Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

In accordance with Rule 14a-6(d) under Regulation 14A, please be advised that Livent Corporation intends to release definitive copies of this Proxy Statement to security holders on or about March 19, 2021.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card whether or not you plan to attend the virtual meeting; or if you prefer, please follow the instructions on the enclosed proxy card for voting by Internet or by telephone whether or not you plan to attend the ~~meeting in person.~~virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON ~~MAY 1, 2019:~~APRIL 29, 2021:

The proxy statement and the annual report to security holders are available atwww.livent.com

The Board of Directors (“Board”) of Livent Corporation (the “Company”, “Livent” or “we”) is soliciting proxies for use at the Company’s ~~2019~~2021 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned, the “Annual Meeting”). ~~The Company first mailed this proxy statement, the accompanying form of proxy and the Company’s Annual Report for 2018 on~~On or about March ~~27, 2019.~~19, 2021, we will mail to each of our stockholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

~~SEPARATION OF LIVENT FROM FMC CORPORATION~~INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING

~~Following~~This year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the ~~completion~~Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of the Company’s initial public offering in October 2018 (the “IPO”), FMC Corporation (“FMC”) retained approximately 84% of Livent’s outstanding common stock. On March 1, 2019, the Company became an independent company as a result of FMC’s distribution to FMC stockholders of all 123 million shares of Livent common stock that FMC owned (the “Distribution”).their location.

Each FMC stockholder of record as of the close of business on February 25, 2019, the record date of the Distribution, received 0.935301 shares of Livent common stock for each share of FMC common stock held on such date. All shares of Livent common stock issuedTo participate in the ~~IPO~~virtual meeting, visit www.virtualshareholdermeeting.com/LTHM2021 and ~~all~~enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 1:30 p.m. Eastern Daylight Savings Time (“EDT”) on April 29, 2021. The meeting will begin promptly at 2:00 p.m. EDT on April 29, 2021.

Whether or not you participate in the virtual meeting, it is important that your shares ~~distributed as~~be part of the ~~Distribution~~voting process. You may log on to proxyvote.com and enter your 16-digit control number. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

This year’s stockholders question and answer session will ~~be eligible to vote at~~include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/LTHM2021. We will post questions and answers, if applicable to our business, on our Investor Relations website shortly after the meeting.

You can vote at the Annual Meeting if you were a holder of the Company’s common stock, par value of $0.001 per share (“Common Stock”), on the record date. The record date is the close of business on March ~~11, 2019.~~1, 2021. You will have one vote for each share of Common Stock. As of ~~March 11, 2019,~~the record date, there were ~~146,000,000~~ 146,606,239 shares of Common Stock outstanding.

IfThe meeting can be accessed by visiting www.virtualshareholdermeeting.com/LTHM2021, where you ~~plan~~will be able to ~~cast your vote at~~listen to the meeting ~~please send written notification to~~live, submit questions and vote online. You will need the ~~Company’s Investor Relations Department, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA, 19104, so that~~16 digit control number provided on your name can be put on an admission list held at the registration desk at the entrance to the meeting. If you are a registered stockholder and wish to vote at the Annual Meeting, in addition to the above-referenced attendance notification, you must provide proper identification as the stockholderproxy card, voting instruction form or Notice of record at the registration desk, but no additional authorization will be required in order to cast your vote. If you hold your shares through a broker, bank or other intermediary and you wish to vote at the Annual Meeting, in addition to the above-referenced attendance notifications, you must obtain a legal proxy from your broker, bank or other intermediary authorizing you to vote at the Annual Meeting. We will be unable to accept a vote from you at the Annual Meeting without that authorization.Internet Availability of Proxy Materials.

Unless you tell us on the proxy card to vote differently, we plan to vote signed and returned proxies FOR the Board nominees for director, FOR Proposals 2, 3, 4 and ~~FOR Proposal 2,~~5, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

We need a quorum of stockholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding Common Stock entitled to vote at the meeting either attend the Annual Meeting in person or are represented by proxy at the Annual Meeting. Abstentions, broker non-votes (described below) and votes withheld are counted as present for the purpose of establishing a quorum.

Directors are elected by a majority of the votes cast in an uncontested election. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the election of directors is an uncontested election. As a result, any nominee who receives a majority of the votes cast with respect to his or her election at the Annual Meeting will be elected to the Board (or re-elected, in the case of any nominee who is an incumbent director). Incumbent nominees have tendered a contingent resignation which would become effective if (i) the nominee does not receive a majority of the votes cast with respect to his or her election at the Annual Meeting and (ii) the Board of Directors accepts such resignation. Adoption of ~~Proposal~~Proposals 2 ~~requires~~and 3 (which is non-binding) require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at the meeting, and adoption of Proposals 4 and 5 require the affirmative vote of the holders of at least 80% of all outstanding shares of the Company entitled to vote at the meeting.

Abstentions will not be counted as votes cast for the election of directors, and thus will have no effect on the election of directors. With respect to ~~Proposal~~Proposals 2 through 5, abstentions will have the effect of a vote against such proposals.

A broker non-vote occurs when a bank, broker or other nominee holding shares on behalf of a stockholder does not receive voting instructions from the beneficial owner with respect to a non-routine matter to be voted on at the Annual Meeting by a specified date before the Annual Meeting. Banks, brokers and other nominees may vote undirected shares on matters deemed routine in accordance with New York Stock Exchange (“NYSE”) rules, but they may not vote undirected shares on matters deemed non-routine in accordance with such rules. For this purpose, the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, but the election of directors, isthe non-binding advisory vote regarding named executive officer compensation, the amendments to the Certificate of Incorporation and By-Laws to declassify the Board of Directors, and the amendment to the Certificate of Incorporation to eliminate supermajority voting requirements are considered a non-routine ~~matter.~~ matters.

In the event of a broker non-vote in the election of directors or the non-binding advisory vote regarding named executive officer compensation at the Annual Meeting, the broker non-vote will not have any effect on the outcome ~~inasmuch~~in as much as broker non-votes are not counted as votes cast or as shares present and entitled to be voted with respect to any matter on which the broker has expressly not voted. In the event of a broker non-vote with respect to the amendments to the Certificate of Incorporation and By-Laws to declassify the Board of Directors or the amendment to the Certificate of Incorporation to eliminate supermajority voting requirements, the broker non-vote will have the effect of a vote against the proposals inasmuch as adoption of Proposals 4 and 5 require the affirmative vote of the holders of at least 80% of all outstanding shares of common stock entitled to vote at the meeting.

If you are entitled to vote shares under an employee benefit plan and you either do not direct the trustee by April 27, 2021 how to vote your shares, or if you vote on some but not all matters that come before the Annual Meeting, the trustee will, in the case of shares held in the Livent Savings and Investment Plan, vote your undirected shares in proportion to the votes received from other participants, and in the case of the Company’s other employee plans, vote your shares in the trustee’s discretion, except to the extent that the plan or applicable law provides otherwise.

You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:

The Board of Directors is divided into three classes, with one class of our directors standing for election each year, for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their death, resignation or removal or their successors are duly elected and qualified. Vacancies on the Board of Directors may be filled by a majority of the ~~Directors~~directors then in office, although less than a quorum, or by a sole remaining ~~Director.~~director. Any ~~Director~~director elected to fill a vacancy resulting from an increase in the number of ~~Directors~~directors shall hold office for a term that shall coincide with the remaining term of the class of ~~Directors~~directors to which he or she is elected. A ~~Director~~director elected to fill a vacancy not resulting from an increase in the number of ~~Directors~~directors shall have the same remaining term as that of his or her predecessor.

The Board of Directors currently consists of ~~seven~~nine directors, divided into the following three classes:

~~Both~~All of our Class IIII directors have been nominated to serve as Class IIII directors and have agreed to stand for election. If elected, the Class IIII directors’ next term will expire at the ~~2022~~2024 annual meeting of stockholders. Information about the nominees is contained in the section of this proxy statement entitled “Board of Directors”.

The Board of Directors expects that each of the nominees will be able and willing to serve as directors. If any nominee becomes unavailable, the proxies may be voted for another person nominated by the Board of Directors to fill the vacancy, or the size of the Board of Directors may be reduced.

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Audit Committee has approved KPMG LLP (“KPMG”) continuing to serve as the Company’s independent registered public accounting firm for ~~2019.~~2021.

The Audit Committee periodically reviews the performance of the independent external audit firm. In conjunction with the mandated rotation of KPMG’s lead engagement partner, the Audit Committee and its chairperson also evaluate and approve the selection of KPMG’s new lead engagement partner.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of KPMG. For the fiscal ~~year 2018,~~years 2019 and 2020, KPMG’s fees, all of which were approved by the Audit Committee, are included in the table below. ~~No independent auditors provided any services directly to the Company during fiscal year 2017, as we had not yet separated from FMC.~~

The Audit Committee has adopted a Pre-Approval Policy with respect to audit and non-audit services performed by its independent registered public accounting firm. The following is a summary of the Pre-Approval Policy.

Prior to the commencement of services for a given year, the Audit Committee will grant pre-approvals of expected services and estimated fees, as presented by the independent registered public accounting firm. The independent registered public accounting firm will routinely update the Audit Committee during the year in which the services are performed as to the actual services provided and related fees pursuant to the Pre-Approval Policy.

Unexpected services or services for which the fees to be incurred would exceed pre-approved amounts, will require specific approval before the services may be rendered. Requests or applications to provide such services that require specific approval by the Audit Committee will be submitted to the Chairman of the Audit Committee by both the Company’s Chief Financial Officer and the independent registered public accounting firm.

The request or application must include a statement as to whether, in the view of both the independent registered public accounting firm and the Chief Financial Officer, such request or application is consistent with the rules of the Securities and Exchange Commission (“SEC”) regarding auditor independence. Authority to grant approval for such services has been delegated to the Chairman of the Audit Committee subject to a $100,000 limit for each request, provided that any such approval would then be reviewed by the full Audit Committee at the next regularly scheduled meeting.

The Audit Committee has determined that the independence of KPMG has not been adversely impacted as a result of the non-audit services performed by such accounting firm.

We expect a representative of KPMG to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) and the related rules of the SEC, our Board of Directors is submitting a proposal providing our stockholders the opportunity to cast a non-binding advisory vote on the executive compensation paid to the Company’s executive officers named in this proxy statement (“named executive officers” or “NEOs”). In 2020, our stockholders voted that we should conduct a non-binding advisory vote on executive compensation (“Say on Pay”) on an annual basis. In line with that advisory vote, our Board of Directors has determined that Livent will conduct a Say on Pay vote annually.

This advisory vote on named executive officer compensation is non-binding on the Board, will not overrule any decision by the Board and does not compel the Board to take any action. However, the Board and the Compensation and Organization Committee of the Board (the “Compensation Committee”) may consider the outcome of the vote when considering future executive compensation decisions. Specifically, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, the Board will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board and the Compensation Committee believe that the Company’s executive compensation programs and policies and the compensation decisions described in this proxy statement (i) support the Company’s business objectives, (ii) link the interests of the executive officers and stockholders, (iii) align NEO pay with individual and the Company’s performance, without encouraging excessive risk-taking that could have a material adverse effect on the Company, (iv) provide NEOs with a competitive level of compensation and (v) promote retention of the NEOs and other senior leaders.

For the reasons discussed above (and further amplified in the compensation disclosures made in this proxy statement), the Board recommends that stockholders vote in favor of the following resolution:

RESOLVED that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and other related tabular and narrative disclosures set forth in this proxy statement).

The Board of Directors is submitting for approval by stockholders the following proposed amendments to the Certificate of Incorporation and By-Laws to eliminate, over a period of three years, the classification of its Board of Directors, without affecting the unexpired terms of directors.

The Company’s Certificate of Incorporation and By-Laws currently provide that the Board of Directors shall be divided into three classes of directors, with each class elected every three years for a three-year term. The structure was put into place by the Company’s former parent at the time of the spin-off of the Company to provide the then-new Company with stability and continuity to develop and implement the best long-term strategic course for the Company to create value. After considering the advantages and disadvantages of declassification, including feedback from stockholders and views of commentators, the Board of Directors has determined it is in the best interests of the Company and its stockholders to amend the Certificate of Incorporation and By-Laws to declassify the Board of Directors over the next three years. The Board of Directors believes that a declassified board structure should be phased-in so that directors serving immediately following the 2021 Annual Meeting can serve out the terms to which they have been elected. Approval by stockholders of this proposal would result in a fully declassified Board of Directors by the 2024 annual meeting of stockholders.

The Company presented this proposal to stockholders at the 2020 Annual Meeting, but the proposal did not receive the requisite affirmative vote of 80% of the total voting power of all outstanding shares of the Company, so the proposal was not approved. The Board of Directors is presenting this proposal to stockholders again in the hope that it will be approved by the requisite vote of stockholders.

If the proposed amendments are adopted and become effective, directors in office immediately after the 2021 Annual Meeting would serve out their three-year terms, but directors elected by stockholders beginning at the 2022 annual meeting of stockholders would be elected to one-year terms. Beginning at the 2024 annual meeting of stockholders, all directors would be subject to annual election for one-year terms.

The pertinent sections of Article 5 of the Certificate of Incorporation and Article 4 of the By-Laws, as they would be amended upon stockholder approval of this proposal to declassify the Board of Directors and make related changes, are attached as Appendices A-1 and A-2 to this Proxy Statement, respectively.

The Board of Directors has unanimously approved, adopted and declared advisable the amendments to the Certificate of Incorporation and By-Laws to declassify our Board of Directors in phases and make related changes as described above. The Board of Directors has also adopted resolutions recommending that these proposed amendments be submitted to stockholders and recommending that stockholders approve them.

The affirmative vote of 80% of the total voting power of all outstanding shares of the Company is required to approve this Proposal 4 to amend the Certificate of Incorporation and By-Laws to declassify the Company’s Board of Directors as described above. See information about the voting standard for this proposal on page 6.

Consistent with Delaware law, because the Board of Directors is classified, the Certificate of Incorporation currently provides that the directors are removable by stockholders only “for cause.” Upon the full declassification of the Board of Directors as of the 2024 annual meeting of stockholders, all directors would be removable “with or without cause” upon the vote of stockholders holding a majority of the voting power of the then-outstanding shares of all classes and series of capital stock of the Company entitled to vote at any annual or special meeting of stockholders.

If approved, this proposal would become effective, and the amendments to Article 5 of the Certificate of Incorporation and Article 4 of the By-laws described in Appendices A-1 and A-2 to this Proxy Statement would be implemented, upon the filing of a Certificate of Amendment containing the proposed amendments with the Secretary of State of Delaware, which the Company intends to do promptly after the required stockholder approval is obtained.

The Board of Directors is submitting for approval by stockholders the following proposed amendment to the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement.

The Certificate of Incorporation currently requires a supermajority vote of at least 80% of outstanding stock of the Company to (i) approve certain business combinations with an “interested stockholder,” which is defined generally as a person owning 10% or more of the Company’s voting stock, or any affiliate or associate of that person, and (ii) alter, amend or repeal provisions of the Certificate of Incorporation relating to (A) the election and removal of directors, (B) special meetings and shareholder actions by written consent, (C) Section 203 of the Delaware Act, (D) certain corporate opportunities, (E) certain business combinations, (F) exclusive forum and (G) amendments to the Certificate of Incorporation. This proposed amendment would reduce the required stockholder approval for these actions to a simple majority of the voting power of the Company’s outstanding shares.

A copy of Articles 8 and 9 of the Certificate of Incorporation, as such Articles would be amended upon stockholder approval of this proposal to replace supermajority voting requirements with a simple majority of outstanding shares requirement, is attached as Appendix B to this Proxy Statement.

Our Nominating and Corporate Governance Committee and the Board frequently review the Company’s governance structure and practices. Based on that review, which included consideration of current good governance practices and the advantages and disadvantages of the supermajority provisions, the Board of Directors has unanimously approved and recommends that stockholders approve the amendment to the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement.

The affirmative vote of 80% of the total voting power of all outstanding shares of the Company is required to approve this Proposal 5 to amend the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement as described above. See information about the voting standard for this proposal on page 6.

If approved, this proposal would become effective, and the amendments to Articles 8 and 9 of the Certificate of Incorporation described in Appendix B to this Proxy Statement would be implemented, upon the filing of a Certificate of Amendment containing the proposed amendments with the Secretary of State of Delaware, which the Company intends to do promptly after the required stockholder approval is obtained.

Directors are selected based on integrity, successful business experience, stature in their own fields of endeavor and diversity of perspectives they bring to the Board. Desired attributes of all directors include (i) ability to reach thoughtful, independent and logical judgments on difficult and complex issues; (ii) demonstrated leadership; (iii) knowledge, experience and skills in areas relevant to the Company’s lines of business; (iv) objectivity; and (v) willingness and ability to cooperate and engage with other members of the Board openly and constructively. Directors must also be able to view the issues the Company faces from the stockholders’ perspective and be committed to representing the long-term interests of our stockholders. We also require that our directors be able to commit the time necessary to ensure the diligent performance of their duties. Our Statement of Governance Principles, Policies and Procedures requires that ~~following the Trigger Date (as defined therein),~~ a majority of directors must be ‘independent’ within the meaning of the Sarbanes Oxley Act and NYSE Listing Standards.

We believe that maintaining a diverse Board membership with varying backgrounds, skills, expertise and other differentiating personal characteristics enhances the quality and diversity of thought in the Board’s deliberations and enables the Board to better represent all of the Company’s constituents. In seeking candidates who possess diversity of experience, background and perspective, the Nominating and Corporate Governance Committee casts a wide net and considers candidates whose diversity is based on race, gender, industry experience, type of position held, and other board experience. In addition to reviewing a candidate’s background and accomplishments, candidates are evaluated in the context of the current composition of the Board and the evolving needs of the Company.

The professional experience, qualifications, skills and expertise of each director is set forth below.

During ~~2018,~~2020, the Board of Directors held ~~four~~one regular ~~meetings~~meeting and nofive telephonic meetings. All incumbent directors attended ~~at least 75%~~all of the ~~total number of~~ meetings of the Board and all Committees on which they served.

The ~~current~~ Board ~~was not fully constituted until October 10, 2018. Prior to that time the Board was composed entirely~~ of ~~officers of FMC, Livent’s parent company. Following the IPO~~Directors has five standing Committees: an Audit Committee, a Compensation and ~~prior to March 1, 2019, the date of the Distribution, the Company was~~Organization Committee, a “controlled company” within the meaning of the NYSE corporate governance standards, because FMC owned a majority of the common stock eligible to vote in the election of our directors. Under these governance standards, a company of which more than 50% of the voting power is held by another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that the board of directors (1) be comprised of a majority of independent directors, (2) have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) have a nominating committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

~~Although following the IPO we have had a majority of independent directors, our~~ Nominating and Corporate Governance Committee, an Executive Committee and ~~our~~a Sustainability Committee.The Audit Committee, the Compensation and Organization Committee, ~~have not consisted~~and the Nominating and Corporate Governance Committee are entirely composed of independent directors as permitted by NYSE’s rules for controlled companies. Since we ceased to be a “controlled company” on March 1, 2019, we will comply with all applicable NYSE requirements concerning the independence of our board committees within the one-year transition period permitteddetermined by the ~~NYSE.~~Board on the basis set forth above.

The Board has affirmatively determined that each of Messrs. Barry, D’Aloia, Marcet, Merkt and Pallash, and Ms. Lampe-Önnerud meets the NYSE rules regarding independence and has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~The~~While Mr. Brondeau will not meet the independence standards set forth in the NYSE rules regarding independence until March 1, 2022, the Board believes that having Mr. Brondeau serve as Chairman is the appropriate structure for our shareholders and the Company given our current circumstances and operating strategies. Livent is no longer a ‘controlled company’ (i.e., of FMC) under NYSE rules. Furthermore, Mr. Brondeau is transitioning from his role as Executive Chairman of FMC effective on April 27, 2021, and will retire as an employee of FMC coincident with this transition, at which time he will be a non-employee director of FMC assuming his re-election at the FMC 2021 Annual Meeting of Stockholders. Retaining Mr. Brondeau as Chairman of the Board of ~~Directors has five standing Committees: an Audit Committee,~~Livent will help to ensure a ~~Compensation~~stable and Organization Committee, a Nominating and Corporate Governance Committee, an Executive Committee and a Sustainability Committee. The Audit Committee is entirely composed of independent directors as determined by the Board on the basis set forth above. A majorityorderly succession of the ~~members on each~~leadership of the ~~Compensation~~Company and ~~Organization Committee~~provide business continuity that is in the best interest of the Company’s stockholders. The Company continues to benefit from Mr. Brondeau’s strategic vision, depth of experience in Board and ~~Nominating~~business matters, and ~~Corporate Governance Committee are also independent on the basis set forth below.~~his ability to engage as needed with key stakeholders.

The Board of Directors has adopted a written charter that outlines the duties of the Audit Committee, including conducting an annual ~~self- assessment.~~self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The principal duties of this Committee, among other things, include:

Members:Mr. Barry (Chair), Mr. D’Aloia, Mr. Merkt and ~~Mr. Merkt.~~Ms. Lampe-Önnerud. The Board of Directors has determined that each member of the Audit Committee is “independent” as defined by SEC and NYSE rules, ~~meets~~that Messrs. Barry, D’Aloia, and Merkt meet the SEC requirements for an “audit committee financial ~~expert”~~expert,” and that Ms. Lampe-Önnerud is “financially literate” as required by the ~~NYSE. The~~NYSE.The Board has also determined that no current Audit Committee member sits on the audit committee of more than three public companies.

