outside search firm. Mses. Minor and Van Deursen were identified through an outside search firm.

In February 2020, Luther Kissam, IV, our Chairman, President and Chief Executive Officer, announced that he will retire, effective June 2020. If elected at the Annual Meeting, we anticipate that Mr. Kissam will serve as a director until his retirement date. As previously announced, the Board has appointed a search committee to facilitate an effective transition and consider qualified internal and external candidates to fill Mr. Kissam's role. The Company’s Bylaws provide that any vacancy on the Board may be filled by a majority vote of the directors then in office.nominees.

Proxies will be voted “FOR” the election of the persons named below (or if for any reason such persons are unavailable, for such substitutes as the Board of Directors may designate) as Directors for the ensuing year. The Board of Directors has no reason to believe that any of the nominees will be unavailable. Each nominee who is elected will serve as a Director until his or her successor is elected at our ~~2021~~2023 annual meeting of shareholders or until his or her earlier resignation, replacement, or removal.

Each nominee is listed below with information as of the ~~Record Date~~record date (March ~~9, 2020)~~8, 2022) concerning age, principal occupation, employment, and directorships during the past five years and positions with the Company, if applicable, and the year in which ~~he or she~~they first became a Director of the Company. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to his or her nomination as a Director, in light of the Company’s business and governance structure.

The following table ~~below~~ highlights the qualifications and experience of each member of our Board that contributed to the Board’s determination that each individual is uniquely qualified to serve on the Board. While ~~a dot~~designation on this table indicates competency or experience in the relevant area, this high-level summary is not intended to be an exhaustive list of each nominee’s skills or contributions.

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/Recent Public Company CEO or COO

P&L Experience

Relevant Industry Experience

R&D / Innovation Experience

Manufacturing / Operations Experience

Global / Emerging Markets Experience

Supply Chain and Logistics Experience

IT / Cybersecurity / Technology Capability

Financial Literacy

M&A Experience

Risk Management

Public Company Compliance / Governance

Strategy Development

Public Company Executive Compensation

Leadership Development / Succession Planning

Public / Government Affairs

Diversity, Equity & Inclusion

Natural Resource Management / Environment

Safety / Health

COMPLIANCE

Independent Director

Audit Committee Financial Expert

Total Public Company Boards (including ALB)

Total Audit Committee Service (including ALB)

—

DEMOGRAPHICS

Age

Tenure

DIVERSITY

Gender (Female, Male)

Race (Black, Hispanic, White)

BOARD COMMITTEES (Chair, Member)

Audit & Finance

Capital Investment

Executive Compensation

Health, Safety & Environment

Nominating & Governance

Lead Independent Director

Director Skills Matrix

Albemarle Corporation
Board of Directors
M. Laurie Brlas Luther Kissam J. Kent Masters Glenda Minor James O'Brien Diarmuid O'Connell Dean Seavers Gerald Steiner Holly Van Deursen Alejandro Wolff
KEY COMPETENCIES '
Current or Recent Service as a Public Company CEO or COO Y Y Y N Y N Y N N N
P&L Experience • • • • • • • • •
Relevant Industry Experience • • • • • • • • •
R&D/Innovation Experience • • • • • • • • •
Manufacturing/Operations Experience • • • • • • • •
Global/Emerging Markets Experience • • • • • • • • • •
Supply Chain and Logistics Experience • • • • •
IT/Cybersecurity/Technology Capability • • • • • •
Financial Literacy • • • • • • • • • •
M&A Experience • • • • • • • • • •
Risk Management • • • • • • • • • •
Public Company Compliance/Governance • • • • • • • • • •
Strategy Development • • • • • • • • • •
Public Company Executive Compensation • • • • • •
Leadership Development/Succession Planning • • • • • • • • • •
Public/Government Affairs • • • • • • • • •
BOARD COMPOSITION
Age 62 55 59 63 65 56 59 59 61 63
Tenure (Years) 3 8 5 1 8 2 2 7 1 5
Diversity • • • • •

Director Nominees



M. Lauren Brlas Age: 64 Director since 2017			Skills that align with our strategy:
●	•Operations and finance experience in the natural resources industry brings relevant perspective during time of growth in our Lithium business
●	•Extensive background in financial and governance matters

Experience:
●	~~Former~~ •Executive Vice President and Chief Financial Officer, of Newmont Mining Corporation ~~from September~~(a global gold company and producer of copper, silver, zinc and lead), 2013 ~~until October~~– 2016 ~~(retired December 2016)~~
●	~~Former~~ •Executive Vice President and President Global Operations, Cleveland-Cliffs Inc. (a North American producer of ~~Cliffs Natural Resources~~
~~M. Laurie Brlas~~iron ore and steel products), 2006 – 2013 ~~Age: 62~~ ~~Director since 2017~~	●	~~Former Chairman of the Board of Perrigo Company plc, April 2016 - April 2019; Director from August 2003 - April 2019~~

	Other Public Company Directorships:
	●	~~Director, Exelon~~ •Constellation Energy Corporation ~~since October 2018~~
	●	~~Director, Graphic Packaging since January 2019~~


	~~Skills that align with our strategy:~~
	●	~~Mr. Kissam’s knowledge of the Company and its operations is invaluable to the Board of Directors in evaluating and governing the Company’s future~~
	●	~~Extensive knowledge in the areas of leadership, global operations management, corporate finance, safety, risk oversight, mergers and acquisitions, and corporate governance~~

	~~Experience:~~
	●	~~Chief Executive Officer of the Company since September 2011; retiring in June 2020~~
	●	~~President and Chief Executive Officer of the Company since May 2013~~
~~Luther C. Kissam IV~~(an energy provider), 2022 – current ~~Age: 55~~ ~~Director since 2011~~ ~~Chairman since 2016~~	●	~~President from March 2010 through March 2012~~
	●	~~Former Executive Vice President, Manufacturing, Law and HS&E from May 2009 through March 2010~~
	●	Former Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 through May 2009 and our Vice President, General Counsel and Secretary from October 2003 through December 2007
	●	~~Former Vice President, General Counsel and Secretary of Merisant Co. (manufacturer~~•Autoliv, Inc. (a developer, manufacturer, and marketer of ~~sweetener~~airbags, seatbelts, and ~~consumer food products)~~
	●	~~Assistant General Counsel~~steering wheels), 2020 – current •Graphic Packaging International, Inc. (a global paper-based packaging solutions), 2019 – current •Exelon Corporation (an energy provider), 2018 – 2022 •Perrigo Company plc (a producer of ~~Monsanto Company (provider~~self-care health solutions), 2003 – 2019 •Calpine Corporation (a generator of ~~agricultural products~~electricity from natural gas and ~~solutions)~~

	~~Other Public Company Directorships:~~
	●	~~DuPont de Nemours, since June 2019~~

geothermal resources), 2016 – 2018

Chair, Audit & Finance Committee Member, Capital Investment Committee

Ralf H. Cramer Age: 56 Director since 2022						Skills that align with our strategy: •Executive experience with multinational companies in the automotive industry and manufacturing operations •Extensive knowledge of the global automotive industry •Operational, financial and international leadership experience across different industries and different continents Experience: •Industry Advisor / Consultant, Knowledge Experienced (automotive and industrial consulting), 2018 – current •Senior Consultant, Shenzhen Shentou Investment Co Ltd. (a cross-border M&A consultancy and investment company), 2018 – current •Executive Board Member, Continental AG (develops technologies and services for mobility of people and goods), 2009 – 2017 •President and CEO, Continental China (automotive component manufacturer), 2013 – 2017 •President, Global Division Chassis & Safety, Continental AG, 2008 - 2013 Member, Audit & Finance Committee Member, Health, Safety & Environment Committee
●


J. Kent Masters, Jr. Age: 61 Director since 2015 Chairman since 2020				Skills that align with our strategy: •Significant global business experience in key industries relevant to our large capital projects, such as engineering and construction, power equipment, and industrial gases
●	~~Prior~~ •Lithium industry experience; prior service on the board of directors for Rockwood

