Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )
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ALBEMARLE CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Albemarle Corporation 2020 Annual Meeting of Shareholders (the “Annual Meeting”) will be held at* Albemarle Corporation, 4250 Congress Street, Charlotte, North Carolina 28209, on Tuesday, May 5, 2020, at 7:00 a.m., Eastern Time, for the following purposes:
1.
To consider and vote on a non-binding advisory resolution approving the compensation of our named executive officers;
2.
To elect the ten nominees named in the accompanying Proxy Statement to the Board of Directors to serve for the ensuing year or until their successors are duly elected and qualified;
3.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
4.
To conduct any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on Monday, March 9, 2020, are entitled to receive notice of and vote at the Annual Meeting.
To ensure your vote is counted, you are requested to vote your shares promptly, regardless of whether you expect to attend the Meeting. Voting by the Internet or telephone is fast and convenient, and your vote is immediately tabulated. In addition, by using the Internet or telephone, you help reduce our postage and proxy tabulation costs. You may also vote by completing, signing, dating, and returning by May 4, 2020 the proxy enclosed with paper copies of the materials in the postage-paid envelope provided.
This year, we are again electronically disseminating Annual Meeting materials to some of our shareholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Shareholders to whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.
If you are present at the Annual Meeting, you may vote in person even if you already have voted your proxy by the Internet, telephone, or mail. Seating at the Annual Meeting will be on a first-come, first-served basis.
By Order of the Board of Directors
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Karen G. Narwold, Secretary
March 24, 2020
* While we intend to hold our annual meeting in person as scheduled, we are sensitive to public health and travel concerns and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures on meeting attendance or may decide to postpone the meeting or hold the meeting solely by means of remote communication (a virtual-only meeting). We will announce any such updates on our website www.albemarle.com, including any postponement and how to access and vote at any virtual meeting, and we encourage you to monitor this website for updates and prior to traveling to the meeting if you plan to attend in person.




TABLE OF CONTENTS


i



PROXY STATEMENT SUMMARY
This summary provides an overview and highlights information contained elsewhere in this Proxy Statement ("Proxy Statement"). This summary does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting. Throughout the Proxy Statement, “we,” “us,” “our,” “the Company,” and “Albemarle” refer to Albemarle Corporation, a Virginia corporation.
Annual Meeting
Date and Time
Place*
Tuesday, May 5, 2020
Albemarle Corporation
7:00 a.m., Eastern Time
4250 Congress Street
 
Charlotte, North Carolina 28209
Voting Matters
The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.
Proposal
Board Vote Recommendation
#1
Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)
FOR
#2
Election of Directors
FOR each Nominee
#3
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2020
FOR
Our Business
Business Segments
Lithium
Bromine Specialties
Catalysts
   -- Energy Storage
-- Glasses and Ceramics
-- Greases and Lubricants
-- Pharmaceutical Synthesis

-- Flame retardants
-- Industrial water treatment
-- Completion fluids for oilfield
-- Plastic and synthetic rubber
-- C3Ag and pharma synthesis
-- Fluid Cracking Catalysts
-- Clean Fuels Technologies
-- Organometallics & Curatives

Our Strategy
Capture growth in lithium through smart investments and our advantaged resource position
Maximize operating cash from our businesses through sustainable cost savings and investment in systems, people, processes, and operational excellence
Continuously assess the portfolio
Prudently allocate capital to generate significant cash and outsized returns for our shareholders
* While we intend to hold our annual meeting in person as scheduled, we are sensitive to public health and travel concerns and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures on meeting attendance or may decide to postpone the meeting or hold the meeting solely by means of remote communication (a virtual-only meeting). We will announce any such updates on our website www.albemarle.com, including any postponement and how to access and vote at any virtual meeting, and we encourage you to monitor this website for updates and prior to traveling to the meeting if you plan to attend in person.

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2019 Company Performance
Net sales of $3.59 billion increased ~6% compared to 2018 and adjusted EBITDA* of $1.04 billion up 3% from 2018
Diluted EPS of $5.02 decreased ~21% compared to 2018, due to the gain on the sale of Polyolefin Catalysts in 2018, and adjusted diluted EPS* of $6.04 up ~10% from 2018
Cash from operations of $719.4 million increased ~32% compared to 2018
Our 3-year Total Shareholder Return for the 2017-2019 period placed us at the 20th percentile relative to our peer group, resulting in zero payout of performance units for the period
Completed the Lithium joint venture with Mineral Resources Limited, providing access to high-quality spodumene source and further diversifying Albemarle’s lithium asset base
In collaboration with ExxonMobil, created the Galexia™ platform, a transformative hydroprocessing suite of catalyst and service solutions for the refining industry
Deployed dividends to shareholders totaling $152.2 million, up 5% from 2018
___________________________________________________
* Non-GAAP financial measure, reconciliations from US GAAP financial measures are available in Q4/FY2019 earnings release.
Governance Highlights
We believe good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that best serve the interests of our Company and its shareholders. Our Board of Directors (the “Board of Directors” or the "Board") monitors developments in governance best practices to ensure it continues to meet its commitment to thoughtful and independent representation of shareholder interests. The following table summarizes certain corporate governance practices and certain facts about the nominees for our Board of Directors.
Governance Practices
Annual Election of all Directors
Longstanding Commitment to Sustainability and Corporate Responsibility
Policies Prohibiting Hedging, Short Sale, and Pledging Our Stock by Directors, Officers, and Employees
Resignation Policy for Directors Not Receiving Majority Approval
Board and Committee Authority to Retain Independent Advisors
No Shareholder Rights Plan (Poison Pill)
Policy Requiring Directors to Not Stand for Re-election in the Year in Which They Reach 72 Years of Age
Regular Executive Sessions of Independent Directors
Robust Stock Ownership Guidelines (6x Salary for CEO)
Compensation Recovery Policy (Clawback Policy)
Risk Oversight by Full Board and Committees
Annual Board and Committee Evaluation Process led by Lead Independent Director
Director Nominees: Key Facts
Less than 5 years average tenure
9 of 10 are independent
50% ethnic and gender diversity
70% have c-suite experience
CEO Compensation
Target Total Direct Compensation is 2.4% below the median of our peer group
Pay Mix: 85% of CEO compensation is based on incentive pay
CEO pay shows a strong correlation between 3 year relative realizable pay and 3 year relative total shareholder return

2



COMPENSATION DISCUSSION AND ANALYSIS
The following pages describe Albemarle’s executive compensation program and the compensation decisions made by the Executive Compensation Committee (the “Committee”) for our Named Executive Officers ("NEOs") listed below.
NEO
Title
Luther C. Kissam IV
Chairman, President and Chief Executive Officer
Scott A. Tozier
Executive Vice President, Chief Financial Officer
Netha N. Johnson, Jr.
President, Bromine Specialties
Karen G. Narwold
Executive Vice President, Chief Administrative Officer and Corporate Secretary
Raphael G. Crawford
President, Catalysts
EXECUTIVE SUMMARY
Compensation Program Highlights
Our pay mix supports our short and long term goals.
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Chief Executive Officer ("CEO") compensation over a three-year period shows a strong correlation between realizable pay and total shareholder return relative to our Peer Group (as defined on page 7), with our performance rank well aligned with our pay rank.
Performance metrics were aligned with our Peer Group and our company goals.
Annual Goals: Adjusted EBITDA(1), Adjusted Cash Flow from Operations(1), and Stewardship
Long Term Goals: Total Shareholder Return (“TSR”) relative to our Peer Group of companies ("rTSR")(1) and Return on Invested Capital (ROIC)(1); each measured over a 3-year performance period
Focused Peer Group of similarly-sized companies
___________________________________________________
(1) 
See pages 10-14 for a discussion of how Adjusted EBITDA, Adjusted Cash Flow from Operations, rTSR, and ROIC are defined and calculated.

3



Aligning Our Incentives With Our Strategy and Shareholder Interests
In May 2019, the Company held our annual shareholder advisory vote to approve the compensation paid to our NEOs in 2018, which resulted in approximately 96% of the votes cast approving such compensation.
In the fall of 2019 we continued our annual engagement with our shareholders. This engagement gave us a basis for further evaluation of our practices in executive compensation and corporate governance. This initiative was led by a group of senior officers of the Company, acting on behalf and at the request of the Committee, by reaching out to shareholders holding 65% of our outstanding shares. For those shareholders who elected to engage with us (representing approximately 39% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our shareholders. In line with the high support for our executive compensation program as expressed in the 2019 annual shareholder advisory vote to approve our NEO compensation, shareholders continued their support for our compensation program and the changes made over the past few years:
2019: We introduced ROIC as a second metric for our long term incentive, to ensure alignment between our expected return on capital (as we entered a period of higher investments) and long term payout opportunities for our executives. We put a payout cap of 100% on rTSR payouts if, in absolute terms, total shareholder return is negative.
2017: We included a "double trigger" in our equity plan and award agreements, so that in the event of a Change in Control, equity would only vest following a termination of employment.
2016: We changed our Peer Group from the Dow Jones Chemical Index to a smaller group of chemical companies that were similarly situated to and sized as Albemarle.
In considering investor feedback, our evolving business needs, and our desire to continue to link executive pay to performance, the Committee did not make any changes to our executive compensation program for 2020.
Pay for Performance: 2019 Compensation Outcomes
CEO Pay At-A-Glance: Realizable Pay Relative Degree of Alignment
We believe our CEO’s total compensation reflects a pay opportunity commensurate with median levels among our Peer Group and aligns payout opportunities with the Company's long-term performance. Realizable Pay Relative Degree of Alignment (“RPRDA”) is an important measure the Committee uses to assess whether realizable pay is commensurate with the total shareholder return achieved by shareholders relative to our Peer Group.
RPRDA compares the percentile ranks of a CEO’s three-year realizable pay and a company’s three-year TSR performance relative to the peer group. The RPRDA is equal to the difference between the combined performance rank minus the combined pay rank. Values for the RPRDA can measure between -100 and 100. On that scale, the values can be interpreted as outlined below.
A value of 100 represents a situation where the pay rank is the lowest, while the performance rank is the highest among the peer group.
A value of 0 represents the situation where the pay rank and the performance rank among the peer group are perfectly aligned.

