Sharpening
our focus
2025 Annual General Meeting Proxy Statement
2024 Annual Report
Dear shareholders,
2024 was a year of resilience and transformation for LYB.
Last year, we sharpened our focus on creating sustainable value,
successfully navigating a global down cycle amid prolonged
volatile market conditions by executing our strategy. Our
portfolio transformation continued in earnest, with key initiatives
underway to strengthen and upgrade our core businesses. In
addition, we continued building our Circular and Low Carbon
Solutions (CLCS) business, while maintaining our culture of
excellent customer service and best-in-class safety performance.
Thanks to our strong cash generation and disciplined capital
allocation strategy, we have a robust, investment-grade balance
sheet. 2024 was our 14th consecutive year of dividend growth, and
we returned approximately $1.9 billion to shareholders through
dividends and share repurchases, underscoring our commitment
to returning value to shareholders. Despite the difficult business
environment, we fully funded all capital expenditures and
shareholder returns with cash from operations.
I am pleased to share with you select highlights from our
achievements in 2024. Our efforts prime LYB for long-term
success, as we continue to evolve our portfolio in line with
our strategic direction.
Growing and upgrading the core
The first pillar of our long-term strategy is to grow and upgrade
our core by investing in businesses where LYB holds a competitive
advantage. This approach includes prioritizing growth around our
advanced technologies and strengthening our presence in select
geographies. In 2024, we focused on optimizing our portfolio,
reallocating capital to higher-value opportunities and aligning
our assets with our core. These actions enable us to pivot to high
value opportunities and respond more effectively to changing
market dynamics.
In May 2024, we completed the sale of our ethylene oxide and
derivatives business in Texas, which allowed us to redirect working
capital to support reinvestment in the core. We also launched
a strategic review to evaluate some of our European olefins,
polyolefins, intermediates and derivatives assets in the context
of our long-term strategy.
We expanded our core polypropylene business by acquiring
a 35 percent stake in National Petrochemical Industrial Company
(NATPET), a propylene and polypropylene joint venture based
in Saudi Arabia. NATPET leverages advanced LYB process
technology and our global market positions, giving LYB access
to advantaged feedstocks, high-growth regions and additional
product marketing volumes.
We also continued to invest in our propylene oxide/tertiary butyl
alcohol (PO/TBA) technology and business. In 2023, we brought
our newest PO/TBA unit in Texas online and, on average, operated
the asset in 2024 above our target operating rates. We believe our
proprietary PO/TBA technology and assets will continue to position
LYB to capture opportunities from demand growth.
In the first quarter of 2025, we exited the refining business. While
winding down the business, we remained focused on safe and
reliable operations, achieving strong safety results.
We continue to assess future options for the site to support
our circularity and low carbon initiatives. Alternatives under
consideration include building a second, commercial-scale
chemical recycling unit with our proprietary MoReTec technology.
Other options range from exploring the production of renewable
and bio-based feedstocks, to supporting our growth in low-carbon
feedstocks and products. As detailed below, we view the
development and scalability of these options as central to our
value-focused approach to capture lasting and sustainable growth.
Building a profitable CLCS business
The second pillar of our strategy is to build a profitable CLCS
business by creating solutions to address demand for circular
and low carbon products.
“At LYB, we continue
to sharpen our focus
to achieve lasting
value creation.”
Peter Vanacker
Chief Executive Officer
ii
Our CLCS business is targeting one billion
dollars of incremental EBITDA1 from 2
million metric tons of annual volumes2
by 2030. Despite the challenges in the
chemical industry over the past year, we
are making margin and volume progress
toward our 2030 plan. Last year, LYB
produced and marketed more than
200,000 metric tons of recycled and
renewable-based polymers2. Since 2019,
volumes of our recycled and renewable-
based polymers have rapidly grown at a
compound annual growth rate (CAGR)
of 57 percent.
