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Albemarle sets 2027 CEO start, $1.3M salary

Albemarle Corporation (ALB) announced a CEO succession plan under which Ragnar “Rag” Udd will become President and Chief Executive Officer effective February 1, 2027 or an earlier mutually agreed date, and will join the Board.

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Albemarle Corporation (ALB) announced a CEO succession plan under which Ragnar “Rag” Udd will become President and Chief Executive Officer effective February 1, 2027 or an earlier mutually agreed date, and will join the Board. J. Kent Masters, Jr. will transition from Chairman and CEO to Executive Chair of the Board at that time.

Under an Executive Employment Agreement, Udd will receive a $1,300,000 annual base salary, an annual target bonus equal to 135% of base salary (capped at 200% of target), and a cash sign-on bonus of $1,400,000, payable 50% at commencement and 50% on July 1, 2027, subject to service and certain termination conditions. He will receive make‑whole RSU and PSU awards with an aggregate grant-date target value of $11,000,000, plus 2027 long-term incentive equity awards targeted at $7,500,000, and will participate in the Executive Officer Severance Plan with severance multiples of 2.0x for certain terminations outside a change in control and 3.0x in connection with a change in control, alongside two-year post-employment restrictive covenants.

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Filing Explained

Udd’s agreement extends annual equity-award provisions beyond 2027, but future grant values and designs remain Board-determined.

The governance handoff will add Ragnar Udd to Albemarle’s Board when he becomes CEO, while J. Kent Masters is slated to remain Executive Chair through the 2027 annual meeting; thereafter, his role is subject to the Board’s annual director-nomination process.

Masters’s compensation remains unchanged until the CEO transition, and his 2027 annual incentive bonus is limited to the portion of the performance period through March 31, 2027.

The agreement also provides for annual equity awards in each cycle after the 2027 cycle while Udd remains employed, but leaves their grant-date target value, form and design to the Board’s compensation process.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CEO base salary $1,300,000 per year Annual base salary for Ragnar Udd as President and CEO
Annual target bonus 135% of base salary Target bonus opportunity under annual incentive plan for new CEO
Maximum annual bonus 200% of target bonus Cap on CEO’s annual incentive payout as a percentage of target
Cash sign-on bonus $1,400,000 New CEO sign‑on cash bonus, paid 50% at commencement and 50% July 1, 2027
Make-Whole equity awards $11,000,000 aggregate target value RSUs and PSUs granted to compensate forfeited awards from prior employer
2027 LTI awards $7,500,000 aggregate grant-date value Estimated 2027 annual equity awards for new CEO under 2026 Plan
Severance multiple (no change in control) 2.0x Multiple for qualifying termination not in connection with a change in control
Severance multiple (change in control) 3.0x Multiple for qualifying termination in connection with a change in control
Restricted Stock Units financial
"will be granted a number of RSUs and PSUs under the Albemarle Corporation 2026 Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"a number of PSUs with a grant date target value of $2,970,000 in respect"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
change in control financial
"termination of employment other than in connection with a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Executive Officer Severance Plan financial
"he will participate in the Albemarle Corporation Executive Officer Severance Plan"
non-competition financial
"subject to certain non-competition, non‑solicitation and other post-employment"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
long-term incentive financial
"the 2027 annual award cycle of the Company, Mr. Udd will be granted annual equity awards"
Long-term incentive is a form of pay awarded to executives and key employees that vests over several years and is tied to company performance, often paid in stock or stock-linked awards. It matters to investors because it shapes management’s motivation and risk-taking, can dilute existing shares, and affects future cash flow and company governance—think of it as a multi-year performance bonus that aligns leaders’ rewards with shareholder returns.

FAQ

What CEO change did ALBEMARLE CORP (ALB) announce?

Albemarle appointed Ragnar “Rag” Udd as President and Chief Executive Officer, effective February 1, 2027 or an earlier mutually agreed date. Current Chairman and CEO J. Kent Masters, Jr. will transition to the role of Executive Chair of the Board when Udd joins.