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A value of -100 represents a situation where the pay rank is the highest, while the performance rank is the lowest among the peer group.
Realizable pay captures the following elements of compensation for the three-year period:
Base salary in the year it is earned;
Annual incentive compensation paid for the year it is earned; and
“In-the-money” value of outstanding equity awards granted during the period, calculated based on stock price at year-end rather than the grant date fair value. The use of an end-of-year stock price directly correlates the value of an executive’s equity with the return our shareholders receive from investing in our common stock over the same period;
Stock Options: calculated using intrinsic value (closing stock price less strike price);
Restricted Stock: calculated using face value (closing stock price);
Performance Stock Units for awards granted and earned during the period: calculated using dollar value based on actual performance; and
Performance Stock Units for awards granted and not earned (due to incomplete performance periods): calculated using face value at target performance.
Albemarle has used rTSR as its long-term performance measure since 2014. Since then we have consistently measured RPRDA. The following table shows Albemarle's percentile rank relative to our Peer Group for the 3-year periods starting in 2014. No compensation data is included for the 2017-2019 period as such data cannot be obtained until after peer group company proxies are available in 2020.
The following table shows Mr. Kissam’s RPRDA for the 3-year periods.
3-Year Period
Realizable Pay
Relative Total Shareholder Return
Realizable Pay Relative Degree of Alignment
Percentile Ranking
Percentile Ranking
2017-2019
Not available yet
20%
Not available yet
2016-2018
50%
81%
31%
2015-2017
88%
100%
12%
2014-2016
88%
81%
(7)%
EXECUTIVE COMPENSATION PROGRAM IN DETAIL
Compensation principles
The Committee designs and oversees the Company’s compensation policies and approves compensation for our NEOs. Our overarching goal is to create executive compensation plans that incent and are aligned with the creation of sustained shareholder value. To accomplish this, our plans are designed to:
Support our Business Strategy – We align our programs with business strategies focused on long-term growth and sustained shareholder value. Our plans provide incentives to our NEOs to overcome challenges and exceed our Company goals.

5



Pay for Performance – A large portion of our executive pay is dependent upon the achievement of specific corporate, business unit and individual performance goals. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.
Pay Competitively – We set target compensation to be at or around the market median relative to the companies that make up our Peer Group.
Discourage Excessive Risk-taking – Our compensation programs are balanced and designed to discourage excessive risk-taking.
Compensation principles are aligned with good governance practices and pay-for-performance
Below is a list of things that we do and don’t do in order to ensure that our program reflects good governance practices and pay for performance.
What We Do
 
What We Don’t Do
We require above-Peer Group median stock ownership for our NEOs
 
No excessive perquisites are provided to any NEO
We have a clawback policy for the recovery of cash and non-cash compensation in the event of NEO misconduct which results in a financial restatement
 
No stock option re-pricing without shareholder approval or discounted stock options are permitted under our 2017 equity plan
We have an annual advisory vote on executive compensation ("Say-on-Pay")
 
No excise tax gross-ups for change of control payments are provided to any NEO
We require a double trigger for equity to vest following a Change in Control ("CIC")
 
No hedging and short selling of our shares is permitted for our Directors, officers, and employees
The components of our executive compensation program
We provide our NEOs with the following components of compensation:
Annual
Annual base salary and annual cash incentive opportunities.
Long-Term
Long-term incentive awards for our NEOs comprise a combination of 50% Performance Stock Units (PSUs), 25% Restricted Stock Units (RSUs), and 25% stock options.
Benefits
Various health and welfare benefits, including health and life insurance, retirement benefits and savings plan that are generally available to all our employees.
Post-Termination Benefits
Severance and change in control benefits.
For each NEO, the Committee reviews and approves annually each component of compensation and the resulting total compensation. The Committee benchmarks the individual components of compensation and total compensation to our Peer Group. In setting the compensation for each NEO, the Committee also considers other factors, including the scope and complexity of his or her position, level of performance, skills and experience, and contribution to the overall success of the Company. As a result, we do not set compensation for our NEOs in a formulaic manner.

6



Our compensation program is designed to focus our NEOs on long-term success
We design our compensation programs to keep our NEOs focused on the long-term success of our Company by making a substantial portion of their compensation subject to the achievement of specific performance measures, requiring NEOs to hold a significant amount of Company stock during the term of their employment, and granting stock-based awards with multi-year vesting periods.
The performance period covered by our PSU grants is three years, with the vesting of any award earned occurring in two equal tranches – the first tranche vests after the end of the third year of the performance period and the second tranche vests on January 1 of the following year. PSUs issued in 2019 were based on rTSR as compared to our Peer Group and ROIC, each with equal weighting. The Committee chose these measures to provide a strong linkage between the rewards for our leaders and the returns experienced by our shareholders, and also because these measures were thought to be well-aligned with the longer three-year performance period and the higher level of investments in capital for that period.
RSUs have a minimum vesting period of three years and also vest in two equal tranches – the first tranche at the third anniversary of the Grant Date and the second tranche at the fourth anniversary of the Grant Date.
Stock option grants made after 2015 cliff vest at the third anniversary of the Grant Date.
Competitive Compensation – Peer Group
The committee uses a group of peer companies to align executive compensation with comparable positions within that peer group. We use the following criteria for selecting peer companies that we include in our compensation peer group (our "Peer Group").
Criteria for selecting peer companies
 
How we use the compensation peer group
Companies with the same eight-digit GICS code as Albemarle
 
As an input in designing compensation plans, benefits and perquisites
Comparable size based on revenue of approximately 0.5-2.0 times that of Albemarle
 
As an input in developing base salary ranges, annual incentive targets and long-term awards
Market capitalization of approximately 0.25-4.0 times that of Albemarle
 
To benchmark total direct compensation, including the pay mix
We use industry and revenue as our two main indicators for determining our peers. We believe that using an industry-specific group of companies with similar revenue is appropriate because it provides us with the best comparisons for competitive compensation offered by publicly-held companies with similar business challenges and the type of leadership talent needed to achieve success over the long-term. We consider market value as an important factor for peer selection, but believe that market value should be balanced with sales (which are less volatile and a better predictor of compensation levels).
In setting base salaries, target total cash compensation, and target total direct compensation, the Committee generally focused on the median of the last reported data from our 2019 Peer Group. The Committee also referred to survey information from nationally recognized compensation surveys. 

7



For 2019, Albemarle used the same peer group that it used in 2017 and 2018, with the exception of A. Schulman Inc. which was acquired in 2018. Our selected 2019 Peer Group (the "2019 Peer Group") consists of the below 16 chemical companies.
2019 Peer Group
 
Ashland Global Holdings, Inc.
Cabot Corporation
The Chemours Company
Celanese Corporation
CF Industries Holdings, Inc.
FMC Corporation
 
H. B. Fuller Company
W. R. Grace & Co.
International Flavors &
     Fragrances, Inc.
Koppers Holdings Inc.
The Mosaic Company
 
Minerals Technologies Inc.
Olin Corporation
PolyOne Corporation
RPM International Inc.
Scotts Miracle-Gro Company
 
For 2020, we are continuing with 15 of these 16 companies (Koppers Holdings is removed as it does not fit our revenue criteria), while adding four other companies that fit our selection criteria (Axalta Coating Systems Ltd., Eastman Chemical, NewMarket, and Trinseo SA).
NEO Target and Actual Compensation
The Committee utilizes the Peer Group data and survey data as two of its tools in establishing target levels of compensation. However, the Committee does not rely exclusively on such data and does not employ a rigid or formulaic process to set compensation levels. In setting compensation levels, the Committee considers the following factors:
The competitive data (Peer Group and other survey data), focusing on the median data as a starting point;
Each NEO’s performance;
Each NEO’s scope of responsibility and impact on the Company’s performance;
Internal equity – NEO’s compensation relative to his or her peers, direct reports and supervisors;
The recommendations of the Board’s independent executive compensation consultant, Pearl Meyer, with respect to the NEOs; and
The CEO’s recommendations for his direct reports.
The Committee evaluates the performance of each NEO in light of our overall financial performance (as described in greater detail below) and non-financial performance goals and strategic objectives approved by the Committee and the Board of Directors. For 2019, as in past years, the Committee structured a compensation package for our NEOs comprised of base salary and benefits coupled with annual and long-term incentives, which we believe provides an appropriate mix of financial security, risk and reward.

