(2)
| Mr. Smith retired from the Board on May 31, 2019.
In addition to the retainers shown above, we provide members of the Board with a cash payment of $5,000 for each intercontinental trip taken in performing board service. Share Ownership Guidelines Members of our Board are subject to Share Ownership Guidelines. Under the Share Ownership Guidelines, non-executive directors are prohibited from selling any shares of the Company until they own shares that are valued at no less than six times their annual cash retainer for Board service, or $690,000 for all directors other than our Chair, whose ownership requirement is $1,950,000. Under the guidelines, only shares beneficially owned and RSUs (net of the anticipated tax obligation on vesting, estimated for these purposes at 50%) count towards meeting the ownership thresholds. Once a director has reached his or her required ownership level, he or she may not sell shares that would bring ownership below the threshold level. Prohibition on Hedging and Pledging Shares Pursuant to our Policy Prohibiting Insider Trading, directors are prohibited from purchasing, selling, or writing options on the Company’s shares, engaging in short sales, participating in other derivative or short-term purchase or sale transactions, or otherwise engaging in transactions that would enable them to hedge against any decrease in our share price. Directors are also prohibited from pledging Company shares as collateral for personal loans or other obligations, including holding shares in a brokerage margin account. These restrictions extend to directors’ immediate family members and certain related entities and are intended to keep the interests of our directors aligned with the long-term interests of the Company and our shareholders. LYONDELLBASELL 2022 PROXY STATEMENT 36
Back to Contents DIRECTOR COMPENSATION IN 2021 Name | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | Jacques Aigrain | 343,822 | 332,390 | 8,509 | 684,721 | Lincoln Benet | 144,505 | 173,860 | 5,000 | 323,365 | Jagjeet Bindra | 149,488 | 173,860 | 7,024 | 330,372 | Robin Buchanan | 134,539 | 173,860 | 5,000 | 313,399 | Tony Chase | 82,849 | 171,971 | 5,000 | 259,820 | Stephen Cooper(1) | — | 297,503 | 2,024 | 299,527 | Nance Dicciani | — | 329,773 | 2,024 | 331,797 | Bob Dudley | 79,890 | 171,971 | 5,000 | 256,861 | Claire Farley | 144,505 | 173,860 | 7,024 | 325,389 | Isabella Goren(2) | 56,289 | — | 2,024 | 58,313 | Michael Hanley | 151,979 | 173,860 | 19,521 | 345,360 | Albert Manifold | 139,522 | 173,860 | 5,000 | 318,382 | (1) Mr. Cooper is not standing for re-election to the Board at the Annual Meeting. (2) Ms. Goren retired from the Board on May 28, 2021. (3) Includes retainers for services earned or paid through December 31, 2021. Mr. Cooper and Ms. Dicciani elected to receive the cash component of their 2021 compensation in the form of shares of our common stock. (4) Represents annual grants of RSUs for all directors (other than Ms. Goren) and shares of stock issued in lieu of cash compensation for Mr. Cooper and Ms. Dicciani. The annual grants of RSUs are made in conjunction with the Board’s regularly scheduled meeting in May of each year. The terms of the RSUs provide for vesting one year from the date of grant and for cash dividend equivalent payments when dividends are paid on the Company’s shares. In 2021, the annual grant for each continuing director, other than Messrs. Aigrain, Chase, and Dudley, was 1,531 units. Mr. Aigrain received 2,927 units, and Mr. Chase and Mr. Dudley each received 1,527 units based on the Company’s stock price on the date of their election. These awards are the only stock awards outstanding at 2021 fiscal year-end for the non-executive directors. In accordance with FASB Topic ASC 718, Compensation – Stock Compensation (“ASC 718”), the grant date fair value of the awards is the number of units granted times the fair market value of our shares on that date. See Note 15 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2021 for a description accounting for equity-based compensation. The shares received in lieu of cash compensation are issued at the same time quarterly cash payments for retainers and travel fees are otherwise made. The number of shares issued is based on the average of the closing price of the Company’s shares over the quarter in which the compensation was earned. The shares issued in lieu of cash compensation in 2021 were as follows: Mr. Cooper – 1,255 shares and Ms. Dicciani – 1,586 shares. (5) Includes $5,000 for each intercontinental trip taken for work performed for the Company, other than for Mr. Cooper and Ms. Dicciani, each of whom received shares as compensation for their travel fees. Also includes benefits in kind related to tax preparation and advice related to the directors’ UK tax returns, payments and circumstances. The Company provides these services, through a third party, to members of our Board because of our unique incorporation and tax domicile situation. For Mr. Hanley, also includes a $12,497 reimbursement and gross up on UK social taxes assessed on a portion of his Board compensation for tax years 2018/2019 and 2019/2020, due to his residence in Quebec and for which he does not receive any benefits under the UK system. |
LYONDELLBASELL 2022 PROXY STATEMENT 37
Back to Contents DISCHARGE OF DIRECTORS FROM LIABILITY  | The Board recommends that you voteFORthe discharge of our directors from liability for the performance of their duties in 2021. |
(3)
| Mr. van der Meer is not standing for re-election to the Board at the Annual Meeting as he has reached the mandatory retirement age.
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(4)
| Includes retainers for services earned or paid through December 31, 2019. Mr. Buchanan, Mr. Cooper, Ms. Dicciani, Ms. Farley, Mr. Hanley, and Mr. Smith each elected to receive all or a portion of the cash component of their 2019 compensation in the form of shares of our common stock.
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LYONDELLBASELL2020PROXY STATEMENT 25
Under Dutch law, shareholders may discharge the Company’s Board of Directors from liability in connection with the exercise of duties during the most recently completed fiscal year. The discharge does not affect any potential liability under the laws of The Netherlands relating to liability upon bankruptcy and does not extend to matters that have not been disclosed to shareholders. It is proposed that shareholders resolve to discharge the Company’s executive and non-executive directors in office in 2021 from liability in connection with the exercise of their respective duties during the year. ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS | (5) | Represents annual grants of RSUs for all directors (other than Mr. Smith) and shares of stock issued in lieu of cash compensation for Mr. Buchanan, |
Mr. Cooper, Ms. Dicciani, Ms. Farley, Mr. Hanley, and Mr. Smith.
The annual grants of RSUs are made in conjunction with Board recommends that you voteFORthe Board’s regularly scheduled meeting in May of each year or at the time of a new director’s election to the Board. The terms of the RSUs provide for vesting one year from the date of grant and for cash dividend equivalent payments when dividends are paid on the Company’s shares. In 2019, the annual grant for each continuing director, other than Mr. Aigrain and Mr. Manifold, was 2,197 units. Mr. Aigrain received 4,199 units and Mr. Manifold received 2,290 units based on the Company’s stock price as of the date of his election. These awards are the only stock awards outstanding at 2019 fiscal year-end for the non-executive directors. In accordance with FASB Topic ASC 718, Compensation – Stock Compensation (“ASC 718”), the grant date fair value of the awards is the number of units granted times the fair market valueadoption of our shares on that date. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2019 for a description accounting for equity-based compensation. The shares received in lieu of cash compensation are issued at the same time quarterly cash payments for retainers and travel fees are otherwise made. The number of shares issued is based on the average of the closing price of the Company’s shares over the quarter in which the compensation was earned. The shares issued in lieu of cash compensation in 2019 were as follows: Mr. Buchanan – 1,632 shares, Mr. Cooper – 1,686 shares, Ms. Dicciani
– 2,063 shares, Ms. Farley – 1,927 shares, Mr. Hanley – 513 shares (25% share election), and Mr. Smith – 690 shares.
(6) | Includes $5,000 for each intercontinental trip taken for work performed for the Company, other than for Mr. Buchanan, Mr. Cooper, Ms. Dicciani, Ms. Farley, and Mr. Smith, each of whom received shares as compensation for their travel fees, and for Mr. Hanley, who received $3,750 for each intercontinental trip and shares as compensation for the remaining portion of his travel fees. Also includes benefits in kind related to tax preparation and advice related to the directors’ UK and Dutch tax returns and payments. The Company provides these services, through a third party, to members of our Board because of our unique incorporation and tax domicile situation. |
LYONDELLBASELL 2020PROXY STATEMENT 26
SECURITIESOWNERSHIP
SIGNIFICANT SHAREHOLDERS
The table below shows information for shareholders known to us to beneficially own more than 5% of our shares.
| | Shares Beneficially Owned | | Name and Address | Number | Percentage(1) | Certain affiliates of Access Industries, LLC(2) 730 Fifth Ave., 20th Floor, New York, NY 10019 | 77,457,868 | 23.2 % | Capital World Investors(3) 333 South Hope Street, Los Angeles, CA 90071 | 22,076,572 | 6.6 % | BlackRock, Inc.(4) 55 East 52nd Street, New York, NY 10055 | 21,478,057 | 6.4 % | The Vanguard Group(5) 100 Vanguard Blvd., Malvern, PA 19355 | 20,554,616 | 6.2 % |
| (1) | All percentages are based on 333,617,879 shares outstanding as of April 1 , 2020. |
| (2) | Information is based on a Schedule 13D/A filed with the SEC on November 8, 2019. Access Industries is a privately-held U.S. industrial group which controls directly or indirectly AI International Chemicals S.à r.l. and certain other entities that are recordholders of our outstanding shares (collectively, the “Access Recordholders”). Len Blavatnik controls Access Industries and may be deemed to beneficially own the shares held by one or more of the Access Recordholders. Access Industries and each of its affiliated entities and the officers, partners, members, and managers thereof (including, without limitation, Mr. Blavatnik), other than the applicable Access Recordholder, disclaim beneficial ownership of any shares owned by the Access Recordholders. |
| (3) | Information is based on a Schedule 13G/A filed with the SEC on February 14, 2020 by Capital World Investors reporting beneficial ownership of the Company’s stock as of December 31, 2019. The shareholder reports sole voting power and sole dispositive power with respect to 22,076,572 shares. |
| (4) | Information is based on a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock as of December 31, 2019, on behalf of its direct and indirect subsidiaries including BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc, BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, FutureAdvisor, Inc., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers Ltd. The shareholder reports sole voting power with respect to 18,758,698 shares and sole dispositive power with respect to 21,478,057 shares. |
| (5) | Information is based on a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group reporting beneficial ownership of the Company’s stock as of December 31, 2019, on behalf of its direct and indirect subsidiaries including Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The shareholder reports sole voting power with respect to 388,904 shares and sole dispositive power with respect to 20,118,533 shares. |
LYONDELLBASELL 2020PROXY STATEMENT 27
BENEFICIAL OWNERSHIP
Information relating to the beneficial ownership of our shares by each director, director nominee, and executive officer named in the Summary Compensation Table is included below, as is information with respect to all of these individuals and all other executive officers of the Company, as a group. Shares are considered to be beneficially owned by a person if he or she, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of April 1 , 2020. The individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding shares as of April 1 , 2020.
| | Number of | Stock Options
Exercisable Within 60 days | | Name | Shares | RSus(1) | | Jacques Aigrain | 9,483 | 4,199 | – | | Lincoln Benet | 3,766 | 2,197 | – | | Jagjeet Bindra(2) | 17,532 | 2,197 | – | | Robin Buchanan | 42,444 | 2,197 | – | | Stephen Cooper | 28,063 | 2,197 | – | | Nance Dicciani | 18,467 | 2,197 | – | | Claire Farley | 11,401 | 2,197 | – | | Isabella Goren | 8,474 | 2,197 | – | | Michael Hanley | 1,369 | 2,197 | – | | Albert Manifold | – | 2,290 | – | | Bob Patel(3) | 270,826 | – | 686,003 | | Rudy van der Meer | 15,671 | 2,197 | – | | Michael McMurray | – | – | – | | Thomas Aebischer | 32,520 | – | 125,011 | | Dan Coombs | 21,396 | – | 69,476 | | Ken Lane | 3,793 | – | – | | Torkel Rhenman | 8,000 | – | – | | ALL DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (23 PERSONS) | 560,427 | 26,262 | 996,688 |
| (1) | Represents RSUs (each equivalent to a share of LyondellBasell stock) that will vest within 60 days. |
| (2) | Includes 9,200 shares owned by the Bindra Family Revocable Trust. Mr. Bindra disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
| (3) | Includes 202,721 shares held in family trusts. Mr. Patel disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
LYONDELLBASELL 2020PROXY STATEMENT 28
ITEM 2 | DISCHARGE OF DIRECTORS FROM LIABILITY |
 | The Board recommends that you voteFORthe discharge of our directors from liability for the performance of their duties in 2019. |
Under Dutch law, shareholders may discharge the Company’s Board of Directors from liability in connection with the exercise of duties during the most recently completed fiscal year. The discharge does not affect any potential liability under the laws of The Netherlands relating to liability upon bankruptcy and does not extend to matters that have not been disclosed to shareholders. It is proposed that shareholders resolve to discharge the Company’s executive and non-executive directors in office in 2019 from liability in connection with the exercise of their respective duties during the year.
ITEM 3 | ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS |
| The Board recommends that you voteFORthe adoption of our 2019 Dutch statutory annual accounts. |
At the Annual Meeting, you will be asked to adopt our2021 Dutch statutory annual accounts for the year ended December 31, 2019, as required under Dutch law and our Articles of Association. Our Dutch statutory annual accounts are prepared in accordance with international financial reporting standards (“IFRS”) and Dutch law. A copy of the 2019 Dutch statutory annual accounts can be accessed through our website atwww.LyondellBasell.com by clicking “Investors,” then “Company Reports,” and may be obtained free of charge by request to our Corporate Secretary atcorporatesecretary@lyb.com or LyondellBasell Industries, 4th Floor, One Vine Street, London W1J 0AH, United Kingdom, Attention: Corporate Secretary.accounts.
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At the Annual Meeting, you will be asked to adopt our Dutch statutory annual accounts for the year ended December 31, 2021, as required under Dutch law and our Articles of Association. Our Dutch statutory annual accounts are prepared in accordance with international financial reporting standards (“IFRS”) and Dutch law. A copy of the 2021 Dutch statutory annual accounts can be accessed through our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports,” and may be obtained free of charge by request to our Corporate Secretary at CorporateSecretary@LyondellBasell.com or LyondellBasell Industries, 4th Floor, One Vine Street, London W1J 0AH, United Kingdom, Attention: Corporate Secretary. The Company paid an aggregate of $4.52 per share in dividends from its 2021 Dutch statutory annual accounts, for a total of approximately $1.5 billion. This includes interim dividends of $1.13 per share paid in each of the second, third and fourth quarters of 2021 and the first quarter of 2022. DISCUSSION OF DIVIDEND POLICY Pursuant to the Dutch Corporate Governance Code, we provide shareholders with an opportunity to discuss our dividend policy and any major changes in that policy each year at our annual general meeting. Our dividend policy continues to be to pay a consistent quarterly dividend, with the goal of increasing the dividend over time. Through March 31, 2022, we have paid an aggregate of approximately $18.3 billion in dividends since we began our dividend program in 2011, increasing the dividend payments from $0.10 per share in the second quarter of 2011 to the current rate of $1.13 per share. The Company’s strong balance sheet and results of operations support the continuation of this dividend program. Pursuant to our Articles of Association, the Board has determined the amount, if any, out of our annual profits to be allocated to reserves prior to the payment of dividends. The portion of our annual profits that remains after the reservation is available for dividend payments as approved by shareholders. The determination to pay any dividends will be made after a review of the Company’s expected earnings, the economic environment, financial position, and prospects of the Company, and any other considerations deemed relevant by the Board. ITEM 4 | APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS |
| The Board recommends that you voteFORLYONDELLBASELL 2022 PROXY STATEMENT 38
Back to Contents APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS | The Board recommends that you voteFORthe appointment of PricewaterhouseCoopers Accountants N.V. (“PwC N.V.”) as the auditor of our 2020 Dutch statutory annual accounts. |
The Board has selected PwC N.V. to serve as the auditor of our 2022 Dutch statutory annual accounts to be prepared in accordance with IFRS for the year ending December 31, 2020,accounts.
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The Board has selected PwC N.V. to serve as the auditor of our Dutch statutory annual accounts to be prepared in accordance with IFRS for the year ending December 31, 2022, and, in accordance with our Articles of Association, we are requesting that shareholders appoint PwC N.V. as auditor of such annual accounts. PwC N.V. has acted as the auditor of our Dutch statutory annual accounts since 2010. Representatives of PwC N.V. will be present at the Annual Meeting either in person or by teleconference and may be questioned by shareholders in relation to PwC N.V.’s report on the fairness of the financial statements. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | The Board recommends that shareholders appoint PwC N.V. as auditor of such annual accounts. PwC N.V. has acted as the auditor of our Dutch statutory annual accounts since 2010. Representatives of PwC N.V. will be present at the Annual Meeting either in person or by joining the webcast and may be questioned by shareholders in relation to PwC N.V.’s report on the fairness of the financial statements. you vote LYONDELLFORBASELL 2020PROXY STATEMENT 29 ITEM 5 | RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| The Board recommends that you voteFORthe ratification of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2020. |
The Board has selected PwC to serve as our independent registered public accounting firm for the year ending December 31, 2020. PwC has acted as our independent registered public accounting firm since 2010. The Audit Committee, which annually recommends selection of the Company’s independent accountants, reviews PwC’s performance and independence on an ongoing basis and believes the continued retention of PwC as the Company’s independent registered public accounting firm for 2020 is in the best interest of the Company and its stakeholders.2022.
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The Board has selected PwC to serve as our independent registered public accounting firm for the year ending December 31, 2022. PwC has acted as our independent registered public accounting firm since 2010. The Audit Committee, which annually recommends selection of the Company’s independent accountants, reviews PwC’s performance and independence on an ongoing basis and considers a number of factors in determining whether to re-engage PwC for the following year. The factors considered include, among others: ❙ the quality of the audit conducted and service provided; ❙ the qualifications and performance of the lead audit partner; ❙ the length of time PwC has served in the roles; and ❙ the reasonableness of fees charged. The Audit Committee also follows SEC rules and PwC policy regarding lead audit partner rotation. During 2021, a new lead audit partner was selected for the Company following meetings between the candidate and the Chair of the Audit Committee and Company management. The Audit Committee believes the continued retention of PwC as the Company’s independent registered public accounting firm for 2022 is in the best interest of the Company and its stakeholders. Although shareholder ratification of the selection of PwC is not required, our Board is submitting the selection to shareholders for ratification because we value our shareholders’ views on the Company’s auditors. If our shareholders fail to ratify the selection of PwC, it will be considered as notice to the Board and Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may recommend that the Board select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and its stakeholders. LYONDELLBASELL 2022 PROXY STATEMENT 39
Back to Contents Representatives of PwC are not expected to attend the Annual Meeting; however, representatives of PwC N.V., the auditor of the Company’s Dutch statutory annual accounts, will be present at the Annual Meeting either in person or by joining the webcast and will have the opportunity to respond to appropriate shareholder questions and make a statement if they desire to do so. PROFESSIONAL SERVICES FEE INFORMATION Fees for professional services provided by PwC in each of the last two fiscal years, in each of the following categories, were as follows: (in millions) | | 2021 | | 2020 | Audit Fees | $ | 10.7 | $ | 10.0 | Audit-Related Fees | | 0.9 | | 1.1 | Tax Fees | | 0.4 | | 0.5 | All Other Fees | | – | | – | TOTAL | $ | 12.0 | $ | 11.6 |
Audit fees consist of the aggregate fees and expenses billed or expected to be billed for professional services rendered by PwC for the audit of our consolidated financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements, including comfort letters, statutory audits, attest services, and consents. Audit-related fees consist of the aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of its audit or review of the Company’s financial statements and are not reported as audit fees herein. This category includes fees related to audits of benefit plans; agreed-upon or expanded audit procedures relating to accounting records required to respond to or comply with financial, accounting, or regulatory reporting requirements; and consultations as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards, or interpretations by regulatory or standard-setting bodies. Tax fees consist of international tax compliance and corporate tax consulting. The Audit Committee has adopted procedures for the approval of PwC’s services and related fees. Each year, the Audit Committee discusses the scope of the audit plan with PwC and all audit and audit-related services, tax services, and other services for the upcoming fiscal year are provided to the Audit Committee for pre-approval. The services, which may be provided in the upcoming twelve-month period, are grouped into significant categories substantially in the format shown above. The Audit Committee is updated on the status of all PwC services and related fees on a periodic basis or more frequently as matters warrant. In 2021 and 2020, the Audit Committee pre-approved all audit, audit-related, tax and other services performed by PwC. As set forth in the Audit Committee Report below, the Audit Committee has considered whether the provision of non-audit services by PwC is compatible with maintaining auditor independence and has determined in the affirmative with respect to the services provided in 2021. LYONDELLBASELL 2022 PROXY STATEMENT 40
Back to Contents AUDIT COMMITTEE REPORT The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf of the Board, to recommend to the Board whether the Company’s financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), and to select the Company’s independent auditor for ratification by shareholders. Company management is responsible for the Company’s financial statements as well as for its financial reporting process, accounting principles, and internal controls. The Company’s independent auditor is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States. The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2021 with management and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021. In addition, the Audit Committee has taken the following steps in making its recommendation that the Company’s financial statements be included in the Annual Report: ❙ First, the Audit Committee discussed with PwC those matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard 1301 Communications with Audit Committees, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process. ❙ Second, the Audit Committee discussed with PwC its independence and received from PwC the written disclosures and the letter concerning PwC’s communications with the Audit Committee concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit Committee also considered whether, and concluded that, PwC’s provision of other non-audit services to the Company is compatible with the auditor’s independence. ❙ Third, the Audit Committee met periodically with members of management, including the head of the Company’s internal audit and internal controls functions, and PwC to review and discuss internal control over financial reporting. Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting as of December 31, 2021, as well as PwC’s report regarding the effectiveness of internal control over financial reporting. ❙ Finally, the Audit Committee reviewed and discussed with the Company’s management and PwC the Company’s audited financial statements as of and for the year ended December 31, 2021, including the acceptability and appropriateness of the accounting principles applied, the reasonableness of significant judgments, and the clarity of the disclosure. The Audit Committee also discussed with the head of the Company’s internal audit department and PwC the overall scope and plans of their respective audits. The Audit Committee meets periodically with both the head of the internal audit department and PwC, with and without management present, to discuss the results of their examinations and their respective evaluations of the Company’s internal control over financial reporting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports, and statements presented to them by Company management and by PwC as the Company’s independent registered public accounting firm. Based on the reviews and discussions explained above (and without other independent verification), the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the Company’s financial statements be included in the Annual Report. The Audit Committee has also approved the selection of PwC as the Company’s independent registered public accounting firm for fiscal year 2022. Representatives of PwC are not expected to attend the Annual Meeting; however, representatives of PwC N.V., the auditor of the Company’s Dutch statutory annual accounts, will be present at the Annual Meeting either in person or by joining the webcast and will have the opportunity to respond to appropriate shareholder questions and make a statement if they desire to do so.
PROFESSIONAL SERVICES FEE INFORMATION
Fees for professional services provided by PwC in each of the last two fiscal years, in each of the following categories, were as follows:
| (in millions) | | 2019 | | 2018 | | Audit Fees | $ | 10.4 | $ | 9.3 | | Audit-Related Fees | | 0.4 | | 0.6 | | Tax Fees | | 0.8 | | 1.2 | | All Other Fees | | – | | – | | TOTAL | $ | 11.6 | $ | 11.1 |
Audit fees consist of the aggregate fees and expenses billed or expected to be billed for professional services rendered by PwC for the audit of our consolidated financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements, including comfort letters, statutory audits, attest services, and consents.
Audit-related fees consist of the aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of its audit or review of the Company’s financial statements and are not reported as audit fees herein. This category includes fees related to audits of benefit plans; agreed-upon or expanded audit procedures relating to accounting records required to respond to or comply with financial, accounting, or regulatory reporting requirements; and consultations as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards, or interpretations by regulatory or standard-setting bodies.
Tax fees consist of international tax compliance and corporate tax consulting.
The Audit Committee has adopted procedures for the approval of PwC’s services and related fees. Each year, the Audit Committee discusses the scope of the audit plan with PwC and all audit and audit-related services, tax services, and other services for the upcoming fiscal year are provided to the Audit Committee for pre-approval. The services, which may be provided in the upcoming twelve-month period, are grouped into significant categories substantially in the format shown above.
The Audit Committee is updated on the status of all PwC services and related fees on a periodic basis or more frequently as matters warrant. In 2019 and 2018, the Audit Committee pre-approved all audit, audit-related, tax and other services performed by PwC.
As set forth in the Audit Committee Report below, the Audit Committee has considered whether the provision of non-audit services by PwC is compatible with maintaining auditor independence and has determined in the affirmative with respect to the services provided in 2019.
