Document

DEF 14A 1 esi2021noticeproxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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

April 28, 2021

Dear Fellow Stockholders:

I am pleased to invite you to the 2021 Annual Meeting of Stockholders of Element Solutions Inc. The meeting will be held on June 8, 2021 at 11:00 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139.* The Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter provide detailed information about the matters to be acted upon at the meeting.

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

* We currently intend to hold the 2021 Annual Meeting in person. However, due to COVID-19-related public health and travel concerns as well as protocols that federal, state and local governments may impose, we might hold the 2021 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2021 Annual Meeting would be conducted solely virtually, on the above date and time.


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


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time	June 8, 2021 at 11:00 a.m. (Eastern Time)

Place	Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139

Items to be Voted on	1.	Elect eight directors for one-year term expiring at the 2022 annual meeting of stockholders
	2.	Approve, on an advisory basis, the compensation of our named executive officers in 2020
	3.	Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021

	4.	Transact such other business as may properly come before the 2021 Annual Meeting of Stockholders (the "2021 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 2021 Annual Meeting.

Who Can Vote	Only stockholders of record as of the close of business on April 12, 2021 (the "Record Date") may vote at the 2021 Annual Meeting.

Important Notice Relating to the Location of the Meeting	Due to COVID-19-related public health and travel concerns as well as protocols that federal, state and local governments may impose, we might hold the 2021 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2021 Annual Meeting would be conducted solely virtually, on the above date and time. A virtual meeting will have no impact on your ability to provide your proxy by using the Internet or telephone or by completing, signing, dating and mailing your proxy card, as explained in this Proxy Statement.


By Order of the Board of Directors,

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

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting to be held on June 8, 2021: The Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2020 (the "2020 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 28, 2021.

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"), 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; 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 include, among others, the duration of the COVID-19 pandemic; the efficacity, availability and/or public acceptance of vaccines targeting COVID-19; the impact of variants of COVID-19 that may affect its spread or virulence or the effectiveness of vaccines on the virus; the impact of actions taken or that might be taken by governments, businesses or individuals to contain or reduce the repercussions of the pandemic and mitigate its economic implications; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; the longer-term impact of the pandemic on the global economy; decreased consumer spending levels; reduction or changes in customer demand for the Company's products and services; the Company's ability to manufacture, sell and provide its products and services, including as a result of travel restrictions, closed borders, operating restrictions imposed on its facilities or reduced ability of its employees to continue to work efficiently; increased operating costs (whether as a results of changes to the Company's supply chain or increases in employee costs or otherwise); collectability of customer accounts; additional and prolonged devaluation of other countries' currencies relative to the U.S. dollar; the general impact of the pandemic on the Company's customers, employees, suppliers, vendors and other stakeholders; the Company's ability to realize the expected benefits of its cost containment and cost savings measures; business and management strategies; outstanding debt and debt leverage ratio; shares repurchases; expected returns to stockholders; and the impact of acquisitions, divestitures, restructurings, refinancings, impairments and other unusual items, including the Company's ability to raise and/or retire new debt and/or equity and to integrate and obtain the anticipated benefits, results and synergies from these items or other related strategic initiatives. Additional information concerning these and other factors that could cause actual results to vary is, or will be, included in Part I — Item 1A of the 2020 Annual Report and/or periodic filings of Element Solutions 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. 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.

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	8
	Stockholder Engagement	9
	Environmental, Social and Governance Initiatives	10
	Role of the Board of Directors	11
	Board Meetings	11
	Board Leadership Structure	11
	Director Independence	12
	Board Committees	12
	Audit Committee	13
	Compensation Committee	14
	Compensation Committee Interlocks and Insider Participation	15
	Nominating and Policies Committee	15
	Board and Committee Assessment Process	16
	Succession Planning	16
	Risk Management and Oversight	16
	Corporate Responsibility and Sustainability	17
	Certain Relationships and Related Transactions	18
	Related Party Transaction Policy	18
	Transactions with Related Parties	18
	Involvement in Certain Legal Proceedings	19

DIRECTOR COMPENSATION		19

	Director Compensation Program	19
	Director Compensation in 2020	20
	Indemnification	20

EXECUTIVE OFFICERS OF THE COMPANY		21

EXECUTIVE COMPENSATION		22
	COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 22)
	Report of the Compensation Committee	41


TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES		42

	2020 Summary Compensation Table	42
	Pay Ratio	43
	Grants of Plan-Based Awards in 2020	44
	Outstanding Equity Awards at Year End	46
	Option Exercises and Stock Vested in 2020	49
	Termination and Change in Control Arrangements	49
	Potential Payments upon Termination or Change in Control	50
	Post-Employment Payments	51
	2020 Pension Benefits	53
	2020 Non-qualified Deferred Compensation	54
	Equity Compensation Plan Information	55

SECURITY OWNERSHIP		56

	Directors and Executive Officers	56
	Principal Beneficial Owners	57

PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		59

PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021		60

	Report of the Audit Committee	60
	Principal Accountant Fees and Services	61
	Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services	61



INFORMATION ABOUT THE MEETING AND VOTING		62

OTHER MATTERS		69

	Proposals by Stockholders	69
	List of Stockholders Entitled to Vote at the 2021 Annual Meeting	69
	Proxy Solicitation Costs	70
	Communication with the Board of Directors	70
	Available Information	70

APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS		71

PROXY CARD		74


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

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 2021

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 2021 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 2021 Annual Meeting and its related costs.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's certificate of incorporation (the "Certificate of Incorporation"), as amended, provides that our Board of Directors 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 need for diversity of views, 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 2021 Annual Meeting, each for a one-year term ending at the time of the Company's 2022 annual meeting of stockholders, unless otherwise decided as indicated above. All director nominees, with the exception of Ms. Elyse Napoli Filon, were elected to their present terms as members of the Board at the Company's Annual Meeting of Stockholders held in 2020 (the "2020 Annual Meeting"). Mr. Scot R. Benson confirmed to the Board his decision not to seek reelection as a director and will retire from the Board at the expiration of his current term, as of the date of the 2021 Annual Meeting. There was no disagreement between Mr. Benson and the Company on any matter relating to the Company's operations, policies or practices.

2021 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 the Company's 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

Our Nominating and Policies Committee 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 the Nominating and Policies Committee's charter, the 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 the Company's stockholders. In evaluating nominees, the Nominating and Policies 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 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.

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 directors.

Board Diversity and Tenure

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.

The Board is committed to increase gender diversity among its members. To further enhance diversity, our Board nominated Ms. Elyse Napoli Filon as independent director nominee for election at the 2021 Annual Meeting to fill the seat currently held by Mr. Scot R. Benson, a non-independent director. If elected, two of our eight director nominees would be women, or 25% of our Board. On April 27, 2021, the Board also approved the appointment of Ms. Nichelle Maynard-Elliott, a current member of the Audit Committee, as chair of the Audit Committee, effective on the date of the 2021 Annual Meeting.

As of today, the median tenure of our independent director nominees is just over 4 years with the longest tenure at 7.5 years and 3 new independent directors within the past three years, including this year's new director nominee. 75% of our director nominees are independent.

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 2022 annual meeting of stockholders may do so by delivering written notice, no earlier than the close of business on February 8, 2022 and no later than the close of business on March 10, 2022, 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 2022 annual meeting of stockholders, and must comply with the applicable notice procedures set forth in the Company's 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 2021 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. 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: 56
						Director Since: 2013
						Executive Chairman of the Board


Benjamin Gliklich

Business Experience Mr. Gliklich was appointed as President of the Company in July 2020 in addition to Chief Executive Officer of the Company in January 2019. 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 to 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: 36
						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 also 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 us significant leadership, planning and management skills and background.
						Committees
						Audit
						Compensation
						Nominating and Policies (Chair)
						Public Company Boards
						APi Group Corporation
						Nomad Foods Limited
						Age: 60
						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 was selected to serve on our Board due to, among other factors, her deep industry and business experience as well as leadership skills from having worked at a peer specialty chemicals company for 20 years. She would also contribute her extensive experience in global tax structuring and planning, M&A activities and treasury and tax operations management.
						Committees
						None
						Public Company Boards
						None