We continue to build this business through
a disciplined, capital-efficient strategy that
leverages our existing infrastructure and
competitive advantages. These advantages
include our leading technologies and
valuable positions in growing markets
with a global network of deep customer
relationships. We are investing across the
value chain to access advantaged circular
and renewable feedstocks, process plastic
waste, develop chemical recycling
technologies, and produce and market
recycled and renewable-based polymers.
Critical to our ambitions in the CLCS space
is our proprietary MoReTec technology,
a catalytic, chemical recycling process,
which converts mixed plastic waste into
raw materials to produce new polymers.
This technology enhances our circular
solutions portfolio and positions LYB for
durable growth in a lower-carbon economy.
In September 2024, we began construction
of our first, commercial-scale MoReTec
plant at our Wesseling, Germany site.
Expected to start up in 2026, the unit is
designed to recycle the amount of post-use
plastics generated by 1.2 million German
residents every year, and demonstrate the
scalability of this technology.
LYB also took other steps to build out
our CLCS business in 2024, including:
• Forming differential collaborations
with global brand-owners and
automakers;
• Acquiring mechanical recycling assets
in Southern California;
• Making the final investment decision for
the expansion of our Genox joint venture
in China, which will more than double its
mechanical recycling capacity;
• Starting up plastic waste sorting and
recycling operations at our Source One
Plastics joint venture’s facility in
Germany; and
• Acquiring solvent-based recycling
assets in Germany for processing
hard-to-recycle, flexible plastic
waste materials.
In parallel to these efforts, we furthered
our commitment to being a leader in
value creation from low carbon products,
delivering solutions that advance our
customers’ climate ambitions and reduce
greenhouse gas (GHG) emissions from
our global operations and value chain
compared to fossil-based alternatives.
In 2024, we secured power purchase
agreements (PPAs) with an aggregate
generation capacity that will enable us
to meet our goal of procuring at least 50
percent of our electricity from renewable
sources by 2030 3. Our approach to PPAs
balances fixed and floating price
structures to mitigate risks associated
with energy price volatility and supply
uncertainties. Additionally, this helps us
improve operational resiliency and
supports our value-creating sustainability
ambitions tied to low carbon products
and GHG-emission reduction.
Stepping up performance and culture
The third pillar of our strategy is to
step up our performance and culture.
Integral to this pillar are our LYB workforce
competencies, which provide a framework
for how we behave day to day and allow
LYB to achieve our strategic goals and
advance our culture. Across the enterprise,
we see our culture transforming through
initiatives like the Value Enhancement
Program (VEP) and our focus on
embedding equity and promoting
inclusion.
VEP is a company-wide program that
empowers employees to harness their
expertise to identify opportunities for
continuous value creation and implement
solutions from the bottom up. These
initiatives make LYB more nimble and
competitive by fostering an inclusive
culture of lasting improvement and
collaboration. In 2024, VEP delivered a
year-end run rate of more than $800
million of recurring, annual EBITDA
improvement 1.
Other attributes of our culture, including
our best-in-class safety practices,
customer focus and ability to innovate, are
essential strengths and will remain a top
priority for us. We are also committed to
championing our global workforce,
including attracting, retaining and
developing our talent. In fact, 74 percent
of our senior-leader openings were filled
with internal talent in 2024, and our
employee turnover rate decreased by
about 3 percentage points since 2022.
In concert with our Board of Directors,
our management takes an intentional
approach to succession planning,
including for members of our executive
committee. In the last quarter of 2024, we
announced that Agustin Izquierdo would
succeed Michael McMurray as our Chief
Financial Officer, effective March 2025.
Agustin previously served as our Senior
Vice President, Olefins & Polyolefins
Americas & Refining, and I am confident
he will provide strong leadership to our
finance organization.
Looking ahead
Our 2024 achievements demonstrate
our continuing commitment to durable,
sustainable value creation and reflect
the hard work of our global team. In
recognition of our progress across the
company’s three strategic pillars, LYB
received top marks from industry
benchmarks in 2024. We ranked first
among plastics producers in Bloomberg
NEF’s 2024 circular economy company
rankings and retained our leading AA ESG
rating by MSCI. These achievements
further distinguish LYB as an industry
leader in aligning sustainability with
shareholder value.
