Document

DEF 14A 1 esi2022noticeproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.___)

_______________________

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Check the appropriate box:

¨ Preliminary Proxy Statement

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ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

Element Solutions Inc

(Name of Registrant as Specified In Its Charter)

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						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394

April 22, 2022

Dear Fellow Stockholders:

I am pleased to invite you to the 2022 Annual Meeting of Stockholders of Element Solutions Inc which will be held on Tuesday, June 7, 2022 at 11:00 a.m. (Eastern Time). You will find information about the meeting, including how to participate and the matters to be voted on, in the Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter.

Your vote is important. Please vote your proxy promptly so your shares can be represented. You may vote by proxy via the Internet or telephone or, if you received paper copies of the proxy materials via mail, you may also vote by mail by following the instructions on your proxy card. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.

On behalf of our Board of Directors and management, thank you for your continued support.


Sincerely,

Benjamin Gliklich
President and Chief Executive Officer


						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time	June 7, 2022 at 11:00 a.m. (Eastern Time)

Place	Virtual meeting via the Internet at www.virtualshareholdermeeting.com/ESI2022*

Items to be Voted on	1.	Elect eight directors for one-year term expiring at the 2023 annual meeting of stockholders
	2.	Approve, on an advisory basis, the compensation of our named executive officers in 2021
	3.	Vote, on an advisory basis, on the frequency of future votes to approve executive compensation
	4.	Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022

	5.	Transact such other business as may properly come before the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") and any adjournment or postponement of the 2022 Annual Meeting

	The above matters are fully described in this year's proxy statement (the "Proxy Statement"). We have not received notice of any other matters to be presented at the 2022 Annual Meeting.

Who Can Vote	Only stockholders of record as of the close of business on April 11, 2022 (the "Record Date") may vote at the 2022 Annual Meeting.

* As part of our effort to maintain a safe and healthy environment at the 2022 Annual Meeting for our employees and stockholders, we decided to proceed with a virtual-only meeting this year via live audio webcast. Be sure to have your 16-digit Control Number available in order to join the meeting.

By Order of the Board of Directors,


John E. Capps
Executive Vice President, General Counsel and Company Secretary
April 22, 2022

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting to be held on June 7, 2022: The Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2021 (the "2021 Annual Report") and the accompanying proxy card are available at www.proxyvote.com.

We are making this Notice of Annual Meeting of Stockholders, the Proxy Statement and the form of proxy first available on or about April 22, 2022.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority," "strategy," "objective" and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the Company's ability to drive sales and performance in terms of adjusted EBITDA, adjusted organic EBITDA compound annual growth rate ("EBITDA CAGR"), adjusted earnings per share ("EPS"), cash return on investment ("CRI"), free cash flow, organic net sales growth, gross margin and working capital (as % of net sales); meeting financial and/or strategic long-term goals; expected key drivers of performance; probability of achievement of the performance target related to certain performance-based restricted stock units; outlook for the Company's markets and the demand for its products; the effects of global economic conditions, including as a result of the coronavirus (COVID-19) pandemic, on the Company's business and financial condition; general views about the Company's future operating results, earnings growth, cash generation and capital allocation; environmental, social and governance ("ESG") initiatives, priorities and goals; risk management program; business and management strategies; and other factors that could affect the Company's future financial position or results of operations, including, without limitation, statements made in the "COMPENSATION DISCUSSION AND ANALYSIS" section included in this Proxy Statement.

These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors, which we describe in the "Risk Factors," "Quantitative and Qualitative Disclosure about Market Risk," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our 2021 Annual Report and/or subsequent filings with the Securities and Exchange Commission (the "SEC"). Any forward-looking statement included in this Proxy Statement is based only on information currently available to us and speaks only as of the date on which it is made. Accordingly, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures we make on related subjects in the Company’s filings with the SEC.

This Proxy Statement includes references to our website and references to additional information and materials found on our website. Our website and such information and materials are not incorporated by reference in, and are not part of, this Proxy Statement.

iii


TABLE OF CONTENTS

LETTER TO STOCKHOLDERS FROM OUR CEO		i

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		ii

Caution Regarding Forward-Looking Statements		iii

PROXY STATEMENT		1

PROPOSAL 1 - ELECTION OF DIRECTORS		1

	Board Membership Criteria and Selection	2
	Board Diversity and Tenure	2
	Candidates Nominated by Stockholders	3
	Directors Nominees	3

CORPORATE GOVERNANCE		8

	Corporate Governance Highlights	8
	Corporate Governance Guidelines	9
	Stockholder Engagement	9
	Environmental, Social and Governance Initiatives	10
	Role of the Board of Directors	13
	Board Meetings	13
	Board Leadership Structure	14
	Director Independence	14
	Board Committees	15
	Audit Committee	15
	Compensation Committee	16
	Compensation Committee Interlocks and Insider Participation	18
	Nominating and Policies Committee	18
	Board and Committee Assessment Process	19
	Succession Planning	19
	Risk Management and Oversight	19
	Corporate Responsibility and Sustainability	20
	Certain Relationships and Related Transactions	21
	Related Party Transaction Policy	21
	Transactions with Related Parties	21
	Involvement in Certain Legal Proceedings	22

DIRECTOR COMPENSATION		22

	Director Compensation Program	22
	Director Compensation in 2021	23
	Indemnification	24

EXECUTIVE OFFICERS OF THE COMPANY		24

EXECUTIVE COMPENSATION		25
	COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 25)
	Report of the Compensation Committee	42


TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES		43

	2021 Summary Compensation Table	43
	Pay Ratio	44
	Grants of Plan-Based Awards in 2021	45
	Outstanding Equity Awards at Year End	46
	Option Exercises and Stock Vested in 2021	48
	Termination and Change in Control Arrangements	48
	Potential Payments upon Termination or Change in Control	49
	Post-Employment Payments	50
	2021 Pension Benefits	52
	2021 Non-qualified Deferred Compensation	53
	Equity Compensation Plan Information	53

SECURITY OWNERSHIP		54

	Directors and Executive Officers	54
	Principal Beneficial Owners	55

PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION		57

PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION		58

PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022		58

	Report of the Audit Committee	59
	Principal Accountant Fees and Services	60
	Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services	60



INFORMATION ABOUT THE MEETING AND VOTING		61

OTHER MATTERS		67

	Stockholder Proposals	67
	List of Stockholders Entitled to Vote at the 2022 Annual Meeting	68
	Proxy Solicitation Costs	68
	Communication with the Board of Directors	68
	Available Information	69

APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS		69

PROXY CARD		74


						500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 7, 2022

The Board of Directors (the "Board of Directors" or the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "our," "we" or "us") is soliciting your proxy to vote at the 2022 Annual Meeting. In accordance with the SEC rules, we are providing access to our proxy materials to our stockholders over the Internet, rather than in paper form, which reduces the environmental impact of the 2022 Annual Meeting and its related costs.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors are elected annually. Our certificate of incorporation, as amended (the "Certificate of Incorporation"), provides that the Board should consist of one or more members as determined from time to time by the Board. In accordance with the Company's Board of Directors Governance Principles and Code of Conduct, the Board believes that, given the size of the Company and the breadth of needed expertise and diversity, the optimal size of the Board is at least seven directors. Our Board is currently composed of eight members. Directors serve terms of one year expiring at the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified or until their earlier death, resignation or removal.

Upon recommendation of the Nominating and Policies Committee, our Board has nominated eight director nominees for election at the 2022 Annual Meeting, each for a one-year term ending at the time of the Company's 2023 annual meeting of stockholders, unless otherwise decided as indicated above. All director nominees were elected to their present terms as members of the Board at the Company's 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting").

2022 Director Nominees

Sir Martin E. Franklin, KGCN

(Executive Chairman)

Michael F. Goss

(Independent Lead Director)

Benjamin Gliklich (CEO)

Christopher T. Fraser

Ian G.H. Ashken

Nichelle Maynard-Elliott

Elyse Napoli Filon

E. Stanley O'Neal

In accordance with our amended and restated by-laws (the "Amended and Restated By-Laws"), a majority of the votes cast at any meeting of stockholders is required for the election of directors, except in the case of a contested election where a plurality vote standard would apply. "A majority of the votes cast" means that the number of shares voted "For" a director nominee exceeds the votes cast "Against" such nominee. We believe this majority vote system enables stockholders to hold directors accountable in defeating or supporting their election.

