UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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LIVENT CORPORATION

(Name of Registrant as Specified In Its Charter)

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DEARSTOCKHOLDER

NOTICEOF ANNUAL MEETING OF STOCKHOLDERS

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 virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 29, 2020:2021:

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

By order of the Board of Directors,

SARA PONESSA

Vice President,

General Counsel and Secretary

March 19, 20202021

SOLICITATION OF PROXIES

The Board of Directors (“Board”) of Livent Corporation (the “Company”, “Livent” or “we”) is soliciting proxies for use at the Company’s 20202021 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned, the “Annual Meeting”). On or about March 19, 2020,2021, 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.

AGENDA ITEMS

The agenda for the Annual Meeting is to:

INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING

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 Annual Meeting to make participation accessible for stockholders from any geographic location with Internetinternet 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 their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/LTHM2020LTHM2021 and 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, 2020.2021. The meeting will begin promptly at 2:00 p.m. EDT on April 29, 2020.2021.

Whether or not you participate in the virtual meeting, it is important that your shares be part of the 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 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/LTHM2020.LTHM2021. We will post questions and answers, if applicable to our business, on our Investor Relations website shortly after the meeting.

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    5

INFORMATION ABOUT VOTING

WHO CAN VOTE

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 2, 2020.1, 2021. You will have one vote for each share of Common Stock. As of the record date, there were146,177,049146,606,239 shares of Common Stock outstanding.

HOW TO VOTE

You may vote in one of four ways:

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/LTHM2020,LTHM2021, where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

USE OF PROXIES

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 5, FOR a frequency of “one year” for Proposal 3, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

QUORUM REQUIREMENT

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.

VOTE REQUIRED FOR ACTION

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 Proposals 2 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.

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    6

ABSTENTIONS OR LACK OF INSTRUCTIONS TO BANKS OR BROKERS

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 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, the non-binding advisory vote regarding the preferred frequency of future advisory votes to approve 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 non-routine matters.

In the event of a broker non-vote in the election of directors or the non-binding advisory vote regarding the preferred frequency of future advisory votes to approve named executive officer compensation at the Annual Meeting, the broker non-vote will not have any effect on the outcome inasmuchin 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 byApril 27, 20202021 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.

REVOKING A PROXY

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

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    7

NOMINEES FOR DIRECTOR

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 then in office, although less than a quorum, or by a sole remaining director. 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. A 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 or her predecessor.

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

All of our Class IIIII directors have been nominated to serve as Class IIIII directors and have agreed to stand for election. If elected, the Class IIIII directors’ next term will expire at the 20232024 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 BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE ELECTION OF PAUL W. GRAVES, ANDREA E. UTECHTPIERRE BRONDEAU, G. PETER D’ALOIA, AND CHRISTINA LAMPE-ÖNNERUDROBERT C. PALLASH TO THE BOARD OF DIRECTORS AS CLASS IIIII DIRECTORS AS DESCRIBED ABOVE.

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    8

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 2020.2021.

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 years 20182019 and 2019,2020, KPMG’s fees, all of which were approved by the Audit Committee, are included in the table below.

PRE-APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES

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.

THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORRATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020.2021.

LIVENTCORPORATION  |  20202021PROXY STATEMENT    9

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 have the opportunity to indicate how frequently we should seek ancast 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 ourthe Company’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. Stockholders may vote for a frequency of every one, two or three calendar years, or may abstain.

Our Board will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, our Board of Directors may decide that it is in the best interests of our shareholders and the Company to hold the advisory vote to approve executive compensation more or less frequently. In the future, we will propose an advisory vote on the frequencyrules of the executive compensation advisory vote at least once every six calendar years.

After careful consideration, our Board believes thatSecurities and Exchange Commission (which disclosure includes the executive compensation advisory vote should be held annually,Compensation Discussion and therefore our Board recommends that you vote for a frequency of “one year” for future executive compensation advisory votes. The Board believes that an annual executive compensation advisory vote will facilitate more direct shareholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as seeking frequent input from our shareholders on corporate governanceAnalysis, the Summary Compensation Table and executive compensation matters.other related tabular and narrative disclosures set forth in this proxy statement).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORONE YEARAS THE PREFERRED FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.ABOVE RESOLUTION.

LIVENTCORPORATION  |  20202021PROXY STATEMENT    10

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 20202021 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 20232024 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 20202021 Annual Meeting would serve out their three-year terms, but directors elected by stockholders beginning at the 20212022 annual meeting of stockholders would be elected to one-year terms. Beginning at the 20232024 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 20232024 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 CorporationCompany 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 RECOMMENDS AVOTE FORTHE APPROVAL OF THE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS.