8



2019 Base Salaries
Base salary provides our NEOs with a basic level of financial security and supports the Committee’s objectives in attracting and retaining top talent. Base salaries for our NEOs, other than the CEO, are recommended by our CEO and are reviewed and approved by the Committee. Base salary for our CEO is recommended and approved by the Committee. Salary changes went into effect on April 1, 2019. The Committee believes that each NEO’s salary was reasonable and appropriate.
Executive Officer
2018 Year-End Base Salary
2019 Increase in Annual Base Salary
2019 Annual Base Salary
Luther C. Kissam IV
 
 
 
Chairman, President and Chief Executive Officer
$
1,000,000

$

$
1,000,000

Scott A. Tozier
 
 
 
Executive Vice President, Chief Financial Officer
$
588,000

$
12,000

$
600,000

Netha N. Johnson, Jr.
 
 
 
President, Bromine Specialties
$
475,000

$
25,000

$
500,000

Karen G. Narwold
 
 
 
Executive Vice President, Chief Administrative Officer and Corporate Secretary
$
509,250

$
15,750

$
525,000

Raphael G. Crawford
 
 
 
President, Catalysts
$
475,000

$
15,000

$
490,000

Purpose and key features of the 2019 Annual Incentive Program (AIP)
The Committee designed the AIP to provide both an incentive to achieve, and a reward for achieving, our annual goals and objectives. Each year, the Committee and the Board approve the performance goals under the AIP. These performance goals are intended to ensure that our NEOs execute on short-term financial and strategic initiatives that drive our business strategy and long-term shareholder value.
For all NEOs, performance is based 85% on company performance and 15% on individual performance. Company performance for the CEO, CFO, and Chief Administrative Officer and Corporate Secretary ("CAO") is defined as the Corporate performance. For GBU Presidents, company performance is defined as a combination of Global Business Unit (GBU) and Corporate performance, with a weighting of 70% and 30%, respectively. For 2019, the Committee established the Company AIP metrics as shown in the table below, including for each metric its weighting and payout opportunities at threshold, target and superior performance levels.
Metrics
Adjusted EBITDA
Adjusted Cash Flow from Operations
Stewardship
Corporate
Global Business Unit (GBU)
Corporate
Global Business Unit (GBU)
Corporate
Global Business Unit (GBU)
CEO, CFO, CAO
50%
 
25%
 
10%
 
GBU Presidents
15%
35%
7.5%
17.5%
3%
7%
Weighted Payout Opportunities
 
 
 
Payout at Target Based on Weight
50%
25%
10%

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For performance at target and based on their weight, Adjusted EBITDA pays out 50%, Adjusted Cash Flow from Operations 25%, and Stewardship 10%. Threshold performance on Adjusted EBITDA and Adjusted Cash Flow from Operations pays out 35% of the target level. Stewardship performance below target does not result in any payout. For performance at the superior level payout doubles for all three metrics. We use linear interpolation to determine awards for performance between the identified points. Individual performance pays out between 0% and 30%.
Rationale behind the performance metrics
The Committee chose these performance metrics to align the AIP with our 2019 goals and objectives. The Committee chose the relative weights of the performance measures based on the desire to emphasize financial results while maintaining a focus on non-financial objectives.
The Committee chose Adjusted EBITDA and Adjusted Cash Flow from Operations as the 2019 AIP metrics because they were considered the key measures of financial performance in the Company’s 2019 annual operating plan.
The level of Adjusted EBITDA aligned with the Target payout level was set by the Committee at the 2019 operating plan amount. Adjusted EBITDA is defined as total Albemarle earnings before interest, tax, depreciation and amortization, as adjusted for non-recurring, non-operating and special items.
The Committee focused on Adjusted Cash Flow from Operations as a performance measure aligned with our objectives of generating cash for debt reduction and growth. The level of Adjusted Cash Flow from Operations aligned with the Target payout level was set by the Committee at the 2019 operating plan amount. Adjusted Cash Flow from Operations is defined as cash from Operations as reported on our Statement of Cash Flows, adjusted for pension contributions, joint venture earnings distribution timing, non-recurring and one-time or unusual items.
The superior performance levels for both of these metrics were set by the Committee at levels that while believed to be realistic, were achievable only as the result of exceptional performance.
Stewardship metrics were included because they are critical to our license to operate and consistent with our values. These health, safety and environment ("HSE") metrics were ambitious, as the Committee set a quantitative target and superior levels of performance for each of these metrics at levels that required year-over-year improvement, with no payout earned for any one individual Stewardship metric if target performance for that metric was not achieved.
Individual performance is included to emphasize the individual accountability for each of the executives for achieving specific goals. Performance goals typically include both leadership objectives and strategic business objectives.
The Committee may take into account extraordinary or infrequently occurring events, or significant corporate transactions in deciding to adjust the results used to determine whether the AIP objectives have been met. The Committee retains the right to exercise discretion in determining the final level of the awards paid, in order to ensure that the AIP remains consistent with its stated objectives. In the last 10 years the Committee has not used its discretion in determining the achievement of the company performance metrics.
Individual performance was evaluated by comparing actual performance to the pre-established leadership objectives and considering individual accomplishments not contemplated in the setting of the

10



pre-established objectives. The Committee assessed the performance of the CEO, and the CEO presented his assessment of each other NEO to the Committee.
Performance against our 2019 AIP Metrics
For the NEOs three different plans apply based on their Corporate or GBU responsibility.
The Corporate plan applies to Mr. Kissam, Mr. Tozier and Ms. Narwold, with 85% of the plan based on Corporate performance and 15% based on individual performance.
The Bromine Plan applies to Mr. Johnson, with 59.5% of the plan based on Bromine performance, 25.5% on Corporate performance, and 15% on individual performance.
The Catalyst plan applies to Mr. Crawford, with 59.5% of the plan based on Catalyst performance, 25.5% on Corporate performance, and 15% on individual performance.
The performance for the stewardship metrics (occupational safety, process safety, and environmental responsibility) was determined by the Committee’s quantitative assessment of the level of achievement for the three different stewardship objectives. For each of the three stewardship metrics, we have set a target and superior performance level. Performance below target does not pay out. Occupational safety was measured as our lost time severity rate, which is calculated as the number of lost days x 200,000 and divided by the total man-hours worked; process safety was measured by severity score; and environmental responsibility was measured by the number of environmental incidents.
The following tables summarize the threshold, target, and superior performance levels set by the Committee and actual results for the Adjusted EBITDA and Adjusted Cash Flow from Operations metrics for 2019, for each of the plans that apply to our NEOs. Our Lithium GBU, which is our largest GBU and responsible for more than half of our Adjusted EBITDA and Adjusted Cash Flow from Operations, did not meet its threshold performance levels in 2019 for Adjusted EBITDA and Adjusted Cash Flow from Operations. As such, Corporate payout was impacted and Lithium payout, driven only by its positive performance on Stewardship, was well below target level.
Corporate Metrics
2019 Annual Incentive Plan (AIP) Metrics
AIP Metric
Weight
Threshold
Target
Superior
2019 Results
Achievement Against Target
Payout Based on Weight
Adjusted EBITDA
50
%
 
$
1,040

MM  
$
1,156

MM  
$
1,272

MM  
$
1,064

MM  
92.1
%
24.2
%
Adjusted Cash Flow from Operations
25
%
 
$
887

MM  
$
985

MM  
$
1,084

MM  
$
862

MM  
87.6
%
%
Stewardship
 
Score based on three Quantitative Stewardship Metrics:
 
15.9
%
4
%
Occupational Safety
200
%
 
3
%
Process Safety
107
%
3
%
Environment
157
%
Payout Based on Business Performance
 
40.2
%

11



Bromine Metrics
2019 Annual Incentive Plan (AIP) Metrics
AIP Metric
Weight
Threshold
Target
Superior
2019 Results
Achievement Against Target
Payout Based on Weight
Adjusted EBITDA
35.0
%
 
$
269

MM  
$
299

MM  
$
329

MM  
$
331

MM  
111
%
70.0
%
Adjusted Cash Flow from Operations
17.5
%
 
$
242

MM  
$
269

MM  
$
296

MM  
$
313

MM  
116
%
35.0
%
Stewardship
 
Score based on three Quantitative Stewardship Metrics:
 
8.8
%
2.8
%
Occupational Safety
200
%
 
2.1
%
Process Safety
0
%
2.1
%
Environment
150
%
Payout Based on GBU Performance
 
113.8
%
Corporate Performance
25.5%

Payout Based on Corporate Performance
 
12.0
%
Business Performance
85%

Payout Based on the Combination of GBU and Corporate Performance
 
125.8
%
Catalyst Metrics
2019 Annual Incentive Plan (AIP) Metrics
AIP Metric
Weight
Threshold
Target
Superior
2019 Results
Achievement Against Target
Payout Based on Weight
Adjusted EBITDA
35.0
%
 
$
240

MM  
$
267

MM  
$
294

MM  
$
276

MM  
103
%
46.8
%
Adjusted Cash Flow from Operations
17.5
%
 
$
221

MM  
$
246

MM  
$
271

MM  
$
260

MM  
106
%
27.7
%
Stewardship
 

Score based on three Quantitative Stewardship Metrics:
 
