UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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LyondellBasell Industries N.V.

(Name of Registrant as Specified in Its Charter)

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Dear Fellow Shareholders

April [  ],8, 2024   On behalf of the LYB Board of Directors of LyondellBasell Industries N.V. (“LYB” or the “Company”), we are pleased to present our 2024 proxy statement.   DELIVERING STRONG FINANCIAL RESULTS In 2023, LYB delivered resilient financial results amid challenging market conditions. We generated $4.9 billion in cash from operating activities and returned $1.8 billion to our shareholders through dividends and share repurchases, extending our track record of outstanding cash generation and strong returns.   IMPLEMENTING OUR NEW STRATEGY TO GROW SUSTAINABLE VALUE Last year, we launched our three-pillar strategy to create a more profitable and sustainable growth engine for LYB. Our strategy focuses on three key initiatives:    •    Growing and upgrading the core; •    Building a profitable Circular and Low Carbon Solutions (“CLCS”) business; and •    Stepping up performance and culture.    One year after launch, we are making significant progress on each pillar. In March 2023, we successfully started up the world’s largest propylene oxide (PO) and tertiary butyl alcohol (TBA) unit in Texas, which enables us to meet the growing demand for essential products. In early 2024 we entered into an agreement for a new propylene and polypropylene joint venture in Saudi Arabia. This year, we will continue to focus on efficiently growing and upgrading our core and expect to close the sale of our ethylene oxide and derivatives business. Following our final investment decision in 2023, we will also move forward on engineering and construction of our first advanced recycling plant using LYB’s proprietary MoReTec technology.    Throughout the year, our CLCS business built strong foundations to secure feedstock supply, expand our recycling footprint, and develop scalable recycling technologies to support the reduction of plastic waste in the environment. In addition, we formed joint ventures to build plastics recycling infrastructure in Europe, Asia, and North America. We also achieved nearly 90% of our goal to procure half of our electricity from renewable sources and issued our inaugural green bondsbond to help advance LYB’s long-term sustainability goals.   We are stepping up performance and culture with our Value Enhancement Program (VEP), which helped us double our original target for recurring annual EBITDA in 2023. Our new brand identity, revealed in October 2023, visually expresses our commitment and alignment to our strategy and purpose.   Amid these big changes, we remain committed to our GoalZERO safety culture. In 2023, we extended our industry-leading safety record with a total recordable incident rate of 0.139 and a process safety incident rate of 0.035. We are proud that 60 of our manufacturing sites achieved GoalZERO, and 67 manufacturing sites were injury-free.   ELECTING A DIVERSE AND QUALIFIED BOARD The Board is pleased to introduce our new director nominee, Bridget Karlin, the Senior Vice President of Information Technology, Services & Operations, at Kaiser Permanente, one of the largest not-for-profit health care systems in the U.S. Ms. Karlin brings over 30 years of experience in enterprise-wide digital technology to our Board. If each of our nominees is elected, four of our twelve directors will be women and fifty percent of our Board will be gender, ethnically, or racially diverse.   SHAREHOLDER VOTING Your vote is important, and we encourage you to cast your vote as soon as possible to ensure your shares are represented at the meeting. Thank you for your investment in LyondellBasell Industries.LYB.			$4.9B   CASH FROM OPERATING  ACTIVITIES     $1.8B   RETURNED TO  SHAREHOLDERS
JACQUES AIGRAIN  Chair of the Board	PETER VANACKER  CEO

Notice of and Agenda for 2024 Annual General Meeting of Shareholders

We will also discuss our corporate governance, dividend policy, and executive compensation program.

By order of the Board,

CHARITY R. KOHL
Corporate Secretary 
April [     ],8, 2024

HOW TO VOTE   Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on April 26, 2024.
ONLINE Visit the website on your proxy card	BY MOBILE DEVICE Scan this QR code to vote with your mobile device	BY PHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	IN PERSON Attend the annual meeting in person. See page 93
If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a bank, broker, or other institution, you may vote your shares through the method specified on the voting instruction form provided to you. You may also attend the annual general meeting in person. If you intend to attend the meeting, notice must be given to the Company on or before May 17, 2024. See page  93 for more information.   Important Notice Regarding Availability of Proxy Materials for the 2024 Annual General Meeting   This proxy statement and our 2023 annual report to shareholders are available on our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports.” This proxy statement is first being mailed and delivered electronically to shareholders on or about April [  ],8, 2024. If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 94 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual general meeting and helping to reduce our distribution costs.

TABLE OF CONTENTS

Proxy Statement Summary	7
Item 1. Election of Directors	10
Corporate Governance	19
Director Compensation	38
Item 2. Discharge of Directors from Liability	40
Item 3. Adoption of Dutch Statutory Annual Accounts	40
Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. As The Auditor of our Dutch Statutory Annual Accounts	41
Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm	41
Item 6. Advisory Vote on Executive Compensation (Say-On-Pay)	44
Compensation Discussion and Analysis	46
Compensation Committee Report	64
Compensation Tables	65
Potential Payments Upon Termination or Change in Control	74
Equity Compensation Plan Information	78
CEO Pay Ratio	79
Pay Versus Performance	80
Item 7. Authorization to Conduct Share Repurchases	84
Item 8. Cancellation of Shares	85
Securities Ownership	86
Questions and Answers about the Annual General Meeting	90
Appendix A: Reconciliation of Non-GAAP Financial Measures	95

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. The summary does not include all of the information you should consider before voting your shares, and we encourage you to read the full proxy statement carefully.

Annual General Meeting

Agenda and Voting Recommendations

Item			Board Recommendation			Page
1	Election of 12 directors			FOR all nominees		10
2	Discharge of directors from liability			FOR		40
3	Adoption of Dutch statutory annual accounts			FOR		40
4	Appointment of auditor of Dutch statutory annual accounts			FOR		41
5	Ratification of independent registered public accounting firm			FOR		41
6	Advisory vote on executive compensation (say-on-pay)			FOR		44
7	Authorization to conduct share repurchases			FOR		84
8	Cancellation of shares			FOR		85

Corporate Governance Highlights

	Annual election of directors			Board diversity (4 female director nominees and 2 ethnically/racially diverse director nominees)
	Independent Board (11 of 12 director nominees)			Code of Conduct supported by whistleblower helpline and robust compliance program
	Independent Committees (100% of directors on each Board Committee are independent)			Board engagement on strategy, long range planning, and capital allocation
	Independent Board Chair			Board oversight of enterprise risk management and sustainability strategy
	Executive sessions at each regularly scheduled Board and Committee meeting			Regular succession planning for directors and executive management with focus on talent development
	Annual self-assessments for the Board and each Committee			High director attendance and engagement, with average meeting attendance of 97% in 2023
	Board refreshment supported by mandatory retirement age and annual Board self-assessments			Stock ownership guidelines for directors and executives and policy against hedging and pledging the Company’s shares

2024 Director Nominees

All Committee memberships shown in the table below will be effective following the 2024 annual general meeting, including Ms. Karlin’s Committee memberships. For more information about our 2023 Committee membership, see “Board and Committee Information” on page 33.

Nominee			Age	Years of Service	Independent		Committee Memberships						Other Public Boards
							Audit	C&TD	NomGov	HSE&S	Finance
Jacques Aigrain			69	13	YES								2
Lincoln Benet			60	9	YES								1
Robin Buchanan			72	13	YES								0
Anthony (Tony) Chase			69	3	YES								3
Robert (Bob) Dudley			68	3	YES								1
Claire Farley			65	10	YES								2
Rita Griffin			61	1	YES								0
Michael (Mike) Hanley			58	6	YES								1
Virginia (Ginny) Kamsky			70	2	YES								1
Bridget Karlin			67	Nominee	YES								1
Albert Manifold			61	5	YES								1
Peter Vanacker			58	2	CEO								1
Chair	Member

2023 Performance Overview

In 2023, LYB delivered resilient results and outstanding cash conversion. Despite economic uncertainty and pressure from new industry capacity and softer global demand, our businesses efficiently generated cash from a diverse business portfolio. We remain committed to a disciplined approach to capital allocation while advancing long-term strategies that capture value and accelerate sustainable growth.

	CASH GENERATION		Achieved robust cash generation driven by diverse business portfolio			STRONG BALANCE SHEET		Maintained a strong, investment-grade balance sheet and ample liquidity
	SAFETY		Continued to focus on safe operations and emphasize our GoalZERO program			SHAREHOLDER RETURNS		Delivered 13th consecutive year of regular dividend growth
	COST  DISCIPLINE		Committed to balanced and disciplined capital allocation to enhance value and growth			SUSTAINABILITY		Established our Green Financing Framework and issued inaugural green bondsbond

2023 Executive Compensation Highlights

We are committed to a pay for performance philosophy, and our compensation programs align executive and shareholder interests by tying a significant amount of compensation to our financial, business, and strategic goals. Our Compensation and Talent Development (“C&TD”) Committee continually monitors compensation best practices, the effectiveness of our compensation programs, and their alignment with our compensation philosophy. In 2023, challenging market conditions impacted EBITDA, but our strong performance on the environmental, social and governance (ESG) metrics and achievement of milestones under our Value Enhancement Program resulted in annual bonuses paying slightly above target. Our performance share units (“PSUs”) granted in 2021 under our long-term incentive program, with a three-year performance period ended December 31, 2023, earned 200% of target, reflecting the fact that our total shareholder returns (“TSR”) fell in the top quartile of selected peers and our and free cash flow (“FCF”) per share exceeded targets set by our C&TD Committee. For more information on our annual bonus performance metrics, see “2023 Executive Compensation Decisions in Detail” on page 53.

Item 1
Election of Directors

The Board recommends that you vote FOR the election of each of the nominees to our Board of Directors.