LIVENTCORPORATION  |  20202021PROXY STATEMENT    11

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 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.

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.

THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.

LIVENTCORPORATION  |  20202021PROXY STATEMENT    12

DIRECTOR QUALIFICATIONS

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.

BOARD DIVERSITY

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.

NOMINEES FOR DIRECTOR

CLASS IIIII DIRECTORS, NEW TERM EXPIRING IN 20232024

PAUL W. GRAVESPIERRE BRONDEAU

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    13

ANDREA E. UTECHTG. PETER D’ALOIA

ROBERT C. PALLASH

CHRISTINA LAMPE-ÖNNERUDLIVENT CORPORATION  |  2021PROXY STATEMENT14

CONTINUING DIRECTORS

CLASS I DIRECTORS,TERM EXPIRING IN 2022

MICHAEL F. BARRY

LIVENTCORPORATION  |  2020PROXY STATEMENT14

STEVEN T. MERKT

PABLO MARCET

LIVENT CORPORATION  |  2021PROXY STATEMENT15

CLASS IIIII DIRECTORS,TERM EXPIRING IN 20212023

PIERRE BRONDEAUPAUL W. GRAVES

LIVENTCORPORATION  |  2020PROXY STATEMENT15

G. PETER D’ALOIAANDREA E. UTECHT

CHRISTINA LAMPE-ÖNNERUD

ROBERT C. PALLASH

LIVENTCORPORATION  |  20202021 PROXY STATEMENT    16

MEETINGS

During 2019,2020, the Board of Directors held fiveone regular meetingsmeeting and nofive telephonic meetings. All incumbent directors attended all of the meetings of the Board and all Committees on which they served.

COMMITTEES AND INDEPENDENCE OF DIRECTORS

The Board of Directors has five standing Committees: an Audit Committee, a Compensation and Organization Committee, a Nominating and Corporate Governance Committee, an Executive Committee and a Sustainability Committee. TheCommittee.The Audit Committee, the Compensation and Organization Committee, and the Nominating and Corporate Governance Committee are entirely composed of independent directors as determined by the 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.

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 Livent will help to ensure a stable and orderly succession of the leadership of the Company and 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 business matters, and his ability to engage as needed with key stakeholders.

AUDIT COMMITTEE

The Board of Directors has adopted a written charter that outlines the duties of the Audit 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 principal duties of this Committee, among other things, include:

LIVENT CORPORATION  |  2021PROXY STATEMENT17

MembersMembers: : Mr. Barry (Chair), Mr. D’Aloia, Mr. Merkt and 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, that Messrs. Barry, D’Aloia, and Merkt meet the SEC requirements for an “audit committee financial expert,” and that Ms. Lampe-Önnerud is “financially literate” as required by the NYSE. TheNYSE.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 2019: eight (four2020: seven (one in person; foursix by teleconference).

LIVENTCORPORATION  |  2020PROXY STATEMENT17

COMPENSATION AND ORGANIZATION COMMITTEE

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”.

The principal duties of this Committee include, among other things:

MembersMembers: : Mr. D’Aloia (Chair), Mr. Barry and Mr. Marcet. The Board of Directors has determined that each member of the Compensation and Organization Committee is independent as defined by NYSE rules. Mr. Brondeau, who previously served as Chair of the Compensation and Organization Committee, resigned from the Compensation and Organization Committee on March 1, 2020.

Number of Meetings in 2019: four.2020: six (one in person; five by teleconference).

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

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:

LIVENT CORPORATION  |  2021PROXY STATEMENT18

MembersMembers: : Mr. Merkt (Chair), Ms. Lampe-Önnerud and Mr. Pallash. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by NYSE rules. Ms. Utecht, who previously served as Chair of the Nominating and Corporate Governance Committee, resigned from the Nominating and Corporate Governance Committee on March 1, 2020.

Number of Meetings in 2019: three.2020: three (one in person, two by teleconference).

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EXECUTIVE COMMITTEE

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

Members:

Members: Mr. Brondeau (Chair), Mr. D’Aloia, and Mr. Graves.

Number of Meetings in 2019:2020: none.

SUSTAINABILITY COMMITTEE

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:

Members:Mr. Pallash (Chair), Mr. Brondeau, Mr. Marcet and Ms. Utecht.

Number of Meetings in 2019: three.2020: three (all by teleconference).

DIRECTOR WHO PRESIDES OVER EXECUTIVE SESSIONS

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 director only” sessions 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 are led by the Lead Director.

