Eric Norris

About Eric Norris

Eric W. Norris is Executive Vice President and Chief Commercial Officer of Albemarle (since November 1, 2024); prior roles include President, Energy Storage (through Oct 2024) and President, Lithium (2022) . Company performance during his tenure has been mixed: FY2024 net sales were $5.4B with cash from operations of $702M amid lithium price headwinds , while multi‑year PSU outcomes show rTSR tranches paid 0% for 2021–2023 (20th percentile) and 2022–2024 (5th percentile) even as adjusted ROIC tranches paid 200% (24.8% and 22.0% achieved, respectively) . Albemarle’s 2024 annual incentive results (Enterprise) came in at 98% of target for adjusted EBITDA and 104% for adjusted cash from operations before negative discretion; the Committee reduced payouts to better match underlying performance .

Past Roles

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) design and 2024 execution

• Enterprise AIP weights (applicable to executives in enterprise roles): adjusted EBITDA 45%, adjusted cash from operations 30%, stewardship 10%, individual 15% .
• Lithium price modifier: two‑thirds adjustment to mute commodity volatility (2024 baseline ~$20/kg; 2024 average ~$15.20/kg) .
• 2024 results (Enterprise): adjusted EBITDA 98% of target; adjusted cash from operations 104%; Business performance payout 89.9% after negative discretion .
• Role transition: Norris participated in his GBU plan for 10 months and Enterprise plan for 2 months in 2024 .

Long‑term incentives (LTI) grants and terms

PSU performance outcomes (cycle-level)

Notes: By end of 2024, the average value of outstanding NEO equity grants was ~20% of original grant value, highlighting volatility and potential retention risk .

Equity Ownership & Alignment

Additional alignment policies:

• Stock ownership guidelines: Other executive officers must hold stock equal to 3x base salary; 50% of net shares from vesting must be held until guideline met .
• Compliance: Each non‑employee Director and NEO was in compliance (subject to five‑year phase‑in) as of Mar 12, 2025 .
• Anti‑hedging/anti‑pledging: Hedging, short selling, and pledging are prohibited for Directors and officers .

Employment Terms

• Severance and CIC: Albemarle maintains change‑in‑control agreements for NEOs; none include excise tax gross‑ups . In 2022, the Committee increased severance multiples outside a CIC to 1.5x for other executives (CEO to 2x), aligned benefits continuation with severance period for CIC terminations, and set PSUs to be earned in full at target upon CIC termination (from prorated at greater of actual or target) .
• Equity plan trigger: Albemarle added a double‑trigger to equity plans in 2017 (CIC plus qualifying termination required for vesting) .
• Clawbacks: Two policies—Dodd‑Frank compliant incentive recovery (Dec 1, 2023) and an expanded recoupment policy for misconduct or policy violations—enable recovery/forfeiture of cash and equity awards .
• Benefits programs: NEOs participate in standard benefits (Savings Plan, DCPB, EDCP; limited perquisites), with relocation tax gross‑ups only under standard plans .

Investment Implications

• Pay-for-performance calibration: 79–80% of target pay for non‑CEO NEOs is at‑risk, with 50% of LTI in PSUs tied equally to rTSR and adjusted ROIC; PSU outcomes show sharp divergence—TSR tranches at 0% while ROIC tranches at 200%—indicating strong operational returns but weak equity performance through the lithium down‑cycle .
• Cash discipline signal: 2024 AIP weights shifted toward cash flow (30% vs 25% in 2023), and the Committee applied negative discretion to 2024 payouts to align with underlying performance; for 2025, AIP will replace CFO with Operating Cash Flow Conversion Rate, reinforcing focus on cash generation .
• Selling/vesting pressure: Three‑year cliff vesting concentrates equity vesting, but depressed equity values (average NEO grants ~20% of original by end‑2024) and anti‑hedging/anti‑pledging rules mitigate immediate selling pressure; half of AIP 2023 was settled in stock, modestly increasing shares outstanding to executives .
• Retention and alignment: Policy set—double‑trigger equity, no CIC gross‑ups, robust clawbacks, and ownership guidelines—generally aligns executives with shareholders and reduces controversial optics; however, TSR underperformance (0% rTSR PSU payouts) may weigh on realized pay and retention if recovery lags .
• Governance backdrop: Say‑on‑pay support was 85.9% in 2024 (for 2023 comp), below prior years, reflecting shareholder sensitivity in a down‑cycle; the Compensation Committee maintained peer group methodology and declined to over‑insulate results from lithium prices beyond the established modifier .

Performance Compensation – Detailed Tables

2024 AIP (Enterprise) Targets and Results

Note: Negative discretion reduced Enterprise payout by 34 percentage points (141.5% to 107.5% at Company level) before individual performance factors; Norris’s personal payout combined 97.0% Company/GBU performance with 15% individual factor .

Norris’s AIP Payouts

Say‑on‑Pay, Peer Group, and Policy Highlights

• Say‑on‑Pay: 85.9% approval in 2024 for 2023 compensation .
• Peer group: Broadened in 2023 to include Chemicals and Diversified Metals & Mining (e.g., APD, FCX, MOS, DOW, DD, EMN, FMC, HUN, NEM, OLN, WLK) and maintained into 2025 with regressed sizing to reflect Albemarle’s cyclicality .
• Key policies: Double‑trigger equity vesting on CIC (2017) ; anti‑hedging/anti‑pledging ; Dodd‑Frank clawback and expanded recoupment .

Investment Implications

• Pay mix and policy design strongly align compensation with sustained value creation; however, TSR‑linked awards have paid 0% across recent cycles while ROIC awards paid 200%, emphasizing execution on returns but highlighting market underperformance exposure .
• The lithium price modifier (two‑thirds) and 2025 shift to cash conversion are likely to stabilize bonus outcomes through cycles, limiting windfalls and shortfalls tied to commodity swings .
• Ownership is meaningful but <1%, with compliance to 3x salary guidelines and prohibitions on pledging/hedging; equity values marked down (~20% of original on average for NEOs at end‑2024) temper near‑term selling pressure but could create retention risks if equity does not recover .
• Governance and incentive calibration (no CIC tax gross‑ups, double‑trigger equity, strong clawbacks) reduce red‑flag risk, though 2024’s lower say‑on‑pay support underscores investor scrutiny of pay outcomes versus TSR in a weak pricing environment .