LIVENT CORPORATION - DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

LIVENT CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DEAR STOCKHOLDER

PIERRE BRONDEAU

CHAIRMAN OF THE BOARD

March 16, 2023

It is my pleasure to invite you to attend the Company’s 2023 Annual Meeting of Stockholders. The meeting will be held virtually via live webcast on Tuesday, April 25, 2023, at 2:00 p.m. EDT. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/ LTHM2023, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

During the meeting, we will report to you on the Company’s earnings results and other achievements during 2022. We welcome this opportunity to have a dialogue with our stockholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Please see your proxy card for specific instructions on how to vote.

Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TUESDAY, APRIL 25, 2023

2:00 p.m. EDT

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/LTHM2023. There will be no physical location for stockholders to attend.

Dear Stockholder:

You are invited to the Annual Meeting of Stockholders of Livent Corporation. We will hold the meeting virtually via live webcast at the time and web page noted above. At the meeting, we will ask you to:

1.	Elect three Class II directors to terms expiring in 2026.
2.	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023.
3.	Hold an advisory (non-binding) vote on named executive officer compensation.
4.	Approve proposed amendments to the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws to declassify the board of directors.
5.	Approve a proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements.
6.	Consider and act upon any other business properly brought before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR, AND VOTES FOR PROPOSALS 2, 3, 4 and 5.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card whether or not you plan to attend the virtual meeting; or if you prefer, please follow the instructions on the enclosed proxy card for voting by Internet or by telephone whether or not you plan to attend the virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2023:

The proxy statement and the annual report to security holders are available at www.livent.com.

By order of the Board of Directors,

SARA PONESSA

Vice President,

General Counsel and Secretary

March 16, 2023

TABLE OF CONTENTS

I. GENERAL INFORMATION		5
SOLICITATION OF PROXIES		5
AGENDA ITEMS		5
INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING		5
INFORMATION ABOUT VOTING		6

II. THE PROPOSALS TO BE VOTED ON		8
PROPOSAL 1	ELECTION OF DIRECTORS	8
PROPOSAL 2	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	9
PROPOSAL 3	ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	10
PROPOSAL 4	AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS	11
PROPOSAL 5	AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS	12

III. BOARD OF DIRECTORS		13
DIRECTOR QUALIFICATIONS		13
NOMINEES FOR DIRECTOR		15
CONTINUING DIRECTORS		17

IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		20
MEETINGS		20
COMMITTEES AND INDEPENDENCE OF DIRECTORS		20
DIRECTOR COMPENSATION		22
CORPORATE GOVERNANCE		25

V. SECURITY OWNERSHIP OF LIVENT CORPORATION		29
MANAGEMENT OWNERSHIP		29
OTHER SECURITY OWNERSHIP		30
DELINQUENT SECTION 16(a) REPORTS		30
VI. EXECUTIVE COMPENSATION		31

COMPENSATION DISCUSSION AND ANALYSIS		31
EXECUTIVE COMPENSATION TABLES		47
PAY RATIO DISCLOSURE		52
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		52
PAY VERSUS PERFORMANCE DISCLOSURE		57

VII. OTHER MATTERS		61
NOTICE AND ACCESS		61
HOUSEHOLDING		61
AUDIT COMMITTEE REPORT		62
EXPENSES RELATING TO THIS PROXY SOLICITATION		62
ANNUAL REPORT		62

APPENDIX A-1 PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - BOARD DECLASSIFICATION		A-1

APPENDIX A-2 PROPOSED AMENDMENT TO AMENDED AND RESTATED BY-LAWS - BOARD DECLASSIFICATION		A-2

APPENDIX B PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - ELIMINATION OF SUPERMAJORITY VOTING		B-1

LIVENT CORPORATION | 2023 PROXY STATEMENT 4

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I. GENERAL INFORMATION

SOLICITATION OF PROXIES

The Board of Directors (“Board”) of Livent Corporation (the “Company”, “Livent” or “we”) is soliciting proxies for use at the Company’s 2023 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned, the “Annual Meeting”). On or about March 16, 2023, we will mail to each of our stockholders (other than those who previously requested electronic delivery or previously elected to receive delivery of a paper copy of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet and how to submit a proxy electronically using the internet.

AGENDA ITEMS

The agenda for the Annual Meeting is to:

1.	Elect three Class II directors to terms expiring in 2026;
2.	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023;
3.	Conduct an Advisory (Non-Binding) vote on named executive officer compensation;
4.	Approve proposed amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated By-Laws (“By-Laws”) to declassify the board of directors;
5.	Approve a proposed amendment to the Company’s Certificate of Incorporation to eliminate supermajority voting requirements; and
6.	Conduct other business properly brought before the meeting.

INSTRUCTIONS FOR THE VIRTUAL ANNUAL MEETING

This year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/LTHM2023 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 1:30 p.m. Eastern Daylight Savings Time (“EDT”) on April 25, 2023. The meeting will begin promptly at 2:00 p.m. EDT on April 25, 2023.

Whether or not you participate in the virtual meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your 16-digit control number. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

The stockholders question and answer session at the Annual Meeting will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/ LTHM2023. We will post questions and answers, if applicable to our business, on our Investor Relations website shortly after the meeting.

LIVENT CORPORATION | 2023 PROXY STATEMENT 5

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INFORMATION ABOUT VOTING

WHO CAN VOTE

You can vote at the Annual Meeting if you were a holder of the Company’s common stock, par value of $0.001 per share (“Common Stock”), on the record date. The record date is the close of business on February 27, 2023. You will have one vote for each share of Common Stock. As of the record date, there were 179,655,022 shares of Common Stock outstanding.

HOW TO VOTE

You may vote in one of four ways:

■	You can vote by signing and returning the enclosed proxy card if you have elected to receive a full set of proxy materials. This will authorize and instruct the individuals named on the card to vote your shares at the Annual Meeting in the way you indicate;
■	You can vote by internet prior to the Annual Meeting;
■	You can vote by telephone prior to the Annual Meeting; or
■	You can cast your vote by internet at the Annual Meeting.

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/LTHM2023, where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

USE OF PROXIES

Unless you tell us on the proxy card to vote differently, we plan to vote signed and returned proxies FOR the Board nominees for director, FOR Proposals 2, 3, 4 and 5, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

QUORUM REQUIREMENT

We need a quorum of stockholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding Common Stock entitled to vote at the meeting either attend the Annual Meeting in person or are represented by proxy at the Annual Meeting. Abstentions, broker non-votes (described below) and votes withheld are counted as present for the purpose of establishing a quorum. Stockholders who attend the Annual Meeting by following the instructions above under “How to Vote” will be considered to be attending the meeting “in person.”

VOTE REQUIRED FOR ACTION

Directors are elected by a majority of the votes cast in an uncontested election. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the election of directors is an uncontested election. As a result, any nominee who receives a majority of the votes cast with respect to his or her election at the Annual Meeting will be elected to the Board (or re-elected, in the case of any nominee who is an incumbent director). Incumbent nominees have tendered a contingent resignation which would become effective if (i) the nominee does not receive a majority of the votes cast with respect to his or her election at the Annual Meeting and (ii) the Board of Directors accepts such resignation. Adoption of Proposals 2 and 3 (which is non-binding) require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at the meeting, and adoption of Proposals 4 and 5 require the affirmative vote of the holders of at least 80% of all outstanding shares of the Company entitled to vote at the meeting.

LIVENT CORPORATION | 2023 PROXY STATEMENT 6

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ABSTENTIONS OR LACK OF INSTRUCTIONS TO BANKS OR BROKERS

Abstentions will not be counted as votes cast for the election of directors, and thus will have no effect on the election of directors. With respect to Proposals 2 through 5, abstentions will have the effect of a vote against such proposals.

A broker non-vote occurs when a bank, broker or other nominee holding shares on behalf of a stockholder does not receive voting instructions from the beneficial owner with respect to a non-routine matter to be voted on at the Annual Meeting by a specified date before the Annual Meeting. Banks, brokers and other nominees may vote undirected shares on matters deemed routine in accordance with New York Stock Exchange (“NYSE”) rules, but they may not vote undirected shares on matters deemed non-routine in accordance with such rules. For this purpose, the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, but the election of directors, the non-binding advisory vote regarding named executive officer compensation, the amendments to the Certificate of Incorporation and By-Laws to declassify the Board of Directors, and the amendment to the Certificate of Incorporation to eliminate supermajority voting requirements are considered non-routine matters.

In the event of a broker non-vote in the election of directors or the non-binding advisory vote regarding named executive officer compensation at the Annual Meeting, the broker non-vote will not have any effect on the outcome inasmuch as broker non-votes are not counted as votes cast or as shares present and entitled to be voted with respect to any matter on which the broker has expressly not voted. In the event of a broker non-vote with respect to the amendments to the Certificate of Incorporation and By-Laws to declassify the Board of Directors or the amendment to the Certificate of Incorporation to eliminate supermajority voting requirements, the broker non-vote will have the effect of a vote against the proposals inasmuch as adoption of Proposals 4 and 5 require the affirmative vote of the holders of at least 80% of all outstanding shares of common stock entitled to vote at the meeting.

REVOKING A PROXY

You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:

■	Sending a written notice to the Corporate Secretary of Livent;
■	Delivering a properly executed, later-dated proxy; or
■	Attending the Annual Meeting and voting by internet, provided that you comply with the conditions set forth in the section of this proxy statement above entitled “How to Vote”.

LIVENT CORPORATION | 2023 PROXY STATEMENT 7

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II. THE PROPOSALS TO BE VOTED ON

PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR DIRECTOR

The Board of Directors is divided into three classes, with one class of our directors standing for election each year, for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their death, resignation or removal or their successors are duly elected and qualified. Vacancies on the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the class of directors to which he or she is elected. A director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

The Board of Directors currently consists of nine directors, divided into the following three classes:

■	The Class I directors are Michael F. Barry, Steven T. Merkt and Pablo Marcet, and their terms will expire at the 2025 annual meeting of stockholders;
■	The Class II directors are Paul W. Graves, Andrea E. Utecht and Christina Lampe-Önnerud, and their terms will expire at the Annual Meeting; and
■	The Class III directors are Pierre Brondeau, G. Peter D’Aloia, and Robert C. Pallash, and their terms will expire at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”).

All of our Class II directors have been nominated to serve as Class II directors and have agreed to stand for election. If elected, the Class II directors’ next term will expire at the 2026 annual meeting of stockholders. Information about the nominees is contained in the section of this proxy statement entitled “Board of Directors”.

The Board of Directors expects that each of the nominees will be able and willing to serve as directors. If any nominee becomes unavailable, the proxies may be voted for another person nominated by the Board of Directors to fill the vacancy, or the size of the Board of Directors may be reduced.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF PAUL W. GRAVES, ANDREA E. UTECHT AND CHRISTINA LAMPE-ÖNNERUD TO THE BOARD OF DIRECTORS AS CLASS II DIRECTORS AS DESCRIBED ABOVE.

LIVENT CORPORATION | 2023 PROXY STATEMENT 8

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PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Audit Committee has approved KPMG LLP (“KPMG”) continuing to serve as the Company’s independent registered public accounting firm for 2023.

The Audit Committee periodically reviews the performance of the independent external audit firm. In conjunction with the mandated rotation of KPMG’s lead engagement partner, the Audit Committee and its chairperson also evaluate and approve the selection of KPMG’s new lead engagement partner.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of KPMG. For the fiscal years 2021 and 2022, KPMG’s fees, all of which were approved by the Audit Committee, are included in the table below.

($000)	2021		2022
Audit Fees⁽¹⁾	$	2,933	$	3,232
Audit Related Fees⁽²⁾		9		29
Tax Fees⁽³⁾		140		200
All Other Fees⁽⁴⁾		0		0
TOTAL	$	3,082	$	3,461

(1)	Fees for professional services performed by KPMG for the integrated audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K filing and quarterly reviews of the financial statements included in the Company’s Reports on Form 10-Q filings. The amount also includes other services that are normally provided by KPMG in connection with statutory and regulatory filings.
(2)	Fees for services performed by KPMG that include audit related services in connection with attestations by KPMG that are required by statute, regulation, or contractual requirements.
(3)	Fees for professional services performed by KPMG with respect to tax compliance reviews.
(4)	Fees for other permissible work performed by KPMG that does not fall within the categories set forth above.

PRE-APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM SERVICES

The Audit Committee has adopted a Pre-Approval Policy with respect to audit and non-audit services performed by its independent registered public accounting firm. The following is a summary of the Pre-Approval Policy.

Prior to the commencement of services for a given year, the Audit Committee will grant pre-approvals of expected services and estimated fees, as presented by the independent registered public accounting firm. The independent registered public accounting firm will routinely update the Audit Committee during the year in which the services are performed as to the actual services provided and related fees pursuant to the Pre-Approval Policy.

Unexpected services or services for which the fees to be incurred would exceed pre-approved amounts, will require specific approval before the services may be rendered. Requests or applications to provide such services that require specific approval by the Audit Committee will be submitted to the Chairman of the Audit Committee by both the Company’s Chief Financial Officer and the independent registered public accounting firm.

The request or application must include a statement as to whether, in the view of both the independent registered public accounting firm and the Chief Financial Officer, such request or application is consistent with the rules of the Securities and Exchange Commission (the “SEC”) regarding auditor independence. Authority to grant approval for such services has been delegated to the Chairman of the Audit Committee subject to a $100,000 limit for each request, and limited to $500,000 in the aggregate per year, provided that any such approval would then be reviewed by the full Audit Committee at the next regularly scheduled meeting.

The Audit Committee has determined that the independence of KPMG has not been adversely impacted as a result of the non-audit services performed by such accounting firm.

We expect a representative of KPMG to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and also will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023.

LIVENT CORPORATION | 2023 PROXY STATEMENT 9

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PROPOSAL 3 ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) and the related rules of the SEC, our Board of Directors is submitting a proposal providing our stockholders the opportunity to cast a non-binding advisory vote on the executive compensation paid to the Company’s executive officers named in this proxy statement (“named executive officers” or “NEOs”). In 2020, our stockholders voted that we should conduct a non-binding advisory vote on executive compensation (“Say on Pay”) on an annual basis. In line with that advisory vote, our Board of Directors determined that Livent will conduct a Say on Pay vote annually.

This advisory vote on named executive officer compensation is non-binding on the Board, will not overrule any decision by the Board and does not compel the Board to take any action. However, the Board and the Compensation and Organization Committee of the Board (the “Compensation Committee”) may consider the outcome of the vote when considering future executive compensation decisions. Specifically, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, the Board will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board and the Compensation Committee believe that the Company’s executive compensation programs and policies and the compensation decisions described in this proxy statement (i) support the Company’s business objectives, (ii) link the interests of the executive officers and stockholders, (iii) align NEO pay with individual and the Company’s performance, without encouraging excessive risk-taking that could have a material adverse effect on the Company, (iv) provide NEOs with a competitive level of compensation, and (v) promote retention of the NEOs and other senior leaders.