DIRECTOR COMPENSATION

COMPENSATION POLICY

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, receives no additional compensation for his service as a director. For a description of the compensation paid to Mr. Graves for his service during 20192020 as our CEO, see below under the heading “Executive Compensation”.

In addition, before March 1, 2019, the date on which FMC distributed to FMC stockholders all 123 million shares of Livent common stock that FMC then owned (the “Distribution”), Mr. Brondeau and Ms. Utecht received no additional compensation for their services as our directors because they were then employees of FMC. For a description of the compensation paid to Mr. Brondeau and Ms. Utecht with respect to their service during 2019 as FMC executives, see the proxy statement filed by FMC with the SEC on or about March 13, 2020, which is available at www.fmc.com. After the Distribution, when FMC ceased to be our affiliate, Ms. Brondeau and Ms. Utecht became entitled to be compensated as non-employee directors pursuant to our Director Compensation Policy, as reflected in the Director Compensation Table below.

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RETAINER AND FEES

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 four installments in cash, unless the director elects to receive all or part of it in restricted stock units (“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 in four installments.

ANNUAL GRANT OF RESTRICTED STOCK UNITS

Each non-employee director also 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. 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.

PAYMENT OF VESTED RESTRICTED STOCK UNITS

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.

OTHER COMPENSATION

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. Thestockholders.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.

DIRECTOR STOCK OWNERSHIP POLICY

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 five 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 phase-in period, on December 31 of each year.

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DIRECTOR COMPENSATION TABLE 20192020

The table below shows the total compensation paid to each non-employee director who served on the Board during 2019. Christina Lampe-Önnerud and Pablo Marcet are not included in the table below as they were not appointed to the Board until February 1, 2020.

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CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

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.

BOARD’S ROLE IN OVERSEEING THE RISK MANAGEMENT PROCESS

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.

COMMUNICATING WITH THE BOARD

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.

DIRECTOR NOMINATION PROCESS

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 20212022 Annual Meeting must be delivered to the Company at the address set forth below, not later than January 29, 2021.31, 2022. All nominations, together with the additional information required by the Company’s By-Laws, must be sent to the Corporate Secretary, 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.

ANNUAL PERFORMANCE REVIEW

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

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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 witheach 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.

RETIREMENT/RESIGNATION POLICY FOR DIRECTORS

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 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 the required number of votes for his or her reelection and (ii) the Board accepts such resignation.

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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. This process was followed when Ms. Utecht announced her retirement as an officer of FMC effective March 31, 2019. Ms. Utecht submitted her resignation, which was reviewed by the Nominating and Corporate Governance Committee. After the recusal of Ms. Utecht from the Nominating and Corporate Governance Committee, the remaining members of the Nominating and Corporate Governance Committee approved that a recommendation be made to the Board to reject Ms. Utecht’s resignation. The Board rejected Ms. Utecht’s resignation, and requested and approved that she remain on the Board.

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.

ATTENDANCE AT ANNUAL MEETINGS

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

STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING

Stockholders may make proposals to be considered at All incumbent directors attended the 2021 Annual Meeting. In order to make a proposal for consideration at the 20212020 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 2021 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 2021 Annual Meeting.

In addition to being able to present proposals for consideration at the 2021 Annual Meeting, stockholders may also be able to have their proposals included in the Company’s proxy statement and form of proxy for the 2021 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 28, 2020, 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.via live webcast.

CORPORATE GOVERNANCE DOCUMENTS

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:

BOARD LEADERSHIP STRUCTURE

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.

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BOARD’S ROLE IN OVERSEEING THE RISK MANAGEMENT PROCESS

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.

CODE OF ETHICS AND BUSINESS CONDUCT POLICY

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.

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COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the last fiscal year, Messrs. Brondeau, MerktD’Aloia, Barry and PallashMarcet served as members of the Compensation Committee. Each of Messrs. MerktD’Aloia, Barry and PallashMarcet 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 currently serves as the Chief Executive Officer and ChairmanHUMAN CAPITAL MANAGEMENT

The Board strongly believes that much of the Boardfuture success of DirectorsLivent depends on the caliber of FMC. Mr. Brondeau intends to retire as Chief Executive Officerits talent and the full engagement and inclusion of FMC effective June 1, 2020. For a description of our agreements with FMC, see below underits employees in the heading “Related Party Transactions Policy—Agreements with FMC.” Mr. Brondeau resigned from ourworkplace. Additionally, the Compensation and Organization Committee effective March 1, 2020,oversees a broad range of human capital management topics, including skills, diversity and G. Peter D’Aloia replaced himinclusion, 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.