Number of Meetings in ~~2018: two.~~2020: seven (one in person; six by teleconference).

The Board of Directors has adopted a written charter that outlines the duties of the Compensation and Organization Committee (the “Compensation Committee”), including conducting an annual self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”.

Members:Mr. ~~Brondeau~~D’Aloia (Chair), Mr. ~~Merkt~~Barry and Mr. ~~Pallash.~~Marcet. The Board of Directors has determined that each member of ~~Messrs. Merkt~~the Compensation and ~~Pallash~~Organization Committee is independent as defined by NYSE rules.

Number of Meetings in ~~2018: one.~~2020: six (one in person; five by teleconference).

The role and responsibilities of the Nominating and Corporate Governance Committee are set forth in the Statement of Governance Principles, Policies and Procedures adopted by our Board of Directors. A current copy of this document is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The principal duties of this Committee, among other things, include:

Members:~~Ms. Utecht~~Mr. Merkt (Chair), ~~Mr. Barry,~~Ms. Lampe-Önnerud and Mr. ~~D’Aloia.~~Pallash. The Board of Directors has determined that each member of ~~Messrs. Barry~~the Nominating and ~~D’Aloia~~Corporate Governance Committee is independent as defined by NYSE rules.

Number of Meetings in ~~2018: none.~~2020: three (one in person, two by teleconference).

The Executive Committee will act in place of the Board of Directors when the full Board of Directors is not in session.

The Board of Directors has adopted a written charter that outlines the duties of the Sustainability Committee, including conducting an annual self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The Committee’s scope will encompass safety, environmental and sustainability programs of the Company and its principal duties include:

In accordance with the Livent Corporation Statement of Governance Principles, Policies and Procedures, the non-employee members of the Board of Directors meet in regularly scheduled executive sessions without management. These ~~‘outside~~“outside director ~~only’~~only” sessions ~~shall be~~are led by the Chairman of the Board, unless the positions of Chairman of the Board and Chief Executive Officer are not held by separate individuals, in which case these sessions ~~shall be~~are led by the Lead Director.

The Company maintains the Livent Corporation Compensation Policy for Non-Employee Directors (“Director Compensation Policy”) to provide for the compensation described below. The Board administers the Director Compensation Policy. Competitive market data on director pay levels and design practices are prepared by and reviewed with the Company’s consultant, Aon. The Director Compensation Policy is not applicable to directors who are also employees of the Company or its affiliates. Accordingly, Mr. Graves, our CEO, ~~and both Mr. Brondeau and Ms. Utecht, each of whom are executives of FMC, received~~receives no additional compensation for ~~their~~his service as a director in 2018. However, following the Distribution, the Company is no longer an affiliate of FMC, and Ms. Utecht and Mr. Brondeau will be entitled to be compensated the same as other non-employee directors pursuant to the Director Compensation Policy. Effective March 31, 2019, Ms. Utecht will be retiring from her position at FMC.

director. For a description of the compensation paid to Mr. Graves for his service during ~~2018~~2020 as our CEO, see below under the heading “Executive Compensation”. For a description of the compensation paid to Mr. Brondeau and Ms. Utecht with respect to their service during 2018 as FMC executives, see the proxy statement filed by FMC with the SEC on or about March 22, 2019, which is available at https://www.sec.gov/edgar/searchedgar/companysearch.html.

Currently, each non-employee director is paid an annual retainer of $75,000 or a pro rata amount for any portion of a year served. The retainer is paid in ~~quarterly~~four installments in cash, unless ~~for years after 2018,~~ the director elects to receive all or part of it in restricted stock units ~~(or “RSUs”~~(“RSUs”). Restricted stock units granted in lieu of an annual cash retainer are awarded on May 1 of the relevant calendar year, and are subject to forfeiture on a pro rata basis if the director does not serve for the full year in respect of which the retainer is paid. The forfeiture condition is waived in the event of a change in control of the Company or if the director’s service ceases due to his or her death or disability. Each director who chairs a committee is paid an additional $10,000 per year, except

the Chairman of the Compensation Committee is paid an additional $15,000 per year, and the Chairman of the Audit Committee is paid an additional $20,000 per year. The chair of the Executive Committee does not receive any additional compensation with respect to such service. Audit Committee members (other than the Chairman of the Audit Committee) also receive an additional $5,000 annual retainer. The non-executive Chairman is entitled to an additional $20,000 annual retainer. All such annual retainer, committee and Chairman payments are paid ~~quarterly.~~in four installments.

Each non-employee director ~~will~~ also ~~receive~~receives an annual grant of restricted stock units on May 1 of each calendar year having a value of $90,000 on the date of grant. In 2018, each non-employee director serving on the Board at the completion of the IPO received a one-time initial award of restricted stock units valued at $47,344 on the date of grant. This number represented a pro-rated portion of the $90,000 annual grant of restricted stock units, calculated with respect to the directors’ service on the Board between the IPO and May 1, 2019 (“IPO Director Awards”).

~~The IPO Director Awards and subsequent~~These annual grants will vest at the annual meeting of stockholders held in the year following the date of grant or, if sooner, upon a change in control of the Company. In addition, the restricted stock units will vest on a pro rata basis if the director dies before the annual meeting at which the units would have otherwise vested.

A director is permitted to specify, prior to the year in which the restricted stock units are credited, the date upon which he or she wishes to receive payment in Common Stock of any vested restricted stock units. In the absence of an election, payment will be made upon the earlier of a director’s cessation of service on the Board or a change in control of Livent. The directors’ ability to sell any distributed shares remains subject to the restrictions of the Company’s Director Stock Ownership Policy, which policy is described below.

Non-employee directors also receive dividend equivalent rights on all restricted stock units awarded as part of their annual retainers and on any vested restricted stock units awarded as an annual grant. Such dividend equivalent rights are credited in the form of additional restricted stock units equal in value to the cash dividends paid to ~~stockholders.~~stockholders.The dividend equivalent rights awarded as part of an annual retainer are generally subject to forfeiture on a pro rata basis if a director does not serve on the Board for the full year in respect of which the retainer grant is made, except the forfeiture condition is waived in those circumstances described in the “Retainer and Fees” section above. No other remuneration is paid to non-employee directors for services as a director of the Company. Non-employee directors do not participate in the Company’s nonqualified deferred compensation plan or employee benefit plans. The Company supports the charitable donations of directors under its matching gifts plan that provides a dollar-for-dollar match of gifts up to $15,000 per year to certain educational institutions, arts and cultural organizations, and conservation and civic organizations.

The Company has established guidelines setting expectations for the ownership of Company stock by non-employee directors. The Director Stock Ownership Policy requires that within 5five years of being elected to the Board, each non-employee director hold a minimum of five times the value of the annual cash retainer (the “ownership requirement”), currently ~~$375,000.~~$375,000, in Company stock. For this purpose, undistributed shares underlying restricted stock units (both vested and non-vested) are considered “held” by a director. A director has five years from the date of his or her election to the Board to achieve compliance with the ownership requirement. However, even during the initial five-year phase-in period, directors are not permitted to sell shares of Common Stock, other than to satisfy tax liabilities triggered by Company equity grants, unless they will be in compliance with the ownership requirement (calculated on the then current annual cash retainer) immediately following any sale of Common Stock. Compliance with the ownership requirement is measured at the time of any proposed sale or disposition of shares of Common Stock by a director, and after the initial ~~five year~~five-year phase-in period, on December 31 of each year.

The table below shows the total compensation paid to each non-employee director who served on the Board during ~~2018.~~2020.

~~FMC~~ LIVENT CORPORATION ~~DIRECTOR COMPENSATION TABLE 2018~~| 2021PROXY STATEMENT21

The positions of Chairman of the Board and Chief Executive Officer of the Company are separate. Mr. Brondeau serves as Chairman of the Board and Mr. Graves serves as our Chief Executive Officer and President. Our Corporate Governance principles provide that the Board should consider the issue of separation of the Chairman and Chief Executive Officer positions under the circumstances prevailing from time to time. When the positions are not separate, a Lead Director shall be appointed. The responsibilities of the Lead Director under this structure would include: serving as the liaison between the Chairman and the non-employee directors, reviewing, advising on or approving information sent to the Board, approving meeting agendas and schedules, calling meetings of the non-employee directors, serving as a member of the Executive Committee, and presiding at all meetings at which the Chairman is not present, including executive sessions of the non-employee directors.

As part of the Company’s risk management process, the Board regularly discusses with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps the Company takes to manage them. The Board also reviews the designation of the management person or entity responsible for managing such risks, and evaluates the steps being taken to mitigate the risks. The Board’s monitoring role is carried out by either the full Board or a Committee that reports to the Board, depending on the risk in question. The Board has determined that a separate Risk Committee is not warranted at this time.

Stockholders and any interested parties may communicate with the Board of Directors, the Chairman of the Compensation and Organization Committee, or any other individual member of the Board as follows: Communications must be in writing, sent care of the Corporate Secretary, Livent Corporation, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA 19104. All communications will be delivered as addressed.

The Nominating and Corporate Governance Committee is responsible for seeking, screening and recommending to the Board, candidates for Board membership. An executive search firm may also be utilized to identify qualified candidates for consideration. The Nominating and Corporate Governance Committee evaluates candidates based on the qualifications for director described in its Charter and summarized in the section above entitled “Director Qualifications.” The Nominating and Corporate Governance Committee then presents qualified candidates to the full Board of Directors for consideration and selection. The Nominating and Corporate Governance Committee will consider nominees for election to the Board that are recommended by stockholders, applying the same criteria for candidates as discussed above, provided it is timely made and that the other information specified in the By-Laws, accompanies the stockholder’s recommendation.

Any stockholder is entitled to directly nominate one or more candidates for election to the Board of Directors in accordance with the Company’s By-Laws. Notice of a stockholder’s intent to nominate one or more candidates for election as directors at the ~~2020~~2022 Annual Meeting must be delivered to the Company at the address set forth below, not later than ~~February 3, 2020.~~January 31, 2022. All nominations, together with the additional information required by the Company’s By-Laws, must be sent to the Corporate Secretary, ~~FMC~~Livent Corporation, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA 19104. A copy of the Company’s By-Laws may be obtained by writing to the Corporate Secretary at the same address. The Board reserves the right not to include such nominees in the proxy statement.

The Nominating and Corporate Governance Committee annually surveys all Directors for evaluation of Board and Committee performance overall and in specific areas of responsibility in accordance with the Company’s Statement of Governance Principles, Policies and Procedures.

The Board and Committees perform annual self-evaluations of their performance. A lengthy questionnaire is sent to each director covering several topics, including Board structure and composition (and what additional skills, if any, may be needed), preparation of members and whether they stay

abreast of issues, understanding of Company strategy, whether expectations and concerns are adequately communicated to the CEO, CEO succession planning procedures, performance of committees, and length and content of Board meetings. Each Committee member also completes a shorter questionnaire assessing the performance of his or her Committee.

After obtaining written responses to the questionnaires, the Corporate Secretary conducts a telephone interview with each director to elicit elaboration of views expressed and any other issues the director wishes to discuss. A written report summarizing the responses from the questionnaires and the telephone interviews is presented to the Nominating and Corporate Governance Committee to determine whether any action is required, with a copy of the report also going to the full Board. Individual responses remain anonymous to ensure complete candor.

Any concern or issue with regard to an individual director’s performance would be reviewed with the Chairman of the Nominating and Corporate Governance Committee for discussion with the director and any further action. The Board is committed to ensuring that its members maintain the necessary skills, qualifications, experience and diversity, and the Board will continue to consider and implement changes to the composition of the Board in light of its annual performance evaluations.

Our Statement of Governance Principles, Policies and Procedures provides that a range in director age is desirable to allow staggered retirement and replacement of desired skills on a planned basis with appropriate continuity.

In accordance with ~~our majority voting standard for the election of directors in uncontested elections, incumbent~~Livent’s director resignation policy, Incumbent director nominees are required to tender a contingent resignation which would become effective if (i) the nominee does not receive ~~a majority~~the required number of ~~the~~ votes ~~cast with respect to~~for his or her ~~election at any meeting of stockholders at which directors are being elected~~reelection and (ii) the Board accepts such resignation.

Non-employee directors are expected to submit their resignation from the Board upon termination of active service as an employee or a significant change in responsibilities, unless requested by the Board to continue as a Board member for an agreed period.

Employee directors, specifically including the Company’s Chief Executive Officer, are expected to retire from the Board simultaneous with retirement from the Company unless requested by the Board to continue as a Board member for an agreed upon period.

The Company’s policy is that all directors are expected to attend the annual meeting of stockholders.

~~Stockholders may make proposals to be considered at the 2020 Annual Meeting. In order to make a proposal for consideration at~~ All incumbent directors attended the 2020 Annual Meeting a stockholder must deliver notice to the Company at the address set forth below, containing certain information specified in the By-Laws, not less than 60 or more than 90 days before the date of the meeting. However, if the Company provides public disclosure of the date of the 2020 Annual Meeting less than 70 days in advance of the meeting date, then the deadline for the stockholder’s notice and other required information is 10 days after the date of the Company’s notice or public disclosure of the date of the 2020 Annual Meeting.via live webcast.

In addition to being able to present proposals for consideration at the 2020 Annual Meeting, stockholders may also be able to have their proposals included in the Company’s proxy statement and form of proxy for the 2020 Annual Meeting. In order to have a stockholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to the Company at the address set forth below not later than November 23, 2019, and the stockholder must otherwise comply with applicable SEC requirements. If the stockholder complies with these requirements for inclusion of a proposal in the Company’s proxy statement and form of proxy, the stockholder need not comply with the notice requirements described in the preceding paragraph.

A copy of the Company’s By-Laws may be obtained by writing to the Corporate Secretary, and all notices referred to above must be sent to the Corporate Secretary, FMC Corporation, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA 19104.

The Company’s website is located at www.livent.com. The following corporate governance documents are posted on the Investor Relations page of the website under Corporate Governance Guidelines:

The Company has a Code of Ethics and Business Conduct policy that applies to all directors, officers (including its Chief Executive Officer, Chief Financial Officer and Controller), employees, and ~~employees.~~suppliers and contractors in their work on behalf of the Company. It is posted on the Investor Relations page of the Company’s website at www.livent.com.

The Company intends to post any amendments to, or waivers from, the Policy required to be disclosed by either SEC or NYSE regulations on the Corporate Governance Guidelines section of the Investor Relations page of the Company’s website.

COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND ~~INSIDERPARTICIPATION~~INSIDER PARTICIPATION

During the last fiscal year, Messrs. ~~Brondeau, Merkt~~D’Aloia, Barry and ~~Pallash~~Marcet served as members of the Compensation Committee. Each of Messrs. ~~Merkt~~D’Aloia, Barry and ~~Pallash~~Marcet have been determined by the Board to be independent on the basis described in the above section entitled “Committees and Independence of Directors”. None of the members listed above has been an officer or employee of the Company, and no executive officer of the Company has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board of Directors.

~~Mr. Brondeau is the Chief Executive Officer and Chairman~~HUMAN CAPITAL MANAGEMENT

The Board strongly believes that much of the ~~Board~~future success of ~~Directors~~Livent depends on the caliber of ~~FMC.~~ its talent and the full engagement and inclusion of its employees in the workplace. Additionally, the Compensation and Organization Committee oversees a broad range of human capital management topics, including skills, diversity and inclusion, talent attraction and retention, employee engagement and pay equity.

For more information about Livent’s Human Capital Management (“HCM”) practices, please see the section captioned “Human Capital Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Livent continues its sustainability journey, building upon its heritage as a ~~description~~lithium pioneer and leader for nearly 80 years. Last year, the Company released its first Sustainability Report. The Sustainability Report includes a comprehensive review of ~~our agreements with FMC, see below under~~ the ~~heading “Related Party Transactions Policy—Agreements with FMC.”~~Company’s strategy and performance in key Environmental, Social and Governance (“ESG”) areas. The Company understands the importance to its various stakeholders of establishing an ESG strategy unique to Livent.

For more information about Livent’s sustainability program and updates on the Company’s progress against its sustainability goals, please visit www.livent.com/sustainability. Nothing on the Company’s website, including its Sustainability Report or sections thereof, shall be deemed incorporated by reference into this Proxy Statement.

The Board of Directors Statement of Policy with respect to Related Party Transactions sets forth the Company’s position and procedures with respect to review, approval or ratification of related party transactions, including the types of transactions addressed by the Policy.

Under the Policy, “Related Parties” are defined to include executive officers and directors of the Company and their immediate family members, a stockholder owning in excess of 5% of the Company (or its controlled affiliates), and entities in which any of the foregoing have a substantial ownership interest or control.

With respect to any transaction where a related party receives a benefit equal to or in excess of a de minimis amount of $5,000 (when aggregated with all similar transactions) the Policy requires that the transaction be pre-approved (or, if equal to or less than $120,000, ratified) by the Audit Committee and disclosed where required by SEC rules. During the period that the Company was a “controlled company” ~~as described on page 12,~~within the meaning of NYSE corporate governance standards, all Related Party Transactions between the Company and FMC were subject to review and approval or ratification by those members of the Audit Committee who are both independent and not FMC-affiliated directors. The Policy also provides that any related party (other than FMC, a director who serves as an officer or director of FMC or an otherwise unaffiliated 5% shareholder) who is presented with a “corporate opportunity” within the Company’s line of business, must first offer that opportunity to the Company.

~~Notwithstanding~~The Policy provides a different standard for the ~~foregoing, in the case~~review and approval of an ordinary course of business transaction between the Company and an entity of which a potential director nominee of the Company is an executive officer or significant stockholder of the entity ~~provided~~(provided the director does not otherwise have a material interest in the ~~transaction, the Policy provides a different standard for the review and approval of transactions~~transaction) that involve payments in any year to or from the Company in excess of either: (i) 1% of the Company’s consolidated revenues for the most recently completed fiscal year or (ii) the greater of $1 million or 1% of the other entity’s consolidated revenues for the most recently completed fiscal year. If the transaction does not exceed the above-mentioned thresholds (and the director does not have a material interest in the transaction), the transaction will be reviewed by the Nominating and Corporate Governance

Committee as part of its review of director independence. If the director does have a material interest in the transaction, regardless of whether the above-mentioned thresholds are exceeded, the transaction must be approved or ratified by the Audit Committee in accordance with the preceding paragraph.

In the event of an ordinary course of business transaction that exceeds the above-mentioned thresholds associated with prospective directors, review and approval by the Audit Committee must occur prior to the director’s election, provided that the foregoing does not apply to FMC-affiliated directors who were members of the Board upon consummation of our initial public offering of 20 million shares of Livent common stock to the ~~IPO.~~public on October 15, 2018 (the “IPO”). After approval or ratification, in each case the director will provide updated information at least annually on the aggregate payments involved in the transaction. This information will be reviewed by the Nominating and Corporate Governance Committee in connection with its review of directors’ independence. If the aggregate amounts involved in the transaction exceed the thresholds noted above, the Audit Committee shall be required again to review and ratify the transaction.

The Related Party Transactions Policy does not apply to transactions available to all employees generally and transactions involving solely matters of executive compensation.

~~Prior to the~~We became a public company upon completion of the ~~IPO, through~~IPO. On March 1, 2019, we became an independent company as a ~~series~~result of ~~steps, FMC transferred to us substantially all of the assets and liabilities of its lithium business (“Lithium Business”). In exchange, we issued or transferred~~FMC’s distribution to FMC stockholders of all ~~of issued and outstanding~~123 million shares of ~~our capital stock. Following~~Livent common stock that FMC owned as a pro rata dividend on shares of FMC common stock outstanding at the ~~completion~~close of ~~the IPO, FMC beneficially owned approximately 84% of our outstanding common stock.~~business on February 25, 2019 (the “Distribution”).

In connection with the IPO, ~~and the separation of the Company into a publicly traded company, the Company and FMC~~we entered into certain agreements with FMC to provide a framework for the Company’s ~~ongoing~~ relationship with ~~FMC. Of~~FMC following the IPO. Some of the agreements are summarized below, while all of the material agreements are filed as exhibits to the Company’s Annual Report on Form 10-K ~~filed with~~for the ~~SEC on February 28, 2019.~~year ended December 31, 2020. These summaries are qualified in their entirety by reference to the full text of such agreements.

We entered into a separation and distribution agreement with FMC immediately prior to the completion of the IPO that, together with the other agreements summarized below, governs the relationship between FMC and us following the IPO. The separation and distribution agreement generally allocates assets and liabilities to us and FMC according to the business to which such assets or liabilities relate. In particular, the separation and distribution agreement provides, among other things, that, subject to the terms and conditions contained therein: (1) all of the assets primarily related to the businesses and operations of FMC’s Lithium Business were transferred to us or one of our subsidiaries; and (2) certain liabilities (whether accrued, contingent or otherwise and regardless of whether arising or accruing before, on or after the consummation of the IPO) related to or arising out of the businesses and operations of FMC’s Lithium Business were retained by or transferred to us or one of our subsidiaries.

We entered into (and subsequently amended) a transition services agreement to provide each other, on a transitional basis, certain administrative, human resources, treasury and support services and other assistance, each in a manner and scope generally consistent with the services provided by the parties to each other before our separation from FMC. Pursuant to the transition services agreement, FMC ~~provides~~provided certain support services to us. Services ~~are~~were provided on a cost-plus ~~basis. During~~basis.The transition services agreement expired on October 31, 2019. However, during the fiscal year ended December 31, ~~2018,~~2020, we paid approximately ~~$2.3~~$5.0 million to ~~FMC. The transition services agreement was amended on March 1, 2019.~~FMC in settlement of amounts owed under that agreement.

