Dean Seavers

About Dean L. Seavers

Independent director at Albemarle since 2018 (age 64), currently Chair of the Capital Investment Committee and a member of the Executive Compensation & Talent Development Committee. Prior roles include senior advisor at Stifel Financial (since 2020), President of National Grid U.S. (2014–2019), Executive Director of National Grid plc (2015–2019), founder/CEO of Red Hawk Fire & Security (2012–2018), and President, Global Services (Fire & Security) at United Technologies (2010–2011). He is described as bringing a strong operational perspective with deep energy, fire safety and technology industry experience, supporting his re‑election to the Board .

Past Roles

External Roles

Board Governance

• Committee assignments (ALB): Chair, Capital Investment; Member, Executive Compensation & Talent Development .
• Independence: Board affirmatively determined Seavers is independent under NYSE standards and company guidelines .
• Attendance and engagement: Each director attended at least 86% of Board and applicable Committee meetings in 2024; Board held seven meetings; regular executive sessions of non‑employee directors were held (LID James J. O’Brien presided) .
• Executive Compensation & Talent Development Committee: 2024 meetings: 7; all members at least 86% attendance. Retains independent compensation consultant (Farient Advisors LLC) and concluded Farient has no conflicts per SEC/NYSE factors .
• Capital Investment Committee (chaired by Seavers): Oversees execution and risk oversight of major capex projects and recommends new major capex to the Board .
• Director retirement policy: Generally directors do not stand for re‑election in the year they reach 72 (exceptions possible) .
• Governance practices include clawback policies on incentive compensation, anti‑hedging/pledging, independent standing committees, and annual say‑on‑pay .

Fixed Compensation

• Program structure: Annual cash retainer $120,000; Capital Investment Committee Chair fee $15,000; no meeting fees; equity retainer $170,000 annually in restricted common stock .
• Other director benefits: Matching Gifts Program up to $4,000; medical plan access ended effective 2025; director training and development reimbursement; travel reimbursements .
• Deferred compensation: Directors may defer cash and/or stock into deferred cash or phantom stock accounts under the 2023 Directors Plan .

Performance Compensation

• Committee oversight context (executive incentives the committee governs, not director pay):
  • Short‑term incentive metrics and weights for NEOs: Adjusted EBITDA (45%), Adjusted Cash Flow from Operations (30%), Stewardship (10%), Individual (15%) .
  • Long‑term PSU metrics/weights for NEOs: Relative TSR (50%), Adjusted ROIC (50%) .
  • Program guardrails: no tax gross‑ups (except standard relocation), no single‑trigger CIC vesting, no option re‑pricing without shareholder approval, no hedging/pledging of Company stock .

Other Directorships & Interlocks

• Current and prior public boards listed above; no compensation committee interlocks and no relationships disclosed under “Certain Relationships and Related Transactions.” The executive officers of ALB did not serve as directors or compensation committee members of another entity where that entity’s executive officer serves on ALB’s Board/Comp Committee .
• Related-party transactions: The Audit & Finance Committee reported no related person transactions since the beginning of 2024; policy applies to transactions >$120,000 involving related persons and requires arm’s‑length terms and committee approval .

Expertise & Qualifications

• Operational leadership across energy, fire safety, and technology sectors; brings an operational perspective and vision relevant to end uses of ALB products .
• Not designated an Audit Committee Financial Expert per the proxy’s competency grid .
• Serves as Capital Investment Committee Chair and member of Executive Compensation & Talent Development, aligning skills with oversight of major capex and human capital/compensation governance .

Equity Ownership

• Director ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual cash retainer; directors must retain at least 50% of net shares vesting until compliant; each non‑employee director was in compliance (subject to five‑year phase‑in) as of March 12, 2025 .
• Anti‑hedging/pledging: Company policy prohibits hedging, short selling, margin accounts, and pledging/hypothecating Company stock by directors and employees .
• Section 16 compliance: Based on ALB’s review, directors and officers were compliant with applicable filing requirements in 2024 .

Insider Filings (reference)

Governance Assessment

• Strengths

  • Independent director with seven years of board tenure; active leadership as Capital Investment Committee Chair and member of Executive Compensation & Talent Development .
  • Attendance at least 86% across Board and committees in 2024; Board held seven meetings; regular executive sessions provide independent oversight .
  • Robust alignment policies: Director ownership guideline (5x retainer) with compliance confirmed; anti‑hedging/pledging; clawbacks on incentive compensation .
  • Compensation committee retains an independent consultant (Farient) with no conflicts; clear performance metrics and risk controls in executive pay programs overseen by the committee .

• Potential Risks / RED FLAGS to monitor

  • Multiple external board roles (CenterPoint, AMETEK) can increase time commitments, though 2024 attendance met thresholds .
  • No related person transactions disclosed for 2024; continue monitoring interlocks and related-party exposures per policy .
  • Not an Audit Committee Financial Expert; ensure appropriate financial expertise coverage across committees .