LYONDELLBASELL 2020PROXY STATEMENT 30
AUDIT COMMITTEE REPORT
The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf of the Board, to recommend to the Board whether the Company’s financial statements should be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”), and to select the Company’s independent auditor for ratification by shareholders. Company management is responsible for the Company’s financial statements as well as for its financial reporting process, accounting principles, and internal controls. The Company’s independent auditor is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2019 with management and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019. In addition, the Audit Committee has taken the following steps in making its recommendation that the Company’s financial statements be included in the Annual Report:
|  | First, the Audit Committee discussed with PwC those matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard 1301 Communications with Audit Committees, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process. |
| | Second, the Audit Committee discussed with PwC its independence and received from PwC the written disclosures and the letter concerning PwC’s communications with the Audit Committee concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit Committee also considered whether, and concluded that, PwC’s provision of other non-audit services to the Company is compatible with the auditor’s independence. |
| | Third, the Audit Committee met periodically with members of management, the head of the Company’s internal audit department, and PwC to review and discuss internal control over financial reporting. Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting as of December 31, 2019, as well as PwC’s report regarding the effectiveness of internal control over financial reporting. |
| | Finally, the Audit Committee reviewed and discussed with the Company’s management and PwC the Company’s audited financial statements as of and for the year ended December 31, 2019, including the quality, not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments, and the clarity of the disclosure. |
The Audit Committee also discussed with the head of the Company’s internal audit department and PwC the overall scope and plans of their respective audits. The Audit Committee meets periodically with both the head of the internal audit department and PwC, with and without management present, to discuss the results of their examinations and their respective evaluations of the Company’s internal control over financial reporting.
The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are not experts in matters involving auditing or accounting. In the performance of their oversight function, the members of the Audit Committee necessarily relied upon the information, opinions, reports, and statements presented to them by Company management and by PwC as the Company’s independent registered public accounting firm.
Based on the reviews and discussions explained above (and without other independent verification), the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the Company’s financial statements be included in the Annual Report. The Audit Committee has also approved the selection of PwC as the Company’s independent registered public accounting firm for fiscal year 2020.
The Audit Committee Michael Hanley, Chair Jagjeet
Jeet Bindra
Bella Goren
Tony Chase
Albert Manifold
LYONDELLBASELL 20202022 PROXY STATEMENT3141
Back to Contents ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) ITEM 6 | ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) |
| The Board recommends that you vote FORthe approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement. |
We believe that LyondellBasell’s executive compensation program supports our executive compensation philosophy and goals, drives performance, encourages an appropriate sensitivity to risk, and increases shareholder value. Our philosophy, which is set by the Compensation and Talent Development Committee, is intended to align each executive’s compensation with the Company’s short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate, and retain high-caliber executives who are crucial to our long-term success. A significant portion of the total compensation opportunity for each of our executives is directly tied to the Company’s progress against our strategic and operating goals. We implement our philosophy and achieve our program goals by following certain key principles, including: ❙ positioning total direct compensation and each individual element of executive compensation near the median of our peer group companies, with consideration given to the relative complexity of comparable executive roles; | | positioning total direct compensation and each individual element of executive compensation near the median of our peer group companies, with consideration given to the relative complexity of comparable executive roles; |
❙ aligning short-term incentive awards with annual operating, financial, and strategic objectives, while taking into account the realities of a cyclical industry and rewarding differential performance rather than favorable or unfavorable market circumstances; and | | aligning short-term incentive awards with annual operating, financial, and strategic objectives, while taking into account the realities of a cyclical industry and rewarding differential performance rather than favorable or unfavorable market circumstances; and |
❙ rewarding absolute and relative performance over time through long-term equity incentive awards. | | rewarding absolute and relative performance over time through long-term equity incentive awards. |
RESULTS OF LAST YEAR’S SAY-ON-PAY VOTE Our executive compensation program received substantial shareholder support and was approved, on an advisory basis, by more than 94%approximately 97% of votes cast at the 20192021 annual general meeting of shareholders. Our Compensation and Talent Development Committee and Board believe this level of approval of our executive compensation program demonstrates our shareholders’ strong support of our compensation philosophy and goals and the decisions made by the Compensation Committee in 2018 and early 2019.Talent Development Committee. They also believe the consistently high level of shareholder support for our executive compensation is a result of our Compensation and Talent Development Committee’s commitment to compensating our executives in a manner that ensures a strong link between pay and performance and is reflective of our philosophy and goals, market best practices, and strong shareholder engagement. PAY FOR PERFORMANCE IN 2019 2021 The Compensation and Talent Development Committee believes that the compensation of our Named Executive Officers for 20192021 is reasonable and appropriate, is supported by the Company’s performance, and works to ensure management’s interests align with increasing shareholder value. The Board requests that you consider the structure of our executive compensation program in connection with our 20192021 performance, which is more fully discussed in the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement that follows. The CD&A explains how we implement our compensation philosophy and goals and how we apply these principles to our compensation program. LYONDELLBASELL 2022 PROXY STATEMENT 42
Back to Contents 20202022 ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, we are requesting that shareholders vote on an advisory basis to approve the compensation of our Named Executive Officers in 2019,2021, as described in this proxy statement. Shareholders have the opportunity to share their opinion regarding our executive compensation program by voting for or against the following resolution: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Company’s proxy statement for the 20202022 Annual General Meeting of Shareholders, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosure.” Although the advisory vote is non-binding, the Board values our shareholders’ opinions. The Compensation and Talent Development Committee will review the results of the vote and consider shareholders’ input when considering future decisions regarding our executive compensation programs. If you have concerns relating to our executive compensation programs, we encourage you to contact us. A vote against this proposal will not provide the Compensation and Talent Development Committee with information about shareholders’ specific concerns. The Company provides for annual say-on-pay votes, and accordingly the next say-on-pay vote will occur at our 20212023 annual general meeting of shareholders. In 2023, in accordance with SEC rules, shareholders will also be given an opportunity to express their views on whether the practice of annual say-on-pay votes should be maintained. LYONDELLBASELL 20202022 PROXY STATEMENT3243 Back to Contents COMPENSATION DISCUSSIONAND ANALYSIS TABLE OF CONTENTS This section explains the decisions made concerning the compensation of the Company’s Named Executive Officers (“NEOs”) for fiscal year 2019.2021. It also describes the Company’s compensation philosophy, our executive compensation program, the process our Compensation and Talent Development Committee (the “C&TD Committee”) followed, and the factors the C&TD Committee considered in determining the amount of compensation awarded. The NEOs for 20192021 and their current positions are provided below.   KEN LANE |  MICHAEL MCMURRAY |   TORKEL RHENMAN | |  | |  | |   JIM GUILFOYLE | | | | | | | | | | BOB PATEL
CHIEF EXECUTIVE OFFICER | | INTERIM CEO AND MICHAEL MCMURRAY
EVP AND CHIEF FINANCIAL OFFICER
| | DAN COOMBS
EVP – GLOBAL MANUFACTURING, PROJECTS, AND REFINING | | KEN LANE
EVP – GLOBAL OLEFINS &POLYOLEFINS | | TORKEL RHENMANEVP AND CHIEF
FINANCIAL OFFICER | EVP – GLOBAL INTERMEDIATES & DERIVATIVES AND REFINING | EVP – ADVANCED POLYMER SOLUTIONS & GLOBAL SUPPLY CHAIN |
In addition, Mr. Aebischer,Patel, our former EVP and Chief Financial Officer,CEO (not pictured), retired from his position effective December 31, 20192021 and is also included as a 2021 NEO.
Peter Vanacker, our incoming CEO, will join the Company in the second quarter of 2022 and will be included as an NEO. NEO for the 2022 fiscal year. See “Executive Summary—Noteworthy C&TD Committee Actions Since January 1, 2021” for additional information regarding CEO new hire compensation decisions. LYONDELLBASELL 20202022 PROXY STATEMENT 3344 Back to Contents
EXECUTIVE SUMMARY 20192021 Performance Highlights
 $5.6 B |  $9.3 B |  $7.7 B |  $2.0 B | Net Income | EBITDA ex. LCM and impairment | Cash from Operating Activities | Returned to Shareholders |
In 2019,2021, the Company reported strong performance and our industry faced significant headwindsachieved record profitability supported by robust demand, tight markets, and challenging market conditions. While our Technology business delivered its most profitable year in company history, margins withingrowth investments. Record EBITDA exceeded the Intermediates & Derivatives, Advanced Polymer Solutions, and bothCompany’s adjusted budget for the year. Our Olefins & PolyolefinsPolyolefins—Americas and Technology segments were all impacted by slow industrial demand. While year-over-year 2019 performance exceededeach posted their highest recorded annual EBITDA. Despite global supply chain restraints and cost inflation, profit margins reached all-time highs across many of our peers, overall financial performance fell shortthe Company’s businesses. The Company also continued its track record of our EBITDA expectations. Notwithstanding these challenges, LyondellBasell generated $5strong cash generation and returns to shareholders, generating $7.7 billion of cash from operating activities, executed on its capital allocation strategy,paying down $3.9 billion of debt, and delivered significant valuereturning $2.0 billion to our shareholders through dividends and share repurchases,repurchases.
Climate, Circularity, and DEI Commitments. Our sustainability strategy and goals remain core to the ongoing success of our Company. In 2021, we announced an ambition of net zero emissions from global operations by 2050, as well as 2030 goals to achieve an absolute 30% reduction in scope 1 and scope 2 emissions, relative to 2020, and procure at least 50% of our electricity from renewable sources. We also launched our Circulen portfolio of products, a key step toward our goal of producing and marketing two million metric tons of recycled and renewable-based polymers annually by 2030. We expanded our DEI initiatives with inclusion networks, communications campaigns, and training. Earlier this year, the Board adopted a goal of achieving gender parity in global senior leadership and increasing the number of underrepresented senior leaders in the U.S. to reflect the general population ratio by 2032, supported by an interim goal of increasing the number of female senior leaders globally and the number of underrepresented senior leaders in the U.S. by 50% in the next five years. Our executives’ annual bonuses, including their individual performance ratings, will continue to reflect safety performance and support for our climate, circularity and DEI initiatives. Beginning with the completion2022 annual bonus cycle, 10% of a successful equity tender offer in July 2019. In the second quarter of 2019,corporate payout under the Company increased the quarterly dividend by 5%, the eleventh such increase since the dividendannual bonus program began in 2011.for all employees will be tied directly to key-performance indicators linked to sustainability. Pay for Performance. The Company also repurchased 42.7 million sharespaid 2021 annual bonuses at 162% of target, in 2019, resulting in combined dividendsrecognition of our strong EBITDA performance and share repurchasescontinued cost discipline. The annual bonus payouts would have been higher if not for safety performance that fell short of $5.2 billiontargets for the year. LyondellBasell made significant advances in its commitment to sustainability in 2019. Specifically, we maintained top decile safety performance, co-founded There was no payout under the Alliance to End Plastic Waste, invested in joint ventures and partnerships that are developing sustainable circular products, and committed to achieving a 15% reduction in CO2 emissions per ton of product by 2030. The Company announced its entry into memoranda of understanding with Liaoning Bora Enterprise Group (for which definitive agreements were signed in 2020) and Sinopec to form two new joint ventures in China to support the rapidly growing Chinese market, and advanced our organic growth projects by completing construction of a new Hyperzone polyethylene plant in December 2019 and making significant progress on construction of the world’s largest PO/TBA plant.
The Company is committed to a strong pay-for-performance culture and, primarily as a result of EBITDA results, paid out annual bonuses for 2019 at only 69% of target. The Company’s performance share units (“PSUs”) for the three-year performance period ended December 31, 2019 also paid out below target at 50% since2021 reflecting total shareholder return while remaining positive, fell below the median when measured against the Company’s(“TSR”) performance relative to peers over thethis time period. The performance metrics under the Company’s annual bonus program and PSUs are further described below under “2019“2021 Executive Compensation Decisions in Detail.”
LYONDELLBASELL 20202022 PROXY STATEMENT34 45 Back to Contents Key Compensation Practices Our executive compensation practices support our pay for performance philosophy, align our executives’ interests with those of our shareholders, and reflect best governance without encouraging unnecessary risk-taking. Say-on-Pay and Shareholder Outreach Our executive compensation program has received substantial and consistent shareholder support over the past several years. At the 20192021 annual general meeting of shareholders, more than 94%approximately 97% of votes were cast in favor of our executive compensation program. Our CompensationC&TD Committee and Board believe that thisthe consistent high level of support from our shareholders is a result of our commitment to ensuring that our executives are compensated in a manner that provides a strong link between pay and performance. The CompensationC&TD Committee and Board value our shareholders’ insights and are committed to ongoing, regular dialogue with shareholders regarding executive compensation, among other matters. We consider shareholder feedback, evolving business needs, and our desire to maintain a strong link between executive pay and performance when evaluating our compensation program. To enhance transparency, we have provided additional disclosure in this proxy statement regarding how we measure attainment of Company performance metrics under our compensation programs. In particular, we explain the market adjustments that are a part of our annual bonus program (referred to as our short-term incentive, or STI, program). Recent Shareholder Support for Say-on-Pay | 94% 2019 | 97% 2020 | 97% 2021 |
LYONDELLBASELL 20202022 PROXY STATEMENT35 46 Back to Contents CEO Performance and Compensation Decisions
In recognition of the central role our CEO, Mr. Patel, plays in shaping and executing on the Company’s strategy, the CEO’s overall performance is measured by considering the performance of the Company, as a whole, with respect to its financial, operational, and strategic goals. To assess Mr. Patel’s overall performance, the Compensation Committee considered the Company’s 2019 performance in the following areas:
| |  | Significant progress in talent management and strengthening the leadership team, including the hiring or promotion of seven new individuals to the executive leadership team and the establishment of development academies and training programs to support employees with senior management and leadership team potential; | | Successful execution on the Company’s inorganic growth strategy, including significant progress on integration of A. Schulman businesses and the announcement of two new joint ventures in China, as well as disciplined evaluation of, and decisions not to proceed with, other acquisition opportunities; | | Advancement of the Company’s sustainability initiatives and commitments; | | Progress on capital allocation and toward the Company’s optimal balance sheet, while returning significant capital to shareholders through increasing dividends and share repurchases, including completion of the July 2019 tender offer; | | Continued cost discipline across the Company; and | | Challenges in global projects performance, including construction cost and schedule overruns, despite meaningful improvement in turnaround performance. |
In consideration of the Company’s achievements and financial results in 2019, including EBITDA that fell below the Company’s adjusted budget for the year, Mr. Patel was paid an annual bonus of $1,600,000 under the Company’s STI program. This payout reflects Company performance at 69% of target (as described in detail on pages 41-42) as well as a discretionary downward adjustment to Mr. Patel’s STI award largely due to the challenges with global projects performance. Mr. Patel received long-term incentive awards consisting of PSUs, RSUs, and stock options with an aggregate grant date value of $12,312,500.
Additional CompensationNoteworthy C&TD Committee Actions in 2019
Since January 2021 Our CompensationC&TD Committee determinesis responsible for determining the compensation of our NEOsexecutive officers and is responsible for the design ofdesigning our executive compensation programs. Annually, the Compensation Committee’sprogram. The Committee, together with its independent compensation consultant, provides a review of executivecontinually reviews compensation trends and best practices, as well as regulatory updates that may impact our executivediscusses shareholder and employee feedback on the Company’s compensation programs. This information is usedprograms, and considers the Company’s talent development goals and business needs. Since January 1, 2021, the Committee and the Board of Directors took several noteworthy actions in relation to form decisions on executive compensation. the Company’s compensation programs: PERFORMANCE METRIC FOR PSUS In 2019,February 2021, the CompensationC&TD Committee approved the following changesaddition of a second performance metric for our 2021 PSUs, with performance determined 50% based on TSR relative to our compensation programs. REDUCED STI AWARD OPPORTUNITY
Basedpeers and 50% based on a surveyfree cash flow per share. We believe free cash flow is an important measure of the Company’s peers and input from management,ability to deliver shareholder value. For further alignment with shareholder interests, the Compensation Committee modifiedterms of the PSUs provide that no payout will be earned with respect to the free cash flow per share metric for any year in the performance cycle in which the Company’s 2019quarterly dividend is not paid.
ENHANCEMENTS TO 2022 STI PROGRAM (NEW SUSTAINABILITY METRIC) Beginning with annual bonuses for 2022, the C&TD Committee has added a new Sustainability metric to our STI program, with payout determined by quantitative and qualitative annual key-performance indicators that tie to reduce the maximum possibleprimary program areas of our sustainability strategy. Going forward, overall STI payout from 300% to 200% and to remove the individual modifier for all employees.will be weighted as shown below. The Committee believes that the newincreased importance of ESG metrics – which will represent a combined 30% of total payout formula, under which bonusesthe STI program (20% Safety + 10% Sustainability) – reflects the Company’s focus on and commitment to ESG and Sustainability Issues. On recommendation of the HSE&S Committee, the C&TD Committee also rebalanced the Safety metric so that occupational safety (TRIR) and process safety (PSIR) will be determined 75% basedweighted equally, instead of the current 70%/30% split. 
LyondellBasell is committed to the advancement of sustainability, and we will continue to evaluate the use of sustainability-linked performance measures in our compensation programs, reflecting their core importance to our Company, Board, and leadership. RETENTION AWARDS Following announcement of Mr. Patel’s retirement from the Company, the Board and C&TD Committee approved one-time special cash retention awards for certain officers of the Company, including each of our NEOs. The awards vest on December 30, 2022, provided the executive remains employed by the Company. The awards were granted to support retention of key leadership during the CEO transition. For additional information, see “2021 Executive Compensation Decisions in Detail–One-Time Cash Retention Awards” on page 57. NEW CEO COMPENSATION DECISIONS In December 2021, the Company performanceannounced the appointment of Peter Vanacker to succeed Mr. Patel as CEO of the Company, effective following completion of obligations under an existing employment agreement and 25%no later than June 2022. As agreed in his offer letter, Mr. Vanacker will receive an annual base salary of $1,400,000, a target bonus of 150% of his base salary, and long-term incentive awards with a target value of $10,000,000, allocated among PSUs (50%), RSUs (25%) and stock options (25%). Mr. Vanacker will also receive one-time, new hire cash and RSU awards with values of $1,900,000 and $2,300,000, respectively, in consideration of amounts forfeited from Mr. Vanacker’s prior employer. The cash award is subject to certain repayment provisions, including if Mr. Vanacker voluntarily terminates employment prior to the first anniversary of his start date, and the RSU award will vest in equal installments on the first two anniversaries of the date of grant. LYONDELLBASELL 2022 PROXY STATEMENT 47
Back to Contents WHAT GUIDES OUR PROGRAM Executive Compensation Philosophy Our executive compensation program is designed to: ❙ Take into account the realities of a cyclical, commodity industry and reward differential performance ❙ Align the interests of management with those of our shareholders ❙ Encourage both short-term and long-term results ❙ Attract, retain, and incentivize the highest caliber team possible ❙ Enable us to pay high achievers above-market median compensation based on individual performance, anchoredpotential, and impact to Company results, is more in line with the practices of our compensation peers and will provide the appropriate balance of incentives for employees, including the Company’s executives. See “2019 Executive Compensation Decisionsresults ❙ Recognize and maintain the Company’s market-leading position in Detail—2019 Annual Bonus Payments” for more information. EXPANDED CLAWBACK
The Compensation Committee approved an expanded clawback policy for the STI program, which provides the Compensation Committee discretionHSE performance, costs, and business performance and deep commitment to recover STI compensation from any executive who engages in or benefits from misconduct, regardless of whether such misconduct affected the calculation of incentive compensation. See “Additional Information Concerning Executive Compensation—Clawbacks.”
LYONDELLBASELL 2020PROXY STATEMENT36
WHAT GUIDES OUR PROGRAM
Executive Compensation Philosophy
| | Our executive compensation program is designed to: | | Take into account the realities of a cyclical, commodity industry and reward differential performance | | Align the interests of management with those of our shareholders | | Encourage both short-term and long-term results | | Attract, retain, and incentivize the highest caliber team possible | | Enable us to pay high achievers above-market median compensation based on individual performance, potential, and impact to the Company’s results | | Recognize and maintain the Company’s market-leading position in HSE performance, costs, and business performance |
Components of Executive Compensation Our compensation program is structured to incorporate the following compensation components: Component | Objective | Key Features | Performance-Based | Component | Objective | Key Features | Performance-Based | Base Salaries | Provide a regular fixed income in recognition of job responsibilities | Determined when executives are hired or promoted into their position and reviewed annually | Individual performance is a key driver of any annual base salary adjustment. Increases are not guaranteed and must be approved by the CompensationC&TD Committee | Short-Term Incentives | Incentivize executives by aligning their compensation with key annual objectives and the results that are achieved | Target value of annual bonus is determined as a percentage of base salary. Executives earn from 0 to 200% of target based on Company results and (for executives other than the CEO) individual performance | Payout is determined by the CompensationC&TD Committee based on corporate performance and achievement of individual goals | Long-Term Incentives | Encourage executives to increase shareholder value over the long term and support talent retention | Target value of LTI awards at grant is determined as either a percentage of base salary or, for the CEO, as a set target value PSUs– three-year performance period, vest from 0 to 200% of target RSUs– generally cliff vest after three years Options– vest ratably over three years; expire ten years from grant; exercise price is fair market value at date of grant | Value of all LTI awards varies in relationship to changes in share price PSUs pay out based on Company performance, as determined by the Compensation Committee. For PSUs granted since 2017 (including those vested on December 31, 2019), performance is based solely on TSR relative to peersC&TD Committee | | | | |
LYONDELLBASELL 20202022 PROXY STATEMENT37 48 Back to Contents Compensation Mix Our executive compensation program emphasizes incentive-based and variablethe alignment of pay aligned with performance and shareholder value creation. Thecreation, and the mix of compensation components for our NEOs is heavily weighted toward performance-based and variable compensation. Our CEO’s compensation package emphasizes performance-based and variable compensation even more than those of the other NEOs to reflect the fact that the CEO’s actions have the greatest influence on the Company’s overall performance. For 2019,2021, the Total Target Direct Compensation (“TTDC”) of our NEOs was as follows: The Decision-Making Process The CompensationC&TD Committee oversees our executive compensation program, working closely with its independent consultant to ensure the effectiveness of the program throughout the year. Details of the CompensationC&TD Committee’s authority and responsibilities are specified in its charter, which can be found on our website atwww.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance,” then “Board of Directors.” THE ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee, comprising solely independent directors, is responsible for determining the compensation of our executives (including the NEOs) and designing our executive compensation program. With input from the Committee’s independent compensation consultant, the Committee annually conducts a comprehensive analysis and assessment of our executive compensation program, including an evaluation of each component of target compensation for our executive officers, and approves TTDC for the coming year. The Committee also approves performance metrics and target performance levels for the Company’s STI program and performance-based equity grants, after receiving input from management and from the HSE&O Committee regarding the design and payout for annual HSE performance metrics. Members of the Board review and provide input on the Compensation Committee’s decisions relating to the compensation of our executive officers.
THE ROLE OF THE CEO
Each year, Mr. Patel presents the Compensation Committee with recommendations regarding the compensation of each of the other executive officers (including the other NEOs). These recommendations are based on his assessment of each executive’s performance, the performance of the executive’s business unit or function, benchmark information, and retention risk. Mr. Patel also provides input on the overall executive compensation program design. The Committee reviews Mr. Patel’s recommendations and makes adjustments as it deems appropriate. Mr. Patel does not have any role in the Committee’s determination of his own compensation.
THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
The Compensation Committee has retained Pearl Meyer as its independent compensation consultant to provide advice regarding executive compensation matters. As required by SEC rules, the Committee engaged Pearl Meyer after assessing the firm’s independence and determining that the engagement of Pearl Meyer did not raise any conflict of interest or other concerns.
The services provided by Pearl Meyer generally include advising on the design of our executive compensation program and evolving industry practices, providing market data and analysis regarding the competitiveness of our executive compensation program, and evaluating proposed compensation decisions and program updates. Additionally, Pearl Meyer attends regularly-scheduled meetings of the Compensation Committee and telephone conferences with members of the Committee or its Chair throughout the year to assist with the review and discussion of executive compensation matters.