11.4
%
2.8
%
Occupational Safety
200
%
 
2.1
%
Process Safety
150
%
2.1
%
Environment
125
%
Payout Based on GBU Performance
 
85.8
%
Corporate Performance
25.5%

Payout Based on Corporate Performance
 
12.0
%
Business Performance
85%

Payout Based on the Combination of GBU and Corporate Performance
 
97.9
%

12



The following table illustrates the 2019 AIP payout for the Corporate plan against payout levels over the previous years. We believe the fluctuations in payout confirm the correlation of pay to performance at Albemarle.
https://cdn.kscope.io/fd0f634109f4299e83a3c77ec464042d-proxyaipinfo.jpg
Note: 2019 AIP percentile includes additive 15% individual component
AIP earning opportunity for our NEOs
Under the AIP, each of our current NEOs can earn a bonus targeted at a certain percentage of his or her base salary. For 2019, our NEOs’ target bonus percentages were 125% (Mr. Kissam), 80% (Mr. Tozier), and 75% (Messrs. Johnson and Crawford and Ms. Narwold) for achieving target performance levels for company and individual performance combined.
Note: Mr. Tozier's bonus target January 1, 2019 - March 31, 2019 was 75%. As of April 1, 2019 his bonus target increased to 80%.
Actual earnings for our NEOs under the 2019 AIP
The Committee reviewed the Company’s 2019 performance and determined that the potential awards for the NEOs were funded consistent with the plan metrics set during the first quarter of the year. After this determination was made, Mr. Kissam engaged the Committee in a further discussion of the Company’s performance and of each NEO’s individual performance compared to their objectives. In light of the accomplishments by each NEO that were cited by Mr. Kissam to the Committee, it was recommended by Mr. Kissam and approved by the Committee that the individual performance related payout for each NEO be set as follows: Mr. Tozier 15%, Mr. Johnson 25%, Ms. Narwold 20%, and, Mr. Crawford 15%.
In the case of Mr. Kissam, in early 2020 the Board assessed his performance against both quantitative metrics (stewardship and financial goals) and qualitative objectives (capital expansions, operational excellence, SAP program implementation, portfolio management, people, and Board management) and determined that an individual performance payout of 20% was appropriate given performance against these measures.

13



When applied to and combined with the Company score, this yielded actual bonus payouts for each NEO shown in the table below.
2019 AIP Payouts
Name
Average Base Salary
X
Average Target
Bonus
%
=
Target
Bonus
Amount
X
Payout Based on (Company Performance + Individual Performance)
=
Actual
Bonus
Amount
Luther C. Kissam IV
$
1,000,000

x
125%
=
$
1,250,000

x
40.2%
+
20%
=
751,991

Scott A. Tozier
$
597,041

x
79%
=
$
470,383

x
40.2%
+
15%
=
259,460

Netha N. Johnson, Jr.
$
493,836

x
75%
=
$
370,376

x
125.8%
+
25%
=
558,520

Karen G. Narwold
$
521,116

x
75%
=
$
390,837

x
40.2%
+
20%
=
235,125

Raphael G. Crawford
$
486,301

x
75%
=
$
364,726

x
97.9%
+
15%
=
411,754

Purpose and key features of the Long Term Incentive Plan (LTIP)
We believe it is important to provide a long-term incentive opportunity to our NEOs charged with driving sustainable growth and long-term value creation for Albemarle, further aligning their interests with those of our shareholders. We do this through an annual LTIP grant, in 2019 comprised of PSUs, RSUs and stock options, designed to ensure an equity mix that is primarily performance-based and retentive in nature.
Our PSU grant performance measures are rTSR as compared to our Peer Group for the three-year performance period and ROIC, each with equal weighting. The rTSR performance metric emphasizes the linkage between our pay-for-performance philosophy and our shareholders' interests. As we execute on our large planned capital projects, the Committee added an ROIC measure in 2019. The ROIC performance metric emphasizes our continued commitment to invest efficiently and generate long-term returns, and ensures alignment between our expected return on capital (as we enter a period of higher investments) and long term payout opportunities for our executives. Both measures are aligned with the longer three-year performance period.
Vesting
We employ longer vesting periods than our Peer Group median.
 
Albemarle
Compensation Peer Group Median
PSUs
PSUs vest 50% after the award date, which is the date at which the Committee determines the earnings level for the award for the 3-year performance period. The remaining 50% vests at January 1 of the following year.
Earned PSU grants vest in full after 3 years.
RSUs
RSUs vest 50% after 3 years, with the remaining 50% vesting after 4 years.
RSUs cliff vest after 3 years.
Stock Options
Stock Options cliff vest after 3 years.
Stock options step-vest over a 3-year period.
PSU results for the 2017-2019 performance period
Payouts under the 2017 PSU grants are earned based on the achievement of TSR performance relative to the 2017 Peer Group over a three year measurement period. The 2017 Peer Group included 17 companies. One company was acquired during the period and is therefore not included in the rTSR calculation. Our rTSR for the period placed us at the 20th percentile relative to the 2017 Peer Group.

14



The following table illustrates threshold, target and superior relative performance levels and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and superior performance, are interpolated. The table also includes the relative performance result and the percentage of grants earned as determined by the Committee.
 
2017 PSU Grant Metrics
Threshold
Target
Superior
Metric Result
Percentile performance relative to the 2017 Peer Group
25th

50th

75th

20th

% of Grants Earned
25
%
100
%
200
%
0
%
The following table shows the grants approved in February 2017 by the Committee for the NEOs. The table also includes the grant values approved by the Committee in February 2020 after it determined the 2017-2019 relative performance results.
 
2017 PSU Grants
 
Number of Units
Number of Units
Number of Units
 
 
at Threshold
at Target
at Superior
2017 Earned PSUs
 
25%
100%
200%
 
Luther C. Kissam IV
5,381

21,522

43,044

0

Scott A. Tozier
1,346

5,382

10,764

0

Netha N. Johnson, Jr.




Karen G. Narwold
1,211

4,844

9,688

0

Raphael G. Crawford
942

3,768

7,536

0

Note: Mr. Johnson joined the Company after these grants were made.
2019 LTIP grants
In February 2019, the Committee approved a total grant value for the NEOs under the LTIP. The values granted to each NEO are set forth below, as well as the approximate percentage apportioned in the form of PSUs, RSUs and Stock Options. Mr. Kissam’s equity grant reflects our emphasis on long-term incentives in our pay mix.
 
2019 Grants
 
Value Granted
Stock Options
RSUs
PSUs
Luther C. Kissam IV
$
4,500,000

25
%
25
%
50
%
Scott A. Tozier
$
1,100,000

25
%
25
%
50
%
Netha N. Johnson, Jr.
$
800,000

25
%
25
%
50
%
Karen G. Narwold
$
1,050,000

25
%
25
%
50
%
Raphael G. Crawford
$
800,000

25
%
25
%
50
%
The number of units for the PSUs and RSUs was based on the stock closing price at the grant date. The number of stock options was determined using the Black Scholes value of the options.

15



PSU Grants
The performance based PSU grants are based 50% on the Company's TSR relative to the 2019 Peer Group as measured over a three-year period and 50% based on the Company's ROIC performance as calculated for each calendar year during the three-year performance period. The following table illustrates the number of units to be granted for performance at threshold, target and superior levels for the rTSR PSU grants and ROIC PSU grants.
 
2019 PSU Grants
 
Number of Units at Threshold
    
Number of Units at Target
    
Number of Units at Superior
Luther C. Kissam IV
12,364

 
24,728

 
49,456

Scott A. Tozier
3,022

 
6,044

 
12,088

Netha N. Johnson, Jr.
2,198

 
4,396

 
8,792

Karen G. Narwold
2,886

 
5,772

 
11,544

Raphael G. Crawford
2,198

 
4,396

 
8,792

The following table illustrates threshold, target and superior relative performance levels for the rTSR PSUs and the performance of the target grant earned for each performance level. Results between threshold and target and target and superior performance will be interpolated.
 
2019 rTSR PSU Grants
 
Threshold
Target
Superior
Percentile performance relative to the 2019 Peer Group
25th

50th

75th

% of Grants Earned
50
%
100
%
200
%
The 2019 ROIC PSU grant is measured against ROIC performance levels set by the ECC. ROIC is calculated for each calendar year during the three-year performance period and is determined by the following formula:
Annual ROIC
=
Net Income + (Interest Income and Interest Expense, net of tax)
(Prior Year End Total Capital + Current Year End Total Capital)/2
The following table illustrates the percentage of the target ROIC grant earned for each performance level. Results between threshold and target and target and superior performance will be interpolated.
 
2019 ROIC PSU Grants
 
Threshold
Target
Superior
% of Grants Earned
50
%
100
%
200
%
Performance and payout opportunities reflect the dual character of both rTSR and ROIC PSU grants:
The grants are performance-based to ensure payout opportunities are aligned with shareholder interests.