Looking ahead, the Board of Directors
and I are confident LYB is well positioned
to deliver on our enterprise objectives and
reward shareholders with generous returns.
During 2025, we expect to unlock
additional value by continuing to execute
our strategy and strengthening our core
businesses. We anticipate incremental
growth of the CLCS business, additional
profitability from VEP, and transformation of
our Advanced Polymer Solutions business.
At LYB, we continue to sharpen our focus
to achieve lasting value creation, and I look
forward to updating you on our strategy
and performance as the new year unfolds.
Peter Vanacker
1. See Appendix A of the 2025 Proxy Statement for information about our non-GAAP financial measures and discussion
of the company’s use of these measures, including CLCS incremental EBITDA and recurring annual EBITDA.
2. Production and marketing includes: (i) joint venture production marketed by LYB plus our pro rata share of the remaining
production produced and marketed by the joint venture, and (ii) production via third-party tolling arrangements.
3. Based on 2020 procured levels.
iii
2024
highlights1
Focused on
shareholder returns
Our capital allocation strategy prioritizes the
return of capital through a strong and sustainable
dividend while investing in reliable operations
and disciplined growth supported by an
investment-grade balance sheet.
Value Enhancement Program
Targeting at least $1 B in recurring annual EBITDA2 by year end 2025 through an
evergreen culture shift empowering employees to pursue value creation via select,
bottom-up iniatives.
$1.9 B
returned to
shareholders
1. Identified items include adjustments for lower of
cost or market (LCM), gain on sale of business, asset
write-downs in excess of $10 million in aggregate
for the period and refinery exit costs.
2. Year-end run-rate is estimated based on 2017-2019
mid-cycle margins and modest inflation relative to
a 2021 baseline.
See Appendix A of the 2025 Proxy Statement for
information about our non-GAAP financial measures
and discussion of the Company’s use of these measures
including EBITDA and EBITDA, diluted earnings per share,
and net income excluding identified items.
$1.4 B
Net Income
$2.1 B
Net Income
excluding
identified items
$4.15
Diluted EPS
$6.40
Diluted EPS
excluding
identified items
$3.5 B
EBITDA
$4.3 B
EBITDA
excluding
identified items
$3.8 B
Cash from
operating
activities
$1.9 B
Dividends and
share repurchases
$800+
MM
year-end recurring
annual EBITDA2
Dividend
USD per share
$4.20
$4.44
$4.70
$4.94
$5.27
$5.20
2020
2021
2022
2023
2024
Approx. 5.8% CAGR
Regular dividend
Special dividend
iv
2. Feedstocks produced via the MoReTec process (pyrolysis oil and gas) displace fossil-based
feedstocks in the olefins cracking process; the stated carbon footprint reduction is based on a
comparison of Life Cycle Assessment (LCA) results for (i) pyrolysis oil and gas produced by the
MoReTec technology, and (ii) fossil-based naphtha feedstock. LCA for pyrolysis oil and gas based
on MoReTec pilot plant data. LCA for fossil-based naphtha includes carbon emissions associated
with the production of fossil-based naphtha feedstock, plus incineration of the equivalent amount
of mixed plastic waste required to produce pyrolysis oil and gas via the MoReTec process.
3. Yield depending on the quality of the waste plastic feedstock. We define yield as the percentage by
weight of the waste plastic (with >85% polyolefin feed) fed to the process that is converted into
liquid and gaseous products (pyrolysis oil and pyrolysis gas) that can be used to produce new
polyolefins.
Pursuing sustainable
growth with our
MoReTec technology
In 2024, we began construction of our first, commercial-
scale catalytic chemical recycling unit in Europe.
Located at our Wesseling site in Germany, MoReTec-1
is integral to our Cologne-area CLCS hub, together with
upstream investments in waste sorting and our existing
olefins and polyolefins assets. MoReTec–1, a first-of-its-
kind, commercial-scale chemical recycling plant, will
use our proprietary MoReTec technology to convert
post-consumer plastic waste into circular feedstock for
the production of new polymers. The circular feedstock
is a replacement for fossil-based feedstock.