We expect that all nominees will be available for election, but if any of the nominees is unable to serve, or for good cause will not serve, the proxy holders named on the proxy card may exercise discretionary authority to vote for substitutes proposed by the Board.

Board Membership Criteria and Selection

The Nominating and Policies Committee of the Board is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its recommendations, the Committee considers various criteria, which may change over time as our business and/or industry evolve and as the composition of the Board changes. Our Nominating and Policies Committee strives to ensure that the Board is composed of directors who bring diverse viewpoints, perspectives and backgrounds while maintaining an appropriate balance of tenure, turnover, diversity and skills on the Board.

As indicated in its charter, the Nominating and Policies Committee selects candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who it believes would be most effective, in conjunction with the other Board directors, at serving the long-term interests of our stockholders. In evaluating nominees, the Committee takes into consideration, at a minimum, the following attributes: leadership, integrity, independence, interpersonal skills, financial acumen, business experiences, industry knowledge, and diversity of viewpoints. The Committee believes that these general qualifications will enable elected directors to contribute meaningfully to the leadership of our Board and to effectively guide and supervise management in driving the Company’s growth as well as its financial and operational performance.

The Committee also considers experience that would best complement those already represented on the Board, the need for specialized expertise and anticipated retirements to define gaps that may need to be filled through the Board refreshment process. Once a candidate is identified, the Committee seeks input and participation from other Board members and other appropriate sources so that all points of view are considered and the best possible candidates selected.

Each director nominee has consented to being named in this Proxy Statement and to serve as a director if elected. There is no arrangement or understanding pursuant to which any of the director nominees was selected and there is no family relationship between any of them and any of the Company's officers or other directors.

Board Diversity and Tenure

Although there is no specific policy regarding Board diversity quotas, racial, ethnic, age and gender diversity are factors that the Nominating and Governance Committee considers in identifying and selecting director nominees. We believe that diversity fosters a variety of viewpoints and, consequently, a more constructive and effective decision-making process.

Our Board of Directors Governance Principles and Code of Conduct does not impose tenure limits on its directors, other than a mandatory retirement age of 73 and the requirement to stand for election annually at the annual meeting of stockholders. Considering the complexity and breadth of our industry and our businesses, the Nominating and Policies Committee and the Board recognize the importance of having a blend of longer-serving directors with a deep understanding of our operations and the markets we serve, and more recent additions who are able to provide fresh perspectives.

The Board strives to foster an environment that encourages diverse critical thinking and innovative, strategic discussions to achieve a higher level of success for the Company. We believe our nominees as a group complement each other and each other’s respective experiences, skills and qualities.

Currently, two of our eight directors and director nominees are women, or 25% of our Board. 75% of our directors are independent, a percentage we have sought to improve over time. As of today, the median tenure of our directors is 5.8 years with the longest tenure at 8.5 years and the appointment of 3 new independent directors within the past 4 years.

We believe that the existing members of our Board provide valuable insights and have contributed significantly to the success of our Company. The Board recognizes, however, the importance of planning for the succession of

Board leadership and of bringing on new members. Below is a summary of our latest Board and Committee appointments:

2021 Board and Committee Refreshment

Elyse Napoli Filon

Elected as a director in replacement of a non-independent director

Nichelle Maynard-Elliott

Appointed as chair of the Audit Committee

Christopher T. Fraser

Appointed as a member of the Nominating and Policies Committee

Michael F. Goss

Appointed as a member of the Compensation Committee

Candidates Nominated by Stockholders

The Nominating and Policies Committee will also consider director nominees recommended by stockholders. In accordance with our Amended and Restated By-Laws, stockholders who wish to nominate a candidate for consideration by the Committee for election at the Company's 2023 Annual Meeting of Stockholders may do so by delivering written notice, no earlier than the close of business on February 7, 2023 and no later than the close of business on March 9, 2023, of such nominees’ names to Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, Attention: Company Secretary.

Any stockholder proposing a nomination must be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to notice of, and to vote at, the Company's 2023 Annual Meeting of Stockholders, and must comply with the applicable notice procedures set forth in our Amended and Restated By-Laws. For further information, see "OTHER MATTERS - Proposals by Stockholders" in this Proxy Statement.

No stockholder nomination was submitted in connection with the 2022 Annual Meeting.

Vote Required

Any director nominee who receives a greater number of votes "For" than votes "Against" his or her election will be elected to the Board. Abstentions will have no effect on the results of this vote.

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE "FOR"

THE ELECTION OF EACH DIRECTOR NOMINEE

Directors Nominees

Our Board of Directors believes that the director nominees as a group have backgrounds and skills important for our business. The biographies below summarize the experience, qualifications, attributes and skills that qualify our nominees to serve on the Board:


Sir Martin E. Franklin, KGCN

Business Experience Sir Martin, our founder, was appointed as Executive Chairman of the Board in January 2019 after having served as Chairman of the Board since October 2013. He is the Founder and CEO of Mariposa Capital LLC, a Miami-based family investment firm focused on long-term value creation across various industries ("Mariposa Capital"), and Chairman and controlling shareholder of Royal Oak Enterprises, LLC. He is also co-founder and co-Chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation, and serves as principal and executive officer of a number of private investment entities and charities. Sir Martin was the founder and Chairman of Jarden Corporation ("Jarden") from 2001 until April 2016 when Jarden merged with Newell Brands Inc. ("Newell"). He was appointed to Jarden's board of directors in June 2001 and served as Jarden's Chairman and Chief Executive Officer from September 2001 until June 2011, at which time he was appointed as Executive Chairman. In the past five years, he also served on Newell's board from April 2016 to January 2018 and Restaurant Brands International Inc.'s board from December 2014 to October 2019. Sir Martin graduated from the University of Pennsylvania. Qualifications Sir Martin brings to our Board unique guidance and insight based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries, including with respect to leadership, corporate strategies, culture, capital allocation as well as M&A and capital market strategies.
						Committees
						None
						Public Company Boards
						APi Group Corporation
						Nomad Foods Limited
						Age: 57
						Director Since: 2013
						Executive Chairman of the Board


Benjamin Gliklich

Business Experience Mr. Gliklich was named Chief Executive Officer of Element Solutions in January 2019 and appointed as President of the Company in July 2020. He previously served in several capacities for the Company, including Executive Vice President - Operations and Strategy from April 2016 to January 2019, Chief Operating Officer from October 2015 through April 2016 and VP - Corporate Development, Finance and Investor Relations from January to October 2015. He joined the Company as Director of Corporate Development in May 2014. Prior to joining the Company, Mr. Gliklich worked for General Atlantic, a global growth-oriented private equity firm, and Goldman Sachs & Co. Mr. Gliklich holds an A.B. Cum Laude from Princeton University and an MBA with distinction from Columbia Business School. Qualifications Based on his extensive managerial and operational experience at Element Solutions, Mr. Gliklich provides significant insight into our global business operations and markets we serve. He brings to the Board valuable expertise in the areas of business strategy, leadership development and talent management, business development, corporate development and capital markets, which are directly translatable to his work as President and CEO of the Company.
						Committees
						None
						Public Company Boards
						None
						Age: 37
						Director since: 2019
						President and CEO of Element Solutions


Ian G.H. Ashken

Business Experience Mr. Ashken is currently a member of the boards of directors of Nomad Foods Limited and APi Group Corporation, and a director or trustee of a number of private companies and charitable institutions. Mr. Ashken was the co-founder and Vice Chairman of Jarden from 2001 until April 2016, and President of Jarden from June 2014 until April 2016 when Jarden merged with Newell. Mr. Ashken was also a member of the Jarden board from 2001 until April 2016 and served as Jarden's Chief Financial Officer until June 2014. During the past five years, Mr. Ashken served as a director of Newell from April 2016 until January 2018. Qualifications Mr. Ashken brings to the Board significant knowledge in the areas of finance, public accounting, internal audit, risk management and M&A. His executive management positions as Vice Chairman and/or Chief Financial Officer also bring the Company significant leadership, planning and management skills and background.
						Committees
						Compensation
						Nominating and Policies (Chair)
						Public Company Boards
						APi Group Corporation
						Nomad Foods Limited
						Age: 61
						Director since: 2013
						Independent