Responsible Party | Primary Roles and Responsibilities | Compensation and Talent Development Committee(100% independent directors) | ❙ Responsible for determining the compensation of our executive officers (including the NEOs) and designing our executive compensation program ❙ With input from the Committee’s independent compensation consultant, annually conducts a comprehensive analysis and assessment of our executive compensation program, including an evaluation of each component of target compensation for our executive officers, and approves TTDC for the coming year ❙ Approves performance metrics and target performance levels for the Company’s STI program and performance-based equity grants, after receiving input from management and other committees | Other Independent Members of Board of Directors | ❙ Non-executive members of the Board, including the Chair, review and provide input on the C&TD Committee’s decisions relating to the compensation of our executive officers ❙ HSE&S Committee provides input regarding the design and payout for annual HSE and, in 2022 and beyond, Sustainability performance metrics | Chief Executive Officer | ❙ Each year, presents the C&TD Committee with recommendations regarding the compensation of each of the other executive officers (including the other NEOs). These recommendations are based on his assessment of each executive’s performance, the performance of the executive’s business unit or function, benchmark information, and retention risk ❙ Provides input on the overall executive compensation program design ❙ The C&TD Committee reviews CEO recommendations and makes adjustments as it deems appropriate. The CEO does not have any role in the Committee’s determination of his own compensation. | Independent Compensation Consultant (Pearl Meyer) | ❙ Retained by the C&TD Committee, after assessment of the firm’s independence and determining that the engagement of Pearl Meyer did not raise any conflict of interest or other concerns, to provide advice regarding executive compensation matters ❙ Advises on the design of our executive compensation program and evolving industry practices ❙ Provides market data and analysis regarding the competitiveness of our executive compensation program ❙ Evaluates proposed compensation decisions and program updates. ❙ Attends regularly-scheduled meetings of the C&TD Committee and telephone conferences with members of the Committee or its Chair throughout the year to assist with the review and discussion of executive compensation matters. |
LYONDELLBASELL 20202022 PROXY STATEMENT38 49 Back to Contents Competitive Positioning and Our Peer Group Annually, the CompensationC&TD Committee reviews the TTDC for each of our executive officers, which includes base salaries, target bonuses, and the grant date value of long-term incentive awards. The Committee strives to set our NEOs’ TTDC and each individual component of executive compensation near the median compensation levels of our peer group companies.companies, while considering other factors described below. A large portion of the TTDC opportunity for our NEOs is directly tied to the achievement of financial and operational metrics that measure our performance in both absolute terms and relative to peers. The Committee reviews publicly available financial and compensation information reported by our peer group companies (described below) and general survey data. The survey data used to inform the Committee’s 20192021 compensation decisions was collected from the 20182020 Willis Towers Watson Executive Compensation Database. This survey data reflects a combination of general industry and chemical industry compensation for executives with responsibilities similar to those of our executives. The Committee reviews the peer group and survey data to determine the median compensation for each executive’s position and then sets each executive’s base salary and compensation targets for the current year. This generally involves establishing an annual bonus target and the target value of LTI awards as a percentage of base salary, other than for our CEO, whose LTI target value for 2019 equity grants was a fixed amount.salary. Median compensation is used as a reference point for pay recommendations. Actual pay and targets vary from median based on the executive’s industry experience; experience and performance in his or her role and at the Company; value of the role to the Company; internal pay parity among our executives; and any other factors the Committee deems relevant. The compensation peer group is also used more generally when the Committee reviews our compensation program design, including the types of compensation awarded and the terms and conditions of compensation components. OUR 20192021 PEER GROUP The CompensationC&TD Committee conducts an annual review of the Company’s executive compensation peer group to determine if any changes are necessary. In choosing our peers, the Committee involves management and uses research and advice from the Committee’s independent compensation consultant, and considers companies that operate in similar industries or are identified as potential competitors for business or talent, with comparable cost structures, have similarconsideration given to company size and comparability of financial, operating and business modelsconsiderations. For 2020, the C&TD Committee expanded the existing peer group to include six new peers, creating a new 18-company peer group the Committee believes represent a reasonable balance in terms of industry mix and global reach,financial size while providing a robust set of data points for benchmarking executive pay. In September 2020, the Committee reviewed and have comparable revenues and market capitalization toapproved use of the Company’s.same peer group for 2021. 20192021 COMPENSATION PEER GROUP COMPANIES
3M
Andeavor
CompanyArcher Daniels Midland Company Caterpillar Inc.Cummins Inc. | Cummins
Deere & Co.
DowDuPont
HoneywellCompanyDow Inc. DuPont de Nemours, Inc. General Dynamics Corporation HollyFrontier Corporation | Honeywell International Inc. International Paper
CompanyJohnson Controls
International plcLinde plc Marathon Petroleum
Monsanto Corporation | Phillips 66
PPG Industries,
Inc.The Sherwin-Williams Company Valero Energy Corporation |
For 2019, the only adjustments made to our peer group reflect acquisition activity by our peers during the prior year. Excluding Andeavor and Monsanto which were acquired during 2019, theThe 2021 peer group reported 20192021 revenue that ranged from approximately $14$16.7 billion to $124$120.0 billion, with a median revenue of approximately $38$34.9 billion. In comparison, the Company’s 20192021 revenue was approximately $35$46.2 billion. The 2021 peer group was used to develop the market data and benchmarking materials that were provided to the C&TD Committee to assist with the 2021 decision making process.
LYONDELLBASELL 2022 PROXY STATEMENT 50
Back to Contents 20192021 EXECUTIVE COMPENSATION DECISIONS IN DETAIL
The compensation of our executive officers, including our NEOs, is reviewed and approved by the CompensationC&TD Committee at the time of each executive’s hiring or promotion and annually during a regularly scheduled meeting held in February of each year.February. Decisions are made based on the Company’s and each executive’s performance in the prior year, other than with respect to PSU payouts, for which decisions are based on Company performance over a three-year period. February 20192021 compensation decisions include the approval of 20192021 base salaries; target values, criteria and metrics for the 20192021 annual bonuses to be paid in 2020;2022; and 20192021 grants of annual long-term incentive awards, including PSUs, RSUs and stock options, as described on pages 44-45.55-57. In February 2020,2022, the Committee approved payout of 20192021 annual bonuses and the percentage earned for the PSUs granted in 20172019 with a performance period that ended December 31, 2019.2021. 20192021 Base Salaries
The table below shows the base salaries for our NEOs in 20182020 and 2019. Salaries for Mr. McMurray, Mr. Lane, and Mr. Rhenman, who joined the Company in 2019, were negotiated as part of each executive’s employment offer and overall compensation package based on the role the executive was assuming, the length and quality of the executive’s experience before joining the Company, market competition for talent, and other factors. LYONDELLBASELL 2020PROXY STATEMENT39
2021. Salary changes for continuing executives are generally approved at the CompensationC&TD Committee’s February meeting and effective on April 1, with the exception of Mr. Patel, whose salary change, if any, is effective from January 1 in accordance with his employment agreement.1. The Committee reviews market data and considers internal pay parity when making its decisions. The Committee also considers each executive’s performance during the prior year, any changes in responsibilities, and the executive’s time in his or her role. The 20192021 salary increases for Messrs. McMurray, Lane and Rhenman, each effective April 1, 2021, represented annual salary adjustments to maintain market competitiveness. The salary increase for Mr. Aebischer,Guilfoyle, also effective April 1, 2019, was in recognition of outstanding prior year performance and his increasing responsibilities during his tenure with the Company, and intended to bring his base salary more in linecompensation into alignment with the salaries of similarly positioned executives in the Company’sCompany, its peer group, and closer to the median of market generally. | | | | | | | | | | | Name | | 2018
Base Salary | | 2019
Base Salary | | Increase | | 2020 Base Salary | 2021 Base Salary | Increase | | Bob Patel | | $ | 1,575,000 | | $ | 1,575,000 | | 0.0% | | $ | 1,575,000 | $ | 1,575,000 | 0.0% | | Michael McMurray | | | N/A | | $ | 800,000 | | N/A | | $ | 800,000 | $ | 824,000 | 3.0% | | Thomas Aebischer | | $ | 769,153 | | $ | 796,073 | | 3.5% | | | | Dan Coombs | | $ | 686,400 | | $ | 686,400 | | 0.0% | | | Torkel Rhenman | | $ | 770,000 | $ | 793,100 | 3.0% | | Ken Lane | | | N/A | | $ | 750,000 | | N/A | | $ | 770,000 | $ | 793,100 | 3.0% | | Torkel Rhenman | | | N/A | | $ | 750,000 | | N/A | | | Jim Guilfoyle | | $ | 582,000 | $ | 700,000 | 20.3% |
20192021 Annual Bonus Payments
The Company’s annual bonus program rewards participants for achieving the Company’s annual objectives. Under this short-term incentive, or STI, program, the CompensationC&TD Committee establishes metrics and target performance levels and sets a target bonus, determined as a percentage of base salary, for each executive. In 2019,2021, our NEOs’ target bonuses were as follows: Name | | | | | Name | | 20192021 Target Bonus
(% of salary) | | Bob Patel | | | 160% | | Michael McMurray(1) | | | N/A | 90% | Thomas AebischerTorkel Rhenman | | | 90% | | Dan CoombsKen Lane | | | 90% | | Ken LaneJim Guilfoyle | | | 85% | | Torkel Rhenman(2) | | | 90% | |
LYONDELLBASELL 2022 PROXY STATEMENT 51 (1) | Mr. McMurray did not receive a 2019 STI award as he joined the Company in November 2019. His target bonus for 2020 will be 90% of base salary. | (2) | Mr. Rhenman received a pro-rated 2019 STI award as a result of his partial year of service with the Company beginning in July 2019. |
Back to Contents The amount of target bonus earned depends on the CompensationC&TD Committee’s determination of Company and individual performance under each of the STI program metrics. STI awards for 20192021 were calculated in the same manner as in prior years, as follows:  (1) ANNUALBONUSCALCULATION
(1) | Mr. Patel’s STI payout is based entirely on Company performance. There is no individual performance component. | (2) | Overall payout under the STI program will not exceed 200% of an individual’s target bonus. |
LYONDELLBASELL 2020PROXY STATEMENT40
Mr. Patel’s STI payout was, and Mr. Vanacker’s future STI payouts will be, based entirely on Company performance. There is no individual performance component for the CEO. (2) Overall payout under the STI program will not exceed 200% of an individual’s target bonus. COMPANY PERFORMANCE – PAYOUT AT 69%162% OF TARGET Payout for the Company performance component of the 2021 STI award iswas based on achievement of target performance levels for three metrics: business results, HSE performance, and costs, weighted as described below.  
(1) Payout for the TRIR component of HSE performance was reduced to 80% due to the occurrence of two fatalities at the Company’s La Porte, Texas site. | | (1) | Payout for the TRIR component of HSE performance was reduced to 70% due to the occurrence of two fatalities at legacy A. Schulman sites. |
LYONDELLBASELL 2022 PROXY STATEMENT 52
Back to Contents BUSINESS RESULTS (60%) WHY EBITDA? We believe that EBITDA is the financial measure that best enables shareholders to gauge our profitability and assess our business results. We determine performance under this metric by comparing EBITDA to our annual EBITDA budget, after making certain non-discretionary adjustments at the end of the year to account for market tailwinds and headwinds. Our aim is to ensure that our compensation rewards differential rather than circumstantial performance. These adjustments are reviewed in detail with, and approved by, the C&TD Committee to ensure they are rigorous and support the alignment of pay and performance. WHY EBITDA? | We believe that EBITDA is the financial measure that best enables shareholders to gauge our profitability and assess our business results. We determine performance under this metric by comparing EBITDA to our annual EBITDA budget, after making certain non-discretionary adjustments at the end of the year to account for market tailwinds and headwinds. Our aim is to ensure that our compensation rewards differential rather than circumstantial performance. These adjustments are reviewed in detail with, and approved by, the Compensation Committee to ensure they are rigorous and support the alignment of pay and performance. |
The CompensationC&TD Committee considers the Company’s EBITDA relative to the adjusted EBITDA budget. Payout at 27%192% of target was based on 20192021 EBITDA that fell belowexceeded the Company’s adjusted EBITDA budget for the year by 7.3%approximately 14%. EBITDA Budget Adjustments.BUDGET ADJUSTMENTS Each year at its regularly scheduled November meeting, the Board reviews and approves the Company’s annual EBITDA budget for the coming year. This budget is then approved as the annual STI EBITDA target the following February. After completion of the year, and in order to ensure that our executives are compensated on the basis of differential rather than circumstantial performance, the Company’s EBITDA budget may be adjusted in three primary ways. These adjustments can increase the EBITDA budget in an upcycle or lower the budget in a downturn, and are used as a tool to ensure the Committee pays for actual performance, not performance due to the volatility and cyclicality of the chemicals industry, which is heavily influenced by energy prices. Specifically, these adjustments account for (i) differences between actual market margins or spreads and budget assumptions, (ii) movements in foreign-exchange rates, the mark-to-market of certain assets (e.g., precious metals), and the same fixed cost exclusions taken into account when measuring the Company’s cost performance, and (iii) the budget impact of significant unanticipated events. All adjustments are reviewed and approved by the CompensationC&TD Committee and are subject to certain thresholds before an adjustment will be considered. Adjustments for actual market margins or spreads are calculated using independent third-party sources whenever available, including IHS Markit (IHS) and Phillip Townsend Associates (PTAI). No market adjustments are made for businesses that do not have market references, including our Advanced Polymer Solutions (APS) and Technology segments,segments. In 2021, additional adjustments were made for the volume impacts of the February 2021 U.S. Gulf Coast freeze event and the unanticipated increases in 2019 slow industrial demandnatural gas and headwinds inenergy costs for the automotive market caused non-adjusted businesses such as APS to significantly underperform EBITDA budget assumptions. Similarly, while unfavorable margins customarily have a negative impact on realized sales volumes, no adjustments are made to the EBITDA budget to account for those impacts. LYONDELLBASELL 2020PROXY STATEMENT41
Company’s European operations. The table below summarizes the approved adjustments, both positive and negative, to the Company’s 20192021 EBITDA budget by segment, which collectively reducedincreased the EBITDA budget by 15.4% (net)92%. To avoid disclosing competitively-sensitive information, we do not provide specific details on market impacts. Segment(s) | | Segment(s) | Description of EBITDA Budget Adjustments | Olefins & Polyolefins – Americas | Ethylene cash margin (IHS), polyethylene spread (PTAI), and polypropylene spread (PTAI), volume impacts of U.S. Gulf Coast freeze event | Olefins & Polyolefins – Europe, Asia, International | Ethylene cash margin (IHS), polyethylene spread (PTAI), and polypropylene spread (PTAI), increased natural gas and energy costs in Europe | Intermediates & Derivatives | U.S. methanol variable margin (IHS), styrene raw material margin (IHS), and EU MTBE raw material margin (IHS), volume impacts of U.S. Gulf Coast freeze event, increased natural gas and energy costs in Europe | Refining | Maya 2-1-1 crack spread, net of RINs and co-product spread, volume impacts of U.S. Gulf Coast freeze event | All | Foreign-exchange rate impacts, mark-to-market adjustments, and fixed cost exclusions | Olefins & Polyolefins – Americas; Intermediates & Derivatives | Impact of unanticipated Venezuelan sanctions | | | NET EBITDA BUDGET IMPACT | 15.4%92% |
We define EBITDA as Income from continuing operations before interest expense (net), provision for (benefit from) income taxes and depreciation and amortization. For a reconciliation of EBITDA to net income for the year ended December 31, 2019,2021, please refer to Appendix A. At the CompensationC&TD Committee’s discretion, the Company’s annual EBITDA results may be adjusted for the impact of certain extraordinary events during the year. For 2019,2021, approved EBITDA adjustments included the impacts of the Intercontinental Terminals Company fireU.S. Gulf Coast freeze event in March 2019on variable utility costs, settlement of pension obligations, and French transport strikes in December 2019, as well as lowerthe impairment of cost or market adjustments.the Houston refinery. LYONDELLBASELL 2022 PROXY STATEMENT 53
Back to Contents HSE PERFORMANCE (20%) WHY HSE PERFORMANCE? Operating in a safe, reliable manner protects our employees, our assets, and the communities in which we operate. We believe our focus on HSE performance is the right thing to do, and it helps contain costs of operations and avoid operational upsets and reputational harm. WHY HSE PERFORMANCE? | Operating in a safe, reliable manner protects our employees, our assets, and the communities in which we operate. We believe our focus on HSE performance is the right thing to do, and it helps contain costs of operations and avoid operational upsets and reputational harm. |
The CompensationC&TD Committee primarily considers the Company’s performance in personal safety (70%) and process safety (30%) and has discretion to adjust the resulting payout to account for environmental incidents and extraordinary trends and circumstances. Personal safety is measured by the Company’s total recordable incident rate (“TRIR”), calculated as the number of injuries per 200,000 hours worked. Process safety is measured by the Company’s process safety incident rate (“PSIR”), which represents the number of Tier 1 incidents, as measured by the American Chemistry Council, per 200,000 hours worked. Due toAlthough the occurrence of two fatalities at legacy A. Schulman sites during 2019,Company’s TRIR fell in the top decile for the industry, payout for the personal safety component of HSE performance was capped at 80% and reduced bydue to the Compensation Committeeoccurrence of fatalities at the Company’s La Porte, Texas site during 2021. The Company’s PSIR increased slightly compared to 70% as recommended by management. This TRIR impactthe prior year and resulted in overall payout at 88%82% of target despite PSIR that matched the Company’s record performance in 2018 and a sharp reduction in environmental incidents. Absent fatalities, payout for the HSE performance component would have been 165%.target. COSTS (20%) WHY COSTS? We believe maintaining controllable costs is vital to our success. We operate in an industry where a substantial portion of operating costs are market-driven and, in response, we drive a culture of cost discipline and strive to keep our fixed costs among the lowest in the industry. WHY COSTS? | We believe maintaining controllable costs is vital to our success. We operate in an industry where a substantial portion of operating costs are market-driven and, in response, we drive a culture of cost discipline and strive to keep our fixed costs among the lowest in the industry. |
The CompensationC&TD Committee considers the Company’s adjusted fixed costs as compared to our annual cost budget, adjusted downward (in 2021, by 1.5%0.2%) for the impact of foreign exchange rates. 20192021 adjustments to fixed costs (cumulative impact of approximately 0.7%4.3%), all of which were approved by the CompensationC&TD Committee and subject to de minimis thresholds, accounted for the positive and negative impacts of new lease accounting standards,increased fixed costs resulting from the true-up of current and prior year bonus payments, unbudgeted expenditures on strategic transaction activity cost savingsand related to site closures, and repairs resulting from delayed corporate initiatives and capital projects, and unanticipated environmental reserve increases.the U.S. Gulf Coast freeze event during February, net of recovery. Payout at 177%150% of target recognized that the Company’s strongcontinued commitment to cost discipline in 2019 resulted in adjusted fixed costs that were 2.3% below budget.budget, by 1.5%. LYONDELLBASELL 2020PROXY STATEMENT42
INDIVIDUAL PERFORMANCE Reduction of Maximum STI and Removal of Individual Modifier.For 2018 and prior years, payout under the Company’s STI program was determined based on Company resultsmultiplied by an individual performance modifier that ranged from 0 to 1.5. In 2019, the Compensation Committee determined to reduce the maximum payout under the STI program from 300% to 200% of the executive’s target bonus, in line with market practices. The Committee also removed the individual modifier for all employees, including our executives, and moved to a model under which bonuses will be determined 75% based on Company performance and 25% based on individual performance, anchored to Company results. |
The payouts awarded for the individual performance component of the NEOs’ STI award reflect their individual contributions to achieving successful Company performance, whether they met or exceeded expectations for their respective roles, and any other significant factors during the year, such as special projects, challenges, or other performance issues. Individual performance ratings range from 0 to 200%. | | | | | | | | | | | | | | | | | | | Name(1) | Individual
Target
Bonus | Company Performance
Component | | Individual Performance
Component | STI
Payout
(as a % of
salary) | | STI