For the reasons discussed above (and further amplified in the compensation disclosures made in this proxy statement), the Board recommends that stockholders vote in favor of the following resolution:

RESOLVED that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and other related tabular and narrative disclosures set forth in this proxy statement).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE RESOLUTION.

LIVENT CORPORATION | 2023 PROXY STATEMENT 10

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PROPOSAL 4 AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS

The Board of Directors is submitting for approval by stockholders the following proposed amendments to the Certificate of Incorporation and By-Laws to eliminate, over a period of three years, the classification of its Board of Directors, without affecting the unexpired terms of directors.

The Company’s Certificate of Incorporation and By-Laws currently provide that the Board of Directors shall be divided into three classes of directors, with each class elected every three years for a three-year term. The structure was put into place by the Company’s former parent at the time of the Company’s initial public offering in 2018 (“IPO”) in order to provide the then-new Company with stability and continuity to develop and implement the best long-term strategic course for the Company to create value. After considering the advantages and disadvantages of declassification, including feedback from stockholders and views of commentators, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to amend the Certificate of Incorporation and By-Laws to declassify the Board of Directors over the next three years. The Board of Directors believes that a declassified board structure should be phased-in so that directors serving immediately following the 2023 Annual Meeting can serve out the terms to which they have been elected. Approval by stockholders of this proposal would result in a fully declassified Board of Directors by the 2026 annual meeting of stockholders.

The Company presented this proposal to stockholders at the 2020, 2021 and 2022 annual meetings of stockholders. While a substantial majority of stockholders voted in favor of this proposal at each of those meetings, the proposal did not receive the requisite affirmative vote of 80% of the total voting power of all outstanding shares of the Company at any of the meetings, so the proposal was not approved. The Board of Directors is presenting this proposal to stockholders again in the hope that it will be approved by the requisite vote of stockholders.

If the proposed amendments are adopted and become effective, directors in office immediately after the 2023 Annual Meeting would serve out their three-year terms, but directors elected by stockholders beginning at the 2024 Annual Meeting would be elected to one-year terms. Beginning at the 2026 annual meeting of stockholders, all directors would be subject to annual election for one-year terms.

The pertinent sections of Article 5 of the Certificate of Incorporation and Article 4 of the By-Laws, as they would be amended upon stockholder approval of this proposal to declassify the Board of Directors and make related changes, are attached as Appendices A-1 and A-2 to this Proxy Statement, respectively.

The Board of Directors has unanimously approved, adopted and declared advisable the amendments to the Certificate of Incorporation and By-Laws to declassify our Board of Directors in phases and make related changes as described above. The Board of Directors has also adopted resolutions recommending that these proposed amendments be submitted to stockholders and recommending that stockholders approve them.

The affirmative vote of 80% of the total voting power of all outstanding shares of the Company is required to approve this Proposal 4 to amend the Certificate of Incorporation and By-Laws to declassify the Company’s Board of Directors as described above. See information about the voting standard for this proposal on pages 6-7.

Consistent with Delaware law, because the Board of Directors is classified, the Certificate of Incorporation currently provides that the directors are removable by stockholders only “for cause.” Upon the full declassification of the Board of Directors as of the 2026 annual meeting of stockholders, all directors would be removable “with or without cause” upon the vote of stockholders holding a majority of the voting power of the then-outstanding shares of all classes and series of capital stock of the Company entitled to vote at any annual or special meeting of stockholders.

If approved, this proposal would become effective, and the amendments to Article 5 of the Certificate of Incorporation and Article 4 of the By-laws described in Appendices A-1 and A-2 to this Proxy Statement would be implemented, upon the filing of a Certificate of Amendment containing the proposed amendments with the Secretary of State of Delaware, which the Company intends to do promptly after the required stockholder approval is obtained.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BY-LAWS TO DECLASSIFY THE BOARD OF DIRECTORS.

LIVENT CORPORATION | 2023 PROXY STATEMENT 11

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PROPOSAL 5 AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS

The Board of Directors is submitting for approval by stockholders the following proposed amendment to the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement.

The Certificate of Incorporation currently requires a supermajority vote of at least 80% of outstanding stock of the Company to (i) approve certain business combinations with an “interested stockholder,” which is defined generally as a person owning 10% or more of the Company’s voting stock, or any affiliate or associate of that person, and (ii) alter, amend or repeal provisions of the Certificate of Incorporation relating to (A) the election and removal of directors, (B) special meetings and shareholder actions by written consent, (C) Section 203 of the Delaware Act, (D) certain corporate opportunities, (E) certain business combinations, (F) exclusive forum and (G) amendments to the Certificate of Incorporation. This proposed amendment would reduce the required stockholder approval for these actions to a simple majority of the voting power of the Company’s outstanding shares.

A copy of Articles 8 and 9 of the Certificate of Incorporation, as such Articles would be amended upon stockholder approval of this proposal to replace supermajority voting requirements with a simple majority of outstanding shares requirement, is attached as Appendix B to this Proxy Statement.

Our Nominating and Corporate Governance Committee and the Board frequently review the Company’s governance structure and practices. Based on that review, which included consideration of current good governance practices and the advantages and disadvantages of the supermajority provisions, the Board of Directors has unanimously approved and recommends that stockholders approve the amendment to the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement.

The affirmative vote of 80% of the total voting power of all outstanding shares of the Company is required to approve this Proposal 5 to amend the Certificate of Incorporation to replace supermajority voting requirements with a simple majority of outstanding shares requirement as described above. See information about the voting standard for this proposal on pages 6-7.

If approved, this proposal would become effective, and the amendments to Articles 8 and 9 of the Certificate of Incorporation described in Appendix B to this Proxy Statement would be implemented, upon the filing of a Certificate of Amendment containing the proposed amendments with the Secretary of State of Delaware, which the Company intends to do promptly after the required stockholder approval is obtained.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS.

LIVENT CORPORATION | 2023 PROXY STATEMENT 12

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III. BOARD OF DIRECTORS

DIRECTOR QUALIFICATIONS

Directors are selected based on integrity, successful business experience, stature in their own fields of endeavor and diversity of perspectives they bring to the Board. Desired attributes of all directors include (i) ability to reach thoughtful, independent and logical judgments on difficult and complex issues; (ii) demonstrated leadership; (iii) knowledge, experience and skills in areas relevant to the Company’s lines of business; (iv) objectivity; and (v) willingness and ability to cooperate and engage with other members of the Board openly and constructively. Directors must also be able to view the issues the Company faces from the stockholders’ perspective and be committed to representing the long-term interests of our stockholders. We also require that our directors be able to commit the time necessary to ensure the diligent performance of their duties. Our Statement of Governance Principles, Policies and Procedures requires that a majority of directors must be ‘independent’ within the meaning of the Sarbanes Oxley Act and NYSE Listing Standards.

BOARD REFRESHMENT AND DIVERSITY

A continuing priority of the Board is ensuring the Board is composed of directors who bring diverse perspectives and viewpoints and have a variety of skills, experiences and backgrounds to enable the Board to effectively fulfill its governance responsibilities and represent the long-term interests of its stockholders. The Nominating and Corporate Governance Committee and the Board regularly monitor the composition of the Board and evaluate the key qualifications, skills and attributes required in order to effectively refresh the Board with engaged and dynamic leaders with proven business track records who will bring fresh perspectives to the Board while maintaining the productive working dynamics and collegiality of the Board. The Nominating and Corporate Governance Committee and the Board are focused on identifying individuals whose characteristics will enable them to make meaningful contributions to the shaping of our business strategy. In addition, to support board refreshment and the maintenance of an appropriate balance of tenure, experience and perspectives, the Board maintains a mandatory retirement policy as described below in the section entitled “Retirement/Resignation Policy for Directors.”

As part of its consideration of director nominations and director succession, the Nominating and Corporate Governance Committee periodically reviews the appropriate skills and characteristics required of Board members such as integrity, successful business experience, stature in their own fields of endeavor, diversity of perspectives, recognized experience in Livent’s lines of business, and leadership in areas such as government service, academia, finance and international trade. We aim for a substantial representation of the independent Board members to be active or retired senior executives. A range in the age of Board members is also targeted to allow staggered retirement and replacement of desired skills on a planned basis with appropriate continuity. The Board is mindful that director tenure is an important consideration in evaluating Board composition. The average tenure of the director nominees is approximately 4.12 years.

Additionally, due to the global and complex nature of our business, we believe that maintaining a diverse Board membership with varying backgrounds, skills, expertise and other differentiating personal characteristics enhances the quality and diversity of thought in the Board’s deliberations and enables the Board to better represent all of the Company’s constituents. In seeking candidates who possess diversity of experience, background and perspective, the Nominating and Corporate Governance Committee casts a wide net and considers candidates from diverse backgrounds based on race, ethnicity, national origin, gender, industry experience, type of position held, and other corporate board experience. In addition to reviewing a candidate’s background and accomplishments, candidates are evaluated in the context of the current composition of the Board and the evolving needs of the Company.

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The table below provides certain highlights of key skills and competencies and diversity characteristics of our Board:

Livent Corporation –
Board of Directors

Michael
F. Barry

Pierre R.
Brondeau

G. Peter
D’Aloia

Paul W.
Graves

Christina
Lampe-
Önnerud

Pablo
Marcet

Steven T.
Merkt

Robert
Pallash

Andrea
E. Utecht

KEY SKILLS/COMPETENCIES

Senior Management (C-suite) Experience — current or past

Global Business/International Experience — managed multinational/global business and/or extensive foreign dealings

Accounting or Financial Expertise — meets SEC audit committee financial expert standard or current/former CPA

Innovation Experience — experience managing innovation, R&D, or information technology

Lithium Industry experience — works (current or past) for a business involved in lithium, EVs, batteries or EV supply chain, or has served as director

Sustainability/ESG Experience—experience on sustainability issues or managed organization with significant environmental, health or safety issues

Government/Public Affairs/Regulatory Experience — experience as former government official, public affairs professional or regulator, engaging with government officials or management of regulated business

Human Capital/Talent Management Experience — managed large organization or HR function

LIVENT CORPORATION | 2023 PROXY STATEMENT 14

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Livent Corporation –

Board of Directors

Michael

F. Barry

Pierre R.

Brondeau

G. Peter

D’Aloia

Paul W.

Graves

Christina

Lampe-

Önnerud

Pablo

Marcet

Steven T.

Merkt

Robert

Pallash

Andrea

E. Utecht

Corporate Strategy/M&A Experience — managed corporate strategy or significant M&A transactions

Public Company Governance Experience — experience as officer or director of public company

Risk Oversight (or Risk Management) — experience overseeing complex risk management matters

Diversity

Gender (Female, Male)

Race (Hispanic, White)

H / W

National Origin

USA

France

Brazil

U.K.

Sweden

Argentina

USA

U.K.

USA

Additionally, the professional experience, qualifications, skills and expertise of each director is set forth below.

NOMINEES FOR DIRECTOR

CLASS II DIRECTORS, NEW TERM EXPIRING IN 2026

PAUL W. GRAVES

Age 52

Director

since: 2018

PRINCIPAL OCCUPATION:

President, Chief Executive Officer and Director of Livent since 2018

Before joining Livent, Mr. Graves served as Executive Vice President and Chief Financial Officer of FMC from 2012 to 2018. Mr. Graves previously served as a managing director and partner in the Investment Banking Division at Goldman Sachs Group in Hong Kong and was the co-head of Natural Resources for Asia (excluding Japan). In that capacity, he was responsible for managing the company’s Pan-Asian Natural Resources Investment Banking business. Mr. Graves also served as Global Head of Chemical Investment Banking for Goldman Sachs, which he joined in 2000. Mr. Graves previously held finance and auditing roles of increasing responsibility at Ernst & Young, British Sky Broadcasting Group, ING Barings and J. Henry Schroder & Co.

OTHER BOARD EXPERIENCE:

Mr. Graves was a member of the Board of Directors of Lydall, Inc. from April 2021 until October 2021. Mr. Graves also serves on the Board of Directors of Nemaska Lithium, Inc., and has served on the Board of Directors of the Farmers Business Network since April 2022, where he serves on its Audit Committee.

QUALIFICATIONS:

Mr. Graves’s in-depth knowledge of the lithium business, his experience as FMC’s Chief Financial Officer and his financial expertise enables him to offer valuable insights to our Board of Directors.

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ANDREA E. UTECHT

Age 74

Director

since: 2018

PRINCIPAL OCCUPATION:

Retired Executive Vice President, General Counsel and Secretary of FMC Corporation

Ms. Utecht joined FMC in July 2001 as Chief Legal Officer and served as FMC’s Vice President, General Counsel and Secretary from January 2002, and as Executive Vice President from 2011 until her retirement from FMC on March 31, 2019. Prior to joining FMC, Ms. Utecht was Senior Vice President, Secretary and General Counsel of ATOFINA Chemicals, Inc. (now known as Arkema Inc.). She was with ATOFINA and its predecessor companies for 20 years, including three years as Vice President for acquisitions and divestitures.

QUALIFICATIONS:

Ms. Utecht’s legal experience and intimate knowledge of the lithium business make her a significant contributor to the Board of Directors.

CHRISTINA LAMPE-ÖNNERUD

Age 56

Director

since:

February,

2020

PRINCIPAL OCCUPATION:

Founder, Chairperson and Chief Executive Officer of Cadenza Innovation, Inc. since 2012

Dr. Lampe-Önnerud is an internationally recognized expert on Lithium-ion batteries (for EVs) and energy storage. She currently serves as Founder, Chairperson and Chief Executive Officer of Cadenza Innovation, Inc., a Lithium-ion battery technology provider to the transportation, utility and commercial/industrial markets. Earlier in her career, she founded Boston-Power, Inc. a global Lithium-ion battery manufacturer, where she served as Chairperson and Chief Executive Officer. She has also held a senior executive position at hedge fund firm Bridgewater Associates, LP and served as Director and Partner in the Technology and Innovation Practice at innovation and management consulting firm, Arthur D. Little, Inc. She also serves as Co-Chair of Li-Bridge, a U.S. Department of Energy initiative to accelerate the development of a robust and secure supply chain for lithium-based batteries.

OTHER BOARD EXPERIENCE:

In addition to her role as Chairperson for Cadenza Innovation’s Board of Directors, Dr. Lampe-Önnerud serves on the board of the New York Battery and Energy Storage Technology Consortium. Previously, she served on the boards for FuelCell Energy, Inc. from 2018 until 2019, Syrah Resources Limited from 2016 until 2019, and Boston-Power, Inc. from 2005 until 2012.

QUALIFICATIONS:

Renowned for her pioneering work in developing and commercializing Lithium-ion batteries, Dr. Lampe-Önnerud holds more than 80 patents. She is a two-time World Economic Forum Technology Pioneer winner, an organization for which she co-chaired its Global Futures Council on Energy Technologies. She has served as an advisor to the United Nations, is member of Sweden’s Royal Academy of Engineering Sciences and serves on MIT’s Visiting Committee for the Chemistry Department. Dr. Lampe-Önnerud’s Lithium-ion battery industry experience and her executive positions at technology-based businesses makes her a significant contributor to the Board of Directors.