SUSTAINABILITY

Livent continues its sustainability journey, building upon its heritage as Chairmana 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 the CompensationCompany’s strategy and Organization Committee.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.

RELATED PARTY TRANSACTIONS POLICY

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” 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.

The Policy provides a different standard for the 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 the director does not otherwise have a material interest in the 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

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a material interest in the transaction), the transaction will be reviewed by the Nominating and Corporate Governance

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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.

AGREEMENTS WITH FMC

We became a public company upon completion of the IPO. On March 1, 2019, we became an independent company as a result of FMC’s Distributiondistribution to FMC stockholders of all 123 million shares of Livent common stock that FMC owned.owned as a pro rata dividend on shares of FMC common stock outstanding at the close of business on February 25, 2019 (the “Distribution”).

In connection with the IPO, we entered into certain agreements with FMC to provide a framework for the Company’s relationship with FMC following the IPO. OfSome 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 withfor 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.

SEPARATION AND DISTRIBUTION AGREEMENT

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.

TRANSITION SERVICES AGREEMENT

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 providesprovided certain support services to us. Services arewere provided on a cost-plus basis. During the fiscal year ended Decemberbasis.The transition services agreement expired on October 31, 2018, we paid approximately $2.3 million to FMC, and2019. However, during the fiscal year ended December 31, 2019,2020, we paid approximately $4.9$5.0 million to FMC.FMC in settlement of amounts owed under that agreement.

SHAREHOLDERS’ 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.

TAX MATTERS AGREEMENT

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

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or before December 31, 2017. For the year ended December 31, 2019,2020, we are not expecting totalany U.S. federal and state tax liabilities of $1.6 million, of which a portion will be paid to FMC as a reimbursement because our activity for the two month period ending February 28, 2019 is being included on FMC’s consolidated tax returns.liabilities. In addition, at December 31, 2019,2020 we had recorded a $1.5$0.4 million indemnification liability to FMC for assets where the offsetting uncertain tax position is with FMC and a $1.1$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.

REGISTRATION RIGHTS AGREEMENT

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.

EMPLOYEE MATTERS AGREEMENT

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 caseof 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.

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TRADEMARK LICENSE AGREEMENT

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.

SUBLEASE AGREEMENTS

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 $880,000$2.1 million during the fiscal year ended December 31, 2019.2020.

We entered into a Sublease Agreement with FMC, pursuant to which FMC subleased office space from us at our Ewing, New Jersey location. Under thisThis sublease agreement expired in 2020. FMC paid us rent of approximately $250,000$208,000 during the fiscal year ended December 31, 2019.2020.

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 $200,000$235,000 during the fiscal year ended December 31, 2019.2020. 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 $80,000$34,000 during the fiscal year ended December 31, 2019.2020. This Sublease Agreement was terminated on June 30, 2020.

STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING

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.

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MANAGEMENT OWNERSHIP

The following table shows, as of the record date, March 2, 2020,1, 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.

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OTHER SECURITY OWNERSHIP

Based on available information, the persons listed in the table below beneficially ownowned more than five percent of the Company’s outstanding shares of Common Stock as of March 2, 2020 , except as otherwise provided below :the dates set forth in the footnotes to the table:

DELINQUENT SECTION 16(a) REPORTS

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.

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COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 20192020 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 named executive officers (“NEOs”), who were the sole executive officers of the Company in 2019:2020:

2019 was a transition year for us structurally and operationally. COMPANY BACKGROUND

In October 2018, Livent successfully began its separation from FMC, our former parent company, with our IPO of 20 million shares of Livent common stock to the public (the “IPO”).an IPO. On March 1, 2019, we completed our separation from FMC with FMC’s distribution of 123 million shares of Livent common stock as a pro rata dividend on shares of FMC common stock outstanding at the close of business on February 25, 2019, which we refer to as the Distribution. When the Compensation Committee designed our initial executive compensation program in 2018, it contemplated the impending IPO and Distribution. Thus, inIn 2019 and 2020, the Compensation Committee did not make changes to the original compensation program developed in 2018. The core components of compensation provided to the executives was presented in their Compensation Letters, as described below in this CD&A. The objectives of the Compensation Committee in designing our executive compensation program wereare to retainhave a simple yet competitive program that supportedsupports Livent’s business strategy, reflectedreflects Livent’s pay for performance approach, and alignedaligns with the long-term interests of our stockholders.