						Age: 60
						Director since: --
						Independent


Christopher T. Fraser

Business Experience Mr. Fraser 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 has been a director of PHX Minerals Inc., fka Panhandle Oil and Gas Inc. (NYSE:PHX), since March 2019, and is a member of its Audit and Compensation committees. He is also a director of Smart Chemical Solutions, LLC, a private company. He has previously served as a director at OCI Company Ltd. from 2006 to 2008, ANSAC from 1994 to 2006 and Tangoe Inc. from 2002 to 2008, and was an Operating Partner of Advent International Corp. from 2011 to 2018 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)
						Public Company Boards
						PHX Minerals Inc.
						Age: 63
						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 (Chair)
						Nominating and Policies
						Public Company Boards
						Sandbridge Acquisition Corp
						Age: 61
						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. She 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 and Connecticut. 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
						Compensation
						Public Company Boards
						None
						Age: 52
						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. and a director and member of the Audit and Finance committees of Arconic Corporation, an aluminum manufacturing company and the former parent company of Alcoa Inc. Prior to April 1, 2020, Mr. O'Neal was a director and member of the Audit and Finance Committees of Arconic Inc. Prior to the separation of Arconic Inc. and Alcoa Inc. in November 2016, Mr. O'Neal had served as a director of Alcoa Inc. from January 2008 and as a member of its Audit and Governance committee. Mr. O’Neal was also a director of General Motors Corporation from 2001 to 2006, and a director of American Beacon Advisors, Inc. (investment advisor registered with the SEC) from 2009 to September 2012. 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: 69
						Director since: 2013
						Independent

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to effective corporate governance and high ethical standards which promote strong business performance and long-term stockholder value creation. Our governance framework summarized below gives our highly-experienced directors the structure necessary to provide the Company with sound and appropriate oversight, advice and counsel:


Independent Oversight	l	6 of 8 director nominees are independent
	l	100% independent Board Committees
	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)
	l	Active Board oversight of the Company's strategy, risk management and Environmental, Social, and Governance ("ESG") matters

Board Composition	l	Focus on diversity with 2 women director nominees, or 25% of the Board; one expected to chair one of the Board Committees, effective on the date of the 2021 Annual Meeting
	l	2 new independent directors since 2018; 1 new independent director nominee in 2021 to replace a non-independent director
	l	Median tenure of independent director nominees of just over 4 years with the longest tenure at 7.5 years
	l	Board and executive succession planning process
	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 executive officers and senior financial officers. See "Corporate Governance Guidelines" below
	l	Prohibition on hedging, pledging or short sales of Company stock
	l	All annual and long-term incentive awards are subject to clawback by the Company
	l	Director and executive stock ownership requirements
	l	Regular stockholder engagement
	l	Formal governance structure to drive our ESG efforts and strategy

Corporate Governance Guidelines

The Board is committed to corporate governance principles and practices that strengthen Board and management accountability. To that end, the Board adopted a series of corporate governance guidelines, including the following policies:

Board of Directors Governance Principles and Code of Conduct

The Board of Directors Governance Principles and Code of Conduct (the "Directors Code of Conduct") 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 Committee.

In accordance with the corporate governance listing standards of the New York Stock Exchange (the "NYSE"), the Directors Code of Conduct requires that the Board of Directors designate a non-executive lead director (the "Lead Director") to preside over non-executive sessions. Mr. Michael F. Goss serves as independent Lead Director of the Board. The Company’s non-management directors meet at least once per year in a non-executive session, at which Mr. Goss presides, without the participation of management.

Business Conduct and Ethics Policy

The Business Conduct and Ethics Policy (the "Ethics Policy") establishes the standards of ethical conduct applicable to all our directors, officers, employees, contractors and consultants. The Ethics Policy addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, Company funds and assets, confidentiality and corporate opportunity requirements, and the process for reporting violations of the Ethics Policy as well as employee misconduct and conflicts of interest.

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 the Ethics Policy. The Financial Officer Code of Ethics defines additional specific requirements, beyond the Ethics Policy, 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 current and periodic reports of the Company filed with the SEC and compliance with applicable laws, rules and regulations.

Copies of these policies are publicly available in the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Any waiver of the Ethics Policy or Financial Officer Code of Ethics with respect to any Financial Officer may only be authorized by our Board and the Board's Audit Committee, respectively, and 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, including strategies, performance, risk, executive compensation practices and sustainability issues. This ongoing dialogue helps inform management and the Board’s decision-making process, and ensure our interests remain aligned with those of the Company's stockholders.

Our Investor Relations team coordinates stockholder engagement. In 2020 and early 2021, our management team, including Mr. Benjamin Gliklich, our CEO, and Mr. Carey J. Dorman, our CFO, engaged with stockholders representing over 50% of outstanding shares of the Company. The resulting discussions focused primarily on our response to the COVID-19 pandemic, leadership structure, executive compensation and progress on our ESG journey. We found in those discussions that many of our stockholders wanted more information on our ESG initiatives and certain aspects of our corporate governance, such as Board composition and refreshment. The disclosures in this year's Proxy Statement reflect this input from our stockholders.