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CONTINUING DIRECTORS

CLASS I DIRECTORS,TERM EXPIRING IN 2025

MICHAEL F. BARRY

Age 64

Director

since: 2018

PRINCIPAL OCCUPATION:

Former Chief Executive Officer and President of Quaker Chemical Corporation d/b/a Quaker Houghton, and Chairman of the Board of Quaker since May 2009

Mr. Barry held various leadership and executive positions of increasing responsibility after joining Quaker in 1998, including Chief Executive Officer and President from October 2008 to November 2021, Senior Vice President and Managing Director–North America from January 2006 to October 2008; Senior Vice President and Global Industry Leader–Metalworking and Coatings from July to December 2005; Vice President and Global Industry Leader–Industrial Metalworking and Coatings from January 2004 to June 2005; and Vice President and Chief Financial Officer from 1998 to August 2004. He ceased being the Chief Executive Officer and President of Quaker Chemical Corporation on November 30, 2021, but remained as an employee until December 31, 2021. Mr. Barry continues to serve in his role as Chairman of the Board of Directors.

OTHER BOARD EXPERIENCE:

Mr. Barry serves as the Chairman of Quaker’s Board of Directors. Mr. Barry was also a member of the Board of Directors of Rogers Corporation, from which he retired in May 2020. Mr. Barry serves on the Board of Trustees of Drexel University.

QUALIFICATIONS:

Mr. Barry’s significant business experience resulting from senior executive positions in the global chemical industry, and his service as a director of other public companies, make him a valuable contributor to our Board of Directors.

STEVEN T. MERKT

Age 55

Director

since: 2018

PRINCIPAL OCCUPATION:

President of the Transportation Solutions segment at TE Connectivity Ltd., one of the world’s largest suppliers of connectivity and sensor solutions to the automotive and commercial vehicle marketplaces, since August 2012

Before August 2012, Mr. Merkt was President of TE’s Automotive business. Since joining TE in 1989, Mr. Merkt has held various leadership positions in general management, operations, engineering, marketing, supply chain, and new product launches.

OTHER BOARD EXPERIENCE:

Mr. Merkt is a member of the Board of Directors of the Isonoma Foundation, a foundation whose mission is to help diminish disparities in healthcare, housing and education in the Philadelphia and Harrisburg regions of Pennsylvania.

QUALIFICATIONS:

Mr. Merkt’s experience particularly in the automotive and commercial vehicle sectors makes him a valuable contributor to our Board.

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PABLO MARCET

Age 59

Director since: February, 2020

PRINCIPAL OCCUPATION:

Founder and President, Geo Logic S.A. since 2003

Mr. Marcet is the founder of Geo Logic S.A., a management consulting company that services the mining sector, and has served as President since 2003. He also served as the President and Chief Executive Officer of Waymar Resources Limited, a Canadian mineral exploration company, from 2010 to 2014, until its acquisition by Orosur Mining Inc. Prior to this, Mr. Marcet served as President, Subsidiaries and Operations, Argentina, of Northern Orion Resources Inc. from 2003 until 2007, and held senior roles with BHP Billiton from 1988 until 2003.

OTHER BOARD EXPERIENCE:

Mr. Marcet serves on the Board of Directors of St. George’s College, a private school in Argentina. Previously, Mr. Marcet was a member of the Board of Directors of U3O8 Corp., a uranium and battery commodities company, from 2011 until August 2020, Esrey Resources Ltd. from 2017 until 2020, Barrick Gold Corporation from 2016 until 2019, Orosur Mining Inc. from 2014 until 2016, and Waymar Resources Limited from 2010 until 2014.

QUALIFICATIONS:

Mr. Marcet’s significant business experience in the mining industry in Latin America, and particularly in Argentina, make him a valuable contributor to the Board of Directors.

CLASS III DIRECTORS,TERM EXPIRING IN 2024

PIERRE BRONDEAU

Age 65

Director

since: 2018

PRINCIPAL OCCUPATION:

Chairman, Livent since 2018

Mr. Brondeau joined FMC as President and Chief Executive Officer in January 2010 and became its Chairman in October 2010 and Executive Chairman in June 2020. He resigned as President in June 2018, as Chief Executive Officer in June 2020, and as Executive Chairman in April 2021, and retired as an employee of FMC coincident with his retirement as Executive Chairman. Before joining FMC, Mr. Brondeau served as President and Chief Executive Officer, Dow Advanced Materials Division, until his retirement in September 2009. Prior to Dow’s acquisition of Rohm and Haas Company in April 2009, he was President and Chief Operating Officer of Rohm and Haas from May 2008. Mr. Brondeau held numerous executive positions during his tenure at Rohm and Haas from 1989 through May 2008.

OTHER BOARD EXPERIENCE:

Mr. Brondeau serves as the Chairman of the Board of Directors of FMC as a non-employee Director. Mr. Brondeau previously served on the Board of Directors of TE Connectivity from June 2007 until March 2022, including as the Lead Independent Director from March 2015 until March 2022, and as a member of the Board of Directors of Marathon Oil Corporation until March 2016.

QUALIFICATIONS:

Mr. Brondeau’s past roles as Executive Chairman and CEO of FMC, where he was responsible for the Lithium Division, and his former senior executive positions in the chemical industry, make him an important contributor to the Board of Directors.

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G. PETER D’ALOIA

Age 78

Director

since: 2018

PRINCIPAL OCCUPATION:

Former Managing Director and member of the Board of Directors of Ascend Performance Materials Holdings, Inc., a producer of Nylon 66 and related chemicals

Mr. D’Aloia served as Managing Director and a member of the Board of Directors of Ascend Performance Materials Holdings, Inc. from June 1, 2009 until March 31, 2017. From February 2000 until June 2008, Mr. D’Aloia served as Senior Vice President and Chief Financial Officer of Trane, Inc. (formerly American Standard Companies, Inc.). Prior to that, he was employed by Honeywell (formerly AlliedSignal Inc.), a diversified industrial company, most recently serving as Vice President-Strategic Planning and Business Development. He spent 28 years with AlliedSignal Inc. in diverse management positions, including Vice President-Taxes, Vice President and Treasurer, Vice President and Controller, and Vice President and Chief Financial Officer for the Engineered Materials sector.

OTHER BOARD EXPERIENCE:

Mr. D’Aloia was a member of the Board of Directors of Wabco, Inc. until May 2020. Mr. D’Aloia served as a member of the Board of Directors of FMC from 2002 until April 2020 (including service on its Audit Committee). Mr. D’Aloia also served on the Board of Directors of ITT Inc. until May 2017.

QUALIFICATIONS:

Mr. D’Aloia’s significant financial and business experience resulting from senior executive and financial roles in large manufacturing operations, and his service as a director of other public companies, make him highly qualified to be a director of the Company.

ROBERT C. PALLASH

Age 71

Director

since: 2018

PRINCIPAL OCCUPATION:

Retired President, Global Customer Group and Senior Vice President of Visteon Corporation, an automotive parts manufacturer

From January 2008 until December 2013, Mr. Pallash served as President, Global Customer Group and Senior Vice President of Visteon Corporation, an automotive parts manufacturer. From August 2005 to January 2008, Mr. Pallash was Senior Vice President, Asia Customer Group for Visteon. He joined Visteon in September 2001 as Vice President, Asia Pacific. Visteon filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in May 2009 and emerged from bankruptcy in October 2010. Prior to joining Visteon, Mr. Pallash served as President of TRW Automotive Japan from 1999.

OTHER BOARD EXPERIENCE:

Mr. Pallash has served as a member of the Board of Directors of FMC since 2008, and he served on the Board of Directors of Halla Climate Controls in South Korea, a majority-owned subsidiary of Visteon Corporation until December 2013.

QUALIFICATIONS:

Mr. Pallash’s international experience, particularly in Asia, a critical region for the lithium and broader energy storage supply chain, and his automotive industry experience enable him to bring significant value as a member of the Board of Directors.

LIVENT CORPORATION | 2023 PROXY STATEMENT 19

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IV. INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

MEETINGS

During 2022, the Board of Directors held five regular meetings and two special telephonic meetings. One director missed the two special telephonic meetings of the Board. All other incumbent directors attended every meeting of the Board. One director who serves on the Audit Committee missed one meeting. All other directors attended each meeting of each committee on which the director served during 2022. The average attendance rate for all Board and committee meetings was approximately 98%.

COMMITTEES AND INDEPENDENCE OF DIRECTORS

The Board of Directors has five standing Committees: an Audit Committee, a Compensation and Organization Committee, a Nominating and Corporate Governance Committee, an Executive Committee and a Sustainability Committee. The Audit Committee, the Compensation and Organization Committee, the Nominating and Corporate Governance Committee and the Sustainability Committee are entirely composed of independent directors as determined by the Board on the basis set forth below.

The Board has affirmatively determined that each of Messrs. Barry, Brondeau, D’Aloia, Marcet, Merkt and Pallash, Ms. Lampe-Önnerud and Ms. Utecht meets the NYSE rules regarding independence and has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

AUDIT COMMITTEE

The Board of Directors has adopted a written charter that outlines the duties of the Audit Committee, including conducting an annual self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The principal duties of this Committee, among others, include:

■	Review the annual report, proxy statement and periodic SEC filings such as the Company’s reports on Form 10-K and 10-Q, including Management’s Discussion and Analysis, and ensure that the Company’s financial reports fairly represent its operations
■	Review with management the Company’s earnings releases
■	Monitor the Company’s compliance with legal and regulatory requirements
■	Review the effectiveness and adequacy of the Company’s internal controls
■	Review federal income tax issues
■	Review the Company’s policies with respect to risk assessment, risk management, workplace discrimination and harassment
■	Review environmental matters
■	Review significant changes in accounting policies
■	Review potentially significant litigation
■	Select the independent registered public accounting firm and confirm its independence
■	Pre-approve audit and non-audit services provided by the independent registered public accounting firm
■	Review the effectiveness, scope and performance of activities of the independent registered public accounting firm and the internal auditor function

Members: Mr. Barry (Chair), Mr. D’Aloia, Mr. Merkt and Ms. Lampe-Önnerud. The Board of Directors has determined that each member of the Audit Committee is “independent” as defined by SEC and NYSE rules, that Messrs. Barry, D’Aloia, and Merkt meet the SEC requirements for an “audit committee financial expert,” and that Ms. Lampe-Önnerud is “financially literate” as required by the NYSE. The Board has also determined that no current Audit Committee member sits on the audit committee of more than three public companies.

Number of Meetings in 2022: five.

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COMPENSATION AND ORGANIZATION COMMITTEE

The Board of Directors has adopted a written charter that outlines the duties of the Compensation and Organization Committee (the “Compensation Committee”), including conducting an annual self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”.

The principal duties of this Committee include, among other things:

■	The Committee will review and approve executive compensation policies and practices and establish total compensation for the President and Chief Executive Officer, other executive officers and other senior executives identified by the Committee referred to as designated executives.
■	Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and the other designated executives
■	Review annually the Company’s compensation programs, policies and practices with respect to risk assessment
■	Review performance and establish the total compensation for the Chief Executive Officer and other designated executives
■	Approve issuances of equity and other incentive awards to the Chief Executive Officer and other designated executives
■	Administer the Company’s Incentive Compensation and Stock Plan and determine whether to authorize any delegation permitted under the plan
■	Review significant organizational changes and their business impact, and monitor succession planning
■	Recommend to the Board of Directors candidates for officers of the Company
■	Review the terms of employment agreements, severance agreements, change in control agreements and other compensatory arrangements for designated executives
■	Conduct an annual self-assessment
■	Recommend to the Board of Directors the Company’s submissions to shareholders on executive compensation matters, including the Say on Pay shareholder advisory vote and the frequency of holding a Say on Pay vote, and assess the results of such votes, including whether any changes are appropriate to the Company’s executive compensation policies, practices or plans as a result of such vote
■	Oversee evaluation of management performance and development
■	Review executive stock ownership guidelines and oversee clawback, hedging, and pledging policies
■	Assist the Board of Directors in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to human capital management, including, but not limited to, those policies and strategies regarding corporate culture, talent acquisition and retention, pay equity, career development and employment practices
■	Review human capital management disclosures in the Company’s SEC filings
■	Review the Compensation Discussion and Analysis and based on such review, recommend to the Board of Directors that it be included in the annual proxy statement
■	Review stockholder votes (to the extent applicable) and other input on executive compensation practices and independently determine if any changes are necessary
■	Prepare the Compensation Committee Report to be included in the Company’s annual proxy statement or Form 10-K, if required
■	Oversee engagement with stockholders and proxy advisory firms on executive compensation matters

Members: Mr. D’Aloia (Chair), Mr. Barry, Mr. Brondeau and Mr. Marcet. The Board of Directors has determined that each member of the Compensation and Organization Committee is independent as defined by NYSE rules.

Number of Meetings in 2022: six.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The role and responsibilities of the Nominating and Corporate Governance Committee are set forth in the Statement of Governance Principles, Policies and Procedures adopted by our Board of Directors. A current copy of this document is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The principal duties of this Committee, among other things, include:

■	Review and recommend candidates for director
■	Review, recommend and prioritize criteria for Board of Directors composition
■	Recommend Board of Directors meeting formats and processes
■	Establish Board of Directors retirement policies, subject to full Board of Directors approval
■	Recommend the number, function, composition and Chair of Board of Directors’ Committees
■	Oversee corporate governance, including an annual review of governance principles
■	Review and approve director compensation policies, including the determination of director compensation
■	Oversee Board of Directors and Committee evaluation procedures
■	Determine director independence

LIVENT CORPORATION | 2023 PROXY STATEMENT 21

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■	Recommend whether to accept or reject a director resignation or take other action, where a director has failed to receive a majority of votes cast in an uncontested director election

Members: Mr. Merkt (Chair), Ms. Lampe-Önnerud and Mr. Pallash. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by NYSE rules.

Number of Meetings in 2022: three.

EXECUTIVE COMMITTEE

The Executive Committee will act in place of the Board of Directors when the full Board of Directors is not in session.

Members: Mr. Brondeau (Chair), Mr. D’Aloia, and Mr. Graves.

Number of Meetings in 2022: none.