Holdings, Inc. Experience:
●	~~Former~~ •Chairman, President and Chief Executive Officer, ofAlbemarle Corporation, 2020 – current •Chief Executive Officer, Foster Wheeler AG a(a global engineering and construction contractor and power equipment ~~supplier (October~~supplier), 2011 ~~to November~~– 2014 ~~when acquired by Amec Plc) when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc~~
~~J. Kent Masters~~ ~~Age: 59~~ ~~Director since 2015~~ ~~Lead Director since 2018~~	●	~~Former member~~•Member of the executive board, of Linde AG ~~a global leader in manufacturing~~(manufacturing and sales of industrial ~~gases, with responsibility for the Americas, Africa and the South Pacific~~
	●	~~Former member of the board of directors of BOC Group, plc, a global industrial gas company, which was acquired by Linde AG in~~gases), 2006

	– 2011 Other ~~directorships:~~
	●	~~QSuper Holdings, Inc. (private environmental services company) 2016 - 2018~~
	●	Public Company Directorships: •Amec Foster Wheeler plc ~~from~~(a consultancy, engineering, and project management company), 2015 to– 2017
			●	~~Prince International Corp. (private producer of engineered additives), 2019 - current~~


Glenda J. Minor Age: 65 Director since 2019				Skills that align with our strategy:
●	•Extensive financial and international leadership experience across different industries and different continents
●	•In-depth understanding of the preparation and analysis of financial statements, experience in capital market transactions, accounting, treasury, investor relations, financial and strategic planning, and business expansion

Experience:
●	•Chief Executive Officer and Principal, of Silket Advisory Services ~~since 2016, a privately owned~~(a private consulting firm advising companies on financial, strategic and operational ~~initiatives~~


~~Glenda J. Minor~~initiatives), 2016 – current ~~Age: 63~~ ~~Director since 2019~~	●	•Senior Vice President and Chief Financial Officer, of Evraz North America Limited (a North American steel manufacturer), 2010 – 2016 •Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor, Visteon Corporation (a global technology company that designs, engineers, and manufactures cockpit electronics and connected car solutions), 2000 – 2010 Other Public Company Directorships: •Schnitzer Steel Industries, Inc. (a global provider in the metals recycling industry and a ~~leading~~manufacturer of finished steel ~~manufacturer, from June 2010 to September 2015~~products), 2020 – current •Curtiss-Wright Corporation (a global provider of products and services in the aerospace & defense and industrial markets), 2019 – current Member, Audit & Finance Committee Member, Nominating & Governance Committee

	●		Held both domestic and international executive finance and Corporate Officer roles at Visteon Corporation, a leading global automotive supplier, and DaimlerChrysler, a leading global automotive manufacturer, as well as financial management roles at General Motors Corporation, a leading global automotive manufacturer, and General Dynamics Corporation, a leading global aerospace and defense company




	~~Other public company directorships:~~
	●	~~Curtiss-Wright Corporation, July 2019 - current~~



James J. O'Brien Age: 67 Director since 2012 Lead Independent Director since 2020				Skills that align with our strategy:
●	•Extensive knowledge of the chemical industry
●	•Significant management experience and knowledge in the areas of finance, accounting, international business operations, risk oversight, and corporate governance
●	•Significant experience gained from service on the board of directors of other public companies

Experience:
●	~~Retired, Former~~ •Chairman of the Board and Chief Executive Officer, of Ashland Inc. ~~through December 2014~~
~~James J. O'Brien~~ ~~Age: 65~~ ~~Director since 2012~~	●	~~Former~~(a diversified energy company), 2002 – 2014; President and Chief Operating Officer, ~~of Ashland Inc.; previously~~2002; Senior Vice President and Group Operating Officer,
	●	~~Former~~ 2001 – 2002 •President, Valvoline (a global marketer and supplier of ~~Valvoline~~

	premium branded lubricants and automotive services), 1995 – 2001 Other Public Company Directorships:
	●	•Eastman Chemical Company (a specialty chemical company) ~~since February~~, 2016
	●	– current •Humana Inc. (a managed health care company) ~~since April~~, 2006 – current •Wesco International, Inc. (an electronics distribution and services company), 2015 – 2017 Chair, Nominating & Governance Committee Member, Audit & Finance Committee


Diarmuid B. O'Connell Age: 58 Director since 2018				Skills that align with our strategy:
●	•Experience in 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
●	•Background in marketing, government relations, operations, and manufacturing ~~will~~ further contribute to the effectiveness of our Board

Experience:
●	~~Most recently served as~~ •Chief Strategy Officer, Fair Financial Corp. (an automotive leasing fintech company), 2018 – 2019 •Vice President, Corporate & Business Development, of Tesla Motors Inc.~~, an~~ (an American electric vehicle manufacturer, energy storage company, and solar panel ~~manufacturer from~~manufacturer), 2010 to– 2017; Vice President, Business Development, ~~from~~ 2006 to– 2010
~~Diarmuid B. O'Connell~~ ~~Age: 56~~ ~~Director since 2018~~
	●	~~Former~~ •Chief of Staff, Bureau of Political Military Affairs at the U.S. Department of State,

	2003 – 2006 Other Public Company Directorships: •Tech and Energy Transition Corporation (a special purpose acquisition company), 2021 – current •Volvo Car AB (designs, manufactures, and supplies automobiles), 2021 - current •Dana Incorporated (a global manufacturer in drivetrain and e-Propulsion systems), 2018 – current Member, Executive Compensation Committee Member, Health, Safety & Environment Committee
	●		~~Dana Incorporated since February 2018~~



Dean L. Seavers Age: 61 Director since 2018			Skills that align with our strategy:
●	•Executive leadership experience with companies in the energy, fire safety, and technology industries
●	•Operational perspective and vision from a variety of industries representing end uses of our products

Experience:
●	~~Former~~ •Senior Advisor, Stifel Financial Corp. (a full-service financial services firm), 2020 – current •President, National Grid U.S. (a U.S. supplier of consumer energy), 2014 ~~- December 2019~~
●	~~Former~~– 2019; Executive Director, National Grid plc ~~April~~(a multinational electricity and gas utility company), 2015 ~~- December~~– 2019
●	•Director, Founder, and ~~former~~ President and CEO, of Red Hawk Fire & Security ~~(2012-2014)~~
~~Dean L. Seavers~~(a provider of life safety and security solutions), 2012 – 2018 ~~Age: 59~~ ~~Director since 2018~~	●	~~Former~~ •President of Global Services, United Technologies Corporation’s (an aerospace and defense company) Fire & Security businesses, 2010 – 2011 Other Public Company Directorships: •Ametek, Inc. (a global manufacturer of electronic instruments and electromechanical devices), 2022 - current •James Hardie plc (a producer and marketer of fiber cement siding and backerboard and of fiber gypsum products), 2021 – current •PG&E Corporation / Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), August 2020 – current; Chairman, Pacific Gas & Electric Company, 2020 – current Chair, Capital Investment Committee Member, Executive Compensation Committee

	~~Other directorships:~~
	●	~~Red Hawk Fire & Security, 2012 to present~~


Gerald A. Steiner Age: 61 Director since 2013			Skills that align with our strategy:
●	•Extensive experience in government affairs, global business, strategy, and the renewable fuels and agricultural industry

Experience:
●	~~Chief~~ •Executive ~~Officer~~Chairman, former CEO and ~~member~~Co-Founder of CoverCress, Inc. (developing a new crop for renewable fuels), 2015 – current •Founder, Alta Grow Consulting LLC (a business consulting firm), 2014 – current •Member of the board of ~~managers of Arvegenix Inc., a renewable fuel development company, since January 2015~~
●	~~Formerly~~ directors for several agricultural industry start-ups, current •Executive Vice President, Sustainability and Corporate Affairs, of Monsanto Company ~~(retired January 2014)~~
●	~~Principal~~(a leading global provider of ~~Alta Grow Consulting LLC~~
~~Gerald A. Steiner~~agricultural products for farmers), 2003 – 2014 ~~Age: 59~~ ~~Director since 2013~~	●	~~Former Chair of the~~•Chairman, 2012 – 2014, and board member, 2003 – 2014, Food and Agriculture Section of the Biotechnology Industry Organization
	●	(a biotechnology innovation organization) •Chairman, of2012 – 2013, board member, 2014 – 2014, and Trustee Emeritus, 2015 – current, The Keystone Center (a policy center for agriculture, early childhood education, and ~~director since 2004~~
	●	~~Founder and board~~energy for rural communities) •Co-founder, Field to Market (an agricultural sustainability organization); member of the ~~Global Harvest Initiative, a public-private initiative whose mission is~~board of trustees, The St. Louis Regional STEM Learning Ecosystem (extending STEM to ~~sustainably double agricultural production by 2050 and co-founder of Field to Market, an agricultural sustainability organization~~disadvantaged youth); Trustee, St. Louis Science Academy Chair, Health, Safety & Environment Committee Member, Audit & Finance Committee