Environmental, Social and Governance Initiatives

"Enabling Sustainability" is one of the five pillars of our strategy. We believe that improving our environmental footprint and providing solutions helping our customers to improve theirs is good business with strong returns. Sustainably internal initiatives and commercial offerings have been drivers of our success for years. We maintain a broad portfolio of sustainable solutions, including green chemistry for the removal of hazardous chemicals, innovative solutions reducing environmental impact and products supporting the circular economy. We also focus on responsible sourcing, responsible operations, quality, strong corporate governance and community support. We have recently embarked on formalizing an official ESG approach that better quantifies our impact and sets targets to reduce it. This aligns with several of the "5Cs" of our culture:

•"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; and

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

In 2020, we engaged with internal and external stakeholders on ESG topics and conducted a comprehensive ESG materiality assessment of our Company using the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks. This assessment informed the priorities within our ESG strategy and led to the publication of our inaugural ESG report in early 2021. In this report, we address our current environmental and social impact and many of our existing sustainability initiatives. We also present our ESG priorities going forward which include:

•increasing growth through sustainable chemistry solutions;

•reducing our energy-use and emissions;

•improving employee health and safety performance; and

•increasing diversity, inclusion and equity.

In 2020, we also launched MacDermid Envio Solutions, a new business within our Industrial & Specialty segment which focuses on helping customers reduce their environmental impact through proprietary chemistry as well as equipment for turnkey wastewater treatment and the recovery of metals and other valuable materials.

With respect to social initiatives, we appointed a Vice President of Talent last year, who is responsible for our human capital management efforts, including promoting diversity and inclusion, as well as developing our training, advancement and retention practices for our global workforce. In 2020, we also established the ESI Foundation to serve as the Company’s primary charitable giving entity with an initial funding of $5.0 million. The foundation intends to provide monetary grants to qualified charitable organizations in the communities where our employees live and work with a focus on causes important to the environmental and social well-being of these communities.

Our newly-formed ESG Executive Steering Committee is tasked with spearheading our ESG activities, including implementing our ESG strategy and goals, which we expect will advance certain United Nations Sustainable

Development Goals and create value for our customers and stockholders. In early 2021, we adopted a formal governance structure to drive our ESG efforts and strategy. See "— Corporate Responsibility and Sustainability" below.

Role of the Board of Directors

The Company’s business and affairs are managed by our Board of Directors which is the Company’s ultimate decision-making body, except with respect to those matters reserved to the Company’s stockholders.

The Board is committed to building long-term value for the Company’s stockholders by implementing and overseeing the overall corporate policies of the Company and acting as an advisor and counselor to senior management. 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 2020, the Board of Directors held a total of six meetings and acted by written consent three times. During 2020, 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. Two directors attended the 2020 Annual Meeting.

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. Michael F. Goss in his capacity as independent Lead Director of the Board. The Lead Director's role is to help assure that those sessions remain effective forums for promoting open and candid discussion among the independent directors regarding issues of importance to the Company, including evaluating the performance and effectiveness of members of management. In addition, Messrs. Goss, Fraser and Ashken 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, who leads periodic executive sessions of the Board without management present. 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 Code of Conduct requires 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 Code of Conduct establishes a retirement age of 73 for independent directors. It also urges independent directors with more than one year of service to own at least 1,000 shares of common stock of the Company.

Based on these standards, 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
Ian G.H. Ashken						Michael F. Goss
Elyse Napoli Filon (Director Nominee)						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 of Directors has determined that neither Mr. Benjamin Gliklich, who currently serves as CEO of the Company, nor Sir Martin, the Company's founder and Executive Chairman of the Board, is independent. Mr. Scot R. Benson, who confirmed his decision not to seek reelection as a director at the 2021 Annual meeting, was not independent as he most recently served as President & Chief Operating Officer of the Company. He is expected to be replaced by Ms. Elyse Napoli Filon, our new independent director nominee, if elected.

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

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 2020: 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 registered public accounting firm (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 of Directors;

•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 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR

2021 - 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 2020 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 these 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 each of Messrs. Goss and Ashken qualifies as an "audit committee financial expert" within the meaning of SEC regulations.

Mr. Goss, Chair of the Audit Committee, serves as the independent Lead Director of the Board and chairs periodic executive sessions of the Board.