SUSTAINABILITY COMMITTEE

The Board of Directors has adopted a written charter that outlines the duties of the Sustainability Committee, including conducting an annual self-assessment. A current copy of the Charter is posted on the Company’s website, as described in the section below entitled “Corporate Governance Documents”. The Committee’s scope will encompass safety, environmental and sustainability programs of the Company and its principal duties include:

■	Monitoring the Company’s Sustainability Program, including program development and advancement, goals and objectives, and progress toward achieving those objectives
■	Employee occupational safety and health, and process safety programs
■	Monitoring environmental responsibility and risk mitigation programs, including those relating to climate change, green-house gases, water, waste, energy and biodiversity
■	Monitoring corporate social responsibility programs, including those relating to community, health and safety, human rights, responsible supply chain, and diversity, equity and inclusion (“DE&I”)
■	Reviewing sustainability disclosures, including the Company’s Annual Sustainability Report
■	Audits and assurance of sustainability data and data collection methodology, including through independent third party audits, studies, and sustainability rating bodies
■	Sustainability management systems

Members: Mr. Pallash (Chair), Mr. Brondeau, Mr. Marcet and Ms. Utecht.

Number of Meetings in 2022: four.

DIRECTOR WHO PRESIDES OVER EXECUTIVE SESSIONS

In accordance with the Livent Corporation Statement of Governance Principles, Policies and Procedures, the non-employee members of the Board of Directors meet in regularly scheduled executive sessions without management. These “outside director only” sessions are led by the Chairman of the Board, unless the positions of Chairman of the Board and Chief Executive Officer are not held by separate individuals, in which case these sessions are led by a Lead Director.

DIRECTOR COMPENSATION

COMPENSATION POLICY

The Company maintains the Livent Corporation Compensation Policy for Non-Employee Directors (“Director Compensation Policy”) to provide for the compensation described below. The Board administers the Director Compensation Policy. The Director Compensation Policy is not applicable to directors who are also employees of the Company or its affiliates. Accordingly, Mr. Graves, our CEO, receives no additional compensation for his service as a director. For a description of the compensation paid to Mr. Graves for his service during 2022 as our CEO, see below under the heading “Executive Compensation”.

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RETAINER AND FEES

Currently, each non-employee director is paid an annual retainer of $75,000 or a pro rata amount for any portion of a year served. The retainer is paid in four installments in cash unless the director elects to receive it in restricted stock units (“RSUs”). Restricted stock units granted in lieu of an annual cash retainer are awarded on May 1 of the relevant calendar year, and are subject to forfeiture on a pro rata basis if the director does not serve for the full year in respect of which the retainer is paid. The forfeiture condition is waived in the event of a change in control of the Company or if the director’s service ceases due to his or her death or disability. Each director who chairs a committee is paid an additional $10,000 per year, except the Chairman of the Compensation Committee is paid $15,000 per year, and the Chairman of the Audit Committee is paid $20,000 per year. The chair of the Executive Committee does not receive any additional compensation with respect to such service. Audit Committee members (other than the Chairman of the Audit Committee) also receive an additional $5,000 annual retainer. The non-executive Chairman is entitled to an additional $20,000 annual retainer. All such annual retainer, committee and Chairman payments are paid in four installments.

ANNUAL GRANT OF RESTRICTED STOCK UNITS

Each non-employee director also receives an annual grant of restricted stock units on May 1 of each calendar year having a value of $90,000 on the date of grant. These annual grants will vest at the annual meeting of stockholders held in the year following the date of grant or, if sooner, upon a change in control of the Company. In addition, the restricted stock units will vest on a pro rata basis if the director dies before the annual meeting at which the units would have otherwise vested.

PAYMENT OF VESTED RESTRICTED STOCK UNITS

A director is permitted to specify, prior to the year in which the restricted stock units are credited, the date upon which he or she wishes to receive payment in Common Stock of any vested restricted stock units. In the absence of an election, payment will be made upon the earlier of a director’s cessation of service on the Board or a change in control of Livent. The directors’ ability to sell any distributed shares remains subject to the restrictions of the Company’s Director Stock Ownership Policy, which policy is described below.

OTHER COMPENSATION

Non-employee directors also receive dividend equivalent rights on all restricted stock units awarded as part of their annual retainers and on any vested restricted stock units awarded as an annual grant. Such dividend equivalent rights are credited in the form of additional restricted stock units equal in value to the cash dividends paid to stockholders. The dividend equivalent rights awarded as part of an annual retainer are generally subject to forfeiture on a pro rata basis if a director does not serve on the Board for the full year in respect of which the retainer grant is made, except the forfeiture condition is waived in those circumstances described in the “Retainer and Fees” section above. No other remuneration is paid to non-employee directors for services as a director of the Company. Non-employee directors do not participate in the Company’s nonqualified deferred compensation plan or employee benefit plans.

Competitive market data on director pay levels and design practices are prepared by and reviewed with the Company’s compensation consultant, Aon. In February of 2023, the Nominating and Corporate Governance Committee recommended, and the Board approved, changes to director compensation for the director compensation year beginning on May 1, 2023. Specifically, the fee paid to the chairs of the Nominating and Corporate Governance Committee and the Sustainability Committee will increase to $12,000, and to the non-executive chairman will increase to $65,000. Members of committees (other than the chair) will receive annual retainers with respect to their committee membership as follows: $7,500 for the Audit Committee, $5,000 for the Compensation Committee, and $4,000 for the Nominating and Corporate Governance Committee and Sustainability Committee. In addition, the value of the annual grant of restricted stock units will increase to $105,000.

DIRECTOR STOCK OWNERSHIP POLICY

The Company has established guidelines setting expectations for the ownership of Company stock by non-employee directors. The Director Stock Ownership Policy requires that within five years of being elected to the Board, each non-employee director hold a minimum of five times the value of the annual cash retainer (the “ownership requirement”), currently $375,000, in Company stock. For this purpose, undistributed shares underlying restricted stock units (both vested and non-vested)

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are considered “held” by a director. A director has five years from the date of his or her election to the Board to achieve compliance with the ownership requirement. However, even during the initial five-year phase-in period, directors are not permitted to sell shares of Common Stock, other than to satisfy tax liabilities triggered by Company equity grants, unless they will be in compliance with the ownership requirement (calculated on the then current annual cash retainer) immediately following any sale of Common Stock. Compliance with the ownership requirement is measured at the time of any proposed sale or disposition of shares of Common Stock by a director, and after the initial five-year phase-in period, on December 31 of each year.

DIRECTOR COMPENSATION TABLE 2022

The table below shows the total compensation paid to each non-employee director who served on the Board during 2022.

Name(a)	Fees Earned or Paid in Cash ($)(b)			Stock Awards⁽¹⁾ ($)(c)		All Other Compensation ($)(d)		Total ($)(e)
Pierre F. Brondeau		95,000	⁽²⁾		90,011		–		185,011
G. Peter D’Aloia		95,000	⁽²⁾		90,011		–		185,011
Michael F. Barry		95,000			90,011		–		185,011
Pablo Marcet		75,000			90,011		–		165,011
Steven T. Merkt		90,000			90,011		–		180,011
Christina Lampe-Önnerud		80,000			90,011		–		170,011
Robert C. Pallash		85,000			90,011		–		175,011
Andrea E. Utecht		75,000			90,011		–		165,011

(1)

The amounts in this column reflect the grant date fair value of directors’ stock awards for 2022 computed in accordance with FASB ASC Topic 718. See Note 12 to the consolidated and combined financial statements contained in Livent’s Annual Report on Form 10-K for the year ended December 31, 2022, for the assumptions used in the valuations that appear in this column. The column includes, for all of the directors, a grant of 4,214 RSUs, with a grant date fair value of $90,011. The number of RSUs outstanding and unvested at fiscal year-end for each director was: 7,726 for Mr. Merkt and 4,214 for the other directors.

(2)

For Messrs. Brondeau and D’Aloia, the amount shown includes the portion of cash fees foregone in the first four months of 2022 based on their election to receive RSUs in lieu of annual retainer cash fees in respect of service on the Board between May 1, 2021 and April 30, 2022, as previously disclosed in our 2022 proxy statement. With respect to service on the Board between May 1, 2022 and April 30, 2023, Mr. Merkt elected to receive RSUs in lieu of $75,000 of annual retainer cash fees, resulting in the grant of 3,512 RSUs. In this column, we have included the portion of cash fees that were foregone as a result of this election from May 1, 2022 through December 31, 2022. The portion of cash fees foregone in the first four months of 2023 as a result of this election will be reflected in our 2024 annual proxy statement. Should Mr. Merkt resign from the Board prior to April 30, 2023, he will forfeit a pro rata portion of the RSU grant.

LIVENT CORPORATION | 2023 PROXY STATEMENT 24

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CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

The positions of Chairman of the Board and Chief Executive Officer of the Company are separate. Mr. Brondeau serves as Chairman of the Board and Mr. Graves serves as our Chief Executive Officer and President. Our Corporate Governance principles provide that the Board should consider the issue of separation of the Chairman and Chief Executive Officer positions under the circumstances prevailing from time to time. When the positions are not separate, a Lead Director shall be appointed. The responsibilities of the Lead Director under this structure would include: serving as the liaison between the Chairman and the non-employee directors, reviewing, advising on or approving information sent to the Board, approving meeting agendas and schedules, calling meetings of the non-employee directors, serving as a member of the Executive Committee, and presiding at all meetings at which the Chairman is not present, including executive sessions of the non-employee directors.

BOARD’S ROLE IN OVERSEEING THE RISK MANAGEMENT PROCESS

Successful management of the Company requires the understanding, identification and management of risk. As part of the Company’s risk management process, the Board regularly discusses with management the Company’s major risk exposures, their potential financial impact on the Company, and the steps the Company takes to manage them. The Board also reviews the designation of the management person or entity responsible for managing such risks, and evaluates the steps being taken to mitigate such risks. The Board’s monitoring role is carried out by either the full Board or a Committee that reports to the Board, depending on the risk in question. Any risk monitoring that is not allocated to a Committee remains with the Board. The Board has determined that a separate Risk Committee is not warranted at this time.

The Company has a robust enterprise risk management program that facilitates identification, communication and management of the most significant risks throughout the Company employing a formalized framework in which risk governance and oversight are largely embedded in existing organizational and control structures.

COMMUNICATING WITH THE BOARD

Stockholders and any interested parties may communicate with the Board of Directors, the Chairman of the Compensation and Organization Committee, or any other individual member of the Board as follows: Communications must be in writing, sent care of the Corporate Secretary, Livent Corporation, 1818 Market Street, Suite 2550, Philadelphia, PA 19103. All communications will be delivered as addressed.

DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee is responsible for seeking, screening and recommending to the Board, candidates for Board membership. An executive search firm may also be utilized to identify qualified candidates for consideration. The Nominating and Corporate Governance Committee evaluates candidates based on the qualifications for director described in its Charter and summarized in the section above entitled “Director Qualifications.” The Nominating and Corporate Governance Committee then presents qualified candidates to the full Board of Directors for consideration and selection. The Nominating and Corporate Governance Committee will consider nominees for election to the Board that are recommended by stockholders, applying the same criteria for candidates as discussed above, provided it is timely made and that the other information specified in the By-Laws, accompanies the stockholder’s recommendation.

Any stockholder is entitled to directly nominate one or more candidates for election to the Board of Directors in accordance with the Company’s By-Laws. Notice of a stockholder’s intent to nominate one or more candidates for election as directors at the 2024 Annual Meeting must be delivered to the Company at the address set forth below, not later than January 26, 2024. All nominations, together with the additional information required by the Company’s By-Laws, must be sent to the Corporate Secretary, Livent Corporation, 1818 Market Street, Suite 2550, Philadelphia, PA 19103. A copy of the Company’s By-Laws may be obtained by writing to the Corporate Secretary at the same address. The Board reserves the right not to include such nominees in the proxy statement.

In addition to satisfying the foregoing requirements under the Company’s By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies for the annual election of directors in 2024 in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2024.

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ANNUAL PERFORMANCE REVIEW

The Nominating and Corporate Governance Committee annually surveys all Directors for evaluation of Board and Committee performance overall and in specific areas of responsibility in accordance with the Company’s Statement of Governance Principles, Policies and Procedures.

The Board and Committees perform annual self-evaluations of their performance. A lengthy questionnaire is sent to each director covering several topics, including Board structure and composition (and what additional skills, if any, may be needed), preparation of members and whether they stay abreast of issues, understanding of Company strategy, whether expectations and concerns are adequately communicated to the CEO, CEO succession planning procedures, performance of committees, and length and content of Board meetings. Each Committee member also completes a shorter questionnaire assessing the performance of his or her Committee.

After obtaining written responses to the questionnaires, the Corporate Secretary conducts a telephone interview with each director to elicit elaboration of views expressed and any other issues the director wishes to discuss. A written report summarizing the responses from the questionnaires and the telephone interviews is presented to the Nominating and Corporate Governance Committee to determine whether any action is required, with a copy of the report also going to the full Board. Individual responses remain anonymous to ensure complete candor.

Any concern or issue with regard to an individual director’s performance would be reviewed with the Chairman of the Nominating and Corporate Governance Committee for discussion with the director and any further action. The Board is committed to ensuring that its members maintain the necessary skills, qualifications, experience and diversity, and the Board will continue to consider and implement changes to the composition of the Board in light of its annual performance evaluations.

RETIREMENT/RESIGNATION POLICY FOR DIRECTORS

Our Statement of Governance Principles, Policies and Procedures provides that a range in director age is desirable to allow staggered retirement and replacement of desired skills on a planned basis with appropriate continuity. While the Board believes that long-tenured directors can be beneficial because of their deep knowledge of the Company acquired through service, the continuity and stability they offer, and their grasp of the historical perspectives that can inform Company strategy, pursuant to our Statement of Governance Principles, Policies and Procedures, it is the Board’s policy that non-employee directors shall not stand for re-election at the Company’s annual meeting of stockholders following their 75^thbirthdays.This policy addresses the Board’s commitment to refreshment, ensuring the Board has appropriate skills as the business evolves and maintaining an appropriate balance of tenure, experience and perspectives.

In accordance with Livent’s director resignation policy, incumbent director nominees are required to tender a contingent resignation which would become effective if (i) the nominee does not receive the required number of votes for his or her re-election and (ii) the Board accepts such resignation.

Non-employee directors are expected to submit their resignation from the Board upon termination of active service as an employee of their current employer or a significant change in responsibilities, unless requested by the Board to continue as a Board member for an agreed period. The Nominating and Corporate Governance Committee will review the situation and make a recommendation to the Board as to whether to accept the resignation.

Employee directors, specifically including the Company’s Chief Executive Officer, are expected to retire from the Board simultaneously with retirement from the Company unless requested by the Board to continue as a Board member for an agreed upon period.

ATTENDANCE AT ANNUAL MEETINGS

The Company’s policy is that all directors are expected to attend the annual meeting of stockholders. All incumbent directors attended the 2022 Annual Meeting via live webcast.