What is Ragnar Udd’s compensation package at Albemarle (ALB)?

Ragnar Udd will receive a $1,300,000 annual base salary, an annual target bonus of 135% of base salary (maximum 200% of target), a cash sign‑on bonus of $1,400,000, make‑whole equity awards valued at $11,000,000, and 2027 long‑term incentive equity awards targeted at $7,500,000.

How is Ragnar Udd’s $1.4 million sign-on bonus at ALB structured?

The $1,400,000 cash sign‑on bonus vests and becomes payable 50% on the CEO employment commencement date and 50% on July 1, 2027, subject to continued employment or certain qualifying terminations with a release of claims in favor of Albemarle.

What equity awards will Ragnar Udd receive from ALBEMARLE CORP?

Udd will receive make‑whole RSUs and PSUs under the 2026 Plan with an aggregate target value of $11,000,000, including $4,400,000 in RSUs vesting over two years and PSUs totaling $2,970,000 for the 2025‑27 cycle and $3,630,000 for the 2026‑28 cycle.

What severance protections will Albemarle’s new CEO have?

Under the Executive Officer Severance Plan as modified for him, Ragnar Udd will have a severance multiple of 2.0x for certain qualifying terminations not in connection with a change in control and 3.0x for qualifying terminations in connection with a change in control, plus related post‑employment covenants.

How long will Kent Masters remain involved with Albemarle (ALB)?

Kent Masters will serve as Executive Chairman from the CEO employment commencement date through the date of Albemarle’s 2027 annual meeting of shareholders, and his role thereafter will be considered as part of the Board’s annual director nomination process.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2026

ALBEMARLE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
001-12658
54-1692118
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)

(980) 299-5700
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on
which registered
Common stock, $0.01 par value
ALB
New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 7.25% Series A Mandatory Convertible Preferred Stock
ALB PR A
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Leadership Changes

On September 2, 2026, the Board of Directors of the Company (the “Board”) of Albemarle Corporation (the “Company”) approved a leadership succession plan for the Company by appointing Ragnar Udd to succeed J. Kent Masters, Jr. as the Company’s President and Chief Executive Officer, effective as of February 1, 2027 or a mutually agreed earlier date (the “CEO Employment Commencement Date”).  Effective as of the CEO Employment Commencement Date, Mr. Masters will transition to the role of Executive Chair of the Board.

Mr. Udd Bio

Mr. Udd, age 54, has over 25 years of experience in leading global resources businesses in geographies closely mirroring Albemarle’s global footprint, including Australia, Asia and North and South America. He is currently serving as Chief Commercial Officer of BHP and as a member of its executive leadership team, where he has global responsibility for sales and marketing, procurement, maritime activities and commodities market strategy. Prior to his appointment as the Chief Commercial Officer of BHP in March 2024, Mr. Udd held senior leadership roles across commercial, operational, technology, logistics and infrastructure functions, including President Americas, where he led BHP’s copper and potash businesses from November 2020 until March 2024. He also served as interim Chief Technology Officer, BHP Mitsubishi Asset President and Vice President Logistics and Infrastructure for Western Australia Iron Ore.

Executive Employment Agreement with Mr. Udd

On September 2, 2026, the Company and Mr. Udd entered into an Executive Employment Agreement (the “Executive Employment Agreement”). The Executive Employment Agreement provides that, effective as of the CEO Employment Commencement Date, Mr. Udd will receive a base salary of $1,300,000 per year and will be eligible to receive an annual target bonus under the Company’s annual incentive plan equal to 135% of his annual base salary, with a maximum bonus under the annual incentive plan equal to 200% of his target bonus.