The Board of Directors of LyondellBasell Industries N.V. (“LYB” or the “Company”)LYB recommends that each of the twelve director nominees introduced below be elected to our Board, in each case for a term ending at our 2025 annual general meeting of shareholders. The nominees include eleven current directors, who were elected by shareholders at the 2023 annual general meeting, and new director candidate Bridget Karlin.

Our Board

Our goal is to have a Board that provides effective oversight of the Company through the appropriate balance of experience, expertise, skills, competencies, specialized knowledge, and other qualifications and attributes. Director candidates also must be willing and able to devote the time and attention necessary to engage in relevant, informed discussion and decision-making. Our Nominating and Governance Committee focuses on Board succession planning and refreshment and is responsible for recruiting and recommending nominees to the full Board for election. The Committee considers the qualifications, contributions, and outside commitments of each current director, as well as the results of annual Board self-assessments and management assessments, in determining whether he or she should be nominated for reelection. Many of our directors serve on the boards and board committees of other companies, and the Committee believes this service provides additional experience and knowledge that improve the functioning of our own Board. Our Board Profile, which is available on our website, provides general principles for the composition, expertise, background, diversity and independence of the Board and guides our Nominating and Governance Committee on the nomination and appointment of directors. 

Our Board considers diversity a priority and seeks representation across a range of attributes, including race, gender, ethnicity, and nationality. In accordance with our Corporate Governance Guidelines, the Committee and any outside search firms engaged to assist in identifying potential director candidates include women and candidates from underrepresented populations in each pool from which a director candidate is selected. These recruitment efforts are evidenced by our current Board composition and the qualities and qualifications of our nominees. If each of our twelve director nominees for 2024 is elected, we will meet our goal of appointing at least one-third female directors. 

Director Nominees’ Independence, Tenure, Diversity, and Experience

Our director nominees provide the Board with a broad range of perspectives due to their diverse gender, race, ethnicity, nationality, age, and tenure profiles, as well as the qualifications and skills identified below. Each of the eleven non-executive directors nominated to our Board is independent, and 50% of our director nominees are gender, ethnically or racially diverse. This section provides information on our director nominees for the 2024 annual general meeting. For more information about our current Board as of the date of this proxy statement, see “Board and Committee Information” on page 33.

DIRECTOR EXPERIENCE AND EXPERTISE

INDUSTRY EXPERIENCE Experience with and understanding of the chemicals and refining industries

HSE EXPERIENCE Experience with social responsibility issues related to health, safety, and the environment

CORPORATE STRATEGY Corporate strategy and strategic planning experience

MERGERS & ACQUISITIONS Experience with mergers, acquisitions, and other strategic transactions

CORPORATE FINANCE Financial expertise and experience with corporate finance

EXECUTIVE MANAGEMENT / CEO EXPERIENCE Executive management experience with large or international organizations

CORPORATE GOVERNANCE  Knowledge of corporate governance issues applicable to companies listed on the NYSE

RISK MANAGEMENT Experience identifying, managing, and mitigating key enterprise risks

PUBLIC COMPANY DIRECTOR Service on the boards of other public companies

HUMAN CAPITAL MANAGEMENT Experience and expertise related to human resources, talent, diversity, and culture

INFORMATION SYSTEMS AND SECURITY  Experience with cybersecurity systems and processes that protect the storage of information

TECHNOLOGY AND INNOVATION  Experience with technology-related business or emerging technology trends

PUBLIC POLICY AND COMPLIANCE  Government relations, legal, regulatory compliance and/or public policy experience

DIVERSITY AND DEMOGRAPHICS

Race/Ethnicity

African American or Black

Alaskan Native or American Indian

Asian

Caucasian or White

Hispanic or Latino

Native Hawaiian or Pacific Islander

Gender

Male

Female

Director Nominations

2024 Nominees to the Board

On the recommendation of the Nominating and Governance Committee, the Board has nominated each of the eleven directors elected by shareholders at our 2023 annual general meeting and one new director nominee, Bridget Karlin. In evaluating these nominees, the Nominating and Governance Committee considered the Board’s 2023 director self-assessments and management evaluations, as well as each nominee’s background and skill set. These twelve individuals have a diverse array of expertise, experience, and leadership skills that support the Company’s strategy evolution. Each nominee has consented to serve as a director if elected. 

We introduce our twelve nominees below. All Committee memberships shown in this section will be effective following the 2024 annual general meeting. For more information about our current Board and Committee membership as of the date of this proxy statement, see “Board and Committee Information” on page 33.

Jacques Aigrain, 69 French-Swiss Non-Executive Director since 2011; Chair since 2018 INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee •  Finance Committee

Lincoln Benet, 60 American-British Non-Executive Director since 2015 INDEPENDENT Committees  •  Nominating and Governance Committee  •  Finance Committee (Chair)

Robin Buchanan, 72 British Non-Executive Director since 2011 INDEPENDENT Committees •  Health, Safety, Environmental, and Sustainability (“HSE&S”) Committee •  Nominating and Governance Committee

Anthony (Tony) Chase, 69 American Non-Executive Director since 2021 INDEPENDENT Committees •  Audit Committee •  C&TD Committee

Robert (Bob) Dudley, 68 American-British Non-Executive Director since 2021 INDEPENDENT Committees •  Finance Committee •  HSE&S Committee

Claire Farley, 65 American Non-Executive Director since 2014 INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee (Chair)

Rita Griffin, 61 American Non-Executive Director since 2023 INDEPENDENT Committees  •  C&TD Committee •  HSE&S Committee (Chair)

Michael (Mike) Hanley, 58 Canadian Non-Executive Director since 2018 INDEPENDENT Committees  •  Audit Committee (Chair) •  Finance Committee

Virginia Kamsky, 70 American Non-Executive Director since 2022 INDEPENDENT Committees  •  C&TD Committee  •  HSE&S Committee

Bridget Karlin, 67 American Non-Executive Director Nominee INDEPENDENT Committees  •  Audit Committee •  Nominating and Governance Committee

Albert Manifold, 61 Irish Non-Executive Director since 2019 INDEPENDENT Committees  •  C&TD Committee (Chair) •  HSE&S Committee

Peter Vanacker, 58 Belgian-German Executive Director since 2022

Corporate Governance 

LYB recognizes the importance of good corporate governance as a driver of long-term stakeholder value. Our Board has adopted, and regularly reviews and strives to improve upon, LYB’s robust corporate governance policies, practices, and procedures with consideration given to regulatory developments and evolving U.S. and Dutch governance best practices.

Our governance guidelines and policies, including those listed below, are available on our website at www.LyondellBasell.com by clicking either (i) “Investors,” then “Corporate Governance” and “Board of Directors” or (ii) “Sustainability,” then “Reporting.”

	Corporate Governance Guidelines		Rules for the Board of Directors
	Articles of Association		Committee Charters
	Code of Conduct		Board Profile
	Financial Code of Ethics		Tax Strategy Disclosure
	Conflict Minerals Policy		Human Rights Policy
	Human Trafficking and Anti-Slavery Statement		Supplier Code of Conduct
	Health, Safety, Environment, Security Policy		Stakeholder Engagement Policy

Director Independence

Our Board annually reviews the independence of its members. In February 2024, the Board affirmatively determined that all of our non-executive directors and director nominees are independent under the rules of the New York Stock Exchange (the “NYSE”).

The Board has adopted categorical standards of independence that meet, and in some instances exceed, the requirements of the NYSE. In order to qualify as independent under our categorical standards, a director must be determined to have no material relationship with LYB other than as a director. The categorical standards include strict guidelines for non-executive directors and their immediate families regarding employment or affiliation with LYB and its independent registered public accounting firm. Our categorical independence standards are included in our Corporate Governance Guidelines.

The Board has determined that there are no relationships or transactions that prohibit any of our non-executive directors or nominees from being deemed independent under the categorical standards and that each of our non-executive directors and nominees is independent. In addition to the relationships and transactions that would bar an independence finding under the categorical standards, the Board considered all other known relationships and transactions in making its determination, including those referenced under “Related Party Transactions” on page 88. In determining that no known transactions or relationships affect the independence of any of the non-executive directors, the Board considered that all of the identified transactions are ordinary course and none of the dollar amounts involved were material to the Company or the relevant counterparty.

Board Leadership Structure 

Jacques Aigrain has led our Board as its independent Chair since 2018. The Chair’s responsibilities include:

The Board regularly reviews LYB’s leadership structure and the responsibilities of its Chair, and may from time to time delegate additional duties to the role.

Under Dutch law, only a non-executive director may serve as Chair of our Board. Our Board believes that the separation of the positions of Chair and Chief Executive Officer that results from this governance structure promotes strong Board governance, independence, and oversight. The separation of the two roles additionally allows Mr. Aigrain to focus on managing Board matters while our CEO, Mr. Vanacker, focuses on managing our business. 

Executive Sessions 

Executive sessions of our independent directors, with no members of management present, take place at every regularly scheduled Board and committee meeting. During executive sessions, independent directors have an opportunity to meet with the Board’s outside consultants and independent accountants and review and discuss any matters they deem appropriate, such as the performance of the Chief Executive Officer and other members of management and the criteria against which performance is evaluated, including the impact of performance on compensation matters. Mr. Aigrain leads these executive sessions of the Board.

Board Evaluations 

Our Board and its committees evaluate their own effectiveness by participating in a robust annual self-assessment process overseen by the Nominating and Governance Committee. Each year, directors respond to survey questions soliciting information used to improve the effectiveness of the Board and its committees and individual directors. The Nominating and Governance Committee periodically engages independent outside consultants, including most recently in 2020, to conduct interviews with the Board and facilitate the evaluation process. The Nominating and Governance Committee has engaged an independent outside consultant to begin work in 2024 in order to refresh and bring an outside perspective to the evaluation process.