Compensation Committee

Number of Meetings in 2020: 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 our 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 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 of Directors has determined that each of Mr. Ashken, Mr. Fraser and Ms. Maynard-Elliott 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 Consultant

The Compensation Committee has sole authority to retain compensation consultants or advisors to assist the Committee in evaluating CEO, senior executives and non-employee director compensation. From time to time, management also retains its own outside compensation consultants.

In early 2021, the Compensation Committee engaged Willis Towers Watson, a global management consulting firm, which acted as its independent compensation consultant with respect to 2020 and 2021 compensation matters. With respect to 2020, Willis Towers Watson provided compensation analysis and recommendations, primarily in the context of the COVID-19 pandemic. For 2021, they advised more generally on matters related to the Company's compensation program. This firm 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 management 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 for our senior executives. The Compensation Committee considers this information in conjunction with the recommendations and information from its independent compensation consultant.

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 compensation (other than their own).

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during 2020 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 2020: 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 of Directors and selecting director nominees to be presented for stockholder approval at our annual meetings;

•reviewing the Committees structure and recommending to the Board of Directors for 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 Nominating and Policies Committee members or subcommittees.

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 of its members meets the independence requirements of the SEC and the NYSE corporate governance listing standards.

Board and Committee Assessment Process

During the year, the Executive Chairman of the Board 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 Board and the Committees focus on operational risk, financial risk, regulatory risk, litigation risk, cybersecurity and information security risk, tax risk, credit risk, liquidity risk, compliance risk as well as our general risk management strategy, and how these risks are being managed. Examples of risks overseen by the Committees are as follows:

•the Audit Committee regularly reviews and assesses the Company’s financial and operational 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.

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

•the Nominating and Policies Committee oversees our corporate governance framework and structure as well as other corporate governance matters, including ESG 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.

In addition, our independent Lead Director promotes effective communication and consideration of matters presenting significant risks to the Company through his role in helping to develop meeting agendas, advising Committee Chairs, chairing meetings of the independent directors and facilitating communications between independent directors and the Company's CEO and the Executive Chairman.

Each of our directors has substantial experience managing and overseeing risk for complex, international organizations that they leverage while serving on our Board. See "PROPOSAL 1 – ELECTION OF DIRECTORS" above.

Corporate Responsibility and Sustainability

ESG Governance

Beyond being our responsibility as good corporate citizens, a proactive approach to sustainability creates new revenue streams and reduces risk for the Company and our customers. To this end, in 2020, we decided to lead the Company's next generation of sustainability efforts and to adopt the following formal governance structure designed to ensure that our ESG efforts are appropriately managed and tracked throughout the organization:

•ESG Executive Steering Committee - In 2020, we formed the ESG Executive Steering Committee (the "ESG Committee") to create greater accountability for our ESG outcomes and lead the release of our inaugural ESG report in early 2021. Comprised of cross-functional senior leaders, the Committee is tasked with implementing our ESG strategy and new ESG policies and practices, on a global basis and within our business units. The ESG Committee provides regular updates to management, the Nominating and Policies Committee in account of its new ESG responsibilities, and ultimately the Board.

•Supply Chain Sustainability Council - Reporting to the ESG Committee, the Supply Chain Sustainability Council (the "SCSC") consists of global 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.

•Nominating and Policies Committee - In early 2021, the Board formally delegated the oversight of our ESG activities to the Nominating and Policies Committee as reflected in the Committee’s revised charter. The Nominating and Policies Committee plans to take an active role in the continued evolution of our ESG strategy and policies.

Climate Change

We understand that climate change poses an imminent, existential challenge for society and that collective effort is required to effectively mitigate and prepare for its impacts.

As an asset-light formulator, our greenhouse gas (GHG) emission rate is lower than that of other more traditional chemical manufacturers. Regardless, we monitor our electricity and energy consumption and are committed to drive our emissions even lower, including by investing in projects designed to increase our energy efficiency and our use of renewable energy. We also initiated a review of the Task Force on Climate-related Financial Disclosures (TCFD), and are in process of evaluating additional disclosures in the future that would align with the TCFD disclosure framework.

