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This Proxy Statement contains forward-looking statements that can be identified by words such as "expect," "anticipate," "project," "will," "should," "believe," "intend," "plan," "assume," "estimate," "predict," "seek," "continue," "outlook," "may," "might," "aim," "can have," "likely," "potential," "target," "hope," "goal," "priority," "strategy," "objective" and variations of such words and similar expressions. Examples of forward-looking statements include, but are not limited to, statements, beliefs, projections and expectations regarding the Company's ability to drive sales and performance in terms of adjusted EBITDA, adjusted organicconstant currency EBITDA compound annual growth rate ("EBITDA CAGR"), adjusted earnings per share ("EPS"), cash return on investment ("CRI"), and free cash flow, organic net sales growth, gross margin and working capital (as %flow; the effective date of net sales);the Company's 2024 Incentive Compensation Plan; meeting financial and/or strategic long-term goals; expected key drivers of performance; probability of achievement of the performance target related to certain performance-based restricted stock units;units ("PRSUs"); outlook for the Company's markets and the demand for its products; the effects of global economic conditions, including as a result of the coronavirus (COVID-19) pandemic, onwar between Russia and Ukraine and the Company's businessIsrael-Hamas conflict and financial condition;other hostilities in the Middle East; general views about the Company's future operating results, earnings growth, cash generation and capital allocation; environmental, social and governance ("ESG") initiatives, priorities and goals; risk management program; business and management strategies; and other factors that could affect the Company's future financial position or results of operations, including, without limitation, statements made in the "COMPENSATION DISCUSSION AND ANALYSIS"Compensation Discussion and Analysis section included inof this Proxy Statement.

The Board of Directors (the "Board of Directors" or(or the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "ESI," "our," "we" or "us") is soliciting your proxy to vote at the 20222024 annual meeting of stockholders (the "2024 Annual Meeting.Meeting"). In accordance with the SEC rules, we are providing stockholders with access to our proxy materials to our stockholders over the Internet, rather than in paper form, which reduces the environmental impact of the 20222024 Annual Meeting and its related costs.

The Nominating and Policies Committee of the Board is responsible for identifying, screening and recommending candidates to the Board for Board membership. In this role, the Committee strives to maintain a Board composed of individuals who bring diverse opinions, perspectives and backgrounds while maintaining an appropriate balance of tenure, turnover, diversity and skills on the Board.

The Committee also considers experience that would best complement those already represented on the Board, the need for specialized expertise and anticipated retirements to define gaps that may need to be filled through the Board refreshment process. Once a candidate is identified, the Committee seeks input and participation from other Board members and other appropriate sources so that all points of view are considered and the best possible candidates selected.

Our Board of Directors Governance Principles and Code of Conduct doesdo not impose tenure limits on itsthe Company's directors, other than a mandatory retirement age of 73 and the requirement to stand for election annually at the annual meeting of stockholders. Considering the complexity and breadth of our industry and our businesses, the Nominating and Policies Committee and the Board recognize the importance of having a blend of longer-serving directors with a deep understanding of our operations and the markets we serve, and more recent additions who are able to provide fresh perspectives.

The Nominating and Policies Committee will also consider director nominees recommended by stockholders. In accordance with our Amended and Restated By-Laws, stockholders who wish to nominate a candidate for consideration by the Committee for election at the Company's 2023 Annual Meeting2025 annual meeting of Stockholdersstockholders may do so by delivering written notice of such nominees’ names, no earlier than the close of business on February 7, 20234, 2025 and no later than the close of business on March 9, 2023, of such nominees’ names6, 2025, to Element Solutions Inc, 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394, Attention: Company Secretary.

Any stockholder proposing a nomination must be a stockholder of record on the date of the giving of such notice is given and on the record date for the determination of stockholders entitled to notice of, and to vote at the Company's 2023 Annual Meeting2025 annual meeting of Stockholders,stockholders, and must comply with the applicable notice procedures set forth in our Amended and Restated By-Laws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must comply with, and provide notice that sets forth the information required by, Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For further information, see "OTHER MATTERS - Proposals by Stockholders" in this Proxy Statement.

No stockholder nomination was submitted in connection with the 20222024 Annual Meeting.

Vote Required

Any director nominee who receives a greater number of votes "For" than votes "Against" his or her election will be elected to the Board. Abstentions will have no effect on the results of this vote.

THE ELECTION OF EACH DIRECTOR NOMINEE

DirectorsDirector Nominees

Corporate Governance Highlights

We are committed to sound corporate governance and high ethical standards which promote stockholders' long-term interests, strengthensstrengthen Board and management accountability, and improvesimprove our standing as a trusted corporate citizen. Our corporate governance practices include:

The Board has adopted a comprehensive planset of corporate principles to assist the Company and the Board in implementing effective governance forpractices. The Board Governance Principles, along with the purposeCompany's Certificate of definingIncorporation and Amended and Restated By-Laws, define the size and composition of the Board, and cover critical topics, such as director independence, qualifications and responsibilities, settingelection, mandatory retirement age, stock ownership, Board structure and meetings, Board and management succession planning, director orientation and continuing education, CEO evaluation, annual Board and Committee self-evaluation, director compensation and access to management.