For 2023, the Board conducted its evaluation process as described below.

Director Onboarding, Training, and Site Visits

Our Board is committed to understanding its governance responsibilities, evolving best practices, and all aspects of our Company and business. The Company provides an extensive orientation program that enables each new director joining the Board to become familiar with LYB and to meet with key members of the Company’s management and functional leaders. All of our non-executive directors complete our onboarding program and meet with the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Compliance Officer, and the other members of our Executive Committee to discuss our corporate structure, business strategy, operations, and segments, as well as compliance, investor relations, human resources, tax, accounting, and health, safety, environment, and sustainability matters, among other topics.

All of our directors are encouraged to participate in industry and governance organizations and seek out training opportunities that will provide them with continuing education on key topics. The Company will reimburse directors for the costs of such continuing education. During Board meetings, our directors hear from management on a wide range of subjects, including regulatory developments, shareholder updates, and environmental, social, and corporate governance issues and trends. Our directors also have regular opportunities to visit the Company’s manufacturing and technology centers and meet with site management. In November 2023, nine members of our Board toured the Company’s Houston Technology Center. In addition, Mr. Bindra, our former Chair of the HSE&S Committee who retired in May 2023, visited our Fos-sur-Mer, France facility in April 2023.

Stakeholder Engagement 

We recognize the value of regular and consistent communication with our stakeholders, and engage with our investors and other stakeholders on strategy, risk management, sustainability, corporate governance, executive compensation, and other matters. In 2023, our Board adopted a Stakeholder Engagement Policy, which is available on our website, to outline our values and approach to stakeholder engagement, including shareholders. We regularly review general governance trends and emerging best practices and welcome feedback from our shareholders and other stakeholders, which is brought to our Board and helps inform its decision-making process. 

We recognize the vital role that stakeholders play in our business operations and the importance of fostering positive, collaborative relationships with them. We engage daily with stakeholders globally covering a wide variety of topics and issues, including through investor events, telephone and in-person conversations, employee discussions and surveys, customer discussions and surveys, community and local engagements, and social media interactions. We know that our stakeholders have a broad range of interests, and we strive to seek their input, listen to their perspectives and expertise, and prioritize and integrate their feedback in a strategic and sustainable manner. We recognize that different stakeholder groups have unique needs and expectations, and we tailor our engagement practices to ensure effective communication and collaboration with each group.

Engagement with shareholders occurs in one-on-one meetings and calls with shareholder representatives, at our annual general meeting of shareholders, and through our regular participation in industry conferences, investor road shows, and analyst meetings. Throughout 2023, we discussed the Company’s strategy and environmental, social, and governance profile with multiple investors and engaged with their questions or concerns on these and other topics. Our Chief Sustainability Officer regularly joins meetings to discuss our climate and sustainability ambitions. In addition, our independent Board Chair has joined these discussions when requested. Management updates the Board regularly on conversations with shareholders and feedback received. We are committed to remaining proactive in our engagement efforts and shareholder outreach.

Communication with the Board 

CEO and Management Succession Planning 

One of the primary responsibilities of the Board is to ensure that we have a high-performing management team in place. On at least an annual basis, and as needed throughout the year, the Board conducts a detailed review of development and succession planning activities to maximize the pool of internal candidates who can assume executive officer positions without undue interruption. The Board reviews CEO and executive succession planning and ensures that executive officer reviews and evaluations are conducted at least annually by the C&TD Committee and the Board as a whole. The Board also reviews in-depth assessments of the Company’s bench strength, retention, progression, and succession readiness for all other senior level managers, including succession plans for the CEO, his direct reports, and other employees critical to our continued operations and success.

Monitoring the Company’s leadership development, talent management, and succession planning is also a key responsibility of our C&TD Committee, which devotes significant time to discussion and oversight of the Company’s human resources strategy. Our strategy includes efforts to hire, retain, and fairly compensate a diverse and representative workforce. 

Human Capital Management 

Our success as a company is tied to the passion, knowledge, and talent of our global team. To achieve our purpose of creating solutions for everyday sustainable living, we must attract top performers and equip them with the tools needed to continuously grow and leverage their potential.

What We Do We believe in integrity, diversity, and fairness We focus on creating a work environment that is safe, respectful, and inspires employees to strive for excellence We believe in championing our employees and the power of impactful collaboration We reward performance based on personal, team, and company results We engage in open and ongoing dialogue with employees and their representatives to ensure a proper balance between the best interests of the Company and its employees We have a Human Rights Policy available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Reporting”

Key 2023 Focus Areas 

Stepping up Performance and Culture: Our Transformation

Our culture reflects the role we seek to play in the world, what we uniquely deliver, and how we behave day to day. In 2023, LYB introduced a new long-term strategy and began the transformation of our company culture. Along with our new strategy, we identified three core values: We Champion People, We Strive for Excellence, and We Shape the Future. As part of our work last year, we established a cultural steering team and initiated a cultural ambassador program to help drive our work in advancing the transformation.

To reflect our new strategy and values, we refreshed our “LYB competencies,” which provide a framework for how we behave day to day to help us achieve our strategic goals. They inform the way we hire, reward, develop, and retain our employees. Our LYB competencies focus on five key areas: Building Partnerships, Delivering Results, Driving Innovation, Growing Capabilities, and Promoting Inclusion. We introduced the new competencies to the organization in 2023 and will be further integrating them into our programs in 2024. 

A key tenant of our culture is what we call GoalZERO. GoalZERO is our commitment to operating safely with zero injuries and zero process safety, product safety and environmental incidents. We cultivate a GoalZERO mindset with clear standards, regular communication, training, targeted campaigns and events, including our annual Global Safety Day. In 2023, we extended our industry-leading safety record with a total recordable incident rate of 0.139 and a process safety incident rate of 0.035. 60 of our manufacturing sites achieved GoalZERO, and 67 manufacturing sites were injury-free. As we accelerate our cultural transformation, we remain committed to our pursuit of GoalZERO safety performance and operational excellence.

Diversity, Equity, and Inclusion (“DEI”)

Our vision for the future is that LYB is a place where there is genuine equal opportunity for all and DEI is embedded within our culture as deeply as safety. DEI remained a key focus in 2023. Our efforts reflect a holistic, multi-year strategy to improve representation, ensure fairness, and increase visibility and accountability to leadership.

Diversity 

Cultivating a diverse workforce has a powerful impact on our culture and performance by broadening the perspectives and experiences represented in our organization. In 2022, we set five-year goals to increase the number of female senior leaders globally to at least 33% and the number of senior leaders from underrepresented populations in the U.S. to at least 29%, representing 50% increases in both groups relative to a 2022 baseline. In the long term, we have committed to achieving gender parity in global senior leadership (i.e., approximately 50% women and 50% men) and population parity in U.S. senior leadership (i.e., representation of underrepresented populations equal to their proportion of the U.S. population) by 2032. Our DEI goals help us retain and attract top talent and reflect the input of our employees, customers, communities, investors and other stakeholders. 

In 2023, we made progress towards our goals. As of December 31, 2023, women served in 25% of global senior leadership roles, an increase from 22% in 2022. In the U.S., 19% of senior leaders were from underrepresented populations, consistent with the prior year. Our Executive pay band (the highest level of leadership) also experienced representation growth in women and underrepresented populations. Women now make up 27% of this band, an increase from 24% in 2022, while the percentage of individuals from underrepresented populations grew from 19% in 2022 to 23% in 2023. Of the ten members on our Executive Committee, comprised of senior executives who lead LyondellBasell’s businesses and functions, four are women, and together, our CEO and Executive Committee represent six different nationalities. 

Our increase in female representation is the result of increased external hiring and exceptional retention performance. In 2023, the attrition rate of female employees decreased from 9% in 2022 to 3% in 2023. We attribute part of this success to our focus on talent development and offering a compelling employee value proposition. For employees from underrepresented populations, hiring, promotion, and attrition rates all improved. While still higher than desired, the attrition rate for employees from underrepresented populations decreased from 14% in 2022 to 9% in 2023. This, coupled with the addition of new senior leadership roles in the U.S., resulted in flat overall representation when compared to 2022. Despite this, we still experienced a net gain in the number of employees from underrepresented populations resulting from a 21% increase in senior leadership headcount.

Equity 

Our efforts to improve equity are focused on ensuring that our systems and process are fair to all employees. This also requires us to ensure we are communicating transparently with our employees. Our goal is for 100% of employees to believe they are being treated fairly. Similar to our GoalZERO safety culture, our approach to equity focuses on continuous improvement and striving for excellence. To measure our progress, we conduct annual engagement surveys with our employees. Our most recent survey in 2023 indicates that 83% of employees who responded feel they are being treated fairly.

For the third consecutive year, LYB completed a pay equity review and performance analysis. Our pay equity review compared pay for like jobs and specifically focused on base pay for gender (globally) and ethnicity (U.S. only). Consistent with 2022 findings, the review reflected that pay is generally administered fairly. 

In 2023, we also implemented several practices to advance equity, including:

Inclusion 

Promoting a culture of inclusion is critical. Like our equity goal, we strive to have 100% of our employees feel they are included and belong. Our most recent engagement survey in 2023 indicates that 80% of respondents feel like they belong at the Company. To drive change, we focus our inclusion efforts on key initiatives that include learning and education, outreach, and employee networks. 

We advanced our inclusion efforts with our six global networks, which are composed of diverse groups of employees championing inclusion. In 2023, we achieved 18% participation in our global networks, which is a 20% increase relative to 2022. Network programming is strongly tied to career development and business and community impact. Our engagement survey indicates that participants in our employee networks are 20% more engaged than employees who are not members of a network. Additionally, participants in employee networks are 10% more likely to report satisfaction with the Company’s future than employees who are not members of a network. 