SAY ON PAY AND SAY ON FREQUENCY

As of December 31, 2019, we ceased to be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Therefore, we are required to present this CD&A in our Proxy Statement.2012. We are nottherefore now required however, to hold our first non-binding advisory stockholder vote on our executive compensation program (known as “say“Say on pay”Pay”) untilduring our 2021 Annual Meeting of Stockholders. We are required to holdheld our first non-binding advisory stockholder vote on the frequency of the “say“Say on pay”Pay” vote at the 2020 Annual Meeting, which we have presented in this Proxy StatementMeeting. At that meeting, the vast majority of our stockholders voted to support conducting our non-binding Say on page 10.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.

QUICK CD&A REFERENCE GUIDE

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OVERVIEW

The primary objectives of our executive compensation program are to:

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.

As described above, we became a fully independent company when FMC completed the Distribution on March 1, 2019. 20192020 SELECT BUSINESS RESULTS

2020 was a challenging year for Livent. GlobalLivent 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.

2019 SELECT BUSINESS RESULTS

Key financial and operating results in 20192020 include the following:

Revenue

Gross Margin

Net (loss)/Income

Adjusted EBITDA

EBITDA is defined as net incomeincome/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), non-operating pension expense/(benefit) and settlement charges, separation-related costs, COVID-19 related costs, loss on debt extinguishment, and other losses/(gains).

For a reconciliation of Adjusted EBITDA to net income calculated and presented in accordance withthe nearest GAAP reference is made tomeasure, see the section captioned “Results of Operations — Years Ended December 31, 20192020 and 2018”2019” in our Annual Report on Form 10-K for the year ended December 31, 2020.

COVID-19 EFFECT ON BUSINESS; RESPONSES TO THE PANDEMIC

In December 2019, filed withan outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and was declared a pandemic by the SECWorld 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 February 28,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

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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 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 government policies and regulations. These Response Teams are helping to shape the Company’s policies in response to the COVID-19 pandemic.

The Company is also working diligently to protect the health and well-being of 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.

NOTABLE ASPECTS OF OUR 20192020 EXECUTIVE COMPENSATION PROGAMPROGRAM

BASE SALARIES

The Committee set the NEOs’ initial base salaries of the NEOssalary rates in connection with our IPO in 2018, and these base salary rates were not increased in 2019 afteror 2020.

ANNUAL CASH INCENTIVE PLAN

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 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 them in connectionthe target for both measures at levels it believed to be challenging and rigorous.

In developing our 2020 annual operating budget and the corresponding incentive plan performance metric targets, which were aligned with our IPO.2020 guidance and outlook as communicated to investors in February 2020, the Compensation 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 lithium industry as a whole, as global supply chains were disrupted as a result of COVID-19. Results were affected by costs from higher third-party carbonate usage and 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 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.

2019 For the individual component, which represented 30% of the total opportunity, the targets, achievement, and payouts of the NEOs employed at the end of the 2020 fiscal year varied, but were generally earned between 110% and 120% of target.

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LONG-TERM INCENTIVES

There were no long-term incentive grants to the NEOs in 2019.2020. In connection with our IPO in 2018, our CEO and the other NEOs received RSUs and stock options, which were intended to represent two years’ worth of annual equity grants (i.e. 2019grants.

Long-term incentive equity awards are prospective in nature and 2020). Therefore, in 2020, there will again be no annualintended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee intends to structure the long-term incentive grantsopportunity to motivate executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

POSITIONING FOR 2021 PROGRAM

As the NEOs. We anticipate that, duringCompany 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 company of Livent’s stage of development and size. In the second half of 2020, the Compensation Committee, will develop and finalizewith the componentsassistance of theits independent compensation consultant, developed a peer group of comparable companies to use as a reference point in determining executive officer compensation program, including long-term incentive equity, the vehicles, and the allocations to each component,in connection with decisions for use in 2021.

2019 ANNUAL CASH INCENTIVE PLAN

Our annual cash incentive plan is comprised of Company and individual performance metrics, as described in further detail below. There were no payouts to the NEOs with respect to the Company component under our 2019 annual cash incentive plan, because we did not exceed the threshold level of Company performance, but the NEOs earned bonuses based upon their individual performance during 2019.

For the Company component, Adjusted EBITDA, which represented 70% of the total opportunity, the Compensation Committee set the target at a level it believed to be challenging and rigorous. The target represented an increase of 3% over the prior year, with the threshold level set at 90% of target and the maximum level set at 110% of target. The Compensation Committee used this measure in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. This Adjusted EBITDA target proved to be more challenging than expected, due to the severe and sudden market deterioration .

For the individual component, which represented 30% of the total opportunity, the targets, achievement, and payouts of the NEOs employed at the end of the 2019 fiscal year varied, but were generally earned between 150-160% of target.