16



The grants are also competitive in nature and as such reflect performance and payout opportunities aligned with the Peer Group and the broader market in which we compete for talent.
Half of any shares earned will vest in early 2022 at the time the Committee evaluates the three-year performance for both rTSR and ROIC. The other half will vest on January 1, 2023.
RSU Grants
In February 2019, the Committee approved RSU awards to our NEOs, as follows:
 
2019 Restricted Stock Units
Luther C. Kissam IV
12,364

Scott A. Tozier
3,022

Netha N. Johnson, Jr.
2,198

Karen G. Narwold
2,886

Raphael G. Crawford
2,198

 
Half of the RSUs will vest on each of the third and fourth anniversary of the grant date in 2022 and 2023.
Stock Option Grants
In February 2019, the Committee approved a grant of stock options to our NEOs, as follows:
 
2019 Stock Options
Luther C. Kissam IV
40,600

Scott A. Tozier
9,925

Netha N. Johnson, Jr.
7,218

Karen G. Narwold
9,474

Raphael G. Crawford
7,218

The options vest on the third anniversary of the grant date and expire ten years from the date of the grant.
Other benefits the Company provides to NEOs
The Company provides NEOs with the same benefits provided to other Albemarle employees, including:
Health and dental insurance (Company pays a portion of costs);
Basic life insurance;
Long-term disability insurance;
Participation in the Albemarle Corporation Savings Plan (the “Savings Plan”), including Company matching and defined contribution pension contributions;
Participation in the Executive Deferred Compensation Plan;

17



Participation in Albemarle Corporation Pension Plan, defined below, for those executives hired prior to 2004 (Mr. Kissam is the only NEO that meets this qualification); and
Matching charitable contributions.
Executive Deferred Compensation Plan (“EDCP”)
We maintain a deferred compensation plan that covers executives, including the NEOs, who are limited in how much they can contribute to tax-qualified deferred compensation plans (such as our Savings Plan). We maintain this plan in order to be competitive and because we want to encourage executives to save for their retirement. A participant in the EDCP may defer up to 50% of base salary and/or up to 100% of cash incentive awards (net of FICA and Medicare taxes due). We also provide for employer contributions in the EDCP to provide executives with the same proportional benefits as are provided to all other employees, but that cannot be provided under our tax-qualified plan because of statutory limitations that apply under that plan. The EDCP also provides for a supplemental benefit of 5% of compensation in excess of amounts that may be recognized under the tax-qualified Savings Plan and of the cash incentive bonus award paid during the year.
Beginning on January 1, 2013, all our NEOs, regardless of hire date, participate in the same tax- qualified Savings Plan and EDCP. The new defined contribution plan design provides all participating employees the opportunity to receive a Company contribution of 11% of their base and bonus earnings for the calendar year if they contribute at least 9% of their base and bonus earnings to the Savings Plan. Such Company contributions go into the tax-qualified Savings Plan up to the compensation and benefit limitations under the Internal Revenue Code (the "Code"), and after that are credited to an EDCP account.
Defined Benefit Plan
We previously maintained a traditional tax-qualified defined benefit pension plan ("Pension Plan"), which was fully frozen as of December 31, 2014. In 2004, we implemented a new defined contribution pension benefit in our tax-qualified Savings Plan for all non-represented employees hired on or after April 1, 2004, and limited participation in the "Pension Plan" to then-current participants. Mr. Kissam joined the Company prior to April 1, 2004, and, as such, participated in the Pension Plan. We also maintain a supplemental executive retirement plan (“SERP”) to provide participants with the difference between (i) the benefits they would actually accrue under the Pension Plan but for the maximum compensation and benefit limitations under the Code, and (ii) the benefits actually accrued under the Pension Plan, which are subject to the Code’s compensation and benefit limits. Certain provisions of the SERP also permitted the Committee to award key executives additional pension credits related to offset reduction in the Pension Plan plan as a mid-career hire. This provision was also limited to then-current participants in 2004 concurrent with the Pension Plan changes. The Company froze accruals in the Pension Plan and SERP effective December 31, 2014.
Perquisites
Our perquisites are intended to be limited in nature, and are focused in areas directly related to a business purpose, or in helping to foster the health, security and well-being of our senior executives for the benefit of the Company.
When an NEO is required to geographically relocate in order to join the Company, or is asked to relocate due to a change in their work location after joining the Company, we provide them with the same relocation package that is also offered to management and senior professional employees. Certain relocation expenses are grossed-up for taxes, as is the competitive practice within our Peer Group, and more broadly, in the general marketplace.

18



We also offer executive physical exams and limited reimbursement for financial planning. We do not provide tax gross-ups on such amounts to NEOs.
Post-termination payments
We believe that providing our executives, including our NEOs, with reasonable severance benefits aligns their interests with shareholders’ interests in the context of potential change in control transactions, and also believe that such benefits help facilitate our recruitment and retention of senior executive talent.
Consistent with this philosophy, we maintain a Severance Pay Plan (“SPP”) that provides severance payments to certain of our employees if we (a) terminate their employment without cause or request that they relocate and they elect not to do so after a change in control or (b) eliminate their position or have a change in our organizational structure with a similar effect absent a change in control. The SPP provides severance payments only in the absence of a change in control.
We entered into severance compensation agreements with each of our NEOs, providing for severance payments for a change in control-related termination. None of these severance compensation agreements include an excise tax gross-up.
The Committee periodically reviews our post-employment compensation arrangements taking best practices into consideration, and believes that these arrangements are generally consistent with arrangements currently being offered by our Peer Group. The Committee has determined that both the terms and payout levels are appropriate to accomplish our stated objectives. The Committee also considered the non-competition agreement that we would receive from the NEO in exchange for any post-employment termination benefits. Based on these considerations, the Committee believes that such arrangements are appropriate and reasonable.
For additional information with respect to change in control arrangements, please see “Agreements with Executive Officers and Other Potential Payments upon Termination or a Change in Control” on page 35.

19



ADDITIONAL INFORMATION
We believe this additional information may assist you in better understanding our compensation practices and principles.
Role of the Committee and the CEO
The Committee, consisting entirely of independent Directors, is responsible for executive compensation. As part of the compensation-setting process each year, the Committee meets periodically with the CEO to review a list of corporate performance goals and receives comments from members of the Board of Directors. The CEO recommends to the Committee the compensation amounts for each of our NEOs, other than himself. The Committee has retained an independent compensation consultant, Pearl Meyer, to provide advice on best practices and market developments. The CEO, the Chief HR Officer, Human Resources staff members, and the Committee’s consultant attend Committee meetings and make recommendations regarding plan design and levels of compensation.
While the Committee will ask for advice and recommendations from management and Pearl Meyer, the Committee is responsible for executive compensation and as such:
Sets NEO base salaries;
Reviews financial and operational goals, performance measures, and strategic and operating plans for the Company;
Establishes specific goals, objectives, and potential awards for the AIP and LTIP;
Reviews annual and long-term performance against goals and objectives and approves payment of any incentive earned;
Reviews contractual agreements and benefits, including supplemental retirement and any payments that may be earned upon termination, and makes changes as appropriate;
Reviews incentive plan designs and makes changes as appropriate; and
Reviews total compensation to ensure compensation earned by NEOs is fair and reasonable relative to corporate and individual performance.
Total compensation actions, annual and long-term performance goals and objectives, contractual agreements, and benefits are evaluated and determined by the Committee and discussed with the Board. The Incentive Plan is approved by the Board and subject to shareholder approval.
Role of Compensation Consultant
The Committee retained Pearl Meyer to provide independent advice to the Committee. Pearl Meyer gathers and analyzes data at the direction of the Committee, advises the Committee on compensation standards and trends, and assists in the development of policies and programs. The Committee directs, approves, and evaluates Pearl Meyer’s work in relation to all executive compensation matters. The Committee considers Pearl Meyer to be independent from our management pursuant to the U.S. Securities and Exchange Commission standards. Please see “Independence of the Executive Compensation Consultant” on page 46.
The Committee regularly meets with Pearl Meyer without management present. Pearl Meyer participates in Committee meetings throughout the year, reviews materials in advance, consults with the Chairperson of the Committee, provides to the Committee data on market trends and compensation

20



design, assesses recommendations for base salary and annual incentive awards for our NEOs, and periodically meets with management. Pearl Meyer may provide consulting advice to management outside the scope of executive compensation with the approval of the Committee. In 2019, Pearl Meyer did not provide consulting advice to management outside the scope of executive compensation. The Committee does not delegate authority to Pearl Meyer.
Clawbacks
In 2017, the Company adopted a Compensation Recoupment and Forfeiture Policy under the 2017 Incentive Plan. In the event misconduct by any employee results in a financial restatement, as more specifically defined in the policy, the policy requires that our Chief Executive Officer and Chief Financial Officer reimburse the Company for (i) the gross amount of any bonus or other incentive-based or equity-based compensation received by such officer from the Company during the 12-month period following the date the document required to be restated was first publicly issued or filed (whichever occurs first) with the SEC and (ii) any profits realized from the sale of securities of the Company during such 12-month period. The policy further requires any employee who engaged in such misconduct to reimburse the Company the same amounts set forth in (i) and (ii) above applicable to that employee, and requires any such employee whose employment is terminated for cause to forfeit all unpaid cash-based incentive compensation under our incentive plan (whether or not accrued and/or payable at such time) and all unvested equity-based awards (whether or not earned at such time), in each case as of the date such employee is notified of termination of his or her employment for cause (as defined under the policy).
In addition, in 2018 we disclosed that based on an internal investigation, we voluntarily self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business to the U.S. Department of Justice (the "DOJ"), the SEC, and the Dutch Public Prosecutor (the "DPP") and that we intended to cooperate with the DOJ, the SEC, and the DPP in their review of these matters. Our Board of Directors determined, as a prudent governance measure while the investigation is pending, to condition payment of each of our named executive officers for fiscal year 2017 (the "2017 NEO’s") cash incentive bonus for the fiscal year 2017 (the “2017 cash incentive”) on each 2017 NEO executing a clawback agreement applicable to the 2017 cash incentive. Accordingly, in February 2018, the Company entered into a clawback agreement with each of our 2017 NEOs and other executives at that time. The clawback agreements supplement the Company’s existing policy described above and provide that each 2017 NEO's 2017 cash incentive is subject to clawback by the Company in the event that the Committee determines that, with respect to the Company’s internal investigation or the government’s review of these matters following such self-report, the NEO: (1) engaged in unlawful conduct or misconduct; (2) failed to cooperate in any related investigation; (3) violated the Company’s Code of Conduct or any other Company policy; or (4) failed to exercise appropriate supervision or oversight.


