esi-20230421

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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Element Solutions Inc

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

April 21, 2023

Dear Fellow Stockholders:

I am pleased to invite you to the 2023 Annual Meeting of Stockholders of Element Solutions Inc which will be held on Tuesday, June 6, 2023 at 11:00 a.m. (Eastern Time). You will find information about the meeting, including how to participate and the items 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 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 & Chief Executive Officer


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


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time	June 6, 2023 at 11:00 a.m. (Eastern Time)

Place	Virtual meeting via the Internet at www.virtualshareholdermeeting.com/ESI2023*

Items of Business	1.	Election of eight directors for an one-year term
	2.	Advisory vote to approve our 2022 executive compensation
	3.	Approval of our 2024 Employee Stock Purchase Plan
	4.	Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023

	5.	Transaction of other business properly brought before the meeting

	The above matters are fully described in this Proxy Statement. We have not received notice of any other matters to be presented at the meeting.

Who Can Vote	Only stockholders of record as of the close of business on April 10, 2023 may vote at the 2023 Annual Meeting.

* You will need your 16-digit control number included on the Notice or proxy card in order to join the meeting. You will be able to listen to the meeting live, submit questions and vote online.

By Order of the Board of Directors,


John E. Capps
EVP, General Counsel and Company Secretary
April 21, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to be held on June 6, 2023: The Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2022 (the "2022 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 21, 2023.

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 ("PRSUs"); 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; the effective date of the Company's 2024 Employee Stock Purchase Plan; 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 sections titled "Risk Factors," "Quantitative and Qualitative Disclosure about Market Risk," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 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 additional information and materials posted on it. Our website and such information or 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
	Board of Directors	12
	Board Leadership Structure	12
	Director Independence	14
	Risk Management and Oversight	14
	Director Attendance and Meetings	14
	Board Committees	15
	Audit Committee	15
	Compensation Committee	16
	Compensation Committee Interlocks and Insider Participation	17
	Nominating and Policies Committee	17
	Corporate Responsibility and Sustainability	18
	Board and Committee Assessment Process	20
	Succession Planning	20
	Certain Relationships and Related Transactions	20
	Related Party Transaction Policy	20
	Transactions with Related Parties	20
	Involvement in Certain Legal Proceedings	21

DIRECTOR COMPENSATION		21

	Director Compensation Program	21
	Director Compensation in 2022	22
	Indemnification	23

EXECUTIVE OFFICERS OF THE COMPANY		23

EXECUTIVE COMPENSATION		24
	COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 24)
	Report of the Compensation Committee	41


TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES		42

	2022 Summary Compensation Table	42
	Grants of Plan-Based Awards in 2022	43
	Outstanding Equity Awards at Year End	45
	Option Exercises and Stock Vested in 2022	46
	Termination and Change in Control Arrangements	47
	Potential Payments upon Termination or Change in Control	48
	Post-Employment Payments	49
	2022 Pension Benefits	50
	2022 Non-qualified Deferred Compensation	52
	Equity Compensation Plan Information	52
	Pay Ratio	52
	Pay Versus Performance	53

SECURITY OWNERSHIP		56

PROPOSAL 2 - ADVISORY VOTE ON 2022 EXECUTIVE COMPENSATION		60

PROPOSAL 3 - APPROVAL OF 2024 EMPLOYEE STOCK PURCHASE PLAN		61

PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023		65

	Report of the Audit Committee	66
	Principal Accountant Fees and Services	67
	Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services	67



INFORMATION ABOUT THE MEETING AND VOTING		68

OTHER MATTERS		74

	Stockholder Proposals	74
	List of Stockholders Entitled to Vote at the 2023 Annual Meeting	75
	Proxy Solicitation Costs	75
	Communication with the Board of Directors	75
	Available Information	76

APPENDIX A - 2024 EMPLOYEE STOCK PURCHASE PLAN		85

APPENDIX B - NON-GAAP DEFINITIONS AND RECONCILIATIONS		85

PROXY CARD		90


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

PROXY STATEMENT

2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 6, 2023

The Board of Directors (the "Board of Directors" or the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "ESI," "our," "we" or "us") is soliciting your proxy to vote at the 2023 annual meeting of stockholders (the "2023 Annual Meeting"). In accordance with the SEC rules, we are providing stockholders with access to our proxy materials over the Internet, rather than in paper form, which reduces the environmental impact of the 2023 Annual Meeting and its related costs.

PROPOSAL 1

ELECTION OF DIRECTORS

SEC Form DEF 14A filed by Element Solutions Inc.