The Executive Employment Agreement provides that, in recognition of the annual bonus for fiscal year 2027 that Mr. Udd will forfeit from his prior employer in connection with commencing employment with the Company, Mr. Udd will receive a cash sign-on bonus of $1,400,000, which will vest and become payable as to 50% on the CEO Employment Commencement Date and as to 50% on July 1, 2027, subject to his continued employment or service with the Company or, if earlier and subject to the execution and non-revocation of a release of claims in favor of the Company, a termination of employment by the Company without cause, by Mr. Udd for good reason, or as a result of Mr. Udd’s death or disability.  The Executive Employment Agreement provides that, in recognition of the unvested equity awards in respect of his prior employer that he will be forfeiting in connection with commencing employment with the Company, Mr. Udd will be granted a number of RSUs and PSUs under the Albemarle Corporation 2026 Incentive Plan the (“2026 Plan”) with an aggregate grant date target value of $11,000,000, which is intended to compensate Mr. Udd for the substantial equity awards he is forfeiting in connection with his acceptance of the Company’s offer of employment (the “Make-Whole Equity Awards”).  The Make-Whole Equity Awards will consist of (i) a number of RSUs with a grant date target value of $4,400,000, which will vest ratably over two years, subject to Mr. Udd’s continued employment as of the applicable vesting date (the “Make-Whole RSUs”); (ii) a number of PSUs with a grant date target value of $2,970,000 in respect of the 2025-27 Company performance cycle, subject to Mr. Udd’s continued employment as of the applicable


vesting date; and (iii) a number of PSUs with a grant date target value of $3,630,000 in respect of the 2026-28 Company performance cycle, subject to Mr. Udd’s continued employment as of the applicable vesting date (the PSUs, collectively, the “Make-Whole PSUs”). In the event that the Company terminates Mr. Udd’s employment without cause, Mr. Udd terminates his employment for good reason, or Mr. Udd’s employment terminates as a result of his death or disability, then, subject to the execution and non-revocation of a release of claims in favor of the Company, any then-unvested Make-Whole RSUs will vest in full, and any then-unvested Make-Whole PSUs will remain outstanding and vest at the actual level of performance at the end of the applicable performance period.

The Executive Employment Agreement further provides that, for the 2027 annual award cycle of the Company, Mr. Udd will be granted annual equity awards under the 2026 Plan with an aggregate grant date value of $7,500,000 (the “2027 LTI Awards”). The form and design of the 2027 LTI Awards (including any applicable performance-based vesting conditions) will be determined in the sole discretion of the Board, and the applicable performance standards and proportion of performance-based awards will be consistent with that of the other members of the Company’s Executive Leadership Team. The Executive Employment Agreement also provides that Mr. Udd will be granted annual equity awards in each annual cycle in which he is employed by the Company for annual cycles commencing after the 2027 annual award cycle with an aggregate grant date target value, form and design determined by the Board as part of its overall compensation process for the Company’s Executive Leadership Team.

The Executive Employment Agreement further provides that, effective as of Mr. Udd’s start date, he will participate in the Albemarle Corporation Executive Officer Severance Plan (the “ESP”) generally in accordance with the terms of the ESP.  Notwithstanding the foregoing, the Executive Employment Agreement provides that (i) Mr. Udd will generally be eligible to receive severance in accordance with the terms of the ESP upon a termination of employment by Mr. Udd for good reason other than in connection with a change in control, (ii) the severance multiple applicable to Mr. Udd for a qualifying termination of employment other than in connection with a change in control will be “2.0”, (iii) the severance multiple applicable to Mr. Udd for a qualifying termination in connection with a change in control will be “3.0”, and (iv) Mr. Udd will be subject to certain non-competition, non‑solicitation and other post-employment restrictive covenants for a period of two years following his termination of employment.  The Executive Employment Agreement further provides that if Mr. Udd’s employment is terminated by the Company without cause or Mr. Udd resigns for good reason, in either case, within three months prior to the occurrence of a change in control, each-then outstanding equity award will be treated as if Mr. Udd remained employed by the Company through the date of such change in control and was terminated from employment on the date of such change in control.  The ESP is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2025, and the material terms of the ESP are summarized in the Company’s Proxy Statement for the year ended December 31, 2025, and incorporated by reference herein.