CORPORATE GOVERNANCE DOCUMENTS

The Company’s website is located at www.livent.com. The following corporate governance documents are posted on the Investor Relations page of the website under “Company Information—Corporate Governance Guidelines”:

■	Audit Committee Charter
■	Compensation and Organization Committee Charter
■	Livent Corporation Statement of Governance Principles, Policies and Procedures (This document includes both the Nominating and Corporate Governance Committee Charter and the Company’s Corporate Governance Principles.)
■	Sustainability Committee Charter

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CODE OF ETHICS AND BUSINESS CONDUCT POLICY

The Company has a Code of Ethics and Business Conduct Policy that applies to all directors, officers (including its Chief Executive Officer, Chief Financial Officer and Controller), employees, and suppliers and contractors in their work on behalf of the Company. It is posted on the Investor Relations page of the Company’s website at www.livent.com under “Company Information—Corporate Governance Guidelines”.

The Company intends to post any amendments to, or waivers from, the Policy required to be disclosed by either SEC or NYSE regulations on the Corporate Governance Guidelines section of the Investor Relations page of the Company’s website.

COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the last fiscal year, Messrs. D’Aloia, Barry, Brondeau and Marcet served as members of the Compensation Committee. Each of Messrs. D’Aloia, Barry, Brondeau and Marcet have been determined by the Board to be independent on the basis described in the above section entitled “Committees and Independence of Directors”. None of the members listed above has been an officer or employee of the Company, and no executive officer of the Company has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our Board of Directors.

HUMAN CAPITAL MANAGEMENT

The Board strongly believes that much of the future success of Livent depends on the caliber of its talent and the full engagement and inclusion of its employees in the workplace. Additionally, the Compensation and Organization Committee oversees the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function including but not limited to those policies and strategies regarding corporate culture, talent acquisition and retention, pay equity, career development and employment practices, and the Sustainability Committee oversees various corporate social responsibility programs, including those related to DE&I.

For more information about Livent’s Human Capital Management (“HCM”) practices, please see the section captioned “Human Capital Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

SUSTAINABILITY

Livent continues its sustainability journey, building upon its heritage as a lithium pioneer and leader for nearly 80 years. Last year, the Company released its third Sustainability Report. The Sustainability Report includes a comprehensive review of the Company’s strategy and performance in key Environmental, Social and Governance (“ESG”) areas. The Company understands the importance to its various stakeholders of establishing an ESG strategy unique to Livent.

For more information about Livent’s sustainability program and updates on the Company’s progress against its sustainability goals, please visit www.livent.com/sustainability. Nothing on the Company’s website, including its Sustainability Report or sections thereof, shall be deemed incorporated by reference into this Proxy Statement.

RELATED PARTY TRANSACTIONS POLICY

The Board’s Statement of Policy with respect to Related Party Transactions sets forth the Company’s position and procedures with respect to review, approval or ratification of related party transactions, including the types of transactions addressed by the Policy.

Under the Policy, “Related Parties” are defined to include executive officers and directors of the Company and their immediate family members, a stockholder owning in excess of 5% of the Company (or its controlled affiliates), and entities in which any of the foregoing have a substantial ownership interest or control.

With respect to any transaction where a related party receives a benefit equal to or in excess of a de minimis amount of $5,000 (when aggregated with all similar transactions) the Policy requires that the transaction be pre-approved by the Audit Committee (or another committee of independent members of the Board) (or, if less than $120,000, ratified by the Audit Committee) and disclosed where required by SEC rules. The Policy prohibits the Audit Committee (or another committee of independent members of the Board) from approving any related party transaction that such committee determines to be inconsistent with the interests of the Company and its

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stockholders. The Policy also provides that any related party who is presented with a “corporate opportunity” within the Company’s line of business, must first offer that opportunity to the Company.

The Policy provides a different standard for the review and approval of an ordinary course of business transaction between the Company and an entity of which a potential director nominee of the Company is an executive officer or significant stockholder of the entity that involve payments in any year to or from the Company in excess of $120,000. If the transaction exceeds the above-mentioned threshold, the transaction must either by approved by the Audit Committee or terminated prior to the director’s election to the Board.

The Related Party Transactions Policy does not apply to transactions available to all employees generally and transactions involving solely matters of executive compensation.

AGREEMENTS WITH FMC

We became a public company upon completion of the IPO. On March 1, 2019, we became an independent company as a result of FMC’s distribution to FMC stockholders of all 123 million shares of Livent common stock that FMC owned as a pro rata dividend on shares of FMC common stock outstanding at the close of business on February 25, 2019 (the “Distribution”).

In connection with the IPO, we entered into certain agreements with FMC to provide a framework for the Company’s relationship with FMC following the IPO, including but not limited to a Separation and Distribution Agreement, a Shareholders’ Agreement, a Registration Rights Agreement, a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Trademark License Agreement and several Sublease Agreements. Most of the agreements with FMC have either been terminated or no longer contain material obligations to be performed by Livent. The only agreement that is still active and under which Livent still has material obligations is summarized below, while material agreements are filed as exhibits to the Company’s periodic reports filed with the SEC. The summary below is qualified in its entirety by reference to the full text of such agreement.

TAX MATTERS AGREEMENT

We entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of any failure of the Distribution (or certain related transactions) to qualify as tax-free for U.S. federal income tax purposes. The tax matters agreement also sets forth the respective obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. Under the tax matters agreement, FMC generally will be responsible for all of our income taxes that are reported on combined tax returns with FMC or any of its affiliates for tax periods ending on or before December 31, 2017. For the year ended December 31, 2022, we have recorded a ($0.4) million indemnification liability to FMC for assets where the offsetting uncertain tax position is with FMC and a $1.0 million indemnification asset from FMC regarding uncertain tax positions that are related to our legacy business before the IPO and for which we are indemnified by FMC. We will generally be responsible for all other income taxes, that would be applicable to us if we filed the relevant returns on a stand-alone basis, and all non-income taxes attributable to our business.

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING

Stockholders may make proposals to be considered at the 2024 Annual Meeting. In order to make a proposal for consideration at the 2024 Annual Meeting, a stockholder must deliver notice to the Company at the address set forth below, containing certain information specified in the By-Laws, not less than 60 or more than 90 days before the date of the meeting. However, if the Company provides public disclosure of the date of the 2024 Annual Meeting less than 70 days in advance of the meeting date, then the deadline for the stockholder’s notice and other required information is 10 days after the date of the Company’s notice or public disclosure of the date of the 2024 Annual Meeting.

In addition to being able to present proposals for consideration at the 2024 Annual Meeting, stockholders may also be able to have their proposals included in the Company’s proxy statement and form of proxy for the 2024 Annual Meeting. In order to have a stockholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to the Company at the address set forth below not later than November 17, 2023, and the stockholder must otherwise comply with applicable SEC requirements. If the stockholder complies with these requirements for inclusion of a proposal in the Company’s proxy statement and form of proxy, the stockholder need not comply with the notice requirements described in the preceding paragraph.

A copy of the Company’s By-Laws may be obtained by writing to the Corporate Secretary, and all notices referred to above must be sent to the Corporate Secretary, Livent Corporation, 1818 Market Street, Suite 2550, Philadelphia, PA 19103.

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V. SECURITY OWNERSHIP OF LIVENT CORPORATION

MANAGEMENT OWNERSHIP

The following table shows, as of the record date, February 27, 2023, the number of shares of Common Stock beneficially owned by each current director or nominee for director, the executive officers named in the Summary Compensation Table, and all current directors, nominees for director and executive officers as a group. Each director or nominee and each executive officer named in the Summary Compensation Table (“NEOs”) beneficially owns less than one percent of the Common Stock.

Name	Beneficial Ownership on February 27, 2023 Livent Common Stock	Percent of Class
Paul W. Graves⁽¹⁾	924,714	*
Gilberto Antoniazzi⁽¹⁾	166,264	*
Sara Ponessa⁽¹⁾	68,173	*
Pierre Brondeau⁽²⁾	396,036	*
Michael F. Barry⁽²⁾	58,109	*
G. Peter D’Aloia⁽²⁾	197,939	*
Christina Lampe-Önnerud⁽²⁾	23,066	*
Pablo Marcet⁽²⁾	30,066	*
Steven T. Merkt⁽²⁾	36,772	*
Robert C. Pallash⁽²⁾	70,736	*
Andrea E. Utecht⁽²⁾	136,942	*
All current directors and executive officers as a group—11 persons⁽¹⁾⁽²⁾	2,108,817	*

*	Less than one percent of class
(1)	For the NEOs, shares “beneficially owned” include: (i) shares owned or controlled by the individual; (ii) shares held in the Livent Nonqualified Savings Plan, and the Livent Qualified Savings Plan for the account of the individual (97,816 for Mr. Graves); and (iii) shares subject to options that are presently exercisable or will be exercisable within 60 days of February 27, 2023 (647,886 for Mr. Graves, 133,724 for Mr. Antoniazzi, 53,334 for Ms. Ponessa, and 834,944 for all current executive officers as a group).
(2)	For the non-employee Directors, shares “beneficially owned” include: (i) shares owned or controlled by the individual; and (ii) restricted stock units that are vested as of February 27, 2023 or that will vest within 60 days thereafter (36,272 for Mr. Merkt, 23,634 for Mr. Barry, 47,546 for Mr. Brondeau, 1,166 for Ms. Utecht, 52,238 for Mr. D’Aloia, 23,066 for each of Ms. Lampe-Önnerud and Mr. Marcet, 39,171 for Mr. Pallash, and 246,159 for all directors as a group). Directors have no power to vote or dispose of shares represented by restricted stock units until the shares are distributed and, until such distribution, directors have only an unsecured claim against the Company.

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OTHER SECURITY OWNERSHIP

Based on available information, the persons listed in the table below beneficially owned more than five percent of the Company’s outstanding shares of Common Stock as of the dates set forth in the footnotes to the table:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
BlackRock, Inc. 55 East 52^ndStreet New York, NY 10055		28,767,522	⁽¹⁾		16.0%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355		20,001,456	⁽²⁾		11.1%

(1)	According to Amendment No. 3 to the Schedule 13G filed with the SEC on January 26, 2023, BlackRock, Inc. had sole voting power as to 28,430,537 of such shares and sole dispositive power as to all of the shares.
(2)	According to Amendment No. 4 to the Schedule 13G filed with the SEC on February 9, 2023, The Vanguard Group, Inc. had sole voting power as to none of these shares, shared voting power as to 281,904 shares, sole dispositive power as to 19,547,781 shares and shared dispositive power as to 453,675 shares.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of securities. These reports are made on documents referred to as Forms 3, 4, and 5. Our directors and executive officers must also provide us with copies of these reports.

We have reviewed the copies of these reports that we have received and written representations that no Form 5 was required from the individuals required to file these reports. Based on this review, we believe that during 2022 each of our directors and executive officers timely complied with applicable reporting requirements for transactions in our equity securities.

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VI. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 2022 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information for the following named executive officers (“NEOs”), who were the sole executive officers of the Company in 2022:

Paul W. Graves		President and Chief Executive Officer
Gilberto Antoniazzi		Vice President, Chief Financial Officer and Treasurer
Sara Ponessa		Vice President, General Counsel and Secretary

QUICK CD&A REFERENCE GUIDE

Executive Summary		Section I
Compensation Philosophy		Section II
Compensation Determination Process		Section III
Compensation Program Components		Section IV
Additional Compensation Policies and Practices		Section V

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I. EXECUTIVE SUMMARY

OVERVIEW

The primary objectives of our executive compensation program are to:

■	Link pay to performance over both the short and long terms;
■	Align executive officers’ interests with those of Livent and our stockholders over the long term, generally through the use of equity as a significant component;
■	Establish components of the program that are consistent with our business strategy and objectives;
■	Provide market compensation to attract, motivate and retain executive talent; and
■	Achieve all objectives in ways that incorporate due consideration of risk.

In light of these objectives, our compensation plans are designed to reward our executive officers for generating performance that achieves Company and individual goals, and for increasing shareholder returns. When we fall short of achieving Company and individual goals, our executive officers’ compensation reflects that performance accordingly.

2022 SELECT BUSINESS RESULTS

The Company generated strong performance in 2022, largely due to strong demand and pricing, and made significant progress in connection with expansion projects related to extraction and processing of lithium materials.

Revenue

■	Revenue was $813.2 million, an increase of $392.8 million, or 93%, versus 2021, primarily due to higher pricing across all our products partially offset by a slight decrease in sales volume.

Gross Margin

■	Gross margin was $395.7 million, an increase of $307.3 million, or 348%, from 2021, primarily due to higher pricing across all our products partially offset by a slight decrease in sales volume and higher logistics, raw material and other operating costs.

Net Income

■

Net income was $273.5 million, compared to net income of $0.6 million in 2021, primarily due to higher pricing partially offset by higher Restructuring and other charges, a slight decrease in sales volumes, higher logistics, raw material and other operating costs, $15.1 million Equity in net loss of unconsolidated affiliate and an increase to income tax expense.

Adjusted EBITDA

■

Adjusted EBITDA was $366.7 million, an increase of $297.2 million, or 428%, compared to the 2021 amount of $69.5 million, primarily due to higher pricing across all of our products, partially offset by a slight decrease in sales volume and higher logistics, raw material and other operating costs. A normalized version of Adjusted EBITDA is used as a Company performance metric in our annual cash incentive plan.

EBITDA is defined as net income/(loss), plus interest expense, net, income tax expense/(benefit), and depreciation and amortization.

Adjusted EBITDA is defined as EBITDA adjusted for Argentina remeasurement losses/income, restructuring and other charges/ income, separation-related costs/income, COVID-19 related costs, loss on debt extinguishment, certain other losses/gains, gain from sale of Argentina Sovereign U.S. dollar-denominated bonds and Argentina interest income.

For a reconciliation of Adjusted EBITDA to the nearest GAAP measure, see the section captioned “Results of Operations —Years Ended December 31, 2022 and 2021” in our Annual Report on Form 10-K for the year ended December 31, 2022.

NOTABLE ASPECTS OF OUR 2022 EXECUTIVE COMPENSATION PROGRAM

BASE SALARIES

The Compensation Committee made adjustments to annual base salaries for our NEOs to maintain market competitive pay, as determined by reference to comparable positions at the peer group companies.

ANNUAL CASH INCENTIVE PLAN

Our annual cash incentive plan is comprised of Company and individual performance metrics.

For the Company component (80% of the annual incentive opportunity), the performance metrics were Adjusted EBITDA (weighted 60%) and key operational goals related to delivery of two expansion projects (weighted 20%).

The Compensation Committee used an Adjusted EBITDA measure in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. The Compensation Committee set the target at a level that it believed to be challenging and rigorous. Specifically, the Compensation Committee set the target for Adjusted EBITDA significantly higher than the 2021 actual result. The Compensation Committee also included two goals related to expanding the Company’s production capacity which, as described below, focused on the development and expansion of carbonate production capacity in Argentina and the production of lithium hydroxide in North Carolina.