We entered into a shareholders’ agreement with FMC immediately prior to the completion of the IPO that governs the relationship between us and FMC as our former parent company. The shareholders’ agreement provides, among other things, that

during the 12-month period following the date FMC ceased to hold a majority of our common stock, neither the Company nor FMC will solicit, aid, induce or encourage any employee of the other to leave his or her employment or hire any such employee, subject to customary exceptions. We have also agreed that, for so long as FMC is required to consolidate our results of operations and financial position or account for its investment in our company under the equity method of accounting, we will, among other things, cooperate with FMC in the preparation of audited financial statements and quarterly financial statements, not change our independent auditors without FMC’s prior written approval, use our reasonable best efforts to enable our independent auditors to complete their audit of our financial statements in a timely manner so as to permit timely filing of FMC’s financial statements, and consult with FMC regarding the timing and content of our earnings releases and cooperate fully with FMC in connection with any of its public filings. In addition we and FMC are obligated to provide each other access to information of the other, subject to certain limitations and confidentiality obligations.

We entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of any failure of the Distribution (or certain related transactions) to qualify as tax-free for U.S. federal income tax purposes. The tax matters agreement also sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. Under the tax matters agreement, FMC generally will be responsible for all of our income taxes that are reported on combined tax returns with FMC or any of its affiliates for tax periods ending on or before December 31, 2017. AtFor the year ended December 31, ~~2018,~~2020, we ~~have obligations to our parent affiliate, FMC, for approximately $16.9 million related to income taxes payable to certain~~are not expecting any U.S. federal and state tax ~~jurisdictions and $4.6 million for payments made by FMC on Livent’s behalf related to the separation of Livent from FMC.~~liabilities. In addition, at December 31, ~~2018,~~2020 we ~~have~~had recorded a ~~$3.1~~$0.4 million indemnification liability to FMC for assets where the offsetting uncertain tax position is with FMC and a ~~$3.0~~$1.3 million indemnification asset from FMC regarding uncertain tax positions that are related to our legacy business before the IPO and for which we are indemnified by FMC. We will generally be responsible for all other income taxes, that would be applicable to us if we filed the relevant returns on a standalone basis, and all non-income taxes attributable to our business.

We entered into a registration rights agreement with FMC immediately prior to the completion of the IPO, pursuant to which we agreed that, upon the request of FMC, we would use our reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of our common stock retained by FMC following the IPO. Our obligations under the registration rights agreement were effectively terminated upon completion of the Distribution.

We entered into an employee matters agreement with FMC immediately prior to the completion of the IPO that governs the relationship between us and FMC with respect to employment, compensation and benefits matters. Upon the closing of the IPO, except as otherwise expressly provided in the employee matters agreement, we generally assumed responsibility for all employment, compensation and benefits-related liabilities relating to our employees (whether active or inactive) and former employees who were last actively employed primarily in FMC’s Lithium Business, whom we collectively refer to as “Lithium Employees,” regardless of whether such liabilities arise before, on or after the closing of the IPO.

Except as otherwise provided in the employee matters agreement, effective as of January 1, 2019 (or, in the case of Lithium Employees located outside of the United States, the date of the closing of the IPO), which we refer to as the “Benefits Commencement Date,” Lithium Employees are eligible to participate in compensation and benefit plans established by us or one of our subsidiaries, and such plans will generally recognize all service for FMC and its affiliates prior to the applicable Benefits Commencement Date for purposes of eligibility, vesting and benefit accruals. However, such service will not be recognized to the extent that such recognition would result in a duplication of benefits. The employee matters agreement was amended and restated on February 4, 2019.

We entered into a Trademark License Agreement pursuant to which FMC granted to us a non-exclusive, worldwide, royalty free license to use the “FMC” word mark and related logos (which we refer to as the “Licensed Trademarks”) for a period ending two years after the date of the Distribution solely in connection with any product or service of the Lithium Business as conducted as of the date of our separation from FMC. The Trademark License Agreement was amended on May 11, 2020 to extend the term of the agreement, and our permitted use of the Licensed Trademarks, to March 1, 2022.

We entered into a Sublease Agreement with FMC, pursuant to which we subleased office space from FMC at our Philadelphia, Pennsylvania location. Under this sublease agreement, we paid FMC rent of approximately $2.1 million during the fiscal year ended December 31, 2020.

We entered into a Sublease Agreement with FMC, pursuant to which FMC subleased office space from us at our Ewing, New Jersey location. This sublease agreement expired in 2020. FMC paid us rent of approximately $208,000 during the fiscal year ended December 31, 2020.

We entered into a Sublease Agreement with FMC, pursuant to which we subleased office space from FMC at our Shanghai, China location. Under this sublease agreement, we paid FMC rent of approximately $235,000 during the fiscal year ended December 31, 2020. This Sublease Agreement was terminated in 2020.

We entered into a Sublease Agreement with FMC, pursuant to which we subleased office space from FMC at our Tokyo, Japan location. Under this sublease agreement, we paid FMC rent of approximately $34,000 during the fiscal year ended December 31, 2020. This Sublease Agreement was terminated on June 30, 2020.

Stockholders may make proposals to be considered at the 2022 Annual Meeting. In order to make a proposal for consideration at the 2022 Annual Meeting, a stockholder must deliver notice to the Company at the address set forth below, containing certain information specified in the By-Laws, not less than 60 or more than 90 days before the date of the meeting. However, if the Company provides public disclosure of the date of the 2022 Annual Meeting less than 70 days in advance of the meeting date, then the deadline for the stockholder’s notice and other required information is 10 days after the date of the Company’s notice or public disclosure of the date of the 2022 Annual Meeting.

In addition to being able to present proposals for consideration at the 2022 Annual Meeting, stockholders may also be able to have their proposals included in the Company’s proxy statement and form of proxy for the 2022 Annual Meeting. In order to have a stockholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to the Company at the address set forth below not later than November 19, 2021, and the stockholder must otherwise comply with applicable SEC requirements. If the stockholder complies with these requirements for inclusion of a proposal in the Company’s proxy statement and form of proxy, the stockholder need not comply with the notice requirements described in the preceding paragraph.

A copy of the Company’s By-Laws may be obtained by writing to the Corporate Secretary, and all notices referred to above must be sent to the Corporate Secretary, Livent Corporation, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA 19104.

The following table shows, as of the record date, March ~~11, 2019,~~1, 2021, the number of shares of Common Stock beneficially owned by each current director or nominee for director, the executive officers named in the Summary Compensation Table, and all current directors, nominees for director and executive officers as a group. Each director or nominee and each executive officer named in the Summary Compensation Table (“NEOs”) beneficially owns less than one percent of the Common Stock.

Based on available information, the persons listed in the table below beneficially ~~own~~owned more than five percent of the Company’s outstanding shares of Common Stock as of ~~March 11, 2019:~~the dates set forth in the footnotes to the table:

Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of securities. These reports are made on documents referred to as Forms 3, 4, and 5. Our directors and executive officers must also provide us with copies of these reports. We have reviewed the copies of these reports that we have received and written representations that no Form 5 was required from the individuals required to file these reports. Based on this review, we believe that during 2020 each of our directors and executive officers timely complied with applicable reporting requirements for transactions in our equity securities except for one late report on Form 4 relating to shares withheld on January 10, 2020 to pay taxes upon the vesting of previously timely disclosed awards for Paul W. Graves.

~~The~~This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 2020 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information for the following ~~table sets forth information required under SEC rules concerning the compensation paid to our~~ named executive officers (“NEOs”) ~~by FMC~~, who were the sole executive officers of the Company in ~~respect of our fiscal year ended December 31, 2017 and by FMC and Livent in respect of our fiscal year ended December 31, 2018.~~2020:

In October 2018, Livent successfully began its separation from FMC, our former parent company, with an IPO. On March 1, 2019, we completed our separation from FMC with FMC’s Distribution. When the Compensation Committee designed our initial executive compensation program in 2018, it contemplated the impending IPO and Distribution. In 2019 and 2020, the Compensation Committee did not make changes to the original compensation program developed in 2018. The objectives of the Compensation Committee in designing our executive compensation program are to have a simple yet competitive program that supports Livent’s business strategy, reflects Livent’s pay for performance approach, and aligns with the long-term interests of our stockholders.

As of December 31, 2019, we ceased to be an emerging growth company under the Jumpstart Our Business Startups Act of 2012. We are therefore now required to hold our first non-binding advisory stockholder vote on our executive compensation program (known as “Say on Pay”) during our 2021 Annual Meeting of Stockholders. We held our first non-binding advisory stockholder vote on the frequency of the “Say on Pay” vote at the 2020 Annual Meeting. At that meeting, the vast majority of our stockholders voted to support conducting our non-binding Say on Pay vote on an annual basis. In line with that advisory vote, our Board of Directors has determined that Livent will conduct a Say on Pay vote annually.

In light of these objectives, our compensation plans are designed to reward our executive officers for generating performance that achieves Company and individual goals, and for increasing shareholder returns. When we do not achieve Company and individual goals, our executive officers’ compensation reflects that performance.

2020 was a challenging year for Livent and the lithium industry as a whole. The difficult business environment was exacerbated by the COVID-19 pandemic, which disrupted supply chains and customer order patterns, added to operational complexity and delayed the strong rebound in demand that was expected in 2020. As a result, global market conditions for many of the lithium products that Livent supplies were not favorable. Livent’s performance was negatively impacted by lower than forecasted realized pricing, lower than anticipated lithium hydroxide sales volumes due to delayed customer orders, and the incremental cost of consuming third-party lithium carbonate versus Livent-produced carbonate from Argentina.

EBITDA is defined as net income/loss, plus interest expense, net, income tax expense/(benefit), and depreciation and amortization.

Adjusted EBITDA is defined as EBITDA adjusted for certain Argentina remeasurement losses/(gains), restructuring and other charges/(income), separation-related costs, COVID-19 related costs, loss on debt extinguishment, and other losses/(gains).

For a reconciliation of Adjusted EBITDA to the nearest GAAP measure, see the section captioned “Results of Operations — Years Ended December 31, 2020 and 2019” in our Annual Report on Form 10-K for the year ended December 31, 2020.

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and was declared a pandemic by the World Health Organization in March 2020. COVID-19 has since spread worldwide, posing public health risks across the globe and has negatively impacted the global economy, disrupted global supply chains and workforce participation and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and severity of the pandemic and related restrictions, all of which are uncertain and cannot be predicted.

In 2020, the COVID-19 pandemic negatively impacted the Company’s business, operations and financial performance. Government measures and restrictions globally had a negative impact on demand for certain of the Company’s products and a negative impact on the operating cost and the efficient operation of the Company’s facilities, supply chains and logistics. We saw a slowdown in demand for certain of our products and global inventories were elevated, which had a downward pressure on prices for certain of our products.

The Company’s working capital was impacted by the effects of COVID-19 during 2020. Certain of our customers canceled, postponed or delayed orders. We had an increased use of cash

~~THE NEOs~~resulting from logistical supply disruptions, such as increased warehousing costs, higher sea shipping costs, and the use of air freight rather than cargo ships to meet more uncertain customer delivery deadlines. The Company also used cash to purchase additional personal protective equipment for its employees, such as masks and gloves, and for increased cleaning and disinfectant costs, wipes and hand sanitizer, additional medical personnel at our facilities, and increased personnel transportation costs due to social distancing guidelines.

The ~~NEOs commenced their service~~Company has responded to the COVID-19 pandemic in a number of ways. We assembled a Global Pandemic Response Team whose global members are taken from different functional areas, including Operations, Finance, Commercial, Legal, Human Resources, Communications & Public Affairs, Information Technology, Procurement and Health & Safety. The Global Pandemic Response Team meets on a regular basis, and provides reports to the Executive Leadership team. The Company has also assembled COVID-19 Response Teams at several of its regional locations, who have the responsibility to keep informed of local matters such as ~~executive officers of Livent~~government policies and regulations. These Response Teams are helping to shape the Company’s policies in ~~May of 2018. Prior~~response to ~~that time, each NEO was employed by FMC. The amounts reflected in~~ the ~~Summary Compensation Table for 2018 reflect amounts earned with respect to each NEO’s service to FMC and Livent for all of fiscal year 2018.~~

The ~~NEOs are parties~~Company is also working diligently to ~~compensation letters dated July 24, 2018, which outline~~protect the ~~terms~~health and well-being of ~~their compensation effective as~~its employees, customers and other key stakeholders. As an essential business under the rules of the governments in the countries where we operate, our plant personnel continue to remain on the job at their respective facilities. We have instituted numerous safety procedures to protect the health of these plant personnel. This includes temperature checks before an employee enters any one of our facilities, screening questions, the use of masks and gloves where appropriate, and social distancing measures. We are no longer permitting visitors to any of our facilities and all third-party contractors must undergo a vigorous screening process. All workers who can work from home have been requested to do so, and business travel has been substantially reduced. Communications relating to all of these policies and COVID-19 preventative measures are regularly distributed to our employees.

For more information on the business impact of COVID-19 on the Company, see the section captioned “Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations, COVID-19 Impacts,” in our Annual Report on Form 10-K for the year ended December 31, 2020.

The Committee set the NEOs’ initial base salary rates in connection with our IPO ~~(the “Compensation Letters”~~in 2018, and these base salary rates were not increased in 2019 or 2020.

Our annual cash incentive plan is comprised of Company and individual performance metrics.

For the Company component (70% of the annual incentive opportunity), in addition to the previous metric of Adjusted EBITDA (35%). , in 2020, we added Adjusted Free Cash Flow (35%) as a metric.

Adjusted Free Cash Flow is defined as Adjusted cash from operations less cash required by investing activities less Adjusted EBITDA.

Adjusted cash from operations is defined as cash provided by operating activities, adjusted for restructuring and other charges, separation-related spending, COVID-19 related costs, and other losses/gains.

The Compensation ~~Letters provide~~Committee continued to use the Adjusted EBITDA measure in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability, and added Adjusted Free Cash Flow to focus management on improving cash management. The Compensation Committee set the target for anboth measures at levels it believed to be challenging and rigorous.

In developing our 2020 annual ~~base salary of $800,000 for Mr. Graves~~operating budget and ~~$375,000 for Messrs. Antoniazzi~~the corresponding incentive plan performance metric targets, which were aligned with our 2020 guidance and ~~Schneberger. In addition,~~outlook as communicated to investors in February 2020, the Compensation ~~Letters set forth~~Committee made certain key assumptions, including a decline in Adjusted EBITDA, based on:

For 2020, Adjusted EBITDA decreased to $22.3 million because of difficult market conditions for both Livent and the ~~NEOs’ target bonus amounts under the Company’s annual incentive plan, which are 100%~~lithium industry as a whole, as global supply chains were disrupted as a result of ~~base salary for Mr. Graves~~COVID-19. Results were affected by costs from higher third-party carbonate usage and ~~60% of base salary for Messrs. Antoniazzi and Schneberger. Pursuant~~increased spending due to the disruption caused by the COVID-19 pandemic. Adjusted Free Cash Flow increased to $(138.3 million) due to improved collection of accounts receivable, better inventory management, and prudent capital spending decisions. Based on these financial results, the Compensation ~~Letters,~~Committee determined that Adjusted EBITDA was achieved at 0% and Adjusted Free Cash Flow was achieved at 200%, yielding a 100% overall achievement level for Company Measures.

For the individual component, which represented 30% of the total opportunity, the targets, achievement, and payouts of the NEOs ~~are also eligible to participate in~~employed at the ~~Company’s~~end of the 2020 fiscal year varied, but were generally earned between 110% and 120% of target.

There were no long-term incentive plan, with a target annual equity award valued on the date of grant at $1,400,000 for Mr. Graves and $450,000 for Messrs. Antoniazzi and Schneberger. The annual equity award is currently comprised of non-qualified stock options and RSUs, each representing fifty percent of the target award. As described in the Compensation Letters,grants to the NEOs ~~each~~in 2020. In connection with our IPO in 2018, our CEO and the other NEOs received ~~non-qualified~~RSUs and stock options, ~~and RSUs upon the IPO (the “IPO NEO Awards”),~~ which were intended to represent two years’ worth of annual equity grants.

Long-term incentive equity awards are prospective in nature and ~~were therefore valued at two times~~intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee intends to structure the ~~NEOs’ annual target awards.~~ long-term incentive opportunity to motivate executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

As the Company has continued to evolve and mature following its IPO in 2018, the Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a ~~result,~~company of Livent’s stage of development and size. In the ~~NEOs will not receive an additional annual equity award~~second half of 2020, the Compensation Committee, with the assistance of its independent compensation consultant, developed a peer group of comparable companies to use as a reference point in ~~2019. In addition,~~determining executive officer compensation in connection with decisions for 2021.

Pay-for-performance: Our program is designed to motivate our executive officers to achieve goals by closely linking their performance and the ~~NEOs each executed~~Company’s performance to the compensation they receive. As such, we intend for a ~~separate agreement as~~significant portion of the ~~IPO, which binds them~~total compensation of our executive officers to ~~certain restrictive covenants during~~be based on measures that support our Company goals, as well as on the executive officer’s individual performance. To tighten this link, we define clear and ~~following their employment~~measurable quantitative and qualitative objectives that, in combination, are designed to improve our results and returns to shareholders.

Alignment of executive officers’ interests with those of the Company ~~including an 18 month post-termination non-compete~~ and ~~non-solicit~~its shareholders: A significant portion of ~~employees and customers.~~

~~In early 2018, the NEOs received FMC equity grants~~our executive officers’ overall compensation is in the form of equity-based compensation. We use equity as the form for long-term incentive opportunities in order to motivate and reward executive officers to (i) achieve multiyear strategic goals and (ii) deliver sustained long-term value to shareholders. Using equity for the long-term incentives creates strong alignment between the interests of executive officers and the interests of our shareholders because it provides executive officers with a common interest with shareholders in stock ~~options~~price performance and ~~restricted stock units,~~it fosters an ownership culture among executive officers by making them shareholders with a personal stake in the value they are being motivated to create.

As described above, we sized our initial IPO grants to cover two years of equity-based compensation for our NEOs. We did not make additional annual equity grants to our NEOs in 2019 or ~~RSUs. Messrs. Graves~~2020.

Provide market competitive pay to attract and ~~Schneberger~~retain talent: In our industry, we must compete in the market for executive talent. We seek executive officers and managers to manage our business and carry out our strategy who have diverse experience, expertise, capabilities and backgrounds. In recruiting our executive officers and determining competitive pay levels, we reference the market median amounts and compensation structures of executive officers as shown in general industry surveys. Executive officers’ total compensation may deviate from the level referenced in the surveys in order to attract or retain certain individuals or reflect their respective characteristics or performance.

Risk management: While we have designed our executive compensation program to create incentives for executive officers to deliver high performance, we also ~~received~~simultaneously seek to minimize risk by striving to reduce undue pressure on, or incentives for, executive officers to take excessive risks to achieve goals and receive rewards. We seek to include mechanisms intended to mitigate such risk, including (i) placing maximum limits on short- and long-term incentive payouts; (ii) measuring performance using key performance indicators that by design have lower potential to promote excessive risk-taking; (iii) utilizing a ~~grant~~mix of ~~performance-based restricted stock awards,~~equity vehicles with longer term vesting; and (iv) requiring clawback of compensation payments under certain plans or ~~PRSUs,~~in certain circumstances. The Compensation Committee has determined, based in part on an assessment of the Company’s executive compensation programs by its consultant, that its compensation policies and programs do not give rise to inappropriate risk taking or risks that are reasonably likely to have a material adverse effect on the Company.

We assess the effectiveness of our executive compensation program from time to time and review risk mitigation and governance matters, which include maintaining the following best practices:

The Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board of Directors.

The Compensation Committee structures the executive compensation program to accomplish our articulated compensation objectives in light of the compensation philosophy described above.

In accordance with its charter, the Compensation Committee establishes total compensation for the CEO (generally at its February meeting). The Compensation Committee reviews and evaluates the performance of the CEO and develops base salary and incentive compensation. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation.

With the input of the CEO, the Compensation Committee also establishes the compensation for all the other executive officers. As part of this process, the CEO evaluates the performance of the other executive officers annually and makes recommendations to the Compensation Committee each February regarding the compensation of each executive officer. The CEO’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual incentive plan. The Compensation Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Compensation Committee or the Board makes the ultimate determination regarding the compensation for the executive officers.

The Compensation Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities, and has the power to retain an independent compensation consultant to assist it in the performance of its duties and responsibilities.

The Compensation Committee has retained Aon plc (“Aon”) as its independent compensation consultant. Aon reports directly to the Compensation Committee, and the Committee has the sole authority to retain, terminate and obtain the advice of Aon at the Company’s expense. The Committee selected Aon as its consultant because of the firm’s expertise and experience.

The Compensation Committee has worked with Aon to assess our executive compensation objectives and components; review considerations, market practices, and trends related to short-term annual incentive plans and long-term equity and other incentive plans; collect comparative compensation levels for each of our executive officer positions, as needed; and review our equity compensation strategy.

While the Compensation Committee takes into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Committee makes its own independent decisions about compensation matters.

The Compensation Committee has assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. On the basis of its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon is independent.

In making determinations about executive compensation, the Compensation Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful context. Because pay was established in late 2018 in preparation for the IPO and no adjustments to pay were contemplated for the NEOs in 2019 or 2020, a formal market review was not completed in advance of decisions about 2020. As the Company has continued to progress from its IPO in October 2018 and separation from FMC ~~Incentive Plan. Generally, FMC~~in 2019, with the assistance of its independent compensation consultant, it has developed a peer group of comparable companies to use as a reference point in determining executive officer compensation.

