Ralf Cramer
ALBEMARLEAbout Ralf H. Cramer
Independent director of Albemarle (ALB) since 2022; age 59 as of the 2025 record date. Career spans senior operating roles in global automotive and manufacturing, including Continental AG Executive Board (2009–2017), President Global Division Chassis & Safety (2008–2013), and President & CEO of Continental China (2013–2017), with deep China market experience and cross‑border M&A advisory since 2018. He serves on ALB’s Audit & Finance and Sustainability, Safety & Public Policy Committees, and is classified independent under NYSE and ALB guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental AG | Executive Board Member | 2009–2017 | Global operations oversight; mobility technologies |
| Continental AG | President, Global Division Chassis & Safety | 2008–2013 | Manufacturing/operations leadership |
| Continental China | President & CEO | 2013–2017 | China market expansion, local leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Knowledge Experienced (automotive/industrial consulting) | Industry Advisor/Consultant | 2018–present | Private advisory |
| Shenzhen Shentou Investment Co. Ltd. (cross-border M&A) | Senior Consultant | 2018–present | Private advisory |
| Knorr‑Bremse Truck (subsidiary) | Director | Dec 2018–present | Subsidiary of Knorr‑Bremse AG (braking systems) |
| Coperion GmbH (subsidiary) | Director | Jan 2024–present | Subsidiary of Hillenbrand Group (plastics tech) |
| Metalsa S.A. | Director | May 2019–May 2024 | Automotive solutions provider |
| BBS Automation GmbH | Director | May 2018–Oct 2023 | Automation solutions provider |
Board Governance
- Independence: Board affirmed Cramer is independent under NYSE and ALB Corporate Governance Guidelines .
- Committee assignments:
- Audit & Finance Committee – Member; 7 meetings in 2024; each member attended at least 86% .
- Sustainability, Safety & Public Policy Committee – Member; 4 meetings in 2024; each member attended 100% .
- Board attendance: Board met 7 times in 2024; all directors attended at least 86%; all directors attended the 2024 Annual Meeting .
- Standing committees are 100% independent; regular executive sessions; anti‑hedging/pledging policies in place for directors .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non‑employee director | $120,000 per year |
| Annual equity retainer | Restricted common stock | $170,000 grant value; granted first trading day of July; vests July 1 following year or at term completion |
| Chair fees (if applicable) | LID $50k; Audit $25k; Comp $20k; N&G $15k; Sustainability $15k; Capital Investment $15k | Program terms; not applicable to Cramer (not a chair) |
| Meeting fees | Not paid | No additional meeting fees |
| 2024 individual compensation (Cramer) | Fees earned | $120,000 |
| 2024 individual compensation (Cramer) | Stock awards (grant date fair value) | $170,468 |
| 2024 total (Cramer) | Total compensation | $290,468 |
Other director program features:
- Deferred compensation available for cash/equity into phantom accounts; dividend equivalents reinvested; unfunded accounts .
- Perquisites: Matching gifts up to $4,000; director training reimbursements; travel reimbursements; medical plan access for one director in 2024 (terminated effective 2025) .
Performance Compensation
Directors do not receive performance‑based bonuses or PSUs; equity awards are time‑based restricted stock (no stock options outstanding for directors) .
| Director Equity Grants (Cramer) | Grant Date | Shares | Vesting Date | Fair Value |
|---|---|---|---|---|
| Annual director grant | Jul 1, 2024 | 1,750 | Jul 1, 2025 | $170,468 |
| Annual director grant | Jul 1, 2025 | 2,725 | Jul 1, 2026 | — |
Vesting schedule and grant mechanics per directors’ plan: equity grant equals $170,000 divided by closing price on grant date (rounded to next 25 shares); grants made first trading day of July; vest as described above .
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Albemarle Corporation | Public | Director | Current |
| Current public company boards (including ALB) | Count | — | 1 |
| Subsidiary boards (Knorr‑Bremse Truck; Coperion GmbH) | Subsidiaries (non‑issuer boards) | Director | Current |
- Related‑party/affiliated transactions: Audit & Finance Committee reported no related person transactions since the beginning of 2024; none proposed .
Expertise & Qualifications
- Manufacturing and operations; global/emerging markets; supply chain/logistics; risk management; strategy; financial literacy; M&A experience (as reflected in Board skills matrix) .
- Automotive industry and China experience; interactions with Chinese industry leaders; international operational and financial leadership .
Equity Ownership
| Holder | Direct Shares | Phantom Shares | Percent of Class | As of |
|---|---|---|---|---|
| Ralf H. Cramer | 3,232 | — | <1% | Mar 12, 2025 |
| Post‑Form 4 update | 5,379 (direct) | — | <1% | Jul 3, 2025 |
- Director stock ownership guidelines: 5× annual cash retainer ($600,000 equivalent); directors must hold at least 50% of net shares until compliant; each non‑employee director was in compliance (subject to 5‑year phase‑in) as of Mar 12, 2025 .
- Anti‑hedging and pledging restrictions apply to directors .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Type | Shares | Notes |
|---|---|---|---|---|
| Jul 3, 2025 | Jul 1, 2025 | Stock award (annual director grant) | 2,725 | Vests Jul 1, 2026; filed under ALB 2023 Directors Plan |
| Jul 3, 2025 | Jul 1, 2025 | Administrative entries | — | Tax withholding related to vesting; dividends settled in shares; standard director plan mechanics |
| Jul 1, 2024 | Jul 1, 2024 | Stock award (annual director grant) | 1,750 | Annual grant to each then‑serving director; vests Jul 1, 2025 |
Governance Assessment
- Committee effectiveness: Cramer sits on two high‑impact oversight bodies—Audit & Finance (financial controls, ERM, cybersecurity) and Sustainability, Safety & Public Policy (HSE, product stewardship), with strong attendance (≥86% for Audit; 100% for Sustainability) in 2024—a positive signal for board engagement .
- Independence and conflicts: Independence affirmed; no related person transactions; anti‑hedging/pledging policy mitigates alignment risks—reducing conflict/entrenchment concerns .
- Ownership alignment: Complies with robust 5× retainer ownership guidelines and continues to receive annual equity grants; beneficial ownership increased to 5,379 shares after the July 2025 grant—supporting “skin‑in‑the‑game” despite director‑level scale (<1%) .
- Compensation structure: Balanced cash/equity retainer; no meeting fees; no director stock options; program design aligns directors with shareholders via time‑based equity; modest perquisites—governance‑friendly profile .
- Attendance and engagement: Board‑wide engagement strong (all directors ≥86% attendance; all attended Annual Meeting), with regular executive sessions and 100% independent standing committees—supports board effectiveness .
RED FLAGS: None disclosed specific to Cramer—no related‑party transactions, no hedging/pledging, and independence affirmed . Board‑wide say‑on‑pay support in 2024 was 85.9% (context for governance environment) .