21



EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with management and, based on such review and discussion, recommended to the Board of Directors that it be included in this Proxy Statement.
 
EXECUTIVE COMPENSATION COMMITTEE
 
 
 
Alejandro D. Wolff, Chair
 
J. Kent Masters
 
Diarmuid B. O'Connell
 
Gerald A. Steiner
 
Harriett Tee Taggart
 
Holly A. Van Deursen


22



COMPENSATION OF EXECUTIVE OFFICERS
Total Compensation of Our Named Executive Officers
The following table presents information for the fiscal years ended December 31, 2019, 2018 and 2017 relating to total compensation of our CEO, CFO, and the three other highest paid executive officers (the “NEOs”).
SUMMARY COMPENSATION TABLE
Summary Compensation Table
Name and Principal Position(1)
Year
Salary
($)
(2)
Bonus
($)
(3)
Stock Awards
($)
(4)(5)
Option Awards
($)
(4)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(6)
All Other Compensation
($)
(7)
Total
($)
Luther C. Kissam IV
2019
$
1,000,000

$

$
3,702,153

$
1,125,026

$
751,991

$
1,697,660

$
244,754

$
8,521,584

Chairman, President and Chief Executive Officer
2018
$
1,000,000

$

$
3,579,097

$
1,000,009

$
856,389

$
(411,490
)
$
230,899

$
6,254,904

2017
$
970,500

$

$
3,465,777

$
1,000,005

$
1,857,250

$
857,015

$
346,188

$
8,496,735

Scott A. Tozier
2019
$
597,041

$

$
904,877

$
275,022

$
259,460

$

$
117,789

$
2,154,189

Executive Vice President, Chief Financial Officer
2018
$
581,000

$

$
939,722

$
262,533

$
314,302

$

$
112,817

$
2,210,374

2017
$
546,250

$

$
866,753

$
250,001

$
656,880

$

$
149,673

$
2,469,557

Netha N. Johnson, Jr.
2019
$
493,836

$
150,000

$
658,147

$
200,011

$
558,520

$

$
304,852

$
2,365,366

President, Bromine Specialties
 
 
 
 
 
 
 
 
 
Karen G. Narwold
2019
$
521,116

 
$
864,155

$
262,525

$
235,125

$

$
104,781

$
1,987,702

Executive Vice President, Chief Administrative Officer and Corporate Secretary
2018
$
503,187

$

$
894,986

$
250,021

$
299,428

$

$
101,423

$
2,049,045

2017
$
478,750

$

$
780,029

$
225,015

$
568,905

$

$
129,442

$
2,182,141

Raphael G. Crawford
2019
$
486,301

$

$
658,147

$
200,011

$
411,754

$

$
112,248

$
1,868,461

President, Catalysts
 
 
 
 
 
 
 
 
 
___________________________________________________
(1)
No salary amounts or other compensation are reported for Messrs. Johnson and Crawford for 2017 and 2018. Mr. Johnson joined the company on July 31, 2018 and was not a named executive officer in 2018. Mr. Crawford was not a named executive officer in 2017 or 2018.
(2)
Salary amounts include cash compensation earned by each named executive officer during the applicable fiscal year, as well as any amounts earned in the applicable fiscal year but contributed into the Savings Plan and/or deferred at the election of the named executive officer into the EDCP. For a discussion of the deferred compensation program and amounts deferred by the named executive officers in fiscal year 2019, including earnings on amounts deferred, please see “Nonqualified Deferred Compensation” on page 34.
(3)
Bonus amount includes a new-hire bonus of $150,000 for Mr. Johnson when he joined the Company.
(4)
The amount represents the aggregate grant date fair value of stock or option awards recognized in the fiscal year in accordance with FASB ASC Topic 718. This amount does not reflect our accounting expense for these award(s) during the year and does not correspond to the actual cash value that will be recognized by the named executive officer when received. For more information on the assumptions for these awards, please see Note 19 to our Consolidated Financial Statements filed on Form 10-K for the year ended December 31, 2019. Information on individual equity awards granted to each of the named executive officers in fiscal year 2019 is set forth in the section entitled “Grants of Plan-Based Awards” on page 27.
(5)
Amounts for fiscal year 2019 include two performance unit awards calculated at 100% of Target level. The rTSR performance unit awards are calculated assuming a fair value per share of $128.59 using the Monte Carlo valuation method. The ROIC performance unit awards are calculated assuming a fair value price per share of $85.42. The maximum payable for Superior level performance on our 2019 PSU awards is 200% of Target level. The aggregate grant date fair value of the rTSR performance unit awards at the Superior level of 200% for each of the named executive officers is: Mr. Kissam $3,179,774; Mr. Tozier $777,198; Mr. Johnson $565,282; Ms. Narwold $742,222; and Mr. Crawford $565,282. The aggregate grant date fair value of the RIOC performance unit awards at the Superior level of 200% for each of the named executive officers is: Mr. Kissam $2,112,266; Mr. Tozier $516,278; Mr. Johnson $375,506; Ms. Narwold $493,044; and Mr. Crawford $375,506. Also includes 2019 Restricted Stock Units assuming a fair value price per share of $85.42 with an aggregate grant date fair value for Mr. Kissam $1,056,133; Mr. Tozier $258,139; Mr. Johnson $187,753; Ms. Narwold $246,522; and Mr. Crawford $187,753.
(6)
Includes the actuarial increases in the present values of the named executive officers’ benefits under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. Mr. Kissam had a gain of $1,697,660 in 2019. For a full description of the pension plan assumptions used by us for financial

23



reporting purposes, see Note 15 to our Consolidated Financial Statements filed on Form 10-K for the year ended December 31, 2019.
(7)
All other compensation amounts reported for 2019 include:
All Other Compensation
Name
Company Contribution to Albemarle 401K Plan
Company Contributions to Defined Retirement Benefit in Savings Plan
Company Contributions to Nonqualified Deferred Compensation Plan
Perquisites(a)
Total
Luther C. Kissam IV
$
13,700

$
14,000

$
199,359

$
17,695

$
244,754

Scott A. Tozier
$
13,700

$
14,000

$
73,194

$
16,895

$
117,789

Netha N. Johnson, Jr.
$
10,408

$
14,000

$
121,713

$
158,731

$
304,852

Karen G. Narwold
$
13,700

$
14,000

$
60,780

$
16,301

$
104,781

Raphael G. Crawford
$
13,700

$
14,000

$
58,470

$
26,078

$
112,248

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


24



Compensation Risk Assessment
As part of its oversight of the Company’s executive compensation program, the Committee considers the impact of the Company’s executive compensation program and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Company reviews all employee compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to the Company. At the Committee’s direction, our Chief Human Resources Officer and members of our Human Resources team, together with our Vice President, Audit & Risk Management and members of our internal audit team, conducted a risk assessment of our compensation programs. This assessment included, but was not limited to, evaluation of each compensation program based on the following categories: (i) performance measures, (ii) funding, (iii) performance period, (iv) pay mix, (v) goal setting and leverage, and (vi) controls and processes.
The Committee reviewed the findings of the assessment and concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk-taking. The Committee therefore determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on the Company. In its discussions, the Committee considered the attributes of our programs, including:
The balance between annual and long-term performance opportunities;
Alignment of our programs with business strategies focused on long-term growth and sustained shareholder value;
Dependence upon the achievement of specific corporate and individual performance goals that are objectively determined with verifiable results;
The corporate goals include both financial and stewardship metrics (safety and environment) and have pre-established Threshold, Target and Maximum award limits;
The Executive Compensation Committee’s ability to consider non-financial and other qualitative performance factors in determining actual compensation payouts;
Stock ownership guidelines that are reasonable and align executives’ interests with those of our shareholders; and
Forfeiture and recoupment policy provisions for cash and equity awards.