The Compensation Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives.The Compensation Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. Taking into consideration the grants of equity in 2018 to the CEO and other NEOs in connection with our IPO, the majority of each executive officer’s compensation is variable and at-risk.

As described above, there were no long-term incentive grants to the NEOs in 2019 or 2020. In connection with our IPO in 2018, our CEO and other NEOs received RSUs and stock options, cliff-vest on the third anniversary of the date of grant, subject to the grantee’s continued employment. FMC PRSUs are subject to both performance and time-based vesting conditions over a three year period. TSR performance is calculated for each of the three calendar years beginning with the year of grant, as well as for the cumulative three year period commencing with the year of grant. Each of these four measurement periods carries a weight of 25% in calculating the final number of shares due. When the performance measure has been met for a particular calendar year during the three year period of the award, that portion of units is “banked,” but is not considered “earned” and shares will generally not be delivered unless and until the executive remains in service for the three-year performance period. In addition, if cash dividends were paid to FMC’s stockholders during the applicable measurement period, dividend equivalent units are credited with respect to the banked units, and are delivered to the executive if and when the banked units are delivered.

Prior to the Distribution, it was necessary for administrative purposes for FMC to impose a blackout period with respect to the trading of FMC stock in FMC’s 401(k) plan. As a result of this 401(k) blackout, FMC was legally required to impose a blackout period outside of the 401(k) plan as well with respect to the trading of FMC stock by insiders. To provide equity grantees (including the NEOs) with an opportunity to conduct ordinary course transactions proximate to the usual vesting date of their annual awards, but prior to the blackout, the vesting date for RSUs and stock option awards granted in 2016 was accelerated by 12 days, as indicated in the Outstanding Equity Awards Table below.

Upon the Distribution, outstanding equity awards denominated in FMC stock were converted into Livent equity awards. The number of Company shares subject to each converted FMC RSU, FMC banked PRSU and FMC stock option award (and in the case of stock options, the exercise price of the award) was adjusted to preserve the aggregate intrinsic value of the original FMC award as measured before and after the conversion, subject to rounding. The conversion ratio was 0.935301 shares of Livent stock for each share of FMC stock. These converted awards remain subject to the same terms and conditions (including vesting and payment schedules) as were applicable immediately prior to the conversion.

In addition, upon the Distribution, unbanked PRSUs were converted into Livent RSUs, and they ceased to be subject to performance-based vesting conditions. The number of unbanked PRSUs that were converted into Livent RSUs was determined by assuming that a target level of performance had been achieved for open or future performance periods. The converted awards remain subject to time-based vesting conditions.

~~As described in the section entitled “Compensation Letters” above, IPO NEO Awards were granted to the NEOs in late 2018 under the Livent Incentive Plan. The IPO NEO Awards~~which were intended to represent two years’ worth of annual equity grants, vesting in 2021 and 2022.

As the Company has continued to evolve and mature following its IPO in 2018, the Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of Livent’s stage of development and size. In the second half of 2020, the Compensation Committee, with the assistance of its independent compensation consultant, developed a peer group of comparable companies to use as a reference point in determining executive officer compensation.

Long-term incentive equity awards are prospective in nature and ~~were therefore valued at two times~~intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Committee intends to structure the ~~NEOs’~~long-term incentive opportunity to motivate executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

Base salaries provide fixed compensation to executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

In 2020, the Compensation Committee did not make any changes to the base salaries of the NEOs from the levels set upon the IPO.

From time to time, the Compensation Committee will consider base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries but may also include a change of role or responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints or market trends.

~~In 2018, the NEOs participated in an~~The annual cash incentive plan for executive officers is a cash-based plan that rewards ~~them with “at-risk” performance-based cash~~NEOs for the achievement of key short-term objectives. During 2018, the NEOs had an annual incentive opportunity at FMC, pro-rated for the first nine months of the year preceding the IPO (the “Pre-IPO Opportunity”), and an annual incentive opportunity at Livent, pro-rated for the last three months of the year (the “Post-IPO Opportunity”). For each portionThe structure of the annual ~~incentive opportunity,~~cash plan incentivizes NEOs to achieve annual financial and operational results that the Committee views as critical to the execution of our business strategy.

For the NEOs, ~~had a target cash incentive opportunity that was a percentage~~the amount of the ~~individual’s then-current base salary.~~payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: Company Measure and Individual Measures.

The Compensation Committee determines a target cash incentive opportunity for the year was $516,013, calculated by adding his Pre-IPO Opportunity (60% of his FMC base salary of $702,252, pro-rated for the first nine months of the year) and his Post-IPO Opportunity (100% of his Livent base salary of $800,000, pro-rated for the last three months of the year). Mr. Antoniazzi’s target opportunity for the year was $126,450, calculated by adding his Pre-IPO Opportunity (36% of his FMC base salary of $260,000, pro-rated for the first nine months of the year) and his Post-IPO Opportunity (60% of his Livent base salary of $375,000, pro-rated for the last three months of the year). Mr. Schneberger’s target opportunity for the year was $196,500, calculated by adding his Pre-IPO Opportunity (55% of his FMC base salary of $340,000, pro-rated for the first nine months of the year) and his Post-IPO Opportunity (60% of his Livent base salary of $375,000, pro-rated for the last three months of the year).

~~In addition to target opportunity levels, threshold and maximum opportunity levels were also set for~~ each ~~of our NEOs at 0% and 200% of target opportunity, respectively. Threshold performance is the performance that must be exceeded in order for any payout to be earned~~NEO under the annual cash incentive ~~plan. Maximum performance is~~plan by taking the ~~performance at which~~individual’s base salary and multiplying it by the ~~highest payout opportunity is earned (if performance exceeds~~individual’s target incentive percentage. Among other factors, the ~~maximum level, payout does not increase further).~~target incentive percentages are determined with reference to general industry surveys. The target incentive percentages for each NEO remain unchanged since 2018.

For the full year, both the Pre-IPO Opportunity and Post-IPO Opportunity were divided between Company Measures (70%) and Individual Measures (30%). The Company Measures used were different for the Pre-IPO Opportunity and Post-IPO Opportunity. The Individual Measures incorporated performance elements for both periods.

The ~~following summarizes~~amount of the payout, if any, under the Company Measures ~~and weightings for each NEO for the Pre-IPO Opportunity.~~

~~For the Post-IPO Opportunity, Lithium EBITDA represented 100%~~component of the Annual Incentive Plan is based on our achievement against two financial metrics, Adjusted EBITDA and Adjusted Free Cash Flow. The Company Measures ~~portion~~represent 70% of the annual cash incentive opportunity, ~~for each NEO.~~underscoring the emphasis on Company performance.

The ~~targets for~~Compensation Committee continued to use Adjusted EBITDA (35%) in order to focus executive officers on the ~~Company Measures were set at a level that FMC~~critical strategic priority of achieving and ~~Livent considered rigorous~~improving operating profitability, and ~~challenging and considered the relevant risks and opportunities. Payouts for performance were determined linearly based~~added Adjusted Free Cash Flow (35%) in 2020 to focus management on ~~a straight-line interpolation of the applicable payout range.~~improving cash management.

Both of these metrics also give a clear line of sight into how achieving operating goals drives performance and generates rewards. The Compensation Committee believes that these non-GAAP measures are useful as an incentive compensation performance ~~results for the 2018 calendar year were:~~metrics because they exclude various items that do not relate to or are not indicative of operating performance.

EBITDA is defined as net income plus interest expense, net, income tax expense/(benefit), and depreciation, and amortization. Adjusted EBITDA is defined as EBITDA adjusted for certain Argentina remeasurement losses/(gains), restructuring and other charges/(income), and separation-related costs, COVID-19 related costs, loss on debt extinguishment, and other losses/(gains).

Adjusted Free Cash Flow is defined as Adjusted cash from operations less cash required by investing activities less Adjusted EBITDA.

The ~~Company Measures listed above are non-GAAP measures.~~Non-GAAP measures Adjusted EBITDA and Adjusted Free Cash Flow should not be considered as a substitute for net income or cash flows from continuing operations or other measures of profitability or liquidity determined in accordance with GAAP. For athe reconciliation of ~~these items~~Adjusted EBITDA to the most directly comparable financial ~~measures~~measure calculated and presented in accordance with GAAP, reference is made to the section captioned ~~“Adjusted Earnings Reconciliation”~~“Results of Operations” in ~~FMC’s~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018, filed~~2020.

The Compensation Committee set the targets for Adjusted EBITDA and Adjusted Free Cash Flow at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities of the Company’s business. In particular, the Compensation Committee reviewed our 2020 annual operating budget that resulted from our detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved, including the risks to achieving certain preliminary objectives that were necessary prerequisites to achieving the budget targets.

In developing our 2020 annual operating budget and the corresponding incentive plan performance metric targets, which were themselves based on the business plan and were aligned with our 2020 guidance and outlook as communicated to investors in February 2020, the Compensation Committee made certain key assumptions, including a decline in Adjusted EBITDA compared to 2019, as communicated to investors in February 2020:

As the Company stated to shareholders in February 2020, lithium pricing was severely impacted by oversupply conditions outpacing demand growth. The new supply was largely due to increased output in Australia combined with an increase in

conversion capacity in China. Additionally, in connection with our projection to grow total LCEs sold by roughly 30%, such projected volumes were higher than our own then-annual production capacity, necessitating that we source additional lithium carbonate from third parties, at higher cost.

Considering these factors, the Compensation Committee set the 2020 target for Adjusted EBITDA at $68 million, and the 2020 target for Adjusted Free Cash Flow at $(214) million.

The Compensation Committee also set the threshold and maximum performance levels for Adjusted EBITDA and Adjusted Free Cash Flow. For 2020, the Compensation Committee set threshold at what it believed to be a high level of performance equating to approximately 82% of the target for Adjusted EBITDA and approximately 86% of the target for Adjusted Free Cash Flow. The Compensation Committee set the maximum level of performance equating to approximately 132% of target for Adjusted EBITDA and approximately 120% of target for the Adjusted Free Cash Flow, levels that required an exceptionally strong performance and represented a significant challenge.

Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance. For performance on either metric between the threshold level and the target level, the payout increases in a straight-line manner from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance on either metric between the target level and the maximum level, the payout ranges from 100% of the target opportunity to 200% of the target opportunity, also with the ~~SEC~~payout increasing in a straight-line manner. Achievement above the maximum level on ~~February 28, 2019.~~either metric is capped at the maximum payout of 200% of target.

For 2020, we did not exceed the threshold level of performance for the Adjusted EBITDA metric due to significant changes in demand and pricing in the lithium industry caused in part by the COVID-19 pandemic. However, the maximum level of performance for Adjusted Free Cash Flow was exceeded due to improved collection of accounts receivable, better inventory management, and prudent capital spending decisions. The table below sets forth the 2020 performance goals for the Company Measures and the Company’s achievement against these goals in 2020.

The Compensation Committee also established Individual Measures ~~portion~~under the annual incentive plan, which represent 30% of the annual incentive ~~is 30% of the overall~~ target ~~opportunity~~opportunity. The Individual Measures for each ~~NEO.~~of Mr. Graves, Mr. Antoniazzi and Ms. Ponessa were set in 2020 and were designed to align with the Company’s strategic and operating initiatives. NEOs are eligible to receive anywhere between 0% - 200% of target for this portion of the award, based on performance against individual goals. The NEOs’ 2020 Individual Measures consist of non-financial objectives specific to each NEO, but may include financial measures at the discretion of the CEO. The following is a summary of the Individual Measures and the ratings received for achievement:are set forth below:


■	~~Mr. Schneberger: successfully ran the operations, sales and marketing, sustainability, IT and research functions of the Livent business, both before and after the IPO (rating of 110% of target)~~

~~TOTAL PAYOUT~~

Based on the above, the following table summarizes the actual performance as a percent of target for each portion of the annual incentive plan and the actual 2018 payouts for the NEOs. These payouts, which are reported in the Summary Compensation Table in column (g), reflect the payout for both the Pre-IPO Opportunity and Post-IPO Opportunity.

Company
Company Company Measures Individual Individual Individual Total 2018
Measures: Measures Incentive Measures: Measures Measures Incentive
Target 70% of Target Performance Payout 30% of Performance Incentive Payout Payout
NEO Incentive Incentive (% of target) Amount Target (% of target) Amount Amount
Mr. Graves
(Pre-IPO Opportunity) $ 316,013 $ 221,209 200% $ 442,419 $ 94,804 130% $ 123,245 $ 565,664
Mr. Graves
(Post-IPO Opportunity) $ 200,000 $ 140,000 141% $ 197,400 $ 60,000 130% $ 78,000 $ 275,400
Mr. Graves
(Total) $ 841,064
Mr. Antoniazzi
(Pre-IPO Opportunity) $ 70,200 $ 49,140 200% $ 98,280 $ 21,060 120% $ 25,272 $ 123,552
Mr. Antoniazzi
(Post-IPO Opportunity) $ 56,250 $ 39,375 141% $ 55,519 $ 16,875 120% $ 20,250 $ 75,769
Mr. Antoniazzi
(Total) $ 199,321
Mr. Schneberger
(Pre-IPO Opportunity) $ 140,250 $ 98,175 170.5% $ 167,388 $ 42,075 110% $ 46,283 $ 213,671
Mr. Schneberger
(Post-IPO Opportunity) $ 56,250 $ 39,375 141% $ 55,519 $ 16,875 110% $ 18,562 $ 74,081
Mr. Schneberger
(Total) $ 287,752

~~LIVENTCORPORATION |2019PROXY STATEMENT~~ 26

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2020 ACHIEVEMENTS FOR INDIVIDUAL MEASURES

For the Individual Measures component, the Committee determined that Mr. Graves earned 110%, Mr. Antoniazzi earned 120% and Ms. Ponessa earned 110% of their individual target despite challenging market conditions, based on the performance assessments described below.

■	Mr. Graves: Led the company through significant challenges caused by the global COVID-19 pandemic, including changes in demand and pricing in the lithium industry, which required adjusting and managing supply and distribution networks, and careful customer management. He successfully navigated the temporary shutdown and reopening of our operations in Argentina. He continued the Company’s focus on R&D to better position the Company as a leader in technology innovation once the pandemic and its effects subside. He shaped the company’s long-term strategy as it relates to Environmental, Social and Corporate Governance goals by elevating our sustainability agenda within the Company as well as engaging with multiple interested parties (employees, communities, local governments, investors, customers). The Company’s efforts were rewarded with the receipt of a Gold Sustainability Rating from Ecovadis, which placed the Company within the top 3% of all companies that were evaluated in its industry group. Mr. Graves led the process of investing in Nemaska, including identifying and approaching The Pallinghurst Group as a preferred partner, leading Livent’s part in the negotiations to acquire the business previously conducted by Nemaska Lithium Inc. (“New Nemaska”), and building on existing relationships with the relevant parts of the Québec government and investment fund (Investissement Québec).
■	Mr. Antoniazzi: Managed the impact resulting from the COVID-19 pandemic which required swift actions for preserving the Company’s financial health, while adjusting employee working dynamics across the globe. Assumed the role of Treasurer in addition to his role as CFO. Oversaw the SEC reporting process for Quarterly and Annual Reports. Led a restructuring of the Company’s funding capacity, while managing debt covenant requirements. Evaluated and managed financial liquidity needs through the pandemic, including amendments to the Company’s credit facility agreement and the offering of Convertible Green Notes. Managed operating costs closely while leading a focus on employee safety and wellbeing that was driven by the drastic change in working dynamics. He brought more focus and discipline to company-wide resource allocation and margin management to position the Company for future growth and value creation. Led the development and successful execution of Livent’s investment in New Nemaska, advancing the company’s strategy for alternate sources of lithium.
■	Ms. Ponessa: Led the company’s legal strategy through significant challenges caused by the global COVID-19 pandemic and the myriad of commercial, human capital and financial related legal developments. Oversaw legal support that mitigated legal risk and costs associated with expansion suspension and COVID-19 impacts. Coordinated legal support to government affairs team to successfully secure duty-free entry of the new hydroxide factory into the US. Executed enhancements to the Company’s global compliance program and developed processes to keep the Board informed of legal matters and corporate governance developments. Successfully executed IPO securities litigation strategy, resulting in the Federal court granting Livent’s motion to dismiss, and a settlement stipulation being reached with the state court plaintiffs. Directed global multidisciplinary legal team through the development and successful execution of Livent’s investment in New Nemaska and settlement of its supply agreement dispute with a subsidiary of Nemaska Lithium, Inc.

LIVENT CORPORATION | 2021PROXY STATEMENT38

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PAYOUT DETERMINATION

As described above, the Compensation Committee verifies achievement relative to the targets for the Company Measures and the Individual Measures to determine the respective performance levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 2020 annual incentive plan payout for each NEO. The Compensation Committee then presents the determination of the annual incentive plan payout amounts to the Board for its review.

The total payout under our Annual Incentive Plan for each NEO for 2020 is reflected in the table below.

NEO	Target Incentive		Company Measures: 70% of Target Incentive		Company Measures Rating		Company Measures Incentive Payout Amount		Individual Measures: 30% of Target		Individual Measures Rating		Individual Measures: Incentive Payout Amount		Total 2020 Incentive Payout Amount
Paul W. Graves	$	800,000	$	560,000		1.0	$	560,000	$	240,000		1.1	$	264,000	$	824,000
Gilberto Antoniazzi	$	225,000	$	157,500		1.0	$	157,500	$	67,500		1.2	$	81,000	$	238,500
Sara Ponessa	$	210,000	$	147,000		1.0	$	147,000	$	63,000		1.1	$	69,300	$	216,300

LONG-TERM INCENTIVES

The third component of the executive compensation program is long-term equity incentives. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our shareholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers shareholders with a personal stake in the value they are intended to create.

MIX OF STOCK OPTIONS AND RSUs

The Compensation Committee structured the mix of IPO Awards and the relative weight assigned to each type of award to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even if the stock price does not go up, while also reinforcing an ownership culture and commitment to us.

The mix of long-term incentives granted to the NEOs in connection with our IPO is shown below:

Equity Vehicle

2018 IPO
Allocation

Vesting
Period

How Value is
Delivered

Rationale for Use

Stock Options

50%

■ 4 years: 50% after Year 3, 50% after Year 4

■ Exercise price: closing price on grant date

■ 10-year term

■ Share price appreciation

■ Prioritizes increasing shareholder value

■ Promotes long-term focus

RSUs

50%

■ 4 years: 50% after Year 3, 50% after Year 4

■ Value of stock

■ Aligns with shareholders

■ Promotes retention

■ Provides value

2018 IPO LONG-TERM INCENTIVES

In 2018, the CEO and other NEOs received IPO Awards comprised of 50% non-qualified stock options and 50% RSUs (the “IPO Awards”). The target grant date values of the IPO Awards were, $2.8 million for Mr. Graves, $0.9 million for Mr. Antoniazzi, and $0.6 million for Ms. Ponessa. The IPO Awards were intended to represent two years’ worth of annual equity awards, each vesting in two equal installments on the third and fourth anniversaries of the date of grant in 2021 and 2022. These IPO Awards were designed to quickly promote direct and significant alignment of the interests of these executive officers with those of the Company’s stockholders. During the vesting period for the RSUs, if cash dividends are paid to Livent’s stockholders, the NEOs will receive a special cash payment equal to the amount they would have received had they been the record holders of the shares underlying the RSUs when the dividend was declared and paid. The Compensation Committee believed that these grants were reasonably sized relative to market standards.

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NO 2019 OR 2020 LONG-TERM INCENTIVES

Consistent with the approach described above, the Committee did not grant any new long-term incentives to the NEOs in 2019 or 2020.

PROSPECTIVE 2021 LONG-TERM INCENTIVES

As the Company has continued to evolve and mature following its IPO in 2018, the Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of Livent’s stage of development and size. In the second half of 2020, the Committee, with the assistance of its independent compensation consultant, developed a peer group of comparable companies which it will use as a reference point in determining 2021 executive officer compensation.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Committee intends to structure the long-term incentive opportunity to motivate executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

CONVERTED FMC AWARDS

Prior to our IPO, each of the NEOs historically received equity grants from FMC. As a result of the Distribution, on March 1, 2019, outstanding equity awards denominated in FMC stock were converted into awards denominated in Livent equity. As-converted, these awards are reflected, to the extent applicable, in the Outstanding Equity Awards at Fiscal Year-End Table 2020 and Option Exercises and Stock Vested Table 2020 that follow.

POST-EMPLOYMENT COMPENSATION

QUALIFIED AND NON-QUALIFIED DEFINED CONTRIBUTION PLANS

We offer a tax-qualified 401(k) defined contribution plan (the “Qualified Savings Plan”) covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the Qualified Savings Plan, and are eligible for matching company contributions. The Qualified Savings Plan also permits discretionary company contributions. All contributions to the Qualified Savings Plan are subject to certain limitations under the Internal Revenue Code.

We also offer a non-qualified deferred compensation plan (the “Nonqualified Savings Plan”) that is available to certain highly compensated individuals, including our NEOs. The Nonqualified Savings Plan generally is designed to mirror the Qualified Savings Plan, but without application of the Internal Revenue Code limits. Livent’s matching contribution under both plans is currently 80% of the amount deferred up to a maximum of 5% of eligible earnings (i.e., base salary and annual incentive paid in a calendar year). However, the matching contribution under both plans may not exceed 4% of an NEO’s total eligible earnings. Livent’s non-elective employer contributions under both plans (the “core contribution”) is 5% of an employee’s eligible earnings. However, Mr. Antoniazzi was eligible for an enhanced core contribution of 15% of his eligible earnings based on his prior participation in a FMC predecessor plan. An employee must be employed as of the last day of the plan year (i.e., December 31^st) to receive the core contribution.