Circular and low carbon
solutions growth
Strong volume growth in 2024 despite challenging environment
Acquired solvent-
based recycling
technologies and
assets for low density
polyethylene in
Germany
Acquired
mechanical
recycling assets in
California
50%
lower carbon
footprint2
80%+
yield3
50 kt
annual capacity
LYB recycled and renewable-based polymers1
(thousand metric tons)
123
203
2019
2021
2023
2024
+57%
CAGR
1. Production and marketing includes: (i) joint venture production marketed by LYB plus
our pro rata share of the remaining production produced and marketed by the joint
venture, and (ii) production via third-party tolling arrangements.
v
Board of Directors
Executive Committee
Trisha Conley
Executive Vice President,
People and Culture
Peter Vanacker
Chief Executive Officer
Kimberly Foley
Executive Vice President,
Global Olefins & Polyolefins (O&P) and
Refining
Dale Friedrichs
Executive Vice President, Operational
Excellence and HSE
Aaron Ledet
Executive Vice President,
Intermediates and Derivatives (I&D)
and Supply Chain
Agustin Izquierdo
Executive Vice President and
Chief Financial Officer
Torkel Rhenman
Executive Vice President,
Advanced Polymer Solutions
Tracey Campbell
Executive Vice President,
Sustainability and Corporate Affairs
Jeffrey Kaplan
Executive Vice President and
General Counsel
Yvonne van der Laan
Executive Vice President, Circular
and Low Carbon Solutions
James Seward
Executive Vice President and
Chief Innovation Officer
Note: Committee assignments in magenta denote chairperson.
Effective as of March 1, 2025.
Lincoln Benet
Finance Committee, Nominating and
Governance Committee
Robin W. T. Buchanan
Health, Safety, Environmental &
Sustainability Committee, Nominating
and Governance Committee
Anthony R. Chase
Audit Committee, Compensation and
Talent Development Committee
Claire S. Farley
Audit Committee, Nominating and
Governance Committee
Robert W. Dudley
Health, Safety, Environmental &
Sustainability Committee, Finance
Committee
Albert J. Manifold
Compensation and Talent
Development Committee, Health,
Safety, Environmental & Sustainability
Committee
Bridget Karlin
Audit Committee, Finance Committee,
Nominating and Governance
Committee
Jacques Aigrain
Chair of Board, Audit Committee,
Finance Committee, Nominating and
Governance Committee
Virginia A. Kamsky
Compensation and Talent
Development Committee, Health,
Safety, Environmental & Sustainability
Committee
Michael S. Hanley
Audit Committee, Finance Committee
Rita Griffin
Compensation and Talent
Development Committee, Health,
Safety, Environmental & Sustainability
Committee
Peter Vanacker
Chief Executive Officer
vi
2025
Annual General Meeting of
Shareholders Proxy Statement
LyondellBasell
2025 Proxy Statement
1
Chair Letter
April 11, 2025
Dear fellow shareholders,
On behalf of the Board of Directors of LyondellBasell Industries N.V. (“LYB” or the “Company”), I am
pleased to present our 2025 proxy statement.
SHARPENING OUR FOCUS
In 2024, we made significant strides on our transformation journey despite challenging market conditions. Our
strategy helped sharpen our focus and guide LYB through volatile market cycles, balancing short‑term priorities
with long‑term value creation. We generated $3.8 billion in cash from operating activities and returned $1.9
billion to our shareholders through dividends and share repurchases, marking our fourteenth consecutive year
of annual dividend growth.
GROWING AND UPGRADING THE CORE
We continue to focus on investing in and developing our core businesses and competitively advantaged
technologies that offer high returns and build on our strengths. Our cost discipline and strategic approach
to portfolio management allowed us to monetize divestitures, free up working capital, and reduce capital
expenditures to support reinvestment in our core businesses. Last year, we closed the divestiture of our
ethylene oxide and derivatives business, completed the acquisition of our new propylene and polypropylene
joint venture in Saudi Arabia, and launched a strategic review of our European assets.