Our company has prioritized and implemented DEI training to accelerate change in our workforce at all levels. In 2023, development was primarily focused on our manufacturing workforce and People and Culture professionals. We engaged 7,145 manufacturing employees with DEI training through guided topics and learning materials led by supervisors and leadership at the site level. These leader-led discussions were completed at 86 sites globally and in local languages. For our People and Culture employees, we focused on DEI upskilling and building capability to better address and champion DEI in day-to-day activities and interactions with leaders. Through regional training sessions, we trained 288 People and Culture employees in 2023. We believe our People and Culture community is in a unique position to further embed DEI into everything we do. 

Global Talent Development 

LYB is committed to creating continuous learning environments, providing ongoing development, growing capabilities, and unlocking potential for all employees to perform at their best. Our value, We Champion People, is underscored by our focus on growth and development in an inclusive environment. We develop our employees through a balance of experience on the job, learning from others, and formal learning. 

In 2023, we expanded our LYBUniversity to include additional formal learning and development resources to empower our employees to grow their capabilities. To build skills and capabilities necessary for leaders to guide their teams through our culture transformation, we offered multiple learning opportunities. Through different learning workshops focusing on culture and change, we engaged with more than 2,000 leaders and provided resources to support the conversations and transformation with their teams.  Our e-learning platform empowers employees to drive their own development through on-demand learning. More than 35% of our workforce is enrolled in the platform, and participants have completed more than 200,000 training hours building and enhancing business, technology and personal development skills. We also have a leadership development framework that offers programs with structured learning paths tailored to equip leaders at different stages with the necessary skills to excel in their current role and prepare them for future challenges.

On-the-job development is key to building the knowledge and skills to deliver our strategy.  Through internal job postings, we provide transparency and opportunity for our employees to drive their development and career growth. Additionally, we held quarterly talent reviews across businesses and regions to not only identify our potential future leaders but also to identify development opportunities. As a result of this focused approach, about 70% of our openings in senior leader roles were filled by internal talent, underscoring our commitment to growing talent from within the Company.

LYB is committed to advancing our people by helping them develop achievable goals that promote personal and professional growth, providing continual on-going effective feedback to create a culture of ownership for our work and success, and supporting a culture of recognition and accountability. Our performance management process includes ongoing feedback and a formal year-end performance assessment. This year, we introduced an Equity Champion role into the year-end performance management process to listen for equitable discussions on performance. We also implemented tools and steps for reviewing equity throughout the year-end performance management process. We are committed to auditing these key programs annually to ensure that they are operating as intended. 

Approach to Sustainability 

As one of the world’s largest producers of plastics and chemicals, we strive to use our scale and reach to make a positive impact on our planet and society. LYB is working to help tackle the global challenges of eliminating plastic waste in the environment, taking climate action, and supporting a thriving society. Our sustainability goals are key to achieving our new long-term business strategy.

2023 Actions and Milestones 

We continue to take substantive action to achieve our sustainability and climate goals. Our commitment to sustainability and our progress in executing our new strategy have been recognized by organizations that assess and rate ESG performance. MSCI upgraded our ESG rating to “leader” with a score of “AA,” and LYB received an “A-” in the latest CDP Climate Change disclosure, placing us in a leadership position for climate action. Noteworthy initiatives and accomplishments during 2023 are highlighted below, as well as in the Company’s annual Sustainability Report, available on our website at www.LyondellBasell.com by clicking on “Sustainability,” then “Reporting.” Our Sustainability Report includes our sustainability disclosures under the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”), and the Task Force for Climate-Related Financial Disclosures (“TCFD”). For more information about how our sustainability actions and milestones impact executive compensation, see the section titled “2023 Executive Compensation Decisions in Detail—2023 Annual Bonus Payments—Sustainability” on page 53.

Ending Plastic Waste 

As a leader in the global chemical industry, we understand the important role plastics play in society. They enhance people’s lives as the backbone of many core applications, from healthcare to housing, food packaging and more. The challenge we face is the mismanagement of plastic waste. This is why we are accelerating our efforts to innovate, scale, and deliver solutions to turn post-use plastics into everyday products and reduce plastic waste in the environment.

In 2022, we launched our Circular and Low Carbon Solutions (CLCS) business to support our ambition to produce and market at least two million metric tons of recycled and renewable-based polymers annually by 2030.⁽¹⁾ Our Circulen portfolio of products support the reduction of plastic waste in the environment through the use of recycled and renewable materials as a feedstock. These products are produced using raw materials derived from mechanical recycling (CirculenRecover), advanced recycling (CirculenRevive), or renewable materials (CirculenRenew). As global demand for recycled and renewable-based plastics continues to grow, we are making investments in our CLCS business to secure feedstock supply, expand our recycling footprint, and develop scalable technologies to grow our Circulen family of recycled and renewable-based polymers.  

In 2023, the CLCS business made significant progress investing upstream to secure plastic waste material to deliver on this recycling ambition. The investments we make under our CLCS business are focused on securing feedstock supply, expanding our recycling footprint and developing scalable technologies to grow our Circulen portfolio of products globally and across our business segments. Our Circulen products support the reduction of plastic waste in the environment through the use of recycled content as a material feedstock.

In furtherance of this goal, we formed joint ventures to build plastics recycling infrastructure in Europe, Asia, and North America. The recycled products produced by these joint ventures will be marketed through our Circulen Recover and Circulen Revive product portfolio to help meet increasing global demand for sustainable solutions. In November 2023, we made the final investment decision to build LYB’s first commercial catalytic advanced recycling plant at our Wesseling, Germany site. LYB will use its proprietary MoReTec technology to convert post-consumer plastic waste into feedstock for delivery of new plastic materials. In addition, we entered a collaboration with two other companies to advance development of a first-of-its-kind plastic waste sorting and processing facility in the Houston, Texas area. The new facility would address a critical missing link in the plastic waste supply chain by connecting community recycling programs to new and more advanced recycling technologies that have the potential to accept a much wider variety of plastic materials.

Taking Climate Action

We are committed to reducing greenhouse gas (GHG) emissions from our global operations and value chain, and delivering solutions that advance our customers’ climate ambitions. Carbon is the atom of life, and carbon molecules will continue to play a critical role in our industry. They are a key component of the products we make, so we are increasing our use of circular and sustainable sources of carbon while creating solutions to help enable the transition to a low carbon future. In 2023, we introduced a new product range, +LC (Low Carbon) solutions, manufactured using the International Sustainability and Carbon Certification PLUS (ISCC+) mass balance methodology. +LC products include core offerings from our intermediates and derivatives segment, from styrene monomers to propylene oxide (PO), with applications in various sectors, including insulation materials, automotive and consumer goods.

Within our global operations, we have set industry-leading, ambitious targets to reduce our GHG emissions and have taken concrete steps to achieve our goals. In the last two years, we accelerated our interim targets for 2030 by increasing or scope 1 and 2 GHG emissions reduction goals to 42% and establishing a scope 3 emissions reduction target of 30%, relative to a 2020 baseline.

Our ambition to reach net zero scope 1 and 2 emissions from global operations by 2050 is focused on four levers: energy efficiency; renewables and electrification; hydrogen and other technologies; and carbon capture, use and storage. This strategy encompasses our plans for organic growth, divestitures and previously announced asset closures, including the cessation of our Houston refining operations by no later than the first quarter of 2025.

In 2023, we increased the use of renewable and low carbon energy primarily through power purchase agreements (PPAs). As of December 31, 2023, we have already completed enough PPAs globally to secure nearly 90% of our target to procure at least 50% of electricity from renewable sources by 2030, bringing our total procured renewable electricity to 1,385 megawatts. In addition, we are exploring the potential to design, build, and operate a pilot electric steam cracking furnace in the United States. In 2023, we also established our inaugural green financing framework, which reflects the decisive steps we are taking to allocate capital toward initiatives aligned with our approach to sustainability, and issued a $500 million in green bonds,bond, the net proceeds of which will be allocated toward eligible green projects. 

We recognize the vital role we play in maintaining and enhancing the health and prosperity of our planet. We aim to cultivate our planet by unlocking opportunities to protect precious resources, from resource recovery to water efficiencies, and mitigating the destruction of critical ecosystems. In 2023, we made significant progress in the development of our environmental strategy, establishing a clear action plan to execute in the years ahead. We also endorsed the United Nations CEO Water Mandate, committing to adopting and implementing a comprehensive approach to water management. Work in 2023 included evaluating ways to improve our water governance, and assessing our water-related opportunities, risks, management approaches and documentation. This work provides the foundation for our planned site-specific evaluations at our large sites and those located in high water stress regions. 

Supporting a Thriving Society 

We are working to achieve a thriving society where every individual has the opportunity to reach their full potential. We actively contribute to a thriving society through our relentless pursuit of safety, operational excellence, and a diverse, inclusive and equitable workforce. We partner with the communities where we operate to make positive impacts, and are committed to giving back by partnering with local organizations on initiatives to address critical needs. In 2023, our people volunteered more than 21,000 hours across our sites. LYB donated more than $14 million to community investments, including financial and in-kind donations and the total value of employee volunteer hours.

LYB is committed to conducting business in an ethical and responsible manner. Our Code of Conduct embodies our dedication to conducting business ethically and responsibly and our Human Rights Policy sets forth our commitment to upholding human rights throughout our global operations. We have adopted a Global Procurement Policy that outlines a framework of principles and requirements to ensure compliance with our Human Rights Policy, and have incorporated in our standard contracts and purchase order terms and conditions a Supplier Code of Conduct. We evaluate our suppliers’ compliance through risk assessments, ratings, audits, and sustainability assessments. In 2023, we formed our Global Sustainable Procurement program to accelerate improvement in our supply chain and completed a supplier sustainability risk mapping project using the EcoVadis IQ platform to gain a detailed view of the risks in the areas of environment, social standards, and ethical risk. We surpassed our initial target of 700 supplier assessments, achieving over 1500 rated suppliers.  In addition, we launched our Together for Sustainability (“TfS”) audit program in 2023. We foster relationships across our entire value chain to create better outcomes, successfully address global challenges, and amplify our impact on society and the planet.