PENSION BENEFITS

Livent does not maintain a qualified or non-qualified defined benefit pension plan. However, prior to our separation from FMC, Mr. Antoniazzi earned pension benefits as a participant in the FMC Retirement Salaried and Nonunion Hourly Employees’ Retirement Plan and the FMC Salaried Employees’ Equivalent Plan (collectively, the “FMC Pension Plans”). Mr. Antoniazzi ceased earning any additional benefits under the FMC Pension Plans effective December 31, 2018. To compensate for the pension benefits that otherwise would have been earned under the FMC Pension Plans, Mr. Antoniazzi will be eligible for special “short-fall” contributions under Livent’s Nonqualified Savings Plan. Subject to continuing employment, Mr. Antoniazzi will receive an annual contribution of $68,000 to his Nonqualified Savings Plan account beginning in 2022 and continuing through 2029.

SEVERANCE ARRANGEMENTS

We maintain Executive Severance Guidelines (the “Severance Guidelines”), which provide for the payment of severance pay and benefits in the event of an executive’s termination of employment by us without cause (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). No NEO has a contractual entitlement to any severance pay or benefits under the Severance Guidelines, and the Compensation Committee has the discretion to enhance or reduce the severance pay or benefits under the Severance Guidelines in any specific case. As a condition to receiving any severance pay or benefits under the Severance Guidelines, the NEO must execute a release of claims in favor of the Company, as well as a non-solicitation, non-competition and confidentiality agreement.

See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the Severance Guidelines.

CHANGE IN CONTROL ARRANGEMENTS

The Compensation Committee believes that the long-term interests of stockholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. Livent has entered into an executive severance agreement with each NEO that provides certain financial benefits in the event of a change in control. These are “double trigger” arrangements –i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the executive’s termination of employment under certain specified circumstances within 24 months following the event.

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In addition, under the terms of the IPO Awards, if a change in control occurs and those awards are not assumed or continued by the successor or surviving corporation, the unvested portion of any outstanding IPO Awards will then vest and become exercisable as applicable. There is no parallel automatic vesting provision that is applicable to the FMC equity awards that were converted into Livent equity awards.

See “Potential Payments upon a Termination or Change in Control”, below for further information.

HEALTH AND WELFARE BENEFITS

We offer broad-based medical, dental, vision, life, and disability plans to all of our employees.

PERQUISITES AND OTHER PERSONAL BENEFITS

We do not generally provide our executive officers, including the NEOs, with perquisites or other personal benefits, except for financial planning for our CEO, CFO and GC, parking for our CEO and CFO, and, in the case of the CEO, a club membership. These items are provided because we believe that they support our executive officers, serve a necessary business purpose, and the related amounts of compensation are not material to the overall executive compensation program. The costs of these items are reported in the Summary Compensation Table.

We do not provide tax reimbursements or any other tax payments with respect to perquisites, including excise tax “gross-ups,” to any of our executive officers.

V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

CLAWBACK POLICY

Livent maintains a clawback policy designed to reverse, to the extent possible, any economic benefit resulting from incentive compensation paid to executive officers based on erroneously prepared financial statements. If Livent is required to prepare an accounting restatement because of material non-compliance with any financial reporting requirement, all incentive compensation paid or credited to each current or former executive officer for the restated period (up to three years) will be recalculated based on restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to Livent.

In addition to forfeiting amounts earned but unpaid and repaying cash amounts previously received, executive officers may be required to return shares of Livent stock previously issued to them if the shares provided an economic benefit based on erroneous financial data and to repay any dividends or distributions paid on the shares since their issuance. If the executive officers have already sold or transferred issued shares, they will be required to repay to Livent the fair market value of the shares at the time of their sale or transfer, plus the dividends or distributions paid on the shares prior to their sale or transfer.

Alternatively, Livent is authorized to offset the forfeitable amount from compensation owed currently or in the future to such executive officers.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

We believe that Livent and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, we implemented executive stock ownership guidelines in February 2021, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our stockholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The guidelines require that within five years of being appointed to a covered position, the executive officer hold a minimum of five or two times (as detailed below) the value of their annual base salary in Company stock.

	Multiple of
Position	Base Salary
Chief Executive Officer	5x
Chief Financial Officer General Counsel	2x

For this purpose, time-based restricted stock units (whether or not vested), Company stock held in the Livent Nonqualified Savings Plan, Company stock held in the FMC Corporation Savings and Investment Plan, and Company stock owned directly or beneficially owned by the executive or the executive’s immediate family members, will count. After the initial five-year phase-in period, compliance with the ownership requirement will be measured on December 31 of each year.

ANTI-HEDGING AND ANTI-PLEDGING POLICY

Livent’s insider trading policy prohibits employees (including officers) and directors from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of Livent’s equity securities. It also explicitly prohibits employees (including officers) and directors from effecting short sales of Livent’s equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and its stockholders. Livent’s insider trading policy also prohibits employees (including officers) and directors from pledging Livent’s securities in any circumstance, including by purchasing Company securities on margin or holding Livent’s securities in a margin account.

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TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Generally, a public company cannot deduct compensation in excess of $1 million paid in any year to a Company’s chief executive officer, chief financial officer and the three other most highly compensated officers. Deductibility of pay is among the many factors considered by the Committee in designing our pay programs.

COMPENSATION AND ORGANIZATION COMMITTEE REPORT

This Compensation and Organization Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the Company incorporates such Report by specific reference.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s Proxy Statement.

The preceding report has been furnished by the following members of the Compensation Committee:

G. Peter D’Aloia, Chairman

Michael F. Barry

Pablo Marcet

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE 2020

The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by Livent in respect of our fiscal years ended December 31, 2020 and December 31, 2019, and by FMC and Livent in respect of our fiscal year ended December 31, 2018.

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation⁽¹⁾ ($) (g)	All Other Compensation⁽²⁾ ($) (i)	Total ($) (j)
Paul W. Graves	2020	800,000	–	–	–	824,000	120,802	1,744,802
President and Chief Executive Officer	2019	800,000	–	–	–	360,000	169,170	1,329,170
	2018	723,856	–	2,132,872	1,707,965	841,064	203,191	5,608,948
Gilberto Antoniazzi	2020	375,000	–	–	–	238,500	99,627	713,127
Vice President and Chief Financial Officer	2019	375,000	–	–	–	108,000	118,972	601,972
	2018	285,417	–	500,061	488,169	199,321	17,152	1,490,120
Sara Ponessa	2020	350,000	–	–	–	216,300	41,005	607,305
Vice President, General Counsel and Secretary	2019	350,000	–	–	–	94,500	46,046	490,546

(1)	The amounts listed in this column represent the Annual Incentive earned by the NEOs for 2020, as described in the section entitled “Annual Incentive Plan” in the CD&A.
(2)	The amounts reported in this column for 2020 for our NEOs reflect the following:

	a	For Mr. Graves, includes: (i) employer matching contribution to the Qualified Savings Plan ($11,400); (ii) employer matching contribution to the Nonqualified Savings Plan ($39,040); (iii) employer non-elective contributions to the Qualified Savings Plan ($14,250); and (iv) employer non-elective contributions to the Nonqualified Savings Plan ($43,972). The amount in this column also includes the aggregate incremental cost of the following benefits provided to Mr. Graves during 2020: a club membership, financial planning, and reserved parking.
	b	For Mr. Antoniazzi, includes: (i) employer matching contribution to the Qualified Savings Plan ($7,797); (ii) employer matching contribution to the Nonqualified Savings Plan ($11,273); (iii) employer non-elective contributions to the Qualified Savings Plan ($35,271); and (iv) employer non-elective contributions to the Nonqualified Savings Plan ($37,179). The amount in this column also includes the aggregate incremental cost of the following benefits provided to Mr. Antoniazzi during 2020: financial planning and regular parking.
	c	For Ms. Ponessa, includes: (i) employer matching contribution to the Qualified Savings Plan ($10,258); (ii) employer matching contribution to the Nonqualified Savings Plan ($7,522); and (iii) employer non-elective contributions to the Qualified Savings Plan ($14,250); and (iv) employer non-elective contributions to the Nonqualified Savings Plan ($7,975). The amount in this column also includes the aggregate incremental cost of the following benefits provided to Ms. Ponessa during 2020: financial planning.

The NEOs commenced their service as executive officers of Livent in May of 2018. Prior to that time, each NEO was employed by FMC. In connection with the IPO, the executives’ annual base salaries were set at $800,000 for Mr. Graves, $375,000 for Mr. Antoniazzi, and $350,000 for Ms. Ponessa. In addition, the NEOs’ target bonus amounts under Livent’s annual incentive plan, were set at 100% of base salary for Mr. Graves and 60% of base salary for each of Mr. Antoniazzi and Ms. Ponessa. Target long-term incentive equity values were also set at $1,400,000 for Mr. Graves, $450,000 for Mr. Antoniazzi, and $280,000 for Ms. Ponessa. Upon the IPO, the NEOs each received non-qualified stock options and RSUs upon the IPO, which were intended to represent two years’ worth of annual equity awards and therefore were valued at two times the NEOs’ annual target awards. The NEOs did not receive any increase to base salary for 2019 or 2020, nor did they receive an additional annual equity award in 2019 or 2020. In addition, Messrs. Graves and Antoniazzi each executed an agreement as of the IPO, which binds them to certain restrictive covenants during and following their employment with Livent, including an 18 month post-termination non-compete and non-solicit of employees and customers.

The Summary Compensation Table lists compensation for the Chief Executive Officer, Chief Financial Officer, and Livent’s other most highly compensated executive officer who served as of the end of the fiscal year. Livent had no other executive officers during 2020. The material terms of the pay elements included in the Summary Compensation Table are described above in the CD&A.

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GRANTS OF PLAN-BASED AWARDS TABLE 2020

The Grants of Plan- Based Awards Table below discloses information related to our annual incentive program. As previously noted, our NEOs did not receive any new equity awards in 2020.

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards⁽¹⁾

Estimated Future Payouts Under
Equity Incentive Plan Awards
Number of Shares of
Stock or Units

Name
(a)

Grant
Date
(b)

Threshold
($)
(c)

Target
($)
(d)

Maximum
($)
(e)

Threshold
(#)
(f)

Target
(#)
(g)

Maximum
(#)
(h)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
(i)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)

Exercise
or Base
Price of
Option
Awards
($/sh)
(k)

Grant
Date
Fair
Value of
Stock and
Option
Awards
($)
(l)

Paul W.

Graves

–

800,000

1,600,000

–

Gilberto Antoniazzi

–

225,000

450,000

–

Sara Ponessa

–

210,000

420,000

–

(1)

The actual amount of the Annual Incentive paid to each NEO with respect to 2020 is stated in Column (g) of the Summary Compensation Table. The threshold, target and maximum performance signify performance that will yield a rating of 0, 1.0 and 2.0, respectively. In order for any payout to be earned, performance must exceed the threshold level for at least one metric. The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and maximum achievement levels is determined using straight-line interpolation.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE ~~2018~~2020

The table below reflects outstanding ~~FMC and Livent~~ equity awards held by our NEOs as of December 31, 2018. As described above in the section entitled “Equity Awards,” in advance of the Distribution, the vesting date on FMC stock options and RSUs originally scheduled to vest on February 25, 2019 was accelerated to February 13, 2019.2020. In ~~addition,~~connection with our IPO, previously granted FMC equity awards were converted into outstanding equity awards denominated in Livent stock. Therefore, the table below includes awards previously granted by FMC to the NEOs, now denominated in Livent stock, ~~upon~~and the ~~Distribution.~~IPO Awards granted by us to the NEOs in 2018.

Option Awards

Stock Awards

Option Awards

Stock Awards

Name(a)

Security

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(b)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(c)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(d)

Option
Exercise
Price
($)(e)

Option
Expiration
Date(f)

Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(g)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(h)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have Not
Vested
(#)(i)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(j)

Paul Graves

Livent

266,667

⁽¹⁾

17.00

10/10/2028

82,353

⁽²⁾

1,136,472

FMC

12,246

59.47

2/18/2023

8,291

⁽³⁾

613,202

Name
(a)

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
(b)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)

Option
Exercise
Price
($)
(e)

Option
Expiration
Date
(f)

Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)
(g)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(h)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have Not
Vested
(#)
(i)

Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(j)

Paul W. Graves

85,171

8.56

2/18/2023

24,767

⁽¹⁾

466,610

FMC

10,252

72.93

2/17/2024

5,047

⁽⁴⁾

373,276

71,303

10.49

2/17/2024

82,353

⁽²⁾

1,551,531

FMC

13,986

63.41

2/27/2025

3,561

⁽⁵⁾

263,372

97,273

9.12

2/27/2025

FMC

36,175

⁽⁶⁾

37.38

2/25/2026

34,000

⁽³⁾

2,514,640

129,301

8.29

2/27/2027

FMC

18,591

⁽⁷⁾

57.63

2/27/2027

4,272

⁽⁸⁾

315,957

2,893

⁽⁹⁾

213,966

83,342

⁽³⁾

12.26

2/15/2028

FMC

11,983

⁽¹⁰⁾

85.24

2/15/2028

1,238

⁽¹¹⁾

91,562

3,561

⁽¹²⁾

263,372

266,667

⁽⁴⁾

17.00

10/10/2028

Gilberto Antoniazzi

Livent

85,715

⁽¹⁾

17.00

10/10/2028

26,471

⁽²⁾

365,300

7,372

8.56

2/18/2023

3,067

⁽¹⁾

57,782

FMC

1,060

59.47

2/18/2023

1,112

⁽³⁾

82,244

8,603

10.49

2/17/2024

26,471

⁽²⁾

498,714

FMC

1,237

72.93

2/17/2024

677

⁽⁴⁾

50,071

11,740

9.12

2/27/2025

3,665

⁽⁵⁾

69,049

FMC

1,688

63.41

2/27/2025

441

⁽⁵⁾

32,616

17,338

8.29

2/27/2027

FMC

4,850

⁽⁶⁾

37.38

2/25/2026

527

⁽¹³⁾

38,977

10,328

⁽³⁾

12.26

2/15/2028

FMC

2,493

⁽⁷⁾

57.63

2/27/2027

85,715

⁽⁴⁾

17.00

10/10/2028

Sara Ponessa

53,334

⁽⁴⁾

17.00

10/10/2028

1,877

⁽¹⁾

35,363

FMC

1,485

⁽¹⁰⁾

85.24

2/15/2028

16,471

⁽²⁾

310,314

Thomas
Schneberger

Livent

85,715

⁽¹⁾

17.00

10/10/2028

26,471

⁽²⁾

365,300

FMC

11,579

⁽⁶⁾

37.38

2/25/2026

2,654

⁽³⁾

196,290

FMC

5,951

⁽⁷⁾

57.63

2/27/2027

1,615

⁽⁴⁾

119,445

FMC

3,631

⁽¹⁰⁾

85.24

2/15/2028

1,079

⁽⁵⁾

79,803

FMC

1,026

⁽⁸⁾

75,883

695

⁽⁹⁾

51,402

FMC

283

⁽¹¹⁾

20,931

810

⁽¹²⁾

59,908

(1)	These ~~stock options will vest and become exercisable in two equal installments,~~RSUs vested on ~~October 10, 2021 and October 10, 2022.~~February 15, 2021.
(2)	These RSUs, which we granted upon the IPO, will vest in two equal installments on October 10, 2021 and October 10, 2022.
(3)	These ~~RSUs~~stock options vested and became exercisable on February ~~13, 2019, and were subsequently adjusted upon the Distribution.~~15, 2021.
(4)	These ~~RSUs, as adjusted~~stock options, which we granted upon the ~~Distribution,~~IPO, will vest and become exercisable in two equal installments on ~~February 27, 2020.~~October 10, 2021 and October 10, 2022.
(5)	These RSUs ~~as adjusted upon the Distribution, will vest on February 15, 2021.~~
~~(6)~~	~~These stock options~~ vested ~~and became exercisable on February 13, 2019, and were subsequently adjusted upon the Distribution.~~
~~(7)~~	~~These stock options, as adjusted upon the Distribution, will vest and become exercisable on February 27, 2020.~~
~~(8)~~	These units represent the portion of PRSUs granted in 2017 that were banked based on 2017 performance and 2018 performance. In 2017 they were banked at 200% and in 2018 they were banked at 92%. The numbers represented also include the dividend equivalent rights credited with respect to those banked units. These shares, as adjusted upon the Distribution, remain subject to time-based vesting based on continued service through 12/31/2019.
~~(9)~~	These units represent the portion of PRSUs granted in 2017 that remained subject to open or future performance periods as of 12/31/2018, shown here at 100% of target. Upon the Distribution, these PRSUs were converted into time-based RSUs denominated in Livent stock, which will vest on December 31, 2019.

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~~(10)~~	~~These stock options, as adjusted upon the Distribution, will vest and become exercisable on February 15, 2021.~~
~~(11)~~	These units represent the portion of PRSUs granted in 2018 that were banked based on 2018 performance at 103%. The numbers represented also include the dividend equivalent rights credited with respect to those banked units. These shares, as adjusted upon the Distribution, remain subject to time-based vesting based on continued service through 12/31/2020.
~~(12)~~	These units represent the portion of PRSUs granted in 2018 that remained subject to open or future performance periods as of 12/31/2018, shown here at 100% of target. Upon the Distribution, these PRSUs were converted into time-based RSUs denominated in Livent stock, which will vest on December 31, 2020.
~~(13)~~	~~These RSUs, as adjusted upon the Distribution, will vest~~ on January 16, 2021.

~~EXECUTIVE SEVERANCE~~LIVENT CORPORATION | 2021PROXY STATEMENT45

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OPTION EXERCISES AND ~~CHANGE IN CONTROL RIGHTS~~

~~EXECUTIVE SEVERANCE GUIDELINES~~STOCK VESTED TABLE 2020

The ~~following~~data in the “Option Exercises and Stock Vested” table is compiled based on each transaction date.

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired On Exercise (#) (b)	Value Realized On Exercise ($) (c)	Number of Shares Acquired On Vesting (#) (d)	Value Realized On Vesting ($) (e)
Paul W. Graves	–	–	68,477	970,327
Gilberto Antoniazzi	–	–	4,708	45,809
Sara Ponessa	–	–	2,935	28,558

NONQUALIFIED DEFERRED COMPENSATION TABLE 2020

Name (a)	Executive Contributions in Last FY⁽¹⁾ ($) (b)	Registrant Contributions in Last FY⁽²⁾ ($) (c)	Aggregate Earnings in Last FY ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE⁽³⁾ ($) (f)
Paul W. Graves	61,333	83,012	1,179,978	–	3,001,481
Gilberto Antoniazzi	24,150	48,452	38,289	–	214,169
Sara Ponessa	44,450	15,497	26,549	–	134,446

(1)	The amounts listed in this column are reported as compensation in the amounts included in Column (c), Salary, of the 2020 Summary Compensation Table.
(2)	The amounts listed in this column are reported as compensation in the amounts included in Column (i), All Other Compensation, of the 2020 Summary Compensation Table. In addition to the employer matching contribution, of $39,040, Mr. Graves received nonqualified non-elective contributions of 5% of compensation on his eligible earnings amount which was $43,972. In addition to the employer matching contribution of $11,273, Mr. Antoniazzi received a nonqualified non-elective employer contribution of 15% of compensation on his eligible earnings amount, which was $37,179. Ms. Ponessa received an employer matching contribution of $7,522, Ms. Ponessa received nonqualified non-elective contributions of 5% of compensation on her eligible earnings amount which was $7,975.
(3)	Amounts listed in this column for Mr. Graves include an aggregate of $877,626, which was reported in previous years in our Summary Compensation Table or, during Mr. Graves’ prior tenure as a named executive officer at FMC, in FMC’s Summary Compensation Table. The amounts listed for Mr. Antoniazzi and Ms. Ponessa include an aggregate of $100,837 and $34,846, respectively, which were reported in our Summary Compensation Table in previous years.

The Nonqualified Savings Plan is a ~~summary~~deferred compensation plan that provides for employee contributions as well as company matching, non-elective and discretionary contributions. The Nonqualified Savings Plan works in tandem with the Qualified Savings Plan. Please see the Post-Employment Compensation section above for a description of such Plans.

Employee and employer contributions to the Nonqualified Savings Plan are deemed invested by the employee in his or her choice of more than 20 investment alternatives. All investments, except for the FMC Stock Fund and Livent Stock Fund, are mutual funds, and all investments may be exchanged by the employee at any time. Earnings on investments are market earnings. There are no programs or provisions for guaranteed rates of return. Distributions under the Nonqualified Savings Plan must occur or commence at the earlier of separation of service plus six months or at a designated time elected by the employee at the time of deferral. Distributions may be in a lump sum or installments as determined by the employee’s distribution election.

The Nonqualified Savings Plan is subject to certain disclosure and procedural requirements of ERISA, but as a “top hat” plan is not subject to the eligibility, vesting, accrual, funding and fiduciary responsibility requirements of ERISA.The Nonqualified Savings Plan represents an unfunded liability and all amounts listed in the table above are unsecured and therefore not guaranteed to be fully paid in the event of Livent’s insolvency or bankruptcy.

Mr. Graves and Ms. Ponessa’s balances in our Nonqualified Savings Plan include amounts the NEOs transferred into the plan from a legacy FMC nonqualified plan.

