Alejandro Wolff
ALBEMARLEAbout Alejandro D. Wolff
Independent director at Albemarle since 2015; age 68; Chair of the Executive Compensation & Talent Development Committee and member of the Nominating & Governance Committee. Former U.S. Ambassador to Chile (2010–2013) and to the United Nations (2005–2010) with 33 years at the U.S. Department of State; Managing Director at Gryphon Partners LLC (2014–2016). Identified by the Board as independent under NYSE and Albemarle guidelines; the Board’s standing committees are 100% independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Foreign Service; Ambassador to the UN; Ambassador to Chile; senior posts in Algeria, Morocco, Chile, Cyprus, EU Mission; Deputy Chief of Mission/Chargé in France | 1979–2013; UN 2005–2010; Chile 2010–2013 | Recipient of Distinguished, Superior, and Meritorious Honor Awards; broad international political, economic, commercial affairs expertise |
| Gryphon Partners LLC | Managing Director | 2014–2016 | Global advisory focus on frontier markets |
| Rockwood Holdings, Inc. | Director (predecessor lithium business to ALB) | Prior to 2015 | Lithium industry board experience cited by ALB |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Frontier Group Holdings, Inc. | Director | 2019–current | Current public company directorship |
| PG&E Corporation / Pacific Gas & Electric Company | Director | 2019–2020 | Former public company directorship |
| Versum Materials, Inc. | Director | 2016–2019 | Former public company directorship |
| Current public boards (incl. ALB) | Count | — | 2 current public boards (incl. ALB) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board; 100% independent standing committees |
| ALB Committees | Executive Compensation & Talent Development (Chair); Nominating & Governance (Member) |
| 2024 Board Meetings | Board held 7 meetings; each director attended at least 86% |
| 2024 Committee Meetings/Attendance | Exec Comp & Talent Dev.: 7 meetings; each member ≥86% attendance. Nominating & Governance: 10 meetings; each member ≥90% attendance |
| Executive Sessions | Regular executive sessions of non-management directors; presided by Lead Independent Director |
| Governance Practices | Share ownership guidelines for directors; clawback policies; anti-hedging and pledging; annual Say-on-Pay; no poison pill |
| Related-Party Transactions | None presented since beginning of 2024; none proposed |
| Compensation Interlocks | None; no interlocks or insider participation |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (program) | $120,000 | $120,000 | Program design for non-employee directors |
| Committee Chair Fee – Exec Comp (program) | $20,000 | $20,000 | Program design |
| Fees Earned or Paid in Cash – A. Wolff (actual) | $130,000 | $140,000 | Actual disclosed cash fees |
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Equity Retainer (program) | $170,000 | $170,000 | Restricted common stock; first trading day of July; vesting per program |
| Stock Awards – A. Wolff (grant date fair value) | $171,945 | $170,468 | Actual reported values |
| Shares Granted to each non-employee director | 750 shares (7/3/2023) | 1,750 shares (7/1/2024) | Per equity retainer math at grant price; rounded per plan |
| Vesting and Design | Annual grant vests the following July 1 or upon completion of term if not standing; rounding up to next 25-share increment (2023/2025 plans) | — | Program mechanics |
| Options outstanding (directors) | None | None | “No non-employee Director … has stock options outstanding” |
| Hedging/Pledging | Prohibited | Prohibited | No short sales, hedging, or pledging |
Executive Incentive Metrics (Committee Oversight Signals)
| Metric | Weight | 2024 Result vs Target | Notes |
|---|---|---|---|
| Adjusted EBITDA (Enterprise AIP) | 45% | 98% of target (after lithium price adjustment and negative discretion) | Committee exercised negative discretion, lowering enterprise payout by 34 pts to 107.5% |
| Adjusted Cash Flow from Operations (Enterprise AIP) | 30% | 104% of target | Emphasis shifted to cash conversion; 2025 AIP replaces CFO with OCF Conversion Rate |
| Stewardship (Safety/Environment) | 10% | Varies; Occupational Safety paid 0% due to L3 incident | Safety/process/environment targets; no payout below target |
| Individual Performance | 15% | 15% for CEO and certain NEOs | Individual % approved by Committee |
| LTIP Metrics | 50% rTSR; 50% Adjusted ROIC | 2022–2024 PSU cycle: rTSR 0% payout; ROIC 200% payout (22.03% avg) | 2025 LTI to replace ROIC with cost management metric |
As Chair, Wolff co-signed the Compensation Committee report and oversaw 2024 changes (higher weighting to cash flow, lithium-price modifier retained but bands widened; negative discretion applied), signaling pay-for-performance discipline during commodity downturns .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Albemarle; Frontier Group Holdings (2019–current) |
| Prior public boards | PG&E Corporation (2019–2020); Versum Materials (2016–2019) |
| Interlocks/conflicts | Compensation interlocks: none; related-party transactions: none disclosed since 2024 |
Expertise & Qualifications
- International political, economic, and commercial affairs (Ambassador roles; 33-year State Department career) .
- Lithium industry familiarity via prior Rockwood Holdings board service .
- Committee leadership experience at ALB (Exec Comp Chair; Nominating & Governance member) .
Equity Ownership
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Beneficially owned shares (A. Wolff) | 9,992 | 12,502 | “*” indicates <1% of class |
| Phantom shares (deferred) | 3,453 | 3,510 | Deferred under directors’ plan |
| Ownership guidelines | 5x annual cash retainer; must hold ≥50% of net shares until compliant | All non-employee directors in compliance as of 3/12/2025 | Hedging/pledging prohibited |
| Options | None | None | No unvested equity other than annual grants; no options |
Governance Assessment
- Strengths: Independent director with deep geopolitical and lithium-adjacent experience; Chairs Exec Comp with demonstrated restraint (negative discretion in 2024 AIP), alignment to cash discipline, and thoughtful metric evolution; robust attendance; strong director ownership policy; anti-hedging/pledging; no related-party transactions; no compensation interlocks .
- Shareholder alignment: Director pay mix balanced between cash retainer and equity retainer; equity vesting and no options reduce risk; director compensation unchanged from 2023 to 2024; 2024 Say-on-Pay support 85.9% (below historical levels but majority supportive) .
- Potential red flags: None disclosed regarding related-party transactions, pledging, or attendance; no Form 4 compliance issues cited for directors in 2024 (Section 16(a) compliance affirmed) .
Overall, Wolff’s committee leadership and policy set (no gross-ups, clawbacks, no repricing, no hedging/pledging) are favorable governance signals during a volatile commodity cycle .