Payout | | Bob Patel(2) | 160% | x | 69% | | | | | | | | | = | N/A | | $ | 1,600,000 | | Thomas Aebischer | 90% | x | [ (69% | x | 75%) | + | (69% | x | 100% | x | 25%) ] | = | 62% | | $ | 490,239 | | Dan Coombs | 90% | x | [ (69% | x | 75%) | + | (69% | x | 90% | x | 25%) ] | = | 61% | | $ | 415,598 | | Ken Lane | 85% | x | [ (69% | x | 75%) | + | (69% | x | 120% | x | 25%) ] | = | 60% | | $ | 461,869 | | Torkel Rhenman(3) | 90% | x | [ (69% | x | 75%) | + | (69% | x | 130% | x | 25%) ] | = | 70% | | $ | 232,875 |
(1) | Mr. McMurray did not receive a 2019 STI award as he joined the Company in November 2019. | (2) | Mr. Patel’s 2019 STI award was adjusted lower at the discretion of the Compensation Committee. See additional information below. | (3) | Mr. Rhenman received a pro-rated 2019 STI award as a result of his partial year of service with the Company beginning in July 2019. |
Name | Individual Target Bonus | Company Performance Component | | Individual Performance Component | STI Payout (as a % of salary) | STI
Payout | Bob Patel | 160% | x | 162% | | | | | | | | | = | 259% | $ | 4,082,400 | Michael McMurray | 90% | x | ( (162% | x | 75%) | + | (162% | x | 140% | x | 25%) ) | = | 160% | $ | 1,312,040 | Torkel Rhenman | 90% | x | ( (162% | x | 75%) | + | (162% | x | 140% | x | 25%) ) | = | 160% | $ | 1,262,839 | Ken Lane | 90% | x | ( (162% | x | 75%) | + | (162% | x | 140% | x | 25%) ) | = | 160% | $ | 1,262,839 | Jim Guilfoyle | 90% | x | ( (162% | x | 75%) | + | (162% | x | 140% | x | 25%) ) | = | 160% | $ | 1,075,996 |
The CompensationC&TD Committee has determined that Mr. Patel’sour CEO’s payout under the STI program should be directly tied to, and determined by reference to, Company performance, which is described on page 36.performance. There iswas no individual performance component to hisMr. Patel’s annual STI award, however, for 2019 the Committee exercised its discretion to reduce his payout from 69% of target, or $1,738,000, to $1,600,000 due to certain challenges in global projects performance.award. The Committee’s evaluation of each other NEO’s individual performance is described below. Mr. Aebischer’sMcMurray’s individual performance rating of 100% was agreed in connection with140% is a result of his retirement.leadership of the treasury, accounting, finance, and tax teams, including significant efforts to reduce the Company’s leverage by $4 billion and making progress on his personal DEI objectives, including ensuring that all external searches to fill management-level roles within the finance organization include diverse candidates and sponsoring the Young Professionals employee network. LYONDELLBASELL 2022 PROXY STATEMENT 54
Back to Contents Mr. Coombs’sRhenman’s individual performance rating of 90% is a result of continued challenges in global projects performance, including cost and schedule overruns, balanced by140% reflects his leadership in achieving significantly improved turnaroundof the Intermediates & Derivatives segment and his strategic work to both improve performance of and explore strategic options for the CompanyRefinery segment. He also achieved his personal DEI objectives, including mentoring diverse employees within his organization and sponsoring the successful start of commissioning of theHyperzone plant in 2019. Company’s Black employee network. Mr. Lane’s individual performance rating of 120%140% is based on his leadership of the global organization established to support the Company’s Olefins & Polyolefins – Americas and Olefins & Polyolefins – Europe, Asia, International segments, duringincluding record results in the second half of 2019,Olefins & Polyolefins – Americas as well as the advancement ofa record year for the Company’s planned joint venture with Liaoning Bora Enterprise Group through execution ofEBITDA. He also achieved his personal DEI objectives, including implementing a memorandum of understandingtarget to interview diverse candidate slates for certain roles, mentoring junior diverse employees within his organization, and progress negotiating definitive agreements. sponsoring the Company’s LGBTQ+ employee network. Mr. Rhenman’sGuilfoyle’s individual performance rating of 130%140% reflects his rapid and deep integration into his role leading the Company’s Intermediates & Derivatives segment, strong leadership of the businessAPS segment and delivery of differential results throughout asupply chain function in an especially challenging fourth quarter,year that included supply chain issues, chip shortages, and progress toward formation of a joint venture with China Petroleum & Chemical Corporation (Sinopec),difficulties attracting and retaining talent. He also achieved his personal DEI objectives, including the entry into a memorandum of understanding in December 2019.mentoring diverse employees within his organization. LYONDELLBASELL 2020PROXY STATEMENT43
20192021 Long-Term Incentives
20192021 GRANTS OF AWARDS
The long-term incentive awards granted to the NEOs in 20192021 included PSUs (50%), RSUs (25%), and stock options (25%). The allocation among these types of awards was determined by the CompensationC&TD Committee to be the most appropriate split between equity that is performance-based (PSUs) and time-based (RSUs and stock options). RSUs cliff vest after three years while stock options vest ratably over a three-year period, balancing executive retention with the ability to offer partial, near-term vesting to potential executive hires.  PSUs  | Performance-based awards that pay out at 0 to 200% of target based on the Company’s total shareholder return (“TSR”) over a three-year period.period and free cash flow per share relative to long-range plan projections. PSUs only reward our executives if our shareholder returnperformance over the performance period compares favorably to that of our peers.peers and expectations. |  RSUs  | Time-based awards that cliff vest after three years. RSUs provide retention value and encourage executives to consider the Company’s long-term success, strengthening the alignment between their interests and those of our shareholders. |  Non-qualified Stock Options  | Time-based awards that are intended to direct executives’ focus toward increasing the market value of our shares. Options vest ratably over three years, expire ten years from the date of grant, and only provide value to the executive if there is an appreciation of our stock price over time. |
The value of long-term incentive awards granted to the NEOs is determined as a percentage of base salary, except the award for our CEO, Mr. Patel, which was a fixed amount in 2019.salary. The CompensationC&TD Committee reviews the target awards annually and recommends changes based on the executive’s time and experience in the position, changes in job responsibilities, and market data. At the February 2019 Compensation2021 C&TD Committee meeting, it was determined that Mr. PatelPatel’s LTI target value would be maintained, and each other NEO would receive a modestan increase in LTI target value. The LTI target values for Messrs. McMurray, Lane, and Rhenman were negotiated as partvalue in order to bring his compensation closer to the median of each executive’s employment offer and determined based on each executive’s role and experience, internal parity, and the competitive marketplace.market. | | | | | | | | | | | | | | | | Name | | 2018 Target
(% of base salary) | | Total Value of
2018 LTI Awards | | 2019 Target
(% of base salary) | | Total Value of 2019
LTI Awards | | | Bob Patel(1) | | | 750 | % | | 11,812,500 | | | N/A | | $ | 12,312,500 | | | Michael McMurray(2) | | | N/A | | | — | | | N/A | | | — | | | Thomas Aebischer | | | 310 | % | | 2,384,000 | | | 310 | % | $ | 2,468,000 | | | Dan Coombs(3) | | | 310 | % | | 2,128,000 | | | 248 | % | $ | 1,702,500 | | | Ken Lane(4) | | | N/A | | | — | | | 240 | % | $ | 838,500 | | | Torkel Rhenman(4) | | | N/A | | | — | | | 260 | % | $ | 935,000 | |
(1) | For 2019, Mr. Patel’s LTI target value was established as an absolute value of $12,312,500 rather than as a percentage of base salary. | (2) | Mr. McMurray did not receive an annual LTI grant for 2019 and will receive his first annual grant in 2020 with a target of 310% of base salary. Mr. McMurray did receive a one-time sign-on RSU and stock option grant at the time of his employment, as described below. | (3) | Mr. Coombs’s 2019 LTI target value was adjusted to 80% of 2018 LTI target value as a result of his individual performance rating for 2018. | (4) | Mr. Lane and Mr. Rhenman each received a pro-rata award under the 2019 LTI program as a result of their partial year of service with the Company beginning July 15 and July 10, respectively. Each executive also received a one-time sign-on RSU grant as described below. |
Name | 2020 Target (% of base salary) | Total Value of 2020 LTI Awards | 2021 Target (% of base salary) | Total Value of 2021 LTI Awards | Bob Patel | | 750% | $ | 11,812,500 | 750% | $ | 11,812,500 | Michael McMurray | | 310% | $ | 2,480,000 | 320% | $ | 2,637,000 | Torkel Rhenman | | 270% | $ | 2,079,000 | 280% | $ | 2,220,500 | Ken Lane | | 250% | $ | 1,925,000 | 280% | $ | 2,220,500 | Jim Guilfoyle | | 250% | $ | 1,455,000 | 280% | $ | 1,960,000 |
For a description of the vesting and forfeiture of LTI awards upon termination, please see “Potential Payments Upon Termination or Change in Control” at pages 56-58.67-69. 20192021 GRANTS OF PSUsPSUS WITH A PERFORMANCE PERIOD ENDING DECEMBER 31, 20212023 (50%)
One-half of the value of our NEOs’ annual equity award in 20192010 was granted in the form of PSUs. (Mr. McMurray did not receive an annual grant of PSUs in 2019.) The number of units awarded was determined by dividing that dollar amount by the fair market value of our stock on the grant date.date, based on the average closing price of the Company’s shares over the 20 trading days prior to the date of grant. PSUs accrue dividend equivalents during the performance period, which will be converted to additional units using the closing stock price as of the end of the performance period on December 31, 2021. LYONDELLBASELL 2022 PROXY STATEMENT 55
Back to Contents 2023. Each unit deemed earned on the basis of Company performance will pay out in one share of the Company’s common stock after the performance period concludes. The number of 20192021 PSUs earned will depend 50% on the Company’s total shareholder return (“TSR”) over the performance period as compared to selected industry peers.peers and 50% on free cash flow per share as compared to long-range plan projections. We believe use of relative TSR as the metric for performance provides transparency for shareholders and our executives, rewards our executives if we out-perform our peers, and promotes executive accountability to and alignment with our shareholders. The CompensationIn 2021, we added a second metric to our PSUs, as we believe free cash flow per share is also an important measure of performance and rewards our executives for their ability to generate cash from business operations, which is key to our ability to fund growth projects, repay debt, and return capital to shareholders. For further alignment with shareholder interests, the terms of the PSUs provide that no payout will be earned for any year in the performance cycle in which the Company’s quarterly dividend is not paid. TSR RANK METRIC To determine payout under the relative TSR metric, the C&TD Committee compares TSR for the entire three-year performance period, using a 20-day closing average stock price at the beginning and the end of the period and assuming all dividends are reinvested. As shown below, payout will range from 0 to 200%. of target. There is no payout for negative TSR in the bottom half of the peer group or positive TSR in the bottom quartile of the peer group. LYONDELLBASELL 2020PROXY STATEMENT44
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | Positive TSR | 200% | 200% | 200% | 200% | 200% | 180% | 160% | 140% | 120% | 100% | 80% | 70% | 60% | 50% | — | — | — | — | — | Negative TSR | 100% | 100% | 100% | 100% | 100% | 95% | 90% | 85% | 80% | 75% | 70% | 60% | 50% | 40% | — | — | — | — | — |
PAYOUT BY COMPANY TSR RANK
| | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | | Positive TSR | 200% | 200% | 178% | 156% | 133% | 111% | 89% | 67% | 44% | 22% | -- | -- | -- | -- | | Negative TSR | 100% | 100% | 83% | 67% | 50% | 33% | 17% | -- | -- | -- | -- | -- | -- | -- |
The companies that are used as comparatorsindetermining our relative TSR performance (shown below) are eighteen of the other thirteen companiesCompany’s primary competitors, either directly or for investment dollars, in the chemicals industry. For 2021, the C&TD Committee maintained the same TSR peer group as used for the 2020 PSUs, including companies, both within and outside of the S&P 500 ChemicalChemicals Index,atthetime with business models most similar to that of the PSUswere grantedinFebruary20l9.Company. TheCompensation C&TD Committee has providedforadjustments adjustments to the peer groupinthe event of bankruptcies, acquisitions, or going-privatetransactions involvingany of the peers during the performance period.period. 2019 PSUs2021 PSUS - TSR PEER GROUP COMPANIES
Air Products & Chemicals
Akzo Nobel Albemarle Corporation
CelaneseAsahi Kasei BASF SE | CF Industries Holdings
DowDuPont
Celanese Corporation Covestro AG Dow Inc. DSM DuPont de Nemours, Inc. | Eastman Chemical
Ecolab | Company FMC Corporation
International Flavors & Fragrances
Linde | Mosaic
Huntsman Methanex PPG Industries,
Sherwin-Williams Inc. | RPM International SABIC Shin Etsu Westlake Chemical Corp |
FREE CASH FLOW PER SHARE METRIC To determine payout under the free cash flow per share metric, the C&TD Committee will compare the Company’s average annual FCF per share during the performance cycle to the expected average annual FCF per share during the period. We define free cash flow per share as (i) cash flow from operating activities less capital expenditures for the year divided by (ii) the number of weighted average shares outstanding for the year. Target FCF per share for the 2021 PSUs, which would result in 100% payout for the metric, was set by the C&TD Committee at the beginning of the performance cycle based on a reasonably-achievable level of performance as determined by the Company’s long-range plan projections. While the Company believes disclosing specific targets during an ongoing performance period would result in competitive harm, the targets will be disclosed along with performance achievement after the performance period has ended and the awards are earned. As shown below, maximum payout of 200% for the metric is awarded if realized FCF per share is equal to or greater than 135% of target, representing a stretch goal that can be achieved only in the event of outstanding performance. There is no payout if realized FCF per share is less than 75% of target. Actual payout will be interpolated between data points. | | | | | | | | | | | | | FCF per Share (% of Target) | ≥ 135% | 130% | 125% | 120% | 115% | 110% | 95-105% | 90% | 85% | 80% | 75% | < 75% | Payout | 200% | 183% | 167% | 150% | 133% | 117% | 100% | 88% | 75% | 63% | 50% | — |
2019LYONDELLBASELL 2022 PROXY STATEMENT 56
Back to Contents 2021 GRANTS OF RSUsRSUS (25%) In20l9, 2021, each of ourNEOs(other than Mr.McMurray)received a number of RSUs calculated by dividing 25% of the dollar amount of hisLTItarget bythefair market valuevalue of the Company’s shares, based on the average closing price of the Company’s shares over the 20 trading days prior to the date of grant .grant. The20l9 2021 RSU grants vestinfullthreeyears afterthedate of grant. Upon vesting, holders of RSUs receive one share oftheCompany’s common stockforeach RSU. RSU holders also receive cash dividend equivalents on their unitstheir units throughout thevesting period. 20192021 GRANTS OF STOCK OPTIONS (25%)
The number of options granted to eachNEOis determined by dividing 25% of the value of his annualLTItarget by the Black-Scholes value of optionsforthe Company as ofbased on the 20 trading days prior to the grant date. The options granted to theNEOsin 20l92021 vest in three equal installments beginning on the first anniversary of the grant date, and expire ten years after the grant date. The exercise price of the optionsisthe fair market value of theCompany’sshares on the grant date. EARNED PERCENTAGENO PAYOUT FOR 2017 PSUs2019 PSUS WITH A PERFORMANCE PERIOD ENDED DECEMBER 31, 20192021
Eachof ourNEOsemployed by (other than Mr. McMurray, who joined theCompanyin 20l7 (Messrs. Patel, Aebischer, and Coombs)late 2019) received a PSU award with a performance period that ended December 3l, 20l9.31, 2021. Payout of these PSUs is determined as for the 20l9 PSUs, based solely on the Company’s relative TSR overtheperformance period. Specifically,At its meeting in February 2022, theCompensation C&TD Committee compared ourthree-year TSRagainstdetermined thatof our peers using a 20-day closing average stock price at the beginningandtheend oftheperformance period and adjusting for dividends. Atitsmeetingin February2020, the Compensation Committee determinedthat50% of target no payout had been earned underthe20l7 2019 PSUs,reflecting the factthattheCompany’sTSR whilepositive,fellin the bottom halfquartile of ourselected peers. PAYOUT BY COMPANY TSR RANKOne-Time Cash Retention Awards
| | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | | Positive TSR | 200% | 200% | 175% | 150% | 125% | 100% | 75% | 50% | 25% | -- | -- | -- | | Negative TSR | 100% | 100% | 80% | 60% | 40% | 20% | -- | -- | -- | -- | -- | -- |
Thecompanies usedIn August 2021, following the announcement of Mr. Patel’s decision to retire as comparatorsindeterminingtheCompany’s relativeTSRperformance are shown below and representCEO of the eleven companies that were included withLyondellBasell inthe S&P 500Chemicals Indexat the time the PSUsCompany, special cash retention awards were granted to certain officers of the Company, including Messrs. McMurray, Rhenman, Lane, and Guilfoyle. The Board approved the grants on the recommendation of the C&TD Committee, to support leadership continuity during a time of significant transition. The awards were granted as a one-time addition to our executive compensation program, and any future retention awards will be evaluated on a case-by-case basis and granted only in February20l7, adjustedlimited circumstances, in accordance with the Committee’s view that special awards should be used sparingly and only in unusual circumstances.
The retention awards will vest on December 30, 2022 if the executive remains employed by the Company on that date, or earlier in the event the NEO is terminated without cause. In the event an NEO voluntarily terminates employment prior to reflect the mergervesting period, the award will be forfeited. In the event an NEO’s service as an employee terminates during the retention period due to death or disability, the award will vest pro-rata based on the number of Dow Chemicalmonths worked. The awards granted to each NEO were as follows: Name | Retention Award | Michael McMurray | $ | 1,500,000 | Torkel Rhenman | $ | 2,000,000 | Ken Lane | $ | 2,000,000 | Jim Guilfoyle | $ | 2,000,000 |
Cash retention amounts are not included in the 2021 Summary Compensation Table andE.I.du Pont deNemuorsinto will be disclosed in the combined company DowDuPont andtable for 2022 if the subsequent acquisitions of Praxair and Monsanto.payment is earned based on the executive’s continued service. 2017 PSUs - TSR PEER GROUP COMPANIES
Air Products & Chemicals
Albemarle Corporation
CF Industries
DowDuPont | Eastman Chemical
Ecolab
FMC Corporation | International Flavors & Fragrances
Mosaic
PPG Industries
Sherwin-Williams |
LYONDELLBASELL2020PROXY STATEMENT 45
ADDITIONAL INFORMATION CONCERNING EXECUTIVE COMPENSATION Share Ownership and Holding Requirements TheCompany’s Company’s Share Ownership GuidelinesGuidelines require executivestoachieve an ownership of Company sharesthat isvalued at a percentage oftheirrespective base salaries.Executivesare expectedto meetor exceedtheguidelines guidelines withinfIve five years of their hiring or promotion intotheirrole. Theymaynot not sellsharesunlessanduntil until theseownershiplevelshave been met andthenonly only sharesin in excess oftherequired required levelsmay besold. Underthe guidelines, only sharesbeneficially owned and RSUs counttowards meeting theownershipthresholds. Performance awards, stock options, stock appreciation rights, and dividend equivalents are not counted. LYONDELLBASELL 2022 PROXY STATEMENT 57
Back to Contents We determine compliance with our Share OwnershipGuidelinesannuallyinJanuary. on a quarterly basis. The number of shares held by each of our continuing NEOsas a multiple of base salary as of January 15, 2020December 31, 2021 issetforth forth below.Messrs. Mr. McMurrayCoombs,Lane,and Rhenman are still is still withinthe five-year transition period forattainingtheir his required ownership.Mr.Aebischer Patel isnolongersubjectto theShareOwnership Guidelines followinghis Ownership Guidelines following his retirement on December 31, 2019.2021. Our incoming CEO, Mr. Vanacker, will have a share ownership guideline equal to 6 times his annual base salary. Name | Required Ownership as a Multiple of Base Salary | Shares held as a Multiple of Base Salary | Complies or Within 5-Year Transition Period | Bob PatelMichael McMurray | 6x4x | 17.3x3.9x |  | Michael McMurrayTorkel Rhenman | 4x3x | 2.5x3.8x |  | Dan CoombsKen Lane | 4x3x | 3.7x4.3x | | Ken LaneJim Guilfoyle | 3x | 2.6x4.4x | | Torkel Rhenman | 3x | 2.0x | |
Clawbacks UndertheCompany’s clawback policy, theCompensationthe C&TD Committee can electto to recover annualannual bonus or equityequity compensation from any executivedetermined tohave engaged inmisconduct thatincreased increased the value ofthecompensation he or she received.In2019,theCompensation Committee enhanced this policy toprovidethatannual Annual bonus compensation may be recoveredrecovered ifan executive engagesinmisconduct,including including any act or failuretoact causing a violation oflaw, Companypolicies, policies, or GAAP, whether or not suchmisconductaffectedthecalculation of suchhis or her bonus compensation. Hedging and Pledging Policies All of our executive officers, including ourNEOs,are subjecttoour Policy Prohibiting InsiderTrading.Underthis policy, executives may not purchase, sellor write options onLyondellBasell shares,engageinshort sales, or participateinany otherderivative orshort-termpurchase or saletransactions thatwould enablethem tohedgetheeconomic risk oftheirshare ownership. Additionally, our executives are prohibited from pledgingLyondellBasellshares as collateral forpersonal loansor other obligations, includingholding sharesin a brokerage margin account.Theserestrictions extendtoexecutives’immediate family membersand certain related entities and areintended to keepour executives’interestsaligned withthe long-terminterests ofthe Companyand our shareholders.
LYONDELLBASELL2020PROXY STATEMENT 46
NEO Appointments and Departures
In2019, theCompany’snewleadershipteammembers includethree of ourNEOs:Michael McMurray,ExecutiveVice President and ChiefFinancial Officer; KenLane, ExecutiveVice President, Global Olefins and Polyolefins; and Torkel Rhenman,ExecutiveVice President, GlobalIntermediatesand Derivatives. Pursuant to the terms of their respective offerletters,each newly hiredNEOreceived a one-time cash payment, which must be repaid,inwhole orin part,ifthe executive’s employment is terminated by theCompanyfor cause or if he terminates his employment voluntarily withinthe firsttwoyearsof his employment.Eachexecutive also received a sign-on equity grant which vestsinequalinstallmentsover a three-year period beginning onthefirst anniversary ofthedate of grant .TheCompany also paid or reimbursed reasonable expenses incurred as a result of each executive’s relocation toHouston, Texas.