Board Oversight of Risk

Audit Committee		C&TD Committee		Nom-Gov Committee		HSE&S Committee		Finance Committee
•   Responsible for ensuring that an effective risk assessment process is in place, and reports are made by management to the Audit Committee in accordance with NYSE requirements. •   Oversees enterprise-wide financial risks and reviews cybersecurity performance and risk •   Oversees financial statements, independent accountants, internal audit function, related party transactions, internal controls; •   Oversees compliance programs and EthicsPoint reporting helpline		•   Responsible for the Company’s executive compensation programs, and evaluates risks in connection with such programs •   Oversees talent management and related risks, including our DEI initiatives •   Monitors talent development and responsible for management retention, recruitment, and succession planning		•   Oversees the Company’s overall ESG profile and strategy •   Reviews corporate governance practices and develops, reviews, and recommends corporate governance guidelines and policies •   Responsible for director succession planning		•   Reviews and monitors health and safety risks, programs, statistics and incidents (including major health, safety, environment, and security events) •   Reviews and monitors environmental and sustainability risks, goals, trends and impacts, including climate initiatives and risk •   Oversees sustainability reporting		•   Oversees strategic transactions, including those that may impact our capital position •   Reviews our tax strategy and planning •   Reviews our capital structure, capital allocation, dividend policy, share repurchase programs, dept profile, and hedging strategies

Selected Areas of Board Oversight

Enterprise Risk Management

LYB’s Enterprise Risk Management (ERM) organization, led by our General Counsel, is responsible for defining our overall risk profile and overseeing our risk management programs. Our ERM team aims to integrate a forward-thinking risk culture into every level of our organization by providing actionable risk management insights to leadership and equipping employees and management with tailored frameworks, tools, and processes to address significant threats and opportunities. 

In 2023, our ERM function focused on four strategic priorities: (1) enterprise level risks, (2) departmental risks, (3) climate change risk management, and (4) building risk management capabilities. 

Enterprise Level Risks

Enterprise level risks are threats and opportunities that have the potential to impact LYB’s overarching objectives, operations, and reputation. Our CEO and the Executive Committee play a key role in identifying, reviewing, and managing enterprise level risks. Each year, our ERM team leads a risk workshop with the CEO and his Executive Committee and senior leaders to refresh our enterprise risk profile. Together, the participants validate existing enterprise risks (both opportunities and threats), select new and emerging risks to add to the risk register, and ensure risk ownership is appropriately assigned across the organization. The updated enterprise risk profile is reviewed and approved by the Board annually at its September meeting. The direct line of communication between the Board, members of management, and the ERM function fosters a culture of accountability and collaboration throughout the organization, and allows the Board and its committees to better assess the management of the Company’s day-to-day risks.

Departmental Risks

Departmental risks are specific to a particular business unit, project, or operational area within the organization, and are identified through surveys, workshops, and interviews facilitated by the ERM team. Workshops are conducted periodically to validate existing risks, identify new and emerging risks, and assign individual risk ownership. Common risks across multiple departments are elevated to the Executive Committee. This dual approach blends both top-down and bottom-up perspectives and cultivates a culture where risk considerations are intrinsic to decision-making processes.

Climate Change Risk Management

Climate change risks include both physical risks stemming from the direct impact of climate change on the environment and our assets and operations, and transition risks and opportunities that arise from the global shift toward a lower carbon and more sustainable economy. Our Executive Vice President, Operational Excellence and HSE oversees climate-related risk exposures throughout LYB and our extended supply chain, supported by our Operational Excellence, Sustainability, and ERM organizations and cross-functional steering committees. We address specific climate-related risks through structured response plans, which are implemented through our Sustainability Council and NetZero Transition Steering Committee, with input and alignment from the Executive Committee and the HSE&S Committee of the Board. We utilize the Task Force on Climate-Related Financial Disclosures (TCFD) framework to guide our approach to reporting and disclosure, underscoring our commitment to transparency.

Building Risk Management Capabilities

The ERM function spearheads various initiatives focused on cultivating skills, processes, and tools essential for robust risk identification, assessment, and mitigation across all organizational tiers. One such initiative is the Global Risk Champions Network, a diverse group of LYB employees who serve as a bridge between the ERM function and the broader business. Our Risk Champions facilitate cross-functional communication, integrate risk considerations across different business functions, and foster collaboration and a unified approach to risk management throughout LYB.

Board and Committee Information

This section provides board and committee membership information as of the date of this proxy statement. For more information about our 2024 director nominees and committee membership following the 2024 Annual General Meeting, including Ms. Karlin’s proposed committee appointments, see “Item 1 Election of Directors” on page 10.

The Board currently has five standing committees, each consisting entirely of independent directors:

Our Audit Committee meets at least five times each year in alignment with our financial reporting and audit cycle, and our C&TD Committee, Nominating and Governance Committee, and HSE&S Committee each meet at least four times each year in connection with regularly scheduled Board meetings (other than the Board’s strategy session held in July), and hold additional meetings as needed. Our Finance Committee meets as needed to oversee the matters it is responsible for. Committees regularly receive reports from LYB management, report on committee actions to the Board, and may retain outside advisors.

In 2023, the Board held six regularly scheduled meetings. Our directors’ average attendance rate at Board and committee meetings was 97%, and each of our current directors attended at least 93% of the total meetings of the Board and committees of which he or she was a member. Our Chair is a member of the Audit Committee, Nominating and Governance Committee and Finance Committee, and regularly attends meetings of the C&TD Committee. Although the Company does not maintain a policy regarding directors’ attendance at its general meetings of shareholders, both our Chair and CEO attend the Company’s annual general meeting each year and will attend the 2024 annual general meeting (the “Annual Meeting”).

The table below provides membership and meeting information for each of the Board’s standing committees as of the date of this proxy statement.

Name	Audit	Compensation & Talent Development	Nominating & Governance	HSE&S	Finance
Jacques Aigrain
Lincoln Benet
Robin Buchanan
Tony Chase
Bob Dudley
Claire Farley
Rita Griffin
Michael Hanley
Virginia Kamsky
Albert Manifold
Peter Vanacker
2023 MEETINGS	5	4	4	5	3

Chair

Member

Each of our committees has a written charter, approved by the Board. The charters can be found on our website at www.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance,” then “Board of Directors.” Each committee annually reviews and recommends any changes to its charter and conducts an evaluation of committee performance with respect to delegated duties and responsibilities.

Other Governance Matters

Retirement Policy and Term Limits

Our Corporate Governance Guidelines and Rules for the Board of Directors provide that directors will not be re-nominated for election to the Board after they reach the age of 75. While the Board does not believe there is a specific age after which directors should no longer serve on boards, it does believe mandatory retirement ages are useful for promoting board refreshment; no waivers or exceptions to the rules have been granted and, since 2019, the Board has nominated fourfive new directors to fill vacancies created by director retirements after reaching our mandatory retirement age.

The Board has not adopted term limits for its members. The Nominating and Governance Committee and the full Board regularly discuss board succession and refreshment and strive to maintain a balance of directors with varying lengths of service and ages. While the Board recognizes that term limits could assist in this regard, they may have the unintended consequence of causing the Board and the Company to lose the contribution of directors who over time have developed enhanced knowledge and valuable insight into the Company and its operations. The Board believes that the mandatory retirement age and an annual evaluation process for deciding whether to re-nominate individuals for election are currently more effective means of ensuring board refreshment and renewal, while also allowing for continuity of service.

Code of Conduct

In addition to a Code of Conduct for all employees and directors, the Company has a Financial Code of Ethics specifically for our CEO, CFO, CAO and persons performing similar functions. Our Code of Conduct covers a wide range of important topics including fair and accurate business dealings, corruption, health and safety, discrimination, and environmental protection. Copies of these codes can be found on our website at www.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance.” Any waivers of the codes must be approved, in advance, by our Board, and any amendments to or waivers from the codes that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our website.

We expect all employees to report possible violations or concerns regarding our Code of Conduct. We offer an independent whistleblower helpline and website, EthicsPoint, that enables employees and other stakeholders to report complaints anonymously. Our Chief Compliance Officer, who has a direct reporting line to the Audit Committee, provides regular reports to the Audit Committee on compliance with the Company’s Code of Conduct, related training programs, and complaints received and investigated by the compliance function.

Public Policy & Political Engagement

We believe active participation in the political process is essential to our long-term success. LyondellBasellLYB advances our public policy agenda through direct lobbying, involvement in various trade associations, and the LyondellBasell Political Action Committee (LYB PAC). Transparency and accountability are embedded into our public policy, political spending and lobbying actions. The Company maintains policies and procedures consistent with our Code of Conduct that support continued compliance with applicable political laws and regulations. Our engagement, including public policy advocacy directly and through trade associations, is subject to oversight by our senior management and CEO. In addition, the LYB PAC Board is responsible for the management of all LYB PAC activities, including the approval of all LYB PAC distributions.

LYB does not make direct political contributions to political parties or candidates using company resources (including monetary and in-kind services), even where permitted by law. All political contributions to political parties or candidates are made solely through the LYB PAC, which is funded and managed voluntarily by employees. All financial contributions strictly adhere to federal and state laws regarding contribution limits on amount and source, criteria and reporting requirements. We refrain from making political contributions in any country other than the United States. All political contributions are made without regard to the personal political affiliations or views of any individual employee at any level across the organization.