For 2022, Adjusted EBITDA increased by 428% to $366.7 million, mainly driven by higher pricing, partially offset by a slight decrease in sales volume and higher logistics, raw material and other operating costs. For purposes of the 2022 annual incentive plan, the Adjusted EBITDA result was normalized primarily by

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substituting the product pricing as assumed in the budget rather than actual uncontracted pricing that occurred during the year. This resulted in a substantial decrease from the Adjusted EBITDA used for financial reporting purposes ($366.7 million) to the Adjusted EBITDA used for annual incentive plan purposes ($270.8 million). Nevertheless, based on these financial results, the Compensation Committee determined that:

■	Adjusted EBITDA was achieved at 175%, yielding a 2.0 achievement level, which represented 60% of the Company business metric for the NEOs.

■	On the delivery of expansion goals, which represented 20% of the Company business metric for the NEOs split evenly between the two projects, the Company achieved: 1.02 with respect to the Argentina Expansion and 0.90 with respect to the North Carolina Expansion, yielding a combined 0.96 achievement level, for an overall achievement level of 1.74 for Company Measures for the NEOs.

For the individual component, which represented 20% of the total opportunity, the targets, achievement and payouts of the NEOs varied, but were generally earned at a rating of between 1.4 and 1.5 (on a rating scale of 0.0 to 2.0, where 1.0 is the target).

LONG-TERM INCENTIVES

In the first quarter of 2022, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of PSUs. The PSUs use relative TSR as a metric for the 2022-24 performance period. The Compensation Committee allocated 25% of the long-term incentive equity opportunity to the relative TSR PSUs. The other elements of the 2022 long-term incentives consisted of 25% stock options and 50% time-based RSUs.

2022 SAY ON PAY VOTE

At the 2022 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately 92.8% of the votes cast “For” such approval. The Compensation Committee interpreted stockholder approval of the executive compensation program at such a level as indicating that a substantial majority of stockholders view our executive compensation program, plan design and governance as continuing to be well aligned with our stockholders, their investor experience and business outcomes.

To ensure investor views are incorporated into our planning process, we engage with stockholders on an ongoing basis to gather their perspectives. Through this stockholder outreach, we have established important feedback channels that serve as a valuable resource for ongoing input from our stockholders.

II. COMPENSATION PHILOSOPHY

COMPENSATION PHILOSOPHY

Pay-for-performance: Our program is designed to motivate our executive officers to achieve goals by closely linking their performance and the Company’s performance to the compensation they receive. As such, we intend for a significant portion of the total compensation of our executive officers to be based on measures that support our Company goals, as well as on the executive officer’s individual performance. To tighten this link, we define clear and measurable quantitative and qualitative objectives that, in combination, are designed to improve our results and returns to stockholders.

Alignment of executive officers’ interests with those of the Company and its stockholders: A significant portion of our executive officers’ overall compensation is in the form of equity-based compensation. We use equity as the form for long-term incentive opportunities in order to motivate and reward executive officers to (i) achieve multiyear strategic goals and (ii) deliver sustained long-term value to stockholders. Using equity for long-term incentives creates strong alignment between the interests of executive officers and those of our stockholders, as it provides executive officers with a common interest with stockholders in stock price performance and it fosters an ownership culture among executive officers by making them stockholders with a personal stake in the value they are being motivated to create.

Provide market competitive pay to attract and retain talent: In our industry, we must compete in the market for executive talent. We seek executive officers and managers to lead our business and carry out our strategy who have diverse experience, expertise, capabilities and backgrounds. In recruiting our executive officers and determining competitive pay levels, we reference the market median amounts and compensation structures of executive officers of the companies in our peer group and as shown in general industry surveys. Executive officers’ total compensation may deviate from the level referenced in the peer group or surveys in order to attract or retain certain individuals or reflect their respective characteristics or performance.

Risk management: While we have designed our executive compensation program to create incentives for executive officers to deliver high performance, we also simultaneously seek to minimize risk by striving to reduce undue pressure on, or incentives for, executive officers to take excessive risks to achieve goals and receive rewards. We seek to include mechanisms intended to mitigate such risk, including (i) placing maximum limits on short- and long-term incentive pay-outs and awards; (ii) measuring performance using key performance indicators that by design have lower potential to promote excessive risk-taking; (iii) utilizing a mix of equity vehicles with longer term vesting; and (iv) requiring clawback of compensation payments under certain plans or in certain circumstances. The Compensation Committee has determined that its compensation policies and programs do not give rise to inappropriate risk taking or risks that are reasonably likely to have a material adverse effect on the Company.

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COMPENSATION PROGRAM GOVERNANCE

We assess the effectiveness of our executive compensation program from time to time and review risk mitigation and governance matters, which include maintaining the following best practices:

What We Do
	Pay for Performance	The majority of total executive compensation opportunity is variable and at-risk.
	Independent Compensation Consultant	We have engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making.
	Clawback	Incentive compensation is subject to clawback if we are required to restate our financials due to material non-compliance with a financial reporting requirement. Equity awards may also be clawed back if a participant engages in serious misconduct, is terminated for cause, or competes with us.
	Stock Ownership Guidelines	We have adopted guidelines for executive officers to maintain meaningful levels of stock ownership.
	Cap Bonus Payouts and Equity Grants	Our annual incentive plan and equity awards have upper limits on the amounts of cash and equity that may be earned.
	Double Trigger Change-in-Control Severance	The Company has entered into agreements with NEOs that provide certain financial benefits if there is both a change in control and termination of employment (a “double trigger”). A change in control alone will not trigger severance pay.
What We Don’t Do
	No Repricing of Underwater Stock Options	Under our equity plan, we expressly prohibit repricing of stock options or exchanges of underwater stock options without shareholder approval.
	No Excessive Perks	We do not provide large perquisites to executive officers.
	No Excise Tax Gross-Ups	We do not provide excise tax gross-ups on change-in-control payments.
	No hedging or pledging of Company shares	We do not permit our executive officers and directors to pledge or hedge their shares.

III. COMPENSATION DETERMINATION PROCESS

ROLE OF THE COMMITTEE

The Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board of Directors.

The Compensation Committee structures the executive compensation program to accomplish our articulated compensation objectives in light of the compensation philosophy described above.

In accordance with its charter, the Compensation Committee establishes total compensation for the CEO (generally at its February meeting). The Compensation Committee reviews and evaluates the performance of the CEO and develops base salary and incentive compensation recommendations. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation.

With the input of the CEO, the Compensation Committee also establishes the compensation for all the other executive officers. As part of this process, the CEO evaluates the market competitiveness of the various components of compensation and the performance of the other executive officers annually and makes recommendations to the Compensation Committee each February regarding the compensation of each executive officer. The CEO’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual incentive plan. The Compensation Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Compensation Committee or the Board makes the ultimate determination regarding the compensation for the executive officers.

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ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. The Compensation Committee has the power to retain an independent compensation consultant to assist it in the performance of its duties and responsibilities.

The Compensation Committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as its independent compensation consultant. Aon reports directly to the Compensation Committee, and the Committee has the sole authority to retain, terminate and obtain the advice of Aon at the Company’s expense. The Committee selected Aon as its consultant because of the firm’s expertise and experience.

The Compensation Committee has worked with Aon to: (i) assess our executive compensation objectives and components; (ii) review considerations, market practices, and trends related to short-term annual incentive plans and long-term equity and other incentive plans; (iii) collect comparative compensation levels for each of our executive officer positions, as needed; and (iv) review our equity compensation strategy.

While the Compensation Committee takes into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Committee makes its own independent decisions about compensation matters.

The Compensation Committee has assessed the independence of Aon pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon is independent.

EXECUTIVE COMPENSATION COMPETITIVE MARKET INFORMATION

In making determinations about executive compensation, the Compensation Committee believes that obtaining relevant market data is important, because it serves as a reference point for making decisions and provides very helpful context. When making decisions about the structure and component mix of our executive compensation program, the Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources.

The Committee, with the assistance of Aon, its independent compensation consultant, developed a peer group in 2021. The criteria used to determine the peer group included: companies in the chemicals sector traded on U.S. exchanges; revenue in the range of 1/3 to 4 times the Company’s revenue; and primarily in the specialty chemicals industry with additional revenues from outside the U.S.

Based on these criteria and considerations, our peer group selected for decisions relating to 2022 executive compensation, as approved by the Committee, consisted of the following 19 companies:

American Vanguard Corporation	FutureFuel Corporation	Kraton Corporation
Amyris, Inc.	GCP Applied Technologies, Inc.	PQ Group Holdings Inc.
Balchem Corporation	Hawkins, Inc.	Quaker Chemical Corporation
Chase Corporation	Ingevity Corporation	Sensient Technologies Corporation
Ciner Resources, LP	Innospec Inc.	Trecora Resources
Compass Minerals International, Inc.	Intrepid Potash, Inc.	Tredegar Corporation
CVR Partners, LP

	Market Cap ($mm)		Revenue ($mm)
Peers
25^thpercentile	$	575.4	$	328.3
Median	$	1,129.8	$	714.9
75^thpercentile	$	2,957.1	$	1,204.3
Livent Corporation	$	2,614.4	$	311.4
Rank		73^rd%		21^st%

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In addition to the criteria above, the Committee also referenced general and specific industry surveys from other sources. The Committee determined that the appropriate market reference continues to be the 50^thpercentile. The market data are used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry.

We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating the 2022 compensation of our named executive officers. Consistent with best practices for corporate governance, the Committee will review our peer group annually.

IV. COMPENSATION PROGRAM COMPONENTS

2022 COMPONENTS IN GENERAL

The Compensation Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives. The Compensation Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. Taking into consideration the 2022 grants of equity to the CEO and other NEOs, the majority of each executive officer’s compensation is variable and at-risk.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. In the first quarter of 2022, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of performance stock units, or PSUs. The Committee structured the 2022 long-term incentive opportunity with PSUs, stock options and restricted stock units in order to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

Element	Description	Additional Detail
Base Salary	Fixed cash compensation. Determined based on each executive officer’s role, individual skills, experience, performance and external market value.	Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team.
Short-Term Incentives: Annual Cash Incentive Opportunities	Variable cash compensation based on the level of achievement of pre-determined annual corporate and individual goals. 80% of the award is based on corporate objectives and 20% is based on individual measures. For the corporate objectives and individual measures, cash incentives are capped at a maximum of 200% of each NEO’s target opportunity. Performance against the corporate objectives must exceed a threshold level of performance in order to earn any credit toward a payout with respect to that goal.	Annual cash incentive opportunities are designed to ensure that executive officers are motivated to achieve our annual goals; payout levels are generally determined based on actual financial results and non-financial objectives, and individual goals specific to each NEO.
Long-Term Incentives: Annual Equity-Based Compensation	Variable equity-based compensation. Stock Options: Right to purchase shares at a price equal to the stock price on the grant date. RSUs: Restricted stock units that are time-based. PSUs: Restricted stock units that are performance-based.	Designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers. Links with stockholder value creation; aligns with stockholders; filters out macroeconomic and other factors not within management’s control.

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2022 TARGET PAY MIX

The target pay mix supports the core principles of our executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of our Company and our shareholders, by emphasizing short- and long-term incentives.

The following charts outline the Compensation Committee’s allocation of annual target total direct compensation payable to the CEO and to other NEOs. The Compensation Committee allocated compensation among (i) base salary, (ii) short-term annual cash incentive opportunity and (iii) long-term annual equity.

A sizeable majority of target total direct compensation is variable, at-risk pay, consistent with our pay-for-performance philosophy. Specifically, in 2022, 75% of our CEO’s target total direct compensation was at-risk compensation, and 61%, on average, of the target total direct compensation of our other NEOs was at-risk compensation. We consider compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation.

The percentages of target total direct compensation as calculated above are based on the annualized 2022 base salary, the 2022 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual equity grants.

BASE SALARY

Base salaries provide fixed compensation to executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

In 2022, the Compensation Committee adjusted the base salaries of the NEOs to maintain market competitive pay, as determined by reference to comparable positions at the peer group companies.

NEO	2022 Base Salary		2021 Base Salary		% Change
Paul W. Graves	$	825,000	$	800,000		3.1%
Gilberto Antoniazzi	$	420,000	$	400,000		5.0%
Sara Ponessa	$	360,000	$	350,000		2.9%

ADJUSTMENTS TO BASE SALARY

From time to time, the Compensation Committee will consider base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries but may also include a change of role or responsibilities, recognition for achievements, regulatory or contractual requirements, budgetary constraints or market trends.

ANNUAL INCENTIVE PLAN

The annual incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Committee views as critical to the execution of our business strategy.

For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against two categories of performance measures: Company Measure and Individual Measures.

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TARGET OPPORTUNITIES

The Compensation Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. The target incentive percentages for each NEO remain unchanged since 2018.

	2022 Threshold Level Opportunity		2022 Target Level Opportunity (as % of Applicable Base Salary)		2022 Maximum Level Opportunity (as % of Applicable Base Salary)
Paul W. Graves		0%		100%		200%
Gilberto Antoniazzi		0%		60%		120%
Sara Ponessa		0%		60%		120%

COMPANY MEASURES

The amount of the payout, if any, under the Company Measure component of the Annual Incentive Plan is based on our achievement against 1) a financial metric and 2) the execution of two expansion projects. The financial metric, which represents 60% of the target annual incentive opportunity, is again Adjusted EBITDA. The expansion project metrics, representing 20% of the target bonus opportunity, relate to the development and expansion of carbonate production capacity in Argentina through mechanical completion, operational readiness and commissioning of additional facilities and the production of lithium hydroxide in North Carolina, each representing 10%. The Company Measures represent 80% of the annual cash incentive opportunity, underscoring the emphasis on Company performance.

The Compensation Committee continued to use Adjusted EBITDA in 2022 in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability.

The Compensation Committee added the expansion project goals in 2022 in order to focus executive officers on the critical strategic priority of delivery of two key expansion projects in order to grow the Company’s ability to produce more carbonate and lithium hydroxide.

The Adjusted EBITDA metric also gives a clear line of sight into how achieving operating goals drives performance and generates rewards. The Compensation Committee believes that this non-GAAP measure is useful as an incentive compensation performance metric because it excludes various items that do not relate to or are not indicative of operating performance.

For financial reporting purposes, EBITDA is defined as net income/(loss) plus interest expense, net, income tax expense/ (benefit), and depreciation, and amortization. Adjusted EBITDA is defined as EBITDA adjusted for Argentina remeasurement losses/income, restructuring and other charges/income, separation-related costs/income, COVID-19 related costs, loss on debt extinguishment, certain other losses/gains, gain from sale of Argentina Sovereign U.S. dollar-denominated bonds and Argentina interest income.

For purposes of the 2022 annual incentive plan, the Adjusted EBITDA result was normalized by primarily substituting the product pricing as assumed in the budget rather than the more favorable uncontracted pricing that occurred during the year. This resulted in a substantial decrease from the Adjusted EBITDA used for financial reporting purposes ($366.7 million) to the Adjusted EBITDA used for annual incentive plan purposes ($270.8 million). More specifically, the financial reporting amount was reduced by $112.6 million in respect of uncontracted prices for carbonate and hydroxide products in excess of those assumed in the budget, increased by royalties of $16.1 million in connection with Argentina operations, and increased by certain commissioning and ramp up costs of $0.6 million.

