UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.___)
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ý Definitive Proxy Statement
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Element Solutions Inc
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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elementlogoupdatedregrgba1.jpg
500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394


April 29, 2020


Dear Fellow Stockholder:
I am pleased to invite you to attend the 2020 Annual Meeting of Stockholders of Element Solutions Inc which will be held on June 16, 2020 at 11:00 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139.* A notice of the meeting and proxy statement containing information about the matters to be acted upon are attached to this letter. Our Board of Directors and management hope that you will be able to attend the meeting.
Whether or not you are able to attend the 2020 Annual Meeting in person, it is important that your shares be represented, regardless of the number of shares you hold. You may vote by proxy via the Internet or telephone or, if you received paper copies of the proxy materials via mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying proxy statement.
On behalf of our Board of Directors and management, thank you for your continued support.
Sincerely,
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Benjamin Gliklich
Chief Executive Officer


* Due to concerns relating to the public health impact of the coronavirus outbreak (COVID-19) and related travel, we might hold the 2020 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2020 Annual Meeting would be conducted solely virtually, on the above date and time.
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500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and TimeJune 16, 2020 at 11:00 a.m. (Eastern Time)
PlaceHilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139
Items to be Voted onl
Elect eight directors named in this proxy statement (the "Proxy Statement") for the coming year
l
Approve, by non-binding vote, the named executive officer compensation described in this Proxy Statement ("say-on-pay" vote)
l
Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020
l
Any other business that properly comes before the 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting")
The above matters are fully described in this Proxy Statement. We have not received notice of any other matters that may be properly presented at the 2020 Annual Meeting.
Record DateOnly stockholders of record as of the close of business on April 20, 2020 may vote at the 2020 Annual Meeting.
Important Notice Relating to the Location of the MeetingDue to concerns relating to the public health impact of the coronavirus outbreak (COVID-19) and related travel, we might hold the 2020 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2020 Annual Meeting would be conducted solely virtually, on the above date and time.

By Order of the Board of Directors,
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John E. Capps
Executive Vice President - General Counsel & Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting to be held on June 16, 2020: This Proxy Statement, our annual report to stockholders for the year ended December 31, 2019 (the "2019 Annual Report") and the accompanying proxy card are available at www.proxyvote.com.
We are making this Notice of Annual Meeting of Stockholders, the Proxy Statement and the form of proxy first available on or about April 29, 2020.
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "should," "can have," "likely," "potential," "target," and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the Company's performance in terms of adjusted EBITDA, adjusted organic EBITDA compound annual growth rate, adjusted earnings per share ("EPS") and free cash flow; meeting financial and/or strategic long-term goals; expected key drivers of performance; outlook for the Company's markets and the demand for its products; the effects of global economic conditions on the Company's business and financial condition; general views about future operating results; risk management program; business and management strategies; and other factors that could affect the Company's future financial position or results of operations, including, without limitation, statements made in the "COMPENSATION DISCUSSION AND ANALYSIS" section included in this Proxy Statement.
These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors, which include, among others, the duration and spread of the coronavirus (COVID-19) pandemic; new information concerning its transmission and severity; actions taken or that might be taken by governments, businesses or individuals to contain or reduce its repercussions and mitigate its economic implications; the Company's ability to realize the expected benefits from its cost containment and cost savings measures; business and management strategies; debt and debt leverage ratio; expected returns to stockholders; changes in the Company’s credit ratings and the value of its common stock; the impact of acquisitions, divestitures, restructurings, impairments, refinancings and other unusual items, including the Company's ability to raise and/or retire new debt and/or equity and to integrate and obtain the anticipated benefits, results and synergies from these items or other related strategic initiatives; and other risks and factors described or referenced in Part I — Item 1A of the 2019 Annual Report.
Any forward-looking statement included in this Proxy Statement is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Please consult any further disclosures we make on related subjects in the Company’s filings with the Securities and Exchange Commission (the "SEC").

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TABLE OF CONTENTS
INFORMATION ABOUT THE MEETING AND VOTING
PROPOSAL 1 - ELECTION OF DIRECTORS
Board of Directors Nominees
Board Membership Criteria and Selection
Candidates Nominated by Stockholders
CORPORATE GOVERNANCE
Corporate Governance Highlights
Corporate Governance Guidelines
Role of the Board of Directors
Board Meetings
Board Leadership Structure
Director Independence
Board Committees
Audit Committee
Compensation Committee
Compensation Committee Interlocks and Insider Participation
Nominating and Policies Committee
Board and Committee Assessment Process
Risk Management Oversight
Certain Relationships and Related Transactions
Related Party Transaction Policy
Transactions with Related Parties
Involvement in Certain Legal Proceedings
DIRECTOR COMPENSATION
Director Compensation Program
2019 Directors' Compensation
Indemnification
EXECUTIVE OFFICERS OF THE COMPANY
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 27)
Report of the Compensation Committee
EXECUTIVE COMPENSATION TABLES
2019 Summary Compensation Table
Pay Ratio
Grants of Plan-Based Awards in 2019
Outstanding Equity Awards at Year End
Option Exercises and Stock Vested in 2019
Termination and Change in Control Arrangements
Potential Payments upon Termination or Change in Control
Post-Employment Payments



TABLE OF CONTENTS
2019 Pension Benefits
2019 Nonqualified Deferred Compensation
Equity Compensation Plan Information
SECURITY OWNERSHIP
Directors and Executive Officers
Principal Beneficial Owners
PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019
Report of the Audit Committee
Principal Accountant Fees and Services
Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services
OTHER MATTERS
Proposals by Stockholders
List of Stockholders Entitled to Vote at the 2020 Annual Meeting
Expenses Relating to this Proxy Solicitation
Communication with the Board of Directors
2019 Annual Report, Form 10-K and Available Information
APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS
PROXY CARD







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

PROXY STATEMENT

2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2020
The Board of Directors (the "Board of Directors" or the "Board") of Element Solutions Inc, a Delaware corporation ("Element Solutions," the "Company," "our," "we" or "us") is soliciting your proxy to vote at the 2020 Annual Meeting. In accordance with the SEC rules, we are providing access to our proxy materials to our stockholders over the Internet, rather than in paper form, which reduces the environmental impact of the 2020 Annual Meeting and its related costs.
Accordingly, if you are a stockholder of record, a one-page Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") will be mailed to you on or about April 29, 2020. Stockholders of record may access the proxy materials on www.proxyvote.com or request a printed set of the proxy materials by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request to receive future proxy materials by e-mail or in printed form by mail. If you choose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site. We encourage you to choose this e-mail option, which will allow us to provide you with the information you need in a more timely manner, will save the cost of printing and mailing documents to you and will conserve natural resources. Your election to receive proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.
If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us. Instead, your broker, bank or other nominee will forward to you their own notice with instructions on accessing the proxy materials relating to the 2020 Annual Meeting and how to vote your shares, as well as other options that may be available to you for receiving the proxy materials.

INFORMATION ABOUT THE MEETING AND VOTING
Q: When and where is the 2020 Annual Meeting?
A: We expect to hold the 2020 Annual Meeting on June 16, 2020 at at 11:00 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach hotel located at 101 Ocean Drive, Miami Beach, Florida 33139. However, due to concerns relating to the public health impact of the coronavirus outbreak (COVID-19) and related travel, we might hold the 2020 Annual Meeting by means of remote communication (i.e., a virtual-only meeting). If we determine to hold the meeting in this manner, we would announce this decision, and provide details on how to participate, as soon as practicable before the meeting. In that event, the 2020 Annual Meeting would be conducted solely virtually, on the above date and time. A virtual meeting will have no impact on your ability to provide your proxy by using the Internet or telephone or by completing, signing, dating and mailing your proxy card, as explained in this Proxy Statement. As always, we encourage you to vote your shares prior to the 2020 Annual Meeting.
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Q:  Why am I receiving these materials?
A: You are receiving these materials because you were an Element Solutions stockholder as of the close of business on April 20, 2020, the Record Date. These materials provide notice of the 2020 Annual Meeting, describe the proposals presented for stockholder action and include information required to be disclosed to stockholders. We have made these materials available to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail, in connection with the solicitation by the Board of Directors of proxies to be voted at the 2020 Annual Meeting, or at any adjournments or postponements of this meeting.
Q:  What is included in these materials?
A: The proxy materials include:
the Notice of Annual Meeting of Stockholders;
this Proxy Statement; and
the 2019 Annual Report.
If you requested printed versions by mail, these materials also include a proxy card or voting instruction form for the 2020 Annual Meeting.
Q:     How do I obtain electronic access to the proxy materials?
A: The Notice of Internet Availability provides you with instructions regarding how to use the Internet to view the proxy materials for the 2020 Annual Meeting. This Proxy Statement and the 2019 Annual Report are available on the following website: www.proxyvote.com. If you hold your shares in "street name," you may be able to elect to receive future proxy statements and annual reports electronically. For information regarding electronic delivery you should contact your broker, bank or other nominee. Stockholders requesting electronic delivery may incur costs, such as telephone and Internet access charges, that must be borne by the stockholder.
Q: What constitutes a quorum and why is a quorum required?
A: We are required to have a quorum of stockholders present for all items of business to be voted at the 2020 Annual Meeting. The presence at the meeting, in person or by proxy, of the holders of a majority in voting power of the Company's shares of common stock outstanding and entitled to vote on the Record Date will constitute a quorum, permitting us to conduct the 2020 Annual Meeting. Proxies received but marked as abstentions, if any, and broker non-votes (described below) will be included in the calculation of the number of shares considered to be present at the 2020 Annual Meeting for quorum purposes. If we do not have a quorum, then the person presiding over the 2020 Annual Meeting or the stockholders present at the 2020 Annual Meeting may, by a majority of voting power thereof, adjourn the meeting, as authorized by the Company's amended and restated by-laws (the "Amended and Restated By-Laws"), until a quorum is present.
Q: Who is entitled to vote at the 2020 Annual Meeting?
A: You may vote all of the shares of common stock that you owned as of the Record Date, which is the close of business on April 20, 2020. You may cast one vote for each share of common stock held by you on the Record Date on all items of business presented at the 2020 Annual Meeting. These shares include shares that are:
held directly in your name as the stockholder of record; and/or
held for you as the beneficial owner through a broker, bank or other nominee.
On April 20, 2020, Element Solutions had 248,752,742 shares of common stock outstanding.
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Q: What is the difference between a stockholder of record and a beneficial owner?
A: Stockholder of Record: If your shares of common stock are registered directly in your name with Computershare, the Company's transfer agent, you are considered, with respect to those shares, the "stockholder of record" and the Notice of Internet Availability was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to certain officers of Element Solutions or to vote in person at the 2020 Annual Meeting.
Beneficial Owner: If your shares of common stock are held by a broker, bank or other nominee, you are considered the "beneficial owner" of shares held in "street name" and the Notice of Internet Availability was forwarded to you by that nominee. As the beneficial owner, you have the right to direct your nominee how to vote your shares, and are also invited to attend the 2020 Annual Meeting.
If you hold shares both as a stockholder of record and in "street name," you must vote separately both set of shares.
Q: How do I vote?
A: Stockholder of Record: If you are a stockholder of record, there are four ways to vote:
In person. You may vote in person at the 2020 Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification, such as a driver’s license or passport, and may be requested to provide proof of stock ownership as of the Record Date.
Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice of Internet Availability. Instructions on Internet voting are provided in the Notice of Internet Availability.
By Telephone. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll free number found on the proxy card.
By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.
Beneficial Owner: If you are a beneficial owner of shares held in "street name," there are four ways to vote:
In person. You must obtain a "legal proxy" from the broker, bank or other nominee that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in "street name" at the 2020 Annual Meeting. Please contact your nominee for instructions regarding how to obtain a legal proxy.
You must bring a copy of the legal proxy to the 2020 Annual Meeting and ask for a ballot when you arrive. You must also bring valid picture identification, such as a driver’s license or passport. In order for your vote to be counted, you must submit both the copy of the legal proxy and your completed ballot.
Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice of Internet Availability. Instructions on Internet voting are provided in the Notice of Internet Availability. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
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By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card or a voting instruction form and you may vote by proxy by filling out the proxy card or voting instruction form and returning it in the envelope provided.
If you vote on the Internet or by telephone, you do not need to return your proxy card or voting instruction form. Internet and telephone voting for stockholders will be available 24 hours a day, and will close at 11:59 p.m. (Eastern Time) on June 15, 2020 for shares held directly and by 11:59 p.m. (Eastern Time) on June 12, 2020 for shares held by a broker, bank or other nominee. Even if you plan to attend the 2020 Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the 2020 Annual Meeting.
Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. Stockholders voting via the Internet and by telephone should understand there may be costs associated with voting in these manners, such as usage charges from Internet access providers and telephone companies, that must be borne by the stockholders.
If we determine that it is necessary or appropriate to hold a virtual annual meeting due to developments regarding COVID-19, you or your proxy holders would need to log into a virtual meeting website in order to attend the virtual annual meeting. Further information about the virtual annual meeting, the URL address of the virtual meeting website, how to attend and how to demonstrate your ownership of our common stock as of the Record Date for the 2020 Annual Meeting would be announced and instructions provided in advance of the meeting.
Q: What if I lose the Notice of Internet Availability or other communication from my broker, bank or other nominee containing my control number prior to voting?
A: If you are a stockholder of record, you may obtain another Notice of Internet Availability containing your control number by writing to the Company's Secretary at Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, or calling our Investor Relations team at (501) 406-8465. If your shares of common stock are held in "street name" through a broker, bank or other nominee, you must contact that nominee and request to obtain another notice from them.
Q: What proposals will be voted on at the 2020 Annual Meeting?
A: There are three proposals scheduled to be voted on at the 2020 Annual Meeting:
Proposal 1 - Election of eight directors specifically named in this Proxy Statement, each of them for a term of one year until the Company's 2021 annual meeting of stockholders or until their successors are elected and qualified;
Proposal 2 - Approval, on an advisory basis, of the compensation paid by Element Solutions to its Named Executive Officers (as defined in "COMPENSATION DISCUSSION AND ANALYSIS"), as such information is disclosed in the Compensation Discussion and Analysis section, the executive compensation tables and the accompanying narrative disclosure beginning on page 27 of this Proxy Statement ("say-on-pay vote"); and
Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Element Solutions for 2020.
We will also consider other proposals that properly come before the 2020 Annual Meeting in accordance with the procedures set forth in the Company's Amended and Restated By-Laws.
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Q:  What is the Board of Directors’ voting recommendation for each proposal?
A: The Company's Board of Directors unanimously recommends that you vote:
Proposal 1 - "FOR" each of the director nominees named in this Proxy Statement;
Proposal 2 - "FOR" the approval of the compensation of the Named Executive Officers; and
Proposal 3 - "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP for 2020.
Q: What happens if additional matters are presented at the meeting?
A:  The Company's Amended and Restated By-Laws provide that items of business may be brought before the 2020 Annual Meeting only (i) pursuant to the Notice of Annual Meeting of Stockholders (or any supplement thereto) included in this Proxy Statement, (ii) by or at the direction of the Board of Directors, or (iii) by a stockholder of the Company who was a stockholder at the time proper notice of such business is delivered to the Company's Secretary in accordance with the procedures set forth in the Company's Amended and Restated By-Laws. Other than the three items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the 2020 Annual Meeting as of the date of this Proxy Statement. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2020 Annual Meeting in accordance with the laws of the State of Delaware governing corporations ("Delaware General Corporation Law") and/or the Company's Amended and Restated By-Laws.
Q:    Is my vote confidential?
A: Yes. Element Solutions encourages stockholder participation in corporate governance by ensuring the confidentiality of stockholder votes. Element Solutions has designated Broadridge Investor Communication Solutions, Inc. ("Broadridge") to receive and tabulate stockholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to Element Solutions or any of its officers or employees, except where (i) disclosure is required by applicable law, (ii) disclosure of your vote is expressly requested by you, or (iii) Element Solutions concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to Element Solutions from time to time and preliminary voting results will be publicly announced at the 2020 Annual Meeting.
Q: How many votes are needed to approve each proposal?
A: The table below sets forth the vote required for approval of each proposal described in this Proxy Statement, assuming a quorum is present:
Vote Required
Proposal 1 - Election of directors
Majority of votes cast
Proposal 2 - Say-on-Pay
Majority of votes cast
Proposal 3 - Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020
Majority of votes cast
Q: If I am an employee holding shares pursuant to the Company's Employee Stock Purchase Plan, how will my shares be voted?
A: Employees holding shares of common stock of the Company acquired through our employee stock purchase plan will receive an email including voting instructions or a voting instruction card from
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Broadridge covering all shares credited to their share account held under Schwab Stock Plan Services at Charles Schwab, the plan record keeper, as of the Record Date. The email or voting instruction cards may have an earlier return date than proxy cards.
Q: How do I vote my shares held in a Charles Schwab brokerage account and/or through the Company's Employee Savings and 401(k) Plan?
A: Employees holding shares of common stock of the Company in a brokerage account held by Charles Schwab or shares acquired through the Company's 401(k) plan will be able to vote any shares included in their accounts as of the Record Date in accordance with the voting instructions that will be provided by the Schwab Stock Plan Services at Charles Schwab, the bank nominee where such brokerage accounts were opened.
Q: What happens if I do not give specific voting instructions?
A: Stockholder of Record. If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the Internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors on all matters presented in this Proxy Statement. With respect to any other matters properly presented for a vote at the 2020 Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment.
Beneficial Owner. If you are a beneficial owner of shares held in "street name" and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions, under the rules of the New York Stock Exchange (the "NYSE"), the broker, bank or other nominee that holds your shares may generally vote on "routine matters" but cannot vote on "non-routine matters." If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, such broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote." Therefore, we strongly encourage you to give voting instructions to your nominee. Shares represented by such broker non-votes will be counted in determining whether there is a quorum.
Q: Which proposals are considered "routine" or "non-routine"?
A: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020 (Proposal 3) is a matter considered "routine" under applicable rules. A broker, bank or other nominee may generally vote on routine matters, which means that it can exercise discretion and vote your shares absent your instructions. Therefore no broker non-votes are expected to exist in connection with Proposal 3.
The election of directors (Proposal 1) and the approval, on an advisory basis, of the compensation of the Named Executive Officers (Proposal 2) are matters considered "non-routine" under applicable rules. A broker, bank or other nominee cannot vote without your instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 2.
Q: What is the impact of broker non-votes and abstentions on the proposals being presented at the meeting?
A: The table below sets forth the impact of a broker non-vote and an abstention with respect to each proposal described in this Proxy Statement, assuming a quorum is present:
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Broker Non-VoteAbstention
Proposal 1 - Election of directors
No ImpactNo Impact
Proposal 2 - Say-on-Pay
No ImpactNo Impact
Proposal 3 - Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020
N/ANo Impact