| Name | Start Date | Sign-on Cash Award(1) | Sign-on Equity Grant(2) | Relocation Expenses | | Michael McMurray | November 5 | $ 750,000 | $ 3,750,000 | $ 206,101 | | Ken Lane | July 15 | $ 750,000 | $ 1,450,000 | $ 210,429 | | Torkel Rhenman | July 10 | $ 350,000 | $ 650,000 | $ 206,101 |
| (1) | Mr. McMurray’s cash payment must be repaidAll of our executive officers, including our NEOs, are subject to our Policy Prohibiting Insider Trading. Under this policy, executives may not purchase, sell or write options on LyondellBasell shares, engage in full if there isshort sales, or participate in any other derivative or short-term purchase or sale transactions that would enable them to hedge the economic risk of their share ownership. Additionally, our executives are prohibited from pledging LyondellBasell shares as collateral for personal loans or other obligations, including holding shares in a qualifying termination priorbrokerage margin account. These restrictions extend to executives’ immediate family members and certain related entities and are intended to keep our executives’ interests aligned with the first anniversary of his date of employment, and 50%long-term interests of the total payment must be repaid if there is a qualifying termination between the firstCompany and second anniversaries of his date of employment. Mr. Lane and Mr. Rhenman must repay their respective cash payments if there is a qualifying termination prior to the second anniversary of the executive’s date of employment.our shareholders. | | |
| (2) | Mr. McMurray’s equity grant was awarded 60% in RSUs and 40% in stock options. The equity grants to Mr. Lane and Mr. Rhenman were awarded in RSUs. |
CEO Retirement Mr. Aebischer,Patel, ourformer Chief Executive Vice President andChiefFinancial officer,Officer, retiredfromtheCompanyon December 31, 2019. Pursuant to an employment transition agreement,Mr.Aebischer received a transition payment of $250,000 at the time of his retirement andisentitled to an additional $250,000 which has been and will continue to be paid in twelve equal monthly installments following his retirement solongas he complies with customary confidentiality, cooperation, non-competition, non-solicitationand non-disparagement obligations.Upon his retirement,2021. Mr. Aebischer’sPatel’s 2021 annual bonus and unvested equity awards were paid and vested pro rata onthe termsdescribed under“Potential “Potential Payments UponTerminationor ChangeinControl-Retirement” Control – Retirement” at page 57.67 and he otherwise received benefits consistent with those set forth in his employment agreement. Perquisites and Other Benefits OurNEOsreceive the same benefits generally provided to all of our employees, which include vacation allowances, Company matchingunderour 401(k) plan, Company contributions to our defined benefit pension plan, and health and welfare benefits. The perquisites received by our executives that are not offered to all employees include:include: |  | Annual executive physical |
| | Financial,tax, and estate planning-TheCompany will reimburse up to $15,000 of expenses. |
| | Matching undertheU.S. Deferral Plan-TheCompany makes contributionstothe U.S.DeferralPlan for amounts that exceedthe IRSbase salarylimitson matching under our401(k) plan and contributions to our defined benefit pension plan.Thevalue of the contributionsis11%forall base salary compensationinexcess of theIRS limits. |
❙ Annual executive physical. ❙ Financial, tax, and estate planning -The Company will reimburse up to $15,000 of expenses. ❙ Matching under the U.S. Deferral Plan - The Company makes contributions to the U.S. Deferral Plan for amounts that exceed the IRS base salary limits on matching under our 401(k) plan and contributions to our defined benefit pension plan. The value of the contributions is 11% for all base salary compensation in excess of the IRS limits. From time to time, theCompanyprovides other benefits to our executives that areintended forbusiness purposes,including taxequalization payments,limited limited personal use ofCompany private aircraft or payment for spouse travel, relocation benefits, and the payment of business club memberships or dues. TaxLYONDELLBASELL 2022 PROXY STATEMENT 58
Back to Contents Tax equalization payments are designedtomake executives wholeiftheyincur incometaxin jurisdictionsotherthan theircountry and/or state of residence.Forexample, executives may traveltoother jurisdictions on Company business and may betaxedbased on days workedin in thosejurisdictions. jurisdictions. If,and only to the extent, those additionaltaxescannot be offset against the executive’s regularincome tax liability(such (such as in the form of credits), theCompanywill reimburse an amount sufficient to make the executive’s tax liabilityliability equal to the fullfull income tax for hisjurisdictionof residence only. The Company has an agreement with Flexjet, LLC for a fractional ownersip interest in and use of private aircraft. The primaryuseofCompany the Flexjet aircraftisfor business purposes and must be authorized by ourCEO. Fromtime to time and with CEO approval, spouses, family members or personal guests may accompany our executive officers onCompany Flexjet aircraft. The Company may also pay or reimbursethecost of occasional spousetravelrelated to business trips. When approvedtravelof afamilymember or guestisimputed imputed asincome income totheexecutive officer, we reimburse the additionalincometaxincurred. incurred. During 2021, no family members or guests used the Flexjet aircraft. Taxes Section 162(m) of the U.S.InternalRevenueCode limitsthe deductibility of compensation paidtocertain executives,includingour CEO, CFO, and our three other most highly compensated officers, to $1 million annually. Prior to adoption ofHistorically, the Tax Cuts and Jobs Act of 2017 (the“TCJA”),the deductionlimitdid not apply to certain performance-based compensation. We historicallycompensation, and we took Section 162(m) and the deductibilitydeductibility of compensation, among otherfactors,into consideration in structuring our annual bonuses and certain long-termincentive awards (otherthanour RSUs) sothat theywould qualifyas performance-based compensation and these amounts would be fully deductible for income tax purposes. Given the changes made by theTCJA,annual bonuses andlong-termincentiveawards granted by the Company are nolongerexempt from the $1 million deductionlimit.awards. TheCompensation C&TD Committee will continuetoconsider taximplications(including (including the lackof deductibility under section 162(m)) among other relevant factors in designing and implementing our executive compensation programs. We willwill continue to monitor taxation, applicable incentives, standard practiceinourindustry,and other factors and adjust our executive compensation programs as needed. LYONDELLCOMPENSATION BASELL2020PROXY STATEMENT 47
COMPENSATIONCOMMITTEE REPORT
The Compensation and Talent Development Committeehas reviewed and discussed theCompensationDiscussion and Analysis with management and, based on such review anddiscussions,recommendedto theBoardofDirectorsthat theCompensation Discussion and Analysis beincluded included inthis this proxy statement. The Compensation and Talent Development Committee
Nance Dicciani,Dicciani, Chair
Robin BuchananBuchanan
Tony Chase
ClaireFarley
Bella Goren LYONDELLBASELL20202022PROXY STATEMENT 4859
Back to Contents COMPENSATION TABLES COMPENSATIONTABLES
Summary Compensation Table The followingtablesetsforth informationwith respectto thecompensation of ourNEOsfortheyears ended December 31, 2019, 20182021, 2020 and 2017.2019. Name and Principal Position | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(5) ($) | Non-Equity Incentive Plan Compensation(6) ($) | Change in Pension Value(7) ($) | All Other Compensation(8) ($) | Total ($) | Bob Patel(1) Former Chief Executive Officer | 2021 | 1,575,000 | — | 9,793,762 | 3,309,208 | 4,082,400 | 16,967 | 233,696 | 19,011,033 | 2020 | 1,635,577 | — | 8,859,438 | 2,953,132 | 1,663,200 | 17,552 | 441,614 | 15,570,513 | 2019 | 1,575,000 | — | 9,234,533 | 3,078,125 | 1,600,000 | 20,332 | 435,323 | 15,943,313 | Michael McMurray Executive Vice President and Chief Financial Officer | 2021 | 818,185 | — | 2,186,241 | 738,700 | 1,312,040 | 13,936 | 100,592 | 5,169,694 | 2020 | 830,769 | — | 1,860,122 | 620,004 | 498,960 | 13,218 | 100,289 | 3,923,362 | 2019 | 104,615 | 750,000 | 2,250,026 | 1,500,003 | — | 4,751 | 211,639 | 4,821,034 | Torkel Rhenman Executive Vice President Global Intermediates & Derivatives and Refining | 2021 | 787,503 | — | 1,841,166 | 622,124 | 1,262,839 | 14,399 | 102,625 | 4,630,656 | 2020 | 794,077 | — | 1,559,312 | 519,757 | 511,229 | 13,652 | 100,348 | 3,498,375 | 2019 | 340,385 | 350,000 | 1,351,322 | 233,745 | 240,053 | 13,010 | 236,838 | 2,765,353 | Ken Lane Interim CEO and Executive Vice President Global Olefins & Polyolefins | 2021 | 787,503 | — | 1,841,166 | 622,124 | 1,262,839 | 13,734 | 102,929 | 4,630,295 | 2020 | 794,077 | — | 1,443,789 | 481,253 | 482,828 | 13,062 | 101,348 | 3,316,357 | 2019 | 331,731 | 750,000 | 2,078,897 | 209,595 | 461,869 | 12,405 | 238,826 | 4,083,323 | Jim Guilfoyle Executive Vice President Advanced Polymer Solutions & Global Supply Chain | 2021 | 671,408 | — | 1,625,037 | 549,087 | 1,075,996 | 17,959 | 90,792 | 4,030,279 | | | | | | | | | | | | | | | | | | | (1) Mr. Patel retired effective December 31, 2021. As a result of his retirement, RSUs, PSUs and options granted to Mr. Patel in 2019, 2020, and 2021 vested and were forfeited pro rata, resulting in the forfeiture of 35,473 RSUs, 65,309 PSUs, and option awards representing 106,098 shares of common stock. The forfeiture of these awards is not reflected in the “Stock Awards” and “Option Awards” columns above, which are based on the aggregate grant date fair value of the full awards, as further detailed in footnotes (4) and (5) below. (2) Mr. Patel’s employment agreement provided that he would receive an annual base salary of no less than $1,500,000. (3) Represents cash sign-on bonuses paid in connection with the 2019 appointments of Mr. McMurray, Mr. Lane, and Mr. Rhenman. (4) Stock awards granted to NEOs in 2021 include RSUs and PSUs. The RSUs are granted under the LyondellBasell Industries Long Term Incentive Plan (the “LTIP”) and entitle the recipient to an equal number of shares of the Company’s stock when the RSUs vest on the third anniversary of the date of grant. RSUs receive cash dividend equivalents at the same time dividends are paid on the Company’s stock. Amounts included in the table are the aggregate grant date fair values of the awards calculated in accordance with ASC 718. The PSUs are also granted under the LTIP. The PSUs entitle the recipient to a number of shares of the Company’s common stock equal to the number of units, multiplied by an earned percentage that can range from 0 to 200% of the targeted number of units based on Company performance. The PSUs accrue dividend equivalents during the performance period in the form of additional units. See Note 15 to the Company’s Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) for a discussion of the calculation of the fair value of the awards. Annual grants of RSUs and PSUs are made at the first regularly scheduled C&TD Committee meeting of the calendar year. Pursuant to his employment agreement, Mr. Patel was eligible to receive annual equity awards, including RSUs, PSUs and stock options as discussed under footnote 5 below, with an aggregate value of no less than 750% of his base salary. The following is the aggregate grant date fair value of the PSUs granted in 2021 if we assumed the maximum amounts (200% of target) will be earned: Bob Patel - $13,058,350; Michael McMurray - $2,914,918; Torkel Rhenman - $2,454,888; Ken Lane - $2,454,888; Jim Guilfoyle - $2,166,716. |
LYONDELLBASELL 2022 PROXY STATEMENT 60 | Name and Principal Position | Year | Salary(5)
($) | Bonus(6)
($) | Stock
Awards(7)
($) | Option
Awards(8)
($) | Non-Equity
Incentive Plan
Compensation(9)
($) | Change in
Pension
Value(10)
($) | All Other
Compensation(11)
($) | Total
($) | Bob Patel
Chief Executive
Officer | 2019 | 1,575,000 | — | 9,234,533 | 3,078,125 | 1,600,000 | 20,332 | 435,323 | 15,943,313 | | 2018 | 1,573,558 | — | 8,859,526 | 2,953,136 | 4,536,001 | 13,212 | 271,364 | 18,206,797 | | 2017 | 1,497,596 | — | 8,437,663 | 2,812,521 | 4,435,200 | 20,731 | 385,660 | 17,589,372 | Michael McMurray(1)
Executive Vice
President and Chief
Financial Officer | 2019 | 104,615 | 750,000 | 2,250,026 | 1,500,003 | — | 4,751 | 211,639 | 4,821,034 | Thomas Aebischer(2)
Former Executive
Vice President
and Chief Financial
Officer | 2019 | 788,825 | — | 1,850,978 | 616,962 | 490,239 | 14,922 | 286,890 | 4,048,816 | | 2018 | 763,122 | — | 1,788,421 | 596,112 | 1,360,787 | 13,208 | 93,416 | 4,615,066 | | 2017 | 726,023 | — | 1,736,269 | 578,737 | 880,768 | 12,736 | 77,566 | 4,012,099 | Dan Coombs
Executive
Vice President Global
Manufacturing,
Projects, and
Refining | 2019 | 686,400 | — | 1,276,790 | 425,569 | 415,598 | 16,395 | 80,877 | 2,901,629 | | 2018 | 679,292 | — | 1,763,003 | 531,973 | 881,138 | 14,596 | 79,057 | 3,949,060 | | 2017 | 643,846 | — | 1,485,079 | 495,011 | 941,097 | 14,601 | 70,905 | 3,650,539 | Ken Lane(3)
Executive Vice
President Global
Olefins & Polyolefins | 2019 | 331,731 | 750,000 | 2,078,897 | 209,595 | 461,869 | 12,405 | 238,826 | 4,083,323 | Torkel Rhenman(4)
Executive
Vice President
Intermediates and
Derivatives | 2019 | 340,385 | 350,000 | 1,351,322 | 233,745 | 240,053 | 13,010 | 236,838 | 2,765,353 |
| (1) | Mr. McMurray joined the Company on November 5, 2019. |
| (2) | Mr. Aebischer retired effective December 31, 2019. |
| (3) | Mr. Lane joined the Company on July 15, 2019. |
| (4) | Mr. Rhenman joined the Company on July 10, 2019. |
| (5) | Mr. Patel’s employment agreement provides that he receives an
Back to Contents (5) Stock options are also granted under the LTIP and annual base salary of no less than $1,500,000. |
| (6) | Represents cash sign-on bonuses paid in connection with the appointments of Mr. McMurray, Mr. Lane, and Mr. Rhenman. |
| (7) | Stock awards granted to NEOs in 2019 include RSUs and PSUs. The RSUs are granted under the LyondellBasell Industries Long Term Incentive Plan (the “LTIP”) and entitle the recipient to an equal number of shares of the Company’s stock when the RSUs vest on the third anniversary of the date of grant. RSUs receive cash dividend equivalents at the same time dividends are paid on the Company’s stock. Amounts included in the table are the aggregate grant date fair values of the awards calculated in accordance with ASC 718. The PSUs are also granted under the LTIP. The PSUs entitle the recipient to a number of shares of the Company’s common stock equal to the number of units, multiplied by an earned percentage that can range from 0 to 200% of the targeted number of units based on Company performance. The PSUs accrue dividend equivalents during the performance period in the form of additional units. See Note 17 to the Company’s Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”) for a discussion of the calculation of the fair value of the awards. |
Annual grants of RSUs and PSUs are made at the first regularly scheduled CompensationC&TD Committee meeting of the calendar year. Pursuant to his employment agreement, Mr. Patel is eligible to receive annual equity awards, including RSUs, PSUs andThe stock options as discussed under footnote 8 below,vest ratably over a three-year period beginning with an aggregate valuethe first anniversary of no less than 750%the date of his base salary. In July 2019, atgrant and expire after ten years. The amounts shown are the timefair values of their respective hirings, Mr. Lane and Mr. Rhenman each received a pro-rata annual grant of RSUs, PSUs, andthe stock options as well as a one-time sign-on awardon the date of RSUs. Mr. McMurray did not receivegrant, in accordance with ASC 718. The fair values of stock options were calculated using the Black-Scholes option-pricing model. We use the Black-Scholes formula to calculate an annual equity grant for 2019, but did receive a one-time sign-on grant of RSUs and stock options. The following is the aggregate grant date fairassumed value of the PSUs granted in 2019 if we assumedoptions for compensation expense purposes; because the maximum amounts (200%formula uses assumptions, the fair values calculated are not necessarily indicative of target) will be earned: Bob Patel - $12,312,651; Thomas Aebischer - $2,467,911; Dan Coombs - $1,702,386; Ken Lane - $838,361; Torkel Rhenman - $935,061.
LYONDELLBASELL2020PROXY STATEMENT 49
| (8) | Stock optionsarealsograntedunderthe LTIPand annualawardsare madeat the firstregularlyscheduled Compensation Committee meetingof the calendar year. Mr.Laneand Mr. Rhenmanreceived theirpro-rata stock option grantsinJuly 2019. Mr. McMurray didnotreceive an annualstockoption grant for 2019 but did receiveaone-time sign-ongrant in November2019. Thestockoptions vestratablyover athree-yearperiod beginning with thefirstanniversary ofthedate ofgrantandexpireaftertenyears. The amountsshownare thefairvalues ofthestock options onthedate of grant,in accordancewith ASC 718.The fairvaluesofstockoptionswere calculated usingtheBlack-Scholes option-pricingmodel.We usetheBlack-Scholes formula tocalculatean assumed value oftheoptionsforcompensationexpensepurposes; becausethe formula usesassumptions,thefairvalues calculatedarenot necessarilyindicativeoftheactual values ofthe stockoptions. |
the actual values of the stock options.
The assumptions usedfor the 2021 annual grantstoMessrs. Patel, Aebischer, and Coombs were: a dividend yield of 4%6%; a risk-freeinterest rateof 2.551%;an expectedlifeof 6 years; and stockprice volatility of 27.45%. Theassumptionsused forthe November granttoMr.McMurraywere:adividendyield of 5%; arisk-free interestrate of 1.709%0.934%; an expectedlifeof 65.6 years; and stock price volatilityof 28.11%. The assumptionsusedfor the JulygrantstoMr. LaneandMr.Rhenman were: adividendyield of 4%; arisk-free interestrate of1.901%;anexpected life of 6 years;andstock price volatility of 27.22%39.40%.See Note 17Note 15 tothe Company’sConsolidatedCompany’s Consolidated Financial Statementsin the2019 2021 Annual Reportfora discussion of the calculation ofthe fairvalue oftheawards. | (9) | Amounts ofNon-Equity IncentivePlanCompensationin2019 aretheannual bonuses paid outinMarch 2020 for performance during 2019. Mr.Patel’semployment agreement providesthathe willbeeligible foranannualbonus with atargetamount of nolessthan160% of his base salary. Mr.McMurraydid notreceivean annual bonusfor2019 as he joined theCompanyin November.However, he received a sign-on cash paymentin theamount of$750,000,paidin January2020,asreflectedunderthe“Bonus” column ofthe SummaryCompensationTable.Mr.Lanewas paidhisannualbonusbased on annualsalary,without pro-ration. Mr.Rhenmanwas paid a pro-rated annual bonus based on his partial year ofservice. |
| (10) | Amountsinclude increasesduring2019 inthe actuarial present values of benefits undertheLyondellBasell Retirement Plan.The increasesare calculated based onthedifference betweenthetotal benefit actuariallyreduced fromage 65tocurrent age and the present value ofthebenefits undertheplan. Seethe“Pension Benefits”tableonpage55 for moreinformation. |
| (11) | Amountsincluded in“AllOtherCompensation”for2019inthe table aboveinclude the following(amountsindollars): | | | |
| Name | Matching 401(k)
and Pension
Contributions(a)
($) | Matching
Deferral Plan
Contributions(b)
($) | Tax
Reimbursements(c)
($) | Personal Use
of Aircraft(d)
($) | Relocation
Expenses(e)
($) | Other(f)
($) | Total
($) | | Bob Patel(g) | 16,800 | 142,450 | 224,113 | 29,310 | — | 22,650 | 435,323 | | Michael McMurray | 5,538 | — | — | — | 206,101 | — | 211,639 | | Thomas Aebischer | 16,800 | — | — | — | — | 270,090 | 286,890 | | Dan Coombs | 16,800 | 44,704 | — | 1,822 | — | 17,552 | 80,877 | | Ken Lane | 16,800 | 5,690 | — | — | 210,429 | 5,907 | 238,826 | | Torkel Rhenman | 16,800 | 6,642 | — | — | 206,101 | 7,295 | 236,838 |
| (a) | Includes Company matching contributions to each NEO’s 401(k) and the Company’s pension plan contributions. |
| (b) | Includes Company contributions under the Company’s U.S. Senior Management Deferral Plan. See the “Non-Qualified Deferred Compensation in 2019” table on page 55 for more information. |
| (c) | Includes Company reimbursement, and a gross-up on that reimbursement, of state taxes owed for work performed in those states on behalf of the Company. |
| (d) | Represents the approximate incremental cost to the Company for the personal use of Company aircraft by the NEO’s spouse or personal guest in 2019 or the payment or reimbursement of commercial spouse travel related to business trips, as well as reimbursement of additional income tax incurred by the NEO when the cost of such travel is imputed as income. Approximate incremental cost for travel on Company aircraft has been determined based on the total trip charge for each flight segment divided by the total number of passengers traveling on that segment. |
| (e) | Represents Company-paid or reimbursed relocation expenses, including gross-ups on those amounts of $81,101, $82,804 and $81,101 for Messrs. McMurray, Lane, and Rhenman, respectively. |
| (f) | Includes executive physicals; payment of professional fees for tax filings; payment of business club memberships and dues; and financial planning allowances, none of which individually exceeded the greater of $25,000 or 10% of the total amount of other compensation for the executive in 2019. For Mr. Aebischer, also includes the $250,000 transition payment earned in connection with his retirement. |
| (g) | Under his employment agreement, Mr. Patel is eligible to participate in the benefit programs generally available to senior executives of the Company. |
(6) Amounts of Non-Equity Incentive Plan Compensation in 2021 are the annual bonuses paid out in March 2022 for performance during 2021. Mr. Patel’s employment agreement provided that he would be eligible for an annual bonus with a target amount of no less than 160% of his base salary. (7) Amounts include increases during 2021 in the actuarial present values of benefits under the LyondellBasell Retirement Plan. The increases are calculated based on the difference between the total benefit actuarially reduced from age 65 to current age and the present value of the benefits under the plan. See the “Pension Benefits” table on page 66 for more information. (8) Amounts included in “All Other Compensation” for 2021 in the table above include the following (amounts in dollars): Name | Matching 401(k) and Pension Contributions(a) ($) | Matching Deferral Plan Contributions(b) ($) | Tax Reimbursements(c) ($) | Other(d) ($) | Total ($) | Bob Patel(e) | 31,900 | — | 137,573 | 64,223 | 233,696 | Michael McMurray | 31,900 | 58,100 | — | 10,592 | 100,592 | Torkel Rhenman | 31,900 | 54,725 | — | 16,000 | 102,625 | Ken Lane | 31,900 | 54,725 | — | 16,304 | 102,929 | Jim Guilfoyle | 31,900 | 41,955 | — | 16,937 | 90,792 | (a) Includes Company matching contributions to each NEO’s 401(k) and the Company’s pension plan contributions. (b) Includes Company contributions under the Company’s U.S. Senior Management Deferral Plan. See the “Non-Qualified Deferred Compensation in 2021” table on page 66 for more information. As a result of his retirement from the Company, no Company contributions were made on Mr. Patel’s behalf for 2021. (c) Includes Company reimbursement, and a gross-up on that reimbursement, of state taxes owed for work performed in those states on behalf of the Company. (d) Includes executive physicals; payment of professional fees for tax filings; payment of business club memberships and dues; financial planning allowances; $1,000 COVID-19 vaccination payment as offered to global employees; and a vacation lump sum payment of $36,346.08 for Mr. Patel. Other than the vacation payout, none of these amounts individually exceeded the greater of $25,000 or 10% of the total amount of other compensation for the executive in 2021. (e) Under his employment agreement, Mr. Patel was eligible to participate in the benefit programs generally available to senior executives of the Company. |
LYONDELLBASELL20202022PROXY STATEMENT 5061
Back to Contents Grants of Plan-Based Awards | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2) | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(3) | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(4) | All Other
Option
Awards:
Number of
Securities
Underlying
Options(5) | Exercise or
Base Price
of Option
Awards
($) | Grant Date
Fair Value
of Stock
and Option
Awards
($) | | Name | Grant Date(1) | Target
($) | Max. ($) | | Target
(#) | Max. (#) | | Bob Patel | 02/21/2019 | 2,520,000 | 5,040,000 | | — | — | — | — | — | — | | | 02/21/2019 | — | — | | 69,563 | 139,126 | — | — | — | 6,156,326 | | | 02/21/2019 | — | — | | — | — | 34,782 | — | — | 3,078,207 | | | 02/21/2019 | — | — | | — | — | – | 190,596 | 88.50 | 3,078,125 | | Michael McMurray | 11/05/2019 | — | — | | — | — | 23,108 | — | — | 2,250,026 | | 11/05/2019 | — | — | | — | — | — | 103,306 | 97.37 | 1,500,003 | | Thomas Aebischer | 02/21/2019 | 716,466 | 1,432,932 | | — | — | — | — | — | — | | 02/21/2019 | — | — | | 13,943 | 27,886 | — | — | — | 1,233,956 | | | 02/21/2019 | — | — | | — | — | 6,972 | — | — | 617,022 | | | 02/21/2019 | — | — | | — | — | — | 38,202 | 88.50 | 616,962 | | Dan Coombs | 02/21/2019 | 617,760 | 1,235,520 | | — | — | — | — | — | — | | | 02/21/2019 | — | — | | 9,618 | 19,236 | — | — | — | 851,193 | | | 02/21/2019 | — | — | | — | — | 4,809 | — | — | 425,597 | | | 02/21/2019 | — | — | | — | — | — | 26,351 | 88.50 | 425,569 | | Ken Lane | 07/15/2019 | 637,500 | 1,275,000 | | — | — | — | — | — | — | | | 07/15/2019 | — | — | | 4,881 | 9,762 | – | — | — | 419,180 | | | 07/15/2019 | — | — | | — | — | 19,326 | — | — | 1,659,717 | | | 07/15/2019 | — | — | | — | — | — | 14,346 | 85.88 | 209,595 | | Torkel Rhenman | 07/15/2019 | 323,630 | 647,260 | | — | — | — | — | — | – | | 07/15/2019 | — | — | | 5,444 | 10,888 | — | — | — | 467,531 | | | 07/15/2019 | — | — | | — | — | 10,291 | — | — | 883,791 | | | 07/15/2019 | — | — | | — | — | — | 15,999 | 85.88 | 233,745 |
| (1) | The grant date of February 21, 2019 is the date of the first regularly-scheduled Board meeting that follows the first regularly-scheduled Compensation Committee meeting of the calendar year when annual grants are made. Mr. McMurray received his 2019 sign-on grants of RSUs and options on November 5, 2019 when he joined the Company. Mr. Lane and Mr. Rhenman received their 2019 annual and sign-on grants of RSUs, PSUs and options on July 15, 2019 when they joined the Company. |
| (2) | The awards shown are the estimated possible payouts of the NEOs’ annual bonus payments for performance in 2019. Actual bonus (STI) payments for 2019 are shown in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” The NEOs’ target bonuses are a percentage of base salary. The maximum shown in the table is the maximum amount that can be earned under the terms of the STI plan, which is 200% of target. Each performance measure is assessed and weighted, and payments can range from 0 – 200% of target. |
| (3) | Represents PSUs. These awards, granted in 2019, are earned over a three-year performance period ending December 31, 2021, with payouts, if any, in the first quarter of 2022. The performance criterion for the PSUs is assessed, and payments can range from 0 – 200% of the target award, to be settled in shares. These awards accrue dividend equivalents during the performance period in the form of additional units. |
| (4) | Represents RSUs. The regular RSU grants made on February 21, 2019 and the pro-rata annual RSU grants to Mr. Lane (2,441 RSUs) and Mr. Rhenman (2,722 RSUs) on July 15, 2019 will vest three years from the respective grant dates. Mr. McMurray’s one-time sign-on RSU grant made on November 5, 2019 (23,108 RSUs) and the one-time sign-on RSU grants made to Mr. Lane (16,885 RSUs) and Mr. Rhenman (7,569 RSUs) on July 15, 2019 will each vest in equal increments over a three-year period beginning on the first anniversary of their respective grant dates. RSUs receive cash dividend equivalents. |
| (5) | Represents annual stock option grants and Mr. McMurray’s one-time sign-on stock option grant in November 2019. The exercise price of all options is equal to the fair market value on the date of grant. All stock options included in the table vest in equal increments over a three-year period beginning on the first anniversary of the date of grant and expire ten years after the date of grant. |