The Non-GAAP measure Adjusted EBITDA should not be considered as a substitute for net income or cash flows from continuing operations or other measures of profitability or liquidity determined in accordance with GAAP.

TARGET, THRESHOLD AND MAXIMUM PERFORMANCE LEVELS

The Compensation Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging and that took into account the relevant risks and opportunities of the Company’s business. In particular, the Compensation Committee reviewed our 2022 annual operating budget that resulted from our detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved, including the risks to achieving certain preliminary objectives that were necessary pre-requisites to achieving the budget targets.

Considering these factors, the Compensation Committee set the 2022 target for Adjusted EBITDA at $155 million, a 123% increase in Adjusted EBITDA over 2021 actual performance.

The Compensation Committee also set the threshold and maximum performance levels for Adjusted EBITDA. For 2022, the Compensation Committee set threshold at what it believed to be a high level of performance equating to approximately 80% of the target for Adjusted EBITDA. The Compensation Committee set the maximum level of performance equating to approximately 130% of target for Adjusted EBITDA, a level that required exceptionally strong performance and represented a significant challenge.

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We expected higher realized prices across all lithium products in 2022, with no change to underlying volume assumptions, which led to our projection of higher revenues in 2022 and higher Adjusted EBITDA. We believed that there was a structural shortage of lithium affecting all lithium products, and that forecasted growth in demand would outpace growth in supply.

The Compensation Committee also set threshold, target and maximum performance levels for each of the two expansion project goals. The North Carolina expansion performance curve is based on the level of production of metric tons of lithium hydroxide. The Argentina expansion project goals are based on mechanical completion, operational readiness, and beginning the production of carbonate from the site.

PAYOUT LEVELS

Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance. For performance between the threshold level and the target level, the payout increases in a straight-line manner (for the Adjusted EBITDA metric) from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the payout ranges from 100% of the target opportunity to 200% of the target opportunity, also with the payout for the financial metric increasing in a straight-line manner. Achievement above the maximum level is capped at the maximum payout of 200% of target.

2022 ACHIEVEMENTS FOR COMPANY MEASURES

For 2022, the Adjusted EBITDA result was normalized with product pricing as assumed in the budget rather than the uncontracted pricing that occurred during the year as noted under the section above captioned Company Measures. This resulted in a substantial decrease in the result from $366.7 million to $270.8 million. Nevertheless, we exceeded the maximum level of performance for the Adjusted EBITDA metric, primarily due to higher pricing.

The table below sets forth the 2022 performance goals for the Company Measures and the Company’s achievement against these goals in 2022.

			Company Measures
Financial Performance Metric	Weighting			Threshold ($ in millions)		Target ($ in millions)		Maximum ($ in millions)		Actual Result ($ in millions)		Achievement Rating
Adjusted EBITDA⁽¹⁾		60%			124		155		202		271		2.0
Payout Percentage (as a % of target payout)					0%		100%		200%		174.8%
Financial Metric Payout													2.0

Delivery of Expansion Projects Metrics	Weighting	Actual Result	Achievement Rating
Argentina carbonate expansion	10%	With respect to the development and expansion of carbonate production capacity in Argentina, the executive officers and management team completed most of the key milestones for operational readiness and commissioning on or ahead of schedule and in an efficient manner. This performance was offset by delays in mechanical completion that were beyond management’s control.	1.02
North Carolina lithium hydroxide expansion	10%	The Company has taken meaningful steps toward delivering product to customers at this new 5,000 metric ton facility and will deliver commercial volumes in 2023.	0.90
Delivery of Expansion Payout			0.96
Total Financial Metric and Expansion Metric Payout			1.74


(1)	For annual incentive plan purposes, the Adjusted EBITDA result was normalized by substituting the product pricing as assumed in the budget rather than the uncontracted pricing that occurred during the year as noted under the section above captioned Company Measures.

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INDIVIDUAL MEASURES

The Compensation Committee also established Individual Measures under the annual incentive plan, which represent 20% of the annual incentive target opportunity. The Individual Measures for each of Mr. Graves, Mr. Antoniazzi and Ms. Ponessa were set in 2022 and were designed to align with the Company’s strategic and operating initiatives. NEOs are eligible to receive anywhere between 0% - 200% of target for this portion of the award, based on performance against individual goals. The NEOs’ 2022 Individual Measures are set forth below:

■	Mr. Graves: Lead organizational focuses on safety and quality. Develop roadmap for Livent’s next phase of growth (additional expansion of existing resources). Identification of additional potential resources for Livent to consider developing. Define target customer relationships, including mix of customers, maximum acceptable customer exposures and contracting strategy. Develop future financing roadmap. Develop internal capabilities in critical areas (global project delivery resources, technical focus on key areas (recycling, sustainability, new resources), regionalized sales structure with global commercial capabilities). Drive long-term sustainability goals and plan to achievement.

■	Mr. Antoniazzi: Actively manage product pricing dynamics within an environment marked by cost inflationary pressures and supply/logistics disruptions. Deliver capacity expansion projects on time. Steer cash-flow discipline and secure capital structure/funding capabilities to support critical investments requirements. Continue to appraise and advance Livent’s strategic priorities—in particular, securing additional sources of Lithium. Support ESG initiatives across the company. Further advance ESG-specific engagement with investors and continue to expand Livent’s long-term focused investor base. Provide counsel to DE&I committee and engage workforce on progressing our DE&I priorities.

■	Ms. Ponessa: Drive agile and effective support of commercial contract, business growth, and asset development strategic initiatives. Lead impactful compliance and ethics efforts; achieve strong safety performance across the global Law Department. Advance Company goals through leadership in recruitment, retention, and mentoring activities that support positive DE&I outcomes. Implement Law Department talent development and staffing plans to meet the future needs of the business and ensure agile and effective support. Provide sound corporate governance advice and support to the Board of Directors and the Nominating and Corporate Governance Committee.

2022 ACHIEVEMENTS FOR INDIVIDUAL MEASURES

For the Individual Measures component, the Committee determined that Mr. Graves earned 150%, Mr. Antoniazzi earned 140% and Ms. Ponessa earned 140% of their individual targets, based on the performance assessments described below:

■

Mr. Graves: Led the organization to record financial performance in 2022, with nearly double year-over-year revenue growth and a more than five-fold increase in Adjusted EBITDA. He supported the commercial team in important customer negotiations and spearheaded the company’s efforts to establish a new strategic partnership and long-term agreement with General Motors, which included a novel contract design with a $198 million advance payment. He also led Livent’s efforts to adjust its commercial strategy for the butyllithium business, which resulted in significantly improved EBITDA across the product line. Livent’s safety performance in 2022 continued to be strong, with a Total Recordable Injury Rate of 0.18. In addition to safety, Mr. Graves continued to lead a strong quality, reliability and continuous improvement culture across the manufacturing network. In 2022, Mr. Graves led Livent to significant milestones in its global expansion program, including the completion of the 5,000 metric ton lithium hydroxide addition in Bessemer City, NC, and key advancements in its Phase I lithium carbonate expansion in Argentina. He continued to lead the team in the long-term expansion planning, resulting in additional phases of expansion in Argentina, with a goal of achieving 100,000 metric tons of LCE production capacity there by 2030. Mr. Graves led the organization’s community engagement and public hearing strategy for these additional expansions in Argentina, resulting in several environmental permits awarded by the government with support from the local communities. As part of Livent’s long-term plans to diversify lithium supply, he led negotiations resulting in the doubling of the Company’s ownership stake in Nemaska to 50%. He continued to lead the R&D strategy focused on the commercialization of LIOVIX^®, development of a collaboration agreement with Lilium, and led the team in reaching a research collaboration agreement with Nanyang Technological University, Singapore. Mr. Graves continued to drive key aspects of Livent’s long-term ESG strategy by leading the team through the completion of the independent third-party audit of Livent’s Fenix facility in Argentina as part of the Initiative for Responsible Mining Assurance (IRMA); progressed work towards the Company’s sustainability goals, including achieving key milestones in its collaboration on a customer-sponsored study on sustainable water use at the Salar del Hombre Muerto; and advanced Livent’s continued commitment to social responsibility and reporting transparency. For a third consecutive year, the Company’s efforts were recognized with a Gold rating for sustainability performance from EcoVadis, which again placed the Company within the top 5% of all companies that were evaluated in its industry group. The company also achieved the highest tier in the inaugural ESG ranking by Benchmark Mineral Intelligence of lithium producers. Mr. Graves led all continued efforts to build leadership capabilities across the enterprise with the hiring of a Chief Strategy Officer and a complete redesign of the global commercial organization improving both product and regional focus for our sales teams. He continued to lead Livent’s DE&I strategy with the completion of the Company’s first pay equity study, year-over-year improvement in representation across the workforce, and a continued focus on building Livent’s leadership and workforce pipeline in a challenging talent environment.

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■	Mr. Antoniazzi: Steered the organization on implementing commercial policies and controls which led to significant margin improvements across all product lines, including a substantial reassessment of Butyllithium commercial strategy. He implemented austere cost control mechanisms and effected key raw material purchasing strategies leading to further EBITDA margin expansion. Successfully supported Livent’s significant capacity expansion advances, including innovative funding structure for investments in Argentina. Through novel commercial agreement arrangement, secured a $198 million customer advance payment, leading to a record year-end cash balance. Mr. Antoniazzi successfully led the acquisition process for increasing Livent’s equity ownership position at Nemaska Lithium Inc. (“Nemaska”) to 50%, advancing the company’s strategic priority for securing additional sources of lithium. Continued to bolster the financial organization technical capability and diversity, including targeted mentoring and employee-specific development programs. On the ESG front, Mr. Antoniazzi continued driving both financial readiness for climate change related financial disclosures as well as successfully increasing the number of ESG-focused investors into Livent’s shareholder-base.

■	Ms. Ponessa: Led the global legal team to successfully deliver on all aspects of key commercial contracts, continued progress for capital expansions in Argentina and Bessemer City and oversaw the successful strategy to drive effective and agile legal support across all other key areas of the business. The success of these priorities resulted in continued improvements in the management of external legal costs and facilitated timely execution of critical capital expansion activities and strategic sales agreements. Ms. Ponessa also effectively led global legal and business teams in strategic transactions, including agreements to double Livent’s ownership stake in Nemaska and facilitate greater collaboration with Nemaska in progressing its lithium projects. She also led all legal aspects of the Company’s amended and restated $500 million senior secured revolving credit facility. The success of these key priorities enabled Livent to advance on its growth objectives. Collaborated with Investor Relations and HR teams to maintain positive shareholder engagement on ESG and other shrareholder matters. Managed delivery of enhancements to Livent’s global compliance and ethics program, including use of technology to achieve efficiencies in completing annual certifications, establishing additional policies relating to contacts with government officials and conflicts of interest, simplifying existing policies and processes, and launching an improved compliance on-boarding program to enhance awareness of policies for our new team members. These activities drive an environment of continuous improvement across Livent’s strong culture of ethics and compliance. Led the execution of the Law Department’s training program helping to maintain our high level of performance and business acumen across the team. Continued to provide leadership and oversight to Livent’s DE&I committee and assumed role as executive sponsor for Livent’s affinity group for women, providing further leadership and mentorship for Livent’s diversity and inclusion priorities.

PAYOUT DETERMINATION

As described above, the Compensation Committee verifies achievement relative to the target for the Company Measures and the Individual Measures to determine the respective performance levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 2022 annual incentive plan payout for each NEO. The Compensation Committee then presents the determination of the annual incentive plan payout amounts to the Board for its review.

The total payout under our Annual Incentive Plan for each NEO for 2022 is reflected in the table below.

NEO		Target Incentive		Company Measures: 80% of Target Incentive	Company Measures Rating		Company Measures Incentive Payout Amount	Individual Measures: 20% of Target		Individual Measures Rating	Individual Measures: Incentive Payout Amount		Total 2022 Incentive Payout Amount
Paul W. Graves	$	825,000	$	660,000	1.74	$	1,148,400	$	165,000	1.5	$	247,500	$	1,395,900
Gilberto Antoniazzi	$	252,000	$	201,600	1.74	$	350,784	$	50,400	1.4	$	70,560	$	421,344
Sara Ponessa	$	216,000	$	172,800	1.74	$	300,672	$	43,200	1.4	$	60,480	$	361,152

LONG-TERM INCENTIVES

The third and largest component of the executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making them stockholders with a personal stake in the value they are intended to create.

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EQUITY VEHICLES AND MIX: PSUs, STOCK OPTIONS AND RSUs

The mix of long-term incentives granted to the NEOs in 2022 is shown below:

Equity Vehicle	2022 Allocation	Vesting Period	How Value is Delivered	Rationale for Use
PSUs	■ 25%	■ 3-year cliff	■ 2022-2024 Relative TSR	■ TSR ties executive officer compensation to shareholder value creation ■ Use of relative TSR to filter macroeconomic and other factors where management may have limited ability to influence
Stock Options	■ 25%	■ 3-year cliff ■ Exercise price: closing price on grant date ■ 10-year term	■ Share price appreciation	■ Prioritizes increasing shareholder value ■ Promotes long-term focus
RSUs	■ 50%	■ 3-year cliff	■ Value of stock	■ Aligns with stockholders ■ Promotes retention ■ Provides value

PSUs

As the Company has continued to evolve and mature following its IPO in 2018, the Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of Livent’s stage of development and size. In particular, the Compensation Committee is in the midst of a multi-year plan to transition the amounts and forms of compensation to those aligned with public companies, including the Company’s peer group, by having a more typical, regular program of equity grants, and by including performance-based equity incentives.

In the first quarter of 2022, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of performance stock units, or PSUs. The PSUs use relative Total Shareholder Return, or relative TSR, as a metric for the 2022-24 performance period. The Compensation Committee allocated 25% of the long-term incentive equity opportunity to the relative TSR PSUs. The Company’s TSR is ranked relative to an appropriate peer group. Comparing the Company’s performance against the TSR of a peer group, comprised of companies within the Russell 3000 Chemical Supersector Index, rewards NEOs for driving performance greater than or equal to peers, as the peer group is all generally subject to the same market factors as the Company. The Compensation Committee selected the Russell 3000 Chemical Supersector as the peer group because it is made up of a large roster of durable companies that are similar in size to Livent. The actual number of PSUs earned will be based on the percentile rank of Livent’s TSR relative to the TSRs of the companies in the peer group.

Performance Level	TSR Percent Rank	Earned Percentage
Below Threshold	Below 25^thPercentile		0%
Threshold	25^thPercentile		50%
Target	50^thPercentile		100%
Maximum	75^thPercentile and above		200%

Interpolation is used to determine payout levels in between thresholds. To achieve a threshold payout, TSR must rank at or above the 25th percentile. The payout value is limited to six times the target grant value and is capped at 100% of target if absolute TSR is negative for the performance period. The PSUs accrue dividend equivalents during the performance period, which are paid at the time the PSUs vest and common stock is issued.