LIVENT CORPORATION | 2021PROXY STATEMENT46

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PAY RATIO DISCLOSURE

We disclose here the Livent CEO to median employee pay ratio as calculated in accordance with Item 402(u) of Regulation S-K. We examined the total cash compensation for all employees, excluding our CEO and certain non-U.S. based employees as described below, who were employed by Livent on November 1, 2020 in order to identify a median employee. We included all employees, whether employed on a full-time, part-time, or temporary basis. We annualized the compensation for any non-temporary employee who was not employed by Livent for the full year in 2020. For non-U.S. employees, we converted their total cash compensation to US Dollars based on a published average annual exchange rate as of November 1, 2020. We excluded less than 5% of our non-U.S. based employees as follows: Singapore (14), Japan (3), India (10), Netherlands (1), and Switzerland (1). After excluding our CEO and these non-U.S. based employees, we had 303 U.S.-based employees and 490 non-U.S. based employees, and irrespective of these exclusions we had 491 U.S.-based employees and 519 non-U.S. based employees as of November 1, 2020.

This methodology resulted in the identification of four U.S.-based employees that had the same estimated compensation. To select from among these four employees, we calculated the annual total compensation of each in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, averaged these four compensation values, and selected the employee whose annual total compensation was closest to the average.

We calculated annual total compensation for our median employee using the same methodology we use for our named executive officers as set forth in the 2020 Summary Compensation Table in this proxy statement. Using this methodology, we have estimated that the median of the ~~arrangements that were in place during 2018~~annual total compensation of our employees, excluding our CEO and a limited number of non-U.S. based employees as described above, was $67,262, and the annual total compensation of our CEO was $1,744,802. Therefore, our 2020 CEO to median employee pay ratio is 26:1.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Although the Company does not maintain individual employment agreements with any NEO that provide ~~for certain~~guaranteed payments ~~to our NEOs~~ in ~~connection with~~the event of a termination of employment, upon such a termination, or upon a change in control ~~and/or~~of Livent, the Company maintains certain arrangements, guidelines, plans and programs pursuant to which our NEOs could be eligible to receive certain cash severance, equity vesting and other benefits.

The amounts that the NEOs could receive are set forth below for the following types of termination of employment:

■	Termination without cause not in connection with a change in control;
■	Termination without cause or by executive for good reason following a change in control;
■	Death or disability;
■	Retirement; and
■	Termination for cause.

In accordance with SEC rules, we have used certain assumptions in determining the ~~NEO’s employment.~~amounts shown. We have assumed that the termination of employment or change in control occurred on December 31, 2020. On that date, the closing price on the NYSE of a Livent share was $18.84. Since many factors (e.g., the time of year when the event occurs, our stock price and the executive’s age) could affect the nature and amount of benefits a NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. Under these SEC rules, the potential payments upon termination or change in control do not include certain distributions to the NEO or benefits to which the NEO is already entitled, including the value of equity awards that have already vested and distributions from qualified retirement plans.

TERMINATION WITHOUT CAUSE (NOT INVOLVING A CHANGE IN CONTROL)

CASH AND OTHER AMOUNTS

The Company maintains Executive Severance Guidelines (the “Severance Guidelines”), which provide non-mandatory guidance for the payment of severance pay and benefits in the event of an executive’s termination of employment by the Company without cause (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). No NEO has a contractual entitlement to any severance pay or benefits under the Severance Guidelines, and the Compensation Committee has the discretion to enhance or reduce the severance pay or benefits under the Severance Guidelines in any specific case. As a condition to receiving any severance pay or benefits under the Severance Guidelines, the NEO must execute a release of claims in favor of the Company, as well as a non-solicitation, non-competition and confidentiality agreement. The Severance Guidelines provide for delivery to the NEO of the following:

■	anAn amount equal to 12 months of the NEO’s base salary, payable in a lump sum;
■	anAn amount equal to ~~one times~~12 months of the NEO’s target annual incentive award, payable in a lump sum;

LIVENT CORPORATION | 2021PROXY STATEMENT47

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■	aA pro-rated annual incentive award (at target) for the year of termination;
■	~~transition~~Transition benefits (e.g., outplacement assistance up to $20,000, and financial/tax ~~planning)~~planning for the last calendar year of employment); and
■	~~continuation~~Continuation of health benefits for the one-year period following the date of termination.

~~The Severance Guidelines also describe~~EQUITY AWARDS

In the ~~treatment~~event of a termination of an NEO’s employment by Livent without cause, the NEO’s outstanding ~~long-term~~equity incentive awards ~~upon~~will be treated as follows, contingent on the NEO’s execution of a ~~termination without cause, which is summarized~~release of claims and, in the ~~Section entitled “Equity Awards” below.~~case of benefits provided under the Guidelines, execution of a non-compete, non-disclosure and non-solicitation agreement:

■	Options
	Under the Guidelines:

	■	Vested stock options will remain exercisable for twelve months; and
	■	Outstanding and unvested stock options that would have vested within one calendar year following the termination date become exercisable on their regularly scheduled vesting dates, and will remain exercisable for one year thereafter.

■	Restricted Stock Units
	Under the terms of the IPO Awards:

	■	The portion of IPO RSUs that would have vested on the first vesting date (October 10, 2021) will vest on a pro rata basis, with the pro ration calculated based on the number of days the NEO was employed between the grant date and the first vesting date; and
	■	The portion of IPO RSUs that would have vested on the second vesting date (October 10, 2022) will vest pro rata.
	Under the terms of predecessor FMC awards and/or the Guidelines:
	■	All other outstanding and unvested RSUs will vest on a pro rata basis based on the number of days the NEO was employed during the vesting period.

TERMINATION WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL

~~FMC maintains executive severance guidelines for the benefit of its executives that are substantially similar to the Company’s Severance Guidelines.~~

~~CHANGE IN CONTROL SEVERANCE RIGHTS~~CASH AND OTHER AMOUNTS

Each of the NEOs entered into an Executive Severance Agreement with the Company, effective as of the IPO, which generally provides that, in the event such individual’s employment is terminated by the Company without “cause” or by such individual for “good reason” in each case, within the 24-month period following a “change in control” of the Company, then such individual would be entitled, contingent on ~~his~~the executive’s execution of a release of claims in favor of the Company and its affiliates, to the ~~following~~ payments and ~~benefits:~~benefits detailed below.

■	anAn amount equal to three times (in the case of Messrs. Graves and Antoniazzi) and two times (in the case of ~~Mr. Schneberger) his highest annualized~~Ms. Ponessa) the base salary, ~~in effect at any time,~~ payable in a lump sum;
■	anAn amount equal to three times (in the case of Messrs. Graves and Antoniazzi) and two times (in the case of ~~Mr. Schneberger) his highest annualized~~Ms. Ponessa) the target annual incentive award, payable in a lump sum;
■	aA pro-rated annual incentive award for the year of termination;
■	~~reimbursement~~Reimbursement for outplacement services for a two-year period following the termination date, with the total reimbursements capped at 15% of ~~his~~ base salary as of the termination date; and
■	~~continuation~~Continuation of medical and welfare benefits (including life and accidental death and dismemberment and disability insurance coverage) for ~~him~~such individual (and ~~his~~ covered spouse and dependents), at the same premium cost and coverage level as in effect as of the change in control date, for three years (in the case of Messrs. Graves and Antoniazzi) and two years (in the case of ~~Mr. Schneberger)~~Ms. Ponessa) following the date of termination (or, if earlier, the date on which substantially similar benefits at a comparable cost are available ~~to him~~ from a subsequent employer)~~; and~~
■	or, if such benefits ~~accrued~~continuation is not permissible under the ~~Company’s savings~~applicable plan or ~~retirement plans will be distributed pursuant to~~would result in adverse tax consequences, cash benefits in lieu thereof under the ~~terms of the applicable plan.~~upated Executive Severance Agreements.

~~Prior~~The Executive Severance Agreements provide that if the amounts to ~~the IPO, Mr. Graves was party to an executive severance agreement~~be received in connection with ~~FMC which provided substantially similar benefits upon~~ a change in control ~~of FMC~~would trigger the excise tax on parachute payments, either the payments will be lowered so as ~~those described above. Mr. Schneberger was party~~not to an executive severance agreement with FMC which also provided substantially similar benefits as those described above, except that his severance multiple was one times severance and target annual incentive award, and he was entitled to one year of health and welfare plan continuation. Mr. Antoniazzi was not party to an executive severance agreement with FMC priortrigger the excise tax, or they will be paid in full subject to the ~~IPO.~~tax, whichever produces the better net after-tax position.

LIVENTCORPORATION |~~2019~~2021 PROXY STATEMENT 2848

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EQUITY AWARDS

The following is a summary of the treatment of equity incentive awards held by our NEOs on a change in control or upon certain specified terminations of employment. Upon the Distribution, all outstanding FMC equity awards were converted into either Livent RSUs or stock options, as described in the “Equity Awards” section on page 24 above.

~~CHANGE IN CONTROL OF LIVENT~~

To the extent that upon a change in control, ~~of Livent,~~ the ~~Company’s~~ successor or the surviving entity (or its parent) fails to continue or assume the ~~equity awards,~~IPO Awards, then under the ~~following will apply with respect to the IPO NEO Awards:~~terms of those awards:

■	All outstanding and unvested stock options granted pursuant to an IPO ~~NEO~~ Award will vest and become exercisable on the change in control; and
■	All outstanding and unvested RSUs granted pursuant to an IPO ~~NEO~~ Award will vest on the change in control.

There is no parallel automatic vesting provision that is applicable to ~~the~~ FMC equity awards ~~which~~that were converted into Livent equity ~~awards.~~

~~INVOLUNTARY TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL OF LIVENT~~

Inawards.These awards will vest only in the event of a termination without cause or a resignation with good reason within two years following a change in control of Livent, contingent on the NEO’s execution of a release of claims in favor of the Company and its affiliates, ~~the NEOs’ outstanding equity incentive awards will be treated~~ as follows:

■	All outstanding and unvested stock options will vest and become exercisable on the termination date, and will remain exercisable for up to three months following the termination date; ~~and~~
■	All outstanding and unvested RSUs will vest on the termination date.

~~INVOLUNTARY TERMINATION OF EMPLOYMENT (OTHER THAN IN CONNECTION WITH A CHANGE IN CONTROL OF LIVENT)~~Generally, the following definitions apply to our equity grants, with some variation for awards that were converted from FMC equity awards:

InA “Change in Control” is generally the ~~event~~acquisition of 20% or more of our common stock; a ~~termination of an NEO’s employment by Livent without cause (other than in connection with a~~substantial change in ~~control~~the composition of ~~Livent), contingent on~~our Board such that the ~~NEO’s execution~~current Board no longer constitutes a majority; a merger, sale of ~~a release~~substantially all of ~~claims,~~ the ~~NEO’s outstanding equity incentive awards will be treated as follows:~~assets or acquisition, unless the beneficial owners prior to the transaction own more than 60% of the resulting corporation.

■	Outstanding and unvested stock options that would have vested within one year following the termination date will vest and become exercisable on their regularly scheduled vesting dates, and will remain exercisable for one year thereafter; and
■	~~All outstanding and unvested RSUs will vest on a pro rata basis based on the number of days the NEO was employed during the vesting period.~~

“Cause” generally means a willful and continued failure to substantially perform the executive’s material employment duties, willful and deliberate conduct which is materially injurious to the Company, or having been convicted to a felony on or prior to the Change in Control.

“Good Reason” generally means the assignment of duties materially inconsistent with the executive’s duties and status as an employee or reduction in the nature of the duties, the Company’s requiring the executive to be based at a location which is at least 50 miles further from the office where the executive is located at the time of the Change in Control, or a reduction in base salary, each of which the Company has failed to cure after receiving notice from the Named Executive Officer.

DEATH OR DISABILITY

In the event of a termination of an NEO’s employment due to death or disability, the ~~NEO’s~~NEO would not be entitled to severance pay or benefits, and outstanding equity incentive awards will be treated as follows:

■	All outstanding and unvested stock options will fully vest and become exercisable, and will remain exercisable for up to five years following the date of termination; and
■	All outstanding and unvested RSUs will fully vest.

RETIREMENT

~~While certain equity~~Predecessor FMC awards and our IPO awards contain accelerated vesting provisions for a grantee who becomes retirement ~~vesting features,~~eligible. However, none of the NEOs are currently retirement eligible, nor will they become retirement eligible during the vesting period applicable to their outstanding awards.

CAUSE

In the event of a termination of an ~~NEO~~NEO’s employment for cause, all outstanding and unvested equity awards will be cancelled, and all vested stock option awards will expire immediately.

~~RETIREMENT BENEFITS~~PAUL GRAVES

~~QUALIFIED AND NON-QUALIFIED DEFINED BENEFIT PLANS~~

In 2018, Messrs. Schneberger and Antoniazzi participated in the FMC Salaried and Nonunion Hourly Employees Retirement Plan, which we refer to as the “FMC Qualified Plan”, a non-contributory defined benefit plan that is intended to meet the requirements of a tax-qualified plan. Since Mr. Graves was hired after July 1, 2007, when the FMC Qualified Plan was closed to new employees, Mr. Graves was not eligible to participate in the FMC Qualified Plan, but did participate in FMC defined contribution plans.

Under the FMC Qualified Plan, an employee’s pension benefit is calculated based on credited service and a final average year earnings (“FAYE”) formula, and the annual benefit payable was subject to a statutory cap of $220,000 for 2018. FAYE is determined using earnings from the highest 60 consecutive months out of the last 120 calendar months that immediately precede the employee’s retirement date. Eligible compensation includes base salary, annual incentive awards and certain other performance payments, and was subject to a statutory cap of $275,000 for 2018. However, stock option gains, other equity awards and long-term performance-based cash awards were not included in eligible compensation.

Executive Benefits and Payments Upon Termination⁽¹⁾ or Change in Control	Change in Control Termination ($)			Termination Without Cause* ($)			Death or Disability ($)
Cash Severance		4,800,000	⁽²⁾		1,600,000	⁽³⁾		N/A
Annual Incentive		824,000	⁽⁴⁾		800,000	⁽⁵⁾		0
Stock Options		1,039,058	⁽⁶⁾		793,723	⁽⁷⁾		1,039,058	⁽⁶⁾
Restricted Stock Units		2,018,141	⁽⁸⁾		1,454,184	⁽⁹⁾		2,018,141	⁽⁸⁾
Welfare Benefits		62,817	⁽¹⁰⁾		19,780	⁽¹¹⁾		0
Transition Benefits		120,000	⁽¹²⁾		20,000	⁽¹³⁾		0
Best Net After-Tax Forfeiture		0	⁽¹⁴⁾		N/A			N/A
TOTAL		8,864,016			4,687,687			3,057,198

LIVENTCORPORATION |~~2019~~2021 PROXY STATEMENT 2949

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~~The normal retirement age under the FMC Qualified Plan is age 65. Benefits at normal retirement are calculated using the formula described below.~~GILBERTO ANTONIAZZI

Executive Benefits and Payments Upon Termination⁽¹⁾ or Change in Control	Change in Control Termination ($)			Termination Without Cause* ($)			Death or Disability ($)
Cash Severance		1,800,000	⁽²⁾		600,000	⁽³⁾		N/A
Annual Incentive		238,500	⁽⁴⁾		225,000	⁽⁵⁾		0
Stock Options		225,674	⁽⁶⁾		146,815	⁽⁷⁾		225,674	⁽⁶⁾
Restricted Stock Units		625,545	⁽⁸⁾		447,167	⁽⁹⁾		625,545	⁽⁸⁾
Welfare Benefits		61,985	⁽¹⁰⁾		19,780	⁽¹¹⁾		0
Transition Benefits		56,250	⁽¹²⁾		20,000	⁽¹³⁾		0
Best Net After-Tax Forfeiture		0	⁽¹³⁾		N/A			N/A
TOTAL		3,007,953			1,458,762			851,218

The retirement formula is 1.0% of FAYE up to the Social Security covered compensation base plus 1.5% of FAYE in excess of the Social Security covered compensation base times years of credited service (up to 35 years) plus 1.5% of FAYE times years of credited service in excess of 35. The actual benefit amount depends on the form of payment selected by the employee, i.e., individual life annuity, joint and survivor annuity or level income option. All benefits under the FMC Qualified Plan are paid as an annuity. At age 62, an employee can retire without a benefit reduction. There is no Social Security offset.SARA PONESSA

Early retirement is defined as retirement from active service when an employee reaches age 55 with a minimum of ten years credited service. Employees who elect early retirement receive an actuarially reduced pension. This reduction is 4% per year for each year prior to age 62. The maximum reduction is 28% (62-55 x .04) of the age 65 benefit calculation. The Internal Revenue Code of 1986, as amended (the “Code”) limits the annual benefits that may be paid from a tax-qualified retirement plan and the compensation that may be taken into account in calculating those benefits, as noted above.

The FMC Salaried Employees Equivalent Plan, which we refer to as the “FMC Nonqualified Plan”, is a non-qualified defined benefit plan that restores the benefits earned under the FMC Qualified Plan formula described above. Messrs. Schneberger and Antoniazzi were eligible to participate in the FMC Nonqualified Plan. Mr. Graves was not eligible to participate in the FMC Nonqualified Plan, as the plan does not cover employees who are not also covered by the FMC Qualified Plan.

This plan represents an unfunded and unsecured obligation of FMC and, therefore, benefits are not guaranteed to be fully paid in the event of FMC’s insolvency or bankruptcy. These supplemental benefits are calculated using the same formula described above without regard to the Code limits, less amounts payable under the FMC Qualified Plan. The benefits payable under the FMC Nonqualified Plan are paid in a lump sum on the later of attainment of age 55 or six months following the employee’s retirement.

Effective as of January 1, 2019, Messrs. Schneberger and Antoniazzi ceased active participation in the FMC Qualified Plan and the FMC Nonqualified Plan (including the accrual of any additional benefits under such plans). Under the FMC Qualified Plan, however, they were granted an additional three years of credited service. In addition, they will receive credit for their service with us or one of our subsidiaries for purposes of attaining early retirement eligibility under, and in accordance with the terms of, the FMC Qualified Plan. From and after the Distribution, the terms of the FMC Qualified Plan and FMC Nonqualified Plan will govern the terms of distributions of any benefits payable under those plans. The Company has not established its own non-contributory defined benefit plan or non-qualified defined benefit plan.

~~QUALIFIED AND NON-QUALIFIED DEFINED CONTRIBUTION PLANS~~

The retirement plan contributions in column (i) of the Summary Compensation Table above reflect contributions made to the FMC Corporation Savings and Investment Plan, which we refer to as the “FMC Qualified Savings Plan”, which is a tax-qualified savings plan under Section 401(k) of the Code, and in the case of Mr. Graves, the FMC Nonqualified Savings and Investment Plan, which we refer to as the “FMC Nonqualified Savings Plan”, a non-qualified deferred compensation plan that mirrors the FMC Qualified Savings Plan and is available to certain eligible employees whose annual compensation exceeds $250,000 (in 2018).

The FMC Nonqualified Savings Plan is used to facilitate the continuation of contributions beyond the limits allowed under the FMC Qualified Savings Plan. In 2018, FMC’s matching contribution under both plans was 80% of the amount deferred up to a maximum of 5% of eligible earnings, i.e. base salary and annual incentive paid in fiscal year 2018. In addition to FMC’s matching contribution, Mr. Graves was also entitled to receive employer non-elective contributions under the FMC Qualified and Nonqualified Savings Plans of 5% of eligible earnings in the aggregate.

The FMC Nonqualified Savings Plan is subject to certain disclosure and procedural requirements of ERISA, but as a “top hat” plan is not subject to the eligibility, vesting, accrual, funding, fiduciary responsibility and similar requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). This plan represents an unfunded and unsecured obligation of FMC and, therefore, amounts are not guaranteed to be fully paid in the event of FMC’s insolvency or bankruptcy.

Effective as of January 1, 2019, the NEOs ceased active participation in the FMC 401(k) Plan and became eligible to participate in a 401(k) plan maintained by us. In addition, Mr. Graves ceased active participation in the FMC Nonqualified Savings Plan and became eligible to participate in a corresponding non-qualified savings and investment plan maintained by us, which we refer to as the “Lithium Nonqualified Savings Plan”. Livent’s matching contribution under both plans is currently 80% of the amount deferred up to a maximum of 5% of eligible earnings, i.e. base salary and annual incentive paid in a calendar year. However, the matching contribution under both plans may not exceed 4% of an NEO’s total eligible earnings.