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COMPENSATION PHILOSOPHY

The core components of our executive compensation philosophy are as follows:

Pay-for-performance:Our program is designed to motivate our executive officers to achieve goals by closely linking their performance and the Company’s performance to the compensation they receive. As such, we intend for a significant portion of the total compensation of our executive officers to 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 measurable quantitative and qualitative objectives that, in combination, are designed to improve our results and returns to shareholders. Given that our strategy is focused on supplying high performance lithium compounds to the growing electric vehicle battery market, while continuing to maintain our position as a leading global producer of butyllithium and high purity metal, our program utilizes Adjusted EBITDA as a performance metric that is consistent with our strategic goals and is indicative of operating profitability.

Alignment of executive officers’ interests with those of the Company and its shareholders:A significant portion of 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 price performance and 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, in connection withwe sized our initial IPO in 2018,grants to cover two years of equity-based compensation for our CEO and other NEOs received RSUs and stock options, which were intended to represent two years’ worth ofNEOs. We did not make additional annual equity grants vesting in 2021 and 2022. The Compensation Committee adhered to its approachour NEOs in 2019 and, as such, did not grant any new long-term incentives.or 2020.

Provide market competitive pay to attract and 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 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 mix of equity vehicles with longer term vesting; and (iv) requiring clawback of compensation payments under certain plans or 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.

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COMPENSATION PROGRAM GOVERNANCE

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:

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 determined that ourhave engaged an independent compensation consultant is independent under the rules of both the SECto provide information and the NYSE.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.

ROLE OF THE COMMITTEE

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 opportunity recommendations for the review and approval of the full Board of Directors.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.

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ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

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.

EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION

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 during 2019.in advance of decisions about 2020. As the Company continueshas continued to progress from its IPO in October 2018 and separation from FMC in 2019, the Compensation Committee expects that at the appropriate time, with the assistance of its independent compensation consultant, it will develophas developed a peer group of comparable companies to use as a reference point in determining executive officer compensation.

20192020 COMPONENTS IN GENERAL

The Compensation Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives. Theobjectives.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 2019.2019 or 2020. In connection with our IPO in 2018, our CEO and other NEOs received RSUs and stock options, which were intended to represent two years’ worth of annual equity grants, vesting in 2021 and 2022. The

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, adheredwith the assistance of its independent compensation consultant, developed a peer group of comparable companies to its approachuse as a reference point in 2019determining executive officer compensation.

Long-term incentive equity awards are prospective in nature and as such, did not grant any newintended to tie a substantial portion of an executive’s pay to creating long-term incentives. Moreover, in 2020, there will be nostockholder value. The Committee intends to structure the long-term incentive grantsopportunity to the NEOs, consistent with the approach adopted upon our IPO. The Compensation Committee anticipates that, during 2020, it will determine itsmotivate executive officers to achieve multiyear strategic goals and deliver sustained long-term incentive equity approach, the vehiclesvalue to be used,stockholders, and the allocations to each component,reward them for use in 2021.doing so.

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BASE SALARY

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.

The NEOs are parties to compensation letters dated July 24, 2018, which outline the terms of their compensation effective as of our IPO in October 2018 (the “Compensation Letters”). In 2019,2020, the Compensation Committee did not make any changes to the base salaries of the NEOs from the levels set in 2018.upon the IPO.

ADJUSTMENTS TO BASE SALARY

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.

ANNUAL INCENTIVE PLAN

The annual cash incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual 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, the amount of the payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: Company Measure and Individual Measures.

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COMPANY MEASURETARGET OPPORTUNITIES

The Compensation Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to general industry surveys. The target incentive percentages for each NEO remain unchanged since 2018.

COMPANY MEASURES

The amount of the payout, if any, under the Company MeasureMeasures component of the Annual Incentive Plan is made up of one Company-wide metric,based on our achievement against two financial metrics, Adjusted EBITDA in order to focus executive officers on a metric that the Committee believes is a key indicator of operating profitability.and Adjusted Free Cash Flow. The Company Measure representsMeasures represent 70% of the annual cash incentive opportunity, underscoring the emphasis on Company performance.

The Compensation Committee continued to use Adjusted EBITDA (35%) in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability, and added Adjusted Free Cash Flow (35%) in 2020 to focus management on 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 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), non-operating pension expense/(benefit) and settlement charges, and separation-related costs, COVID-19 related costs, loss on debt extinguishment, and other losses/(gains).