The Compensation Committee views the inclusion of a metric that includes TSR as critical because it ties executive officer compensation with the creation of shareholder value and aligns the interests of executive officers with those of Livent and its shareholders. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles.

LIVENT CORPORATION | 2023 PROXY STATEMENT 42

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STOCK OPTIONS AND RSUs

The Compensation Committee structured the mix of equity vehicles and the relative weight assigned to each type of award for the following reasons: 1) to motivate relative stock price outperformance over the long term through the PSUs, 2) to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and 3) to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even during periods of stock price underperformance, while also reinforcing an ownership culture and commitment to us.

LONG TERM INCENTIVE OPPORTUNITIES

The Compensation Committee established long-term incentive opportunities for each of the NEOs in February 2022, considering the following:

■	the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies;
■	individual performance and criticality of, and expected future contributions of the NEO;
■	time in role, skills and experience; and
■	retention considerations.

2022 GRANTS OF PSUs, STOCK OPTIONS AND RSUs

As described above, the Compensation Committee established the mix of equity vehicles for 2022 as 25% PSUs, 25% stock options and 50% RSUs.

In determining the target amount of PSUs awarded to meet the compensation level approved for an NEO, the portion of the award value related to PSUs is divided by the Monte Carlo valuation on the date of grant.

The PSUs have a three-year performance period, beginning January 1, 2022 and ending December 31, 2024.

The PSUs accrue dividend equivalents during the performance period, which are paid at the time the PSUs vest and common stock is issued.

In determining the number of options awarded to meet the compensation level approved for an NEO, the portion of the award value related to stock options is divided by the Black-Scholes value on the date of grant.

The exercise price of all stock option awards to NEOs is equal to the closing price of our stock on the date of the grant. The stock options have three-year cliff vesting.

In determining the amount of RSUs awarded to meet the compensation level approved for an NEO, the portion of the award value related to restricted stock units is divided by the stock price on the date of grant.

The time-based restricted stock units have three-year cliff vesting.

During the vesting period, if cash dividends are paid to the Company’s stockholders, the NEOs will generally receive a special cash payment equal to the amount he or she would have received had he or she been the record holder of the shares underlying the RSUs when the dividend was declared and paid.

2022 Grants

NEO	Target Value ($)		PSUs ($)*		PSUs (#)*		Stock Options ($)		Stock Options (#)		RSUs ($)		RSUs (#)
Paul W. Graves		1,700,000		425,000		20,414		425,000		60,628		850,000		40,457
Gilberto Antoniazzi		450,000		112,500		5,404		112,500		16,049		225,000		10,710
Sara Ponessa		325,000		81,250		3,903		81,250		11,591		162,500		7,735

Note: The number indicated for PSUs assumes performance at target levels.

The Compensation Committee intends to make grants of long-term incentive awards annually and might also grant long-term incentive awards when an individual is promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities.

From time to time, the Compensation Committee might make special awards to recognize major accomplishments, or selective awards in situations involving a leadership transition. The Committee might also make grants to newly-hired executive officers.

POST-EMPLOYMENT COMPENSATION

QUALIFIED AND NON-QUALIFIED DEFINED CONTRIBUTION PLANS

We offer a tax-qualified 401(k) defined contribution plan (the “Qualified Savings Plan”) covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the Qualified Savings Plan and are eligible for matching company contributions. The Qualified Savings Plan also permits discretionary company contributions. All contributions to the Qualified Savings Plan are subject to certain limitations under the Internal Revenue Code.

LIVENT CORPORATION | 2023 PROXY STATEMENT 43

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We also offer a non-qualified deferred compensation plan (the “Nonqualified Savings Plan”) that is available to certain highly compensated individuals, including our NEOs. The Nonqualified Savings Plan generally is designed to mirror the Qualified Savings Plan, but without application of the Internal Revenue Code limits. Livent’s matching contribution under both plans is currently 80% of the amount deferred up to a maximum of 5% of eligible earnings (i.e., base salary and annual incentive paid in a calendar year). However, the matching contribution under both plans may not exceed 4% of an NEO’s total eligible earnings. Livent’s non-elective employer contributions under both plans (the “core contribution”) is 5% of an employee’s eligible earnings. However, Mr. Antoniazzi was eligible for an enhanced core contribution of 15% of his eligible earnings based on his prior participation in an FMC predecessor plan. An employee must be employed as of the last day of the plan year (i.e., December 31st) to receive the core contribution.

PENSION BENEFITS

Livent does not maintain a qualified or non-qualified defined benefit pension plan. However, prior to our separation from FMC, Mr. Antoniazzi earned pension benefits as a participant in the FMC Retirement Salaried and Non-Union Hourly Employees’ Retirement Plan and the FMC Salaried Employees’ Equivalent Plan (collectively, the “FMC Pension Plans”). Mr. Antoniazzi ceased earning any additional benefits under the FMC Pension Plans effective December 31, 2018. To compensate for the pension benefits that otherwise would have been earned under the FMC Pension Plans, Mr. Antoniazzi will be eligible for special “short-fall” contributions under Livent’s Nonqualified Savings Plan. Subject to continuing employment, Mr. Antoniazzi will receive an annual contribution of $68,000 to his Nonqualified Savings Plan account beginning in 2022 and continuing through 2029.

SEVERANCE ARRANGEMENTS

We maintain Executive Severance Guidelines (the “Severance Guidelines”), which provide for the payment of severance pay and benefits in the event of an executive’s termination of employment by us without cause (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). No NEO has a contractual entitlement to any severance pay or benefits under the Severance Guidelines, and the Compensation Committee has the discretion to enhance or reduce the severance pay or benefits under the Severance Guidelines in any specific case. As a condition to receiving any severance pay or benefits under the Severance Guidelines, the NEO must execute a release of claims in favor of the Company, as well as a non-solicitation, non-competition and confidentiality agreement.

See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the Severance Guidelines.

CHANGE IN CONTROL ARRANGEMENTS

The Compensation Committee believes that the long-term interests of stockholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. Livent has entered into an executive severance agreement with each NEO that provides certain financial benefits in the event of a change in control. These are “double trigger” arrangements – i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the executive’s termination of employment under certain specified circumstances within 24 months following the event.

In addition, under the terms of our equity awards, if a change in control occurs and those awards are not assumed or continued by the successor or surviving corporation, the unvested portion of any outstanding awards will generally vest and become exercisable as applicable.

See “Potential Payments upon a Termination or Change in Control”, below for further information.

HEALTH AND WELFARE BENEFITS

We offer broad-based medical, dental, vision, life, and disability plans to all of our employees.

PERQUISITES AND OTHER PERSONAL BENEFITS

We do not generally provide our executive officers, including the NEOs, with perquisites or other personal benefits, except for financial and tax advisory services for our CEO, CFO and General Counsel, parking or transportation, annual executive physicals, and, in the case of the CEO, a club membership. We historically provided tax gross-ups for the reimbursement of perquisites and personal benefits, but ceased to do so in 2022. The perquisites and personal benefits summarized above are provided because we believe that they support our executive officers, serve a necessary business purpose, and the related amounts of compensation are not material to the overall executive compensation program. In order to govern the provision of these perquisites, in 2022, Livent established an executive perquisite policy. The methodology for setting maximum perquisite levels is driven primarily by competitive practice, business necessity and financial considerations of the Company. The costs of these items are reported in the Summary Compensation Table.

We do not provide excise tax “gross-ups” to any of our executive officers.

LIVENT CORPORATION | 2023 PROXY STATEMENT 44

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V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

CLAWBACK POLICY

Livent maintains a clawback policy designed to reverse, to the extent possible, any economic benefit resulting from incentive compensation paid to executive officers based on erroneously prepared financial statements. If Livent is required to prepare an accounting restatement because of material non-compliance with any financial reporting requirement, all incentive compensation paid or credited to each current or former executive officer for the restated period (up to three years) will be recalculated based on restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to Livent.

In addition to forfeiting amounts earned but unpaid and repaying cash amounts previously received, executive officers may be required to return shares of Livent stock previously issued to them if the shares provided an economic benefit based on erroneous financial data and to repay any dividends or distributions paid on the shares since their issuance. If the executive officers have already sold or transferred issued shares, they will be required to repay to Livent the fair market value of the shares at the time of their sale or transfer, plus the dividends or distributions paid on the shares prior to their sale or transfer.

Alternatively, Livent is authorized to offset the forfeitable amount from compensation owed currently or in the future to such executive officers.

Livent is reviewing the final clawback rule adopted by the SEC that implements the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the NYSE’s related proposed listing standard, in each case relating to recoupment of incentive-based compensation. Livent will update its clawback policy in accordance with the new listing standard when the new listing standard becomes final.

In addition, there is a clawback provision in the Company’s equity plan that allows for clawback in the event of serious misconduct by a participant.

EXECUTIVE STOCK OWNERSHIP GUIDELINES

We believe that Livent and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, we have implemented executive stock ownership guidelines in February 2021, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our stockholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The current NEOs have five years from the date the guidelines were adopted to comply with the ownership guidelines. Any newly hired or promoted executives will have five years from the date of their hire or appointment to comply with the guidelines. After the initial five-year phase-in period, compliance with the ownership guideline will be measured on December 31 of each year.

Position	Multiple of Base Salary
Chief Executive Officer		5x
Chief Financial Officer and General Counsel		2x

For this purpose, time-based restricted stock units (whether or not vested), Company stock held in the Livent Nonqualified Savings Plan and Company stock owned directly or beneficially owned by the executive or the executive’s immediate family members, will count. Unexercised stock options, including vested in-the-money options, and performance-based restricted stock/restricted stock units that are unearned (i.e., performance-based awards for which the applicable performance conditions have not been satisfied) are not counted for purposes of compliance.

ANTI-HEDGING AND ANTI-PLEDGING POLICY

Livent’s insider trading policy prohibits employees (including officers) and directors from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of Livent’s equity securities. It also explicitly prohibits employees (including officers) and directors from effecting short sales of Livent’s equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and its stockholders. Livent’s insider trading policy also prohibits employees (including officers) and directors from pledging Livent’s securities in any circumstance, including by purchasing Company securities on margin or holding Livent’s securities in a margin account.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Generally, a public company cannot deduct compensation in excess of $1 million paid in any year to a Company’s chief executive officer, chief financial officer and the three other most highly compensated officers. Deductibility of pay is among the many factors considered by the Committee in designing our pay programs.

LIVENT CORPORATION | 2023 PROXY STATEMENT 45

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COMPENSATION AND ORGANIZATION COMMITTEE REPORT

This Compensation and Organization Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the Company incorporates such Report by specific reference.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s Proxy Statement.

The preceding report has been furnished by the following members of the Compensation Committee:

G. Peter D’Aloia, Chairman
Pierre R. Brondeau
Michael F. Barry
Pablo Marcet

LIVENT CORPORATION | 2023 PROXY STATEMENT 46

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE 2022

The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by Livent in respect of our fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020.

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards⁽¹⁾ ($) (e)	Option Awards⁽²⁾ ($) (f)	Non-Equity Incentive Plan Compensation⁽³⁾ ($) (g)	All Other Compensation⁽⁴⁾ ($) (i)	Total ($) (j)
Paul W. Graves President and Chief Executive Officer	2022	820,833	–	1,275,021	425,002	1,395,900	227,928	4,144,685
	2021	800,000	–	1,175,009	1,175,000	1,432,000	165,832	4,747,841
	2020	800,000	–	–	–	824,000	120,802	1,744,802
Gilberto Antoniazzi Vice President and Chief Financial Officer	2022	416,667	–	337,528	112,503	421,344	249,469	1,537,511
	2021	400,000	–	312,515	312,502	436,800	130,107	1,591,924
	2020	375,000	–	–	–	238,500	99,627	713,127
Sara Ponessa Vice President, General Counsel and Secretary	2022	358,333	–	243,772	81,253	361,152	70,592	1,115,102
	2021	350,000	–	209,300	209,302	369,600	52,030	1,190,231
	2020	350,000	–	–	–	216,300	41,005	607,305

(1)	The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs and PSUs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. Amounts shown in this column relating to RSUs reflect the market value of the RSUs using the closing price of a share of our common stock as reported on the NYSE on the date of grant, multiplied by the number of shares underlying each award. Amounts shown in this column relating to PSUs were determined using a Monte Carlo simulation model. The grant date fair value of the PSUs included above is determined based upon achievement of performance at the “target” level, which is the probable outcome of the performance metrics associated with each award of PSUs. If performance for the PSUs were to be achieved at the “maximum” level, the grant date fair value of the PSUs for the NEOs would have been as follows: Mr. Graves: $850,039, Mr. Antoniazzi: $225,023, and Ms. Ponessa: $162,521. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
(2)	The amounts shown in the Option Awards column represent the aggregate grant date fair value of stock options computed in accordance with Topic 718. Valuations of options were determined using the Black-Scholes option pricing model. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
(3)	The amounts shown in this column represent the Annual Incentive amounts earned by the NEOs for 2022 and paid in cash, as described in the section entitled “Annual Incentive Plan” in the CD&A.
(4)	The amounts reported in this column for 2022 for our NEOs reflect the following:

Name	Employer Match to Qualified Savings Plan	Employer Match to Non- Qualified Savings Plan	Employer Non-Elective Contributions to Qualified Savings Plan	Employer Non- Elective “Core” Contributions to Non-Qualified Savings Plan	Supplemental Contribution to Non-Qualified Savings Plan	Club Membership	Financial Planning	Reserved Parking	Total
Paul W. Graves	12,200	77,872	15,250	97,392	–	5,835	7,500	11,880	227,928
Gilberto Antoniazzi	12,200	21,869	28,300	99,720	68,000	–	7,500	11,880	249,469
Sara Ponessa	12,200	16,827	15,250	21,147	–	–	5,168	–	70,592

The Summary Compensation Table lists compensation for the Chief Executive Officer, Chief Financial Officer, and Livent’s other most highly compensated executive officer who served as of the end of the fiscal year. Livent had no other executive officers during 2022. The material terms of the pay elements included in the Summary Compensation Table are described above in the CD&A.

LIVENT CORPORATION | 2023 PROXY STATEMENT 47

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GRANTS OF PLAN BASED AWARDS

Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards⁽¹⁾

Estimated Future Payouts
Under
Equity Incentive Plan
Awards⁽²⁾

All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other
Option
Awards:
Number of
Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date
Fair
Value of
Stock and
Option

Name

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units⁽³⁾
(#)

Options⁽⁴⁾
(#)

Awards
($/sh)

Awards
($)

Paul W. Graves

–

825,000

1,650,000

–

2/23/2022

–

10,207

20,414

40,828

–

425,019⁽⁵⁾

2/23/2022

–

40,457

850,002⁽⁶⁾

2/23/2022

SEC Form DEF 14A filed by Livent Corporation