Holly A. Van Deursen Age: 63 Director since 2019			Skills that align with our strategy:
●	•Extensive experience in the chemical, industrial, and contract manufacturing sectors; previously a director for companies in the oilfield services, diversified industrial, and packaging sectors
●	•Has held executive roles in business management, business development, and mergers & acquisitions in the U.S. and globally, and as a public company director and in committee/board leadership roles, will provide insight into board operations and governance, leadership, and international business

Experience:
●	•Former Group Vice President, Petrochemicals, BP Corporation (a global provider of heat, light and ~~Group Vice President, Strategy for BP plc/Amoco Corporation,~~mobility products and services), holding various senior executive management roles before retiring as a ~~$250 billion~~member of the top-forty executive management team, 2000 – 2005 •Twenty-four years’ experience in the chemical, oil, ~~gas,~~ and energy ~~company~~
~~Holly Van Deursen~~ ~~Age: 61~~ ~~Director since 2019~~	●	~~Experience in~~industries, including various engineering, manufacturing, ~~and~~ product development, and business leadership roles for Dow Corning Corporation

	(a chemical and plastics manufacturer and supplier of chemicals, plastics, synthetic fibres, and agricultural products), Amoco Corporation (a chemical and oil company), and BP (British Petroleum) plc (a multinational oil and gas company) Other ~~public company directorships:~~
	●	~~Chair, Capstone Turbine Corp., Aug. 2017 - current~~
	●	~~Synthomer, Inc., Sept. 2018 - current~~
	●	Public Company Directorships: •Kimball Electronics Inc. (a global contract manufacturer of durable goods electronics serving a variety of industries), ~~Nov.~~ 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 (oilfield services), 2006 – 2018 Member, Capital Investment Committee Member, Executive Compensation Committee


Alejandro D. Wolff Age: 65 Director since 2015			Skills that align with our strategy:
●	~~Prior service on the board of Rockwood~~
●	•Expertise in international political, economic, and commercial affairs

•Lithium industry experience; prior service on the board of directors for Rockwood Holdings, Inc. Experience:
●	•Managing Director, Gryphon Partners LLC (a global advisory firm focused on frontier markets), 2014 – 2016 •U.S. Ambassador to Chile, ~~from September~~ 2010 ~~until retirement in August~~– 2013
●	•U.S. Ambassador to the United Nations, ~~(2005-2010)~~
●	332005 – 2010 •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
~~Ambassador (Ret.) Alejandro Wolff~~ ~~Age: 63~~Other Public Company Directorships: •Frontier Group Holdings, Inc. (the holding company of Frontier Airlines, an ultra-low cost airline), 2021 – current ~~Director since 2015~~	●	~~Former Managing Director of Gryphon Partners LLC (a global advisory firm focused on frontier markets) from 2014 - 2016~~

	~~Other directorships:~~
	●	•PG&E Corporation ~~April~~/ Pacific Gas & Electric Company (a holding company of natural gas / electric energy utility company), 2019 ~~- current~~
	●	~~JetSMART Airlines, SoA (a private airline in South America) since 2017~~
	●	~~Frontier Airlines (private), since 2019~~
	●	– 2020 •Versum Materials, Inc. (an electronic materials company), 2016 -– 2019 Chair, Executive Compensation Committee Member, Nominating & Governance Committee

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.

AUDIT & FINANCE COMMITTEE REPORT

The Audit & Finance Committee of the Board of Directors is composed ~~of six independent~~of five independent Directors and operates under a written charter adopted by the Board of Directors. ~~The Audit & Finance Committee approves the selection of our independent registered public accounting firm.~~

Management is responsible for our disclosure controls, internal controls and the financial reporting process, and for assessing the effectiveness of internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon. The Audit & Finance Committee’s primary responsibility is to monitor and oversee these processes and to report thereon to the Board of Directors. In this context, the Audit & Finance Committee has met privately with management, the internal auditors, and PricewaterhouseCoopers LLP ("PwC"), our independent registered public accounting firm, all of whom have unrestricted access to the Audit & Finance Committee. In addition, the Audit & Finance Committee approves the selection and appointment of the Company's independent registered public accounting firm.

The Audit & Finance Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including the scope of the auditor’s responsibilities and whether there are any significant accounting adjustments or any disagreements with management.

The Audit & Finance Committee also has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit & Finance Committee concerning independence, and has discussed with PwC that firm’s independence from the Company.

The Audit & Finance Committee has reviewed and discussed the consolidated financial statements with management and PwC. Based on this review and these discussions, the representation of management that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the report of PwC to the Audit & Finance Committee, the Audit & Finance Committee recommended that the Board of Directors include the audited consolidated financial statements in the ~~2019~~2021 Annual Report.

The Audit & Finance Committee also reviews with management and the independent registered public accounting firm the results of that firm’s review of the unaudited financial statements that are included in our Quarterly Reports on Forms 10-Q.



			THE AUDIT & FINANCE COMMITTEE

			~~William H. Hernandez, Chair~~
	Mary Lauren Brlas, Chair
			~~Douglas L. Maine~~Ralf H. Cramer
			Glenda J. Minor
			James J. O’Brien
			~~Dean L. Seavers~~Gerald A. Steiner

Audit & Finance Committee Pre-Approval Policy

The Audit & Finance Committee has adopted a policy for the provision of audit services and permitted non-audit services by our independent registered public accounting firm. Our CFO has primary responsibility to the Audit & Finance Committee for administration and enforcement of this policy and for reporting noncompliance. Under the policy, the CFO is responsible for presenting to the Audit & Finance Committee an annual budget and plan for audit services and for any proposed audit-related, tax, or other non-audit services to be performed by the independent registered public accounting firm. The presentation must be in sufficient detail to define clearly the services included. Any services included within the budget and plan that the Audit & Finance Committee approves requires no further approval for that budget year. All other audit and permissible non-audit engagements of the independent registered public accounting firm must be approved in advance by the Audit & Finance Committee. The pre-approval requirements do not prohibit the delivery of permissible non-audit services that were not recognized as non-audit services at the time of the engagement so long as (i) all such services are less than 5% of fees paid to the independent registered public accounting firm for the fiscal year and (ii) the services are approved by the Audit & Finance Committee prior to completion of the audit.

Fees Billed by PwC

During the fiscal years ended ~~2018~~2020 and ~~2019,~~2021, we retained our independent registered public accounting firm, PwC, to perform services in the categories and approximate fees set forth below:


	2018		2019			2020		2021
Audit Fees⁽¹⁾	$	6,196,241	$	5,792,350	Audit Fees(1)	$	4,389,100	$	4,086,600
Audit-Related Fees⁽²⁾	$	1,005,000	$	1,095,000	Audit-Related Fees(2)	$	210,000	$	1,021,000
Tax Fees	$	—	$	—	Tax Fees	$	—	$	—
All Other Fees⁽³⁾	$	5,900	$	5,900	All Other Fees(3)	$	5,900	$	229,000
Total Fees	$	7,207,141	$	6,893,250	Total Fees	$	4,605,000	$	5,337,500

~~(1)~~

Fees for audit services billed or expected to be billed related to (a) audit of our annual financial statements, including assessment of internal controls over financial reporting, (b) reviews of our quarterly financial statements, (c) audits provided in connection with statutory filings, regulatory audits and services that generally only the principal auditor reasonably can provide to a client and (d) audit work related to mergers, acquisitions and divestitures and new accounting standards adoption.


~~(2)~~	Fees for audit-related services include audits of our employee benefit plans, comfort letter and offering memorandum procedures for debt issuance, system pre-implementation procedures, and carve-out audit procedures.


~~(3)~~	~~Fees for all other services consist of licensing fees for accounting software that provides access to authoritative guidance dealing with financial reporting rules and regulations.~~

(1)Fees for audit services billed or expected to be billed related to (a) audit of our annual financial statements, including assessment of internal controls over financial reporting, (b) reviews of our quarterly financial statements, (c) audits provided in connection with statutory filings, regulatory audits and services that generally only the principal auditor reasonably can provide to a client and (d) audit work related to mergers and acquisitions and divestitures.