Executive Benefits and Payments Upon Termination⁽¹⁾ or Change in Control	Change in Control Termination ($)			Termination Without Cause* ($)			Death or Disability ($)
Cash Severance		1,120,000	⁽²⁾		560,000	⁽³⁾		N/A
Annual Incentive		216,300	⁽⁴⁾		210,000	⁽⁵⁾		0
Stock Options		98,135	⁽⁶⁾		49,067	⁽⁷⁾		98,135	⁽⁶⁾
Restricted Stock Units		345,676	⁽⁸⁾		235,349	⁽⁹⁾		345,676	⁽⁸⁾
Welfare Benefits		41,212	⁽¹⁰⁾		19,780	⁽¹¹⁾		0
Transition Benefits		52,500	⁽¹²⁾		20,000	⁽¹³⁾		0
Best Net After-Tax Forfeiture		(297,798	)⁽¹⁴⁾		N/A			N/A
TOTAL		1,576,025			1,094,196			443,811

* Amounts shown generally reflect the amounts specified in the Severance Guidelines, which are not contractually guaranteed.
(1)	On December 31, 2020, Messrs. Graves and Antoniazzi and Ms. Ponessa were not eligible to retire.
(2)	The amount shown is equal to three times (two times for Ms. Ponessa) the sum of base salary plus target annual incentive, calculated by using the highest annualized base salary and target annual incentive available to the NEO during his/her career with the Company.
(3)	The amount shown is equal to the sum of 12 months of base salary plus target annual incentive.
(4)	The amount shown is the pro rata amount of any annual incentive award payable in the year of separation. This is the same annual incentive amount reported in the Summary Compensation Table, because the table assumes termination would have occurred on the last day of the fiscal year.
(5)	The amount shown is the prorated target bonus for the year of termination based on the Severance Guidelines.
(6)	All unvested stock options will vest, except that IPO stock options will also vest upon the change in control even if the NEO was not terminated if the surviving entity fails to continue or assume the award. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the stock price of $18.84 at December 31, 2020. Please note, however, that the ultimate value of the foregoing options will depend on the stock price on the date of exercise.
(7)	The Executive Severance Guidelines provide that all options that would have vested within one year following termination will become exercisable on their regularly scheduled dates. As noted above, the Executive Severance Guidelines are not binding on the Company and are intended to serve merely as guidelines, with the Compensation Committee retaining the ultimate discretion to modify them for any specific termination. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the stock price of $18.84 at December 31, 2020. Please note, however, that the ultimate value of the foregoing options will depend on the stock price on the date of exercise.
(8)	All unvested restricted stock units will vest, except that IPO RSUs will also vest upon the change in control even if the NEO was not terminated if the surviving entity fails to continue or assume the award. The amount shown is the market value of all unvested restricted stock units based on the stock price of $18.84 on December 31, 2020.
(9)	Unvested restricted stock units will vest pro rata, with such pro ration calculated as described on page 48.

LIVENTCORPORATION |~~2019~~2021 PROXY STATEMENT 3050

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(10)	Welfare benefits of health care and dental, life insurance and disability insurance continue for three years (two years for Ms. Ponessa). The amounts shown are the estimated cost to the Company for such benefits during the period.
(11)	Welfare benefits of health care and dental insurance continue for one year. The amounts shown are the estimated cost to the Company for such benefits during the period.
(12)	The executives are entitled to outplacement services, which are capped at 15% of the NEO’s base salary. The actual amounts paid in respect of such services will be determined based upon the outplacement services obtained, if any, by an NEO upon termination. However, the amounts reflected in the table represent the maximum amounts that could be paid by the Company in respect of these services.
(13)	The executives are entitled to outplacement services up to $20,000, plus financial and tax planning services for the last calendar year of employment. Executives generally receive an allowance for financial planning and tax benefits, which are not shown in the table because they would have already been used by an executive terminated on December 31, 2020.
(14)	The NEO severance agreements provide that if the amounts to be received upon a change in control would trigger the excise tax on parachute payments, either the payments will be lowered so as not to trigger the excise tax, or they will be paid in full subject to the tax, whichever produces the better net after-tax position. The benefits of Ms. Ponessa exceeded the triggering amount, and forfeiture of benefits resulted in a better after-tax situation than the receipt of full benefits with payment of the excise tax. Therefore, we have shown amounts that she would have forfeited upon a theoretical termination of employment on December 31, 2020 in the table. The amount shown does not take into account any possible reductions related to “reasonable compensation” for services before and/or after the change in control date.

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VII.	OTHER MATTERS

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~NOTICE AND ACCESS

~~Section 16(a)~~As permitted by the SEC, we are furnishing to stockholders our Notice of the ~~Securities Exchange Act~~Annual Meeting, this Proxy Statement and our Annual Report primarily over the internet. On or about March 19, 2021, we will mail to each of ~~1934 (The “Exchange Act”) requires the Company’s directors and executive officers, and persons~~our stockholders (other than those who ~~own more than ten percent~~previously requested electronic delivery or previously elected to receive delivery of a paper copy of the ~~Company’s Common Stock,~~proxy materials) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to ~~file~~access and review the proxy materials via the internet and how to submit a proxy electronically using the internet. The Notice of Internet Availability also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the Notice of Internet Availability, you will not receive a paper copy of the proxy materials unless you request one.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the ~~SEC initial reports~~proxy materials they need, while minimizing the cost of ~~ownership~~the delivery of the materials and ~~reports~~the environmental impact of ~~changes in beneficial ownership of Common Stock. Executive officers, directors~~printing and ~~greater than ten percent stockholders (collectively, the “Reporting Persons”) are additionally required to furnish the Company with copies of all Section 16(a) forms they file.~~

Based on a review of forms filed with the SEC and information provided by Reporting Persons to the Company, it is believed that all Section 16(a) requirements were fully met by all Reporting Persons with respect to the year ended December 31, 2018.mailing paper copies.

HOUSEHOLDING

We have adopted a procedure approved by the SEC called ~~householding.~~“householding”. Under this procedure, we are permitted to deliver a single copy of the Notice of Internet Availability and, if a stockholder requested printed versions by mail, our proxy materials, including this proxy statement and our annual report, to stockholders sharing the same address ~~who did not receive this proxy statement and~~ who did not otherwise notify us of their desire to receive multiple copies of our proxy materials. Householding allows us to reduce our printing and postage costs and limits the volume of duplicative information received at your household. A separate proxy card will continue to be mailed for each registered stockholder ~~account.~~account who requests a paper copy of the proxy materials.

We will promptly deliver, upon oral or written request, a separate copy of the Notice of Internet Availability and, if a stockholder requested printed versions by mail, the proxy materials to any stockholder residing at an address to which only one copy was mailed. If you wish to receive an additional copy of the Notice of Internet Availability or our proxy materials, or if you received multiple copies ~~of our proxy materials~~ and wish to request householding in the future, you may make such request by writing to our Corporate Secretary at Livent Corporation, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, PA 19104.

If you are a street name holder and wish to revoke your consent to householding and receive separate copies of our proxy materials for the annual meeting of stockholders this year or future years, you may call Broadridge Investor Communications Services toll-free at (866) 540-7095 or write to them c/o Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

AUDIT COMMITTEE REPORT

The Audit Committee Report that follows shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.

During the past year, the Audit Committee met ~~two~~seven times, including six telephonic meetings, to discuss quarterly results and other matters. In carrying out its duties, the Committee has:

■	Reviewed and discussed the audited consolidated and combined financial statements for the fiscal year ended December 31, ~~2018~~2020 with management and KPMG, the company’s independent registered public accounting firm;
■	Discussed with KPMG the matters required to be discussed pursuant to Public Company Accounting Oversight Board Auditing Standard No. 1301, ““Communications with Audit Committees”;;
■	Discussed various matters with KPMG related to the Company’s consolidated and combined financial statements, including all critical accounting policies and practices used, all alternative treatments for material items that have been discussed with Company management, and all other material written communications between KPMG and management; and
■	Received the written disclosures and the letter from KPMG as required by the Public Company Accounting Oversight Board, and has confirmed with KPMG its independence.

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In reliance upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2020.

The preceding report has been furnished by the following members of the Audit Committee:

Michael F. Barry,Chairman

G. Peter D’Aloia

Christina Lampe-Önnerud

Steven T. Merkt

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EXPENSES RELATING TO THIS PROXY SOLICITATION

The Company will pay all expenses relating to this proxy solicitation. ~~In addition to this solicitation by mail,~~ Company officers, directors and employees may solicit proxies by personal interview, mail, telephone, ~~or personal call~~and electronic communications by directors, officers, and other Livent employees without extra compensation for that activity. Solicitation of proxies by mail may be supplemented by telephone, email, facsimile transmission, electronic transmission or personal solicitation by certain of our directors, officers or other employees. The Company also expects to reimburse banks, brokers and other persons for reasonable out-of-pocket expenses in forwarding proxy material to beneficial owners of Company stock and obtaining the proxies of those owners.

SARA PONESSA

Vice President,

General Counsel and Secretary

LIVENTCORPORATION |~~2019~~2021 PROXY STATEMENT 3253

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APPENDIX A-1

PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - BOARD DECLASSIFICATION

If Proposal 4 is approved by stockholders at the 2021 Annual Meeting, the following amendments to Article 5 of the Certificate of Incorporation will be approved.¹

5. The following additional provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and its directors and stockholders:

* * * * *

(b)	The number of directors which shall constitute the whole Board of Directors shall be fixed by, and may be amended from time to time by, resolution adopted by affirmative vote of a majority of the whole Board of Directors except that such number shall not be less than three (3) nor more than fifteen (15), the exact number to be determined by resolution adopted by affirmative vote of a majority of the whole Board of Directors.The Board of Directors shall be divided into three classes: Class I, Class II and Class III. Membership in such classes shall be as nearly equal in number as possible. The term of office of the initial Class I directors shall expire at the annual election of directors by the stockholders of the Corporation in 2019, the term of office of the initial Class II directors shall expire at the annual election of directors by the stockholders of the Corporation in 2020, and the term of office of the initial Class III directors shall expire at the annual election of directors by the stockholders of the Corporation in 2021, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At each annual election of directors by the stockholders of the Corporation beginning in 2019, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding annual election of directors by the stockholders of the Corporation, or thereafter when their respective successors in each case are elected by the stockholders and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

	Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

	Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto and such directors so elected shall not be divided into classes pursuant to this Section (b) of Article 5 unless expressly provided by such terms.

	Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, a director may only be removed from office for cause.

1	The stricken through language represents existing language to be deleted, and language in brackets represents new language to be added. Multiple asterisks signify that text has been omitted, with no changes to the omitted text.

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APPENDIX A-2

PROPOSED AMENDMENT TO AMENDED AND RESTATED BY-LAWS - BOARD DECLASSIFICATION

If Proposal 4 is approved by stockholders at the 2021 Annual Meeting, the following amendments to Article 4 of the By-Laws will be approved.²

4. Directors

SECTION 1. Election, Number and Term of Office.

(a)	Manner of Election. Except as provided in Section 7 of this Article, each Director shall be elected by the vote of the majority of the votes cast with respect to the Director at any meeting of the stockholders called for the purpose of the election of Directors at which a quorum is present, provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission the number of nominees exceeds the number of Directors to be elected, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote in the election of Directors generally. For purposes of this paragraph, a majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes “withheld” with respect to that Director.

(b)	Number of Directors;Term of Office.The number of Directors of the Corporation which shall constitute the whole Board shall be fixed by resolution adopted by affirmative vote of a majority of the whole Board except that such number shall not be less than three (3) nor more than fifteen (15)~~the exact number to be seven (7) until~~ [unless] otherwise determined by resolution adopted by affirmative vote of a majority of the whole Board.~~As set forth in Article 5 of the Certificate of Incorporation~~ [Prior to the Corporation’s 2022 annual meeting of stockholders], the Board of Directors shall be divided into three classes: Class I, Class II and Class III. Membership in such classes shall be as nearly equal in number as possible. The term of office of the Class I directors shall expire at the annual election of directors by the stockholders of the Corporation in~~2019~~[2022], the term of office of the Class II directors shall expire at the annual election of directors by the stockholders of the Corporation in~~2020~~[2023], and the term of office of the Class III directors shall expire at the annual election of directors by the stockholders of the Corporation in~~2021~~[2024], subject, however, to prior death, resignation, retirement, disqualification or removal from office. At each annual election of directors by the stockholders of the Corporation~~beginning in 2019~~[until and including the 2021 annual meeting of stockholders], the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding annual election of directors by the stockholders of the Corporation, or thereafter when their respective successors in each case are elected by the stockholders and qualified. [Until immediately prior to the Corporation’s 2024 annual meeting of stockholders, if]If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

	[At the Corporation’s 2022 annual meeting of stockholders and thereafter, each director who is up for election shall be elected to serve for a term of one (1) year and shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office; provided, that any director elected or appointed prior to the Corporation’s 2022 annual meeting of stockholders shall complete the term to which such director has been elected or appointed. Commencing at the Corporation’s 2024 annual meeting of stockholders and thereafter, the directors shall not be divided into separate classes. Prior to the Corporation’s 2024 annual meeting of stockholders, the Board shall be deemed to be classified for purposes of Section 141 of the DGCL.]

* * * * *

2	The stricken through language represents existing language to be deleted, and language in brackets represents new language to be added. Multiple asterisks signify that text has been omitted, with no changes to the omitted text.

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SECTION 3. Removal of Directors.~~Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances~~[Until immediately prior to the Corporation’s 2024 annual meeting of stockholders], directors may only be removed for cause. [Commencing at the Corporation’s 2024 annual meeting of stockholders and thereafter, any director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the then-outstanding Voting Stock, voting as a single class.]

* * * * *

SECTION 7. Vacancies on Board. Vacancies on the Board of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director. [Until the completion of the 2023 annual meeting of stockholders (a) any]~~Any~~ Director elected to fill a vacancy resulting from an increase in the number of Directors shall hold office for a term that shall coincide with the remaining term of the class of Directors to which he [or she] is elected.[, and (b) any]ADirector elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of his [or her] predecessor. [Following the completion of the 2023 annual meeting of stockholders, any Director elected to fill a vacancy resulting from an increase in the number of Directors shall hold office until the next election of directors, and until his or her successor has been selected and qualified or until his or her earlier death, resignation or removal.] The Board of Directors shall not fill a Director vacancy or newly created Directorship with any candidate who has not agreed to tender, promptly following his or her appointment to the Board of Directors, the same form of resignation as is described under Section 4 of this Article 4 (Conditions for Nomination).

* * * * *

[SECTION 13. Rights of Preferred Stockholders. Notwithstanding anything to the contrary in this Article 4, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the Certificate of Incorporation applicable thereto.]

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APPENDIX B

PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ELIMINATION OF SUPERMAJORITY VOTING

If Proposal 5 is approved by stockholders at the 2021 Annual Meeting, the following amendments to Articles 8 and 9 of the Certificate of Incorporation will be approved.³

8. Certain Business Combinations

SECTION 1. Vote Required for Certain Business Combinations.

(a)	Higher Vote for Certain Business Combinations. Following the Trigger Date, in addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article 8:

	(i)	any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or
	(ii)	any merger, sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $20,000,000 or more; or
	(iii)	the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $20,000,000 or more; or
	(iv)	the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or
	(v)	any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder;
		shall require the affirmative vote of the holders of~~at least 80%~~a majority of the then-outstanding Voting Stock, voting together as a single class (it being understood that for purposes of this Article 8, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article 4 of this Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. * * * * *

SECTION 2. ~~When Higher Vote is Not Required~~[RESERVED].

The provisions of Section 1 of this Article 8 shall not be applicable to any particular Business Combination involving an Interested Stockholder, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if the Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

* * * * *

3	The stricken through language represents existing language to be deleted, and language in brackets represents new language to be added. Multiple asterisks signify that text has been omitted, with no changes to the omitted text.

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9. Amendment.

(a)

Notwithstanding anything contained in this Certificate of Incorporation to the contrary,paragraphs (b) and (i) of Article 5 hereof, this Article 9 (Amendment), Articles 6 (Section 203 of the Delaware Act), 7 (Certain Corporate Opportunities), 8 (Certain Business Combinations) and 10 (Exclusive Forum) hereof, andparagraph (b) of Section 1 of Article 3 (Special Meetings), [and] Section 5 of Article 3 (Business Brought Before a Meeting)~~and Sections 1 (Election, Number and Term of Office) and 2 (Nomination of Directors) of Article 4 (Directors)~~of the By-Laws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of~~at least 80%~~[a majority] of the then-outstanding Voting Stock, voting together as a single class.Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the then-outstanding Voting Stock, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this paragraph (a) of Article 9.

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PRELIMINARY COPY SUBJECT TO COMPLETION DATED MARCH 5, 2021

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PRELIMINARY COPY SUBJECT TO COMPLETION DATED MARCH 5, 2021

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 fee paid:

	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 whichthe offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formor Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

I.		GENERAL INFORMATION			5
SOLICITATION OF PROXIES			5
AGENDA ITEMS			5
~~SEPARATION OF LIVENT FROM FMC CORPORATION~~INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING			5
INFORMATION ABOUT VOTING			56

II.		THE PROPOSALS TO BE VOTED ON			78

PROPOSAL 1	ELECTION OF DIRECTORS		78

PROPOSAL 2	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		89
PROPOSAL 3	ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		10
PROPOSAL 4	AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS		11
PROPOSAL 5	AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS		12

III.		BOARD OF DIRECTORS			913
DIRECTOR QUALIFICATIONS			913
NOMINEES FOR DIRECTOR			913
CONTINUING DIRECTORS			1015

IV.		INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1217
MEETINGS			1217
COMMITTEES AND INDEPENDENCE OF DIRECTORS ~~AND CONTROLLED COMPANY EXCEPTION~~			1217
DIRECTOR COMPENSATION			1419
CORPORATE GOVERNANCE			16

V.	~~SECURITY OWNERSHIP OF LIVENT CORPORATION~~			21
~~MANAGEMENT OWNERSHIP~~				21
~~OTHER SECURITY OWNERSHIP~~				22

~~VI.~~V. SECURITY OWNERSHIP OF LIVENT CORPORATION		~~EXECUTIVE COMPENSATION~~			2327
~~SUMMARY COMPENSATION TABLE 2018~~			23
~~NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE~~				24
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE 2018~~MANAGEMENT OWNERSHIP				27
~~EXECUTIVE SEVERANCE AND CHANGE IN CONTROL RIGHTS~~OTHER SECURITY OWNERSHIP			28
~~RETIREMENT BENEFITS~~DELINQUENT SECTION 16(A) REPORTS			2928

~~VII.~~VI. EXECUTIVE COMPENSATION			~~OTHER MATTERS~~29
COMPENSATION DISCUSSION AND ANALYSIS			3129
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~EXECUTIVE COMPENSATION TABLES			3143
PAY RATIO DISCLOSURE			47
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			47

VII. OTHER MATTERS			52
NOTICE AND ACCESS			52
HOUSEHOLDING			3152
AUDIT COMMITTEE REPORT			3152
EXPENSES RELATING TO THIS PROXY SOLICITATION			3253

APPENDIX A-1 PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - BOARD DECLASSIFICATION			54

APPENDIX A-2 PROPOSED AMENDMENT TO AMENDED AND RESTATED BY-LAWS - BOARD DECLASSIFICATION			55

APPENDIX B PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ELIMINATION OF SUPERMAJORITY VOTING			57

1.	Elect ~~two~~three Class III directors to ~~serve as Class I directors for a three-year term to expire at the 2022 annual meeting of stockholders;~~
	terms expiring in 2024;
2.	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for ~~2019;~~2021;
3.	Conduct an Advisory (Non-Binding) vote on named executive officer compensation;
4.	Approve proposed amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated By-Laws (“By-Laws”) to declassify the board of directors;
5.	Approve a proposed amendment to the Company’s Certificate of Incorporation to eliminate supermajority voting requirements; and

3.6.	Conduct other business properly brought before the meeting.

■	The Class I directors are Michael F. Barry, ~~and~~ Steven T. Merkt and Pablo Marcet, and their terms will expire at the 2022 annual meeting of stockholders (the “2022 Annual ~~Meeting;~~
	Meeting”);
■	The Class II directors are Paul W. Graves, Andrea E. Utecht and ~~Andrea Utecht,~~Christina Lampe-Önnerud, and their terms will expire at the ~~2020~~2023 annual meeting of ~~stockholders (the “2020 Annual Meeting”);~~stockholders; and

■	The Class III directors are Pierre Brondeau, G. Peter D’Aloia, and Robert C. Pallash, and their terms will expire at the ~~2021 annual meeting of stockholders.~~Annual Meeting.

1.	Elect ~~two~~three Class III directors to ~~serve as Class I directors for a three-year term to expire at the 2022 annual meeting of stockholders.~~
	terms expiring in 2024.
2.	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2019.~~
	2021.
3.	Hold an advisory (non-binding) vote on named executive officer compensation.
4.	Approve proposed amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws to declassify the board of directors.
5.	Approve a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements.
6.	Consider and act upon any other business properly brought before the meeting.

■	You can vote by signing and returning the enclosed proxy card. If you do, the individuals named on the card will vote your shares in the way you indicate;
■	You can vote by ~~Internet;~~internet;
■	You can vote by telephone; or
■	You can cast your vote at the Annual Meeting.

■	Sending a written notice to the Corporate Secretary of Livent;

■	Delivering a properly executed, later-dated proxy; or

■	Attending the Annual Meeting and voting in person, provided that you comply with the conditions set forth in the section of this proxy statement above entitled “How to Vote”.; or
■	If your shares are held through an employee benefit plan, your revocation must be received by the trustee by April 27, 2021.

($000)		2018		2019		2020
Audit Fees⁽¹⁾	$	1,686	$	2,290	$	2,100
Audit Related Fees⁽²⁾	$	230		197		445
Tax Fees⁽³⁾		–		9		164
All Other Fees⁽⁴⁾		–		85		0
TOTAL	$	1,916	$	2,581	$	2,709

(1)	Fees for professional services performed by KPMG for the integrated audit of the Company’s annual consolidated and combined financial statements included in the Company’s Form 10-K filing and review of the financial statements included in the Company’s Form 10-Q filings. The amount also includes other services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements.

(2)	Fees for services performed by KPMG that are reasonably related to the performance of the audit or review of the Company’s financial statements. This includes employee benefit and compensation plan audits, as well as audit related services in connection with attestations by KPMG that are required by statute, regulation, or contractual requirements.

(3)	Fees for professional services performed by KPMG with respect to tax compliance, tax advice and tax planning.

(4)	Fees for other permissible work performed by KPMG that does not fall within the categories set forth above.