Our advocacy activities are directed toward advancing LYB’s business interests, to foster the protection and advancement of our operations and industries and not the personal political preferences of our executives or employees. LYB’s strategy is grounded in safe and reliable operation of all assets. Contributions are based upon advancing our business goals in a broad range of public policies, including, but not limited to: promoting a stable and predictable regulatory framework for our operations; advancing circularity initiatives, including recycling programs, extended producer responsibility regimes, and advanced and chemical recycling; fair and equitable tax policies that promote economic investment, job creation and global competitiveness; improving energy efficiency and sustainability programs, policies and activities; advancing innovation and technology in manufacturing; and improving work development programs to meet the needs of industry. Our contributions are consistent with the Company’s public policies on sustainability, advancing a circular economy and addressing climate change. Moreover, LYB policy prohibits directors and employees from using company resources for personal political causes or candidates, and specifies that LYB will not directly or indirectly reimburse any personal political contributions or expenses.

LYB has an established practice to determine which public policy issues are important to the Company. This process includes soliciting input from relevant business and functional departments. Key issues are discussed and prioritized by members of senior management.

In all of the Company’s advocacy activities, we are committed to corporate responsibility, compliance and transparency. In 2023, LYB published its first Climate Advocacy Report, which describes our approach to climate advocacy including detailing our climate policy positions, setting out our approach to participating in trade associations, and publishing our first-ever review and evaluation of trade association alignment with our climate policy positions. Our Climate Advocacy Report is available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Reporting.” In addition, the Company discloses its U.S. federal, state and local lobbying activity and expenditures as required by law. More information, including our statement of Principles for Public Policy for Sustainability, is available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Public Policy & Political Engagement.”

Dutch Corporate Governance Code

As a Dutch incorporated entity, we are subject to the Dutch Corporate Governance Code. The Code, most recently amended in 2022 and a copy of which can be found at www.mccg.nl/english, is a statement of principles and best practices for Dutch companies with an emphasis on integrity, transparency, and accountability as the primary means of achieving good governance. The Code’s compliance principle is “comply-or-explain,” which permits a Dutch company to comply with the best practices outlined in the Code or explain why the company has chosen to apply different practices.

The principles and practices prescribed by the Code are largely consistent with NYSE and SEC requirements and best practices for U.S. companies. Our Dutch Annual Report, which accompanies our 2023 Dutch Annual Accounts and can be found on our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports,” discloses those instances where we have chosen to apply practices that differ from the Code. In general, these instances arise from our decision to apply practices that are more common or appropriate for NYSE traded companies than those called for by the Code. For example, although the Board’s categorical standards for director independence incorporate the standards of both the Code and the NYSE, our Board has chosen to apply the standards of the NYSE where the two conflict, including with respect to the independence classification of directors nominated by Access Industries, a greater than 10% shareholder. Our Board believes that application of the NYSE independence standards is more appropriate for LYB, which is listed only on the NYSE and not on any exchange in the Netherlands. Our Board further believes that the service of Access nominees on the Company’s key independent committees provides those committees with shareholder perspective and the significant skills, experience, and qualifications of these directors, to the benefit of the Board, the Company, and our stakeholders more generally.

Indemnification

We indemnify members of our Board to the fullest extent permitted by law so they will be free from undue concern about personal liability in connection with their service to the Company. Our Articles of Association establish this indemnification right, and we have also entered into agreements with each of our directors contractually obligating us to indemnify them.

Director Compensation

Our Nominating and Governance Committee reviews director compensation on an annual basis and recommends any changes in compensation determined advisable. The Board seeks to award compensation that fairly compensates directors for the work required by membership on our Board and aligns director interests with those of our shareholders. The Nominating and Governance Committee periodically receives advice from Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Board’s independent compensation consultant, on director compensation practices and gives consideration to the qualifications and caliber of the Company’s directors and significant commitment required for service on our Board, including the additional time and effort required by overseas travel for many of our Board meetings.

Following its annual review in November 2023, the Nominating and Governance Committee recommended increasing the annual retainer for the Chair of the HSE&S Committee from $20,000 to $27,500, commensurate with the annual retainer for the Chairs of the Audit Committee and C&TD Committee. No other changes to director compensation were recommended, and the Board approved the updated director compensation policy effective January 1, 2024. No other increases to board retainers have been approved since 2014, apart from an increase in the annual retainer for the Board Chair in 2018.

Our non-executive directors receive cash compensation and equity compensation, in the form of restricted stock units (“RSUs”), for their service on the Board and its committees. Members of the Board have the option to elect to receive all or a portion of the cash component of their compensation in Company shares. Our CEO does not receive any additional compensation for his service as a director.

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.

Director Compensation in 2023

Item 2
Discharge of Directors from Liability

The Board recommends that you vote FOR the discharge of our directors from liability for the performance of their duties in 2023.

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 2023 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 vote FOR the adoption of our 2023 Dutch statutory annual accounts.

At the Annual Meeting, you will be asked to adopt our Dutch statutory annual accounts for the year ended December 31, 2023, 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 2023 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.

The Company paid an aggregate of $5.00 per share in dividends from its 2023 Dutch statutory annual accounts, for a total of approximately $1.6 billion. This includes interim dividends of $1.25 per share paid in each of the second, third and fourth quarters of 2023 and the first quarter of 2024.

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, 2024, we have paid an aggregate of approximately $23.2 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 $1.25 per share. 2023 marked the Company’s thirteenth consecutive year of regular dividend growth. The Company’s strong balance sheet and results of operations support the continuation of this quarterly 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 vote FOR the appointment of PricewaterhouseCoopers Accountants N.V. (“PwC N.V.”) as the auditor of our 2024 Dutch statutory annual accounts.

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, 2024, 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. 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. 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.

Item 5
Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

The Board recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2024.

The Board has selected PwC to serve as our independent registered public accounting firm for the year ending December 31, 2024. 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 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 2024 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.

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 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:

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.

All other fees consist of fees paid for services provided by PwC that are not included in the audit, audit-related, and tax categories. Such services include licensing of technical accounting libraries and tools and other permissible advisory, consulting and outsourcing services.

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 2023 and 2022, 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 2023.

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, 2023 (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, 2023 with management and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. 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:

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 2024.

The Audit Committee

Michael Hanley, Chair
Jacques Aigrain
Tony Chase
Claire Farley

Item 6
Advisory Vote on Executive Compensation (Say-On-Pay)

The Board recommends that you vote FOR the 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’sLYB’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 C&TD 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, operating, sustainability and safety goals.

We implement our philosophy and achieve our program goals by following certain key principles, including:

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 approximately 98% of votes cast at the 2023 annual general meeting of shareholders. Our C&TD 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 C&TD Committee. They also believe the consistently high level of shareholder support for our executive compensation is a result of our C&TD 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 2023

The C&TD Committee believes that the compensation of our Named Executive Officers for 2023 is reasonable, appropriate, and supported by the Company’s performance. The C&TD Committee 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 2023 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. For additional information, see the section of this proxy statement titled “Pay Versus Performance” on page 80.

2024 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 2023, 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 2024 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 C&TD 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 because a vote against this proposal will not provide the C&TD Committee with information about shareholders’ specific concerns.

The Company provides for annual say-on-pay votes, and the next say-on-pay vote will occur at our 2025 annual general meeting of shareholders. In accordance with SEC rules, shareholders will be given an opportunity to express their views on whether the practice of annual say-on-pay votes should be maintained at our 2029 annual general meeting of shareholders.

Compensation Discussion and Analysis

This section explains the decisions made concerning the compensation of the Company’s Named Executive Officers (“NEOs”) for fiscal year 2023. It also describes the Company’s compensation philosophy, our executive compensation program, the process our C&TD Committee followed, and the factors the C&TD Committee considered in determining the amount of compensation awarded. Our NEOs for 2023 are Peter Vanacker, the Company’s Chief Executive Officer; Michael McMurray, the Company’s Chief Financial Officer; and the three other most highly compensated executive officers of the Company in 2023. Their titles are provided below.

Peter Vanacker CEO		Michael McMurray EVP and Chief Financial Officer		Ken Lane Former EVP – Global Olefins & Polyolefins and Procurement(1)		Jim Guilfoyle SVP – Olefins & Polyolefins EAMEI		Torkel Rhenman EVP – Advanced Polymer Solutions

Executive Summary

2023 Performance Highlights

In 2023, the Company delivered outstanding cash conversion amid challenging market conditions. Despite soft global demand, capacity additions and economic uncertainty, our businesses delivered $4.9 billion in cash from operating activities. We also continued our track record of delivering significant returns to shareholders, marking our thirteenth consecutive year of annual dividend growth and returning $1.8 billion to our shareholders through dividends and share repurchases.

Implementing our new strategy. Last year, we launched our three-pillar strategy to create a more profitable and sustainable growth engine for LYB. Our strategy focuses on three initiatives: (1) Growing and upgrading the core; (2) Building a profitable CLCS business; and (3) Stepping up performance and culture.

One year after launch, we are making significant progress on each pillar. In March 2023, we successfully started up the world’s largest propylene oxide and tertiary butyl alcohol unit in Texas, which enables us to meet the growing demand for essential products. In addition, in early 2024 we entered into an agreement for a new propylene and polypropylene joint venture in Saudi Arabia. This year, we will continue to focus on efficiently growing and upgrading our core through decisive portfolio management, including the divestiture of our ethylene oxide and derivatives business. Following our final investment decision in 2023, we will also move forward on engineering and construction of our first advanced recycling plant using LYB’s proprietary MoReTec technology.

Throughout the year, we built strong foundations for our CLCS business by making significant investments to secure feedstock supply, expand our recycling footprint and develop scalable technologies to support the reduction of plastic waste in the environment through the use of recycled content as a material feedstock. We formed joint ventures to build plastics recycling infrastructure in Europe, Asia, and North America. We also announced our decision to build the first advanced recycling plant using our proprietary MoReTec technology.