Elyse Napoli Filon

Business Experience Ms. Filon has served as a Strategic Financial Advisor of GCP Applied Technologies Inc. (“GCP”) from November 2016 to June 2019. She served a lead role in structuring and implementing the spin-off of GCP from W.R. Grace & Co. (“W.R. Grace”) in 2016 and continued to advise GCP on global M&A structuring, tax planning, treasury management and special projects. Prior to that, Ms. Filon worked at W.R. Grace for 20 years, assuming various international finance leadership roles, ultimately serving as Vice President, Officer – Tax and Treasury from 2012 through June 2016. Ms. Filon has extensive experience in global tax and treasury planning, M&A and cross functional finance initiatives. Before joining W.R. Grace, she served as International Tax Counsel at Sterling Winthrop Pharmaceuticals after having practiced law with the firm Kelley, Drye & Warren LLP. Ms. Filon holds a J.D. degree from Harvard Law School and a B.A. degree from Rutgers University. Qualifications Ms. Filon brings to the Board her deep industry and business experience as well as leadership skills from having worked at a peer specialty chemicals company for 20 years. She also contributes her extensive experience in global tax structuring and planning, M&A activities, and treasury and tax operations management.
						Committees
						Audit
						Public Company Boards
						None
						Age: 61
						Director since: 2021
						Independent


Christopher T. Fraser

Business Experience Mr. Fraser has served as Chairman of the Board of KMG Chemicals Inc. ("KMG") from December 2012 to November 2018 and was a director of KMG from May 2008 to November 2018. He also served as CEO and President of KMG from September 2013 to November 2018 after serving as CEO and President of KMG on an interim basis from July 2013 to September 2013. From 2006 to 2009, Mr. Fraser was the President and CEO of Chemical Lime Company, a North American producer of calcium based (limestone), alkaline products with various industrial applications. Before joining Chemical Lime Company, Mr. Fraser was President and CEO of OCI Chemical Corporation, a wholly-owned subsidiary of DC Chemical Co. ("OCI") from 1996 to 2006. Prior to joining OCI, Mr. Fraser held various positions of responsibility in sales, marketing, business development, operations and general management. Mr. Fraser is currently a senior operating director for SK Capital Partners since 2020. He is also a director of several private companies: NuCera Solutions LLC, Techmer PM, LLC and Smart Chemical Solutions, LLC. During the past five years, he served as a director of PHX Minerals Inc., fka Panhandle Oil and Gas Inc. (NYSE:PHX), from 2019 to 2022, where he was a member of its Audit and Compensation committees. From 2011 to 2018, he was also an Operating Partner of Advent International Corp., which he advised on transactions in the industrial sector. Mr. Fraser holds a Bachelor of Science in Chemistry and in Business Administration from the University of Connecticut as well as a Master of Business Administration from Pepperdine University. Qualifications Mr. Fraser's extensive work with multiple chemicals companies has provided him with significant industry, M&A and management experience, including in strategic planning and business development. His private equity experience is also an important asset to the Board, along with his 25 years of experience as a Chief Executive Officer and background in Chemistry.
						Committees
						Compensation (Chair)
						Nominating and Policies
						Public Company Boards
						None
						Age: 64
						Director since: 2019
						Independent


Michael F. Goss

Business Experience Mr. Goss was the Chief Financial Officer of Condé Nast from January 2020 to December 2020. Prior to joining Condé Nast, Mr. Goss was Executive Vice President and Chief Financial Officer of Sotheby's, Inc. from March 2016 to October 2019. Prior to Sotheby's, he served in various senior management capacities at Bain Capital, LLC ("Bain Capital") for 13 years until December 2013, beginning in 2001 as Managing Director and Chief Financial Officer and assuming the additional role of Chief Operating Officer in 2004. Mr. Goss graduated from Kansas State University with a BS in economics and received an MBA with Distinction from Harvard Business School. Qualifications Mr. Goss is an accomplished finance leader with extensive senior management experience as a Chief Financial Officer and managing director. His extensive financial insight, including with respect to internal audit, and deep understanding of global, complex businesses add considerable value and guidance to our Board and Audit Committee.
						Committees
						Audit
						Compensation
						Public Company Boards
						None
						Age: 62
						Director since: 2013
						Independent Lead Director


Nichelle Maynard-Elliott

Business Experience Ms. Maynard-Elliott served as Executive Director, Mergers & Acquisitions for Praxair, Inc. ("Praxair") from 2011 to June 2019 and is currently a board member of Xerox Holdings Corporation where she serves as a member of its Audit committee, and Lucid Group, Inc. where she serves on its Nominating and Governance committee. She is also a trustee of the Advisors' Inner Circle Fund III. Ms. Maynard-Elliott had joined Praxair in 2003 as Senior Counsel responsible for M&A and commercial transactions for Praxair’s U.S. packaged gases and healthcare businesses. Ms. Maynard-Elliott served as Assistant General Counsel of Praxair from 2007 to 2011 and transitioned to the role of Executive Director, M&A in 2011. She is admitted to practice in New York. Ms. Maynard-Elliott graduated from Brown University with a B.A. in Economics, and received her J.D. from Columbia University School of Law. Qualifications Ms. Maynard-Elliott brings to the Board her robust industry experience having served at one of the largest industrial gas companies. As a corporate dealmaker, she also contributes a deep understanding of the value of M&A and her significant experience overseeing and executing transactions and growth initiatives in markets worldwide. Her experience as a practicing attorney is also an important asset, which allows her to provide additional support and perspective to our Board and our CEO.
						Committees
						Audit (Chair)
						Public Company Boards
						Lucid Group, Inc.
						Xerox Holdings Corporation
						Age: 53
						Director since: 2018
						Independent


E. Stanley O' Neal

Business Experience Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. ("Merrill Lynch") until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Currently, Mr. O’Neal is a board member of Clearway Energy, Inc. where he serves as a member of their Compensation committee and Audit committee. He is also a director and member of the Compensation and Benefits committee and the Chair of the Governance and Nominating committee of Arconic Corporation, an aluminum manufacturing company and the former parent of Alcoa Inc. During the past five years, Mr. O'Neal was a director and member of Arconic, Inc.'s Audit committee from 2016 to 2020 and Finance Committee from 2017 to 2020. Mr. O’Neal graduated from Kettering University with a degree in industrial administration and received his MBA from Harvard Business School. Qualifications Mr. O'Neal brings to the Board his extensive executive experience, financial expertise, strong leadership skills and his experience as a board member of other public companies which enable him to provide unique guidance to our Board and management team.
						Committees:
						Nominating and Policies
						Public Company Boards
						Arconic Corporation
						Clearway Energy, Inc.
						Age: 70
						Director since: 2013
						Independent

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to sound corporate governance and high ethical standards which promote stockholders' long-term interests, strengthens Board and management accountability, and improves our standing as a trusted corporate citizen. Our corporate governance practices include:


Independent Oversight	l	75% independent Board (6 out of 8)
	l	100% independent Board Committees
	l	Only one Board member is a Company executive
	l	Separation of CEO and Chairman roles
	l	Independent Lead Director
	l	Regular executive sessions of independent directors at Board meetings (chaired by the independent Lead Director) and Committee meetings (chaired by independent Committee chairs)

Board & Committee Composition	l	Focus on diversity with 2 women directors, or 25% of the Board
	l	1 female director serving in a Board leadership position (chair of the Audit Committee)
	l	3 new independent directors within the past 4 years
	l	Executive and Board succession planning process
	l	Median tenure of directors of 5.8 years
	l	Annual Board and Committee assessments
	l	Mandatory retirement age of 73

Stockholder Rights	l	Annual election of all directors
	l	Majority-vote and director resignation policy for directors in uncontested elections
	l	One class of outstanding shares with each share entitled to one vote
	l	No controlling stockholder

Governance Practices	l	Formal corporate governance policies that apply to directors and all employees, including our NEOs (as defined herein) and senior financial officers. See "— Corporate Governance Guidelines" below
	l	A meaningful portion of total executive compensation is "at-risk"
	l	All annual and long-term incentive awards are subject to clawback by the Company
	l	Prohibition on hedging, pledging or short sales of Company stock
	l	Robust stock ownership requirements for executives (5x salary for CEO)
	l	Regular stockholder communication and engagement

ESG Accountability	l	Formal governance structure to drive our Environmental, Social and Governance ("ESG") efforts and strategy with Board oversight
	l	Commitment to sustainability and publicly-announced sustainability goals
	l	ESG disclosures following industry-leading ESG reporting standards (GRI and SASB) and TCFD framework

Corporate Governance Guidelines

The Board adopted a comprehensive plan of governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and ensuring compliance with such responsibilities and standards. This framework, which is in direct support of our Company's core values, gives our highly-experienced directors the structure necessary to provide the Company with sound and appropriate oversight. Our corporate governance guidelines include the following:

Board of Directors Governance Principles and Code of Conduct

Our Board of Directors Governance Principles and Code of Conduct (the "Directors Governance Principles") applies to our directors and sets forth our governance principles relating to, among other things:

•Size and composition of the Board;

•Director independence;

•Director qualifications and responsibilities;

•Mandatory retirement age for independent directors at 73;

•Board structure and meetings;

•Board and management succession planning;

•CEO evaluation;

•Performance evaluation of the Board and its Committees.