Name | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units(4) | All Other Option Awards: Number of Securities Underlying Options(5) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | Target ($) | Max. ($) | Target (#) | Max. (#) | Bob Patel(6) | 02/25/2021 | 2,520,000 | 5,040,000 | | — | — | — | — | — | — | 02/25/2021 | — | — | | 62,534 | 125,068 | — | — | — | 6,529,175 | 02/25/2021 | — | — | | — | — | 31,267 | — | — | 3,264,587 | 02/25/2021 | — | — | | — | — | — | 163,337 | 104.41 | 3,309,208 | Michael McMurray | 02/25/2021 | 741,600 | 1,483,200 | | — | — | — | — | — | — | 02/25/2021 | — | — | | 13,959 | 27,918 | — | — | — | 1,457,459 | 02/25/2021 | — | — | | — | — | 6,980 | — | — | 728,782 | 02/25/2021 | — | — | | — | — | — | 36,461 | 104.41 | 738,700 | Torkel Rhenman | 02/25/2021 | 713,790 | 1,427,580 | | — | — | — | — | — | — | 02/25/2021 | — | — | | 11,756 | 23,512 | — | — | — | 1,227,444 | 02/25/2021 | — | — | | — | — | 5,878 | — | — | 613,722 | 02/25/2021 | — | — | | — | — | — | 30,707 | 104.41 | 622,124 | Ken Lane | 02/25/2021 | 713,790 | 1,427,580 | | — | — | — | — | — | — | 02/25/2021 | — | — | | 11,756 | 23,512 | — | — | — | 1,227,444 | 02/25/2021 | — | — | | — | — | 5,878 | — | — | 613,722 | 02/25/2021 | — | — | | — | — | — | 30,707 | 104.41 | 622,124 | Jim Guilfoyle | 02/25/2021 | 630,000 | 1,260,000 | | — | — | — | — | — | — | 02/25/2021 | — | — | | 10,376 | 20,752 | — | — | — | 1,083,358 | 02/25/2021 | — | — | | — | — | 5,188 | — | — | 541,679 | 02/25/2021 | — | — | | — | — | — | 27,102 | 104.41 | 549,087 | (1) The grant date of February 25, 2021 is the date of the first regularly-scheduled Board meeting that follows the first regularly-scheduled C&TD Committee meeting of the calendar year when annual grants are made. (2) The awards shown are the estimated possible payouts of the NEOs’ annual bonus payments for performance in 2021. Actual bonus (STI) payments for 2021 are shown in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” The NEOs’ target bonuses are a percentage of base salary. The maximum shown in the table is the maximum amount that can be earned under the terms of the STI plan, which is 200% of target. Each performance measure is assessed and weighted, and payments can range from 0 – 200% of target. (3) Represents PSUs. These awards, granted in 2021, are earned over a three-year performance period ending December 31, 2023, with payouts, if any, in the first quarter of 2024. The performance criterion for the PSUs is assessed, and payments can range from 0 – 200% of the target award, to be settled in shares. These awards accrue dividend equivalents during the performance period in the form of additional units. (4) Represents RSUs. These awards made on February 25, 2021 will vest three years from the grant date. RSUs receive cash dividend equivalents. (5) Represents annual stock option grants. The exercise price of all options is equal to the fair market value on the date of grant. All stock options included in the table vest in equal increments over a three-year period beginning on the first anniversary of the date of grant and expire ten years after the date of grant. (6) Mr. Patel retired from the Company on December 31, 2021 and his PSUs, RSUs, and stock options vested pro rata on the terms described under “Retirement” under “Potential Payments Upon Termination or Change in Control.” |
LYONDELLBASELL20202022PROXY STATEMENT 5162
Back to Contents Outstanding Equity Awards at December 31, 20192021 | | Option Awards | | Stock Awards | | | | | | | | | | Equity Incentive Plan Awards | | Name | | Option Awards | | Stock Awards | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of
Shares or
Units of
Stock That
Have Not
Vested(2) | Market Value
Of Shares or Units of Stock That Have Not
Vested(3) ($) | Equity Incentive Plan Awards | Number of
Securities
Underlying
Unexercised Options Exercisable | Number of
Securities
Underlying
Unexercised Options Unexercisable(1) | Option
Exercise Price ($) | Option
Expiration Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested(2) | Market Value
Of Shares or
Units of Stock
That Have Not Vested(3) ($) | Number of
Unearned
Shares, Units, or Other
Rights That
Have Not Vested(4) | Market or
Payout Value
of Unearned
Shares, Units, or Other
Rights That
Have Not
Vested(3) ($) | Market or Payout Value of Unearned Shares, Units, or Other
Rights That Have Not Vested(3) ($) | | | Bob Patel | 2,418 | — | 85.80 | 02/20/2024 | | 115,834 | 10,943,996 | 123,705 | 11,687,448 | 1,612 | — | 85.80 | 02/20/2024 | | | 68,086 | | | 170,294 | 56,764 | 76.15 | 01/12/2025 | | — | — | — | — | | | | 70,211 | — | 89.94 | 02/17/2025 | | — | — | — | — | | | | 101,108 | — | 77.93 | 02/16/2026 | | — | — | — | — | | | | 87,048 | 43,524 | 92.69 | 02/16/2027 | | — | — | — | — | | | | 45,552 | 91,104 | 109.09 | 02/21/2028 | | — | — | — | — | | | | — | 190,596 | 88.50 | 02/21/2029 | | — | — | — | — | | Bob Patel | | 226,458 | — | 76.15 | 01/12/2025 | | | 70,211 | — | 89.94 | 02/17/2025 | | | 101,108 | — | 77.93 | 02/16/2026 | | | 130,572 | — | 92.69 | 12/31/2026 | | | 136,656 | — | 109.09 | 12/31/2026 | | | 188,832 | — | 88.50 | 12/31/2026 | | | 209,563 | — | 83.35 | 12/31/2026 | | | 91,500 | — | 104.41 | 12/31/2026 | | | — | 103,306 | 97.37 | 11/05/2029 | | 23,108 | 2,183,244 | — | — | 68,870 | 34,435 | 97.37 | 11/05/2029 | | 22,121 | 2,040,220 | 28,837 | 2,659,637 | | Thomas Aebischer | 26,042 | — | 86.90 | 12/31/2024 | | — | — | 11,934 | 1,127,524 | | | 27,066 | — | 77.93 | 12/31/2024 | | — | — | — | — | | | | 26,620 | — | 92.69 | 12/31/2024 | | — | — | — | — | | | | 23,882 | — | 109.09 | 12/31/2024 | | — | — | — | — | | | | 21,401 | — | 88.50 | 12/31/2024 | | — | — | — | — | | | Dan Coombs | 4,871 | — | 101.10 | 05/29/2025 | | 16,558 | 1,564,400 | 19,371 | 1,830,172 | | | | 16,427 | — | 77.93 | 02/16/2026 | | — | — | — | — | | | | 15,321 | 7,660 | 92.69 | 02/16/2027 | | — | — | — | — | | | | 8,207 | 16,410 | 109.09 | 02/21/2028 | | — | — | — | — | | | | — | 26,351 | 88.50 | 02/21/2029 | | — | — | — | — | | Michael McMurray | | 16,940 | 33,880 | 83.35 | 02/20/2030 | | | — | 36,461 | 104.41 | 02/25/2031 | | | 5,333 | 85.88 | 07/15/2029 | | 17,359 | 1,601,021 | 24,228 | 2,234,548 | Torkel Rhenman | | 10,000 | 28,402 | 83.35 | 02/20/2030 | | | — | 30,707 | 104.41 | 02/25/2031 | | | — | 14,346 | 85.88 | 07/15/2029 | | 19,326 | 1,825,920 | 4,881 | 461,157 | — | 4,782 | 85.88 | 07/15/2029 | | 19,721 | 1,818,868 | 23,304 | 2,149,328 | | Torkel Rhenman | — | 15,999 | 85.88 | 07/15/2029 | | 10,291 | 972,294 | 5,444 | 574,349 | | Ken Lane | | — | 26,298 | 83.35 | 02/20/2030 | | | — | 30,707 | 104.41 | 02/25/2031 | | | 610 | — | 60.51 | 02/12/2023 | | 16,386 | 1,511,281 | 19,105 | 1,762,054 | Jim Guilfoyle | | 914 | — | 85.80 | 02/20/2024 | | | 1,205 | — | 89.94 | 02/17/2025 | | | 347 | — | 101.43 | 06/01/2025 | | | 5,667 | — | 77.93 | 02/16/2026 | | | 9,148 | — | 92.69 | 02/16/2027 | | | 11,651 | — | 109.09 | 02/21/2028 | | | 12,578 | 6,289 | 88.50 | 02/21/2029 | | | 9,940 | 19,876 | 83.35 | 02/20/2030 | | �� | | | — | 27,102 | 104.41 | 02/25/2031 | |
LYONDELLBASELL20202022PROXY STATEMENT 5263
Back to Contents | | The vesting schedules of the unexercisablestock optionsareshownbelow: |
| Name | Total Unvested
Stock Options | Exercise Price
($) | 2020 Vesting Details | 2021 Vesting Details | 2022 Vesting Details | | Bob Patel | 56,764 | 76.15 | 56,764 vested on
January 12, 2020 | | | | | 43,524 | 92.69 | 43,524 vested on
February 16, 2020 | | | | | 91,104 | 109.09 | 45,552 vested on
February 21, 2020 | 45,552 vesting on
February 21, 2021 | | | | 190,596 | 88.50 | 63,532 vested on
February 21, 2020 | 63,532 vesting on
February 21, 2021 | 63,532 vesting on
February 21, 2022 | | Michael McMurray | 103,306 | 97.37 | 34,436 vesting on
November 5, 2020 | 34,435 vesting on
November 5, 2021 | 34,435 vesting on
November 5, 2022 | | Dan Coombs | 7,660 | 92.69 | 7,660 vested on
February 16, 2020 | | | | | 16,410 | 109.09 | 8,205 vested on
February 21, 2020 | 8,205 vesting on
February 21, 2021 | | | | 26,351 | 88.50 | 8,785 vested on
February 21, 2020 | 8,783 vesting on
February 21, 2021 | 8,783 vesting on
February 21, 2022 | | Ken Lane | 14,346 | 85.88 | 4,782 vesting on
July 15, 2020 | 4,782 vesting on
July 15, 2021 | 4,782 vesting on
July 15, 2022 | | Torkel Rhenman | 15,999 | 85.88 | 5,333 vesting on
July 15, 2020 | 5,333 vesting on
July 15, 2021 | 5,333 vesting on
July 15, 2022 |
Name | Total Unvested Stock Options | Exercise Price ($) | 2022 Vesting Details | 2023 Vesting Details | 2024 Vesting Details | Michael McMurray | 34,435 | 97.37 | 34,435 vesting on November 5, 2022 | | | 33,880 | 83.35 | 16,940 vested on February 20, 2022 | 16,940 vesting on February 20, 2023 | | 36,461 | 104.41 | 12,155 vested on February 25, 2022 | 12,153 vesting on February 25, 2023 | 12,153 vesting on February 25, 2024 | Torkel Rhenman | 5,333 | 85.88 | 5,333 vesting on July 15, 2022 | | | 28,402 | 83.35 | 14,201 vested on February 20, 2022 | 14,201 vesting on February 20, 2023 | | 30,707 | 104.41 | 10,237 vested on February 25, 2022 | 10,235 vesting on February 25, 2023 | 10,235 vesting on February 25, 2024 | Ken Lane | 4,782 | 85.88 | 4,782 vesting on July 15, 2022 | | | 26,298 | 83.35 | 13,149 vested on February 20, 2022 | 13,149 vesting on February 20, 2023 | | 30,707 | 104.41 | 10,237 vested on February 25, 2022 | 10,235 vesting on February 25, 2023 | 10,235 vesting on February 25, 2024 | Jim Guilfoyle | 6,289 | 88.50 | 6,289 vested on February 21, 2022 | | | 19,876 | 83.35 | 9,938 vested on February 20, 2022 | 9,938 vesting on February 20, 2023 | | 27,102 | 104.41 | 9,034 vested on February 25, 2022 | 9,034 vesting on February 25, 2023 | 9,034 vesting on February 25, 2023 |
| | Includes RSUs for each ofthe NEOs, the vesting schedulesfor whichareshown below: |
Name | Total Unvested RSUs | Vesting Schedule | Bob Patel | 115,834 | 23,637 vested on 1/12/2020 | | | 30,344 vested on 2/16/2020 | | | 27,071 vesting on 2/21/2021 | | | 34,782 vesting on 2/21/2022 | Michael McMurray | 23,10822,121 | 7,704 vesting on 11/5/2020 | | | 7,702 vesting on 11/5/2021 | | | 7,702 vesting on 11/5/2022 | Dan Coombs | 16,558 | 5,341 vested on 2/16/2020 | | | 6,4087,439 vesting on 2/21/202120/2023 | | | 4,8096,980 vesting on 2/21/202225/2024 | Ken LaneTorkel Rhenman | 19,32617,359 | 5,6295,245 vesting on 7/15/20202022 | | | 5,6286,236 vesting on 7/15/20212/20/2023 | | 5,878 vesting on 2/25/2024 | Ken Lane | 19,721 | 8,069 vesting on 7/15/2022 | Torkel Rhenman | 10,291 | 2,5235,774 vesting on 7/15/20202/20/2023 | | | 2,5235,878 vesting on 7/15/20212/25/2024 | Jim Guilfoyle | 16,386 | 5,2456,833 vesting on 7/15/2/21/2022 | | 4,365 vesting on 2/20/2023 | | 5,188 vesting on 2/25/2024 |
LYONDELLBASELL2020PROXY STATEMENT 53
| Dollar values are based on the closing price of $94.48$92.23 of the Company’s shares on the NYSE on December 31, 2019. |
| 2021. | Includes PSUs granted in 20182020 and 20192021 with three-year performance periods ending December 31, 20202022 and December 31, 2021,2023, respectively. We have included the targetedtarget number of PSUs, although payouts on PSUs are made after the Company’s financial results for the performance period are reported and the CompensationC&TD Committee determines achievement of performance goals and corresponding vesting, typically in mid to late February of the following year. The PSUs for the 2017-20192019-2021 performance period are not included in the table as they are considered earned as of December 31, 20192021 for proxy disclosure purposes; those PSUs aredid not pay out, and otherwise would be included in the “Option Exercises and Stock Vested” table below. The PSUs in the table above include the following:those shown below. |
| | | | | PSUs with Three-Year Performance | | | Period Ending December 31, | | Name | 2020 | 2021 | | Bob Patel | 54,142 | 69,563 | | Michael McMurray | – | – | | Thomas Aebischer | 7,286 | 4,648 | | Dan Coombs | 9,753 | 9,618 | | Ken Lane | – | 4,881 | | Torkel Rhenman | – | 5,444 |
LYONDELLBASELL 2022 PROXY STATEMENT 64
Back to Contents | PSUs with Three-Year Performance
Period Ending December 31, | Name | 2022 | 2023 | Bob Patel | 47,241 | 20,845 | Michael McMurray | 14,878 | 13,959 | Torkel Rhenman | 12,472 | 11,756 | Ken Lane | 11,548 | 11,756 | Jim Guilfoyle | 8,729 | 10,376 |
Option Exercises and Stock Vested(1) | | Stock Awards(2) | | | | Value Realized | | | Number of Shares | on Vesting | | Name | Acquired on Vesting | ($) | | Bob Patel | 83,806 | 7,111,951 | | Michael McMurray | – | – | | Thomas Aebischer | 17,448 | 1,473,745 | | Dan Coombs | 10,238 | 863,101 | | Ken Lane | – | – | | Torkel Rhenman | – | – |
Name | Option Awards | | Stock Awards(2) | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value
Realized on Vesting
($) | Bob Patel | 1,406 | 51,065 | | 93,078 | 8,800,881 | Michael McMurray | — | — | | 7,702 | 716,055 | Torkel Rhenman | 9,534 | 235,822 | | 2,523 | 254,823 | Ken Lane | 22,713 | 586,669 | | 5,628 | 568,428 | Jim Guilfoyle | 1,408 | 71,357 | | 2,308 | 231,308 | (1) The value realized on option exercise represents the difference between the option exercise price and the market price of the LyondellBasell shares when exercised. (2) Includes RSUs that vested in 2021, including RSUs that vested pro-rata upon Mr. Patel’s retirement on December 31, 2021. The C&TD Committee reviewed the achievement of performance goals for the PSUs granted in 2019 with a performance period ended December 31, 2021 in February 2022, and determined that no payout was earned. The number of shares acquired on vesting for RSUs is the gross number of shares for all NEOs, although we withhold shares in payment of minimum statutory withholding taxes when the awards vest. The value realized for RSUs is the number of gross shares vested multiplied by the market price on the date the restrictions lapsed. The table below shows the gross number of shares that vested under RSUs for each of the NEOs in 2021. |
(1)Name | There were no exercises of option awards | RSUs Vested in 2019 and, therefore, the Company has omitted the columns that would otherwise represent the number of shares acquired and value received on exercises from the table above.2021 | Bob Patel | | 93,078 | Michael McMurray | | 7,702 | Torkel Rhenman | | 2,523 | Ken Lane | | 5,628 | Jim Guilfoyle | | 2,308 |
(2) | Includes RSUs that vested in 2019 and PSUs granted in 2017 with a performance period ended December 31, 2019, as well as RSUs and PSUs that vested pro-rata upon Mr. Aebischer’s retirement on December 31, 2019. The Compensation Committee determined the achievement of performance goals and corresponding vesting of the PSUs in February 2020. The number of shares acquired on vesting for both RSUs and PSUs is the gross number of shares for all NEOs, although we withhold shares in payment of minimum statutory withholding taxes when the awards vest. The value realized for RSUs is the number of gross shares vested multiplied by the market price on the date the restrictions lapsed. The value realized for PSUs is the number of gross shares vested multiplied by the market price on the date the Compensation Committee determined the earned percentage of shares. The table below shows the gross number of shares that vested under both RSUs and PSUs for each of the NEOs in 2019. |
| | | PSUs Earned for Performance Period | | Name | RSUs Vested in 2019 | Ending December 31, 2019 | | Bob Patel | 49,704 | 34,102 | | Michael McMurray | – | – | | Thomas Aebischer | 10,430 | 7,018 | | Dan Coombs | 4,235 | 6,002 | | Ken Lane | – | – | | Torkel Rhenman | – | – |
LYONDELLBASELL 20202022PROXY STATEMENT 5465
Back to Contents Pension Benefits Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | Bob Patel | LyondellBasell Retirement Plan | 12 | 166,992 | — | Michael McMurray | LyondellBasell Retirement Plan | 2 | 31,905 | — | Torkel Rhenman | LyondellBasell Retirement Plan | 2 | 41,061 | — | Ken Lane | LyondellBasell Retirement Plan | 2 | 39,201 | — | Jim Guilfoyle | LyondellBasell Retirement Plan | 13 | 237,518 | — | (1) The amounts shown in the table are the actuarial present value of each participant’s accumulated benefits as of December 31, 2021, calculated on the same basis as used in Note 14 to our Consolidated Financial Statements in the 2021 Annual Report, with the exception that each participant was assumed to continue to be actively employed by us until age 65 (earliest unreduced retirement age) and immediately commence his benefit at that time. |
Name | Plan Name | Number of Years
Credited Service(1) | Present Value of
Accumulated Benefit(2)
($) | Payments During Last
Fiscal Year
($) | Bob Patel | LyondellBasell Retirement Plan | 10 | 132,473 | — | Michael McMurray | LyondellBasell Retirement Plan | 0 | 4,751 | — | Mhomas Aebischer | LyondellBasell Retirement Plan | 3 | 40,866 | — | Dan Coombs | LyondellBasell Retirement Plan | 5 | 66,605 | — | Ken Lane | LyondellBasell Retirement Plan | 0 | 12,405 | — | Torkel Rhenman | LyondellBasell Retirement Plan | 0 | 13,010 | — |
| (1) | Mr. Aebischer joined the Company in January 2016 but did not accrue benefits under the U.S. LyondellBasell Retirement Plan while located outside of the United States. Mr. Aebischer was credited with vesting service under the plan for the full period of his employment with the Company. |
| (2) | The amounts shown in the table are the actuarial present value of each participant’s accumulated benefits as of December 31, 2019, calculated on the same basis as used in Note 16 to our Consolidated Financial Statements in the 2019 Annual Report, with the exception that each participant was assumed to continue to be actively employed by us until age 65 (earliest unreduced retirement age) and immediately commence his benefit at that time. |
The LyondellBasell Retirement Plan is a U.S. qualified defined benefit pension plan that provides pension benefits under a cash balance formula that defines participants’ accrued benefits in terms of a notional cash account balance. Eligible employees become participants immediately upon employment and are fully vested upon the earliest of (i) three years of service, (ii) death, or (iii) reaching age 65. The notional account balance for each participant comprises a pay credit of 5% and interest credits, each of which are accumulated at the end of each quarter. Pay credits are based on quarterly base pay, as limited by the Internal Revenue Code, and interest credits are based on the 5th, 4th,5th, 4th, and 3rdmonthly- determined3rd monthly-determined 30-year treasury rates before the start of that quarter. Benefits under the plan are payable upon separation from the Company. Non-Qualified Deferred Compensation in 2019 Name | Executive
Contributions in
Last Fiscal Year(1)
($) | Registrant
Contributions in
Last Fiscal Year(1)(2)
($) | Aggregate
Earnings in Last
Fiscal Year(3)
($) | Aggregate
Withdrawals/
Distributions(4)
($) | Aggregate
Balance at Last
Fiscal Year End(5)
($) | Bob Patel | — | 142,450 | 124,282 | — | 892,479 | Michael McMurray | — | – | – | — | – | Thomas Aebischer | — | – | 14,422 | — | 108,653 | Dan Coombs | — | 44,704 | 19,712 | — | 189,647 | Ken Lane | — | 5,690 | – | — | 5,690 | Torkel Rhenman | — | 6,642 | – | — | 6,642 |
| (1) | The Company maintains a U.S. Senior Management Deferral Plan that allows executives to defer up to 50% of their base salary and up to 100% of their annual bonus and equity grants (“eligible pay”) for payment at a future date. Funds deferred under this plan are allocated into notional accounts that mirror selected investment funds in our 401(k) plans, though the deferred funds are not actually invested and the Company may use separate assets to fund the benefit. |
| (2) | Company contributions to the executives’ Deferral Plan accounts are included in “All Other Compensation,” but not “Salary,” in the Summary Compensation Table. The Deferral Plan provides for Company contributions for that portion of pay that cannot be taken into account for matching contributions or accruals under the Company’s 401(k) plan and defined benefit pension plan due to IRS limits. The eligibility for Company contributions begins in the Deferral Plan once the employee’s salary has reached the IRS limits for those plans; actual contributions by the Company are made as of February 15 of the next calendar year. The Company’s contribution occurs regardless of whether the employee has contributed any amounts under the Deferral Plan or 401(k) plan. Eligible employees must be employed as of February 15 in order to receive the Company contribution. |
| (3) | Earnings on these accounts are not included in any other amounts in the tables included in this proxy statement, as the amounts of the NEOs’ earnings represent the general market gains on investments and are not amounts or rates set by the Company for the benefit of the NEOs. |
| (4) | Accounts are distributed as either a lump sum payment or in annual installments upon the later of (i) the date on which the employee reaches at least 55 years of age and has ten years of service or (ii) termination of employment. Special circumstances may allow for a modified distribution in the event of the employee’s death, an unforeseen emergency, or upon a change-in-control of the Company. In the event of death, distribution will be made to the designated beneficiary in the form previously elected by the executive. In the event of an unforeseen emergency, the plan administrator may allow an early payment in the amount required to satisfy the emergency. All participants are immediately 100% vested in all of their contributions, Company contributions, and gains and/or losses related to their notional investment choices. |
| (5) | The balance as of the last year includes the Company contributions made in respect of the NEOs’ 2019 earnings, although amounts were not credited to the accounts for continuing NEOs until February 2020. |
LYONDELLBASELL 2020 PROXY STATEMENT 55
2021 Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1)(2) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last Fiscal Year End(5) ($) | Bob Patel | — | — | 153,212 | — | 1,346,100 | Michael McMurray | 213,022 | 58,100 | 24,526 | — | 440,579 | Torkel Rhenman | — | 54,725 | 8,615 | — | 127,013 | Ken Lane | — | 54,725 | 5,807 | — | 123,103 | Jim Guilfoyle | — | 41,955 | 18,230 | — | 192,801 | (1) The Company maintains a U.S. Senior Management Deferral Plan that allows executives to defer up to 50% of their base salary and up to 100% of their annual bonus and equity grants (“eligible pay”) for payment at a future date. Funds deferred under this plan are allocated into notional accounts that mirror selected investment funds in our 401(k) plans, though the deferred funds are not actually invested and the Company may use separate assets to fund the benefit. (2) Company contributions to the executives’ Deferral Plan accounts are included in “All Other Compensation,” but not “Salary,” in the Summary Compensation Table. The Deferral Plan provides for Company contributions for that portion of pay that cannot be taken into account for matching contributions or accruals under the Company’s 401(k) plan and defined benefit pension plan due to IRS limits. The eligibility for Company contributions begins in the Deferral Plan once the employee’s salary has reached the IRS limits for those plans; actual contributions by the Company are made as of February 15 of the next calendar year. The Company’s contribution occurs regardless of whether the employee has contributed any amounts under the Deferral Plan or 401(k) plan. Eligible employees must be employed as of February 15 in order to receive the Company contribution. (3) Earnings on these accounts are not included in any other amounts in the tables included in this proxy statement, as the amounts of the NEOs’ earnings represent the general market gains on investments and are not amounts or rates set by the Company for the benefit of the NEOs. (4) Accounts are distributed as either a lump sum payment or in annual installments upon the later of (i) the date on which the employee reaches (x) at least 55 years of age and has ten years of service or (y) 65 years of age and (ii) termination of employment. Special circumstances may allow for a modified distribution in the event of the employee’s death, an unforeseen emergency, or upon a change-in-control of the Company. In the event of death, distribution will be made to the designated beneficiary in the form previously elected by the executive. In the event of an unforeseen emergency, the plan administrator may allow an early payment in the amount required to satisfy the emergency. All participants are immediately 100% vested in all of their contributions, Company contributions, and gains and/or losses related to their notional investment choices. (5) The balance as of the last year includes the Company contributions made in respect of the NEOs’ 2021 earnings, although amounts were not credited to the accounts for continuing NEOs until February 2022. The balance also includes contributions made by Mr. McMurray through deferrals as described in footnote 1 above. |
LYONDELLBASELL 2022 PROXY STATEMENT 66
Back to Contents POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Mr. Patel iswas party to an employment agreement and our other NEOs participate in our Executive Severance Program. Mr. Patel’s employment agreement and the Executive Severance Program provide for severance payments in the event of termination of employment, provided the executive executes a release in favor of the Company. Under the terms of the Company’s STI program, NEOs will receive pro-rata annual bonus payments in the event of termination of employment due to death or disability or termination without Cause (as defined below), payable following certification of payout under the STI program the following year. Additionally, under the terms of our LTIP and equity award agreements, our NEOs will receive accelerated or pro-rated vesting of their equity awards upon termination in certain circumstances. In the event of a change-in-control of the Company, the vesting of equity awards will be accelerated or pro-rated, but only if the individual’s employment is terminated within one year of the change in control. The Company believes that this “double trigger” is appropriate because it ensures our executives do not have conflicts in the event of a change in control and also avoids windfalls for any employees whose employment with the Company or its successors continues following such an event. The treatment of the equity awards for the NEOs is the same as for all other employees who receive equity awards. A summary of the treatment of equity awards in different scenarios under the terms of our LTIP and the award agreements is provided below. “Cause” and “Good Reason” are defined in the Company’s Executive Severance Plan as follows: “Cause” means (i) the executive’s continued failure (except where due to physical or mental incapacity) to substantially perform his or her duties; (ii) the executive’s intentional misconduct or gross neglect in the performance of his or her duties; (iii) the executive’s conviction of, or plea of guilty or nolo contendere to, a felony; (iv) the commission by the executive of an act of fraud or embezzlement against the Company or any affiliate; (v) the executive’s breach of fiduciary duty, (vi) an executive’s violation of the Company’s Code of Conduct or (vii) the executive’s willful breach of any material provision of any employment or other written agreement between the executive and the Company or an affiliate (as determined in good faith by the CompensationC&TD Committee) which is not remedied within 15 days after written notice is received from the Company or affiliate specifying the breach. Any determination of whether Cause exists shall be made by the CompensationC&TD Committee in its sole discretion. “Good Reason” means the occurrence, without the Participant’s express written consent, of (i) a material diminution in the executive’s duties, responsibilities or authority; (ii) any material diminution of the executive’s Base Salary; or (iii) the involuntary relocation of the executive’s principal place of employment by more than 50 miles from the executive’s principal place of employment immediately prior to the relocation. Any assertion by an executive of a termination of employment for “Good Reason” will not be effective unless certain conditions regarding notice and cure are satisfied. Termination of Employment for Cause by the Company or without Good Reason by the Executive❙ All unvested awards are forfeited. In the Company or without Good Reason by the Executive | All unvested awards are forfeited. In the
event of termination for Cause by the Company, unexercised stock options are also forfeited. In the event of resignation without Good Reason by the executive, previously vested options may be exercised for 90 days after termination of employment.