Q: Can I change my vote after I have delivered my proxy card?
A: Yes. You may revoke your proxy card at any time before its exercise by (i) delivering to the Company's Secretary a revocation of proxy at the address indicated below, (ii) executing a new proxy bearing a later date, or (iii) voting in person at the 2020 Annual Meeting. If you are a beneficial owner, you must contact your broker, bank or other nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the 2020 Annual Meeting.
Element Solutions Inc
Attn: Secretary
500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394
United States
Q: Who can attend the 2020 Annual Meeting?
A: Only stockholders and our invited guests are invited to attend the 2020 Annual Meeting. To gain admittance, you must bring a form of personal identification to the 2020 Annual Meeting, where your name will be verified against our stockholder list. If a broker, bank or other nominee holds your shares and you plan to attend the 2020 Annual Meeting, you should bring a recent brokerage statement showing the ownership of your shares as of the Record Date, a letter from such broker, bank or nominee confirming such ownership and a form of personal identification.
Q: Am I entitled to dissenter’s rights?
A: No. Delaware General Corporation Law does not provide for dissenter’s rights in connection with the matters being voted on at the 2020 Annual Meeting.
Q:  What should I do if I receive more than one set of voting materials?
A: You may receive more than one set of voting materials, including multiple Notices of Internet Availability or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability or voting instruction card for each brokerage account in which you hold shares in "street name." If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability. Please vote the shares represented by each Notice of Internet Availability or voting instruction card you receive.
Q: What is householding?
A: For those stockholders who have elected to continue to receive printed copies of the proxy materials, the SEC permits delivery of a single annual report to stockholders and a single proxy statement to any household at which two or more stockholders reside, who are believed to be members of the same family. The procedure, referred to as "householding," reduces the volume of duplicate information stockholders receive and the related expenses to the Company. We have not implemented householding with respect to our stockholders of record; however, a number of brokerage firms have instituted householding, which may impact certain beneficial owners (i.e.,
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"street name" stockholders). If your family has multiple accounts by which a broker holds your shares of common stock in "street name," you may have previously received a householding information notification from this broker. Please contact your broker directly if you have any questions, require additional copies of this Proxy Statement or our 2019 Annual Report, or wish to revoke your decision to household, and thereby receive multiple reports.
Q: Where can I find voting results of the 2020 Annual Meeting?
A: We will announce the preliminary voting results for the proposals voted upon at the 2020 Annual Meeting and disclose final detailed voting results in a Current Report on Form 8-K filed with the SEC within four business days after the 2020 Annual Meeting.
Q: Who should I call with other questions?
A: If you need assistance voting your shares, please contact our Investor Relations team at (561) 406-8465.
If you have additional questions about this Proxy Statement or the 2020 Annual Meeting or would like to receive additional copies of this Proxy Statement and/or the 2019 Annual Report, please contact:
Element Solutions Inc
500 East Broward Boulevard, Suite 1860
Fort Lauderdale, Florida 33394
United States
Attention: Investor Relations
Telephone: (561) 406-8465

8


PROPOSAL 1 – ELECTION OF DIRECTORS
At the 2020 Annual Meeting, the eight director nominees named in this Proxy Statement are standing for re-election as directors of the Company for a term of one year ending at the time of the Company's 2021 annual meeting of stockholders or until their successors are duly elected and qualified. All of the director nominees were elected to their present terms as directors at the Company's 2019 annual meeting of stockholders.
According to the Company's Amended and Restated By-Laws, a majority of the votes cast at any meeting of stockholders at which a quorum is present is required for the election of directors, except in the case of a contested election. "A majority of the votes cast" means that the number of shares voted "For" a director nominee exceeds the votes cast "Against" such nominee. In the event of a contested election, directors shall be elected by a plurality of the votes cast, which means that the director nominees who receive the highest number of shares voted "For" their election are elected.
Unless otherwise specified, all proxies will be voted "For" each of the eight nominees listed under "Board of Directors Nominees" below for election as directors of Element Solutions. If for any reason any of the nominees is unable to serve, or for good cause will not serve, the proxy holders named on the proxy card may exercise discretionary authority to vote for substitutes proposed by the Board.
Board of Directors Nominees
Our Nominating and Policies Committee recommended, and the Board nominated, Sir Martin E. Franklin, Benjamin Gliklich, Scot R. Benson, Ian G.H. Ashken, Christopher T. Fraser, Michael F. Goss, Nichelle Maynard-Elliott and E. Stanley O'Neal as director nominees for election at the 2020 Annual Meeting. Rakesh Sachdev has informed the Board of his decision not to seek reelection as a director and will retire from the Board at the expiration of his current term, as of the date of the 2020 Annual Meeting. As a result of Mr. Sachdev's retirement, the Board has approved a reduction in the size of the Board from nine to eight directors, effective June 16, 2020. Mr. Benson has informed the Board of his intention to retire from the Company, effective June 15, 2020, but is standing for reelection as a director.
Biographies of the Board nominees are presented below, including information relating to senior leadership roles, qualifications and experience to serve on the Board. The Board believes that each of the director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and to contribute to the success of Element Solutions. These directors were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with the Company's image and reputation, has the ability to exercise sound business judgment and is able to dedicate sufficient time to fulfilling his or her obligations as a director. As a group, these directors and their respective experiences, skills and qualities are highly complementary, so that collectively the Board operates in an effective, collegial and responsive manner. Based on information provided by each director nominee concerning his or her background, employment and affiliations, the Board has determined that each of them, other than Sir Franklin and Messrs. Gliklich and Benson, is an "independent director" as defined under the applicable rules and regulations of the SEC and the NYSE corporate governance listing standards. In evaluating such independence, the Board specifically considered, among other things, their present and past employment as well as other direct or indirect affiliations or relationships with the Company.
Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. There is no arrangement or understanding pursuant to which any of the the director nominees was selected and there is no family relationship between any of them and any of the Company's officers or directors.
Vote Required
Approval of the election of each director nominee requires the affirmative vote of a majority of the votes cast. This means that any director nominee who receives a greater number of votes "For" than votes "Against" his or her election will be elected to the Board.
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THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE ELECTION OF EACH DIRECTOR NOMINEE
Sir Martin Ellis Franklin, KGCN
Sir Martin Ellis Franklin, KGCN, our founder and a director of the Company since April 2013, was appointed as Executive Chairman of the Board in January 2019 after having served as Chairman of the Board since October 2013. Sir Franklin is the Founder and CEO of Mariposa Capital LLC, a Miami-based family investment firm focused on long-term value creation across various industries, and Chairman and controlling shareholder of Royal Oak Enterprises, LLC. Sir Franklin is also co-founder and co-Chairman of Nomad Foods Limited, co-Chairman of APi Group Corporation (f/k/a J2 Acquisition Limited), and serves as principal and executive officer of a number of private investment entities and charities. Sir Franklin was the founder and Chairman of Jarden Corporation ("Jarden") from 2001 until April 2016, when Jarden merged with Newell Brands Inc. ("Newell"). Sir Franklin was appointed to Jarden's board of directors in June 2001 and served as Jarden's Chairman and Chief Executive Officer from September 2001 until June 2011, at which time he was appointed as Executive Chairman. Prior to founding Jarden in 2001, Sir Franklin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. In the last five years, Sir Franklin also served on Newell's board from April 2016 to January 2018 and Restaurant Brands International Inc. board from December 2014 to October 2019. Sir Franklin graduated from the University of Pennsylvania.
Qualifications:
CEO experience
M&A experience
International experience
Public company director experience
Committee Memberships:
None
Other Public Company Boards:
APi Group Corporation
Nomad Foods Limited
Age: 55
Director since: 2013
Executive Chairman of the Board

Benjamin Gliklich
Benjamin Gliklich was appointed as Chief Executive Officer of the Company and a member of the Board in January 2019 after having served as Executive Vice President - Operations and Strategy of the Company since April 2016. Prior to this appointment, Mr. Gliklich served as the Company's Chief Operating Officer from October 2015 to April 2016 and as Vice President - Corporate Development, Finance and Investor Relations from January to October 2015. Mr. Gliklich joined the Company as Director of Corporate Development in May 2014. Prior to joining the Company, Mr. Gliklich worked for General Atlantic, a global growth-oriented private equity firm, and Goldman Sachs & Co. Mr. Gliklich holds an A.B. Cum Laude from Princeton University and an MBA with distinction from Columbia Business School.Qualifications:
M&A experience
Management experience
Operations experience
Committee Memberships:
None
Other Public Company Boards:
None
Age: 35
Director since: 2019
CEO of the Company

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Scot R. Benson
Scot R. Benson has served as a director of the Company since April 2019. Currently, Mr. Benson is President and Chief Operating Officer of Element Solutions. Prior to being promoted to this role in January 2019, Mr. Benson served as President of the Company's former Performance Solutions segment from 2015 to January 2019 where he led the integration of the former Alent plc businesses and the former OM Group, Inc.’s Electronic Chemicals and Photomasks businesses with MacDermid, Incorporated ("MacDermid"). Mr. Benson joined MacDermid in 1999 which was acquired by the Company in October 2013. His previous positions at MacDermid included President of MacDermid Advanced Surface Finishes and Graphics Solutions from January 2013 until February 2015. Mr. Benson also served as President of MacDermid Graphics Solutions from 2010 to 2013. Mr. Benson attended the University of Wisconsin - Stevens Point.
Qualifications:
President experience
Management experience
Operations experience
M&A experience
Committee Memberships:
None
Other Public Company Boards:
None
Age: 58
Director since: 2019
President & COO of the Company

Ian G.H. Ashken
Ian G.H. Ashken has served as a director of the Company since October 2013. Currently, Mr. Ashken is also serving on the boards of directors of Nomad Foods Limited and APi Group Corporation (f/k/a J2 Acquisition Limited), and is a director or trustee of a number of private companies and charitable institutions. Mr. Ashken was the co-founder and Vice Chairman of Jarden from 2001 until April 2016, and President of Jarden from June 2014 until April 2016 when Jarden merged with Newell. Mr. Ashken was also a member of the Jarden board from 2001 until April 2016 and served as Jarden's Chief Financial Officer until June 2014. Prior to Jarden, Mr. Ashken served as the Vice Chairman and/or Chief Financial Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. between 1992 and 2000. During the last five years, Mr. Ashken also served as a director of Newell from April 2016 until January 2018.
Qualifications:
President experience
CFO experience
Financial expert
M&A experience
Public company director experience
Committee Memberships:
Audit
Compensation
Nominating and Policies (Chairman)
Other Public Company Boards:
APi Group Corporation
Nomad Foods Limited
Age: 59
Director since: 2013
Independent