25



Grants of Plan-Based Awards
The Albemarle Corporation 2017 Incentive Plan (the "Plan") serves as the core program for the performance-based compensation components of our NEO's total compensation. This plan:
Defines the incentive arrangements for eligible participants;
Authorizes the granting of annual and long-term cash incentive awards, stock options, stock appreciation rights, performance shares, performance share units, restricted stock, RSUs and other incentive awards, all of which may be made subject to the attainment of performance goals recommended by management and approved by the Executive Compensation Committee;
Provides for the enumeration of the business criteria on which performance goals are to be based; and
Establishes the maximum share grants or awards (or, in the case of cash incentive awards, the maximum compensation) that can be paid to a participant under the Plan.
With the exception of significant promotions and new executive hires, grants generally are made at the first meeting of the Executive Compensation Committee each year following the availability of the financial results for the prior year. Awards to our named executive officers were made on February 26, 2019, for the 2019 LTIP. These awards consisted of stock options, PSUs and RSUs.
The awards of PSUs vest 50% at the time the Executive Compensation Committee determines the performance relative to the goals after the end of the three-year performance period, with the remaining 50% vesting on the following January 1.
The 2019 stock options fully vest on the third anniversary of the grant date.
The 2019 award of RSUs will vest 50% on the third anniversary of the grant date, while the remaining 50% will vest on the fourth anniversary of the grant date.
For additional information with respect to these awards, please see “Compensation Discussion and Analysis” beginning on page 3.

26



GRANTS OF PLAN-BASED AWARDS
The following table presents information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2019.
Grants of Plan-Based Awards(1)
Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other Stock Awards:
Number of Shares of Stock or Units
All Other Option Awards:
Number of Securities Underlying Options (#)
Base Price per Option Award(4)
Grant Date Aggregate Fair Value of Stock and Option Awards(2)(3)(4)
$
Threshold
Target
Max
Threshold # of shares
Target # of shares
Max # of shares
 
 
$

$
1,250,000

$
2,500,000

 
 
 
 
 
 
 
Luther C. Kissam IV
2/26/2019
 
 
 
 
 
 
 
40,600

91.00
$
1,125,026

 
2/26/2019
 
 
 
 
 
 
12,364

 
 
$
1,056,133

 
2/26/2019
 
 
 
6,182

12,364

24,728

 
 
 
$
1,589,887

 
2/26/2019
 
 
 
6,182

12,364

24,728

 
 
 
$
1,056,133

 
 
$

$
480,000

$
960,000

 
 
 
 
 
 
 
Scott A. Tozier
2/26/2019
 
 
 
 
 
 
 
9,925

91.00
$
275,022

 
2/26/2019
 
 
 
 
 
 
3,022

 
 
$
258,139

 
2/26/2019
 
 
 
1,511

3,022

6,044

 
 
 
$
388,599

 
2/26/2019
 
 
 
1,511

3,022

6,044

 
 
 
$
258,139

 
 
$

$
375,000

$
750,000

 
 
 
 
 
 
 
Netha N. Johnson, Jr.
2/26/2019
 
 
 
 
 
 
 
7,218

91.00
$
200,011

 
2/26/2019
 
 
 
 
 
 
2,198

 
 
$
187,753

 
2/26/2019
 
 
 
1,099

2,198

4,396

 
 
 
$
282,641

 
2/26/2019
 
 
 
1,099

2,198

4,396

 
 
 
$
187,753

 
 
$

$
393,750

$
787,500

 
 
 
 
 
 
 
Karen G. Narwold
2/26/2019
 
 
 
 
 
 
 
9,474

91.00
$
262,525

 
2/26/2019
 
 
 
 
 
 
2,886

 
 
$
246,522

 
2/26/2019
 
 
 
1,443

2,886

5,772

 
 
 
$
371,111

 
2/26/2019
 
 
 
1,443

2,886

5,772

 
 
 
$
246,522

 
 

367,500

735,000

 
 
 
 
 
 
 
Raphael G. Crawford
2/26/2019
 
 
 
 
 
 
 
7,218

91.00
$
200,011

 
2/26/2019
 
 
 
 
 
 
2,198

 
 
$
187,753

 
2/26/2019
 
 
 
1,099

2,198

4,396

 
 
 
282,641

 
2/26/2019
 
 
 
1,099

2,198

4,396

 
 
 
187,753

___________________________________________________
(1)
For additional information with respect to the plan-based awards, please see “Compensation Discussion and Analysis” beginning on page 3.
(2)
Reflects the full grant date fair market value of the PSU award made February 26, 2019, with a performance measure of rTSR calculated at 100% of Target level that vests 50% in 2022 and 50% in 2023 if the performance metrics are met. Assumes a fair value per share of $128.59 using the Monte Carlo valuation method.
(3)
Reflects the full grant date fair market value of the PSU award made February 26, 2019, with a performance measure of ROIC calculated at 100% of Target level that vests 50% in 2022 and 50% in 2023 if the performance metrics are met. Assumes the full grant date fair market values of the PSUs.
(4)
Reflects the full grant date fair market values of the RSU award made February 26, 2019. The restricted stock units will vest in equal increments on the third and fourth anniversaries of the grant date.
(5)
On February 26, 2019, the Committee approved grants of 40,600, 9,925, 7,218, 9,474 and 7,218 options to Mr. Kissam, Mr. Tozier, Mr. Johnson, Ms. Narwold, and Mr. Crawford, respectively, under the Plan. Assumes a fair value per share of $27.71 under the Black Scholes fair value model. The exercise price of each stock option is $91.00, which represents the closing price of our Common Stock as of the date of the grants. The options will cliff vest on the third anniversary of the date of grant, or February 26, 2022. The expiration date of the options is February 25, 2029, ten years from date of grant. If the individual terminates employment with us for any reason prior to the full vesting of such award, the unvested portions of such award will be forfeited. However, if the individual retires, becomes disabled, dies, or is terminated by the company without cause, then the individual will become vested in a pro-rata portion of the stock options.

27



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table presents information concerning the number and value of unexercised options, non-vested stock (including restricted stock units or performance units) and incentive plan awards for the named executive officers outstanding as of the end of the fiscal year ended December 31, 2019.
 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#)Exercisable (1) 
Number of Securities Underlying Unexercised Options (#)Unexercisable(1) 
Option
Exercise
Price ($)
 
Option
Expiration
Date
 
Number Of Shares Or Units Of Stock That Have Not Vested (#) 
Market Value Of Shares Or Units Of Stock That Have Not Vested ($) (2) 

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

Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($) (2) 
Luther C. Kissam IV
40,000


$
56.16

1/30/2021
 
 
 
 
 
 
59,000


$
66.14

2/23/2022
 
 
 
 
 
 
82,390


$
65.00

2/21/2023
 
 
 
 
 
 
81,801


$
63.84

2/23/2024
 
 
 
 
 
 
66,130

33,065

$
56.08

2/23/2025
 
 
 
 
 
 
62,267


$
56.56

2/25/2026
 
 
 
 
 
 

35,740

$
92.93

2/23/2027
 
 
 
 
 
 

26,774

$
118.75

2/22/2028
 
 
 
 
 
 

40,600

$
91.00

2/25/2029
 
 
 
 
 
 
 
 
 
 
8,841
$645,747
(3)
 
 
 
 
 
 
 
10,762
$786,056
(4)
 
 
 
 
 
 
 
8,422
$615,143
(5)
 
 
 
 
 
 
 
12,364
$903,067
(7)
 
 
 
 
 
 
 
 
 
 
35,362
(8)
$
2,582,840

 
 
 
 
 
 
 
21,522
(9)
$
1,571,967

 
 
 
 
 
 
 
16,844
(10)
$
1,230,286

 
 
 
 
 
 
 
12,364
(11)
$
903,067

 
 
 
 
 
 
 
12,364
(11)
$
903,067

Scott A. Tozier
14,500


$
66.14

2/23/2022
 
 
 
 
 
 
16,478


$
65.00

2/21/2023
 
 
 
 
 
 
18,405


$
63.84

2/23/2024
 
 
 
 
 
 
14,880

7,440

$
56.08

2/23/2025
 
 
 
 
 
 
14,010


$
56.56

2/25/2026
 
 
 
 
 
 

8,935

$
92.93

2/23/2027
 
 
 
 
 
 

7,029

$
118.75

2/22/2028
 
 
 
 
 
 

9,925

$
91

2/26/2029
 
 
 
 
 
 
 
 
 
 
1,990
$145,350
(3)
 
 
 
 
 
 
 
2,692
$196,624
(4)
 
 
 
 
 
 
 
2,212
$161,564
(5)
 
 
 
 
 
 
 
3,022
$220,727
(7)
 
 
 
 
 
 
 
 
 
 
7,958
(8)
$
581,252

 
 
 
 
 
 
 
5,382
(9)
$
393,101

 
 
 
 
 
 
 
4,422
(10)
$
322,983

 
 
 
 
 
 
 
3,022
(11)
$
220,727

 
 
 
 
 
 
 
3,022
(11)
$
220,727

Netha N. Johnson, Jr.