This performance measure was selected because it focuses management on a metric thatAdjusted Free Cash Flow is indicative of our most critical strategic priority ofdefined 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 profitability,activities, adjusted for restructuring and that gives a clear line of sight into how achieving operating goals drives performanceother charges, separation-related spending, COVID-19 related costs, and generates rewards. We believe that this non-GAAP measure is useful as an incentive compensation performance metric because it excludes various items that do not relate to or are not indicative of operating performance.other losses/gains.

The Non-GAAP measuremeasures 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 the reconciliation of this non-GAAP financial measureAdjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP, reference is made to the section captioned “Results of Operations” in the Company’s Annual Report on Form 10-Kfor the year ended December 31, 2019, filed with the SEC on February 28, 2020.

TARGET, THRESHOLD AND MAXIMUM PERFORMANCE LEVELS

The Compensation Committee set the targettargets for Adjusted EBITDA and Adjusted Free Cash Flow at a levellevels 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 20192020 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

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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 20192020 target for Adjusted EBITDA at $195$68 million, which represented a 3% increase overand the 2018 Lithium EBITDA2020 target under the FMC Corporation annual incentive plan.for Adjusted Free Cash Flow at $(214) million.

The Compensation Committee also set the threshold and maximum performance levels for Adjusted EBITDA.EBITDA and Adjusted Free Cash Flow. For 2019,2020, the Compensation Committee set the threshold at what it believed to be a high level at a relatively highof performance level that equatesequating to approximately 90%82% of the target.target for Adjusted EBITDA and approximately 86% of the target for Adjusted Free Cash Flow. The Compensation Committee set the maximum level at aof performance level that equatesequating to approximately 110%132% of target which presentsfor 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 requiring exceptionally strong performance.challenge.

PAYOUT LEVELS

DependingPayout levels represent the amount to be paid to NEOs based on the level of actual performance relative to target Adjusted EBITDA,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 establishedset the amounts to be paid to NEOspayout at 0% for various levels of achievement. If achievement of Adjusted EBITDA was below the threshold level of performance, the Committee set the payout at 0%.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 for achieving Adjusted EBITDA ranges from 100% of the target opportunity to 200% of the target opportunity, also with the payout increasing in a straight-line manner. Achievement above the maximum level on either metric is capped at the maximum payout of 200% of target.

2020 ACHIEVEMENTS FOR COMPANY MEASURES

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.

INDIVIDUAL MEASURES

The Compensation Committee also established Individual Measures under the annual incentive plan, which represent 30% of the annual incentive target opportunity. The Individual Measures for each of Mr. Graves, Mr. Antoniazzi and Ms. Ponessa were set in 20192020 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’ 20192020 Individual Measures and performance with respect thereto are set forth below:

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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.

No Individual Measures were established for Mr. Schneberger for 2019 because his employment with Livent ended on May 31, 2019.

TARGET OPPORTUNITIES

The Compensation Committee determines a target cash incentive opportunity by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to general industry surveys. The target incentive percentages for each NEO, which are set forth in the Compensation Letters, remained unchanged from 2018.

PAYOUT DETERMINATION

Ultimately,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, and then translates those performance levels to payout levels based on the payout curve described above.levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 20192020 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 and approval.review.

TOTAL 2019 PAYOUTThe total payout under our Annual Incentive Plan for each NEO for 2020 is reflected in the table below.

For 2019, there were no payouts to the NEOs relating to the Company Measure component of the annual incentive plan because 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 . For the Individual Measures component, the Committee determined that Mr. Graves earned 150%, Mr. Antoniazzi earned 160% and Ms. Ponessa earned 150% of their individual target despite challenging market conditions, based on the performance assessments described below .

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As a result, Individual Measures payouts for all the NEOs were earned as set forth below .

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:

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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, $0.9 million for Mr. Schneberger, and $0.56$0.6 million for Ms. Ponessa. The treatment of Mr. Schneberger’s IPO Awards following his departure from Livent are described in “Thomas Schneberger’s Departure” beginning on page 48. 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.

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 and will not grant any such incentives to the NEOs inor 2020.

During 2020,PROSPECTIVE 2021 LONG-TERM INCENTIVES

As the CompensationCompany has continued to evolve and mature following its IPO in 2018, the Committee anticipates that it will develop and finalize the components ofhas correspondingly sought to evolve the executive compensation program includingas 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 equity, the vehicles,opportunity to motivate executive officers to achieve multiyear strategic goals and the allocationsdeliver sustained long-term value to each component,stockholders, and to reward them for use in 2021.doing so.