(2)Fees for audit-related services include audits of our employee benefit plans, and in 2021: comfort letter and offering memorandum procedures for equity issuance, German tax restructuring audit procedures and carve-out audit procedures and in 2020: consultation concerning financial accounting and reporting standards related to SEC comment letter and mining disclosure.

(3)Fees for all other services consist of licensing fees for accounting software that provides access to authoritative guidance dealing with financial reporting rules and regulations and fees for assessing potential manufacturing sites in Asia.



PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit & Finance Committee of the Board of Directors has appointed PwC as the Company’s independent registered public accounting firm for fiscal year ~~2020.~~2022. Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit & Finance Committee is solely responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. The submission of this matter for ratification by shareholders is not required by current law, rules, or regulations; however, the Board of Directors believes that such submission is consistent with best practices in corporate governance and is an opportunity for shareholders to provide direct feedback to the Board of Directors on an important issue of corporate governance. If the selection is not ratified, the Audit & Finance Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit & Finance Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

Representatives of PwC will be present at the Annual Meeting, will have the opportunity to make a statement at the Annual Meeting if they so desire, and will be available to respond to appropriate questions.

Approval of this proposal requires that the number of votes cast in favor of the ratification exceed the number of votes cast in opposition to the ratification.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2020.~~

2022.

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING


~~Q1:~~	~~Why am I being asked to review this document?~~


A:	The accompanying proxy is solicited on behalf of the Board of Directors of Albemarle. We are providing these proxy materials to you in connection with the Annual Meeting. As a Company shareholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the matters described in this Proxy Statement.


~~Q2:~~	~~Who is entitled to vote?~~

Q1: Why am I being asked to review this document?

A: The accompanying proxy is solicited on behalf of the Board of Albemarle. We are providing these proxy materials to you in connection with the Annual Meeting. As a Company shareholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the matters described in this Proxy Statement.

Q2: Who is entitled to vote?

A: You may vote all shares of our Common Stock that you owned at the close of business on the Record Date, March 8, 2022. On the Record Date, the Company had117,112,394 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock you held on the Record Date is entitled to one vote.

Q3: What is a proxy?

A: A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy. Mr. J. Kent Masters, Jr. and Ms. Karen G. Narwold have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Secretary prior to the Annual Meeting and not revoked will be voted by the proxy holders in accordance with the instructions provided.

Q4: What is a voting instruction form?

A: If you hold your shares of Common Stock in “street name,” you are a beneficial owner of those shares and should receive a “voting instruction form” from your bank, broker, or its nominee who is the record holder of those shares. The voting instruction form provides information on how you may instruct your bank, broker, or its nominee, as record holder, to vote your shares of Common Stock.

Q5: Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A: In accordance with rules adopted by the SEC, we may furnish proxy materials (including this Proxy Statement and our Annual Report) to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholders, instructs you as to how you may access and review proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q6: How can I access the proxy materials over the Internet?

A: The Notice, proxy card, or voting instruction form contain instructions on how to:

•~~You may vote all shares of our Common Stock that you owned at the close of business on Monday, March 9, 2020, the record date (“Record Date”). On the Record Date, the Company had106,318,614 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock you held on the Record Date is entitled to one vote.~~


~~Q3:~~	~~What is a proxy?~~

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document also is called a proxy. Mr. Luther C. Kissam IV and Ms. Karen G. Narwold have been designated as proxies or proxy holders for the Meeting. Proxies properly executed and received by our Secretary prior to the Meeting and not revoked will be voted by the proxy holders in accordance with the instructions provided.


~~Q4:~~	~~What is a voting instruction form?~~


A:	If you hold your shares of Common Stock in “street name,” you are a beneficial owner of those shares and should receive a “voting instruction form” from your bank, broker, or its nominee who is the record holder of those shares. The voting instruction form provides information on how you may instruct your bank, broker, or its nominee, as record holder, to vote your shares of Common Stock.


~~Q5:~~	~~Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?~~

In accordance with rules adopted by the SEC, we may furnish proxy materials (including this Proxy Statement and our Annual Report) to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholders, instructs you as to how you may access and review proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.


~~Q6:~~	~~How can I access the proxy materials over the Internet?~~


A:	~~The Notice, proxy card or voting instruction form contain instructions on how to:~~

View our proxy materials for the Annual Meeting on the Internet and vote your shares; and

•Instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact on the environment of printing and mailing these ~~materials on the environment.~~materials. If you choose to receive future proxy materials by email,

you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.


~~Q7:~~	~~What proposals will be voted on at the Annual Meeting?~~


A:	There are three proposals to be considered and voted on at the Annual Meeting. Please see the information included in the Proxy Statement relating to these proposals. The proposals to be voted on are as follows:


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


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


3.	~~To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.~~

Q7: What proposals will be voted on at the Annual Meeting?

A: There are three proposals to be considered and voted on at the Annual Meeting. Please see the information included in the Proxy Statement relating to these proposals. The proposals to be voted on are as follows:

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

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

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

We will also consider other business that properly comes before the Annual Meeting in accordance with Virginia law and our Bylaws.


~~Q8:~~	Q8: How many shares must be present to hold the Annual Meeting?

In order for the Annual Meeting to be conducted, a majority of the outstanding shares of Common Stock as of the Record Date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and shares held of record by a bank, broker or its nominee (“broker shares”) pursuant to a signed proxy or voting instruction form that are voted on any matter (including an abstention or withheld vote by broker shares) are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.


~~Q9:~~	~~What vote is needed to approve the non-binding resolution approving the compensation of our named executive officers?~~

The approval of the non-binding resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast in opposition to the proposal. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or the Company. However, the Board of Directors will review the voting results on this resolution and take them into consideration when making future decisions regarding executive compensation.


~~Q10:~~	~~What vote is needed to elect Directors?~~

The election of each nominee for Director requires that the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of the shareholders if, as of the tenth day preceding the date the Company first mails its notice of meeting for such meeting to the shareholders of the Company, the number of nominees for director exceeds the number of directors to be elected (a contested election). If directors are to be elected by a plurality of the votes cast, the shareholders shall not be permitted to vote against a nominee. In uncontested elections, any Director who does not receive a majority of the votes cast, which means that the number of shares voted ~~“FOR”~~ ~~a Director must exceed the number of shares voted “AGAINST”~~ ~~a Director, must tender his or her resignation to the Board of Directors. The Nominating &~~

A: In order for the Annual Meeting to be conducted, a majority of the outstanding shares of Common Stock as of the Record Date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes, and shares held of record by a bank, broker, or its nominee (“broker shares”) pursuant to a signed proxy or voting instruction form that are voted on any matter (including an abstention or withheld vote by broker shares) are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

Q9: What vote is needed to approve the non-binding resolution approving the compensation of our named executive officers?

A: The approval of the non-binding resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast in opposition to the proposal. Because your vote on this proposal is advisory, it will not be binding on the Board of Directors or the Company. However, the Board of Directors will review the voting results on this resolution and take them into consideration when making future decisions regarding executive compensation.

Q10: What vote is needed to elect Directors?

A: The election of each nominee for Director requires that the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of the shareholders if, as of the tenth day preceding the date the Company first mails its notice of meeting for such meeting to the shareholders of the Company, the number of nominees for director exceeds the number of directors to be elected (a contested election). If directors are to be elected by a plurality of the votes cast, the shareholders shall not be permitted to vote against a nominee. In uncontested elections, any Director who does not receive a majority of the votes cast, which means that the number of shares voted “FOR” a Director must exceed the number of shares voted “AGAINST” a

Director, 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.


~~Q11:~~	~~What vote is needed to ratify the appointment of PricewaterhouseCoopers LLP?~~


A:	~~The ratification of the appointment of PwC requires that the number of votes cast in favor of the ratification exceeds the number of votes cast in opposition to the ratification.~~


~~Q12:~~	~~What are the voting recommendations of the Board of Directors?~~

Q11: What vote is needed to ratify the appointment of PricewaterhouseCoopers LLP?

A: The ratification of the appointment of PwC requires that the number of votes cast in favor of the ratification exceeds the number of votes cast in opposition to the ratification.

Q12: What are the voting recommendations of the Board of Directors?

A: The Board of Directors recommends that shareholders vote “FOR” approval of the non-binding advisory resolution approving the compensation of our named executive officers, “FOR” all proposed Director nominees, and “FOR” the ratification of the appointment of PwC.

Q13: How do I vote?