As we rapidly move forward on our new strategy, we are unlocking additional value by stepping up our performance and culture. One year after launching our Value Enhancement Program (VEP), we delivered a year-end run rate of more than $300 million of net income⁽²⁾ and $400 million in recurring annual EBITDA⁽²⁾, more than doubling our original target for 2023.

Progressing on our climate and sustainability goals. We remain committed to our climate and sustainability goals. In 2023, we built strong foundations for our CLCS business by forming partnerships to source and sort plastic waste while moving forward on our first tranche of advanced recycling capacity. We rapidly achieved nearly 90% of our goal to procure half of our electricity from renewable sources and issued our inaugural $500 million green bondsbond to help advance the Company’s long-term sustainability goals.

Safety. In 2023, we continued to prioritize safety. We achieved a total recordable incident rate (“TRIR”) of 0.139 and a process safety incident rate (“PSIR”) of 0.035. Additionally, 60 of our manufacturing sites achieved GoalZERO (zero injuries, zero incidents and zero accidents), and 67 manufacturing sites were injury-free.

Pay for Performance. The Company paid 2023 annual bonuses at 127% of target, in recognition of our resilient results, rapid progress towards our Value Enhancement Program targets, strong safety performance and achievement of key sustainability milestones. There was 200% payout under the Company’s PSUs for the three-year performance period ended December 31, 2023 reflecting the fact that the Company’s total shareholder return (“TSR”) fell in the top quartile of selected peers and the Company’s free cash flow (“FCF”) per share exceeded the target set by our C&TD Committee. The performance metrics under the Company’s annual bonus program and PSUs are further described under “2023 Executive Compensation Decisions in Detail.” Our executives’ annual bonuses, including their individual performance ratings, will continue to reflect safety performance and support for our climate, circularity and DEI initiatives.

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.

What We Do		What We Don’t Do
Pay for performance. We tie a significant amount of compensation to our financial, business, strategic, and ESG goals.       Emphasize long-term performance. We balance long-term and short-term incentives and use long-term equity incentive awards, including PSUs, RSUs, and stock options, to reward sustained long-term performance.       Double-trigger vesting. We provide for “double-trigger” vesting in connection with any change-in-control event.       Clawbacks. We have a robust clawback policy so we can recover performance-based compensation in certain circumstances.       Share ownership guidelines. We restrict our executives’ and directors’ ability to sell shares unless they first meet robust share ownership guidelines. We do not count PSUs or stock options toward compliance with these guidelines.       Independent compensation consultant. We engage an independent consultant to advise on executive compensation matters, and our independent C&TD Committee meets regularly with the consultant in executive session.       Peer group benchmarking. We use appropriate peer groups when establishing compensation.       Annual say-on-pay. We hold an annual say-on-pay advisory vote.		Excise tax gross-ups. We do not provide for excise tax gross-ups in connection with change-in-control events or terminations.       Hedging or pledging. We do not allow our officers and directors to hedge or pledge our stock.       Guaranteed bonuses. We do not pay guaranteed bonuses.       Automatic compensation increases. We do not automatically increase executive base salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics.       Reprice or exchange underwater options. We do not permit option repricing or the buyout of underwater options without shareholder approval.

Say-on-Pay and Shareholder Outreach

Our executive compensation program has received substantial and consistent shareholder support over the past several years. At the 2021, 2022, and 2023 annual general meeting of shareholders, approximately 97%, 97%, and 98% of votes were cast in favor of our executive compensation program, respectively. Our C&TD Committee and Board believe that the 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 C&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.

Noteworthy C&TD Committee Actions Since January 2023

Our C&TD Committee is responsible for determining the compensation of our executive officers and designing our executive compensation program. The Committee, together with its independent compensation consultant, continually reviews compensation trends and best practices, discusses shareholder and employee feedback on the Company’s compensation programs, and considers the Company’s talent development goals and business needs. Since January 1, 2023, the Committee and the Board of Directors took several noteworthy actions in relation to the Company’s compensation programs:

2023 STI Program Highlights – Value Enhancement Metric

 

For the 2023 STI program, the C&TD Committee replaced the fixed cost metric with a new value creation metric, which aligns executive compensation with the Company’s evolving strategy and vision. While thoughtful capital allocation remains an integral part of our culture, the 2023 incentive plan design emphasizes the Company’s increased focus on capturing value, improving agility and accelerating innovation.   Payout under the value creation metric is determined by the achievement of incremental EBITDA targets supporting our goal of delivering up to $1 billion in recurring annual EBITDA improvement by the end of 2025.

One year after launching our VEP, we have exceeded our original 2023 recurring annual EBITDA target of $150 million⁽¹⁾, and are on track to deliver on our goal of up to $1 billion of recurring annual EBITDA⁽¹⁾ improvement by the end of 2025. For a reconciliation of recurring annual EBITDA to the nearest GAAP financial measure, see Appendix A.

Continued Focus on Safety and Sustainability

For 2023, ESG metrics continued to account for 30% of the total payout under the STI program (20% Safety and 10% Sustainability), reflecting the Company’s ongoing commitment to safety, accountability and timely delivery of our climate and circularity goals. 

Safety. In 2023, we continued to prioritize safety. Our total recordable incident rate (“TRIR”) was 0.139, and our process safety incident rate (“PSIR”) was 0.035. 60 of our manufacturing sites achieved GoalZERO, and 67 manufacturing sites were injury-free.

Sustainability. Under our sustainability metric, payout is based on the accomplishment of key milestones approved by the C&TD Committee. We believe that the sustainability metric incentivizes accountability and timely delivery of our climate and circularity goals. For 2023, we focused on three milestones: (1) execute Power Purchase Agreements with cumulative volume from January 1, 2022 of 700 GW of renewable electricity capacity; (2) leverage transformation projects to improve energy efficiency by 1% from a 2021 baseline; and (3) produce and market 150kt of recycled and renewable-based polymers in 2023.⁽²⁾ Target performance levels for each milestone are summarized under “—2023 Executive Compensation Decisions in Detail—2023 Annual Bonus Payments—Company Performance” on page 53.

Change to STI Formula

For the 2023 STI program, the C&TD Committee modified the formula for calculating executive STI payments to eliminate the Corporate Score component of the Individual Performance Score for non-CEO executives. The C&TD Committee believes this change reinforces individual accountability, contributions, and ownership.

What Guides our Program

Executive Compensation Philosophy 

Our executive compensation program is designed to:

Components of Executive Compensation

Our compensation program is structured to incorporate the following compensation components:

Compensation Mix 

Our executive compensation program emphasizes the alignment of pay with performance and shareholder value creation, 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 2023, the Total Target Direct Compensation (“TTDC”) of our NEOs was as follows: 

The Decision-Making Process 

The C&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 C&TD Committee’s authority and responsibilities are specified in its charter, which can be found on our website at www.LyondellBasell.com by clicking on “Investors,” then “Corporate Governance,” then “Board of Directors.” 

Competitive Positioning and Our Peer Group 

Annually, the C&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, 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 2023 compensation decisions was collected from the 2022 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. 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 2023 Peer Group

The C&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 consideration given to company size and comparability of financial, operating and business considerations.

The C&TD Committee believes the 18-company peer group below represents a reasonable balance in terms of industry mix and financial size while providing a robust set of data points for benchmarking executive pay. In September 2022, the Committee reviewed and approved continuing to use the 2022 peer group for 2023.

The 2023 peer group reported 2023 revenue that ranged from approximately $12.1 billion to $148.4 billion, with a median revenue of approximately $35.4 billion. In comparison, the Company’s 2023 revenue was approximately $41.1 billion. The 2023 peer group was used to develop the market data and benchmarking materials that were provided to the C&TD Committee to assist with the 2023 decision-making process.

2023 Executive Compensation Decisions in Detail

The compensation of our executive officers, including our NEOs, is reviewed and approved by the C&TD Committee at the time of each executive’s hiring or promotion and annually during a regularly scheduled meeting held in 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 2023 compensation decisions included the approval of 2023 base salaries; target values, criteria and metrics for the 2023 annual bonuses to be paid in 2024; and 2023 grants of annual long-term incentive awards, including PSUs, RSUs and stock options, as described on pages 58-59. In February 2024, the Committee approved payout of 2023 annual bonuses and the percentage earned for the PSUs granted in 2021 with a performance period that ended December 31, 2023.
 

2023 Base Salaries 

The table below shows the base salaries for our NEOs in 2022 and 2023. Salary changes are generally approved at the C&TD Committee’s February meeting and effective on April 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 role. The 2023 salary increases for Messrs. Vanacker, McMurray and Rhenman, each effective April 1, 2023, represented annual salary adjustments to maintain market competitiveness.

2023 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 C&TD Committee establishes metrics and target performance levels and sets a target bonus, determined as a percentage of base salary, for each executive. In 2023, our NEOs’ target bonuses were as follows.

The amount of target bonus earned depends on the C&TD Committee’s determination of Company and individual performance under each of the STI program metrics. STI awards for 2023 were calculated in the same manner as in prior years, as follows:except the calculation of the Individual Performance Score no longer includes the Corporate Score component.

Company Performance – Payout at 127% of Target

Payout for the Company performance component of the 2023 STI award was based on achievement of target performance levels for four metrics: business results, value creation, safety performance, and sustainability, weighted as described below. 

Business Results (60%)

The C&TD Committee considers the Company’s EBITDA relative to the adjusted EBITDA budget. Payout at 126% of target was based on 2023 EBITDA that came in above the Company’s adjusted EBITDA budget for the year by 3.9%.