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Christopher T. Fraser
Christopher T. Fraser has served as a director of the Company since April 2019. Mr. Fraser served as Chairman of the Board of KMG Chemicals Inc. ("KMG") from December 2012 to November 2018 and was a director of KMG from May 2008 to November 2018. He also served as Chief Executive Officer and President of KMG from September 2013 to November 2018 after serving as Chief Executive Officer and President of KMG on an interim basis from July 2013 to September 2013. From 2006 to 2009, Mr. Fraser was the President and Chief Executive Officer of Chemical Lime Company, a North American producer of calcium based (limestone), alkaline products with various industrial applications. Before joining Chemical Lime Company, Mr. Fraser was President and Chief Executive Officer of OCI Chemical Corporation, a wholly-owned subsidiary of DC Chemical Co. ("OCI") from 1996 to 2006. Prior to joining OCI, Mr. Fraser held various positions of responsibility in sales, marketing, business development, operations and general management. Mr. Fraser has been a director of Panhandle Oil and Gas Inc. (NYSE:PHX) since March 2019, and is a member of its Audit and Compensation committees. He is also a director of Smart Chemical Solutions, LLC, a private company. He has previously served as a director at OCI Company Ltd. from 2006 to 2008, ANSAC from 1994 to 2006 and Tangoe Inc. from 2002 to 2008, and was an Operating Partner of Advent International Corp. from 2011 to 2018 which he advised on transactions in the industrial sector. Mr. Fraser holds a Bachelor of Science in Chemistry and in Business Administration from the University of Connecticut, as well as a Master of Business Administration from Pepperdine University.
Qualifications:
CEO experience
Management experience
Industry experience
M&A experience
Public company director experience
Committee Memberships:
None
Other Public Company Boards:
Panhandle Oil and Gas Inc.
Age: 62
Director since: 2019
Independent

Michael F. Goss
Michael F. Goss has served as a director of the Company since October 2013. Mr. Goss is currently Chief Financial Officer of Condé Nast. Prior to joining Condé Nast is January 2020, Mr. Goss was Executive Vice President and Chief Financial Officer of Sotheby's, Inc. from March 2016 to October 2019. Prior to Sotheby's, Mr. Goss served in various senior management capacities at Bain Capital, LLC ("Bain Capital") for 13 years until December 2013, beginning in 2001 as Managing Director and Chief Financial Officer and assuming the additional role of Chief Operating Officer in 2004. Prior to joining Bain Capital, Mr. Goss was Executive Vice President and Chief Financial Officer of Digitas Inc., a global Internet professional services firm, which he helped take public in March 2000. Prior to joining Digitas Inc., Mr. Goss was Executive Vice President and Chief Financial Officer, and a member of the board of directors of Playtex Products, Inc. Mr. Goss graduated from Kansas State University with a BS in economics and received an MBA with Distinction from Harvard Business School.
Qualifications:
CFO experience
Financial expert
M&A experience
Operations experience
Public company director experience
Committee Memberships:
Audit (Chairman)
Nominating and Policies
Other Public Company Boards:
None
Age: 60
Director since: 2013
Independent Lead Director

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Nichelle Maynard-Elliott
Nichelle Maynard-Elliott has served as a director of the Company since August 2018. Ms. Maynard-Elliott served as Executive Director, Mergers & Acquisitions for Praxair, Inc. ("Praxair") from 2011 to June 2019. Ms. Maynard-Elliott had joined Praxair in 2003 as Senior Counsel responsible for M&A and commercial transactions for Praxair’s U.S. packaged gases and healthcare businesses. Ms. Maynard-Elliott served as Assistant General Counsel of Praxair from 2007 to 2011 and transitioned to the role of Executive Director, M&A in 2011. She is admitted to practice in New York and Connecticut. Ms. Maynard-Elliott graduated from Brown University with a B.A. in Economics, and received her J.D. from Columbia University School of Law.
Qualifications:
M&A experience
Management experience
Operations experience
Committee Memberships:
Audit
Compensation
Other Public Company Boards:
None
Age: 51
Director since: 2018
Independent

E. Stanley O' Neal
E. Stanley O’Neal has served as a director of the Company since October 2013. Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. ("Merrill Lynch") until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Currently, Mr. O’Neal is a board member of Clearway Energy, Inc. and a director and member of the Audit and Finance committees of Arconic Corp., an aluminum manufacturing company and the former parent company of Alcoa Inc. Prior to April 1, 2020, Mr. O'Neal was a director and member of the Audit and Finance Committees of Arconic Inc. Prior to the separation of Arconic Inc. and Alcoa Inc. in November 2016, Mr. O'Neal had served as a director of Alcoa Inc. from January 2008 and as a member of its Audit and Governance committee. Mr. O’Neal was also a director of General Motors Corporation from 2001 to 2006, and a director of American Beacon Advisors, Inc. (investment advisor registered with the SEC) from 2009 to September 2012. Mr. O’Neal graduated from Kettering University with a degree in industrial administration and received his MBA from Harvard Business School.
Qualifications:
CEO experience
CFO experience
M&A experience
Operations experience
Public company director experience
Committee Memberships:
Compensation (Chairman)
Nominating and Policies
Other Public Company Boards:
Arconic Inc.
Clearway Energy, Inc.
Age: 68
Director since: 2013
Independent



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Board Membership Criteria and Selection
The Company's Certificate of Incorporation, as amended, provides that our Board of Directors should consist of one or more members; such number to be determined from time to time by resolution of the Board. Directors serve for terms of one year expiring at the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified or until their earlier death, resignation or removal.
The Nominating and Policies Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the Nominating and Policies Committee is required, pursuant to its charter, to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who it believes would be most effective, in conjunction with the other Board directors, at serving the long-term interests of the Company's stockholders. In evaluating director nominees, the Nominating and Policies Committee is required to take into consideration the following attributes, which are desirable for Board members of the Company: leadership; integrity; independence; interpersonal skills; financial acumen; business experiences; industry knowledge; and diversity of viewpoints.
In addition, for each director nominee, the Nominating and Policies Committee considers potential contribution to the diversity of backgrounds, experience and competencies which the Board desires to have represented as well as diversity of ethnicity and gender, and the ability to devote sufficient time and effort to duties as a director.
Candidates Nominated by Stockholders
The Nominating and Policies Committee will also consider director nominees recommended by stockholders. Pursuant to the Company's Amended and Restated By-Laws, stockholders who wish to nominate a candidate for consideration by the Nominating and Policies Committee for election at the Company's 2021 annual meeting of stockholders may do so by delivering written notice, no earlier than the close of business on February 16, 2021 and no later than the close of business on March 18, 2021, of such nominees’ names to Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, Attention: Secretary.
Any stockholder of record or beneficial owner of shares of the Company's common stock proposing such a nomination must (i) be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to notice of, and to vote at, the Company's 2021 annual meeting of stockholders, and (ii) comply with the applicable notice procedures set forth in the Company's Amended and Restated By-Laws. For further information, see "OTHER MATTERS - Proposals by Stockholders" in this Proxy Statement.
No candidates for director nominations were submitted by any stockholder in connection with the 2020 Annual Meeting.
CORPORATE GOVERNANCE
Corporate Governance Highlights
We are committed to the values of effective corporate governance and high ethical standards. The Board believes that these values are conducive to strong business performance and long-term stockholder value creation. Our governance framework summarized below gives our highly-experienced directors the structure necessary to provide the Company with sound and appropriate oversight, advice and counsel.
Annual Election of DirectorslWe have a fully non-classified Board with annual election of directors
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Annual Board and Committee Self-Assessment ProcesslThe Board annually assesses its performance through Board and Committee self evaluations
lThe Nominating and Policies Committee leads the Board in considering Board competencies
100% Independent Board CommitteeslWe have three Board committees: Audit; Compensation; and Nominating and Policies
lAll Board committees are composed entirely of independent directors
Independent Lead DirectorlIn February 2020, the Board elected Michael F. Goss, as independent Lead Director of the Board whose duties include leading regular executive sessions of the Board where independent directors meet without management
Leadership StructurelWe separate the positions of CEO and Executive Chairman of the Board
Risk OversightlThe Board is responsible for risk oversight and oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks
lThe Board committees and members of management also have responsibilities with respect to risk oversight
Open CommunicationlWe encourage open communication and strong working relationships among our independent Lead Director, our Executive Chairman, our CEO and the other directors
lOur directors have access to management and employees
Accountability to StockholderslWe use majority voting in uncontested director elections
lStockholders can contact our independent Lead Director, our Board or management through our website or by regular mail

Corporate Governance Guidelines
The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to stockholders and to the Company. The Board adopted a series of corporate governance guidelines, including the following policies:
Board of Directors Governance Principles and Code of Conduct
The Board of Directors Governance Principles and Code of Conduct (the "Directors Code of Conduct") applies to our directors and sets forth our governance principles relating to, among other things:
director independence;
director qualifications and responsibilities;
mandatory retirement age for independent directors at 70;
Board structure and meetings;
management succession; and
the performance evaluation of the Board and the Company's CEO.
In accordance with the NYSE corporate governance listing standards, the Directors Code of Conduct requires that the Board of Directors designate a non-executive lead director (the "Lead Director") to preside over non-executive sessions. Michael F. Goss has been designated as independent Lead Director. The Company’s non-management
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directors meet at least once per year in a non-executive session, at which Mr. Goss now presides, without the participation of management.
Business Conduct and Ethics Policy
Our Business Conduct and Ethics Policy (the "Ethics Policy") establishes the standards of ethical conduct applicable to all our directors, officers, employees, contractors and consultants. The Ethics Policy addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, Company funds and assets, confidentiality and corporate opportunity requirements, and the process for reporting violations of the Ethics Policy as well as employee misconduct and conflicts of interest.
Code of Ethics for Senior Financial Officers
Our Board also adopted a written Code of Ethics for Senior Financial Officers (the "Financial Officer Code of Ethics"), which is applicable to the CEO, CFO and Chief Accounting Officer of the Company (collectively, the "Financial Officers") in addition to the Ethics Policy. The Financial Officer Code of Ethics defines additional specific requirements, beyond the Ethics Policy, to which the Financial Officers are bound. The Financial Officer Code of Ethics is designed to promote honest and ethical conduct, confidentiality, proper disclosure in current and periodic reports of the Company filed with the SEC and compliance with applicable laws, rules and regulations.
Copies of these policies are publicly available in the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Any waiver of the Ethics Policy or Financial Officer Code of Ethics with respect to any Financial Officer may only be authorized by our Board and the Board's Audit Committee, respectively, and will be disclosed on our website as promptly as practicable, as may be required under applicable NYSE and SEC rules.
Role of the Board of Directors
The Company’s business and affairs are managed by our Board of Directors, which is the Company’s ultimate decision-making body, except with respect to those matters reserved to the Company’s stockholders.
The goal of the Board of Directors is to build long-term value for the Company’s stockholders. The Board establishes the Company’s overall corporate policies and acts as an advisor and counselor to senior management. The Board also oversees the Company’s business strategy and planning and evaluates the performance of the CEO and the senior leadership team in executing the Company’s business strategy, assessing and mitigating risks and managing the Company’s day-to-day operations.
Board Meetings
During 2019, the Board of Directors held a total of six meetings and acted by written consent four times. During 2019, each then director attended over 75% of the aggregate of (i) the total number of meetings of the Board during the period for which he was a director, and (ii) the total number of meetings of all committees of the Board (each, a "Committee," and collectively, the "Committees") on which he served. Two directors attended the 2019 annual meeting of stockholders.
Executive sessions or meetings of non-employee directors without management present are generally held as part of most regularly scheduled Board, Audit Committee and Compensation Committee meetings. The discussion leader for executive sessions of the full Board is Michael F. Goss in his capacity as independent Lead Director of the Board. His role is to help assure that those sessions remain effective forums for promoting open and candid discussion among the independent directors regarding issues of importance to the Company, including evaluating the performance and effectiveness of members of management. In addition, Messrs. Goss, O'Neal and Ashken generally preside over executive sessions of the Audit Committee, the Compensation Committee and the Nominating and Policies Committee, respectively.
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Board Leadership Structure
Since completion of the sale of the Company's former Agricultural Solutions business in January 2019 (the "Arysta Sale"), Sir Martin E. Franklin, Executive Chairman, Benjamin Gliklich, CEO and a director, and Scot R. Benson, President & COO and a director, form together the "Office of the Chairman." In his role as Executive Chairman, Sir Franklin provides advice and guidance to our CEO and President & COO with respect to leadership, strategy and operational goals.
The positions of CEO and Executive Chairman of the Board are held by different persons in recognition of the differences between the two roles. The Board determined that separating these positions: (i) permits more effective assessment of the CEO’s performance; (ii) provides a more effective means for the Board to express its views with respect to management performance; and (iii) enables the Executive Chairman to focus more on the Company's corporate governance and strategy and on serving stockholders’ interests, while allowing the CEO to focus more directly on managing the Company’s day-to-day operations. The Board believes this leadership structure fosters effective governance and oversight of the Company by the Board.
Michael F. Goss, Chairman of the Audit Committee, has been designated as the independent Lead Director of the Board. The purpose and effect of this designation is to establish leadership in the Board room during the executive sessions of the non-employee Board members. Non-independent directors and other officers of the Company are excused for a portion of every Board meeting for the executive sessions of the independent directors.
The strong working relationships among the independent Lead Director of the Board, the Executive Chairman of the Board and the other directors are supported by a Board governance culture that fosters open communications among the Board members, both during meetings and in the intervals between meetings. Open communication is important to develop an understanding of issues, promote appropriate oversight and encourage the discussion of matters essential to leading a complex and dynamic company such as Element Solutions.
Director Independence
Our Directors Code of Conduct requires that a majority of our directors satisfy the independence requirements of the NYSE and SEC. The NYSE rules require the Board to evaluate the independence of its directors at least annually. In general, "independent" means that a director has no material relationship with the Company. In performing their duties, directors must hold themselves free of any interest, influence or relationship with respect to any activity which could impair their judgment or objectivity in the course of their service to the Company. The Directors Code of Conduct establishes a retirement age of 70 for independent directors. It also urges independent directors with more than one year of service to own at least 1,000 shares of common stock of the Company.
Based on these standards, the Board of Directors has determined that each of the following non-employee directors is independent in accordance with the NYSE and SEC guidelines:
Independent Directors
Ian G.H. AshkenNichelle Maynard-Elliott
Christopher T. FraserE. Stanley O'Neal
Michael F. Goss
In evaluating these independence standards, our Board specifically considered, among other things, the present and past employment (as described in their biographies provided under "PROPOSAL 1 - ELECTION OF DIRECTORS"), as well as other direct or indirect affiliations or relationships of each director with the Company. Based on such standards, the Board of Directors has determined that: (i) Benjamin Gliklich is not independent as he currently serves as CEO of the Company; (ii) Scot R. Benson is not independent as he currently serves as President & COO of the Company; (iii) Sir Martin E. Franklin is not independent as he is the Company's founder and Executive Chairman; and (iv) Rakesh Sachdev is not independent as he served as CEO of the Company until his retirement in January 2019. Mr. Sachdev is not seeking reelection as a director at the 2020 Annual Meeting.
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Board Committees
The Company's Amended and Restated By-Laws give the Board the authority to delegate its powers to committees appointed by the Board. The Board has three standing Committees: Audit; Compensation; and Nominating and Policies.
Each Committee is comprised entirely of directors determined to be independent under the independence requirements of the SEC, the NYSE corporate governance listing standards and the Board's categorical standards of director independence. Copies of the written charters for each of the Committees setting forth their respective responsibilities can be found under the Investors – Corporate Governance – Governance Documents section of our website at www.elementsolutionsinc.com. Copies may also be obtained upon request, without charge, by writing to the Company's Secretary at 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394.
Below is a summary of our Committee membership information and structure:
NameAudit CommitteeCompensation CommitteeNominating and
Policies Committee
Ian G.H. Ashken
ll
icon_membera021.gif
Michael F. Goss*
image71.gif
l
Nichelle Maynard-Elliott
ll
E. Stanley O’Neal
image81.gif
l
*Independent Lead Director
image91.gif
Chairman
lMember