■	Review with management the Company’s earnings releases
■	Monitor the Company’s compliance with legal and regulatory requirements
■	Review the effectiveness and adequacy of the Company’s internal controls
■	Review federal income tax issues
■	Review the Company’s policies with respect to risk assessment, risk management, workplace discrimination and harassment
■	Review environmental matters
■	Review significant changes in accounting policies
■	Review potentially significant litigation
■	Select the independent registered public accounting firm and confirm its independence
■	Pre-approve audit and non-audit services provided by the independent registered public accounting firm
■	Review the effectiveness, scope and performance of activities of the independent registered public accounting firm and the internal auditor function

■	Assess stockholder Say on Pay advisory votes and recommend to the Board of Directors the frequency of future Say on Pay votes
■	Oversee evaluation of management performance and development

	■	~~Once~~Assist the ~~Company is no longer an “emerging growth company,” as defined~~Board of Directors in its oversight of the Company’s policies and strategies relating to human capital management, and reviewing human capital management disclosures in the ~~federal securities laws, review~~Company’s SEC filings
■	Review the Compensation Discussion and Analysis and based on such review, recommend to the Board of Directors that it be included in the annual proxy statement

	■	Prepare the Compensation Committee Report to be included in the Company’s annual proxy statement or Form 10-K, if required
■	Oversee engagement with stockholders and proxy advisory firms on executive compensation matters.

	■	~~Environmental~~Monitoring environmental responsibility and risk mitigation programs, including those relating to green house gases, water, waste, energy and biodiversity
■	Monitoring corporate social responsibility programs, including those relating to community, health and safety, human rights, responsible supply chain, and diversity, equity and inclusion
■	Reviewing sustainability disclosures, including the Company’s Annual Sustainability Report
■	Audits and assurance of sustainability data and data collection methodology, including through independent third party audits, studies, and sustainability rating bodies
■	Sustainability management systems

Name(a)	Fees Earned or Paid in Cash ($)(b)	Stock Awards⁽¹⁾ ($)(c)	All Other Compensation ($)(d)	Total ($)(e)
Pierre Brondeau	–	–	–	–
G. Peter D’Aloia⁽²⁾	22,356	47,344	–	69,700
Michel Barry	26,548	47,344	–	73,892
Steven Merkt	22,356	47,344	–	69,700
Robert C. Pallash⁽²⁾	23,753	47,344	–	71,097
Andrea E. Utecht	–	–	–	–

	Fees Earned or			All Other
	Paid in Cash		Stock Awards⁽¹⁾	Compensation	Total
Name(a)	($)(b)		($)(c)	($)(d)	($)(e)
Pierre F. Brondeau	97,505	⁽²⁾	90,003	0	187,508
G. Peter D’Aloia	92,505	⁽²⁾	90,003	0	182,508
Michael F. Barry	95,000		90,003	0	185,003
Pablo Marcet	68,750		90,003	0	158,753
Steven T. Merkt	88,333		90,003	0	178,337
Christina Lampe-Önnerud	73,333		90,003	0	163,337
Robert C. Pallash	85,005		90,003	0	175,008
Andrea E. Utecht	76,667		90,003	0	166,670

Name(a)	Fees Earned or Paid in Cash ($)(b)	Stock Awards ($)(c)	All Other Compensation ($)(d)	Total ($)(e)
G. Peter D’Aloia	113,333	130,040	15,044	258,417
Robert C. Pallash	105,000	130,040	20,575	255,615

	~~Beneficial Ownership~~Name
	Beneficial Ownership on March ~~11, 2019~~1, 2021
~~Name~~	Livent Common Stock		Percent of Class
Paul W. Graves⁽¹⁾	~~322,943~~	707,259		*
Gilberto Antoniazzi⁽¹⁾	~~34,760~~	70,133		*
~~Thomas Schneberger~~Sara Ponessa⁽¹⁾	~~6,912~~	3,233		*
Pierre Brondeau⁽²⁾	~~270,245~~	386,878		*
Michael F. Barry⁽²⁾	~~28,959~~	53,114		*
G. Peter D’Aloia⁽²⁾	~~149,417~~	141,678		*
Christina Lampe-Önnerud⁽²⁾		18,071		*
Pablo Marcet⁽²⁾		25,071		*
Steven T. Merkt⁽²⁾	~~3,459~~	27,614		*
Robert C. Pallash⁽²⁾	~~34,524~~	65,741		*
Andrea E. Utecht⁽²⁾	~~104,455~~	131,947		*
All current directors and executive officers as a group—1011 persons⁽¹⁾⁽²⁾	~~955,674~~	1,630,739		*


*	Less than one percent of class

(1)	~~Shares~~For the NEOs, shares “beneficially owned” include: (i) shares owned or controlled by the individual; (ii) shares held in the Livent Nonqualified Savings Plan, the Livent Qualified Savings Plan and the FMC Corporation Savings and Investment Plan for the account of the ~~individual;~~individual (97,815 for Mr. Graves, and 4,895 for Mr. Antoniazzi); and (iii) shares subject to options that are presently exercisable or will be exercisable within 60 days of March ~~11, 2019 (253,747~~1, 2021 (466,390 for Mr. Graves, ~~27,715~~55,381 for Mr. Antoniazzi, 0and 521,771 for ~~each of Mr. Schneberger and Ms. Ponessa, and 281,462 for~~ all current executive officers as a group).

(2)	~~Shares~~For the non-employee Directors, shares “beneficially owned” include: (i) shares owned or controlled by the individual; (ii) shares held in the FMC Corporation Savings and Investment Plan for the account of the ~~individual;~~individual (1,950 for Mr. Brondeau); and (iii) restricted stock units that are vested as of March ~~11, 2019~~1, 2021 or that will vest within 60 days thereafter ~~(2,959~~(27,114 for each of Messrs. Barry and Merkt, 038,388 for Mr. Brondeau, ~~26,642~~16,846 for Ms. Utecht, 47,243 for Mr. D’Aloia, ~~34,524~~18,071 for each of Ms. Lampe-Önnerud and Mr. Marcet, 34,176 for Mr. Pallash, ~~8,885 for Ms. Utecht,~~ and ~~75,969~~227,023 for all directors as a group). Directors have no power to vote or dispose of shares represented by restricted stock units until the shares are distributed and, until such distribution, directors have only an unsecured claim against the Company.

	Amount and Nature
	of Beneficial
Name and Address of Beneficial Owner	Ownership		Percent of Class
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355	13,716,862	⁽¹⁾	9.40%
Glenview Capital Management, LLC and Larry Robbins
767 Fifth Avenue, 44^thFloor
New York, NY 10153	11,844,047	⁽²⁾	8.11%
BlackRock, Inc.
55 East 52^ndStreet
New York, NY 10055	8,683,370	⁽³⁾	5.95%
Wellington Management Group LLP
280 Congress Street
Boston, MA 02210	7,538,334	⁽⁴⁾	5.16%

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
BlackRock, Inc.
55 East 52^ndStreet
New York, NY 10055		24,091,663	⁽¹⁾		16.5	%
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355		15,291,997	⁽²⁾		10.5	%
FMR LLC
245 Summer Street
Boston, MA 02210		14,143,450	⁽³⁾		9.6	%

(1)
~~(1)~~	~~Based on the number of shares of common stock of FMC Corporation reported as beneficially owned pursuant~~According to ~~a Schedule 13G/A filing dated February 11, 2019, multiplied by 0.935301, the distribution ratio in connection with the Distribution. According~~Amendment No. 2 to the Schedule 13G/A, as of December 31, 2018, The Vanguard Group, Inc. had sole voting power as to 158,905 of such shares, shared voting power as to 35,656 shares, sole dispositive power as to 14,471,758 shares and shared dispositive power as to 193,962 shares. This amount assumes that there has been no change in beneficial ownership of shares of common stock of FMC~~Corporation from December 31, 2018 through February 25, 2019, the record date of the Distribution.~~

~~(2)~~	~~Based on a Schedule~~ 13G ~~filing dated March 14, 2019.~~

~~(3)~~	Based on the number of shares of common stock of FMC Corporation reported as beneficially owned pursuant to a Schedule 13G/A filing dated February 4, 2019, multiplied by 0.935301, the distribution ratio in connectionfiled with the ~~Distribution. According to the Schedule 13G/A, as of December 31, 2018,~~SEC on January 25, 2021, BlackRock, Inc. had sole voting power as to ~~8,217,379~~23,459,214 of such shares and sole dispositive power as to all of the shares. This amount assumes that there has been no change in beneficial ownership of shares of common stock of FMC Corporation from December 31, 2018 through February 25, 2019, the record date of the Distribution.
(2)
~~(4)~~	~~Based on the number of shares of common stock of FMC Corporation reported as beneficially owned pursuant~~According to ~~a Schedule 13G filing dated February 12, 2019, multiplied by 0.935301, the distribution ratio in connection with the Distribution. According~~Amendment No. 2 to the Schedule 13G filed with the SEC on February 8, 2021, The Vanguard Group, Inc. had sole voting power as ~~of December 31, 2018, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP had~~to no such shares, shared voting power as to ~~4,812,689 of such~~147,715 shares, sole dispositive power as to 15,032,203 shares and shared dispositive power as to ~~all of~~259,794 shares.
(3)	According to Amendment No. 1 to the ~~shares, while Wellington Management Company LLP~~Schedule 13G filed with the SEC on February 11, 2021, FMR LLC had ~~shared~~sole voting power as to ~~4,390,850~~2,871,525 of such shares and ~~shared~~sole dispositive power as to 7,104,229 of such shares. This amount assumes that there has been no change in beneficial ownership of shares of common stock of FMC Corporation from December 31, 2018 through February 25, 2019, the record dateall of the ~~Distribution.~~shares.

Name and	Year	Salary	Bonus	Stock Awards⁽¹⁾⁽²⁾	Option Awards⁽¹⁾⁽³⁾	Non-Equity Incentive Plan Compensation⁽⁴⁾	All Other Compensation⁽⁵⁾	Total
Principal Position(a)	(b)	($)(c)	($)(d)	($)(e)	($)(f)	($)(g)	($)(i)	($)(j)
Paul Graves	2018	723,856	–	2,132,872	1,707,965	841,064	203,191	5,608,948
President and Chief Executive Officer	2017	697,138	–	681,964	291,135	1,338,535	196,893	3,205,665
Gilberto Antoniazzi	2018	285,417	–	500,061	488,169	199,321	17,152	1,490,120
Vice President and Chief Financial Officer	2017	260,000	160,000	39,016	39,040	166,103	12,381	676,540
Thomas Schneberger	2018	341,761	–	639,749	543,321	287,752	20,072	1,832,655
Vice President and Chief Growth Officer	2017	313,061	–	186,969	93,193	453,302	15,004	1,061,529

Paul W. Graves		President and Chief Executive Officer
~~(1)~~Gilberto Antoniazzi	The amounts in these columns reflect the grant date fair value of stock units and option awards with respect to shares of FMC and Livent common stock granted to our NEOs under the FMC Corporation Incentive Compensation and Stock Plan (“FMC Incentive Plan”) and the Livent Corporation Incentive Compensation and Stock Plan (“Livent Incentive Plan”), as applicable. In each case, the grant date fair value was computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the assumptions used in the valuations that appear in these columns, see Note 12 to the consolidated and combined financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, with respect to awards of Livent stock, and see Note 15 to the consolidated financial statements contained in FMC’s Annual Report on Form 10-K for the year ended December 31, 2018, with respect to awards of FMC stock.~~The awards in column (e) are comprised of FMC and Livent RSUs and FMC performance-based restricted stock units (“PRSUs”).~~
	Vice President, Chief Financial Officer and Treasurer
~~(2)~~Sara Ponessa	~~For 2018, the amounts listed in this column include:~~

	~~(i)~~	~~Livent restricted stock units (82,353 units for Mr. Graves, and 26,471 units for each of Messrs. Antoniazzi and Schneberger);~~

	~~(ii)~~	~~FMC restricted stock units (3,652 units for Mr. Graves, 968 units for Mr. Antoniazzi,~~Vice President, General Counsel and ~~1,101 units for Mr. Schneberger); and~~

	~~(iii)~~	FMC performance-based restricted stock unit grants (4,748 units for Mr. Graves and 1,080 units for Mr. Schneberger). Per SEC rules, the values of PRSUs are reported in this column based on their probable (target) outcomes at the grant date. However, the terms of the PRSUs permit additional shares to be earned based on above-target performance. In each case, the maximum numbers of shares that may be earned is equal to twice the target amount. The grant date value of the maximum number of shares that may be earned under the PRSUs was $843,150 for Mr. Graves, and $191,786 for Mr. Schneberger. As described in the section entitled “Equity Awards” below, Messrs. Graves and Schneberger earned shares with respect to 25% of the PRSU grant at the end of 2018 based on the Company’s actual performance that year. The remaining 75% of the PRSU grants were converted into RSUs denominated in Livent stock upon the Distribution. The number of PRSUs that were converted was determined by assuming that a target level of performance had been achieved for open or future performance periods. The as-converted awards ceased to be subject to performance-based vesting conditions.

~~(3)~~	~~For 2018, the amounts listed in this column include:~~

	~~(i)~~	~~Livent stock options (266,667 options for Mr. Graves, and 85,715 options for each of Messrs. Antoniazzi and Schneberger).~~

	~~(ii)~~	~~FMC stock options (11,983 options for Mr. Graves, 1,485 options for Mr. Antoniazzi, and 3,631 options for Mr. Schneberger).~~

~~(4)~~	~~The amounts listed in this column represent the Annual Incentive earned by the NEOs for 2018, as described in the section entitled “Annual Incentive Awards” below.~~

~~(5)~~	~~The amounts reported in this column for 2018 for our NEOs reflect the following:~~Secretary

	~~(a)~~Executive Summary	For Mr. Graves, includes: (i) employer matching contribution to the FMC Corporation Savings and Investment Plan ($11,000); (ii) employer matching contribution to the FMC Corporation Non-Qualified Savings and Investment Plan ($48,492); (iii) employer contributions to the FMC Corporation Qualified Savings and Investment Plan ($13,750), (iv) employer non-elective contributions to the FMC Corporation Non-Qualified Savings and Investment Plan ($60,122); and (v) dividends paid on unvested RSUs ($41,169). The amount in this column also includes the aggregate incremental cost of the following benefits provided to Mr. Graves during 2018: a golf club membership, financial planning, executive long-term disability insurance and reserved parking.Section I
	~~(b)~~Compensation Philosophy and Objectives	For Mr. Antoniazzi, includes: (i) employer matching contribution to the FMC Corporation Savings and Investment Plan ($14,617); and (ii) dividends paid on unvested RSUs ($1,767). The amount in this column also includes a cell phone stipend, and the aggregate incremental cost of reserved parking provided to Mr. Antoniazzi.Section II
	~~(c)~~Compensation Determination Process	~~For Mr. Schneberger, includes: (i) employer matching contribution to the FMC Corporation Savings~~Section III
Components of Our Compensation Program	Section IV
Additional Compensation Policies and ~~Investment Plan ($14,709); and (ii) dividends paid on unvested RSUs ($5,333). The amount in this column also includes the aggregate incremental cost of reserved parking provided to Mr. Schneberger.~~Practices	Section V

■	Link pay to performance over both the short and long terms;
■	Align executive officers’ interests with those of Livent and our shareholders over the long term, generally through the use of equity as a significant component;
■	Provide market compensation to attract, motivate and retain executive talent; and
■	Achieve all objectives in ways that incorporate due consideration of risk.

■	Growth in total volumes sold, on a lithium carbonate equivalent (“LCE”) basis, of approximately 30%;
■	Depressed market pricing for lithium hydroxide that was expected to continue through 2020, with the anticipated average realized price expected to be low-to-mid-teens percent lower than average realized pricing in 2019; and
■	Higher costs from using up to 5,000 tons of third-party lithium carbonate to sell such higher volumes of battery-grade lithium hydroxide compared to 2019.

What We Do
	Pay for Performance	The majority of total executive compensation opportunity (viewed on a multi-year basis in the first two years post IPO) is variable and at-risk.
	Independent Compensation Consultant	We have engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making.
	Clawback	All incentive compensation is subject to clawback if we are required to restate our financials due to material non-compliance with a financial reporting requirement. Equity awards may also be clawed back if a participant engages in serious misconduct, is terminated for cause, or competes with us.
	Stock Ownership Guidelines	We have adopted guidelines for executive officers to maintain meaningful levels of stock ownership.
	Cap Bonus Payouts and Equity Grants	Our annual incentive plan and equity awards have upper limits on the amounts of cash and equity that may be earned.
	Double Trigger Change-in-Control Severance	The Company has entered into agreements with NEOs that provide certain financial benefits if there is both a change in control and termination of employment (a “double trigger”). A change in control alone will not trigger severance pay, although it may trigger vesting of equity awards we granted upon the IPO.
What We Don’t Do
	No Repricing of Underwater Stock Options	Under our equity plan, we expressly prohibit repricing of stock options or exchanges of underwater stock options without shareholder approval.
	No Excessive Perks	We do not provide large perquisites to executive officers.
	No Excise Tax Gross-Ups	We do not provide excise tax gross-ups on change-in-control payments.
	No hedging or pledging of Company shares	We do not permit our executive officers and directors to pledge or hedge their shares.

Element	Description	Additional Detail
Base Salary	Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance and external market value.	Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team.
Short-Term Incentives: Annual Cash Incentive Opportunities	Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals. 70% of the award is based on corporate objectives and 30% is based on individual measures. For the corporate objectives, cash incentives are capped at a maximum of 200% of each NEO’s target opportunity. Performance against the corporate objectives must exceed a threshold level of performance in order to earn any credit toward a payout with respect to that goal.	Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve our annual goals; payout levels are generally determined based on actual financial results and non-financial objectives specific to each NEO.
Long-Term Incentives: Annual Equity-Based Compensation	Variable equity-based compensation Stock Options: Right to purchase shares at a price equal to thestock price on the grant date. RSUs: Restricted stock units that are time-based. In 2018, upon our IPO, we granted to the NEOs equity awards comprised of non-qualified stock options and RSUs, each representing fifty percent of the total award. The 2018 equity awards were intended to represent two years’ worth of annual equity awards. The NEOs did not receive an additional equity award in 2019 or 2020.	The 2018 equity awards ~~will~~ vest in two equal installments on the third and fourth anniversaries of the date of grant, subject ~~generally~~ to the NEO’s continued employment.

NEO	2020 Base Salary
Paul W. Graves	$	800,000
Gilberto Antoniazzi	$	375,000
Sara Ponessa	$	350,000

	2020 Threshold Level Opportunity	2020 Target Level Opportunity (as % of Applicable Base Salary)	2020 Maximum Level Opportunity (as % of Applicable Base Salary)
Paul W. Graves	0%	100%	200%
Gilberto Antoniazzi	0%	60%	120%
Sara Ponessa	0%	60%	120%

Name	FMC Adj. Earnings⁽¹⁾	Agricultural Solutions EBITDA⁽²⁾	Lithium EBITDA⁽³⁾
Mr. Graves	100%	–	–
Mr. Antoniazzi	20%	80%	–
Mr. Schneberger	50%	–	50%


~~(1)~~	FMC Adjusted Earnings is defined as net income (loss) attributable to FMC stockholders plus the sum of discontinued operations attributable to FMC Stockholders, net of income taxes and the after-tax effect of Corporate special charges (income) and Non-GAAP Tax adjustments. Adjusted Earnings amounts in the annual cash incentive plan might differ from the amounts reported in FMC’s financial statements because the amounts shown for these performance measures have been adjusted to exclude gains or losses attributable to (i) certain extraordinary and/or non-recurring events (such as business acquisitions or dispositions or business restructuring charges), and (ii) certain other items not reflective of operating performance (such as the impact of changes in accounting principles). In 2018, however, these adjustments did not materially affect the amount of any NEO’s Annual Incentive award.

~~(2)~~	FMC Agricultural Solutions Segment EBITDA (“Agricultural Solutions EBITDA”) is defined as Agricultural Solutions revenue less operating expenses (Agricultural Solutions operating expenses consist of costs of sales and services, selling, general and administrative expenses, research and development expenses), excluding depreciation and amortization. We have excluded the following items from Agricultural Solutions EBITDA: corporate staff expense, interest income and expense associated with corporate debt facilities and investments, income taxes, gains (or losses) on divestitures of businesses, restructuring and other charges (income), non-operating pension and postretirement charges, investment gains and losses, loss on extinguishment of debt, asset impairments, Last-in, First-out (“LIFO”) inventory adjustments, transaction-related charges, and other income and expense items.

~~(3)~~	FMC Lithium Segment EBITDA (“Lithium EBITDA”) is defined as Lithium revenue less operating expenses (Lithium operating expenses consist of costs of sales and services, selling, general and administrative expenses, research and development expenses), excluding depreciation and amortization. We have excluded the following items from Lithium EBITDA: corporate staff expense, interest income and expense associated with corporate debt facilities and investments, income taxes, gains (or losses) on divestitures of businesses, restructuring and other charges (income), non-operating pension and postretirement charges, investment gains and losses, loss on extinguishment of debt, asset impairments, LIFO inventory adjustments, transaction-related charges, and other income and expense items.

	Company Measures
	Threshold		Target		Maximum		Actual Results		Achievement as a
Performance Metric	($ in millions)		($ in millions)		($ in millions)		($ in millions)		% of Target
FMC Adj. Earnings	$	675	$	719	$	793	$	854.7		200%
Agricultural Solutions EBITDA	$	1,010	$	1,080	$	1,150	$	1,217.9		200%
Lithium EBITDA	$	170	$	190	$	210	$	198.2		141%
Payout Percentage (as a % of target)		0%		100%		200%