EBITDA Budget Adjustments

At its regularly scheduled 2023 November meeting, the Board reviewed the Company’s annual EBITDA budget for the coming year and, the following February, approved the final annual STI EBITDA target. 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 C&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. In 2023, additional adjustments were made for the costs incurred from plans to exit the refinery business.

The table below summarizes the approved adjustments, both positive and negative, to the Company’s 2023 EBITDA budget by segment, which collectively decreased the EBITDA budget by 4%. To avoid disclosing competitively-sensitive information, we do not provide specific details on market impacts.

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, 2023, please refer to Appendix A. At the C&TD Committee’s discretion, the Company’s annual EBITDA results maybemay be adjusted for the impact of certain extraordinary events during the year. For 2023, approved EBITDA adjustments included costs incurred due to plans to exit the refinery business and impairments made to tangible assets in our global O&P and I&D segments and intangible assets in our APS segment.

Value Creation (10%)

Payout under the value creation metric is determined by the achievement of incremental EBITDA targets supporting our goal of delivering up to $1 billion in recurring annual EBITDA improvement by the end of 2025. Payout at 200% of target reflects the Company exceeding our original 2023 recurring annual EBITDA exit run-rate target of $150 million, bringing us closer to delivering on our long-term VEP goal.

Safety Performance (20%)

The C&TD Committee primarily considers the Company’s performance in personal safety (50%) and process safety (50%) 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. In 2023, the Company achieved TRIR of 0.139 and PSIR was 0.035, resulting in overall payout at 102% of target.

Sustainability (10%)

The C&TD Committee considers the Company’s achievement of key milestones supporting our sustainability goals. For 2023, the Committee set goals to achieve certain milestones, with target (100%) performance summarized below. Payout at 110% of target reflected the Company’s delivery on these goals.

Milestone			Result
	Execution of power purchase agreements   Execute PPAs with cumulative volume from January 1, 2022 of 700 GW of renewable energy capacity		143% of target: Signed PPAs with a combined renewable energy capacity of 1,041 GW
	Implementation of energy efficiency projects   Progress energy efficiency projects to improve energy efficiency by 1%		114% of target: Completed projects improving energy efficiency by 1.1%
	Recycled and renewable-based polymers   Produce and market 150kt of recycled and renewable-based polymers(1)		73% of target: Produced and marketed 123kt of recycled and renewable-based products(1)

Individual Performance

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%. 

The C&TD Committee has determined that our CEO’s payout under the STI program should be directly tied to, and determined by reference to, Company performance. There was no individual performance component to Mr. Vanacker’s annual STI award. The Committee’s evaluation of each other NEO’s individual performance is described below.

Mr. McMurray’s individual performance rating of 180% is the result of his outstanding leadership of the finance function. In 2023, he successfully helped the Company navigate a challenging market environment, transform the Company’s Advanced Polymer Solutions segment, and create the new CLCS segment, and led the business through a challenging budget process for 2024. He demonstrated excellent cash management and a strong focus on shareholder returns, and was instrumental in helping drive forward the Company’s Value Enhancement Program. Mr. McMurray did an outstanding job leveraging his financial acumen and leadership to help the Company effectively unveil its new strategy and core purpose at the Company’s Capital Markets Day. Further, he has driven an excellent approach to investor relations management, focusing on consistency and clarity. Mr. McMurray effectively translated business strategy into clear, trackable strategic planning, simplifying key financial planning processes and further developing the global operating model and OneFinance transformation initiative for the Finance function. He effectively drove the reorganization of the finance function, bringing in top talent to reinforce a strong business focus and a proactive approach to merger and acquisition management, positively impacting key strategic initiatives. He also successfully oversaw the issuance of the Company’s inaugural green bonds,bond, helping advance the Company’s long-term sustainability goals.

Mr. Lane’s individual performance rating of 150% is the result of his leadership of the Olefins & Polyolefins (“O&P”) segment and Procurement function. In 2023, he successfully navigated a volatile and challenging market environment while delivering substantial contributions to the Company’s net income through the implementation of the Company’s Value Enhancement Program within the O&P business segment and procurement. He successfully transformed the O&P business by setting up integrated business teams and bringing manufacturing sites closer to customers. Further, he effectively drove improvements in manufacturing reliability, the focused expansion of the Company’s sustainable procurement program, and the successful implementation of the Company’s greenhouse gas emission reduction program. Mr. Lane also led the development of several new strategic initiatives aimed at growing and upgrading the Company’s core business.

Mr. Guilfoyle’s individual performance rating of 120% reflects his leadership of the Olefins & Polyolefins segment for the Europe, Africa, Middle East, and India region (EAMEI), navigating challenging market conditions while demonstrating strong cash management and execution under weak demand. Mr. Guilfoyle led strong improvements in manufacturing performance with record setting safety performance for the year and exceeding plan targets for the Company’s value enhancement program for several manufacturing sites in EAMEI. Further, he drove several key initiatives in the region for Olefins & Polyolefins, including the launch of the Customer and Commercial Excellence program, the development of business teams in support of growing the Company’s core business, and the execution of several strategic projects.

Mr. Rhenman’s individual performance rating of 90% reflects his leadership of the Advanced Polymer Solutions (“APS”) segment during the repositioning of the APS segment as a stand-alone and customer-focused business. He successfully developed a new APS business strategy, organization structure, value propositions, and business model. Mr. Rhenman drove the successful restoration of the APS service level to the industry benchmark with strong cash flow performance and the establishment of a project pipeline exceeding $500 million through the Company’s Value Enhancement Program. Despite these efforts, for 2023, business results did not meet the performance plan expectations.
 

2023 Long-Term Incentives 

2023 Grants of Awards

The long-term incentive awards granted to the NEOs in 2023 included PSUs (50%), RSUs (25%), and stock options (25%). The allocation among these types of awards was determined by the C&TD Committee to be the most appropriate split between equity that is performance-based (PSUs) and time-based (RSUs and stock options). RSUs granted for 2021, 2022 and 2023 cliff vest after three years while stock options vest ratably over a three-year period. The C&TD Committee believes this mix balances executive retention with the ability to offer partial, near-term vesting to potential executive hires. 

	Performance-based awards that pay out at 0 to 200% of target based on the Company’s TSR over a three-year  period and free cash flow per share relative to long-range plan projections. PSUs reward our executives if our performance over the period compares favorably to peers and expectations.
	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.
	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. The C&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 2023 C&TD Committee meeting, it was determined that certain NEOs would receive an increase in LTI target value in order to bring their compensation closer to the median of market.

For a description of the vesting and forfeiture of LTI awards upon termination, please see “Potential Payments Upon Termination or Change in Control” on page  74.

2023 Grants of PSUs With a Performance Period Ending December 31, 2025 (50%)

One-half of the value of our NEOs’ annual equity award in 2023 was granted in the form of PSUs. The number of units awarded was determined by dividing that dollar amount by the fair market value of our stock on the grant 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, 2025. Each unit deemed to be 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 2023 PSUs earned will depend 50% on the Company’s TSR over the performance period as compared to selected industry 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. Likewise, we believe use of free cash flow per share as a second metric to our PSUs also provides 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 TSR in the bottom quartile of the peer group.

The companies that are used as comparators in determining our relative TSR performance (shown below) are eighteen of the Company’s primary competitors, either directly or for investment dollars, in the chemicals industry. For 2023, the C&TD Committee maintained the same TSR peer group as used for the 2022 PSUs, including companies, both within and outside of the S&P 500 Chemicals Index, with business models most similar to that of the Company. The C&TD Committee has provided for adjustments to the peer group in the event of bankruptcies, acquisitions, or going-private transactions involving any of the peers during the performance period.

2023 PSUs - TSR Peer Group Companies

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 2023 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.

2023 Grants of RSUs (25%)

In 2023, each of our NEOs received a number of RSUs calculated by dividing 25% of the dollar amount of his LTI target by the fair market value 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. The 2023 RSU grants vest in full three years after the date of grant.

Upon vesting, holders of RSUs receive one share of the Company’s common stock for each RSU. RSU holders also receive cash dividend equivalents on their units throughout the vesting period.

2023 Grants of Stock Options (25%)

The number of options granted to each NEO is determined by dividing 25% of the value of his annual LTI target by the Black-Scholes value of options for the Company based on the 20 trading days prior to the grant date. The options granted to the NEOs in 2023 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 options is the fair market value of the Company’s shares on the grant date.

Payout of 2021 PSUs with a Performance Period Ended December 31, 2023

Each of our NEOs (other than Mr. Vanacker, who joined the Company in 2022) received a PSU award with a performance period that ended December 31, 2023. Payout of these PSUs is determined based 50% on the Company’s TSR relative to our peers over the performance period and 50% on the Company’s FCF per share relative to long-range plan projections. At its meeting in February 2024, the C&TD Committee determined that 200% had been earned under the 2021 PSUs, reflecting the fact that the Company’s TSR fell in the top quartile of selected peers and the Company’s FCF per share exceeded the target set by the C&TD Committee.

While the Company believes disclosing specific targets during an ongoing performance period would result in competitive harm, the performance period for the 2021 PSUs ended December 31, 2023. TSR and FCF per share targets for the 2021 PSUs are disclosed below, along with performance results.

TSR Rank Metric

	Actual Result: 23.48%
Percentile	100%	94%	89%	83%	78%	72%	67%	61%	56%	50%	44%	39%	33%	28%	22%	17%	11%	6%	0%
Peer Group TSR(%)	68.23	32.96	23.48	20.89	18.3	10.72	8.34	7.07	-0.41	-3.61	-6.15	-8.13	-12.78	-19.6	-19.65	-24.3	-27.97	-41.98	-46.19
Payout(%)	200	200	200	200	200	180	160	140	120	100	80	70	60	50	—	—	—	—	—

Free Cash Flow per Share Metric