Additionally, to foster and sustain a culture of honesty and responsibility, the Board adopted a Business Conduct and Ethics Policy, which applies to our directors, officers, employees and contractors, and sets high standards of professional and personalethical conduct and ensuringwith respect to various matters, such as compliance with such responsibilitiesapplicable laws, competition, conflicts of interest, financial statements and standards.external reporting, use of Company funds and assets, and confidentiality. This policy also provides a process for reporting violations designed to ensure accountability.

This overall corporate governance framework which is in direct support of our Company's core values and gives our highly-experienced directors the structure necessary to provide the Company with sound and appropriate oversight. Our corporate governanceThe Company’s key guidelines, includepractices and policies are available on the following:

The Board is committed to building long-term value foroversees the Company’s stockholders by overseeing our corporate policies and the executionconduct of our strategy.day-to-day operations and risk management to ensure that long-term interests of stockholders are being served. In doing so, the Board seeks to provide leadership and advice to our senior management team as the Company navigates critical issues, including the ongoing COVID-19 pandemic as well as matters related to sustainability, a changing regulatory climate and the evolving nature of information security and cybersecurity threats.team. In addition, the Board oversees ourthe Company's business strategy and planning, and evaluates the performance of theour CEO and the senior leadership team in executing the Company’ssuch business strategy, assessing and mitigating risks, and managing the Company’s day-to-day operations.

Our DirectorsBoard Governance Principles require that a majority of our Board members satisfy the independence requirements of the NYSE and the SEC. The NYSE rules require the Board to evaluate the independence of its directors at least annually. In general, "independent" means that a director has no material relationship with the Company. In performing their duties, directors are expected to avoid any action, position, influence or relationship with respect to any activity that could impair their judgment or objectivity in the course of their service to the Company. The Directors Governance Principles also establish a retirement age of 73 for independent directors and urges independent directors with more than one year of service to own at least 1,000 shares of common stock of the Company. All qualifying directors meet these stock ownership guidelines.

Our Board Committeesof Directors provides risk oversight while management is responsible for the actual day-to-day management of risks the Company faces. In this role, the Board must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance, and reviewing the measures implemented to address and mitigate these risks. We believe this division of responsibility is the most effective approach for addressing risk management.

The Company's AmendedBoard executes its oversight responsibility directly and Restated By-Laws give the Board the authority to delegatethrough its powers to committees appointed by the Board. The Board has three standing Committees:committees: Audit; Compensation; and Nominating and Policies (each, a "Committee and collectively, the "Committees"). The areas of risk reported to the Board may change based on business conditions and recent developments. Overall, the Board and its Committees focus on financial, operational, business, legal, regulatory, reputational, governance, managerial and sustainability risks that may affect the Company as well as the Company's general risk assessment and risk management strategies. Each of our directors has substantial experience managing and overseeing risks specific to complex, international organizations like ours which they leverage while serving on our Board. See "PROPOSAL 1 – ELECTION OF DIRECTORS" above.

Each Committee is comprised entirely of independent directors as determined to be independent under the independence requirements of the SEC, the NYSE corporate governance listing standards and the Board's categorical standards of director independence.our Board Governance Principles.

Our Compensation Committee relies on our management team for legal, tax, compliance, finance and human resourceHR recommendations, and data and analysis for the design and administration of the compensation, benefits and perquisite programs of our senior executives. The Compensation Committee considers this information in conjunction with the recommendations and information provided by its independent compensation consultants.

Our CEO our head of human resources ("HR Lead") and our Executive Vice President, General Counsel and Company Secretary ("GC") generally attend Compensation Committee meetings.meetings, with the head of human resources ("HR Lead") joining when applicable and as requested by the Compensation Committee. CEO performance and compensation are discussed by the Compensation Committee in executive session with advice and participation from the Compensation Committee’s independent compensation consultant,consultants, when applicable and as requested by the Compensation Committee. Our CEO and HR Lead, without the presence of any other members of senior management, actively participate in the compensation discussions of our senior executives, including making recommendations to the Compensation Committee as to the amount and form of executive compensation (other than their own).

Our Board has reviewed the background, experience and independence of the Nominating and Policies Committee members and, based on this review, has determined that each member of the Committee meets the independence requirements of the SEC and the NYSE corporate governance listing standards.

During the year, our Executive Chairman receives input on the Board’s performance from the other directors and discusses this feedback with the full Board. The Executive Chairman, with the assistance of the chairChair of the Nominating and Policies Committee, also oversees the review of the Board performance which includes annual self-assessments by each Committee, relying on a review process similar to that used by the Board with performance criteria for each Committee established on the basis of its responsibilities as listed in its charter. These self-evaluations are discussed with the full Board each year.

To ensure continuity in our senior leadership, the Board oversees the development of executive talent and planning for the effective succession of our Board members, CEO, other executives and members of senior management. As part of this process, our CEO and ourother executive officers are required to prepare a detailed development and succession plan for themselves and for their direct reports on an annual basis. These plans are reviewed and discussed by the Board annually.