The foregoing description of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

No arrangement or understanding exists between Mr. Udd and any other person pursuant to which Mr. Udd was selected to serve as President and Chief Executive Officer of the Company. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Udd reportable under Item 404(a) of Regulation S-K. Mr. Udd has no family relationships with any of the Company’s directors or executive officers.


Letter Agreement with Mr. Masters

The Company entered into a letter agreement dated September 2, 2026 with Mr. Masters to outline the terms of his service as Executive Chair effective as of the CEO Employment Commencement Date (the “Letter Agreement”).  The Letter Agreement provides that Mr. Masters will serve as the Executive Chair from the CEO Employment Commencement Date through the date of the Company’s 2027 annual meeting of shareholders and thereafter subject to the Board’s annual director nomination process.  Under the Letter Agreement, the “Term of Employment” within the meaning of the Amended and Restated Executive Employment Agreement, dated as of July 30, 2025, by and between the Company and Mr. Masters (the “Masters Executive Employment Agreement”), will be extended until such date.  Mr. Masters’s compensation will remain unchanged prior to the CEO Employment Commencement Date and, following such date, it will continue in accordance with the terms of the Masters Executive Employment Agreement.  Notwithstanding the foregoing, the Letter Agreement provides that, consistent with the Masters Executive Employment Agreement, Mr. Masters will only be eligible to receive a prorated AIP bonus for 2027 for the portion of the performance period elapsed prior to March 31, 2027.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 7.01.
Regulation FD Disclosure.

On September 3, 2026, the Company issued a press release announcing the executive leadership changes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 9.01.
Financial Statements and Exhibits.

(d) The following exhibits are furnished with this Current Report on Form 8-K.

Exhibit
No.
 
Description
99.1
 
Albemarle Corporation Press Release, dated September 3, 2026
10.1
 
Executive Employment Agreement, dated as of September 2, 2026, by and between the Company and Ragnar Udd
10.2
 
Letter Agreement, dated as of September 2, 2026, by and between the Company and J. Kent Masters, Jr.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
ALBEMARLE CORPORATION
     
Date: September 3, 2026
By:
/s/ Ander C. Krupa
   
Ander C. Krupa
   
General Counsel and Corporate Secretary




Exhibit 99.1

 

Albemarle Announces CEO Succession Plan
 
Ragnar Udd Appointed President and CEO, Effective February 1, 2027
 
Kent Masters to Serve as Executive Chairman
 
CHARLOTTE, N.C., September 3, 2026 – Albemarle Corporation (NYSE: ALB), a global leader in providing essential elements for mobility, energy, connectivity and health, today announced that Ragnar “Rag” Udd has been appointed President and Chief Executive Officer, effective February 1, 2027. Udd will also join the Albemarle Board of Directors. Kent Masters, Chairman and CEO, will transition to the role of Executive Chairman of the Board upon Udd joining the Company. Gerald Steiner will continue to serve as Albemarle’s Lead Independent Director.
 
A Proven Leader to Drive Albemarle’s Next Chapter
 
Udd has over 25 years of experience in leading global resources businesses in geographies closely mirroring Albemarle’s global footprint, including Australia, Asia and North and South America. He is currently serving as Chief Commercial Officer of BHP and as a member of its executive leadership team, where he has global responsibility for sales and marketing, procurement, maritime activities and commodities market strategy. Prior to that, Udd held senior leadership roles across commercial, operational, technology, logistics and infrastructure functions, including President Americas, where he led BHP’s copper and potash businesses. He also served as interim Chief Technology Officer, BHP Mitsubishi Asset President and Vice President Logistics and Infrastructure for Western Australia Iron Ore.
 