Audit Committee
Number of Meetings in 2019: Five
Responsibilities. Pursuant to its written charter, the Audit Committee is responsible for, among other things:
overseeing our accounting and the financial reporting processes;
appointing and overseeing the audit of our independent registered public accounting firm (including resolution of disagreements between management and our independent auditors);
pre-approving all auditing services and permitted non-auditing services to be performed for us by our independent auditors and approving the fees associated with such services;
reviewing interim and year-end financial statements with management and our independent auditors;
overseeing our internal audit function, reviewing any significant reports to management arising from such internal audit function and reporting to the Board of Directors;
reviewing complaints under and compliance with the Company’s corporate governance guidelines, in particular regarding questionable accounting, internal accounting controls or auditing matters;
overseeing the Company's policies and procedures with respect to risk assessment and risk management; and
reviewing and approving all related-party transactions required to be disclosed under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").
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The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Under procedures adopted by the Audit Committee, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent auditors. See "PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020 - Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services" below. See also the Report of the Audit Committee included in this Proxy Statement for information about our 2019 year audit.
Independence and Financial Expertise
Our Board of Directors has reviewed the background, experience and independence of the Audit Committee members and, based on this review, has determined that each of these members:
meets the independence requirements of the NYSE corporate governance listing standards;
meets the enhanced independence standards for audit committee members required by the SEC; and
is financially literate, knowledgeable and qualified to review financial statements.
In addition, our Board has determined that each of Messrs. Goss and Ashken qualifies as an "audit committee financial expert" within the meaning of SEC regulations.
Mr. Goss, Chairman of the Audit Committee, serves as the independent Lead Director of the Board and chairs periodic executive sessions of the Board.
Compensation Committee
Number of Meetings in 2019: Three
Responsibilities. Pursuant to its written charter, the Compensation Committee is responsible for, among other things:
assisting the Board in developing and evaluating potential candidates for executive positions and overseeing the development of any executive succession plans;
reviewing and making recommendations to the Board with respect to CEO compensation and CEO corporate goals and objectives;
making recommendations to the Board with respect to compensation of other executive officers and providing oversight of management’s decisions concerning the performance and compensation of such executive officers;
reviewing on a periodic basis compensation and benefits paid to directors;
reviewing our incentive compensation and other stock-based plans and recommending changes in such plans to our Board as needed to assure the effective representation of the interests of the Company's stockholders; and
preparing a Compensation Committee report on executive compensation required by the SEC to be included the Company's annual proxy statements.
The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The Compensation Committee also has authority to retain compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion after taking into consideration all factors relevant to the independence of such consultants, counsel or advisors. The Compensation Committee has sole authority to approve related fees and retention terms, and is provided with appropriate funding, as determined by the Compensation Committee, for payment of compensation to such consultants, counsel or advisors.
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In 2019, the Compensation Committee engaged Willis Towers Watson, a global management consulting firm, which acted as our independent compensation consultant with respect to the evaluation of our revised compensation plans and policies.
Independence
The Board of Directors has reviewed the background, experience and independence of the Compensation Committee members and based on this review, has determined that each of these members:
meets the independence requirements of the NYSE corporate governance listing standards;
meets the enhanced independence standards for compensation committee members required by the NYSE and the SEC; and
to the extent applicable, is an "outside director" pursuant to the criteria established by the Internal Revenue Service ("IRS").
In addition, the Board of Directors has determined that each of Mr. O’Neal, Mr. Ashken and Ms. Maynard-Elliott is independent pursuant to the enhanced independence standards for compensation committee members set forth in Section 303A.02(a)(ii) of the NYSE Listed Company Manual, based on evaluations conducted in accordance with and considering the factors set forth in Section 303A.02(a)(ii).
Role of Compensation Consultant
The Compensation Committee has the sole authority to retain compensation consultants or advisors to assist it in evaluating CEO, senior executives and non-employee director compensation. From time to time, management also retains its own outside compensation consultants. In 2019, Willis Towers Watson’s work with the Compensation Committee included analyses, advice, guidance and recommendations on executive compensation levels versus peers and market trends. Willis Towers Watson was engaged exclusively by the Compensation Committee on executive and director compensation matters and did not have other consulting arrangements with the Company. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to the SEC rules and concluded that no conflicts of interest existed.
Role of Management
Our Compensation Committee relies on management for legal, tax, compliance, finance and human resource recommendations, and data and analysis for the design and administration of the compensation, benefits and perquisite programs for our senior executives. The Compensation Committee considers this information in conjunction with the recommendations and information from its independent compensation consultant.
Our CEO, our head of human resources ("HR Lead") and our Executive Vice President - General Counsel & Secretary generally attend Compensation Committee meetings. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Compensation Committee’s independent compensation consultant when applicable and as requested by the Compensation Committee. Our CEO and HR Lead, without the presence of any other members of senior management, actively participate in the compensation discussions of our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation (other than their own).
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee during 2019 was an officer, employee or former officer of the Company or any of its subsidiaries or had any relationship requiring disclosure pursuant to SEC regulations. No executive officer of the Company served as a member of a compensation committee or a director of another entity under circumstances requiring disclosure under SEC regulations.
Nominating and Policies Committee
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Number of Meetings in 2019: Two
Responsibilities. Pursuant to its written charter, the Nominating and Policies Committee is responsible for, among other things:
leading the search for individuals qualified to become members of the Board of Directors and selecting director nominees to be presented for stockholder approval at our annual meetings;
reviewing the Committees structure and recommending to the Board of Directors for approval directors to serve as members of each Committee;
reviewing corporate governance guidelines on a periodic basis and recommending changes to the Board as necessary;
overseeing any self-evaluations of the Board and its Committees;
reviewing director nominations submitted by stockholders, if any; and
assuring the effective representation of the Company's stockholders.
The Nominating and Policies Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Policies Committee members or subcommittees.
Independence
Our Board has reviewed the background, experience and independence of the Nominating and Policies Committee members and, based on this review, has determined that each of these members meets the independence requirements of the NYSE and SEC corporate governance listing standards.
Board and Committee Assessment Process
During the year, the Executive Chairman of the Board receives input on the Board’s performance from the other directors and discusses this feedback with the full Board. The Executive Chairman, with the assistance of the Chairman of the Nominating and Policies Committee, also oversees the review of the Board performance which includes annual self-assessments by each Committee, relying on a review process similar to that used by the Board, with performance criteria for each Committee established on the basis of its responsibilities as listed in its charter. These self-evaluations are discussed with the full Board each year.
Risk Management and Oversight
Management is responsible for the day-to-day management of risks the Company faces while our Board of Directors provides risk oversight. In this role, the Board must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance and reviewing measures to address and mitigate risks.
While the full Board of Directors is charged with overseeing risk management, the Board Committees and members of management also have responsibilities with respect to risk oversight. In particular, the Audit Committee plays a large role in overseeing matters involving the Company’s financial and operational risks as well as the guidelines, policies and processes for managing such risks. To this end, the Audit Committee receives periodic briefings from management and our internal audit function on various risks, including internal controls and cybersecurity risks, and the oversight of such risks. During these meetings, the Audit Committee and management discuss these risks, risk management activities and efforts, best practices, the effectiveness of our security measures and other related matters. Additionally, the Compensation Committee monitors and assesses the various risks associated with compensation policies and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.
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Michael F. Goss has been designated as independent Lead Director to promote effective communication and consideration of matters presenting significant risks to the Company through his role in helping to develop meeting agendas, advising committee chairs, chairing meetings of the independent directors and facilitating communications between independent directors and the Company's CEO and the Executive Chairman. The Board believes that the presence of an independent Lead Director with meaningful oversight responsibilities, coupled with an Executive Chairman and a separate CEO, provides the Company with the optimal leadership for the Company at this time.
Certain Relationships and Related Transactions
Related Party Transaction Policy
The Board of Directors and the Audit Committee have adopted written policies and procedures relating to the approval or ratification of transactions with "related parties." Under such policies and procedures, the Audit Committee is to review the material facts of all related party transactions that require its approval and either approve or disapprove of the entry into such transactions, depending on whether the particular transaction serves the best interest of the Company and its stockholders.
No member of the Audit Committee may participate in any review, consideration or approval of any related party transaction with respect to which such member, or any of his or her immediate family members, is the related party.
Under such policies and procedures, a "related party transaction" represents any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, the Company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than 10% beneficial owner of another entity). A "related party" is any person who is or was, since the beginning of the last year for which the Company has filed an annual report on Form 10-K and a proxy statement, even if they do not presently serve in that role, an executive officer, director or nominee for election as a director, any 5% or greater stockholder of the Company, or any immediate family member of any of the foregoing. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).
In the event that our CEO or CFO determines that it is not practicable or desirable for the Company to wait until the next Audit Committee meeting to review and approve or ratify a related party transaction, the Chairman of the Audit Committee may review and approve or ratify such related party transaction on behalf of the Audit Committee. At the next Audit Committee meeting following such approval or ratification, the Chairman is to describe fully any related party transaction so approved in order for it to be ratified by the full Audit Committee.
Transactions with Related Parties
The following transactions were reviewed and considered in light of the policies and procedures discussed above:
Under an Advisory Services Agreement, dated October 31, 2013, with Mariposa Capital, LLC ("Mariposa Capital"), an affiliate of Sir Martin E. Franklin, Executive Chairman of the Board, and Mariposa Acquisition, LLC (See "SECURITY OWNERSHIP" below), Mariposa Capital provides certain advisory services to Element Solutions and is entitled to receive an annual advisory fee of $3.0 million, which is payable in quarterly installments, and reimbursement for expenses, which in 2019 and the first quarter of 2020 totaled an aggregate of approximately $113,372. This agreement is automatically renewed for successive one-year terms unless prior 90-day notice is provided by either party and may only be terminated by Element Solutions upon a vote of a majority of our Board members. In the event that this agreement is terminated by Element Solutions, the effective date of the termination will be six months following the expiration of the applicable term.
Element Solutions is a party to a certain Lease Agreement, which commenced on April 1, 2019, pursuant to which the Company leases office space in Miami, Florida. Under the terms of the lease, the Company is obligated to pay a
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market-based rent in an aggregate amount of approximately $378,000 over the five-year term of the lease, plus the tenant’s proportionate share of the operating expenses, taxes and insurance for the leased premises. An affiliate of Sir Franklin holds a 50% ownership interest in the landlord of the leased premises.
Involvement in Certain Legal Proceedings
To the Company's knowledge, no director, executive officer, or person nominated to become a director or an executive officer has, within the last 10 years, been involved in legal proceedings that are material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. We are not aware of any material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of its subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries.
DIRECTOR COMPENSATION
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified individuals to serve on the Board. We believe a meaningful portion of a director’s compensation should be provided in equity-based awards (restricted stock units, or "RSUs") in order to align directors' interests with our stockholders' interests. In setting director compensation, we consider the significant amount of time directors expend in fulfilling their duties serving on the Board and its Committees, the skill-level required for such service and the need to continue to attract highly-qualified candidates to serve on the Board. Director compensation arrangements are reviewed annually to maintain such standards.
Director Compensation Program
Non-employee directors are entitled to receive cash and stock compensation. The following table summarizes the components of our 2019 annual director compensation program:
Compensation ComponentsAmounts ($)
Board Fees75,000  
Committee Fees5,000 additional fees  
Audit Committee Chairman10,000 additional fees
Compensation Committee Chairman10,000 additional fees  
Nominating and Policies Committee Chairman10,000 additional fees  
RSU Grant
RSUs with an approximate value of $100,000(1)
(1)  These RSUs are typically granted on the date of the Company's annual meeting of stockholders and vest on the earlier of the one-year anniversary of their grant date and the date of the next annual meeting of stockholders.
Director expenses and other benefits. Our non-employee directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings, as well as for expenses associated with these and other Board activities.
Stock ownership guidelines. Non-employee directors with more than one year of service are expected to directly own at least 1,000 shares of our common stock. All of our directors currently meet our stock ownership guidelines.
2019 Directors' Compensation
The following table sets forth the compensation paid to our past and current non-employee directors for the year ended December 31, 2019:
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2019 Directors Compensation(1)
Name
Fees Earned or Paid in Cash
($)(4)

Stock Awards
($)(5)
All Other Compensation
($)(6)
Total
($)
Sir Martin E. Franklin
2,916,6672,916,667
Ian G.H. Ashken
95,000100,005195,005
Christopher T. Fraser(2)
50,000100,005150,005
Michael F. Goss
89,583100,005189,588
Ryan Israel(3)
Nichelle Maynard-Elliott
84,167100,005184,172
E. Stanley O’Neal
90,000100,005190,005
(1)Benjamin Gliklich, CEO of the Company, and Scot R. Benson, President & COO of the Company, are not included in this table as they are employees of the Company and therefore receive no compensation for their services as directors. Sir Martin E. Franklin, our founder director and Executive Chairman, does not receive any compensation for his services as a director. As per the SEC rules, the compensation earned by Rakesh Sachdev, a Named Executive Officer (as defined herein), for his services as a director in 2019 is included in the "All Other Compensation" column of the 2019 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.
(2)Mr. Fraser was appointed as a member of the Board on April 22, 2019. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on his partial year of service.
(3)Mr. Israel, a partner at Pershing Square Capital Management, L.P., resigned from the Board on February 4, 2019, following the repurchase by the Company from Pershing Square Capital Management, L.P. of 37 million shares of its common stock. Mr. Israel had elected to waive all compensation for his services as a director in 2019.
(4)Reflects the annual non-executive director fee and additional Committee and Committee Chairman fees for each director, as applicable.
(5)Reflects the aggregate grant date fair value of RSUs granted to directors in 2019 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Each of Messrs. Ashken, Fraser, Goss and O'Neal and Ms. Maynard-Elliott were granted 9,681 RSUs on June 5, 2019, the date of the Company's 2019 annual meeting of stockholders, as compensation for their respective directorship in 2019-2020. In each case, these RSUs were unvested and outstanding at December 31, 2019 and will vest on June 5, 2020, subject to continuous directorship through and on such vesting date. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2019 Annual Report.
On January 30, 2019, Sir Martin E. Franklin received a key executive long-term stretch award of 400,000 performance-based restricted stock units ("PRSUs"). The grant date fair value of these PRSUs was $11.10 per share. The vesting of these PRSUs is subject to the achievement by the Company of an adjusted EPS target of $1.36 per share in any fiscal year ending on or before December 31, 2022, and continuous service. At the grant date, the outcome of achieving the performance condition was deemed improbable for purposes of FASB ASC Topic 718.
(6)Represents the annual advisory fee paid to Mariposa Capital, an affiliate of Sir Martin E. Franklin and Mariposa Acquisition, LLC, pursuant to the Advisory Services Agreement. See "CORPORATE GOVERNANCE - Certain Relationships and Related Transactions - Transactions with Related Parties" above. In connection with certain management and organizational changes that took effect upon the closing of the Arysta Sale and additional advisory services requested from Mariposa Capital by the Board following those changes, this fee was increased from $2.0 million to $3.0 million, effective February 1, 2019.
For complete beneficial ownership information relating to our directors, see "SECURITY OWNERSHIP" below.
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Indemnification
We entered into Director and Officer Indemnification Agreements with each of our current directors in order for them to be free from undue concern about personal liability in connection with their services to the Company. In addition, our Certificate of Incorporation, as amended, and our Amended and Restated By-Laws provide that we will indemnify any of our directors, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been a member of the Board.

EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is a list of the Company's executive officers as of April 29, 2020 and their respective biographical information. For the biographies of Messrs. Gliklich and Benson, see PROPOSAL 1 – ELECTION OF DIRECTORS.
NameAgeTitle
Benjamin Gliklich35Chief Executive Officer (CEO) and director nominee
Scot R. Benson*58President & Chief Operating Officer (COO) and director nominee
John E. Capps55Executive Vice President - General Counsel & Secretary (General Counsel)
Carey J. Dorman31Chief Financial Officer (CFO)
Patricia A. Mount63Vice President - Program Management and Integration
* On April 28, 2020, the Board approved the retirement of Scot R. Benson as the Company's President & COO, effective June 15, 2020. Subject to his reelection at the 2020 Annual Meeting, Mr. Benson will continue to serve as a director of the Board.
John E. Capps is Executive Vice President - General Counsel & Secretary of Element Solutions. Mr. Capps joined the Company in May 2016. Prior to joining the Company, Mr. Capps was with Jarden, a Fortune 500 broad-based consumer products company, where he most recently served as Executive Vice President - Administration, General Counsel and Secretary until April 2016 when Jarden merged with Newell. From 2003 to 2005, Mr. Capps was with American Household, Inc., which was acquired by Jarden in January 2005. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP. Mr. Capps holds a J.D. from the University of Texas and a B.A. and M.B.A. from Vanderbilt University.
Carey J. Dorman is Chief Financial Officer of Element Solutions. Prior to being promoted to this role in March 2019, Mr. Dorman served as Corporate Treasurer and VP, Investor Relations of Element Solutions from February 2018 to March 2019 after having served as Senior Director, Corporate Development from April 2017 to February 2018 and as Director - Corporate Development from April 2015 to April 2017. In his prior roles, Mr. Dorman’s responsibilities included capital markets, corporate development, financial planning, investor relations and merger integration. Prior to joining Element Solutions in April 2015, Mr. Dorman worked for Taconic Capital Advisors, a global institutional investment firm, from December 2013 to April 2015, and for Goldman Sachs & Co. from June 2011 to November 2013. Mr. Dorman holds Bachelor's degrees in Engineering and in Economics from Brown University.
Patricia A. Mount is Vice President - Program Management and Integration of Element Solutions. Prior to being promoted to this role in March 2019, Ms. Mount served as Vice President, Integration since January 2016 and as a consultant to the Company since May 2014. Prior to joining the Company, Ms. Mount served as Senior Vice President, Finance of Jarden from January 2006 to April 2014. From August 2003 through January 2006, Ms. Mount served as Chief Financial Officer of Tilia, Inc., a subsidiary of Jarden. Prior to joining Jarden in August 2003, Ms. Mount served as the Chief Financial Officer of network equipment manufacturer LuxN from 2000 to 2002. From 1993 to 2000, Ms. Mount served in various senior financial and operating roles at Quantum Corporation. Ms. Mount holds a B.S. in Accounting from Philadelphia University.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis section presents our executive compensation philosophy and program, which are intended to support our strategic objectives and serve the long-term interests of our stockholders. This section also discusses how the Named Executive Officers (as defined below) were compensated in 2019 and describes how their compensation fits within our executive compensation philosophy.
This Compensation Discussion and Analysis is organized as follows:
SectionPageSectionPage
Compensation Philosophy and ObjectivesEmployment Arrangements
Compensation-related Corporate GovernanceIndemnity Agreements
Executive Compensation Setting ProcessReport of the Compensation Committee
Components of the Executive Compensation Program

Element Solutions and Leadership Transition
2019 was a transformative year for our Company as we completed the Arysta Sale on January 31, 2019. On the closing date of the Arysta Sale, the Company also changed its name from "Platform Specialty Products Corporation" to "Element Solutions Inc" and, effective February 1, 2019, its shares of common stock began trading on the NYSE under the ticker symbol "ESI." Simultaneously, the Company launched a new corporate website: www.elementsolutionsinc.com. Over the course of 2019, the Company focused on developing and engraining a new culture and strategy to underpin "Element Solutions Inc" and worked toward the alignment of its global organization with these new values and objectives.
In the context of the Arysta Sale and the Company's evolution into "Element Solutions Inc," we also underwent a series of leadership transitions in 2019. Rakesh Sachdev retired as CEO of the Company on January 31, 2019, and Benjamin Gliklich, formerly Executive Vice President - Operations & Strategy, was appointed as his replacement and as a member of the Board. In addition, Scot R. Benson, previously President of the Company's former Performance Solutions segment, was appointed as President & COO of the Company and, subsequently, as a director in April 2019. On March 12, 2019, the Board appointed Carey J. Dorman, formerly Corporate Treasurer and Vice President, Investor Relations, as the Company's CFO, replacing John P. Connolly, who resigned as CFO as of that date. Finally, on December 13, 2019, Patricia A. Mount, Vice President - Program Management and Integration, was appointed as an executive officer of the Company.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The core of our executive compensation philosophy is that compensation should be linked to achievement of financial and operating performance metrics that drive stockholder value. Consequently, we design our executive compensation program and benefits policies in a way we believe will attract and retain the key employees necessary to support the Company's growth and success, both operationally and strategically. We also aim to motivate our executives to achieve short- and long-term objectives with the ultimate goal of creating sustainable growth in intrinsic value per share. This approach guides the design and administration of our compensation and benefits programs for the Named Executive Officers as well as the other executives, officers and workforce of the Company in general.
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Our total direct compensation package typically includes (i) base salary, (ii) cash awards under our annual bonus plan (the "Annual Bonus Plan") and (iii) long-term incentive awards under our long-term incentive program (the "LTI Program"). When establishing our overall compensation plan, we benchmark the levels of compensation against those levels at comparable companies derived from compensation surveys provided by outside consultants. As explained in further detail below, we also take into consideration other factors, including, but not limited to, the Company’s performance and achievement of specific pre-established financial goals, executives' past performance and expected future contributions to the Company as well as awards granted to executives in the past.
In summary, we design our compensation program to focus on elements that we believe will contribute to stockholder value maximization. As such, our compensation program:
is variable and tied to overall Company performancereflects each executive’s level of responsibility
includes a significant incentive equity componentreflects individual performance and contributions


COMPENSATION-RELATED CORPORATE GOVERNANCE

To ensure continued alignment of executive compensation with Company performance and creation of stockholder value on a long-term, sustainable basis, we strive to follow best practices and strong compensation-related corporate governance policies. Our key policies for executive compensation are set forth below:
What We Do
What We Don't Do
l
Pay for performance with a substantial majority of pay being performance-based and not guaranteed
l
Provide tax gross-ups for change-in-control payments
l
Consider peer groups in establishing compensation
lGuarantee pay increases or equity awards
l
Balance short- and long-term incentives
l
Allow hedging, pledging or short sales of the Company's stock
l
Use multi-year vesting terms for all executive officer equity awards
l
Offer fixed-duration employment agreements with executive officers
l
When required, use an external, independent compensation consultant
lAllow liberal share recycling


EXECUTIVE COMPENSATION SETTING PROCESS
Annual Review of the Compensation Committee
Our Compensation Committee is responsible for overseeing the design, implementation and administration of short- and long-term compensation (including awards under our LTI Program (the "LTI Awards"), benefits and perquisites) for all executive officers and other members of senior management on an annual basis. The Compensation Committee recommends CEO compensation to the independent directors of the Board for their approval. When making compensation decisions, the Compensation Committee analyzes data from our Peer Group (as defined under "Market Benchmarking" below) and considers the dynamics of operating in the global specialty
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chemical industry, the importance of rewarding and retaining talented and experienced executives to continue to guide the Company, alignment of our executive compensation program with stockholders' interests, and voting guidelines of certain proxy advisory firms and stockholders. The Compensation Committee also considers other factors, including, but not limited to, the Company’s past-year performance; achievement of specific pre-established financial goals; the impact of acquisitions, divestitures, restructurings, refinancings, impairments and other unusual items; the executives’ past performance and expected future contributions to the Company; and equity awards granted in the past to these executives. In connection with the 2019 compensation program, the Compensation Committee used analyses, guidance and recommendations on executive compensation levels versus peers and market trends provided by Willis Towers Watson, an independent compensation consultant.
Consideration of the Stockholder Advisory Vote on Executive Compensation
As part of its compensation setting process, the Compensation Committee evaluates the results of the most recent advisory vote of the Company's stockholders on executive compensation, commonly known as the "Say-on-Pay" vote, and any feedback received from the Company's largest stockholders in conjunction with this vote.
At our annual meeting held on June 5, 2019, our executive compensation program received the support of approximately 71% of votes cast on the "Say-on-Pay" vote. In connection with the Arysta Sale and the related 2019 management changes, the Company undertook a strategic review of its long-term performance incentive structure and executive compensation program to ensure that executive compensation packages correlate with the new management and organizational structure, and the new values and objectives of the Company as "Element Solutions Inc." Our primary goal is to ensure that the Company’s compensation practices maintain a pay-for-performance culture, align senior management performance with financial goals and help ensure that we retain high-quality management. In 2019, as part of the Board’s ongoing review of the Company’s corporate governance and compensation practices, the Compensation Committee also solicited analysis and advice from its independent compensation consultant in making executive compensation policies and decisions. As a result of the foregoing actions, the total compensation of the Named Executive Officers was reduced in 2019 by approximately 30% from 2018 and the structure and metrics for performance-based compensation were revised as described below in "Components of the Executive Compensation Program" under " Cash Compensation - Annual Bonus Plan (Variable)" and " Equity-Based Long-Term Incentives - LTI Program (Variable)." The Compensation Committee believes that the Company's 2019 executive compensation, including with respect to the total compensation of our new CEO, aligns with the Company's pay-for-performance principles, new strategic objectives and the ultimate goal of creating sustainable growth in intrinsic value per share.
The Compensation Committee will continue to consider the views of our stockholders in connection with our executive compensation program and make adjustments based upon evolving best practices, market compensation information and changing regulatory requirements.
Market Benchmarking
We use a peer group (the "Peer Group") as a reference for our executive compensation program. The Compensation Committee believes that our Peer Group is representative of the labor market from which we recruit executive talent. Factors used to select our Peer Group include industry segment, sales, profitability, market capitalization and number of employees.
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The Peer Group used in 2019 was as follows:
Peer Group
Albemarle Corporation
H.B. Fuller Company
Ashland Global Holdings Inc.
W.R. Grace & Co.
Axalta Coating Systems Ltd.
International Flavors & Fragrances Inc.
Cabot Corporation
Minerals Technologies Inc.
Celanese Corporation
Newmarket Corporation
Ferro Corporation
RPM International Inc.
FMC Corporation
Sensient Technologies Corporation
The Compensation Committee does not believe, however, that it is appropriate to make any compensation decisions, whether regarding base salaries or incentive pay, primarily based upon benchmarking to a peer or other representative group of companies. From time to time, information from independent compensation consultants regarding pay practices at other companies is provided to the Compensation Committee as a resource for its deliberations relating to executive compensation. Such information is useful in at least two respects: first, the Compensation Committee recognizes that compensation practices must be competitive in the marketplace; and second, this marketplace information is one of the many factors that both management and the Compensation Committee consider in assessing the reasonableness and appropriateness of our executive compensation program. Although we do not target executive compensation to any Peer Group median, we strive to provide a compensation package that is competitive in the market and that rewards each executive’s performance in executing the strategic and financial goals of the Company.
Role of Executives in Establishing Compensation
Each year, our CEO and HR Lead evaluate the individual performance and the competitive pay positioning of senior management members who report directly to the CEO, including the Named Executive Officers. Our CEO and HR Lead then make recommendations to the Compensation Committee regarding the target compensation, job leveling and grading for such Named Executive Officers and other senior level employees of the Company. Our CEO follows the same process with regard to the target compensation of our HR Lead, without his input, and the Compensation Committee follows the same process with regard to the target compensation of our CEO, without his input.
Annually, our executives, including the Named Executive Officers, set their individual performance objectives with our CEO. Each executive’s performance is reviewed throughout the year against his or her objectives. At the end of each year, our CEO conducts a final review for each executive and rates his or her performance. The performance evaluations are based on factors such as Company-wide and/or business segment achievement, as applicable, and individual objectives. Individual performance is used by our CEO in consideration of individual merit-based salary increases.
Our Compensation Committee also meets in executive session at which some of our executives may be present. Our CEO reviews meeting materials with the Chairman of the Compensation Committee prior to scheduled meetings. Under its charter, the Compensation Committee must review CEO compensation and evaluate CEO performance in light of the corporate goals and objectives and determine and approve CEO compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee considers the Company’s overall performance based on specific pre-established performance metrics, the value of similar incentive awards to chief executive officers at comparable companies, including companies within our Peer Group, and the awards granted to the Company’s CEOs in past years.
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COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program is intended to attract and retain a high caliber of executive talent, align incentives with stockholders' interests and support the Company's pay-for-performance philosophy. From time to time, the Compensation Committee may also approve discretionary awards to executives in connection with their initial employment or for extraordinary individual performance, a significant contribution to the Company’s strategic objectives or retention purposes.
The following table summarizes each of the primary components of the Company's executive compensation program, their respective types (fixed or variable (tied to performance)), their respective business purposes and key features, and the related actions taken in 2019 with respect to each of them:
Pay ComponentFixed or VariableBusiness PurposeKey Features2019 Actions
Base SalaryFixed Short-Term CashAttract and retain high-quality executives needed to lead our complex global businessPeer Group and other market data used as reference points: responsibilities, individual performance, internal pay equity, compensation history and executive potentialBase salaries reflect individual performance and changes in the competitive marketplace for talent
Annual Bonus PlanVariable Short-Term CashMotivate and reward achievement of annual financial and individual performance targets set in conjunction with annual budget process

