Melissa Anderson
ALBEMARLEAbout Melissa Anderson
Melissa H. Anderson, age 60, is Executive Vice President, Chief People and Transformation Officer at Albemarle (ALB). She joined Albemarle in January 2021 as Chief People Officer and assumed enterprise transformation responsibility in November 2024, leading the shift to a fully integrated functional model and execution of the HR strategic plan . During her tenure, Albemarle’s 2024 net sales were $5.4B and adjusted EBITDA $1.14B, and the company’s five‑year total shareholder return (2020–2024) grew from an initial value of $100 to $125 (peer group $126), reflecting a challenging lithium-price environment but continued operational discipline . Say‑on‑Pay support was 85.9% in 2024 (2023: 95%), with the Compensation Committee applying negative discretion and refining incentive metrics to reinforce pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duke Energy | EVP, Administration & Chief HR Officer | 2015–2020 | Led enterprise HR and administration at a major US utility . |
| Domtar Corporation | Senior HR leadership roles | Not disclosed | Human capital leadership in paper/packaging sector . |
| The Pantry, Inc. | Human resources leadership | Not disclosed | Retail operations HR leadership . |
| IBM Corporation | Progressive HR leadership roles | 17 years | Scaled global HR programs and leadership development . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Vulcan Materials | Director (public company board) | Current |
| Society for Human Resource Management (SHRM) | Director; previously Chair | Current/prior |
| HR Policy Association | Advisory Board Member | Current |
| Center for Executive Succession, USC Darla Moore School | Advisory Board Member | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual AIP Bonus ($) |
|---|---|---|---|
| 2024 | 551,250 | 80% | 462,389 |
Notes:
- No NEO salary increases in 2024 (Committee held base salaries flat) .
- Anderson’s 2024 AIP payout reflected 89.9% enterprise score plus a 15% individual modifier (with negative discretion applied at the enterprise level) .
Performance Compensation
2024 Annual Incentive (Enterprise Plan – applied to Anderson)
| Metric | Weight | Target | Actual | Result vs Target | Weighted Business Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 45% | $1,640MM | $1,614MM | 98% | Included in 89.9% business score |
| Adjusted Cash Flow from Operations | 30% | $1,199MM | $1,248MM | 104% | Included in 89.9% business score |
| Stewardship (Occ. safety, process safety, environmental) | 10% | Target levels | 0.13 OSHA rate; severity 11; env. incidents 5 | Mixed (Occ. safety paid 0%) | Included in 89.9% business score |
| Individual Performance | 15% | 0–30% | 15% | 15% | Added to business score |
- Committee exercised negative discretion to align payouts with underlying performance, cutting the enterprise payout by 34 points to 107.5% at the company level; enterprise plan business component for NEOs calculated at 89.9% before individual modifiers .
2024 Long‑Term Incentive Grants (Feb 22, 2024)
| Instrument | Units Granted | Vest/Performance | Notes |
|---|---|---|---|
| Stock Options | 6,417 | Vest 3rd anniversary (2027); 10‑year term; strike $118.18 | Standard vest/expiry; no repricing without shareholder approval |
| RSUs | 2,645 | Vest 3rd anniversary (2027) | Time‑based; no dividends until vest |
| PSUs – rTSR | 2,645 target (794 thr; 5,290 sup) | 3‑yr performance; rTSR vs 2024 peer group; cap at 100% if absolute TSR negative | Measured over 2024–2026; vests Q1 2027 upon certification |
| PSUs – Adjusted ROIC | 2,645 target (794 thr; 5,290 sup) | 3‑yr performance; 30%/100%/200% payout schedule | Measured over 2024–2026; vests Q1 2027 upon certification |
Realized PSU Outcomes (Performance Cycle 2022–2024)
| PSU Metric | Threshold | Target | Superior | Actual | Payout |
|---|---|---|---|---|---|
| rTSR vs 2022 peer group | 30th pct (30%) | 50th pct (100%) | 75th pct (200%) | 5th pct | 0% |
| Adjusted ROIC (3‑yr avg) | 9.75% (30%) | 12.25% (100%) | 14.75% (200%) | 22.03% | 200% |
Anderson’s earned ROIC PSUs (granted Feb 2022) vested at 200%: 2,866 shares from a 1,433 target (430 threshold; 2,866 superior) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 16,791 shares; includes 8,161 shares acquirable within 60 days; 176 shares in Albemarle Savings Plan; <1% of outstanding |
| Phantom shares | 265 phantom shares (deferred stock) |
| Outstanding options (12/31/2024) | 6,417 (2024 unexercisable), 3,168 (2023 unexercisable), 4,366 (2022 unexercisable), 3,795 (2021 exercisable) |
| Unvested RSUs (12/31/2024) | 2,645 (2024), 1,253 (2023), 1,433 (2022), 1,791 (2021 final tranche) |
| Unvested/Unearned PSUs (12/31/2024) | 2024 rTSR 794; 2024 ROIC 794; 2023 rTSR 376; 2023 ROIC 1,253; 2022 rTSR 430; 2022 ROIC 2,866 (earned at max) |
| Ownership guidelines | Executive Officers: 3× base salary; counted at full (vested/phantom) and 60% (unvested); options excluded |
| Compliance | Each NEO compliant (subject to 5‑year phase‑in) as of Mar 12, 2025 |
| Hedging/pledging | Prohibited (no short sales, margin, pledging, hedging) |
| Trading windows | Limited to open windows or under compliant 10b5‑1 plans |
Vesting and potential selling pressure:
- 2024 grants (options/RSUs/PSUs) cliff‑vest in 2027 (PSUs subject to performance/certification), which can concentrate realizations in early 2027; company policy restricts hedging/pledging and trading to open windows .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Benefits/Other |
|---|---|---|---|---|
| Termination without Cause (outside CIC) | 1.5× (salary + target AIP) [applies to NEOs] | No pro‑rata AIP (CEO only) | Pro‑rated vesting of RSUs/options/PSUs (1/36th per full month) | One year outplacement |
| Change‑in‑Control + Qualifying Termination (double trigger) | 2.0× (salary + target AIP) | Pro‑rata AIP (based on target) | Time‑based equity vests in full; PSUs vest (generally at target) per plan; alternative treatments if still public/private per table | Up to 2 years COBRA + financial counseling and outplacement; no excise tax gross‑up |
| Clawbacks | Dodd‑Frank compliant incentive recovery policy (effective Dec 1, 2023) and separate misconduct recoupment policy |
Estimated payments for Melissa Anderson (as of 12/31/2024)
| Event | Severance ($) | AIP ($) | PSUs ($) | RSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary term. (no cause) | 992,252 | — | 349,485 | 297,148 | — | 1,638,885 |
| Disability | — | 462,389 | 349,485 | 503,482 | — | 1,315,356 |
| Death | — | — | 645,256 | 503,482 | — | 1,148,738 |
| CIC + Qual. term. | 1,984,500 | 462,389 | 1,143,917 | 510,282 | 76,706 | 4,177,794 |
Compensation Structure Analysis
- Variable-heavy mix with robust performance linkage: In 2024, other NEOs averaged 79% of target pay “at risk,” with AIP focused on adjusted EBITDA (45%), adjusted CFO (30%), stewardship (10%), and individual (15%), and LTI split PSUs (50%), options (25%), RSUs (25%) . PSU metrics (rTSR and adjusted ROIC) drive multi‑year alignment; 2022–2024 PSU results paid 0% on rTSR and 200% on ROIC, evidencing symmetric outcome sensitivity .
- Program refinements to strengthen alignment: The Committee applied negative discretion to 2024 AIP outcomes (enterprise −34 pts) and adjusted metric weightings (EBITDA/CFO 45%/30%) to emphasize cash flow. For 2025, it introduced Operating Cash Flow Conversion for AIP and a cost‑management LTI metric (replacing adjusted ROIC) to reflect cycle conditions; retained the lithium price modifier with widened bands to avoid windfalls/shortfalls from exogenous pricing .
- Governance safeguards: Double‑trigger CIC, no single‑trigger vesting, no option repricing without shareholder approval, anti‑hedging/pledging, and expanded clawback/recoupment policies .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay support: 2024 approval 85.9% (reflecting the lower share price environment), following 95% in 2023; ongoing investor outreach informed design changes and use of discretion .
- Peer group context: Albemarle maintains a large‑cap chemicals/mining peer set (APD, CE, CC, CTVA, DOW, DD, EMN, FMC, FCX, HUN, MOS, NEM, OLN, WLK) and targets competitive market ranges with regression adjustments to reflect cyclically lower reported revenue (approx. $8B complexity anchor) .
Related‑Party Transactions and Policies
- No related‑party transactions since the beginning of 2024; policy oversight by Audit & Finance Committee .
- Anti‑hedging/pledging/short sales policy and trading windows/10b5‑1 requirements apply to executives .
Retirement, Deferred Comp, and Perquisites
- Retirement programs: Company contributes up to 6% match (Savings Plan) plus 5% DCPB; EDCP provides supplemental deferrals and employer contributions above qualified plan caps .
- 2024 EDCP activity (Anderson): Executive deferrals $98,166; company contributions $75,884; aggregate year‑end balance $707,594; 2024 perquisites totaled $19,132 (financial planning $11,582; $4,000 charitable match; $3,000 executive health; $550 card fee) .
Performance & Track Record (context for transformation remit)
- 2024 actions included reorganization to a fully integrated functional model and cost‑out program achieving over 50% of a $300–$400MM target by year‑end, alongside material capex reductions and network optimization—initiatives that directly tie to the “People and Transformation” portfolio . These efforts continued into 2025 with ongoing cost and productivity improvements and portfolio streamlining .
Investment Implications
- Alignment: Heavy multi‑year PSU weighting with robust metrics, ownership requirements (3× salary), anti‑pledging/hedging, and meaningful clawbacks reduce misalignment risk; 2022–2024 PSU outcomes (0% rTSR/200% ROIC) demonstrate formulaic discipline .
- Retention risk: Material unvested equity through 2027 (options/RSUs/PSUs) plus standard double‑trigger CIC protections and market‑standard severance (1.5× outside CIC; 2× in CIC) support retention through the transformation program; no excise tax gross‑ups .
- Potential selling pressure: 2024 grants cliff‑vest in 2027 (subject to PSU performance/certification); while trading is restricted to open windows/approved plans, concentrated vesting could increase supply near vest dates .
- Governance quality: Use of negative discretion, evolution of metrics toward cash conversion/cost management, and strong policy framework are constructive against cyclical volatility and help sustain investor support (2024 SOP 85.9%) .