TREATMENT OFCONVERTED FMC AWARDS UPON DISTRIBUTION

Prior to our IPO, each of the NEOs historically received equity grants from FMC. All of the NEOs received FMC stock options and RSUs, and Messrs. Graves and Schneberger also received grants of performance-based restricted stock awards (“PRSUs”). These FMC RSUs and stock options typically cliff-vested on the third anniversary of the date of grant, subject to the grantee’s continued employment. FMC PRSUs were subject to both performance and time-based vesting conditions over a three-year period. When the performance measure had been met for a particular calendar year during the three-year period of the award, a portion of the units was “banked,” but was not considered “earned” and shares would generally not be delivered unless and until the executive remained in service for the three-year performance period. Holders of FMC RSUs and any banked PRSUs were generally also entitled to cash or additional units, respectively, when dividends were paid to FMC stockholders while the grants remained outstanding.

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 awards. The number of Company shares subjectequity. As-converted, these awards are reflected, to each converted FMC RSU, FMC banked PRSU and FMC stock option award (andthe extent applicable, 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 beforeOutstanding Equity Awards at Fiscal Year-End Table 2020 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 remained subject to the same termsOption Exercises and conditions (including vesting and payment schedules) as were applicable immediately prior to the conversion.Stock Vested Table 2020 that follow.

In addition, as a result of the Distribution, on March 1, 2019, 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 remained subject to time-based vesting conditions.LIVENT CORPORATION  |  2021PROXY STATEMENT39

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. Because Mr. Schneberger ’s employment terminated before the end of the year, he did not receive the core contribution for 2019.

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PENSION BENEFITS

Livent does not maintain a qualified or non-qualified defined benefit pension plan. However, prior to our separation from FMC, Mr. Antoniazzi and Mr. Schneberger each 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”). Messrs.Mr. Antoniazzi and Schneberger 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. Mr. Schneberger would have been eligible for shortfall contributions beginning in 2027 and continuing through 2034, but as a result of his departure, will not receive such contributions.

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.

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 reserved and regularGC, parking for our CEO and CFO, and, in the case of the CEO, a golf 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.

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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.

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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.

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.

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 20192020

The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by Livent in respect of our fiscal yearyears ended December 31, 2020 and December 31, 2019, and by FMC and Livent in respect of our fiscal year ended December 31, 2018 and by FMC in respect of our fiscal year ended December 31, 2017.2018.

The NEOs commenced their service as executive officers of Livent in May of 2018. Prior to that time, each NEO was employed by FMC. As a result ofIn connection with the impending IPO, the NEOs each became a party to separate compensation letters dated July 24, 2018, which outlined the terms of their compensation effective as of the IPO (the “Compensation Letters”). The Compensation Letters provided for anexecutives’ annual base salary ofsalaries were set at $800,000 for Mr. Graves, $375,000 for Mr. Antoniazzi, and $350,000

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for Ms. Ponessa and $375,000 for Mr. Schneberger. The Compensation Letters also set forthPonessa. In addition, the NEOs’ target bonus amounts under Livent’s annual incentive plan, which arewere set at 100% of base salary for Mr. Graves and 60% of base salary for each of Mr. Antoniazzi and Ms. Ponessa and Mr. Schneberger. Pursuant to the Compensation Letters, the NEOsPonessa. Target long-term incentive equity values were also eligible to participate in Livent’s long-term incentive plan, with a target annual equity award valued on the date of grantset at $1,400,000 for Mr. Graves, $450,000 for Mr. Antoniazzi, and $280,000 for Ms. Ponessa and $450,000 for Mr. Schneberger. The annual equity award was comprised of non-qualified stock options and RSUs, each representing fifty percent ofPonessa. Upon the target award. As described in the Compensation Letters,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. As a result, theThe NEOs did not receive any increase to base salary for 2019 or 2020, nor did they receive an additional annual equity award in 2019.2019 or 2020. In addition, Messrs. Graves Antoniazzi and SchnebergerAntoniazzi each executed a separatean 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. In connection with his departure from Livent in May 2019, Mr. Schneberger received certain severance payments as described in the section entitled “Thomas Schneberger’s Departure” below.

The Summary Compensation Table lists compensation as defined by the rules of the SEC, 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 and an additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as anyear. Livent had no other executive officer at the end of the fiscal year. The base salary, Annual Incentives, and IPO Awards, paid or awarded to these officers were determined by the Compensation Committee, as also described in the CD&A.during 2020. The material terms of the Annual Incentive and IPO Awardspay elements included in the Summary Compensation Table are also described under “Compensation Program Components”above in the CD&A.

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GRANTS OF PLAN-BASED AWARDS TABLE 20192020

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 2019.2020.

GRANTS OF PLAN-BASED AWARDS