Annual cash award paid after year-end upon achievement of targetsCreation of a bonus pool to align incentive compensation with new strategic objectives, value drivers and priorities post Arysta Sale. Funding of bonus pool is based on adjusted EBITDA achievement. Adjusted earnings per share ("EPS"), free cash flow and individual performance are used as performance metrics to determine bonus payouts
Other factors considered in determining target opportunity for individual executive: responsibilities, individual performance and internal pay equity
Attract and retain key executives
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Pay ComponentFixed or VariableBusiness PurposeKey Features2019 Actions
LTI ProgramVariable Long-Term EquityMotivate and reward executive achievement of long-term financial targets in support of long-term strategic plan
LTI Awards designed to provide balance between share price appreciation, retention and long-term operating results using three-year performance and vesting periods
2019 LTI program consisted of (i) performance-based restricted stock units ("PRSUs") with adjusted organic EBITDA compound annual growth and adjusted EPS as underlying performance metrics and (ii) stock options ("SOPs"). There were no time-based restricted stock units ("RSUs") granted in 2019
Other factors considered in determining target opportunity for individual executive: responsibilities, individual performance, internal pay equity, executive's potential and retention risk
Attract and retain key executives
Benefits and Other Perquisites__Attract and retain executive officers with appropriate health and welfare benefitsCompetitive non-monetary benefits consistent with the marketplaceGenerally consistent with 2018
Limited perquisites to convey additional value in connection with performing employment tasks
In 2019, management and the Compensation Committee reviewed our Annual Bonus Plan and LTI Program as previously applicable and made adjustments intended to take into account the Arysta Sale and the Company's new values and objectives, further ensure accuracy in performance measurement and provide increased linkage between performance and executive rewards. With respect to the 2019 Annual Bonus Plan, the Compensation Committee approved the creation of a bonus pool, whose funding is based on adjusted EBITDA achievement, and selected adjusted EPS, free cash flow and individual performance goals as performance metrics to determine bonus payouts. With respect to the 2019 LTI Program, the Compensation Committee determined to use adjusted organic EBITDA compound annual growth and adjusted EPS as the performance metrics underlying PRSUs, resume the grant of SOPs, and discontinue time-based RSU awards.
In addition, in the context of the completion of the Arysta Sale and the launch of Element Solutions Inc, management and the Compensation Committee determined that rewarding senior leadership for their contributions to this successful close and motivating the Company's new leadership towards the Company's new strategic objectives were critical to driving long-term business success, executive retention and the creation of exceptional stockholder value. As a result, certain executives, including certain Named Executive Officers, received long-term stretch executive PRSU grants and the remaining balance of the cash Arysta Sale transaction bonus, as previously disclosed.
Each of these pay components is further described below:

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Cash Compensation - Base Salary (Fixed)
Base salary is the only fixed portion of the Named Executive Officers' total direct compensation. We provide executives with a base salary intended to attract and retain the quality executives needed to lead our complex global businesses and to compensate executives for their scope and level of responsibility while fostering sustained individual performance.
In general, base salaries are initially established through arm’s-length negotiation at the time the executive officer is hired or promoted, taking into account factors such as the executive officer’s qualifications, experience and intended role at the Company. The Compensation Committee sets or increases the salary of each executive as part of its annual compensation review process and in recognition of his or her contributions during the prior year. The Compensation Committee may make adjustments, as appropriate, based on the scope of an executive's responsibilities, individual contribution, prior experience and sustained performance. Decisions regarding salary increases may take into account the executive's current salary, equity ownership and the amounts paid to a peer of such executive inside our Company and to other members of the management team. Base salaries are also benchmarked against the practices of companies in our Peer Group and other market data and reviewed, from time to time, in the case of promotions or other significant changes in responsibility. No formulaic base salary increases are provided to the Named Executive Officers. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive.
The base salary earned in 2019 by each Named Executive Officer is reflected in the "Salary" column of the 2019 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.
Cash Compensation - Annual Bonus Plan (Variable)
Cash bonuses are awarded by our Compensation Committee on an annual basis pursuant to the Annual Bonus Plan. The Annual Bonus Plan is a cash bonus plan designed to provide incentives towards financial and operational performance targets and encourage the achievement of profitable growth. Operational performance targets are set in conjunction with the Company's annual budget process.
Annually, based on a review of the Company's annual and long-term financial goals, operational plans, strategic initiatives and actual results for the prior year, the Compensation Committee establishes the financial performance metrics that it will use to measure Company performance and their relative weighting for the current year as well as the Annual Bonus Plan target opportunity for each participating employee as a percentage of his or her current base salary.
2019 Annual Bonus Plan
In 2019, following the Arysta Sale and the launch of our new identity, the Compensation Committee instituted a new Annual Bonus Plan structure, which emphasizes a "one company" philosophy, with all team members working toward the achievement of common corporate goals in addition to their business unit level goals, as well as a simplified structure with fewer metrics that management considers most critical to value creation. The objective of the new plan is to align our global organization with the new "Element Solutions Inc" post-Arysta Sale by balancing Company-wide financial measures and business-specific performance metrics. Additionally, to reinforce the variable nature of Element Solutions Inc’s expense structure, the Company adopted a "bonus pool" funding structure whereby the bonus pool is funded, and participants are entitled to payouts, only if certain adjusted EBITDA levels are achieved. Adjusted EBITDA is used because management believes this metric is a key indicator of the Company's operating performance and a key aspect of budget planning across the organization.
To determine the bonus payout for the year, the Compensation Committee establishes a bonus pool factor (the "Bonus Pool Factor"), calculated as the amount of adjusted EBITDA available to pay bonuses at the target level (as set by the Compensation Committee) divided by the target level bonus payout in dollar terms, which can range from 0% to 200%. To the extent the Bonus Pool Factor is greater than zero, the Compensation Committee then assesses
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the achievement of certain performance metrics (collectively, the "Performance Metrics") to determine corporate and individual performance using a weighting formula. The Bonus Pool Factor is then applied to the results of such Performance Metrics, which results can range from 0% to 100%, and to each individual's Annual Bonus Plan target opportunity in order to determine the actual bonus payout of such individual:
Annual Bonus Plan Formula
Bonus Pool Factor XPerformance Metrics X   Bonus Plan Target Opportunity =Bonus Payout
In 2019, the Performance Metrics consisted of adjusted EPS and free cash flow on an adjusted basis as management uses these key metrics to assess business performance. Management believes these measures translate to stockholder value creation and are transparent to both employees and investors. The 2019 Performance Metrics also included an individual component to measure individual performance which, for the Named Executive Officers, was tied to adjusted EPS results. Each metric is individually weighted to reflect the determination of its importance and the value its achievement can bring to the Company's stockholders.
The following table summarizes each of the Bonus Pool Factor and Performance Metrics applicable to all Named Executive Officers in 2019, the reasons for their respective selection and the weighting of each Performance Metric (% of total Performance Metrics achievement):
Reasons for SelectionWeighting
Bonus Pool Factor
Adjusted EBITDA*Key indicator of the Company's operating performance and ability to fund bonus payouts. Aligns corporate and investor interests. Sets Bonus Pool Funding Level
Performance Metrics
Adjusted EPS*Key indicator of the Company's earnings power and correlates to stockholder value creation.50%
Free Cash Flow*Key metric used by management to assess business performance. 25%
Individual ObjectivesSupports and helps achieve strategic objectives by focusing on specific critical projects within our organization. Generally funded on the same basis as adjusted EPS.25%
* For definitions of these non-GAAP financial measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
Given the nature of the Company's businesses, the Compensation Committee believes this allocation provides an appropriate balance among Company's results and individual accountability.
In 2019, the Compensation Committee approved the applicable levels for the Bonus Pool Factor and each Performance Metric. For the Bonus Pool Factor, the Compensation Committee established a sliding scale of adjusted EBITDA achievement that corresponded to a Bonus Pool Factor of 0% to 200%. In 2019, the bonus pool was set to begin funding at $440 million of adjusted EBITDA (i.e., the Bonus Pool Factor would be greater than zero). In 2019, the Compensation Committee made certain adjustments to the calculation of adjusted EBITDA to account for macroeconomic and organizational changes during the year, resulting in a Bonus Pool Factor of 64% being used for determining the bonus pool.
With respect to the Performance Metrics, a target level required for a 100% payout was set for each Performance Metric relative to the Company's internal budget and goals for each metric. Depending on each Performance Metric's results, a sliding scale was applied between performance levels which dictates the payout levels, including a threshold level (50% payout) and the target level (100% payout). For the Named Executive Officers, individual objectives impacted this portion of the cash bonus only if certain adjusted EPS levels were not achieved.
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The following table summarizes the 2019 performance levels for each of the Performance Metrics, the Company's 2019 actual results, and the corresponding weighted payout percentage. All performance levels and results are presented on a continuing operations basis:
Performance MetricsThreshold (50% payout)Target (100% payout)Stretch2019 Actual ResultsWeighted Payouts
Adjusted EPS*
$0.82$0.87$0.8850%
Free cash flow*
$205 million$215 million$238 million25%
Individual Goals
25%
Weighted Average Performance100%
For definitions and reconciliations of adjusted EPS, free cash flow on an adjusted basis and adjusted EBITDA, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement. For a discussion of the Company’s use of non-GAAP financial measures, see page 32 of our 2019 Annual Report under "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures."
At the time the 2019 levels were set for the Bonus Pool Factor and each of the Performance Metrics, the Compensation Committee believed these levels were ambitious based on past performance, yet reasonably attainable post Arysta Sale taking into account the Company's performance improvement objectives, market conditions and industry trends.
The performance results against the performance levels indicated above may be adjusted for extraordinary events if deemed appropriate by our CEO and the Compensation Committee. This adjustment can be either up or down. For example, adjustments may be made for acquisitions or large divestitures, such as the Arysta Sale, or circumstances that warrant transitional measures, such as the evolution of the Company over the course of 2019 from "Platform Specialty Products Corporation" to "Element Solutions Inc" and the alignment of our global organization with the Company's new values and objectives post-Arysta Sale. The adjustments made to the Bonus Pool Factor in that regard in 2019 are further described below. With respect to individual goals, the Compensation Committee may also apply discretion to reduce or increase the award based on individual performance. Upon the conclusion of this process, the Compensation Committee reviews the final financial scoring and qualitative adjustments and approves the Bonus Pool Factor and each of the Performance Metrics.
2019 Annual Bonus Plan Payouts
For 2019, the Company achieved adjusted EBITDA of $417 million measured on a continuing operations basis. This 2019 adjusted EBITDA achievement would have resulted in a Bonus Pool Factor of zero. However, considering the Company's internal organizational changes, performance of its businesses and cost reduction initiatives implemented over the course of 2019 as well as external macroeconomic factors, the Compensation Committee exercised its discretion to make certain adjustments to the calculation of achievement levels and approved a Bonus Plan Factor of 64% for the Named Executive Officers. This factor was 10% below the factor applied to the rest of the participants in the 2019 Annual Bonus Plan.
For 2019, the Company achieved an adjusted EPS of $0.88 per share measured on a continuing operations basis which was above the target payout level, resulting in the operating performance yielding a 100% payout for the adjusted EPS Performance Metric. After applying the 50% weighting and the Bonus Plan Factor of 64%, a payout of 32% was earned with respect to this metric.
The Company generated $238 million of free cash flow in 2019 measured on a continuing operations and adjusted basis, which was above the target payout level and triggered a 100% payout for this Performance Metric. Free cash flow on an adjusted basis assumes the Company's current capital structure as if the Arysta Sale had closed on
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January 1, 2019. After applying the 25% weighting and the Bonus Plan Factor of 64%, a payout of 16% was earned with respect to this metric.
Finally, in 2019, the individual goals for the Named Executive Officers were tied to the achievement of the adjusted EPS metric and cost reduction initiatives which resulted in a 100% payout. After applying the 25% weighting and the Bonus Plan Factor of 64%, a payout of 16% was earned with respect to this metric.
The Annual Bonus Plan target opportunities for 2019 were 50% base salary for Ms. Mount, 75% for Mr. Dorman and 100% base salary for the other Named Executive Officers. In 2019, based on the Annual Bonus Plan formula indicated above, Ms. Mount, Mr. Dorman and each of the other Named Executive Officer received a total Annual Bonus payout equivalent to 32%, 48% and 64% of his or her base salary, respectively. In addition, as a result of the successful close of the Arysta Sale, the Compensation Committee decided on the payment of the remaining balance of the Arysta Sale transaction bonuses in 2019 following the Arysta Sale.
The Annual Bonus Plan payments earned by, and the Arysta Sale transaction bonuses, if any, paid to each Named Executive Officers in 2019 are included in the "Non-Equity Incentive Plan Compensation" column and "Bonus" column, respectively, of the 2019 Summary Compensation Table set forth under "EXECUTIVE COMPENSATION TABLES" below.
Equity-Based Long-Term Incentives - LTI Program (Variable)
Our LTI Program is designed to align the financial interests of our executives with those of the Company's stockholders by rewarding the achievement of specific pre-established financial metrics over multi-year performance periods, and therefore creating long-term stockholder value. The Compensation Committee believes that stockholders’ interests are best served by balancing the focus of executives’ decisions between short- and long-term measures. It also believes that providing executives with opportunities to acquire significant stakes in the Company growth incentivizes, and rewards, executives for sound business decisions and high-performance team environments while fostering the accomplishment of short- and long-term strategic objectives and improvement in stockholder value, all of which are essential to our ongoing success.
How Equity-Based Compensation is Determined
Annually, the Compensation Committee reviews our LTI Program to determine (i) the equity compensation mix, (ii) the vesting periods, and (iii), with respect to PRSUs, the performance metrics used to encourage long-term success as well as their respective weightings and annual and cumulative targets. In addition, the Compensation Committee annually sets a LTI Program target award for each Named Executive Officer which reflects the total LTI Program target award a Named Executive Officer has the opportunity to receive at the end of the applicable three-year performance period.
LTI Awards are typically granted in the first quarter of the year in connection with the Compensation Committee's other annual compensation decisions. LTI Awards may also be given from time to time during the year in connection with hiring decisions and recognition of exemplary achievement, promotions or other compensation adjustments.
All LTI Awards are granted under the Company's amended and restated 2013 incentive compensation plan (the "2013 Plan"), which was approved by the stockholders of the Company in June 2014. A maximum of 15,500,000 shares of common stock were authorized to be issued under the 2013 Plan. At December 31, 2019, a total of 3,453,247 shares of common stock had been issued, and 6,065,959 PRSUs, RSUs and SOPs were outstanding under the 2013 Plan, inclusive of 1,232,193 shares reserved for incremental payouts on PRSUs assuming maximum performance relative to their underlying performance metrics.
2019 LTI Program
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In February 2019, the Compensation Committee reviewed recommendations made by management and its independent compensation consultant, and approved changes to the design of the LTI Program which consisted of (i) using three-year adjusted organic EBITDA compound annual growth and adjusted EPS goals as the performance metrics underlying the PRSUs (as opposed to adjusted organic EBITDA growth used in the prior year), (ii) resuming grants of SOP awards, and (iii) eliminating time-based RSUs. These changes were implemented in the context of the Arysta Sale to further align incentive compensation and the Company's key performance metrics supporting its new strategic objectives post Arysta Sale as well as to assure competitiveness in the marketplace. The Compensation Committee determined to use adjusted organic EBITDA compound annual growth and adjusted EPS as the performance metrics underlying the PRSUs as management believes these metrics provide a more complete understanding of the long-term profitability trends of the Company’s business, facilitate comparisons of its profitability to prior and future periods and correlate to stockholder value creation. For a definition of "adjusted organic EBITDA compound growth" and "adjusted EPS," which are both non-GAAP measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.
In 2019, the mix of equity-based incentive awards consisted of 67% PRSUs and 33% SOPs, with the PRSUs vesting after a three-year performance period and the SOPs vesting annually in equal tranches over three years. The Compensation Committee believes that commencing a new three-year cycle each year provides a regular opportunity to align goals with the Company's ongoing strategic planning process, reflect its evolving business priorities and market factors and, when applicable, re-evaluate long-term metrics. With respect to PRSUs, to the extent that the Company's results meet the minimum financial goals or the maximum financial goals, the actual payout to the Named Executive Officers could be significantly less or more than the initial total PRSU target award, with the recipient of 2019 LTI Awards eligible to earn up to 150% of the number of PRSUs initially granted or as few as zero shares, as described under "—Performance-Based Restricted Stock Unit (PRSU) Awards" below. In addition, in 2019, certain Named Executive Officers received long-term stretch executive PRSU grants, which vesting is subject to the achievement by the Company of an adjusted EPS target, as previously disclosed.
A description of the 2019 LTI Awards is included below:
Performance-Based Restricted Stock Units (PRSUs)
The number of PRSUs granted to an executive was determined by multiplying 67% of the total LTI Award for such executive by the per share value of the Company's common stock on the grant date. The number of PRSUs granted represents a target number of PRSUs that the executive has the opportunity to receive. The actual number of PRSUs awarded to the executive at the end of the applicable three-year performance period is determined based on the achievement by the Company of certain adjusted EBITDA compound annual growth and adjusted EPS goals. With respect to 2019 PRSUs, the 2021 adjusted EBITDA compound annual growth target is 6.5%, exclusive of adjustments to eliminate the effects of unusual or non-recurring items, with a range from a threshold of 5% to a maximum of 8%. The 2021 adjusted EPS target is $1.05, with a range from a threshold of $1.00 to a maximum of $1.10. Holders of PRSUs have no voting rights with respect to the PRSUs they received until issuance of the vested shares. Depending on performance achievement, each PRSU represents a contingent right to receive up to 1.5 share of the Company's common stock. In addition, PRSUs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company.
The number and grant date fair value of the PRSUs granted in 2019 to each Named Executive Officer are listed in the "Target" column under "Estimated Future Payouts Under Equity Incentive Plan Awards" and "Grant Date Fair Value of Stock and Option Awards" of the Grants of Plan-Based Awards in 2019 table under "EXECUTIVE COMPENSATION TABLES" below.
Stock Options (SOPs)
SOPs were granted to an executive at an exercise price equal to the fair market value of the Company's shares of common stock on the grant date. The number of SOPs granted was determined by dividing 33% of the total LTI Award for such executive by an estimated Black-Scholes value of the SOP. SOPs expire in ten years and vest annually on a pro rata basis over a three-year period.
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SOPs entitle the holder to purchase shares of the Company's common stock during a specified period at the exercise price. The holder has no rights and privileges of a stockholder of the Company with respect to any shares purchasable or issuable upon the exercise of the SOP, in whole or in part, prior to the date on which the shares are issued. Holders of SOPs are not entitled to dividends or dividend equivalents. The SOPs may, in certain circumstances, become immediately vested as of the date of a change in control of the Company.
The grant date fair value of SOPs, which equals the expense related to the 2019 SOP grants to the Named Executive Officers, is listed in the "Option Awards" column of the 2019 Summary Compensation Table and the "Grant Date Fair Value of Stock and Option Awards" column of the Grants of Plan-Based Awards in 2019 table, both under "EXECUTIVE COMPENSATION TABLES" below.
Benefits and Other Perquisites
We provide employees, including the Named Executive Officers, with a range of employee benefits that are designed to assist in attracting and retaining skilled employees critical to our long-term success and to be competitive with market practice. In addition to base salary, cash awards under our Annual Bonus Plan and LTI Awards, we provided and continue to provide the following executive benefit programs to our Named Executive Officers, other executives and employees in general:
Employee Savings & 401(k) Plan
Most of our domestic employees, including our Named Executive Officers, are eligible to participate in the Company's tax-qualified Employee Savings & 401(k) Plan (the "401(k) Plan"). Pursuant to the 401(k) Plan, employees may elect to contribute a portion of their current compensation to the 401(k) Plan, in an amount up to the statutorily prescribed annual limit. The 401(k) Plan provides the option for the Company to make match contributions, non-elective contribution or profit sharing contributions. Participants may also direct the investment of their 401(k) Plan accounts into several investment alternatives, including the investment into shares of the Company's common stock.
In 2019, the Company matched 50% of the first 6% of the employee's eligible deferral. In addition, a non-elective contribution of 3% of eligible compensation of 2019 was allocated to eligible participants who were credited with at least 1,000 hours of service in the year for which the contributions are made and employed by the Company on the last day of that plan year. There were no profit sharing contributions for 2019.
Company matching and non-elective contributions allocated to each Named Executive Officer under the 401(k) Plan are shown in the "All Other Compensation" column in the 2019 Summary Compensation Table under "EXECUTIVE COMPENSATION TABLES" below.
Employee Stock Purchase Plan
The Company's 2014 Employee Stock Purchase Plan (the "ESPP") was ratified by the Company’s stockholders in June 2014. The purpose of the ESPP is to (i) provide eligible employees of the Company (or any subsidiary or affiliate that has been designated by the administrator to participate in the plan) a convenient method of becoming stockholders of the Company, (ii) encourage employees to work in the best interests of the Company's stockholders, (iii) support recruitment and retention of qualified employees, and (iv) provide employees an advantageous means of accumulating long-term investments.  We believe that employees’ participation in the ownership of our businesses is to the mutual benefit of both the employees and the Company.
No Named Executive Officer is currently enrolled in the ESPP.
Retirement Plans
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Domestic Defined Benefit Pension Plan. The Company provides retirement benefits to certain employees under its domestic defined benefit pension plan (as amended and restated, the "Pension Plan"), a non-contributory pension plan, which provides retirement benefits based upon years of service and compensation levels. The Pension Plan was frozen and closed to new participants on December 31, 2013 (the "Freeze Date") in connection with the acquisition by the Company of MacDermid Holdings, LLC on October 31, 2013.
SERP. In connection with the Pension Plan, the Company sponsors a certain MacDermid, Incorporated supplemental executive retirement plan (as amended, the "SERP") that entitles certain executive officers to the difference between the benefits actually paid to them and the benefits they would have received under the Pension Plan but for restrictions imposed by the Internal Revenue Service Code (the "IRS Code"). The SERP was frozen along with the Pension Plan on the Freeze Date.
Scot R. Benson is the only Named Executive Officer eligible to participate in the Pension Plan and the SERP. For more information, see "2019 Pension Benefits" under "EXECUTIVE COMPENSATION TABLES" below.
Other Perquisites
Other benefits, such as life insurance, paid time off, relocation expenses and matching charitable gifts, are intended to provide a stable array of support to our employees, and these core benefits are provided to all employees.
Other Compensation-Related Practices and Policies
Change in Control Agreements
As further described under "EXECUTIVE COMPENSATION TABLES — Termination and Change in Control Arrangements" below, we have entered into change in control agreements (the "CIC Agreements") with each of Messrs. Gliklich, Dorman, Benson and Capps. The CIC Agreements contain severance provisions subject to a double-trigger provision that requires both a change in control of the Company (as defined in the CIC Agreements) and separation from service within a period from six months prior to a change in control to two years following the change in control.
In line with best practices, our CIC Agreements do not:
have a liberal definition of change in control;
provide termination payments or benefits without involuntary job loss or substantial diminution of duties;
provide termination cash payments in excess of 2 times base salary and annual cash target bonus; or
provide for tax gross-ups.
The Compensation Committee periodically reviews the form of CIC Agreement as well as the list of executives eligible for this agreement. We believe CIC Agreements serve the best interests of the Company and our stockholders by allowing our executives to exercise sound business judgment without fear of significant economic loss in the event they lose their employment with the Company as a result of a change in control. The Compensation Committee also believes, from its experience and based upon the advice of independent compensation consultants, that such arrangements are competitive, reasonable and necessary to attract and retain key executives. The CIC Agreements do not materially affect the Compensation Committee’s annual compensation determinations, as the terms of such agreements are triggered only in connection with a change in control.
No Liberal Share Recycling
If an LTI Award is forfeited or if an SOP award expires prior to being exercised, the shares subject to that award will again become available for issuance under the 2013 Plan. However, it is our policy that shares of common stock that are tendered by a participant or withheld by the Company to pay the exercise price or withholding taxes relating
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to the vesting, exercise or settlement of any LTI Awards do not become available for issuance again as future awards under the 2013 Plan.
Clawback Policy
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010 (the "Dodd-Frank Act"), requires stock exchanges to adopt rules requiring listed companies to develop and implement a policy for recovery (i.e., clawback) of incentive-based compensation from executive officers in the event of the restatement of previously published financial statements resulting from a material accounting error, material non-compliance with financial reporting requirements or violations of U.S. securities laws.
Each of our outstanding LTI Award agreements effectively allows awards to be subject to clawback provisions to be adopted by the Company in the future whereby the Company may (i) cause the cancellation of the LTI Awards, (ii) require reimbursement of any benefit conferred under the LTI Awards to the recipient or beneficiary, and (iii) effect any other right of recoupment of equity or other compensation, provided under the 2013 Plan or otherwise, in accordance with any Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or applicable law.
Once the SEC approves final rules, the Compensation Committee will consider adopting a clawback policy as necessary to ensure compliance with such regulations.
Equity Holding Policy
To ensure strong linkage between the interests of our management team and those of our stockholders, the Compensation Committee has adopted stock ownership guidelines. Under this policy, all officers of the Company, including the Named Executive Officers and certain other employees who receive LTI Awards, are required to meet certain equity holding requirements within five years after the later of (i) March 17, 2015, or (ii) the date such person becomes an officer of the Company or such employee first receives a LTI Award. Holding requirements include:
CEO: five times base salary;
Other officers: two times base salary; and
Other management equity recipients: one time base salary.
For purposes of these stock ownership guidelines, equity includes: (i) shares of common stock beneficially owned by or on behalf of an individual or an immediate family member residing in the same household, including stock held in trusts or IRS approved plans; (ii) vested or unvested PRSUs or RSUs; and (iii) the net value, expressed in shares of common stock, of any vested stock options (SOPs).
As of the date of this Proxy, all Named Executive Officers were in compliance with this policy.
Hedging and Pledging Securities
Our Insider Trading Policy precludes all directors, executive officers and certain other designated employees from entering into hedging or monetization transactions, such as zero-cost collars and forward sale contracts, that allow the individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the holder of these securities may no longer have the same objectives as the Company's other stockholders. In addition, directors, executive officers and certain employees may not engage in short sales of the Company's securities, and we advise our directors, executive officers and certain employees to exercise caution when opening margin accounts or pledging the Company's securities. These policies are designed to ensure compliance with our Insider Trading Policy and other applicable insider trading rules.
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Use of Consultants and Other Advisors
Our Compensation Committee retains an outside compensation and benefits consulting firm from time to time to respond directly to the Compensation Committee and its inquiries regarding management pay, compensation design and other related matters. The Compensation Committee may ask that management participate in these engagements. However, use of a particular consulting firm by the Compensation Committee does not preclude management from hiring a different consulting firm. In 2019, the Compensation Committee engaged Willis Towers Watson to review the Company's executive compensation components and performance levels.
Tax Considerations
Section 162(m) of the IRS Code generally places a $1 million limit on the amount of compensation a publicly-traded company can deduct in any one year for certain executive officers. Historically, Section 162(m) contained an exception to the $1 million limit on deductibility for "performance-based" compensation. Over the years, where reasonably practicable, we have worked to balance our compensation philosophy with the goal of achieving maximum deductibility under Section 162(m). However, the Compensation Committee may authorize compensation payments that would not qualify for an exemption when it believes, in its judgment, that such payments are appropriate to attract and retain executive talent.
The Tax Cuts and Jobs Act of 2017 eliminated the "performance-based" exemption under Section 162(m), effective for taxable years beginning after December 31, 2017, such that compensation paid to each of our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief that applies to compensation paid under binding contracts that were in effect as of November 2, 2017. As a result, no assurance can be given that executive compensation intended in the past to satisfy the requirements for exemption from Section 162(m) in fact will. The Compensation Committee may determine to make changes or amendments to its existing compensation programs in order to revise aspects of our programs that were initially designed to comply with Section 162(m) but that may no longer serve as an appropriate incentive measure for our executive officers. Further, the Compensation Committee may award compensation in the future that is not fully deductible under Section 162(m) if it believes that such compensation packages will best attract, retain, and award successful executives while contributing to the achievement of the Company's business objectives.

EMPLOYMENT ARRANGEMENTS
None of the Named Executive Officers is a party to a written employment agreement. Their respective total direct compensation is approved by the Compensation Committee and generally determined by the compensation plans in which they participate or other arrangements as described above and in "Potential Payments upon Termination or Change in Control" under "EXECUTIVE COMPENSATION TABLES" below. In addition, their respective base salary is reviewed, determined and approved on an annual basis by the Compensation Committee.
Scot R. Benson and the Company are parties to a severance agreement, dated June 6, 2013. See "EXECUTIVE COMPENSATION TABLES Termination and Change in Control Arrangements" below.
Each of Messrs. Gliklich, Dorman, Benson and Capps entered into a CIC Agreement with the Company which governs the payments to be received by each of them upon a change in control (as defined in the CIC Agreements). See "EXECUTIVE COMPENSATION TABLES Termination and Change in Control Arrangements" below.
Former Executives
The Company had employment agreements in place with Rakesh Sachdev until his retirement as CEO on January 31, 2019 and John P. Connolly until his resignation as CFO on March 12, 2019. In connection with their departures, Messrs. Sachdev and Connolly entered into separation arrangements. For more information, see "EXECUTIVE COMPENSATION TABLES Termination and Change in Control Arrangements" below.
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INDEMNITY AGREEMENTS
We entered into Director and Officer Indemnification Agreements with certain officers to cover any personal liability in connection with their services to the Company. In addition, our Certificate of Incorporation, as amended, and our Amended and Restated By-Laws provide that we will indemnify any of our officers, including each Named Executive Officers, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been an officer of the Company.