Certain Relationships and Related Transactions

Related Party Transaction Policy

The Board of Directors 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 Code of Conduct and Ethic Policy, 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 2020 and the first quarter of 2021 totaled an aggregate of approximately $82,261. 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 obligated 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 the Company's 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 the Board. Under our non-employee director compensation program, for the service year from the 2020 Annual Meeting to the 2021 Annual Meeting, each non-employee director received annual cash fees for Board and any Committee membership (paid quarterly) and restricted stock units ("RSUs"). These RSUs were granted on June 16, 2020, the date of the 2020 Annual Meeting, and will vest on June 8, 2021, the earlier of the one-year anniversary of their grant date and the date of the 2021 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 2020 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 incumbent directors meet these stock ownership guidelines.

Director Compensation in 2020

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, 2020:


Name(1)	Fees Earned or Paid in Cash ($)(3)	Stock Awards ($)(4)	All Other Compensation ($)(5)	Total ($)

Sir Martin E. Franklin	—	—	3,000,000	3,000,000
Ian G.H. Ashken	95,000	100,003	—	195,003
Scot R. Benson	37,500	100,003	—	137,505
Christopher T. Fraser	79,583	100,003	—	179,586
Michael F. Goss	90,000	100,003	—	190,003
Nichelle Maynard-Elliott	85,000	100,003	—	185,003
E. Stanley O’Neal	85,417	100,003	—	185,420
Rakesh Sachdev(2)	34,616	—	—	34,616

(1)Mr. Benjamin 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 E. Franklin, our founder director and Executive Chairman, does not receive any compensation for his services as a director.

(2)Mr. Rakesh Sachdev retired as a member of the Board on June 16, 2020. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on his partial year of service.

(3)Reflects the annual non-executive director fee and incremental Committee and Committee Chair fees for each director, as applicable.

(4)Reflects the aggregate grant date fair value of RSUs granted to directors in 2020 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Each of Messrs. Ashken, Benson, Fraser, Goss and O'Neal and Ms. Maynard-Elliott were granted 9,141 RSUs on June 16, 2020, the date of the 2020 Annual Meeting, as incentive compensation for their respective directorship in 2020-2021. In each case, these RSUs were unvested and outstanding at December 31, 2020 and will vest on June 8, 2021, subject to continuous directorship through and on such vesting date. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2020 Annual Report.

(5)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

We entered into Director and Officer Indemnification Agreements with each 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. In addition, our Certificate of Incorporation, as amended, 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.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is a list of the Company's executive officers as of April 28, 2021 and their respective biographical information. For the biography of Mr. Benjamin 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, and for Goldman Sachs & Co. from June 2011 to November 2013. Mr. Dorman holds Bachelor's degrees in Engineering and in Economics from Brown University.

Joseph J. D'Ambrisi is Executive Vice President, Head of Electronics of Element Solutions. Before being appointed in this role in November 2018, Mr. D’Ambrisi held multiple leadership roles across the Electronics organization in product management, marketing, innovation management and commercial management, including Senior Vice President – Electronics Solutions from September 2015 to November 2018, Vice President – Innovation and Marketing from 2000 to 2015, Managing Director – Final Finishes/Viatek from 1995 to 2000, Account Manager – Global Strategic Accounts from 1992 to 1995, Product Manager – Metallization from 1990 to 1992, Product Manager – Desmear and Full-Build Copper from 1989 to 1990, Senior Development Engineer from 1987 to 1989 and Research and Development Engineer from 1984 to 1987. Mr. D'Ambrisi joined MacDermid, Incorporated ("MacDermid") in 1984. MacDermid was acquired by the Company in October 2013. He holds a B.S. in Chemical Engineering from Lehigh University.

Michael Goralski is Executive Vice President, Head of Industrial & Specialty and Global Supply Chain of Element Solutions. Before being promoted to this role in August 2020, Mr. Goralski served as VP, Head of Global Supply Chain since April 2018. Previously, he held multiple leadership roles across the Company including VP Industrial Solutions Americas from 2015 to 2018, VP & GM North America from 2013 to 2015 and VP of Finance & Operations & Controller Americas from 2005 to 2013. Mr. Goralski joined MacDermid in 2001 as a Financial

Analyst for the Electronics Division. MacDermid was acquired by the Company in October 2013. He holds a B.S. in Accounting from The University of Connecticut.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis ("CD&A") presents our overall executive compensation philosophy and the main components of our executive compensation program as it applied to our NEOs (as defined under "EXECUTIVE COMPENSATION TABLES – 2020 Summary Compensation Table" below) in 2020:

The CD&A is organized as follows:

Section

Page

Section

Page

SEC Form DEF 14A filed by Element Solutions Inc.