A: If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a shareholder of record with respect to those shares. If you are a shareholder of record, you may vote your shares using any of the following proxy voting alternatives:

•~~“FOR”~~ ~~approval of the non-binding advisory resolution approving the compensation of our named executive officers,~~ ~~“FOR”~~ ~~all proposed Director nominees, and~~ ~~“FOR”~~ ~~the ratification of the appointment of PwC.~~


~~Q13:~~	~~How do I vote?~~


A:	If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered a shareholder of record with respect to those shares. If you are a shareholder of record, you may vote your shares using any of the following proxy voting alternatives:

By Internet at http://www.ProxyVote.com. Use the Internet to transmit your proxy instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on Monday, May ~~4, 2020.~~2, 2022.

•By Telephone by dialing 1.800.690.6903. Use any touch tone telephone to transmit your proxy instructions up until 11:59 p.m., Eastern Time, on Monday, May ~~4, 2020.~~2, 2022.

•By Mail by completing, signing, dating, and returning the enclosed proxy in the postage-paid envelope provided for receipt on or before Monday, May ~~4, 2020~~2, 2022.

•In Person at the Annual Meeting.

Please carefully consider all of the proxy materials before voting your shares as they contain important information necessary to make an informed decision. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by one of the above methods so that we can be assured of having a quorum present at the Annual Meeting and so that your shares may be voted in accordance with your wishes, even if you later decide to attend the Annual Meeting.

If you hold your shares in “street name” through a bank, broker, or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares. If you are a beneficial owner of shares, you should receive a “voting instruction form” from your bank, broker, or its nominee that holds those shares. The voting instruction form provides information on how you may instruct your bank, broker, or its nominee, as record holder, to vote your shares of Common Stock.

If you attend the Annual Meeting, you may also submit your vote in person, and any votes that you previously submitted – whether via the Internet, telephone, or mail – will be superseded by the vote you cast at the Annual Meeting. If your proxy is properly completed and submitted, whether by the Internet, telephone, or mail, and if you do not revoke it prior to the Annual Meeting, your shares will be voted at the Annual Meeting in accordance with the voting instructions that you provide on your proxy card or, if none are provided, then as recommended by our Board of Directors and as set forth in this Proxy Statement. To vote at the Annual Meeting, shareholders that hold shares in “street name” will need to contact the bank, broker, or other nominee that holds their shares to obtain a “legal proxy” to bring to the Annual Meeting.

~~While we intend~~Attendees at the Annual Meeting will be required to ~~hold our annual meeting in person as scheduled, we are sensitive to~~comply with public health guidelines of the Centers for Disease Control and ~~travel concerns~~Prevention and ~~recommendations that~~local public health officials, ~~may issue in light~~including, if applicable, wearing a face mask and staying at least 6 feet away from others.

Q14: How will my shares be voted if I sign, date, and return my proxy or voting instruction form, but do not provide complete voting instructions with respect to each proposal?

A: Shareholders should specify their choice for each matter on the proxy they submit whether by Internet, telephone, mail, or voting instruction form. If no specific instructions are given, it is intended that signed and returned proxies will be voted “FOR” the approval of the ~~evolving coronavirus (COVID-19) situation. As a result, we~~non-binding advisory resolution approving the compensation of our named executive officers, “FOR” the election of all Director nominees, and “FOR” the ratification of the appointment of PwC, and, in the discretion of the proxy holders, on any other business proposal which may ~~impose additional procedures on meeting attendance or may decide to postpone~~properly come before the ~~meeting or hold~~Annual Meeting (the Board of Directors does not presently know of any other such business), with the meeting solely by means of remote communication (a virtual-only meeting). We will announce any such updates on our website www.albemarle.com, including any postponement and how to access and vote at any virtual meeting, and we encourage you to monitor this website for updates and prior to traveling to the meeting if you plan to attend in person.following two exceptions:


~~Q14:~~	~~How will my shares be voted if I sign, date, and return my proxy or voting instruction form, but do not provide complete voting instructions with respect to each proposal?~~

Shareholders should specify their choice for each matter on the proxy they submit whether by Internet, telephone, mail, or voting instruction form. If no specific instructions are given, it is intended that signed and returned proxies will be voted

•~~“FOR”~~ ~~the approval of the non-binding advisory resolution approving the compensation of our named executive officers,~~ ~~“FOR”~~ ~~the election of all Director nominees, and~~ ~~“FOR”~~ the ratification of the appointment of PwC, and, in the discretion of the proxy holders, on any other business proposal which may properly come before the Meeting (the Board of Directors does not presently know of any other such business), with the following two exceptions:

Shares of Common Stock held in our Albemarle Corporation Savings Plan (the “Savings Plan”) for which no direction is provided on a properly executed, returned, and unrevoked voting instruction form will be voted proportionately in the same manner as those shares held in our Savings Plan for which timely and valid voting instructions are received with respect to such proposals; and

•Shares of Common Stock held in our Savings Plan for which timely and valid voting instructions are not received will be considered to have been designated to be voted by the trustee proportionately in the same manner as those shares held in our Savings Plan for which timely and valid voting instructions are received.


~~Q15:~~	~~How will my shares be voted if I do not return my proxy or my voting instruction form?~~

Q15: How will my shares be voted if I do not return my proxy or my voting instruction form?

A: It will depend on how your ownership of shares of Common Stock is registered. If you own your shares as a registered holder, which means that your shares of Common Stock are registered in your name with EQ Shareowner Services, our transfer agent, your shares will only be voted if EQ Shareowner Services receives specific voting instructions from you. Otherwise, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement (which is explained under ~~“Questions and Answers about this Proxy Statement and the Meeting,”~~ ““Questions and Answers about this Proxy Statement and the Annual Meeting — How many shares must be present to hold the Annual Meeting?” on page 67), unless you attend the Annual Meeting to vote them in person.

If you are a shareholder whose shares of Common Stock are held in “street name,” which means that your shares are registered in the name of your bank, broker, or other nominee, your bank, broker, or other nominee may or may not vote your shares in its discretion if you have not provided voting instructions to the bank, broker, or its nominee. Whether the bank, broker, or other nominee may vote your shares depends on the proposals before the Annual Meeting. Under the rules of the NYSE, your broker may vote your shares in its discretion on “routine matters.” Based on the rules of the NYSE, we believe that the ratification of the appointment of PwC as our independent registered public

accounting firm is a routine matter for which brokerage firms may vote in their discretion on behalf of their clients if no voting instructions are provided. Therefore, if you are a shareholder whose shares of Common Stock are held in “street name” with a bank, broker, or other nominee and you do not return your voting instruction form, your bank, broker, or other nominee may vote your shares on the ratification of the appointment of PwC as our independent registered public accounting firm.

The rules of the NYSE, however, do not permit your bank, broker, or other nominee to vote your shares on proposals that are not considered “routine.” When a proposal is not a routine matter and your bank, broker, or other nominee has not received your voting instructions with respect to

that proposal, your bank, broker, or other nominee cannot vote your shares on that proposal. This is called a “broker non-vote.” Your bank, broker, or other nominee may not vote your shares with respect to the election of the Director nominees or the other matters to be considered at the ~~2020~~ Annual Meeting (except for the ratification of the appointment of PwC, which is considered routine) in the absence of your specific instructions as to how to vote with respect to each of these matters because, under the rules of the NYSE, these matters are not considered “routine.”


~~Q16:~~	~~How are abstentions and broker non-votes counted?~~


A:	~~Broker non-votes will not be included in the vote totals and will have no effect on the other proposals. Abstentions will have no effect on any proposals.~~


~~Q17:~~	~~What happens if additional matters are presented at the Meeting?~~


A:	Other than the items of business described in this Proxy Statement, we are unaware of any other business to be acted upon at the Meeting. If you grant a proxy, the proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Meeting in accordance with Virginia law and our Bylaws.


~~Q18:~~	~~Can I change or revoke my vote?~~


A:	~~Any shareholder giving a proxy may change or revoke it at any time before it is voted at the Meeting. A proxy can be changed or revoked by:~~

Q16: How are abstentions and broker non-votes counted?

A: Broker non-votes will not be included in the vote totals and will have no effect on the other proposals. Abstentions will have no effect on any proposals.

Q17: What happens if additional matters are presented at the Annual Meeting?

A: Other than the items of business described in this Proxy Statement, we are unaware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting in accordance with Virginia law and our Bylaws.

Q18: Can I change or revoke my vote?