REPORT OF THE COMPENSATION COMMITTEE
The information contained in this Report of the Compensation Committee shall not be deemed to be "soliciting material" or "filed" with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that the Company specifically incorporates it by reference into a document filed with the SEC under the Securities Act or the Exchange Act.
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
The Compensation Committee
E. Stanley O’Neal, Chairman
Ian G.H. Ashken
Nichelle Maynard-Elliott

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EXECUTIVE COMPENSATION TABLES

2019 Summary Compensation Table
The following summary compensation table sets forth information concerning the annual and long-term compensation of our current CEO and CFO, each of our three other executive officers whose 2019 annual salary and bonus exceeded $100,000, and our former CEO and CFO (collectively, the "Named Executive Officers"):

Name and Principal Position


Year


Salary
($)
Bonus
($)(7)

Stock
Awards
($)(8)

Option Awards ($)(9)

Non-Equity
Incentive Plan
Compensation
($)(10)
Change in Pension Value and Non-qualified
Deferred Compensation Earnings
($)(11)

All Other
Compensation
($)(12)


Total
($)
Benjamin Gliklich(1)
2019704,980  1,100,000  666,667  333,338  480,000  —  46,990  3,331,975  
2018479,880  550,000  525,005  —  446,288  —  34,753  2,035,926  
CEO2017465,000  —  501,900  131,255  506,850  —  17,280  1,622,285  
Carey J. Dorman(2)
2019350,000  166,667  283,342  141,668  180,000  —  26,769  1,148,446  
2018—  —  —  —  —  —  —  —  
CFO2017—  —  —  —  —  —  —  —  
Scot R. Benson(3)
2019691,667  —  666,667  333,338  448,000  203,021  17,880  2,360,573  
President &2018—  —  —  —  —  —  —  —  
COO2017—  —  —  —  —  —  —  —  
John E. Capps
2019520,200  833,333  350,009  175,002  332,928  —  17,880  2,229,352  
EVP - General Counsel & Secretary2018520,200  416,667  525,005  —  483,786  —  17,580  1,963,238  
2017510,000  —  501,900  131,255  555,900  —  17,280  1,716,335  
Patricia A. Mount(4)
2019263,026  83,333  83,338  41,671  84,481  —  17,880  573,729  
2018—  —  —  —  —  —  —  —  
VP - Program Mgt & Integration2017—  —  —  —  —  —  —  —  
Rakesh Sachdev(5)
201987,550  4,000,000  508,126  —  —  —  177,245  4,772,921  
20181,050,600  2,000,000  3,000,001  —  977,058  —  17,580  7,045,239  
Former CEO20171,030,000  —  2,868,046  750,000  1,222,700  —  17,280  5,888,026  
John P. Connolly(6)
2019109,975  166,667  223,609  108,336  150,000  —  301,937  1,060,524  
2018439,900  83,333  475,006  —  409,107  —  17,580  1,424,926  
Former CFO2017415,000  150,000  315,015  —  452,350  —  17,280  1,349,645  
(1) Mr. Giklich was appointed as CEO on January 31, 2019.
(2) Mr. Dorman was appointed as CFO on March 12, 2019. Mr. Dorman was not a Named Executive Officer in 2018 or 2017.
(3) Mr. Benson was appointed as President & COO on January 31, 2019. Prior to his appointment, Mr. Benson served as President of the Company's former Performance Solutions segment. Mr. Benson was not a Named Executive Officer in 2018 or 2017.
(4) Ms. Mount was appointed as an executive officer of the Company on December 13, 2019. Ms. Mount was not a Named Executive Officer in 2018 or 2017.
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(5) Reflects Mr. Sachdev's compensation as former CEO of the Company for the month of January 2019. In connection with his retirement on January 31, 2019, his 2018 RSUs, 2017 PRSUs and RSUs and unvested portion of his 2016 SOPs indicated in the Stock Awards and Option Awards columns were accelerated assuming, with respect to PRSUs, a performance achievement level at "target" (i.e., 1.0x). As a result, the 2019 amounts shown in the Stock Awards and Option Awards columns include the aggregate incremental fair value attributable to the acceleration of vesting of these PRSUs, RSUs and SOPs, as explained in footnote (8) below. See also "—Option Exercises and Stock Vested in 2019" and "—Termination and Change in Control Arrangements — Other Separation Arrangements" below.
In addition, upon his retirement, Mr. Sachdev was appointed as a member of the Board. The following table set forth the compensation earned for his services as a director during the year ended December 31, 2019 which compensation is included in the "All Other Compensation" column:
Fees Earned or Paid in Cash ($)(a)
Stock Awards ($)(b)
All Other Compensation ($)
Total ($)
Rakesh Sachdev68,750100,005168,755
(a)Includes the annual non-executive director fee described under "DIRECTOR COMPENSATION" above.
(b)Reflects the aggregate grant date fair value of RSUs granted to Mr. Sachdev in 2019 computed in accordance with FASB ASC Topic 718. Mr. Sachdev was granted 9,681 RSUs on June 5, 2019, the date of the Company's 2019 annual meeting of stockholders, as compensation for his directorship in 2019-2020. These RSUs were unvested and outstanding at December 31, 2019 and will vest on June 5, 2020, subject to continuous directorship through and on such vesting date. For additional information on the valuation assumptions, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2019 Annual Report.
(6) Reflects Mr. Connolly's compensation as former CFO of the Company. In connection with his departure, all of Mr. Connolly's 2019 LTI Awards were forfeited and portions of his 2018 and 2017 PRSUs and RSUs included in the Stock Awards column were accelerated to April 10, 2019 assuming, with respect to PRSUs, a performance achievement level at "target" (i.e., 1.0x). As a result, the 2019 amount shown in the Stock Awards column includes the aggregate incremental fair value attributable to the acceleration of vesting of these PRSUs and RSUs, as explained in footnote (8) below. See also "—Option Exercises and Stock Vested in 2019" and "—Termination and Change in Control Arrangements — Other Separation Arrangements" below. The amount in the Non-Equity Incentive Compensation column represents a lump sum payment which the Company agreed to pay in lieu of any portion of the cash bonus under the Annual Bonus Plan Mr. Connolly would otherwise have received for 2019.
(7) The 2019 amounts in this column represent the balance of cash transaction bonuses paid in 2019 in connection with the successful close of the Arysta Sale.
(8)  The amounts in this column represent the aggregate grant date fair value of equity awards granted during each respective year computed in accordance with FASB ASC Topic 718. For details on and assumption used in calculating the grant date fair value of the RSUs and PRSUs, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2019 Annual Report; Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 28, 2019; and Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018. The grant date fair value attributable to the PRSUs pertains to the 100% target level of these awards if the performance conditions are satisfied and is based on the probable outcome of such conditions. The maximum grant date potential values for the 2019 PRSU awards to Messrs. Gliklich, Dorman, Benson, Capps and Ms. Mount are $1,000,001, $425,012, $1,000,001, $525,014 and $125,006, respectively. Mr. Sachdev's 2019 amount consists of $508,126, the aggregate incremental fair value attributable to the acceleration of portions of his 2018 RSUs, 2017 PRSUs and RSUs, and unvested portion of his 2016 SOPs. The incremental fair value of the modified PRSUs, RSUs and SOPs is reported using the value on January 31, 2019, the modification date, calculated in accordance with FASB ASC Topic 718. Mr. Connolly's 2019 amount consists of $6,936 the aggregate incremental fair value attributable to the acceleration of portions of his 2018 and 2017 PRSUs and RSUs which is reported using the value on April 10, 2019, the modification date, calculated in accordance with FASB ASC Topic 718.
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On January 30, 2019, Messrs. Gliklich, Benson and Capps received key executives long-term stretch awards of 909,091, 681,818 and 227,273 PRSUs, respectively. The grant date fair value of these PRSUs was $11.10 per share. Mr. Dorman received the same award of 113,637 PRSUs on March 12, 2019 with a grant date fair value of $11.36 per share. The vesting of these PRSUs is subject to the achievement by the Company of an adjusted EPS target of $1.36 per share in any fiscal year ending on or before December 31, 2022, and continuous service. At their respective grant dates, the outcome of achieving the performance condition was deemed improbable for purposes of FASB ASC Topic 718.
(9) The amounts in this column reflect the aggregate grant date fair value of SOPs granted in 2019 and 2017 under the 2013 Plan calculated in accordance with FASB ASC Topic 718. There were no SOPs granted in 2018. For details on and assumption used in calculating these amounts, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2019 Annual Report and Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018.
(10) The amounts reported in this column reflect annual cash incentive compensation earned under the Annual Bonus Plan in 2019, 2018 and 2017. Payments under this program are typically made in the first quarter of the year following the year in which the bonus was earned after finalization of the Company's audited consolidated financial statements. See "COMPENSATION DISCUSSION AND ANALYSIS - Components of the Executive Compensation Program - Cash Compensation - Annual Bonus Plan (Variable)" above.
(11) This column shows the change in pension value under the Pension Plan and the SERP ($134,762 and $68,259, respectively) from December 31, 2018 to December 31, 2019, calculated using ASC 715 disclosure assumptions for 2019. These assumptions include changes in value due to changes in discount rates, mortality assumptions, retirement age assumptions, and additional pay accruals. Accumulated benefit is calculated based on credited service and pay as of the measurement date. Service accruals for the Pension Plan and the SERP, as well as pay accruals for the SERP, ended on December 31, 2013 due to a freeze of both plans. Scot R. Benson is the only Named Executive Officer eligible to participate in the Pension Plan and the SERP. For more information, see "2019 Pension Benefits" below.
(12) These amounts in 2019 consist of: Company-sponsored life insurance: $1,080 for all Named Executive Officers, except for Mr. Sachdev ($90) and Mr. Connolly ($270); and Company contribution to the 401(k) Plan: $16,800 for all Named Executive Officers, except for Messrs. Sachdev and Connolly ($8,400 each). Company contributions to the 401(k) Plan for each Named Executive Officer represent the aggregate match and non-elective contributions made by the Company to each Named Executive Officer in 2019. Non-elective contributions of 3% of eligible compensation may be allocated to eligible participants who were credited with at least 1,000 hours of service in the year. For 2019, the Company contributed $8,400 as non-elective contribution of 3% of eligible compensation to each Named Executive Officer, except Messrs. Sachdev and Connolly. For Messrs. Gliklich and Dorman, the 2019 amounts also include relocation expenses of $29,110 and $8,889, respectively. For Mr. Sachdev, the 2019 amount also includes the compensation earned for his services as a director during the year, as described in footnote (5) above. For Mr. Connolly, the 2019 amount also includes the aggregate amount of $293,267 received in 2019 as severance payments.
Pay Ratio
For 2019, we estimate the ratio of our CEO to median employee pay to be approximately 106 to 1, down from approximately 143 to 1 in the prior year. Excluding the balance of the Arysta Sale transaction bonus received by Mr. Gliklich, other executives and certain employees following the successful close of the Arysta Sale, the CEO to median employee pay would have been approximately 81 to 1, down from approximately 102 to 1 last year. We believe these pay ratios represent reasonable estimates calculated in a manner consistent with Item 402(u) of Regulation S-K.
Due to the material change in our employee population that resulted from the Arysta Sale in January 2019 and the acquisition of the Kester business in December 2019, we identified a new median employee in 2019 by examining our new total employee population of 4,323 full-time and part-time employees, contractors and consultants at December 31, 2019 while, in accordance with the SEC rules, excluding our CEO, consultants who were not paid directly by the Company and employees from certain foreign jurisdictions representing in aggregate less than 5% of
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our employee base whose compensation was not considered representative of our global workforce post Arysta Sale.* We then used base salary, incentive compensation (including Annual Bonus Plan target awards and LTI Awards) and other incentive payments to determine the median employee; which methodology did not significantly change from the methodology we used previously. We did not make any cost-of-living or other adjustments. Foreign exchange rates were translated to their U.S. dollar equivalent based on rates at December 31, 2019. In 2019, both Mr. Gliklich and Mr. Sachdev served as CEO of the Company. CEO compensation for purposes of this disclosure is $4,620,138 (or $3,520,138 excluding the Arysta Sale transaction bonus) and represents the total compensation for Mr. Gliklich as CEO for 2019, annualized based on his period of service during 2019 and reasonable estimates regarding the composition of his compensation that would have been applicable had he been employed as CEO for the entire year. Mr. Gliklich was appointed CEO on January 31, 2019.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
* These countries and their approximate headcounts at December 31, 2019 were: Australia (12), Austria (1), Belgium (16), Canada (6), Colombia (1), Czech Republic (6), India (135), Philippines (4), Poland (8), Portugal (3), Slovakia (4), Sweden (8), Switzerland (2) and Vietnam (10) for a total of 216 non-U.S. employees. At December 31, 2019, using the methodology required by the SEC rules, we had approximately 1,070 U.S. employees and approximately 3,469 employees in other countries, for a total of approximately 4,539 employees globally factored into the sample before the country exclusions listed above.
Grants of Plan-Based Awards in 2019
The following table sets forth the cash bonus under the Annual Bonus Plan and the LTI Awards granted in 2019 to each of the Named Executive Officers with the aggregate grant date fair value of each grant disclosed on a grant-by-grant basis. For more information about our 2019 Annual Bonus Plan and LTI Program, see "Cash Compensation — Annual Bonus Plan (Variable)" and "Equity-Based Long-Term Incentives — LTI Program (Variable)" under "COMPENSATION DISCUSSION AND ANALYSIS — Components of the Executive Compensation Program" above.
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Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (3)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)
All  Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)
Grant Type
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Benjamin GliklichBonus  —  750,000  1,500,000  —  —  —  —  —  —  —  
PRSUs  2/20/19—  —  —  29,395  58,789  88,184  —  —  —  666,667  
SOPs  2/20/19—  —  —  —  —  —  —  64,227  11.34  333,338  
PRSUs  1/30/19—  —  —  —  909,091  —  —  —  —  10,090,910  
Carey J. DormanBonus  —  281,250  562,500  —  —  —  —  —  —  —  
PRSUs  3/15/19—  —  —  8,656  17,312  25,968  —  —  —  183,334  
SOPs  3/15/19—  —  —  —  —  —  —  19,380  10.59  91,667  
PRSUs  3/12/19—  —  —  —  113,637  —  —  —  —  1,290,916  
PRSUs  2/20/19—  —  —  4,410  8,819  13,229  —  —  —  100,007  
SOPs  2/20/19—  —  —  —  —  —  —  9,634  11.34  50,001  
Scot R. BensonBonus  —  700,000  1,400,000  —  —  —  —  —  —  —  
PRSUs  2/20/19—  —  —  29,395  58,789  88,184  —  —  —  666,667  
SOPs  2/20/19—  —  —  —  —  —  —  64,227  11.34  333,338  
PRSUs  1/30/19—  —  —  —  681,818  —  —  —  —  7,568,180  
John E. CappsBonus  —  520,200  1,040,400  —  —  —  —  —  —  —  
PRSUs  2/20/19—  —  —  15,433  30,865  46,298  —  —  —  350,009  
SOPs  2/20/19—  —  —  —  —  —  —  33,719  11.34  175,002  
PRSUs  1/30/19—  —  —  —  227,273  —  —  —  —  2,522,730  
Patricia A. MountBonus  —  132,001  264,002