“Rag’s appointment as our next CEO follows a comprehensive succession planning process conducted by the Board,” said Steiner. “Rag brings extensive commercial and operational expertise in natural resources and has successfully led global commercial strategy and advanced disciplined growth across complex businesses. We are confident he is the right leader to capitalize on our industry-leading portfolio and operational capabilities to unlock long-term value for shareholders.”
 
“I am honored to be named Albemarle’s next CEO,” said Udd. “Albemarle has world-class natural resources, deep technical expertise and strong customer partnerships. I am excited to work with Kent, the leadership team and the Board to build on the Company’s strong foundation in both its Energy Storage and Specialties business segments.”
 
A Well-Defined Transition Plan to Ensure Leadership Continuity

Masters will transition to the role of Executive Chairman of the Board upon Udd joining Albemarle. In this role, Masters will lead the Board’s governance, provide input and perspective on strategic planning, and ensure a seamless handoff of leadership responsibilities.

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“Kent has been instrumental in building Albemarle into the industry leader it is today,” Steiner continued. “He has played a key role in the development of Albemarle’s strategy and driven disciplined execution across cycles. Importantly, Kent’s steadfast commitment to our core values has strengthened Albemarle’s profile as a values-led, purpose-driven organization. We look forward to his continued contributions as he steps into the Executive Chairman role.”

“It has been a privilege to serve as CEO and work alongside Albemarle’s incredible team every day,” said Masters. “I am proud of what we have achieved together, and I am confident now is the right time to transition the leadership to Rag, who is well positioned to lead Albemarle’s future. I look forward to working closely with him to ensure a seamless transition.”

Masters will serve as Executive Chairman through the date of the Company’s 2027 annual meeting of shareholders and thereafter his role will be reviewed as part of the Board’s annual director nomination process.

About Albemarle
Albemarle Corporation (NYSE: ALB) is a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity and health. We partner to pioneer new ways to move, power, connect and protect with people and planet in mind. A reliable and high-quality global supply of lithium and bromine allows us to deliver advanced solutions for our customers. Learn more about how the people of Albemarle are enabling a more resilient world at Albemarle.com.

Albemarle regularly posts information to Albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, U.S. Securities and Exchange Commission filings and other information regarding the company, its businesses and the markets it serves.
 
Forward-Looking Statements
This press release contains statements concerning our expectations, anticipations and beliefs regarding the future, which constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties, often contain words such as "anticipate," "believe," "expect," "may," "should," "would," and "will" and similar references to future periods. Forward-looking statements may include statements regarding expectations relating to Company strategy, operations, or performance; plans and expectations related to board composition and contributions; other underlying assumptions and outlook considerations, and all other information relating to matters that are not historical facts. These and other forward-looking statements are based on management's current assumptions and expectations and involve risks and uncertainties that could significantly affect expected results. Actual results could differ materially from those expressed or implied in the forward-looking statements if one or more of the underlying estimates, assumptions or expectations prove to be inaccurate or are unrealized. Factors that could cause Albemarle's actual results to differ materially from the outlook expressed or implied in any forward-looking statement include: breaches of contract; changes in economic and business conditions; changes in availability to serve as the CEO; trade policies and tariffs; technological change and development; changes in laws and

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government regulation; regulatory actions, proceedings, cyber-security breaches, and the other factors detailed from time to time in the reports Albemarle files with the SEC, including those described under "Risk Factors" in Albemarle's most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q, which are filed with the SEC and available on the investor section of Albemarle's website (investors.albemarle.com) and on the SEC's website at www.sec.gov. These forward-looking statements speak only as of the date of this press release. Albemarle assumes no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

Investor Relations Contact: +1 (980) 308-6194, invest@albemarle.com
Media Contact: +1 (980) 308-6310, media@albemarle.com


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Filing Exhibits & Attachments

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