A: Any shareholder giving a proxy may change or revoke it at any time before it is voted at the Annual Meeting. A proxy can be changed or revoked by:

•Delivering a later dated proxy, or written notice of revocation, to our Secretary at the address listed at the top of this Proxy Statement; or

•Appearing at the Annual Meeting and voting in person.

If you voted by telephone or over the Internet, you can also revoke your vote by any of these methods or you can change your vote by voting again by telephone or over the Internet. If you decide to vote by completing, signing, dating, and returning the enclosed proxy, you should retain a copy of the voter control number found on the proxy in the event that you decide later to change or revoke your proxy by telephone or over the Internet. Your attendance at the Annual Meeting will not by itself revoke a proxy.

If you are a shareholder whose stock is held in “street name” with a bank, broker, or other nominee, you must follow the instructions found on the voting instruction form provided by the bank, broker, or other nominee, or contact your bank, broker, or other nominee in order to change or revoke any voting instructions that you have previously provided on such voting instruction form.


~~Q19:~~	Q19: Where can I find the results of the Annual Meeting?


A:	We intend to announce preliminary voting results at the Meeting and publish final results through a Current Report on Form 8-K that we will file with the SEC within four business days after the Meeting.


~~Q20:~~	~~Who pays for the solicitation of proxies?~~

We will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our Directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. Alliance Advisors, LLC (“Alliance”) has been engaged to assist in the solicitation of proxies from brokers, nominees, fiduciaries, and other custodians. We will pay Alliance approximately $8,000 for its services and reimburse its out-of-pocket expenses for such items as mailing, copying, phone calls, faxes, and other related matters and will indemnify Alliance against any losses arising out of Alliance’s proxy soliciting services on our behalf.


~~Q21:~~	~~How do I communicate with the Board of Directors?~~

Shareholders and other interested persons may communicate with the full Board of Directors, a specified Committee of the Board of Directors or a specified individual member of the Board of Directors in writing by mail addressed to Albemarle Corporation, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209, Attention: Chair of the Nominating & Governance Committee or by electronic mailA: We intend to announce preliminary voting results at ~~governance@albemarle.com~~. The Chair of the Nominating & Governance Committee and his or her duly authorized agents are responsible for collecting and organizing shareholder communications. Absent a conflict of interest, the Chair of the Nominating & Governance Committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to (i) the full Board of Directors, (ii) one or more Committee members, (iii) one or more Board members, and/or (iv) other individuals or entities.


~~Q22:~~	~~How will the Meeting be conducted?~~

~~The chairperson of the Meeting (as determined in accordance with our Bylaws) will preside over the Meeting and make any and all determinations regarding the conduct of~~ the Annual Meeting and publish final results through a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. Please note that seating is limited and will be available on a first-come, first-served basis. Cameras, recording devices, and other electronic devices are not permitted at the Meeting. No items will be allowed into the Meeting that might pose a concern for the safety of those attending. Additionally, to attend the Meeting you will need to bring identification and proof sufficient to us that you were a shareholder of record as of the Record Date or that you are a duly authorized representative of a shareholder of record as of the Record Date.

Q20: Who pays for the solicitation of proxies?

A: We will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or

by electronic communication by our Directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. Alliance Advisors, LLC (“Alliance”) has been engaged to assist in the solicitation of proxies from brokers, nominees, fiduciaries, and other custodians. We will pay Alliance approximately $12,000 for its services and reimburse its out-of-pocket expenses for such items as mailing, copying, phone calls, faxes, and other related matters and will indemnify Alliance against any losses arising out of Alliance’s proxy soliciting services on our behalf.

Q21: How do I communicate with the Board of Directors?

A: Shareholders and other interested persons may communicate with the full Board of Directors, a specified Committee of the Board of Directors or a specified individual member of the Board of Directors in writing by mail addressed to Albemarle Corporation, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209, Attention: Chair of the Nominating & Governance Committee or by email at governance@albemarle.com. The Chair of the Nominating & Governance Committee and his or her duly authorized agents are responsible for collecting and organizing shareholder communications. Absent a conflict of interest, the Chair of the Nominating & Governance Committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to (i) the full Board of Directors, (ii) one or more Committee members, (iii) one or more Board members, and/or (iv) other individuals or entities.

Q22: How will the Annual Meeting be conducted?

A: The chairperson of the Annual Meeting (as determined in accordance with our Bylaws) will preside over the Annual Meeting and make any and all determinations regarding the conduct of the Annual Meeting. Please note that seating is limited and will be available on a first-come, first-served basis. Cameras, recording devices, and other electronic devices are not permitted at the Annual Meeting. No items will be allowed into the Annual Meeting that might pose a concern for the safety of those attending. Additionally, to attend the Annual Meeting you will need to bring identification and proof sufficient to us that you were a shareholder of record as of the Record Date or that you are a duly authorized representative of a shareholder of record as of the Record Date.

SHAREHOLDER PROPOSALS

Under applicable regulations of the SEC, any shareholder desiring to make a proposal to be acted upon at the ~~2021~~2023 annual meeting of shareholders must present such proposal to our Secretary at our principal executive office at Albemarle Corporation, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209, ~~not~~no later than November 22, 2022, which date is 120 calendar days before March ~~24, 2021, or November 24, 2020~~22, 2023 (unless the date of the ~~2021~~2023 annual meeting of shareholders is changed by more than 30 days from the ~~one~~one year anniversary date of the ~~2020~~2022 annual meeting of ~~shareholders,~~shareholders, in which case the deadline is a reasonable time before the Company begins to print and send its proxy materials), in order for the proposal to be considered for inclusion in our ~~2021 Proxy Statement. We anticipate holding the 2021 annual meeting of shareholders on Friday, May 7, 2021.~~2023 proxy statement.

Our Bylaws provide that for a nomination or other business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business other than the nominations of persons for election to the Board must constitute a proper matter for shareholder action.

To be timely, a shareholder’s notice relating to matters other than proposals for the Company to include in its proxy statement one or more directors nominated by a shareholder shall be delivered to the Secretary at the principal executive offices of the Company no later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by such shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The public announcement of an adjournment or postponement of an annual meeting does not commence a new time period, or extend any time period, for the giving of a shareholder’s notice as described above.

A shareholder, or group of up to 20 shareholders, that has owned continuously for at least three years shares of Albemarle stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in our Bylaws. Notice of proxy access director nominees must be received by the Secretary at the principal executive offices of the Company not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the anniversary date of the immediately preceding mailing date for the notice of annual meeting of shareholders.

To be in proper form, a shareholder’s notice to the Secretary must set forth, as to the shareholder giving the notice, the information required pursuant to our Bylaws. The Company may also require shareholders to furnish additional information. The requirements found in our Bylaws are separate from, and in addition to, the requirements of the SEC that a shareholder must meet to have a proposal included in our Proxy Statement.

CERTAIN MATTERS RELATING TO PROXY MATERIALS

AND ANNUAL REPORTS

Notice and Access

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact associated with the printing and delivery of materials. If you want more information, please see “Questions and Answers about this Proxy Statement and the Annual Meeting” ~~starting~~beginning on page 66.

Electronic Access of Proxy Materials and Annual Reports

This Proxy Statement and the ~~2019~~2021 Annual Report are available on our Internet website at www.albemarle.com (see Investors/Financials/Annual Reports). Shareholders can elect to access future proxy statements and annual reports over the Internet instead of receiving paper copies in the mail. Providing these documents over the Internet will reduce our printing and postage costs and the number of paper documents shareholders would otherwise receive. We will notify shareholders who consent to accessing these documents over the Internet when such documents will be available. Once given, a shareholder’s consent will remain in effect until such shareholder revokes it by notifying us otherwise at Attn: Corporate Secretary, Albemarle Corporation, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209. Shareholders of record voting by mail can choose this option by marking the appropriate box on the proxy, and shareholders of record voting by telephone or over the Internet can choose this option by following the instructions provided by telephone or over the Internet, as applicable. Beneficial owners whose shares are held in “street name” should refer to the information provided by the institution that holds such beneficial owner’s shares and follow the instructions on how to elect to access future proxy statements and annual reports over the Internet, if this option is provided by such institution. Paper copies of these documents may be requested by writing us at Investor Relations, Albemarle Corporation, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209 or by telephoning 980.299.5700.