If termination occursprior to the second anniversary of their employment with the Company, Mr. Lane and Mr. Rhenman are required to repay the one-time cash payments received at the time of their hiring. If termination occurs prior to the first anniversary or between the first and second anniversaries of the date of his employment with the Company, Mr. McMurray is required to pay all or 50%, respectively, of the one-time cash payment received at the time of his hiring.
| Termination of Employment without Cause by the Company | Stock options, RSUs, and PSUs vest pro-rata
Stockoptions: Stock options provide for vesting in equal installments on the first three anniversaries of the grant date. In the event of termination without Cause, pro-ration is determined for each unvested installment separately based on the number of months worked from the date of grant until termination divided by the number of months from the date of grant until the original vesting date for that installment. The options may be exercised for 90 days after termination of employment.
RSUs andPSUs: Pro-ration is determined based on the number of months worked from the date of grant (for RSUs) or beginning of the relevant performance period (for PSUs) until termination divided by the number of months in the vesting or performance period, respectively. The number of units earned under the PSUs is based on performance over the applicable three-year performance period as determined by the Compensation Committee in the first quarter after the end of the performance period and can range from 0 to 200% of target.
|
LYONDELLBASELL 2020 PROXY STATEMENT 56
❙ Stock options, RSUs, and PSUs vest pro-rata. Cash retention awards vest in full. ❙ Stock options: Stock options provide for vesting in equal installments on the first three anniversaries of the grant date. In the event of termination without Cause, pro-ration is determined for each unvested installment separately based on the number of months worked from the date of grant until termination divided by the number of months from the date of grant until the original vesting date for that installment. The options may be exercised for 90 days after termination of employment. ❙ RSUs and PSUs: Pro-ration is determined based on the number of months worked from the date of grant (for RSUs) or beginning of the relevant performance period (for PSUs) until termination divided by the number of months in the vesting or performance period, respectively. The number of units earned under the PSUs is based on performance over the applicable three-year performance period as determined by the C&TD Committee in the first quarter after the end of the performance period and can range from 0 to 200% of target. ❙ For all NEOs other than Mr. Patel, all unvested awards are forfeited and previously vested options may be exercised for 90 days after termination of employment. ❙ Pursuant to his employment agreement, Mr. Patel’s awards would have vested pro-rata, based on the same calculations as in the case of a termination without Cause. LYONDELLBASELL 2022 PROXY STATEMENT 67 Termination of Employment with Good Reason by the Executive
| For all NEOs other than Mr. Patel, all unvested awards are forfeited and previously vested options may be exercised for 90 days after termination of employment.
Pursuant to his employment agreement, Mr. Patel’s awards vest pro-rata, based on the same calculations as in the case of a termination without Cause.
| Termination of Employment without Cause by the Company or with Good Reason by the Executive within 12 Months of a Change in Control
| Stock options and RSUs: All stock options and RSUs are immediately vested. Stock options remain exercisable for 90 days.
PSUs: PSUs vest pro-rata based on the number of months worked from the beginning of the performance period until termination divided by the number of months in the performance period. The number of units earned under the PSUs is based on the Compensation Committee’s determination of performance results as of the last quarter prior to the change in control.
| Retirement
| All awards vest pro-rata, based on the same calculations as in the case of a termination without Cause. Stock options remain exercisable for five years or their original term, whichever is shorter.
For awards granted in February 2020, executives who retire after age 60 with at least 10 years of service are eligible for continued vesting of their full awards on the original vesting schedule, subject to compliance with customary restrictive covenants.
| Death or Disability
| Stock Options and RSUs: Stock options and RSUs vest immediately. The stock options remain exercisable for one year.
PSUs: PSUs vest pro-rata, based on the same calculations as in the case of a termination without Cause.
|
Back to Contents ❙ Stock options and RSUs: All stock options and RSUs are immediately vested. Stock options remain exercisable for 90 days. ❙ PSUs: PSUs vest pro-rata based on the number of months worked from the beginning of the performance period until termination divided by the number of months in the performance period. The number of units earned under the PSUs is based on the C&TD Committee’s determination of performance results as of the last quarter prior to the change in control. ❙ Cash Retention Awards: Cash retention awards vest in full in the event of termination without Cause, but are forfeited in the event of termination with Good Reason. ❙ Under the Company’s award agreements, “Retirement” means an executive’s voluntarily initiated termination of service (i) on or after age 55 with 10 years of service or (ii) for awards granted prior to 2020 and all awards granted to Mr. Rhenman, on or after age 65. For awards granted to Messrs. Guilfloyle, Lane, McMurray, and Rhenman in February 2020 and awards granted to all NEOs in February 2021 and since, “Enhanced Retirement” means an executive’s voluntarily initiated termination of service on or after age 60 with at least 10 years of service. Mr. Patel retired from the Company on December 31, 2021. Based on their current ages and tenures, none of our other NEOs currently meet the requirements for Retirement or Enhanced Retirement. ❙ In the event of Retirement, all awards (other than cash retention awards) vest pro-rata, based on the same calculations as in the case of a termination without Cause. Stock options remain exercisable for five years or their original term, whichever is shorter. In the event of Enhanced Retirement, all awards vest in full on their original vesting schedule. The Company's award agreements provide that an executive who meets the requirements for Enhanced Retirement will be subject to non-competition, non-solicitation, and other restrictive covenants for two years following his or her retirement and, beginning with 2022 awards, executives who meet the requirements for Retirement will also be subject to one-year restrictive covenants. Stock options remain exercisable for their original term. Mr. Patel’s awards vested pro rata on December 31, 2021. ❙ Stock Options and RSUs: Stock options and RSUs vest immediately. The stock options remain exercisable for one year. ❙ PSUs and Cash Retention Awards: PSUs and cash retention awards vest pro-rata, based on the same calculations as for PSUs in the case of a termination without Cause. In accordance with SEC disclosure requirements, the tables below show, in dollars, the amounts our NEOs could receive in different circumstances if the termination events occurred as of December 31, 2019.2021. We excluded any amounts for benefits or payments that are available to all salaried employees of the Company. TheExcept with respect to Mr. Patel, who retired from the Company on December 31, 2021 and received the amounts described under “Retirement,” below, the amounts shown are not the amounts the NEO would actually receive in a termination event, but are calculated as described below. DEATH OR DISABILITY death or disaBility
| Accelerated
Option Awardss | Accelerated RSUs(2) | Pro-rated PSUs(3) | Cash Severance
Payment(4) | Total(5) | Accelerated
Option Awards(1) | Accelerated
RSUs(2) | Pro-rated
PSUs(3) | Pro-rated Cash Awards(4) | Cash Severance
Payment(5) | Total(6) | Bob Patel | 2,258,156 | 10,943,996 | 5,601,058 | — | 18,803,210 | 1,669,957 | 6,475,745 | 10,772,832 | — | 18,918,534 | Michael McMurray | – | 2,183,244 | – | — | 2,183,244 | 300,854 | 1,396,454 | 914,829 | 441,176 | — | 3,053,313 | Thomas Aebischer | 244,479 | 1,764,981 | 1,127,524 | — | 3,136,844 | | Dan Coombs | 171,290 | 1,564,400 | 917,212 | — | 2,652,902 | | Torkel Rhenman | | 286,075 | 1,058,892 | 1,268,992 | 588,235 | — | 3,202,194 | Ken Lane | 123,376 | 1,825,921 | 153,719 | — | 2,103,016 | 263,892 | 1,276,739 | 1,160,254 | 588,235 | — | 3,289,120 | Torkel Rhenman | 137,591 | 972,294 | 171,481 | — | 1,281,366 | | Jim Guilfoyle | | 199,957 | 1,032,792 | 1,171,875 | 588,235 | — | 2,992,859 |
termiNatioN By Neo for good reasoNTERMINATION BY NEO FOR GOOD REASON
| Pro-rated
Option Awards | Pro-rated RSUs | Pro-rated PSUs | Cash Severance
Payment(4) | Total(5) | Pro-rated
Option Awards(1) | Pro-rated
RSUs(2) | Pro-rated
PSUs(3) | Cash Awards(4) | Cash Severance
Payment(5) | Total(6) | Bob Patel | 1,754,713 | 7,658,832 | 5,601,058 | 6,142,501 | 21,157,104 | 1,374,805 | 5,206,661 | 10,772,832 | — | 6,142,501 | 23,496,799 | Michael McMurray | – | 1,520,000 | — | 1,565,600 | Thomas Aebischer | – | 1,512,539 | | Ddan Coombs | – | 1,304,160 | | Torkel Rhenman | | — | 1,506,890 | Ken Lane | – | 1,387,500 | — | 1,506,890 | Torkel Rhenman | – | 1,425,000 | | Jim Guilfoyle | | — | 1,330,000 |
LYONDELLBASELL 20202022PROXY STATEMENT 5768
Back to Contents TERMINATION WITHOUT CAUSE | Pro-rated Option Awards(1) | Pro-rated
RSUs(2) | Pro-rated
PSUs(3) | Accelerated
Cash Awards(4) | Cash Severance
Payment(5) | Total(6) | Bob Patel | 1,374,805 | 5,206,661 | 10,772,832 | — | 6,142,501 | 23,496,799 | Michael McMurray | 240,275 | 951,444 | 914,829 | 1,500,000 | 1,565,600 | 5,172,148 | Torkel Rhenman | 229,651 | 770,767 | 1,268,992 | 2,000,000 | 1,506,890 | 5,776,300 | Ken Lane | 211,812 | 960,483 | 1,160,254 | 2,000,000 | 1,506,890 | 5,839,439 | Jim Guilfoyle | 163,770 | 870,005 | 1,171,875 | 2,000,000 | 1,330,000 | 5,535,650 |
retiremeNt or termiNatioN Without CauseRETIREMENT
| Pro-rated
Option Awards(1) | Pro-rated RSUs(2) | Pro-rated PSUs(3) | Cash Severance
Payment(4) | Total(5) | Pro-rated
Option Awards(1) | Pro-rated
RSUs(2) | Pro-rated
PSUs(3) | Cash Awards(4) | Cash Severance
Payment(5) | Total(6) | Bob Patel | 1,754,713 | 7,658,832 | 5,601,058 | 6,142,501 | 21,157,104 | 1,374,805 | 5,206,661 | 10,772,832 | — | 17,354,298 | Michael McMurray | – | 222,406 | – | 1,520,000 | 1,742,406 | 240,275 | 951,444 | 914,829 | — | 2,106,548 | Thomas Aebischer(6) | 143,565 | 1,104,849 | 1,127,524 | 1,512,539 | 3,888,477 | | Dan Coombs | 101,615 | 1,016,417 | 917,212 | 1,304,160 | 3,339,404 | | Torkel Rhenman | | 229,651 | 770,767 | 1,268,992 | — | 2,269,410 | Ken Lane | 37,702 | 525,970 | 153,719 | 1,387,500 | 2,104,891 | 211,812 | 960,483 | 1,160,254 | — | 2,332,549 | Torkel Rhenman | 42,054 | 261,521 | 171,481 | 1,425,000 | 1,900,056 | | Jim Guilfoyle | | 163,770 | 870,005 | 1,171,875 | — | 2,205,650 |
termiNatioN Without Cause or By Neo for good reasoN WithiNTERMINATION WITHOUT CAUSE OR BY NEO FOR GOOD REASON WITHIN 12 moNths of a ChaNge iN CoNtrolMONTHS OF A CHANGE IN CONTROL
| Accelerated
Option Awards(1) | Accelerated RSUs(2) | Pro-rated PSUs(3) | Cash Severance
Payment(4) | Total(5) | Bob Patel | 2,258,156 | 10,943,996 | 5,601,058 | 10,237,501 | 29,040,711 | Michael McMurray | – | 2,183,244 | – | 1,520,000 | 3,703,244 | Thomas Aebischer | 244,479 | 1,764,981 | 1,127,524 | 1,512,539 | 4,649,523 | Dan Coombs | 171,290 | 1,564,400 | 917,212 | 1,304,160 | 3,957,062 | Ken Lane | 123,376 | 1,825,921 | 153,719 | 1,387,500 | 3,490,516 | Torkel Rhenman | 137,591 | 972,294 | 171,481 | 1,425,000 | 2,706,366 |
| (1) | The values for stock options included are calculated based on the number of options that would vest, multiplied by the difference between $94.48, the market value of our common stock as of December 31, 2019 (determined as the closing price of our common stock on the last preceding trading day), and the exercise price of the stock option. Amounts actually received by the NEO would depend on the fair market value of our shares when the options are exercised. |
| (2) | The values of the RSUs are based on the number of RSUs that would vest multiplied by the fair market value of our stock on December 31, 2019, which may be different than the fair market value of our stock upon a termination event. |
| (3) | PSUs granted in 2018 and 2019 accumulate dividend equivalents that are converted to additional units at the end of the performance period, subject to the same terms and conditions as the original award. The values of the PSUs are based on the number of units that would vest multiplied by the market value of our stock on December 31, 2019. The values above assume that the payout is at target, or 100%. The actual payout would be determined by the Compensation Committee after the performance period or, in the case of termination without Cause or by the NEO for Good Reason within twelve months of a change in control, as of the end of the last quarter prior to the change in control. Also, although the values are calculated as of December 31, the shares would not be issued until the first quarter after the end of the original performance period of the awards. |
| (4) | No amounts are included for 2019 bonus payments under the STI program because the NEOs would be entitled to the same payment with or without a termination event. |
| (5) | In addition (and not shown above), Mr. Patel would receive twelve months of continued coverage under the Company’s health plans for himself and his dependents, which is valued at approximately $22,000. Each of the other NEOs would receive a lump sum payment of approximately $33,000 for the cost of eighteen months of continuation coverage premiums for medical coverage for himself and his dependents in any termination event other than death and disability. All NEOs other than Mr. Patel would also receive Company-provided outplacement services, with a value of up to $20,000. | | (6) | Mr. Aebischer retired from the Company on December 31, 2019. Pursuant to an employment transition agreement, Mr. Aebischer waived his rights to severance under the Executive Severance Plan and received a transition payment of $500,000, $250,000 of which was paid upon his retirement and the remaining $250,000 of which has been and will continue to be paid in equal monthly installments over the one-year period following his retirement, subject to continued compliance with customary post-employment covenants. Mr. Aebischer’s unvested equity awards vested pro rata on the terms described above. |
| Accelerated
Option Awards(1) | Accelerated RSUs(2) | Pro-rated
PSUs(3) | Accelerated
Cash Awards(4) | Cash Severance
Payment(5) | Total(6) | Bob Patel | 1,669,957 | 6,475,745 | 10,772,832 | — | 10,237,501 | 29,156,035 | Michael McMurray | 300,854 | 1,396,454 | 914,829 | 1,500,000 | 1,565,600 | 5,677,737 | Torkel Rhenman | 286,075 | 1,058,892 | 1,268,992 | 2,000,000 | 1,506,890 | 6,120,849 | Ken Lane | 263,892 | 1,276,739 | 1,160,254 | 2,000,000 | 1,506,890 | 6,207,775 | Jim Guilfoyle | 199,957 | 1,032,792 | 1,171,875 | 2,000,000 | 1,330,000 | 5,734,624 | (1) The values for stock options included are calculated based on the number of options that would vest, multiplied by the difference between $92.23, the market value of our common stock as of December 31, 2021, and the exercise price of the stock option. Amounts actually received by the NEO would depend on the fair market value of our shares when the options are exercised. (2) The values of the RSUs are based on the number of RSUs that would vest multiplied by the fair market value of our stock on December 31, 2021, which may be different than the fair market value of our stock upon a termination event. (3) PSUs accumulate dividend equivalents that are converted to additional units at the end of the performance period, subject to the same terms and conditions as the original award. The values of the PSUs are based on the number of units that would vest multiplied by the market value of our stock on December 31, 2021. The values above assume that the payout is at target, or 100%. The actual payout would be determined by the C&TD Committee after the performance period or, in the case of termination without Cause or by the NEO for Good Reason within twelve months of a change in control, as of the end of the last quarter prior to the change in control. Also, although the values are calculated as of December 31, the shares would not be issued until the first quarter after the end of the original performance period of the awards. (4) Cash retention awards vest, pro-rata or in full, in the event of death, disability, or termination without Cause. No payouts would occur in the event of retirement or termination for Good Reason. (5) No amounts are included for 2021 bonus payments under the STI program because the NEOs would be entitled to the same payment with or without a termination event. (6) In addition (and not shown above), Mr. Patel received twelve months of continued coverage under the Company’s health plans for himself and his dependents, which is valued at approximately $22,700. Each of the other NEOs would receive a lump sum payment of approximately $34,000 for the cost of eighteen months of continuation coverage premiums for medical coverage for himself and his dependents in any termination event other than death and disability. All other NEOs would also receive Company-provided outplacement services, with a value of up to $20,000. (7) Mr. Patel retired from the Company on December 31, 2021, and his unvested equity awards vested pro rata on the terms described above. |
LYONDELLBASELL 2020 2022PROXY STATEMENT 5869
Back to Contents EQUITYCOMPENSATION PLAN INFORMATION The following table provides information as of December 31, 20192021 about the number of shares to be issued upon vesting or exercise of equity awards and the number of shares remaining available for issuance under our equity compensation plans. | | Number of Securities to be | | Number of Securities | | | Issued Upon Exercise of | Weighted-Average Exercise | Remaining Available for | | | Outstanding Options, | Price of Outstanding Options, | Future Issuance Under Equity | | Plan Category | Warrants, and Rights(2)(3) | Warrants, and Rights(4) | Compensation Plans(5) | | Equity compensation plans approved by | 3,878,541 | $ 90.10 | 4,964,787 | | security holders(1) | | | | | Equity compensation plans not approved | — | — | — | | by security holders | | | | | TOTAL | 3,878,541 | $ 90.10 | 4,964,787 |
| (1) | Includes the LTIP and the LyondellBasell Global Employee Stock Purchase Plan, as amended and restated (the “ESPP”). |
| (2) | Includes 1,781,466 shares that may be issued pursuant to outstanding stock options, 612,578 shares that may be issued pursuant to outstanding RSUs, and 742,249 shares that may be issued pursuant to outstanding PSUs. The Compensation Committee determines the actual number of shares the recipient receives at the end of a three-year performance period which may range from 0 to 200% of the target number of shares. Because up to 200% of the target number of shares may ultimately be issued, we have included an aggregate of 1,484,498 shares, the maximum possible payout under the PSUs, as the number that may be issued. |
| (3) | Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes. However, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be terminated before the end of an offering period and, due to the pricing feature, the purchase price and corresponding number of shares to be purchased is unknown. |
| (4) | Includes only the weighted-average exercise price of the outstanding stock options. Does not include RSUs or PSUs, as those awards have no exercise price associated with them. Also excludes purchase rights under the ESPP for the reasons described in note (3) above. |
| (5) | The shares remaining available as of December 31, 2019 include 4,064,350 shares under the LTIP and 900,437 shares under the ESPP. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(2)(3) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(4) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(5) | Equity compensation plans approved by security holders(1) | 4,852,103 | $ 91.50 | 13,427,489 | Equity compensation plans not approved by security holders | – | – | – | TOTAL | 4,852,103 | $ 91.50 | 13,427,489 | (1) Includes the LTIP and the LyondellBasell Global Employee Stock Purchase Plan, as amended and restated (the “ESPP”). (2) Includes 2,448,678 shares that may be issued pursuant to outstanding stock options and 738,609 shares that may be issued pursuant to outstanding RSUs. Additionally, 832,408 PSUs were outstanding as of December 31, 2021, including accrued dividend equivalents. The C&TD Committee determines the actual number of shares the recipient receives at the end of a three-year performance period which may range from 0 to 200% of the target number of shares. Because up to 200% of the target number of shares may ultimately be issued, we have included an aggregate of 1,664,816 shares, the maximum possible payout under the PSUs, as the number that may be issued. (3) Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes. However, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be terminated before the end of an offering period and, due to the pricing feature, the purchase price and corresponding number of shares to be purchased is unknown. (4) Includes only the weighted-average exercise price of the outstanding stock options. Does not include RSUs or PSUs, as those awards have no exercise price associated with them. Also excludes purchase rights under the ESPP for the reasons described in note (3) above. (5) The shares remaining available as of December 31, 2021 include 10,068,676 shares under the LTIP and 3,358,813 shares under the ESPP. |
CEOLYONDELLBASELL 2022 PROXY STATEMENT 70
Back to Contents CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K,SEC rules, we are required to provide the following information with respect to fiscal 2019:2021: | | ❙ The annual total compensation of the global median employee of our company (other than Mr. Patel, our CEO), was $86,466; |
| | The annual total compensation of Mr. Patel, our Chief Executive Officer, was $15,943,313; and |
| | Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the global median employee is 184 to 1. |
For 2019, we identified a new global median employee due to a substantial increase in our employee population as a result of our acquisitioncompany (other than Mr. Patel, our former CEO), was $106,258;
❙ The annual total compensation of A. Schulman, Inc. in August 2018. As disclosed inMr. Patel, our 2019 proxy statement, A. Schulman employees were excluded fromformer Chief Executive Officer, was $19,011,033; and ❙ Based on this information, the determinationratio of the median employee for 2018 as permitted by SEC rules. Theannual total compensation of our Chief Executive Officer to the annual total compensation of the global median employee is 179 to 1. For fiscal year 2021, we used the same global median employee as for 2020, who was selected as an employee with substantially similar compensation to the (since departed) 2019 global median employee. We calculated 2021 total compensation for the selected employee using the same methodology used for our NEOs, as set forth in the Summary Compensation Table. Our 2019 global median employee was originally identified as follows: for fiscal year 2019, was identified by examiningwe examined the 2019 total compensation for all regular full -full- and part-time employees who were actively employed by the Company on December 31, 2019 and students and interns who were hired for partial periods during 2019. For these employees, we calculated annual compensation using the following methodology and guidelines: ❙ To find the annual total compensation of all of our employees (other than our CEO), we considered all gross and net components of compensation (including short- and long-term incentives) received by each employee and documented in the year-end payroll records for 2019. ❙ Compensation for full- and part-time employees hired during 2019 and still active as of December 31, 2019 was annualized. Compensation for all students and interns hired for partial periods during 2019 was not annualized. ❙ Annual compensation for expatriate employees and employees involved in permanent cross-border transfers during 2019 was calculated using all relevant country payroll records. In accordance with SEC rules, we will select a new global median employee for 2022, using methodology and guidelines consistent with the approach used to determine our median employee for 2017 and 2018:those described above. | | To find the annual total compensation of all of our employees (other than our CEO), we considered all gross and net components of compensation (including short- and long-term incentives) received by each employee and documented in the year-end payroll records for 2019. |
| | Compensation for full- and part-time employees hired during 2019 and still active as of December 31, 2019 was annualized. Compensation for all students and interns hired for partial periods during 2019 was not annualized. |
| | Annual compensation for expatriate employees and employees involved in permanent cross-border transfers during 2019 was calculated using all relevant country payroll records. |
After identifying the global median employee, we calculated 2019 total compensation for the selected employee using the same methodology used for our NEOs as set forth in the Summary Compensation Table.