The Board and the Audit Committee have adopted written policies and procedures relating to the approval or ratification of transactions with "related parties." Under such policies and procedures, the Audit Committee is to review the material facts of all related party transactions that require its approval and either approve or disapprove of the entry into such transactions, depending on whether the particular transaction serves the best interest of the Company and its stockholders. In addition, pursuant to our DirectorsBoard Governance Principles and our Code of Conduct,Ethics Policy, all directors are expected to avoid any action, position or interest that conflicts with the interest of the Company or gives the appearance of conflict.

Element Solutions leasesAs previously reported, we lease office space for itsour corporate offices in Miami, Florida. UnderFlorida, under two lease agreements covering different portions of the space,space. These leases have five-year terms, which commenced in April 2019 and July 2020, respectively. In June 2023, one of the Company isleases was amended to reduce the base rent and our proportional share of certain operating expenses, taxes and insurance, effective July 2023 through the expiration of the initial term in 2025. Under these leases, as revised, we are required to pay a market-based rent in an aggregate amount of approximately $656,000,$185,580 as of January 1, 2023 through the end of the terms, plus the tenant’s proportionate share of costs mentioned above. Effective as of May 1, 2024, in connection with the operating expenses, taxesexpiration and insurance over five-year terms, which commencedrenewal of the April 2019 lease, the Company expects to terminate the July 2020 lease (as amended in June 2023) and reduce its corporate office space, with the consent of the landlord and without penalty. These changes are expected to result in a net reduction of rent expense to the Company. The detailed lease renewal and termination documents are expected to be finalized and executed in April 2019 and July 2020, respectively.2024. An affiliate of Sir Martin holds a 50% ownership interest in the landlord ofowns the leased premises.

To our knowledge, no director, executive officer or person nominated to become a director or an executive officer has, within the past 10 years, been involved in legal proceedings that are material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. We are not aware of any material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of its subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries.

The Company uses both cash and stock-based incentive compensation to attract and retain qualified individuals to serve on its Board. Under our non-employee director compensation program, for the service year from the 20212023 Annual Meeting to the 20222024 Annual Meeting, each non-employee director received annual cash fees for Board and any Committee memberships (paid quarterly) and restricted stock units ("RSUs"). These RSUs were granted on June 8, 2021,6, 2023, the date of the 20212023 Annual Meeting, and will vest on June 7, 2022,4, 2024, which date is the earlier of the one-year anniversary of their grant date and the date of the 20222024 Annual Meeting.

Our Certificate of Incorporation and our Amended and Restated By-Laws provide that we will indemnify any of our directors, to the fullest extent permitted by applicable law, against any and all costs, expenses or liabilities incurred by them by reason of being or having been a member of the Board. In addition, we entered into Director and Officer Indemnification Agreements with certain of our current directors in order for them to be free from undue concern about personal liability in connection with their services to the Company.

The CD&A is organized as follows:

In 2021,2023, we sought to capitalize ondemonstrated the strength of manyresilience and quality of our keybusinesses in a challenging backdrop for the electronics industry. We delivered on our through-the-cycle objective to outperform our end markets, while also increasepreserve profitability and generate strong cash flow. Though sales and volumes declined, through proactive cost management and prudent pricing discipline, we saw no degradation in our investmentmargins. We seized the market dislocation to enhance our value proposition in the capabilities that we believe will allow for longer-term success. To thathighest end we focused on strategy developmentof the electronics industry with two highly strategic transactions.

On February 13, 2024, the Board appointed Richard L. Fricke as Senior Vice President, Electronics of the Company and on commercial execution across both our ElectronicsMatthew Liebowitz as Executive Vice President, Strategy and Head of Industrial & Specialty portfolios. In addition, we worked on improving our operational processes to enhance planning, pricing and supply chain management and more effectively respond to changesof the Company, in our markets.

In 2021, we also delivered on our commitment to return capital to our stockholders. We paid cash dividends on our common stock on a quarterly basis throughout the year for a total aggregate amount of $61.9 millionconnection with their appointments, Messrs. Fricke and resumed our share repurchases under our stock repurchase program. In November 2021, the Board increased the authorization under the program from approximately $185 million in remaining capacity to $750 million.

Michael Goralski retired as Executive Vice President, Head of Industrial & Specialty of the significant scope of their roles and responsibilities, including leadership toward the Company's success in creating stockholder value.Company, effective December 31, 2023. See "— EMPLOYMENT ARRANGEMENTS" below.

To ensure continued alignment of executive compensation with Company performance and creation of stockholder value on a long-term, sustainable basis, we strive to follow best practices and strong compensation-related corporate governance policies.

Our key policies for executive compensation are set forth below:

We use a peer group (the "Peer Group") as a reference for our executive compensation program. The Compensation Committee believes that our Peer Group is representative of the labor market from which we recruit executive talent. Factors used to select our Peer Group include industry segment, sales, profitability, market capitalization and number of employees.