“Householding” of Proxy Materials and Annual Reports for Record Owners

The SEC rules permit us, with your permission, to deliver a single copy of the Notice and, if applicable, the proxy statement and annual report to any household at which two or more shareholders of record reside at the same address. Each shareholder will continue to be able to access and receive separate proxy cards. This procedure, known as “householding,” reduces the volume of duplicate information you receive and helps to reduce our expenses.

Shareholders of record voting by mail can choose this option by marking the appropriate box on the proxy included with the Notice and shareholders of record voting by telephone or over the Internet can choose this option by following the instructions provided by telephone or over the Internet, as applicable. Once given, a shareholder’s consent will remain in effect until such shareholder revokes it by notifying our Secretary as described above. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. Shareholders of record who elect to participate in householding may also request a separate copy of future proxy statements and annual reports by contacting our Investor Relations department as described above.

Separate Copies for Beneficial Owners

Institutions that hold shares in “street name” for two or more beneficial owners with the same address are permitted to deliver a single copy of the Notice and, if applicable, the proxy statement and

annual report to that address. Any such beneficial owner can request a separate copy of the Notice (and, if applicable, this Proxy Statement or the ~~2019~~2021 Annual Report) by contacting our Investor Relations department as described above. Beneficial owners with the same address who receive more than one copy of the Notice (or, as applicable, of ~~the~~this Proxy Statement and the ~~2019~~2021 Annual Report) may request delivery of a single copy of the Notice (or, as applicable, the Proxy Statement and the ~~2019~~2021 Annual Report) by contacting our Investor Relations department as described above.

OTHER MATTERS

The Board of Directors is not aware of any matters to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. However, if any other matters properly come before the Annual Meeting, or any adjournment or postponement thereof, the person or persons voting the proxies will vote them in accordance with their best judgment.

By Order of the Board of Directors




			Karen G. Narwold, Secretary

March ~~24, 2020~~22, 2022

***********

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to Be Held on Tuesday, May ~~5, 2020.~~3, 2022.

This Proxy Statement and the ~~2019~~2021 Annual Report are both available free of charge at our Internet website at www.albemarle.com (see Investors/Financials/Annual Reports). The ~~2019~~2021 Annual Report is not incorporated by reference into this Proxy Statement and shall not be considered a part of this Proxy Statement or soliciting materials, unless otherwise specifically stated herein. Upon request, we will provide shareholders with paper copies of this Proxy Statement and the ~~2019~~2021 Annual Report, without charge. Requests should be directed to our Investor Relations department as described below:

Albemarle Corporation

4250 Congress Street

Suite 900

Charlotte, NC 28209

Attention: Investor Relations

We make available free of charge through our Internet website www.albemarle.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ as well as reports on Forms 3, 4, and 5 filed pursuant to Section 16 of the Exchange Act, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The information on our Internet website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.


		Preliminary Proxy Statement

		~~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


X		No fee required.

X		No Fee ~~Required~~paid with preliminary materials.

		Fee computed on table ~~below~~on exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)~~(4)~~(1) and 0-11.
		~~(1) Title of each class of securities to which transaction applies:~~
	~~(2) Aggregate number of securities to which transaction applies:~~
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	~~(4) Proposed maximum aggregate value of transaction:~~
	~~(5) Total Paid Fee~~

	~~Fee Paid Previously with preliminary materials~~

	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:

	~~(1) Amount Previously Paid:~~
	~~(2) Form, Schedule or Registration Statement No.:~~
	~~(3) Filing Party:~~
	~~(4) Date Filed:~~



Date and Time			Place* Place#
Tuesday, May ~~5, 2020~~ 3, 2022			Albemarle Corporation
7:00 a.m., Eastern Time			4250 Congress Street
			Charlotte, North Carolina 28209



~~Proposal~~Voting Matter		Board Vote Recommendation
#1Proposal 1:	Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)	FOR
#2Proposal 2:	Election of Directors	FOR each Nominee
#3Proposal 3:	Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year ~~2020~~2022	FOR


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



Filed by the Registrant			X

Filed by a Party other than the Registrant


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


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


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



PROXY STATEMENT SUMMARY		1
COMPENSATION DISCUSSION AND ANALYSIS		3
ADDITIONAL INFORMATION		2021
EXECUTIVE COMPENSATION COMMITTEE REPORT		2223
COMPENSATION OF EXECUTIVE OFFICERS		2324
SUMMARY COMPENSATION TABLE		2324
COMPENSATION RISK ASSESSMENT		2526
GRANTS OF PLAN-BASED AWARDS		2627
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		2829
OPTION EXERCISES AND STOCK VESTED		31
RETIREMENT BENEFITS		32
~~Pension Benefits~~		32
~~Supplemental Executive Retirement Plan~~	33
Nonqualified Deferred Compensation	3432
Agreements with Executive Officers and Other Potential Payments Upon Termination or a Change in Control		3533
CEO ~~Pay Ratio~~PAY RATIO		3937
EQUITY COMPENSATION PLAN INFORMATION		4038
PROPOSAL 1 – ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION		4139
GOVERNANCE MATTERS		4240
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		49
DIRECTOR COMPENSATION		50
STOCK OWNERSHIP		5253
Principal Shareholders		5253
Directors and Executive Officers		5354
DELINQUENT SECTION 16(a) REPORTS		54
PROPOSAL 2 – ELECTION OF DIRECTORS		55
AUDIT & FINANCE COMMITTEE REPORT		63
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		65
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING		66
SHAREHOLDER PROPOSALS		72
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS		73
OTHER MATTERS		74


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


~~Business Segments~~Maximize Productivity		• Optimize earnings, cash flow, and cost structure across our businesses • Deploy operating model to build strong platform for growth
~~Lithium~~	~~Bromine Specialties~~	~~Catalysts~~
~~-- Energy Storage~~ ~~-- Glasses and Ceramics~~ ~~-- Greases and Lubricants~~ ~~-- Pharmaceutical Synthesis~~
Invest with Discipline		~~-- Flame retardants~~• Actively manage portfolio to generate shareholder value ~~-- Industrial water treatment~~ ~~-- Completion fluids for oilfield~~ ~~-- Plastic~~• Maintain Investment Grade credit rating and ~~synthetic rubber~~support our dividend ~~-- C3Ag and pharma synthesis~~


Advance Sustainability		~~-- Fluid Cracking Catalysts~~• Continue to implement and improve ESG performance across our businesses ~~-- Clean Fuels Technologies~~ ~~-- Organometallics & Curatives~~ • Enable our customers' sustainability ambitions



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



Director Nominees: Key Facts
~~Less than~~Approximately 5 years average tenure	9 of 10 ~~are~~ are independent	50% ~~ethnic~~racial and gender diversity	~~70%~~ 60% have ~~c-suite experience~~C-suite experience



~~NEO~~NAME		~~Title~~PRINCIPAL POSITION
~~Luther C. Kissam IV~~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 ~~Specialties~~
Karen G. Narwold		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
~~Raphael G. Crawford~~	~~President, Catalysts~~


◦	~~Annual Goals: Adjusted EBITDA~~⁽¹⁾~~, Adjusted Cash Flow from Operations~~⁽¹⁾~~, and Stewardship~~


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



3-Year Period	Realizable Pay	Relative Total Shareholder Return	Realizable Pay Relative Degree of Alignment
3-Year Period	Percentile Ranking	Percentile Ranking	Realizable Pay Relative Degree of Alignment
2017-2019	Not available yet	20%	Not available yet
2016-2018	50%	81%	31%
2015-2017	88%	100%	12%
2014-2016	88%	81%	(7)%



~~2019 Peer Group~~2021 PEER GROUP
Ashland Global Holdings Inc.		Minerals Technologies Inc.
Avient Corporation (f/k/a PolyOne Corporation)		Newmarket Corporation
Axalta Coating Systems Ltd.		Olin Corporation
Cabot Corporation		RPM International Inc.
Celanese Corporation		The Chemours Company ~~Celanese Corporation~~
CF Industries Holdings, Inc.		The Mosaic Company
Eastman Chemical Company		The Scotts Miracle-Gro Company
FMC Corporation	~~H. B.~~	Trinseo Plc
H.B. Fuller Company		W. R. Grace & Co.
International Flavors & Fragrances Inc. ~~Koppers Holdings Inc.~~ ~~The Mosaic Company~~	~~Minerals Technologies Inc.~~ ~~Olin Corporation~~ ~~PolyOne Corporation~~ ~~RPM International Inc.~~ ~~Scotts Miracle-Gro Company~~


