NOTICE IS HEREBY GIVEN that theThe Albemarle Corporation 20222024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held at Albemarle Corporation, 4250 Congress Street, Charlotte, North Carolina 28209, on Tuesday, May 3, 2022,7, 2024, at 7:00 a.m., Eastern Time, for the following purposes:

Only shareholdersholders of record of our common stock at the close of business on Tuesday, March 8, 2022,12, 2024 (the “Record Date”), are entitled to receive notice of and vote at the Annual Meeting.

To ensure your vote is counted, you are requested to vote your shares promptly, regardless of whether you expect to attend the Annual Meeting. Voting by the Internet or telephone is fast and convenient, and your vote is immediately tabulated. In addition, by using the Internet or telephone, you help reduce our postage and proxy tabulation costs. YouIf you requested paper copies of the materials, you may also vote by completing, signing, dating, and returning by Monday, May 2, 2022,6, 2024, the proxy enclosed with paper copies of the materials in the postage-paid envelope provided.

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

If you are present at the Annual Meeting, you may vote in person even if you already have voted your proxy by the Internet, telephone, or mail. Seating at the Annual Meeting will be on a first-come first-served basis. Attendees at the Annual Meeting will be required to comply with public health guidelines

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

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

Our full year results show continued strong volumetric growth with 2023 marking the highest net sales and second-highest EPS in Albemarle’s history. This highlights the focus and ability of our global team to succeed in a macro environment that remains challenging. We ended the year with net sales of $9.6 billion, up 31% compared to 2022, of which 21% was related to volume growth. Our Energy Storage global business unit delivered 35% volumetric growth in 2023. Operational discipline is a key component of our operating model. In 2023, we realized productivity benefits of more than $300 million; well in excess of the initial target of $170 million.

The alignmentCapital Investment Committee carries out the responsibilities of shareholder intereststhe Board related to oversight of management’s execution of major capital expenditure projects. The duties of the Capital Investment Committee are set forth in its charter, which can be found on the Company’s website at www.albemarle.com (see Investors/Governance/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. The Capital Investment Committee is responsible for, among other matters, advising and CEO compensationinforming 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.

This policy is administered by the strong correlation between CEO realizable pay over three-year periodsAudit & Finance Committee or the disinterested members of the Board of Directors, which will consider relevant facts and total shareholder return relativecircumstances in determining whether to our Peer Group forapprove or ratify such a transaction in accordance with the same three-year periods.

Our Nominating & Governance Committee has the primary responsibility for reviewing the compensation paid to our NEOs in 2020, which resulted in approximately 94%non-employee Directors and making recommendations for adjustments, as appropriate, to the full Board. The Nominating & Governance Committee undertakes periodic reviews of the votes cast approvingtype and form of compensation paid to our non-employee Directors, which includes a market assessment and analysis by its independent compensation consultant, Farient. As part of its analysis, Farient reviews non-employee Director compensation trends and data from companies comprising the same compensation peer group used in connection with the review of executive compensation. The Board believes that the fiscal 2023 compensation program for our non-employee Directors attracted, retained, and rewarded qualified non-employee Directors, consistent with market practices and the demands placed on our Board of Directors.

In this section, we describe the fallmaterial components of 2021,the 2023 compensation program for our named executive officers ("NEOs"), whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. We also provide an overview of our executive compensation philosophy. In addition, we explain how and why the Executive Compensation & Talent Development Committee of the Board (the “Committee”) arrived at the compensation decisions involving our NEOs.

We value the input and insights of our shareholders and are committed to continued meaningful engagement with investors. In 2023, we continued our practice of annual engagement with shareholders.shareholders on issues that are important to them. These discussions provide us a basis upon which weto continually evaluate our executive compensation and

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

The Committee designs and overseesassesses annually the efficacy of the Company’s executive compensation and benefit programs. It also considers changing market conditions that could affect the effectiveness of our programs in the future. Of note, Albemarle’s Energy Storage business unit experienced unprecedented growth in 2022 and expected this growth to continue in 2023 despite difficulty in predicting market pricing. Given the growing financial effect of lithium market pricing on Albemarle’s overall financial performance, the Committee worked with its executive compensation consultant to evaluate mechanisms that would best recognize management for actions within their control, while still aligning management’s pay with financial results. The Committee determined that applying a price adjustment to account for significant lithium market pricing fluctuation (upward or downward), outlined below in the 2023 Annual Incentive Plan section, best accomplished these goals.

The Committee approved two incentive compensation recovery policies effective as of December 1, 2023. One policy, adopted for purposes of compliance with the incentive-based compensation recovery provision of the Dodd-Frank Act and approves the NYSE listing standards, provides for the mandatory recovery of certain cash- and equity-based compensation paid on the basis of the achievement of financial performance measures from our executive officers in the event of an accounting restatement. The other policy, which expands the Company’s existing mandatory recoupment policy, outlines the circumstances under which cash- and equity-based awards made under any Company incentive plan may be recouped from any employee, including the NEOs, upon such employee's intentional misconduct that causes, or is reasonably likely to cause, material harm to the Company, --“financially,” “reputationally,” or “otherwise--,” or such employee's material violation of Albemarle policies, Code of Conduct,, or agreements or arrangements between the Company and the employee (e.g., confidentiality, non-solicitation, and non-disparagement obligations).

The philosophy underlying our executive compensation program is to create executiveprovide an attractive, flexible, and market-based total compensation plans that incentivizeprogram tied to performance and are aligned with the creationinterests of sustained shareholder value.our shareholders. Our compensation philosophy seeks to reward executives for achieving financial, stewardship, and other metrics, and building long-term value for our shareholders and other stakeholders. We follow several other principles when designing our executive compensation program including:

The key elements of our NEOs' compensation, and how these elements are linked to performance, are summarized in the chart below. For each NEO, the Committee reviews and approves annually each component of compensation and the resulting total compensation. The Committee benchmarks the individual componentscompares our executive compensation levels and practices to those of our compensation peer group and total compensationgeneral market data to our Peer Group. In setting the compensation forascertain whether each NEO is appropriately positioned above or below the Committee also considers othermedian to properly reflect various factors, includingsuch as performance, the scope and complexity of the NEO's position, level of performance, skills and experience, and contribution to the overall success of the Company, and applicable succession and retention considerations, as well as internal equity.

The Committee has retained an independent compensation consultant, Farient Advisors, to provide advice on best practices and market developments, as well as to provide independent advice to the Committee.

The Committee regularly meets with the independent compensation consultant without management present. The independent compensation consultant participates in Committee meetings throughout the year, reviews Committee materials in advance of each meeting, consults with the performance goalsCommittee Chair, provides to be included in our short-the Committee data on market trends and compensation design, assesses recommendations for base salary, annual incentive targets, and long-term incentive programs on an annual basisawards for our NEOs, and periodically meets with management. The independent compensation consultant may provide consulting advice to ensure they are alignedmanagement outside the scope of executive compensation with the Company's Annual Operating Plan, Long Range Plan, and Core Values.

The Committee usesengages the independent compensation consultant to undertake an annual review of the compensation peers that are used to provide insight into market competitive pay levels and practices. In partnership with our independent compensation consultant, a grouprobust process has been established to appropriately assess the relevance of comparable peerdifferent companies ("Peer Group") as a starting point to align eachin the context of our executive'smaking compensation with that of comparable positions within our Peer Group.comparisons. The criteria used to select the peer companies in our Peer Group and ways in which Peer Group compensation is utilized is summarized in the chart below.