In accordance with the Directors Governance Principles, the Board has designated Mr. Goss to serve as a non-executive lead director (the "Lead Director") and promote strong, independent oversight of the Company's management and affairs. See "— Board Leadership Structure" below.

Business Conduct and Ethics Policy

Our Business Conduct and Ethics Policy (the "Code of Conduct") is the ethical compass of the Company and an essential element of our core values. It establishes our high standards with respect to ethical conduct applicable to all our directors, officers, employees, contractors and consultants. The Code of Conduct addresses, among other things, compliance with laws, competition and fair dealing, misconduct, conflicts of interest, financial matters and external reporting, Company funds and assets, confidentiality and corporate opportunity requirements, and the process for reporting violations.

Code of Ethics for Senior Financial Officers

The Board also adopted a Code of Ethics for Senior Financial Officers (the "Financial Officer Code of Ethics"), which is applicable to the CEO, CFO and Chief Accounting Officer of the Company (collectively, the "Financial Officers") in addition to our Code of Conduct. The Financial Officer Code of Ethics defines additional specific requirements, beyond our Code of Conduct, to which the Financial Officers are bound. The Financial Officer Code of Ethics is designed to promote honest and ethical conduct, confidentiality, proper disclosure in the Company's SEC filings and compliance with applicable laws, rules and regulations.

These corporate governance guidelines are publicly available in the Investors – Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Any waiver of our Code of Conduct or, with respect to any Financial Officer, our Financial Officer Code of Ethics, may only be authorized by our Board and the Board's Audit Committee, respectively. Any such waiver will be disclosed on our website as promptly as practicable, as may be required under applicable NYSE and SEC rules.

Stockholder Engagement

Effective corporate governance includes regular, constructive conversations with our stockholders to proactively seek stockholder insights and to answer stockholder inquiries. We maintain an active dialogue with our stockholder base to ensure we consider a diversity of perspectives on various issues. This ongoing dialogue allows our management team to update investors on a range of topics and helps management to gain an understanding of the perspectives and concerns of investors. It also promotes greater alignment of our governance and executive compensation practices with our stockholder's interests.

Our Investor Relations team coordinates our stockholder engagement initiatives. In general, our management team, including Benjamin Gliklich, our CEO, Carey J. Dorman, our CFO, and certain Board members, when deemed appropriate, provide regular updates regarding the Company’s performance and strategic actions to the investor community and participate in numerous investor conferences, one-on-one meetings, earnings calls and investors and analyst conversations. In February 2022, the Company also hosted an Investor Day, during which Mr. Gliklich, Mr. Dorman and other members of our executive team provided an in-depth review of our updated growth strategy and financial targets. The Company also communicates on an on-going basis with stockholders and other stakeholders through its annual report, proxy statement and other SEC filings, news releases, website and various media.

Between April 2021 and April 2022, including in connection with our 2022 Investor Day, we engaged with stockholders representing over 75% of outstanding shares of the Company. The resulting discussions focused primarily on the key topics of engagement listed below.

In 2020, we conducted our first ESG materiality assessment by engaging our various stakeholders, including stockholders, to identify and prioritize the key concerns to us and to our stakeholders. This assessment led to the publication of our inaugural ESG report (the "ESG Report") in early 2021. Following this publication, stockholders requested additional and updated information with respect to our ESG priorities and initiatives. We are committed to ensuring that these priorities and initiatives continue to align with the expectations of stockholders, market trends and business risks and opportunities that we may from time to time identify. Taking into account these stockholders' requests and in line with this commitment, we published our 2021 ESG Data & Resources supplement, which includes updated GRI and SASB disclosures and our initial TCFD Index (each, as defined below). We also announced our first set of sustainability goals. In addition, in 2021 and early 2022, our CEO and CFO, who are members of our ESG Committee (as defined below), conducted calls and non-deal virtual roadshows to highlight our enhanced ESG efforts to current and potential investors. For more information, see " — Environmental, Social and Governance Initiatives" below.

With respect to executive compensation, some stockholders specifically encouraged the use of additional performance metrics in our long-term incentive program other than adjusted EPS, and recommended that we consider a "returns-based" metric. This feedback was incorporated in early 2022 with the approval of cash return on investment ("CRI") as a new performance metric for our 2022 Performance-Based Restricted Stock Units ("PRSUs") in lieu of adjusted EPS. See "COMPENSATION DISCUSSION AND ANALYSIS - Components of the Executive Compensation Program - Recent Developments" below.


2021/2022 Key Topics of Engagement
Current business conditions						Financial updates
Supply chain management						ESG priorities and initiatives
Capital allocation priorities						Corporate governance structure
Business continuity						Executive compensation

We intend to continue to consider stockholder feedback and voting guidelines of certain proxy advisory firms, in the context of our ongoing stockholder engagement programs or future "Say on Pay" votes, and to make adjustments based upon evolving best practices, market compensation information and changing regulatory requirements.

Environmental, Social and Governance Initiatives

Chemical Technology Enabling Sustainability

"Enabling Sustainability" is one of the five pillars of our strategy, and we are committed to operating responsibly, reducing our environmental impact and developing innovative chemical technologies that address the sustainability challenges of our customers, communities and the world. To this end, we work to incorporate environmental sustainability, sound corporate governance, employee safety and well-being, and diversity & inclusion into our decision-making in a manner that we believe will both mitigate risk and drive long-term value. This approach is represented in the "5Cs" of our culture and embedded in our DNA:

•"Challenge" — we accept the challenge to improve our environmental footprint and those of our customers in significant, quantifiable ways;

•"Commit" — we commit to ambitious targets to improve;

•"Collaborate" — we value teamwork, with our customers and our colleague, in pursuit of excellence and improvement in everything we do;

•"Choose" — we empower our employees to make choices and take calculated risks; we choose to hire, to recognize and reward people who demonstrate good judgment and choose to have good attitudes and strong work ethics; and

•"Care" — we care about our customers, our colleagues, our environment and our place in the world at large.

In 2020, we embarked on formalizing an official ESG approach that better quantifies our impact and sets targets to optimize it. This initial assessment led to the publication, in early 2021, of our inaugural ESG Report using the Global Reporting Initiative ("GRI") and Sustainability Accounting Standards Board ("SASB") standards. In this report, we addressed our environmental and social impacts as well as many of our existing sustainability initiatives. We also presented our ESG priorities going forward and committed to setting Company-wide goals across key areas that we consider material to our Company.

In 2021, we advanced our sustainability agenda and, in early 2022, announced our goals within the four key ESG topics indicated below (the "Sustainability Goals"). These goals, which confirm our alignment with several of the United Nations Sustainable Development Goals (SDGs), further articulate our commitment to our ESG principles and their integration into our business strategy and day-to-day operations:

•Reducing our energy use and emissions

•Improving employee health and safety performance

•Increasing diversity, equity and inclusion

•Increasing growth through sustainable chemistry solutions

In early 2022, we also reinforced our commitment to continuous improvement of ESG reporting and published our 2021 ESG Data & Resources supplement, an update of our ESG Report with 2021 qualitative and quantitative information with respect to certain of the key topics described in our ESG report. Our 2021 ESG Data & Resources also include updated GRI and SASB disclosures and our initial TCFD Index. See "— Climate Change and TCFD Framework" below.

For more information, our ESG Report, Sustainability Goals and 2021 ESG Data & Resources (including our updated GRI and SASB disclosures and our TCFD Index) are available in the Sustainability section of our website at www.elementsolutionsinc.com.