LYONDELLBASELL20202022 PROXY STATEMENT 5971
Back to Contents ITEM 7 | RATIFICATION AND APPROVAL OF DIVIDENDS |
| The Board recommends that you voteFOR the proposal to ratify and approve the payment of dividends in respect of the 2019 Dutch statutory annual accounts. |
DISCUSSION OF DIVIDEND POLICY
Pursuant to the Dutch Corporate Governance Code, we provide shareholders with an opportunity to discuss our dividend policy and any major changes in that policy each year at our annual general meeting.
Our dividend policy continues to be to pay a consistent quarterly dividend, with the goal of increasing the dividend over time. Through March 31, 2020, we have paid an aggregate of approximately $15.4 billion in dividends since we began our dividend program in 2011, increasing the dividend payments from $0.10 per share in the second quarter of 2011 to $1.05 per share in 2019. The Company’s strong balance sheet and results of operations support the continuation of this dividend program.
Pursuant to our Articles of Association, the Board has determined the amount, if any, out of our annual profits to be allocated to reserves prior to the payment of dividends. The portion of our annual profits that remains after the reservation is available for dividend payments as approved by shareholders. The determination to pay any dividends will be made after a review of the Company’s expected earnings, the economic environment, financial position, and prospects of the Company, and any other considerations deemed relevant by the Board.
The Company paid an aggregate of $4.20 per share from its 2019 Dutch statutory annual accounts, for a total of approximately $1.4 billion. This includes interim dividends of $1.05 per share paid in each of the second, third and fourth quarters of 2019 and the first quarter of 2020.
ITEM 8 | AUTHORIZATION TO CONDUCT SHARE REPURCHASES |
| The Board recommends that you voteFORthe proposal to grant authority to the Board to repurchase up to 10% of our issued share capital until November 29, 2021.27, 2023. |
Under Dutch law and our Articles of Association, shareholder approval is necessary to authorize our Board to repurchase shares. At the extraordinaryannual general meeting of shareholders held on September 12, 2019,May 28, 2021, shareholders authorized the Board to repurchase up to 10% of our outstanding shares. As of April 1, , 2020,2022, we have repurchased an aggregate of approximately 50,000[___] million shares pursuant to this authorization. Adoption of the current proposal will give us the flexibility to continue to repurchase shares if we believe it is an appropriate use of our excess cash.liquidity. The number of shares repurchased, if any, and the timing and manner of any repurchases will be determined after taking into consideration prevailing market conditions, our available resources, and other factors that cannot now be predicted. In order to provide us with sufficient flexibility, we propose that shareholders grant authority to the Board to repurchase up to 10% of our issued share capital as of the date of the Annual Meeting (or, based on the number of shares currently issued as of April 1, 2022, approximately 34.0 million34,005,000 shares) on the open market, through privately negotiated repurchases, in self-tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares up to 110% of the market price for our shares; provided that (i) for open market or privately negotiated repurchases, the market price shall be the price for our shares on the NYSE at the time of the transaction; (ii) for self-tender offers, the market price shall be the volume weighted average price (“VWAP”) for our shares on the NYSE during a period, determined by the Board, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our shares on the NYSE over the term of the arrangement. The VWAP for any number of trading days shall be calculated as the arithmetic average of the daily VWAP on those trading days. If approved, the authority will extend for 18 months from the date of the Annual Meeting, or until November 29, 2021,27, 2023, and will replace the current repurchase authorization of the Board which was grantedapproved by shareholders at the extraordinaryannual general meeting on September 12, 2019.May 28, 2021. Any shares repurchased under this authority may be cancelled pursuant to the authorization to cancel shares requested under Item 98 below. LYONDELLBASELL2020 PROXY STATEMENT 60
ITEM 9
| CANCELLATION OF SHARES
|
| The Board recommends that you voteFORthe proposal to cancel all or a portion of the shares in our treasury account. |
Under Dutch law and our Articles of Association, shareholder approval is necessary to cancel ordinary shares that are held in treasury by us, or that may in the future be held in treasury by us as a result of share repurchases. Also under Dutch law, the number of shares held by us, or our subsidiaries, may not exceed 50% of our issued share capital at any time. As of April 1, , 2020,2022, we held approximately 6.4[___] million shares in our treasury account, primarily as the result of share repurchases. Treasury shares, if not cancelled, may be used for general corporate purposes, including for issuance under our equity compensation plans. We are requesting that shareholders approve the cancellation of all or any portion of shares held in our treasury account or that may be repurchased pursuant to the authority requested under Item 8,7, above. If this Item 98 is adopted, the cancellation of treasury shares may be executed in one or more tranches. The number of treasury shares that will be cancelled, if any, will be determined by the Board. If the Board determines it is appropriate to cancel our shares, we will follow the procedure set forth under Dutch law to cancel treasury shares from time to time. In accordance with Dutch statutory provisions, the cancellation of treasury shares will not be effective until two months after the resolution to cancel treasury shares has been filed with the Dutch Trade Register and announced in a Dutch national daily newspaper. Once the procedure is complete, the relevant treasury shares will be cancelled. If this Item 98 is not approved, we will not cancel any treasury shares unless the general meeting of shareholders approves such cancellation at a later date. LYONDELLBASELL20202022 PROXY STATEMENT 6172
Back to Contents SECURITIES OWNERSHIP SIGNIFICANT SHAREHOLDERS The table below shows information for shareholders known to us to beneficially own more than 5% of our shares. Name and Address | Shares Beneficially Owned | Number | Percentage(1) | Certain affiliates of Access Industries, LLC(2)
730 Fifth Ave., 20th Floor, New York, NY 10019 | 70,530,181 | [ ]% | Capital International Investors(3)
333 South Hope Street, Los Angeles, CA 90071 | 31,649,139 | [ ]% | The Vanguard Group(4)
100 Vanguard Blvd., Malvern, PA 19355 | 30,517,101 | [ ]% | BlackRock, Inc.(5)
55 East 52nd Street, New York, NY 10055 | 20,254,192 | [ ]% | (1) All percentages are based on [ ] shares outstanding as of April 1, 2022. (2) Information is based on a Schedule 13D/A filed with the SEC on May 6, 2021. Access Industries is a privately-held U.S. industrial group which controls directly or indirectly AI International Chemicals S.à r.l. and certain other entities that are recordholders of our outstanding shares (collectively, the “Access Recordholders”). Len Blavatnik controls Access Industries and may be deemed to beneficially own the shares held by one or more of the Access Recordholders. Access Industries and each of its affiliated entities and the officers, partners, members, and managers thereof (including, without limitation, Mr. Blavatnik), other than the applicable Access Recordholder, disclaim beneficial ownership of any shares owned by the Access Recordholders. (3) Information is based on a Schedule 13G/A filed with the SEC on February 11, 2022 by Capital International Investors reporting beneficial ownership of the Company’s stock as of December 31, 2021. The shareholder reports sole voting power with respect to 31,609,536 shares and sole dispositive power with respect to 31,649,139 shares. (4) Information is based on a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group reporting beneficial ownership of the Company’s stock as of December 31, 2021. The shareholder reports sole voting power with respect to 0 shares and sole dispositive power with respect to 29,427,063 shares. (5) Information is based on a Schedule 13G/A filed with the SEC on February 3, 2022 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock as of December 31, 2021, on behalf of its direct and indirect subsidiaries including BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock (Singapore) Limited, BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC, BlackRock Japan Co., Ltd., BlackRock Life Limited, iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc, Aperio Group, LLC, and FutureAdvisor, Inc. The shareholder reports sole voting power with respect to 18,023,429 shares and sole dispositive power with respect to 20,254,192 shares. |
LYONDELLBASELL 2022 PROXY STATEMENT 73
Back to Contents BENEFICIAL OWNERSHIP Information relating to the beneficial ownership of our shares by each director, director nominee, and executive officer named in the Summary Compensation Table is included below, as is information with respect to all of these individuals and all other executive officers of the Company, as a group. Shares are considered to be beneficially owned by a person if he or she, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of March 15, 2022. The individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding shares as of March 15, 2022. Name | Number of | Stock Options Exercisable Within 60 days | Shares | RSUs(1) | Jacques Aigrain | 16,724 | – | – | Lincoln Benet | 6,208 | – | – | Jeet Bindra(2) | 15,879 | – | – | Robin Buchanan | 26,733 | – | – | Tony Chase | – | – | – | Stephen Cooper | 19,130 | – | – | Nance Dicciani | 26,192 | – | – | Bob Dudley | – | – | – | Claire Farley | 16,012 | – | – | Michael Hanley | 6,206 | – | – | Virginia Kamsky | – | – | – | Albert Manifold | 4,745 | – | – | Peter Vanacker | – | – | – | Bob Patel(3) | 333,427 | – | 1,156,512 | Michael McMurray | 10,255 | – | 114,906 | Torkel Rhenman | 13,368 | – | 39,771 | Ken Lane | 15,263 | – | 23,386 | Jim Guilfoyle | 18,430 | – | 77,931 | ALL DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (23 PERSONS) | 596,707 | – | 1,583,497 | (1) Represents RSUs (each equivalent to a share of LyondellBasell stock) that will vest within 60 days. (2) Includes 9,200 shares owned by the Bindra Family Revocable Trust. Mr. Bindra disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. (3) Includes 207,375 shares held in family trusts. Mr. Patel disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
QUESTIONSLYONDELLBASELL 2022 PROXY STATEMENT 74
Back to Contents QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING Who is soliciting my vote? Our Board is soliciting your vote on voting matters submitted for approval at the Company’s 20202022 Annual General Meeting of Shareholders. Why are these matters being submitted for voting? In accordance with Dutch law and the rules and regulations of the NYSE and the SEC, we are required to submit certain items for the approval of our shareholders. Several matters that are within the authority of a company’s board of directors under most U.S. state corporate laws require shareholder approval under Dutch law. Additionally, in accordance with Dutch corporate governance guidelines, we provide for the discussion at our Annual Meeting of certain topics that are not subject to a shareholder vote, including our governance practices and our dividend policy. The discharge from liability of our directors, the adoption of our 20192021 Dutch statutory annual accounts, the appointment of the auditor for our 20202022 Dutch statutory annual accounts, the approval of dividends, the authorization to repurchase shares, and the cancellation of shares held in our treasury account are all items that we are required to submit to shareholders due to our incorporation in the Netherlands. How does the Board of Directors recommend that I vote my shares? The Board of Directors recommends that you voteFOR each of the voting items presented in this proxy statement. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in favor of each of the voting items in accordance with the recommendation of the Board of Directors. Who is entitled to vote? You may vote your LyondellBasell shares at the Annual Meeting if you are the record owner of such shares as of the close of business on May 1, 2020April 29, 2022 (the “Record Date”). You are entitled to one vote for each share of LyondellBasell common stock that you own. As of April 1, , 2020,2022, there were 333,617,879[_______] shares of LyondellBasell common stock outstanding and entitled to vote at the Annual Meeting. How many votes must be present to hold the meeting? Your shares are counted as present at the Annual Meeting if you held such shares as of the Record Date and (i) properly return a proxy by Internet, telephone, or mail or (ii) if in person attendance at the Annual Meeting is possible, properly notify us of your intention to attend the Annual Meeting, attend the meeting, and vote in person. There are no quorum requirements under Dutch law and, as a result, we may hold our meeting regardless of the number of shares that are present in person or by proxy. How many votes are needed to approve each of the proposals?voting items? The number of votes required to approve the matters presented in this proxy statement varies by proposal:item: | | Pursuant to the Dutch Civil Code and our Articles of Association, the nomination of a candidate to our Board (Item 1) is binding on shareholders unless 2/3 of the votes cast at the Annual Meeting, representing at least 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares), vote against the nominee. This means that a nominee will be elected unless the votes against him or her constitute 2/3 of the votes cast and represent at least 50% of our issued share capital. |
| | Under Dutch law, the cancellation of shares held in our treasury account (Item 9) requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If, however, less than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares) is represented at the Annual Meeting, the proposal will require the affirmative vote of at least 2/3 of the votes cast. |
| | Each other proposal set forth in this proxy statement requires the affirmative vote of a majority of the votes cast by shareholders in order to be approved. |
❙ Pursuant to the Dutch Civil Code and our Articles of Association, the nomination of a candidate to our Board (Item 1) is binding on shareholders unless 2/3 of the votes cast at the Annual Meeting, representing more than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares), vote against the nominee. This means that a nominee will be elected unless the votes against him or her constitute 2/3 of the votes cast and represent more than 50% of our issued share capital. LYONDELLBASELL20202022 PROXY STATEMENT 6275
Back to Contents ❙ Under Dutch law, the cancellation of shares held in our treasury account (Item 8) requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If, however, less than 50% of the Company’s issued share capital (which for this purpose includes only our outstanding shares) is represented at the Annual Meeting, the proposal will require the affirmative vote of at least 2/3 of the votes cast. ❙ Each other voting item set forth in this proxy statement requires the affirmative vote of a majority of the votes cast by shareholders in order to be approved. How do I vote? You can vote by proxy without attending the meeting or if possible given COVID-19 developments and restrictions on travel and public gatherings, in person at the meeting. To vote by proxy, you must vote over the Internet, by telephone, or by mail. Instructions for each method of voting are included on the proxy card. If you hold your LyondellBasell shares in a brokerage account (that is, you hold your shares in “street name”), your ability to vote by telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or voter instruction form. Given current travel and meeting restrictions related to the COVID-19 pandemic, including the prohibition on all public gatherings in the Netherlands through June 1, 2020, it may not be possible or advisable for shareholders to attend the Annual Meeting in person. The Company will provide virtual access to shareholders through a live webcast. Shareholders will be able to ask questions during and in advance of the meeting but will be required to vote their shares by proxy in advance. Please see “Who can attend the Annual Meeting?” below for additional information regarding participation in the Annual Meeting.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy in advance. If you plan to vote in person at the Annual Meeting and you hold your LyondellBasell shares in street name, you must obtain a proxy from your broker and bring that proxy to the meeting. Can I change my vote? Yes. You can change or revoke your vote at any time before the polls close at the Annual Meeting. You can do this by: | | Entering a new vote by telephone or over the Internet prior to 11:59 p.m. Eastern Time on May 27, 2020; |
| | Signing another proxy card with a later date and returning it to us by a method that allows us to receive the proxy prior to the Annual Meeting; |
| | Sending us a written document revoking your earlier proxy; or |
| | If possible, attending the Annual Meeting and voting your shares in person (attendance at the Annual Meeting will not, by itself, revoke a proxy previously given by you). It will not be possible to vote through the live webcast, and shareholders intending to attend the Annual Meeting remotely will be required to vote and change or revoke that vote by proxy in advance. |
❙ Entering a new vote by telephone or over the Internet prior to 11:59 p.m. Eastern Time on May 25, 2022; ❙ Signing another proxy card with a later date and returning it to us by a method that allows us to receive the proxy prior to the Annual Meeting; ❙ Sending us a written document revoking your earlier proxy; or ❙ Attending the Annual Meeting and voting your shares in person (attendance at the Annual Meeting will not, by itself, revoke a proxy previously given by you). Who counts the votes? We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot at the Annual Meeting. Will my shares be voted if I do not provide my proxy and do not attend the Annual Meeting? If you do not provide a proxy or vote your shares in person, the shares held in your name will not be voted. Please note that it will not be possible to vote through the live webcast, and all shareholders intending to attend the Annual Meeting remotely must vote by proxy in advance. If you hold your shares in street name, your broker may be able to vote your shares for certain “routine” matters even if you do not provide the broker with voting instructions. We believe that, pursuant to NYSE rules, Item 3, Item 4, Item 5,6, Item 7, Item 8, and Item 98, are considered routine matters. Therefore, without instructions from you, your broker may not vote your shares with respect to any other proposals,voting items, i.e. Item 1, Item 2, and Item 6.5. It is therefore important that you act to ensure your shares are voted. What is a broker non-vote? If a broker does not have discretion to vote shares held in street name on a particular proposalvoting item and does not receive instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on that proposal.voting item. This is known as a broker non-vote. Broker non-votes will have no effect on the vote for any mattervoting item properly introduced at the meeting. What if I return my proxy but don’t vote for some of the matters listed on my proxy card? If you return a signed proxy card without indicating your vote on all mattersvoting items listed, your shares will be voted FOR each of the mattersvoting items for which you did not vote. LYONDELLBASELL 2022 PROXY STATEMENT 76
Back to Contents How are votes counted? For all proposalsvoting items other than the election of nominees to our Board of Directors, you may voteFOR,,AGAINST, orABSTAIN. For the proposalvoting item for the election of nominees (Item 1), you may voteFOR,,AGAINST, orWITHHOLD with respect to each nominee. A vote to abstain or withhold does not count as a vote cast, and therefore will not have any effect on the outcome of any mattervoting item to be voted on at the Annual Meeting. LYONDELLBASELL2020 PROXY STATEMENT 63
Could other matters be decidedvoted on at the Annual Meeting? No. AnyAll matters to be decidedvoted on at the Annual Meeting must be included as voting items in the agenda for the meeting as described in this proxy statement. We will provide shareholders with an opportunity to discuss our corporate governance, dividend policy, and executive compensation program. However, there will be no vote on any of these matters. Who can attend the Annual Meeting? The Annual Meeting is open to all LyondellBasell shareholders who hold shares as of the close of business on May 1, 2020,April 29, 2022, the Record Date. If you would like to attend the Annual Meeting in person (if possible) or via webcast, you must inform us in writing of your intention to do so prior toon or before May 22, 2019,20, 2022, one week prior to the date of the meeting. The notice may be emailed tocorporatesecretary@lyb.comCorporateSecretary@LyondellBasell.com. Additional information regarding the availability of and procedures for in person attendance at the Annual Meeting, if possible, or webcast detailsincluding COVID-19 health and access informationsafety protocols, will be provided to shareholders who provide timely notice of intent to attend and proper evidence of their ownership of LyondellBasell shares as of the Record Date. Admittance of shareholders to the Annual Meeting whether in person or through the live webcast, will be governed by Dutch law. We are continuing to monitor COVID-19 developments closely and considering options to protect the health and safety of all meeting participants. Currently, emergency legislationclosely. If we determine that in-person attendance is pending in the Netherlands that would allow Dutch companies to hold shareholder meetings without physical attendance. If that legislation becomes effective and gatherings remain strongly discouragednot possible or advisable due to ongoing health concerns,anticipated circumstances at the time of the Annual Meeting, we may determine to hold the meeting solely by remote access. We will announce anyprovide information regarding alternative arrangements for the meeting by press releaseaccess as soon as practicable.available. Why are you providing remote access to the Annual Meeting?
Due to the significant health and safety concerns resulting from the emerging coronavirus (COVID-19) outbreak and related restrictions on travel and in person meetings, including the current prohibition on all public gatherings in the Netherlands through June 1, 2020, we recognize that it may not be possible or advisable for shareholders to attend the Annual Meeting. The remote access we are providing through our live webcast is intended to preserve shareholder access to and facilitate participation in the Annual Meeting in the current environment, and all shareholders in attendance will have the opportunity to ask questions during and in advance of the meeting.
The health and safety of our shareholders is of primary importance to us, and shareholders wishing to attend this year’s Annual Meeting are strongly encouraged to participate using the remote access provided.
What is the cost of this proxy solicitation? The Company will pay the cost of soliciting proxies for the Annual Meeting. Our directors, officers, and employees may solicit proxies by mail, by email, by telephone, or in person for no additional compensation. In addition, we have retained Georgeson LLC to assist in the solicitation of proxies for a fee of $12,500,$13,750, plus reimbursement of reasonable expenses. Why did my household receive a single set of proxy materials? SEC rules permit us to deliver a single copy of our annual report and proxy statement to any household at which two or more shareholders reside, if we believe the shareholders are members of the same family. If you prefer to receive your own copy of the proxy statement now or in future years, please request a duplicate set by phone at (800) 579-1639, through the Internet atwww.proxyvote.com, or by email tosendmaterial@proxyvote.com. If you hold your shares in street name and you received more than one set of proxy materials at your address, you may need to contact your broker or nominee directly if you wish to discontinue duplicate mailings to your household. Why did I receive a “notice of internet availability of proxy materials” but no proxy materials? We distribute our proxy materials to certain shareholders via the Internet using the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing our shareholders with a timely and convenient method of accessing the materials and voting. On or before April 17 [__], 2020,2022, we mailed a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet. In addition, we provided the notice and proxy materials by e-mail to certain shareholders who previously consented to electronic delivery of proxy materials. LYONDELLBASELL 2022 PROXY STATEMENT 77
Back to Contents How can I request to receive my “notice of internet availability of proxy materials” by e-mail for future shareholder meetings? You can request to receive proxy materials for future meetings by e-mail by following the electronic delivery enrollment instructions at www.proxyvote.com. If your shares are held in street name, please contact your bank or broker for information on electronic delivery options. If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until terminated. Can I submit a proposalan agenda item for the 20212023 shareholder meeting? Our Articles of Association provide that a shareholder representing at least one percent of our issued share capital can submit an agenda item for consideration at the Company’s general meeting of shareholders. Any such request must be received at least 60 days prior to the date of the annual meeting. Under SEC rules, if a shareholder wishes to include a proposal in our proxy materials for presentation at our 20212023 annual general meeting, the proposal must be received at our offices at LyondellBasell Industries, 4th4th Floor, One Vine Street, London W1J 0AH, United Kingdom, Attention: Corporate Secretary or sent tocorporatesecretary@lyb.comCorporateSecretary@LyondellBasell.com, by December 18 [__], 2020.2022. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended. LYONDELLBASELL20202022 PROXY STATEMENT 6478
Back to Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES This proxy statement makes reference to certain non-GAAP financial measures as defined in Regulation G of the U.S. Securities Exchange Act of 1934, as amended. We report our financial results in accordance with U.S. generally accepted accounting principles, but believe that certain non-GAAP financial measures, such as EBITDA exclusive of adjustments for lower of cost or market (“LCM”) and impairment, provide useful supplemental information to investors regarding the underlying business trends and performance of the company’s ongoing operations and are useful for period-over-period comparisons of such operations. Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP. APPENDIX A:
EBITDA, as presented herein, may not be comparable to a similarly titled measure reported by other companies due to differences in the way the measure is calculated. We calculate EBITDA as income from continuing operations plus interest expense (net), provision for (benefit from) income taxes, and depreciation & amortization. EBITDA should not be considered an alternative to profit or operating profit for any period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also present EBITDA, exclusive of adjustments for LCM and impairment. LCM is an accounting rule consistent with GAAP related to the valuation of inventory. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, which means that the most recently incurred costs are charged to cost of sales and inventories are valued at the earliest acquisition costs. Fluctuation in the prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods, within the same fiscal year as the charge, as market prices recover. Property, plant and equipment are recorded at historical costs. If it is determined that an asset or asset group’s undiscounted future cash flows will not be sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair value. | RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
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A reconciliation of EBITDA to net income to EBITDA, including and excluding adjustments, for the year ended December 31, 20192021 is shown in the following table: | Year ended | (amounts in millions) | December 31, 2019 | Net income(1)(2) | $ 3,397 | Loss from discontinued operations, net of tax | 7 | Income from continuing operations(1)(2) | 3,404 | Provision for income taxes(2) | 648 | Depreciation and amortization | 1,312 | Interest expense, net | 328 | EBITDA(3) | $ 5,692 |
| (1) | Includes after-tax charges for transaction and integration costs associated with the acquisition of A. Schulman of $12 million, $15 million, $33 million and $29 million in the first, second, third and fourth quarters, respectively. |
| (2) | Includes a non-cash benefit of $85 million related to previously unrecognized tax benefits and the release of associated accrued interest. |
| (3) | Includes pre-tax charges for transaction and integration costs associated with the acquisition of A. Schulman of $16 million, $19 million, $43 million and $38 million, respectively. |
(amounts in millions) | Year ended December 31, 2021 | Net income | $ | 5,617 | Loss from discontinued operations, net of tax | | 6 | Income from continuing operations | | 5,623 | Provision for income taxes | | 1,163 | Depreciation and amortization | | 1,393 | Interest expense, net | | 510 | add: LCM charges, pre-tax | | – | EBITDA excluding LCM | | 8,689 | add: Impairments, pre-tax | | 624 | EBITDA excluding LCM and impairment | | 9,313 | less: LCM charges, pre-tax | | – | less: Impairments, pre-tax | | (624) | EBITDA | $ | 8,689 |
LYONDELLBASELL20202022 PROXY STATEMENTA-1 
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