7,218

$
91.00

2/25/2029
 
 
 
 
 
 
 
 
 
 
6,616
$483,233
(6)
 
 
 
 
 
 
 
2,198
$160,542
(7)
 
 
 
 
 
 
 
 
 
 
2,198
(11)
$
160,542

 
 
 
 
 
 
 
2,198
(11)
$
160,542


28



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

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

Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($) (2) 
Karen G. Narwold
12,500


$
66.14

2/23/2022
 
 
 
 
 
 
12,359


$
65.00

2/21/2023
 
 
 
 
 
 
12,270


$
63.84

2/23/2024
 
 
 
 
 
 
11,574

5,787

$
56.08

2/23/2025
 
 
 
 
 
 
10,897


$
56.56

2/25/2026
 
 
 
 
 
 

8,042

$
92.93

2/23/2027
 
 
 
 
 
 

6,694

$
118.75

2/22/2028
 
 
 
 
 
 

9,474

$
91.00

2/25/2029
 
 
 
 
 
 
 
 
 
 
1,548
$113,066
(3)
 
 
 
 
 
 
 
2,422
$176,903
(4)
 
 
 
 
 
 
 
2,106
$153,822
(5)
 
 
 
 
 
 
 
2,886
$210,793
(7)
 
 
 
 
 
 
 
 
 
 
6,190
(8)
$
452,118

 
 
 
 
 
 
 
4,844
(9)
$
353,806

 
 
 
 
 
 
 
4,212
(10)
$
307,644

 
 
 
 
 
 
 
2,886
(11)
$
210,793

 
 
 
 
 
 
 
2,886
(11)
$
210,793

Raphael G. Crawford
1,030


$
65.00

2/21/2023
 
 
 
 
 
 
2,046


$
63.84

2/23/2024
 
 
 
 
 
 
2,480

1,240

$
56.08

2/23/2025
 
 
 
 
 
 
7,784


$
56.56

2/25/2026
 
 
 
 
 
 

6,255

$
92.93

2/23/2027
 
 
 
 
 
 

5,021

$
118.75

2/22/2028
 
 
 
 
 
 

7,218

$
91.00

2/25/2029
 
 
 
 
 
 
 
 
 
 
1,106
$80,782
(3)
 
 
 
 
 
 
 
1,884
$137,607
(4)
 
 
 
 
 
 
 
1,580
$115,403
(5)
 
 
 
 
 
 
 
2,198
$160,542
(7)
 
 
 
 
 
 
 
 
 
 
4,422
(8)
$
322,983

 
 
 
 
 
 
 
3,768
(9)
$
275,215

 
 
 
 
 
 
 
3,158
(10)
$
230,660

 
 
 
 
 
 
 
2,198
(11)
$
160,542

 
 
 
 
 
 
 
2,198
(11)
160,542

____________________________________
(1)
The vesting dates for the stock options outstanding are as follows per option grant date:
Grant Date
Vesting Schedule
1/31/2011
Vested in three equal increments on the first, second and third anniversaries of the grant date, or January 31, 2012, 2013 and 2014
2/24/2012
Vested in three equal increments on the first, second and third anniversaries of the grant date, or February 24, 2013, 2014 and 2015
2/22/2013
Vested in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 22, 2016, 2017 and 2018
2/24/2014
Vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 24, 2017, 2018 and 2019
2/24/2015
Vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or February 24, 2018, 2019 and 2020
2/26/2016
Cliff vests on the third anniversary of the grant date, or February 26, 2019
2/24/2017
Cliff vests on the third anniversary of the grant date, or February 24, 2020
2/23/2018
Cliff vests on the third anniversary of the grant date, or February 23, 2021
2/26/2019
Cliff vests on the third anniversary of the grant date, or February 26, 2022

29



(2)
The vesting dates for the stock options outstanding are as follows per option grant date:
(3)
Based on the closing price per share of Common Stock on December 31, 2019, which was $73.04.
(4)
Reflects a RSU award granted in 2016 that vested 50% in 2019 with the remaining 50% vesting in 2020. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”  
(5)
Reflects a RSU award granted in 2017 that will vest 50% in 2020 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”
(6)
Reflects a RSU award granted in 2018 that will vest 50% in 2021 with the remaining 50% vesting in 2022. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”
(7)
Reflects a RSU award granted in 2018 that vests in three equal increments on the third, fourth and fifth anniversaries of the grant date, or August 8, 2019, 2020 and 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”
(8)
Reflects a RSU award granted in 2019 that will vest 50% in 2022 with the remaining 50% vesting in 2021. For further information on the RSU awards, please see “Compensation Discussion and Analysis.”
(9)
Reflects a PSU award granted in 2016 that vested 50% in 2019 with the remaining 50% having vested on January 1, 2020. Assumes 100% vesting of the award at the earned amount of 200% Superior level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”  
(10)
Reflects a PSU award granted in 2017 that if earned will vest 50% in 2020 with the remaining 50% vesting on January 1, 2021. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”
(11)
Reflects a PSU award granted in 2018 that if earned will vest 50% in 2021 with the remaining 50% vesting on January 1, 2022. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”  
(12)
Reflects a PSU award granted in 2019 that if earned will vest 50% in 2022 with the remaining 50% vesting on January 1, 2023. Assumes 100% vesting of the award at a 100% Target level. For further information on the PSU awards, please see “Compensation Discussion and Analysis.”  

30



OPTION EXERCISES AND STOCK VESTED
The following table presents information concerning the exercise of stock options and the vesting of stock (including restricted stock units or performance units) for the named executive officers during the fiscal year ended December 31, 2019.

Option Awards

Stock Awards

Name
Number of Shares Acquired on Exercise (#)
Value Realized on Exercise ($)
Number of Shares Acquired on Vesting (#)
Value Realized on Vesting ($)
Luther C. Kissam IV
36,000

 
$
1,010,160

(1)
42,798

 
$
3,298,442

(2)
 
 
 
 
 
35,360

 
$
3,217,760

(3)
 
 
 
 
 
8,841

 
$
809,570

(4)
Scott A. Tozier
 
 
 
 
9,630

 
$
742,184

(2)
 
 
 
 
 
7,956

 
$
723,996

(3)
 
 
 
 
 
1,990

 
$
182,224

(4)
Netha N. Johnson, Jr.
 
 
 
 
3,309

 
$
243,178

(5)
Karen G. Narwold
 
 
 
 
7,490

 
$
577,254

(2)
 
 
 
 
 
6,188

 
$
563,108

(3)
 
 
 
 
 
1,548

 
$
141,750

(4)
 
 
 
 
 
6,591

 
$
478,704

(6)
Raphael G. Crawford
 
 
 
 
1,606

 
$
123,774

(2)
 
 
 
 
 
4,420

 
$
402,220

(3)
 
 
 
 
 
1,106

 
$
101,276

(4)
___________________________________________________
(1)
On September 13, 2019, Mr. Kissam exercised and sold options for 36,000 shares of Common Stock at a grant price of $41.94 and a sale price of $70.00.
(2)
A PSU award granted in 2015 vested on January 1, 2019. The value realized on vesting was calculated using a value of $77.07 per share, which was the closing price of our common stock on the New York Stock Exchange (“NYSE”) on December 31, 2018.
(3)
A PSU award granted in 2016 vested on February 26, 2019. The value realized on vesting was calculated using a value of $91.00 per share, which was the closing price of our common stock on the NYSE on February 26, 2019.
(4)
A RSU award granted in 2016 vested on February 26, 2019. The value realized on vesting was calculated using a value of $91.57 per share, which was the closing price of our common stock on the NYSE on February 25, 2019.
(5)
A RSU award granted in 2018 vested on August 9, 2019. The value realized on vesting was calculated using a value of $73.49 per share, which was the closing price of our common stock on the NYSE on August 8, 2019.
(6)
A RSU award granted in 2016 vested on May 12, 2019. The value realized on vesting was calculated using a value of $72.63 per share, which was the closing price of our common stock on the NYSE on May 10, 2019.


31



Retirement Benefits
Pension Benefits
In 2004, we implemented a new defined contribution retirement pension benefit (“DCPB”) in the Savings Plan for all non-represented employees hired on or after April 1, 2004. Non-represented employees hired prior to that date continued to participate in our Pension Plan.
On October 1, 2012, the Board of Directors approved an amendment to our retirement plans to freeze accrued benefits in the Pension Plan and SERP effective December 31, 2014, and to provide for non-represented employees hired before April 1, 2004 who are participants in the Pension Plan to (i) become eligible for the DCPB in the Savings Plan effective January 1, 2013, and (ii) receive a one-time employer discretionary contribution in the Savings Plan in December 2012. In addition, the Board of Directors authorized application of a higher benefit formula for calculating accrued benefits in 2013 and 2014 only, as well as including an offset factor that would be applied to accrued benefits earned in 2013 and 2014.
PENSION BENEFITS
The following table presents information concerning the Pension Plan and the SERP. The Pension Plan provides for payments or other benefits to our named executive officers at, following, or in connection with retirement. To the extent benefits under the Pension Plan exceed limits imposed under applicable provisions of the Code, they will be paid under the SERP.
Pension Benefits
Name
Plan Name
Number of Years
Credited Service (#)
 
Present Value of
Accumulated Benefit ($)
(2)(4)

Payments During Last
Fiscal Year
Luther C. Kissam IV
Pension Plan
11.3325

(1)
517,885

 
 --
 
SERP (3)
11.2500

(1)
8,685,133

 
 --
Scott A. Tozier
Pension Plan
 N/A

 
 N/A

 
 N/A
 
SERP
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