Climate Change and TCFD Framework

We recognize that climate change is one of the most important issues currently facing the global community. In January 2022, we became an official Task Force on Climate-related Financial Disclosures ("TCFD") supporter as we believe in a more resilient financial system through climate-related disclosure. In March 2022, we also published our

inaugural TCFD Index, which presents our preliminary assessment of the impact of climate change to our businesses.

Leveraging the TCFD recommendations, we plan to increase awareness and transparency about climate-related matters within our organization. This approach will improve our understanding of climate-related impacts specific to our operations and allow us to pay further attention to risks that may arise and opportunities that may exist as a result of climate change. This improved knowledge will also allow for enhanced disclosure going forward. Based on our preliminary assessment, we believe our business operational structure, flexible supply chain and comprehensive risk management procedures provide a strong foundation for managing potential climate-related risks and opportunities.

ESG Highlights & Recognition

In 2020, the Company formed an ESG Executive Steering Committee (the "ESG Committee") to create greater accountability for our ESG outcomes and support our on-going commitment to responsibly serve our customers, employees and stockholders on matters relating to the environment, employee health and safety, corporate social responsibility, corporate governance, sustainability, climate change and other public policy trends and concerns. See " — Corporate Responsibility and Sustainability" below.

We recognize that ESG matters are important to long-term Company and stockholder value. As such, sustainability is an integrated aspect of how we think about strategy and risk, and we are committed to strong ESG practices, including the following highlights:

Environmental

We maintain a broad portfolio of sustainable solutions, including green chemistry (as defined by the United States Environmental Protection Agency) for the removal of hazardous chemicals, innovative solutions reducing environmental impact and products supporting the circular economy. We view the active management of environmental issues as not only our responsibility as a good corporate citizen, but also as an opportunity to create new revenue streams while reducing risk for our Company and our customers.

In 2021, we achieved approximately $650 million of net sales (as compared to approximately $450 million in 2020) from sustainable products (as defined in our ESG Report), representing approximately 27% of our total net sales in 2021. Our sustainable products include, among others, our MacDermid Envio solutions, silver sinter technology for electric vehicles and blackhole, shadow solutions for circuit board metallization. We intend to continue to invest behind the development of new sustainable products for our customers, many of whom are increasingly interested in environmentally-friendly offerings. For more information about our sustainable products and our Sustainability Goal relating to growth through sustainable chemistry, see our ESG Report and our Sustainability Goals.

Social

As part of our ESI Cares initiative, which provides employees around the world the opportunity to use a paid workday to volunteer in their local communities, we established in 2021 a grant solicitation process for donations to charities and causes that are important to our employees. This process complements our charitable matching program which, in 2021, benefited approximately 850 not-for-profit organizations, and the activities of the ESI Foundation which, with an initial funding of $5.0 million in 2020, provides monetary grants to qualified charitable organizations that are selected by our employees.

We are committed to respecting human rights and establishing high ethical standards across the Company, including with respect to sourcing practices in our supply chain. The Company has a number of policies in place governing social and ethical issues, including our Code of Conduct, Anti-Slavery and Human Trafficking Policy, Fair Employment Policy, Foreign Corrupt Practices Act/Anti-Corruption Policy, Supplier Code of

Conduct and Supply Chain Conflict Minerals Policy. Copies of these documents are available in the Sustainability section of our website at www.elementsolutionsinc.com under "Resources."

Governance

Throughout our history, we have been committed to excellence in governance and to diversity of experience and perspective throughout our organization. Currently, 75% of our directors are independent, a percentage we have sought to improve over time. We are proud of our consistent record of gender and racial/ethnic diversity on the Board and in leadership positions on the Board.

In 2021, we appointed Ms. Maynard-Elliott as chair of the Audit Committee. Ms. Maynard-Elliott replaced Mr. Goss, who was elected as independent Lead Director of the Board in February 2020.

In early 2021, the Board oversight over ESG matters was formalized in the charter of the Nominating and Policies Committee which was updated to include the oversight of our sustainability and social responsibility efforts led by our ESG Committee. See " — Corporate Responsibility and Sustainability" below.

Element Solutions was recently recognized for its responsible business practices by the following organizations:

•2022 list of America's Most Responsible Companies by Newsweek — for demonstrating sound ESG practices; specifically, our environmental initiatives, dedication to social responsibility and strong corporate governance standards. The Company ranked #46 in the overall list and #9 within the Materials and Chemicals Industry classification. Newsweek's assessment covered 2,000 of the largest U.S. headquartered public companies across 14 industries.

•"Silver" Rating by EcoVadis in 2021 — placing the Company in the 90th percentile of all companies ranked by EcoVadis on their sustainability performance. Among other things, EcoVadis provides ongoing assessments to evaluate policies and actions to promote environmental sustainability and enforce compliance with internationally recognized human rights standards and fair labor practices.

Role of the Board of Directors

The Board is committed to building long-term value for the Company’s stockholders by overseeing our corporate policies and the execution of our strategy. In doing so, the Board seeks to provide leadership and advice to our management team as the Company navigates critical issues, including the ongoing COVID-19 pandemic as well as matters related to sustainability, a changing regulatory climate and the evolving nature of information security and cybersecurity threats. In addition, the Board oversees our business strategy and planning and evaluates the performance of the CEO and the senior leadership team in executing the Company’s business strategy, assessing and mitigating risks, and managing the Company’s day-to-day operations.

Board Meetings

During 2021, the Board of Directors held a total of seven meetings and acted by written consent four times. During 2021, each then director attended over 75% of the total number of meetings of the Board during the period for which he or she was a director and the total number of meetings of all Committees of the Board on which he or she served. Three directors attended the 2021 Annual Meeting and were available to respond to questions.

Executive sessions or meetings of non-employee directors without management present are generally held as part of most regularly scheduled Board, Audit Committee and Compensation Committee meetings. The discussion leader for executive sessions of the full Board is Mr. Goss in his capacity as independent Lead Director of the Board. In addition, Ms. Maynard-Elliott, Mr. Fraser and Mr. Ashken, as chairs of these Committees, generally preside over executive sessions of the Audit Committee, the Compensation Committee and the Nominating and Policies Committee, respectively.

Board Leadership Structure

The positions of CEO and Executive Chairman of the Board are held by different persons in recognition of the differences between the two roles. Our CEO is responsible for executing our strategic plan and overseeing our day-to-day operations while our Executive Chairman focuses on the Company's strategy, culture and development of the management team. The Board believes this leadership structure fosters effective governance and oversight of the Company by allowing the Board to more effectively drive the long-term strategic direction of the Company and oversee the performance of the CEO.

Since completion of the sale of the Company's former Agricultural Solutions business in January 2019 (the "Arysta Sale"), Sir Martin's increased day-to-day involvement in the Company consists in providing guidance to our CEO, as well as other members of senior management, with respect to leadership, corporate strategies and operational matters based on his ~30 years of CEO and Chairman experience across numerous public companies in various industries and through the business network he has developed over time. In particular, his contributions include:

•assisting in sourcing potential corporate development opportunities;

•driving capital markets strategies;

•guiding capital allocation strategy, including acquisitions, share repurchases and/or dividends;

•advising on and participating in key public relations and investor relations communication, including stockholder engagement;

•advising on key commercial negotiations;

•assisting with Board and Committee assessment process;

•providing access to a broad network of executives, subject matter experts and suppliers;

•participating in the recruiting and hiring of senior leaders;

•supporting broader employee engagement and our "5Cs" culture building as well as attending and/or hosting larger scale employee events; and

•acting as a mentor to various leaders within the Company.

In addition, the Board appointed an independent Lead Director whose primary responsibilities include leading periodic non-executive sessions of the independent directors with a focus on Board effectiveness and performance, serving as Chairman of the Board when the Executive Chairman is not present, and facilitating communications between independent directors, our CEO and the Executive Chairman. The Board believes that the presence of a Lead Director with meaningful independent oversight responsibilities, coupled with an Executive Chairman and a separate CEO, provides the optimal leadership structure for the Company at this time.

The strong working relationships among the Executive Chairman, the CEO, the independent Lead Director and the other directors are supported by a Board governance culture that fosters open communications among the Board members which helps to develop an understanding of issues, promotes appropriate oversight and encourages the discussion of matters essential to leading a complex and dynamic company such as ours.