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


◦	~~Long Term Goals: Total Shareholder Return (“TSR”) relative to our Peer Group of companies ("rTSR")~~⁽¹⁾~~and Return on Invested Capital (ROIC)~~⁽¹⁾~~; each measured over a 3-year performance period~~


⁽¹⁾	~~See pages 10-14 for a discussion of how Adjusted EBITDA, Adjusted Cash Flow from Operations, rTSR, and ROIC are defined and calculated.~~


◦	~~Stock Options: calculated using intrinsic value (closing stock price less strike price);~~


◦	~~Restricted Stock: calculated using face value (closing stock price);~~


◦	~~Performance Stock Units for awards granted and earned during the period: calculated using dollar value based on actual performance; and~~



~~What We Do~~			~~What We Don’t Do~~OUR FOUR COMPENSATION PRINCIPLES
Support our Business Strategy – We ~~require above-Peer Group median stock ownership~~ ~~for~~align our programs with business strategies focused on long-term growth and sustained shareholder value. Our plans provide incentives to our NEOs to overcome challenges and exceed our Company goals.		~~No excessive perquisites~~Pay for Performance – A large portion of our executive pay is dependent upon the achievement of specific corporate, business unit, and individual performance goals. We pay higher compensation when goals are ~~provided to any NEO~~exceeded and lower compensation when goals are not met.
Pay Competitively – We ~~have~~use market data from our Peer Group as a ~~clawback policy~~ starting point for determining target compensation. Other factors include performance, scope of responsibilities, impact on the ~~recovery of cash and non-cash compensation in the event of NEO misconduct which results in a financial restatement~~company's performance as well as internal equity considerations.		~~No stock option re-pricing without shareholder approval or discounted stock options~~Discourage Excessive Risk-taking – Our compensation programs are ~~permitted under our 2017 equity plan~~
~~We have an annual advisory vote on executive compensation ("Say-on-Pay")~~	~~No excise tax gross-ups for change of control payments~~ ~~are provided~~balanced and designed to ~~any NEO~~
~~We require a double trigger for equity to vest following a Change in Control ("CIC")~~	~~No hedging and short selling of our shares~~ ~~is permitted for our Directors, officers, and employees~~discourage excessive risk-taking.



~~Annual~~	~~Annual base salary and annual cash incentive opportunities.~~
~~Long-Term~~	~~Long-term incentive awards for our NEOs comprise a combination of 50% Performance Stock Units (PSUs), 25% Restricted Stock Units (RSUs), and 25% stock options.~~
~~Benefits~~	~~Various health and welfare benefits, including health and life insurance, retirement benefits and savings plan that are generally available to all our employees.~~
~~Post-Termination Benefits~~	~~Severance and change in control benefits.~~


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


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

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


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



Criteria for selecting peer companies						How ~~we use the~~Peer Group compensation ~~peer group~~data is utilized
Companies with the same eight-digit GICS code as Albemarle						As an input in designing compensation plans, benefits, and perquisites
Comparable size based on revenue of approximately ~~0.5-2.0~~0.4-2.5 times that of Albemarle						As an input in ~~developing~~determining base salary ranges, annual incentive targets, and long-term awards
Market capitalization of approximately 0.25-4.0 times that of Albemarle						To benchmark total direct compensation, including the pay mix


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



Executive Officer	2018 Year-End Base Salary		2019 Increase in Annual Base Salary		2019 Annual Base Salary
Luther C. Kissam IV
Chairman, President and Chief Executive Officer	$	1,000,000	$	—	$	1,000,000
Scott A. Tozier
Executive Vice President, Chief Financial Officer	$	588,000	$	12,000	$	600,000
Netha N. Johnson, Jr.
President, Bromine Specialties	$	475,000	$	25,000	$	500,000
Karen G. Narwold
Executive Vice President, Chief Administrative Officer and Corporate Secretary	$	509,250	$	15,750	$	525,000
Raphael G. Crawford
President, Catalysts	$	475,000	$	15,000	$	490,000



Metrics	Adjusted EBITDA		Adjusted Cash Flow from Operations		Stewardship
Metrics	Corporate	Global Business Unit (GBU)	Corporate	Global Business Unit (GBU)	Corporate	Global Business Unit (GBU)
CEO, CFO, CAO	50%		25%		10%
GBU Presidents	15%	35%	7.5%	17.5%	3%	7%
Weighted Payout Opportunities
Payout at Target Based on Weight	50%		25%		10%


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%


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%	$652	$768	$883	$857	112%
Adjusted Cash Flow from Operations		25%	$503	$591	$680	$808	137%

Stewardship		Weight	N/A	Target	Superior	In Numbers	Performance Relative to Target

Occupational Safety	OSHA Recordable Rate	4.0%	N/A	≤0.35	≤0.18	0.19	194.1%
Process Safety	Severity Score	3.0%	N/A	≤17	≤8	20.00	0.0%
Environment	Level 2 Environmental Incidents	3.0%	N/A	≤11	≤4	13.00	0.0%

Payout Opportunity			50%	100%	200%	Total business performance payout*		142.3%



2019 Annual Incentive Plan (AIP) Metrics
AIP Metric	Weight		Threshold				Target			Superior				2019 Results			Achievement Against Target		Payout Based on Weight
Adjusted EBITDA	50	%		$	1,040	MM	$	1,156	MM	$	1,272		MM	$	1,064	MM	92.1	%	24.2	%
Adjusted Cash Flow from Operations	25	%		$	887	MM	$	985	MM	$	1,084		MM	$	862	MM	87.6	%	—	%
Stewardship			Score based on three Quantitative Stewardship Metrics:																15.9	%
	4	%	●	Occupational Safety					200			%
	3	%	●	Process Safety					107			%
	3	%	●	Environment					157			%
Payout Based on Business Performance																			40.2	%


2019 AIP Payouts
2021 AIP Payouts														2021 AIP Payouts
Name	Average Base Salary		X	Average Target Bonus %	=	Target Bonus Amount		X	Payout Based on (Company Performance + Individual Performance)			=	Actual Bonus Amount	Name	Eligible Earnings		X	Average Target Bonus %	=	Target Bonus Amount		X	Payout Based on (Company Performance + Individual Performance)			=	Actual Bonus Amount
Luther C. Kissam IV	$	1,000,000	x	125%	=	$	1,250,000	x	40.2%	+	20%	=	751,991
J. Kent Masters, Jr.														J. Kent Masters, Jr.	$	1,075,343	x	125%	=	$	1,344,178	x	142.3%	+	20%	=	$	2,181,372
Scott A. Tozier	$	597,041	x	79%	=	$	470,383	x	40.2%	+	15%	=	259,460	Scott A. Tozier	$	625,472	x	80%	=	$	500,377	x	142.3%	+	15%	=	$	787,008
Eric W. Norris														Eric W. Norris	$	576,492	x	75%	=	$	432,369	x	154.8%	+	20%	=	$	755,588
Netha N. Johnson, Jr.	$	493,836	x	75%	=	$	370,376	x	125.8%	+	25%	=	558,520	Netha N. Johnson, Jr.	$	552,205	x	75%	=	$	414,154	x	93.6%	+	20%	=	$	470,645
Karen G. Narwold	$	521,116	x	75%	=	$	390,837	x	40.2%	+	20%	=	235,125	Karen G. Narwold	$	549,195	x	75%	=	$	411,896	x	142.3%	+	15%	=	$	647,843
Raphael G. Crawford	$	486,301	x	75%	=	$	364,726	x	97.9%	+	15%	=	411,754



		Albemarle	~~Compensation Peer Group Median~~ Vesting Schedule*
PSUs	PSUs vest 50% after the award date, which is the date at which the Committee determines the earnings level for the award for the 3-year performance period. The remaining 50% vests at January 1 of the following year.	~~Earned PSU grants vest in full after 3 years.~~
RSUs	RSUs vest 50% after 3 years, with the remaining 50% vesting after 4 years.	~~RSUs cliff vest after 3 years.~~
Stock Options	Stock Options cliff vest after 3 years.	~~Stock options step-vest over a 3-year period.~~



	2017 PSU Grant Metrics
	Threshold		Target		Superior		Metric Result
Percentile performance relative to the 2017 Peer Group	25th		50th		75th		20th
% of Grants Earned	25	%	100	%	200	%	0	%