Director Independence

Our Directors Governance Principles require that a majority of our Board members satisfy the independence requirements of the NYSE and the SEC. The NYSE rules require the Board to evaluate the independence of its directors at least annually. In general, "independent" means that a director has no material relationship with the Company. In performing their duties, directors are expected to avoid any action, position, influence or relationship with respect to any activity that could impair their judgment or objectivity in the course of their service to the Company. The Directors Governance Principles also establish a retirement age of 73 for independent directors and urges independent directors with more than one year of service to own at least 1,000 shares of common stock of the Company. All qualifying directors meet these stock ownership guidelines.

Based on the independence standards mentioned above, the Board of Directors has determined that each of the following non-employee directors is independent in accordance with the NYSE and SEC guidelines:


Independent Directors (75% of the Board)
Ian G.H. Ashken						Michael F. Goss
Elyse Napoli Filon						Nichelle Maynard-Elliott
Christopher T. Fraser						E. Stanley O'Neal

In evaluating these independence standards, our Board specifically considered, among other things, the present and past employments as well as other direct or indirect affiliations or relationships of each director with the Company (as described in the biographies of the director nominees provided under "PROPOSAL 1 - ELECTION OF DIRECTORS" above). Based on such standards, the Board has determined that neither Mr. Gliklich, who currently serves as CEO of the Company, nor Sir Martin, the Company's founder and Executive Chairman of the Board, is independent.

Board Committees

The Company's Amended and Restated By-Laws give the Board the authority to delegate its powers to committees appointed by the Board. The Board has three standing Committees: Audit; Compensation; and Nominating and Policies (each, a "Committee and collectively, the "Committees"). Each Committee is comprised entirely of directors determined to be independent under the independence requirements of the SEC, the NYSE corporate governance listing standards and the Board's categorical standards of director independence.

Copies of the written charters for each of the Committees setting forth their respective responsibilities can be found under the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Copies may also be obtained upon request, without charge, by writing to the Company Secretary at 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394.

Below is a summary of our Committee membership information and structure:

Name

Audit Committee

Compensation Committee

Nominating and
Policies Committee

Ian G.H. Ashken

Elyse Napoli Filon

Christopher T. Fraser

Michael F. Goss*

Nichelle Maynard-Elliott

E. Stanley O’Neal

Independent Lead Director of the Board

Chair

Member

Audit Committee

Number of Meetings in 2021: Five

Responsibilities. Pursuant to its written charter, the Audit Committee is responsible for, among other things:

•overseeing our accounting and the financial reporting processes;

•appointing and overseeing the audit by our independent auditors (including resolution of disagreements between management and our independent auditors);

•pre-approving all auditing services and permitted non-auditing services to be performed for us by our independent auditors and approving the fees associated with such services;

•reviewing quarterly and year-end financial statements with management and our independent auditors;

•overseeing our internal audit function, reviewing any significant reports to management arising from such internal audit function and reporting to the Board;

•reviewing complaints under and compliance with the Company’s corporate governance guidelines, in particular regarding questionable accounting, internal accounting controls or auditing matters;

•overseeing the Company's policies and procedures with respect to risk assessment and risk management; and

•reviewing and approving all related-party transactions required to be disclosed under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Under procedures adopted by the Audit Committee, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent auditors. See "PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 - Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services" below. See also the Report of the Audit Committee included in this Proxy Statement for information about our 2021 year audit.

Independence and Financial Expertise

Our Board of Directors has reviewed the background, experience and independence of the Audit Committee members and, based on this review, has determined that each of its members:

•meets the independence requirements of the NYSE corporate governance listing standards;

•meets the enhanced independence standards for audit committee members required by the SEC; and

•is financially literate, knowledgeable and qualified to review financial statements.

In addition, our Board has determined that Ms. Filon and Mr. Goss each qualifies as an "audit committee financial expert" within the meaning of the applicable SEC regulations.

Compensation Committee

Number of Meetings in 2021: Three

Responsibilities. Pursuant to its written charter, the Compensation Committee is responsible for, among other things:

•assisting the Board in developing and evaluating potential candidates for executive positions and overseeing the development of any executive succession plans;

•reviewing and making recommendations to the Board with respect to CEO compensation and CEO corporate goals and objectives;

•making recommendations to the Board with respect to compensation of other executive officers and providing oversight of management’s decisions concerning the performance and compensation of such executive officers;

•reviewing on a periodic basis compensation and benefits paid to directors;

•reviewing our incentive compensation and other stock-based plans and recommending changes in such plans to the Board as needed to assure the effective representation of the interests of the Company's stockholders; and

•preparing a Compensation Committee report on executive compensation required by the SEC to be included in the Company's annual proxy statements.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The Compensation Committee also has authority to retain compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion after taking into consideration all factors relevant to the independence of such consultants, counsel or advisors. The Compensation Committee has sole authority to approve related fees and retention terms, and is provided with appropriate funding, as determined by the Compensation Committee, for payment of compensation to such consultants, counsel or advisors.

Independence

The Board of Directors has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each of these members:

•meets the independence requirements of the NYSE corporate governance listing standards;

•meets the enhanced independence standards for compensation committee members required by the NYSE and the SEC; and

•to the extent applicable, is an "outside director" pursuant to the criteria established by the Internal Revenue Service.

In addition, the Board has determined that each of Mr. Fraser, Mr. Ashken and Mr. Goss is independent pursuant to the enhanced independence standards for compensation committee members set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual, based on evaluations conducted in accordance with and considering the factors set forth in that same section.

Role of Compensation Consultants

The Compensation Committee has sole authority to retain compensation consultants or advisors to discuss specific compensation matters or assess the overall competitiveness of the Company's compensation arrangements. Compensation consultants or advisors may also assist the Committee with the setting of executive and non-employee director compensation. From time to time, management also retains its own outside compensation consultants.

In 2021, the Compensation Committee engaged Willis Towers Watson, a global management consulting firm, as its independent compensation consultant to conduct a comprehensive review and evaluation of our compensation programs and policies. This evaluation coincided with the expiration of the Company’s previous "stretch" incentive program established by the Board at the time of the Arysta Sale in 2019 to incentivize extraordinary achievement and promote the creation of exceptional stockholder value. The assessment covered material components of executive and non-executive compensation and consisted in the determination of our 2021 peer group, peer benchmarking, the review of regulatory and industry trends and consideration of other market factors, such as the Company's financial results and individual roles, tenure and performance. As a result of this review, the Compensation Committee revised certain components of our executive compensation plan and made changes to our director compensation program. Willis Towers Watson was engaged exclusively by the Compensation Committee on these compensation matters and did not have other consulting arrangements with the Company. As required under the NYSE listing rules, the Compensation Committee has assessed the independence of Willis Towers Watson pursuant to the SEC rules and concluded that no conflicts of interest existed.

Role of Management

Our Compensation Committee relies on our management team for legal, tax, compliance, finance and human resource recommendations, and data and analysis for the design and administration of the compensation, benefits and perquisite programs of our senior executives. The Compensation Committee considers this information in conjunction with the recommendations and information provided by its independent compensation consultants.

Our CEO, our head of human resources ("HR Lead") and our Executive Vice President, General Counsel and Company Secretary ("GC") generally attend Compensation Committee meetings. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Compensation Committee’s independent compensation consultant, when applicable and as requested by the Compensation Committee. Our CEO and HR Lead, without the presence of any other members of senior management, actively participate in the compensation discussions of our senior executives, including making recommendations to the Compensation Committee as to the amount and form of executive compensation (other than their own).

Compensation Committee Interlocks and Insider Participation

During 2021, no member of the Compensation Committee was an officer, employee or former officer of the Company or any of its subsidiaries or had any relationship requiring disclosure pursuant to SEC regulations. In addition, no executive officer of the Company served as a member of a compensation committee or a director of another entity under circumstances requiring disclosure under SEC regulations.

Nominating and Policies Committee

Number of Meetings in 2021: Two

Responsibilities. In early 2021, the written charter of the Nominating and Policies Committee was amended to reflect its new oversight responsibility over ESG matters as delegated by the Board. See "— Corporate Responsibility and Sustainability" below.

Pursuant to its revised charter, the Committee is responsible for, among other things:

•leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for stockholder approval at our annual meetings;

•reviewing the Board's Committee structure and recommending to the Board, for its approval, directors to serve as members of each Committee;

•reviewing corporate governance guidelines on a periodic basis and recommending changes to the Board as necessary;

•overseeing any self-evaluations of the Board and its Committees;

•reviewing director nominations submitted by stockholders, if any;

•assuring the effective representation of the Company's stockholders; and

•reviewing periodically the Company's sustainability and social responsibility efforts and related policies.

The Nominating and Policies Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more of its members or to sub-committees.

Independence

Our Board has reviewed the background, experience and independence of the Nominating and Policies Committee members and, based on this review, has determined that each member of the Committee meets the independence requirements of the SEC and the NYSE corporate governance listing standards.

Board and Committee Assessment Process

During the year, our Executive Chairman receives input on the Board’s performance from the other directors and discusses this feedback with the full Board. The Executive Chairman, with the assistance of the chair of the Nominating and Policies Committee, also oversees the review of the Board performance which includes annual self-assessments by each Committee, relying on a review process similar to that used by the Board, with performance criteria for each Committee established on the basis of its responsibilities as listed in its charter. These self-evaluations are discussed with the full Board each year.

Succession Planning

To ensure continuity in our senior leadership, the Board oversees the development of executive talent and planning for the effective succession of our Board members, CEO, other executives and members of senior management. As part of this process, our CEO and our executive officers are required to prepare a detailed development and succession plan for themselves and for their direct reports on an annual basis. These plans are reviewed and discussed by the Board annually.

Risk Management and Oversight

Management is responsible for the day-to-day management of risks the Company faces while our Board of Directors provides risk oversight. In this role, the Board must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance and reviewing measures to address and mitigate risks. We believe this division of responsibility is the most effective approach for addressing risk management.

The Board executes its oversight responsibility directly and through its Committees. The areas of risk reported to the Board may change based on business conditions and recent developments. Overall, the Board and its Committees focus on financial, operational, business, legal, regulatory, reputational, governance, managerial and sustainability risks that may affect the Company as well as our general risk management strategy, and how these risks are being managed. Examples of risks overseen by each of the Committees are as follows:

•Audit Committee — reviews and assesses financial and other risks as well as the internal control over financial reporting and disclosure controls and procedures for managing such risks. To this end, the Audit Committee receives periodic briefings from management and our internal audit function. During these briefings, the Audit Committee and management also discuss risk management activities and efforts, best practices, the effectiveness of our security measures and other related matters.

•Compensation Committee — monitors and assesses the Company's risks associated with compensation policies and oversees incentives that encourage a reasonable level of risk-taking consistent with our overall pay-for-performance philosophy and strategy.

•Nominating and Policies Committee — oversees our corporate governance guidelines and structure as well as other corporate governance matters, and is charged with developing and recommending to the Board corporate governance principles and policies as well as Board Committee structure, leadership and membership. Since 2021, the Committee also reviews our sustainability and social responsibility efforts and related policies.

Each of our directors has substantial experience managing and overseeing risks specific to complex, international organizations like ours which they leverage while serving on our Board. See "PROPOSAL 1 – ELECTION OF DIRECTORS" above.

Corporate Responsibility and Sustainability

ESG Governance

The Board oversees ESG matters generally as part of its oversight of our Company-wide risk management program. In addition, in early 2021, the Board formally delegated to the Nominating and Policies Committee the oversight of our sustainability and social responsibility efforts and related policies. In the context of its ESG responsibilities, the Committee inquires about progress in the Company’s ESG strategy, reporting of metrics and related disclosures.

Our senior management team is responsible for the setting and execution of the Company's ESG strategy. In 2020, we adopted the following formal governance structure designed to ensure that our ESG efforts are appropriately managed and tracked throughout our organization:

•ESG Executive Steering Committee - Our ESG Committee was formed to create greater accountability for our ESG outcomes and lead the release of our inaugural ESG Report in early 2021. Comprised, among others, of our CEO, CFO, GC, Head of Supply Chain and HR Lead, the ESG Committee's duties and responsibilities include:

–spearheading our ESG activities, including implementing our ESG strategy;

–developing, monitoring and working toward achieving our ESG goals and priorities, including our Sustainability Goals;

–identifying key opportunities and commitments;

–steering supply chain sustainability; and

–driving responsible sourcing and health and safety efforts across the Company.

•Supply Chain Sustainability Council - Reporting to the ESG Committee, our Supply Chain Sustainability Council (the "SCSC") consists of cross-functional Environment, Health & Safety representatives. The SCSC leads our responsible sourcing and sustainable manufacturing practices by promoting the sustainable operation of our facilities and offices in order to reduce our environmental footprint.

Informed by the SCSC, the ESG Committee provides regular updates to management and, as appropriate, the Nominating and Policies Committee and the Board, on ESG matters and specific risks within the ESG realm, including risks pertaining to environmental regulation and compliance, the potential impacts of increased frequency and severity of extreme weather events, risks of employee health and safety incidents and related economic risks. We believe this governance structure provides appropriate risk oversight of ESG matters affecting the Company.

Our CEO is directly accountable to our Board for progress toward ESG goals approved and monitored by the Board. Our CEO sets internal ESG goals and objectives for our CFO to drive global responsibility for their inculcation into, and achievement across, our business operations.

Cybersecurity Risks

The Board recognizes the importance of securing confidential and sensitive information of the Company as well as its customers, suppliers and employees. Cybersecurity is an integral part of our risk management framework, and we have established robust policies and procedures to manage cybersecurity defenses, controls and programs. Our Board oversees our management of cybersecurity risks and, when needed, receives information regarding the nature of threats, defense and detection capabilities and incident response plans. We regularly evaluate our security measures to protect our systems and data and have increased our monitoring capabilities to enhance early detection and rapid response to potential cyber threats. In addition, information security training is conducted to increase cybersecurity awareness. When deemed appropriate, our management team provides updates to the Board on the

Company’s cybersecurity efforts and incidents, such as the cyber intrusion announced on January 5, 2022. We believe these measures provide adequate risk oversight of information technology and cybersecurity matters that could affect the Company.

Climate Change

We understand that climate change poses a critical challenge for society and that collective effort is needed to effectively mitigate and prepare for its impacts. As an asset-light formulator, our greenhouse gas ("GHG") emission intensity rate is lower than that of other more traditional chemical manufacturers. Regardless, we monitor our electricity and energy consumption and are committed to driving our GHG emissions even lower, as demonstrated in our Sustainability Goals set in 2021.

In early 2022, we published our inaugural TCFD Index, which presents our preliminary assessment of the impact of climate change to our businesses. Leveraging the TCFD recommendations, we plan to increase awareness and transparency about climate-related matters within our organization. See "— Environmental, Social and Governance Initiatives" above.

Certain Relationships and Related Transactions

Related Party Transaction Policy

The Board and the Audit Committee have adopted written policies and procedures relating to the approval or ratification of transactions with "related parties." Under such policies and procedures, the Audit Committee is to review the material facts of all related party transactions that require its approval and either approve or disapprove of the entry into such transactions, depending on whether the particular transaction serves the best interest of the Company and its stockholders. In addition, pursuant to our Directors Governance Principles and our Code of Conduct, all directors are expected to avoid any action, position or interest that conflicts with the interest of the Company or gives the appearance of conflict.

No member of the Audit Committee may participate in any review, consideration or approval of any related party transaction with respect to which such member, or any of his or her immediate family members, is the related party.

Under our policies and procedures, a "related party transaction" represents any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, the Company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than 10% beneficial owner of another entity). A "related party" is any person who is or was, since the beginning of the last year for which the Company has filed an annual report on Form 10-K and a proxy statement, even if they do not presently serve in that role, an executive officer, director or nominee for election as a director, any 5% or greater stockholder of the Company, or any immediate family member of any of the foregoing. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

Transactions with Related Parties

The following transactions were reviewed and approved in accordance with the policies and procedures discussed above:

Under an Advisory Services Agreement, dated October 31, 2013, with Mariposa Capital, an affiliate of Sir Martin, Executive Chairman of the Board, Mariposa Capital provides certain advisory services to the Company and is entitled to receive an annual advisory fee of $3.0 million, which is payable in quarterly installments, and reimbursement for expenses, which in 2021 and the first quarter of 2022 totaled an aggregate of approximately $128,275. This agreement is automatically renewed for successive one-year terms unless prior 90-day notice is

provided by either party and may only be terminated by Element Solutions upon a vote of a majority of our Board members. In the event that this agreement is terminated by Element Solutions, the effective date of the termination will be six months following the expiration of the applicable term.

Element Solutions leases office space for its corporate offices in Miami, Florida. Under two lease agreements covering different portions of the space, the Company is required to pay a market-based rent in an aggregate amount of approximately $656,000, plus the tenant’s proportionate share of the operating expenses, taxes and insurance over five-year terms, which commenced in April 2019 and July 2020, respectively. An affiliate of Sir Martin holds a 50% ownership interest in the landlord of the leased premises.

Involvement in Certain Legal Proceedings

To our knowledge, no director, executive officer or person nominated to become a director or an executive officer has, within the past 10 years, been involved in legal proceedings that are material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. We are not aware of any material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of its subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries.

DIRECTOR COMPENSATION

Director Compensation Program

The Company uses both cash and stock-based incentive compensation to attract and retain qualified individuals to serve on its Board. Under our non-employee director compensation program, for the service year from the 2021 Annual Meeting to the 2022 Annual Meeting, each non-employee director received annual cash fees for Board and any Committee memberships (paid quarterly) and restricted stock units ("RSUs"). These RSUs were granted on June 8, 2021, the date of the 2021 Annual Meeting, and will vest on June 7, 2022, which date is the earlier of the one-year anniversary of their grant date and the date of the 2022 Annual Meeting.

We believe a meaningful portion of a director’s compensation should be provided in equity-based awards in order to align directors' interests with our stockholders' interests. In setting director compensation, we consider the significant amount of time directors expend in fulfilling their duties serving on the Board and its Committees, the skill-level required for such service and the need to continue to attract highly-qualified candidates to serve on the Board. Director compensation arrangements are reviewed annually to maintain such standards.

The following table summarizes the components of our 2021 director compensation program:


Annual Fees
Board Membership Fee						$75,000
RSU Grant						$100,000 approx. value
Incremental Fees for Board Leadership
Committee Membership Fee						$5,000
Audit Committee Chair						$10,000
Compensation Committee Chair						$10,000
Nominating and Policies Committee Chair						$10,000

Director expenses and other benefits. Our non-employee directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings as well as for expenses associated with these and other Board activities.

Stock ownership guidelines. Non-employee directors with more than one year of service are expected to directly own at least 1,000 shares of our common stock. All qualifying directors meet these stock ownership guidelines. For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

Changes for 2022. In 2021, the Compensation Committee reviewed the design of our director compensation program with its compensation consultant. In February 2022, considering peer benchmarking and the length of time since the latest director compensation adjustments, the Compensation Committee determined that, effective January 1, 2022, the approximate value of each annual RSU grant would be increased to $140,000; the Committee membership fee to $7,500; the chair fees for each of the Audit Committee and the Compensation Committee to $20,000; and the chair fee for the Nominating and Policies Committee to $15,000. Additionally, the Compensation Committee approved annual Lead Director fees of $20,000. The Board membership fee remains unchanged.

Director Compensation in 2021

The following table sets forth the compensation earned and RSUs granted by the Company to our past and current non-management directors for their services as directors for the year ended December 31, 2021:


Name(1)	Fees Earned or Paid in Cash ($)(4)	Stock Awards ($)(5)	All Other Compensation ($)	Total ($)

Sir Martin E. Franklin	—	—	3,000,000(6)	3,000,000
Ian G.H. Ashken	92,198	100,009	—	192,207
Scot R. Benson(2)	32,967	—	—	32,967
Elyse Napoli Filon(3)	44,835	100,009	—	144,844
Christopher T. Fraser	87,802	100,009	—	187,811
Michael F. Goss	87,198	100,009	—	187,207
Nichelle Maynard-Elliott	85,000	100,009	—	185,009
E. Stanley O’Neal	80,000	100,009	—	180,009

(1)Mr. Gliklich, CEO of the Company, is not included in this table as he is an employee of the Company and therefore receives no compensation for his services as a director. Sir Martin, our founder director and Executive Chairman, does not receive any compensation for his services as a director.

(2)Mr. Benson retired as a member of the Board on June 8, 2021, the date of the 2021 Annual Meeting. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on his partial year of service.

(3)Ms. Filon was appointed as a new independent director at the 2021 Annual Meeting. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on her partial year of service.

(4)Reflects the annual and/or pro rated, when applicable, non-executive Board membership fee and incremental Committee and Committee chair fees for each director, as applicable.

(5)Reflects the aggregate grant date fair value of RSUs granted to directors in 2021 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Except for Sir Martin and Mr. Benson, each of the directors indicated above was granted 4,174 RSUs on June 8, 2021, the date of the 2021 Annual Meeting, as incentive compensation for their respective directorship in 2021-2022. In each case, these RSUs were unvested and outstanding at December 31, 2021 and will vest on June 7, 2022, subject to continuous directorship through and on such vesting date. Each 2021 RSU also provides for the accrual of dividends equivalents, which are subject to the same vesting, payment and other terms and conditions as the RSUs. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2021 Annual Report.

On February 15, 2022, Sir Martin received a key executive long-term stretch award of 400,000 performance-based restricted stock units ("PRSUs") for which vesting is subject to the achievement by the Company of an

adjusted EPS performance target of $2.72 per annum by December 31, 2026, in addition to a continuous service requirement through that date. The actual number of shares earned will be determined based on the Company's total shareholder return ("TSR") during the performance period relative to the S&P Midcap 400 Index, which can result in a TSR multiplier between 0.85 and 1.15. Cash dividend equivalents accrue when and as dividends are paid on the Company's common stock. At the grant date, the outcome of achieving the performance condition was deemed improbable for purposes of FASB ASC Topic 718.

(6)Represents the annual advisory fee paid to Mariposa Capital, an affiliate of Sir Martin, pursuant to the Advisory Services Agreement described under "— Certain Relationships and Related Transactions — Transactions with Related Parties" above. For further detail on Sir Martin’s role and contributions, see "— Role of the Board of Directors — Board Leadership Structure" above.

For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.

Indemnification

Our Certificate of Incorporation and our Amended and Restated By-Laws provide that we will indemnify any of our directors, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been a member of the Board. In addition, we entered into Director and Officer Indemnification Agreements with certain of our current directors in order for them to be free from undue concern about personal liability in connection with their services to the Company.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is a list of the Company's executive officers as of April 22, 2022 and their respective biographical information. For the biography of Mr. Gliklich, our CEO, see "PROPOSAL 1 – ELECTION OF DIRECTORS" above.

Name

Age

Title

Benjamin Gliklich

President and Chief Executive Officer ("CEO") and director nominee

John E. Capps

EVP, General Counsel and Company Secretary ("GC")

Carey J. Dorman

EVP, Chief Financial Officer ("CFO")

Joseph J. D'Ambrisi

EVP, Head of Electronics ("Head of Electronics")

Michael Goralski

EVP, Head of Industrial & Specialty and Global Supply Chain ("Head of I&S")

John E. Capps is Executive Vice President, General Counsel and Company Secretary of Element Solutions. Mr. Capps joined the Company in May 2016. Prior to joining the Company, Mr. Capps was with Jarden, a Fortune 500 broad-based consumer products company, where he most recently served as Executive Vice President – Administration, General Counsel and Secretary until April 2016 when Jarden merged with Newell. From 2003 to 2005, Mr. Capps was with American Household, Inc., which was acquired by Jarden in January 2005. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP. Mr. Capps holds a J.D. from the University of Texas and a B.A. and M.B.A. from Vanderbilt University.

Carey J. Dorman is Executive Vice President, Chief Financial Officer of Element Solutions. Prior to being promoted to this role in March 2019, Mr. Dorman served as Corporate Treasurer and VP, Investor Relations of Element Solutions from February 2018 to March 2019 after having served as Senior Director, Corporate Development from April 2017 to February 2018 and as Director – Corporate Development from April 2015 to April 2017. In his prior roles, Mr. Dorman’s responsibilities included capital markets, corporate development, financial planning, investor relations and merger integration. Prior to joining Element Solutions in April 2015, Mr. Dorman worked for Taconic Capital Advisors, a global institutional investment firm, from December 2013 to April 2015,