INVESTING IN TOMORROW
We continue to pursue our climate and circularity ambitions. In 2024, we secured power purchase
agreements (PPAs) with an aggregate generation capacity that will enable us to meet our 2030 goal of
procuring at least 50 percent of our electricity from renewable sources, based on 2020 procured levels. We
also made significant progress on our goal to build a profitable Circular and Low Carbon Solutions (CLCS)
business. In 2024, we acquired mechanical recycling assets in Southern California, formed a plastics recycling
joint venture in Southern China, and celebrated the important milestone of laying the foundation for our first
catalytic chemical recycling plant in Wesseling, Germany.
CHAMPIONING PEOPLE
All our achievements reflect the hard work of our employees, who are at the heart of everything we do. We remain
committed to GoalZERO, our company‑wide safety culture that aims to achieve zero injuries, zero incidents, and
zero accidents across all operations. In 2024, we maintained our track record of strong safety performance, with a
total recordable incident rate of 0.127 and a process safety incident rate of 0.021. Seventy of our manufacturing
sites achieved GoalZero, and seventy‑two manufacturing sites were injury‑free. We also advanced our employee
engagement efforts through our eight global employee networks, including two new networks, Sustainability
and Veterans, added in 2024.
BOARD AND LEADERSHIP
In May 2024, we welcomed Bridget Karlin to our Board, bringing extensive experience in enterprise‑wide
digital technology to our Board. In November 2024, we announced the promotion of Agustin Izquierdo to
CFO effective March 2025, succeeding Michael McMurray. We are grateful for Michael's significant
contributions to LYB over the past five years.
SHAREHOLDER VOTING
Our Board, which I am proud to chair, continues to serve LYB and our shareholders through strong oversight,
strategic guidance, and commitment to our values. Your vote is important, and we encourage you to read
the attached proxy statement and cast your vote as soon as possible to ensure your shares are represented
at the meeting. Thank you for your investment in LYB.
$3.8B
CASH FROM
OPERATING
ACTIVITIES
$1.9B
RETURNED TO
SHAREHOLDERS
JACQUES AIGRAIN
Chair of the Board
LyondellBasell
2025 Proxy Statement
2
About LyondellBasell
We are LyondellBasell – a leader in the global chemical industry creating solutions for everyday sustainable living.
Through advanced technology and focused investments, we are enabling a circular and low carbon economy.
Across all we do, we aim to unlock value for our customers, investors and society. As one of the world’s largest producers of
polymers and a leader in polyolefin technologies, we develop, manufacture and market high‑quality and innovative products for
applications ranging from sustainable transportation and food safety to clean water and quality healthcare.
Our Purpose
Creating solutions for everyday sustainable living
Our Values
Our values provide grounding in behaviors that ensure
our team is achieving company objectives through a
shared, unifying culture of commitment and purpose.
We champion people
We put people at the heart of everything we do by fostering a
positive culture, adopting a customer‑centric lens, and being
safety‑minded.
We strive for excellence
We relentlessly raise the bar by feeling empowered to
take ownership, promoting collaborative ways of working,
and being passionate about our impact on the world.
We shape the future
We
remain
on
the
cutting‑edge
by
initiating
environmentally conscious decisions, spurring creative
solutions, and cultivating a pioneering mindset.
Our Commitments
We’re committed to delivering unique products and services
in the following ways:
Sustainability‑focused innovation
We redefine our industry by developing circular and low carbon
products and technologies at scale and championing chemistry
as a sustainable solution for our planet.
Outside‑in perspective
We develop a deep understanding of emerging trends,
end‑markets, and consumer needs to stay one step ahead,
create meaningful value, and lead our customers forward.
Ever‑better performance
As an inventor and leader in chemistry, we apply our
combined expertise to elevate our performance and develop
extraordinary, high‑quality products.
Impactful collaboration
We foster relationships across the entire value chain to
successfully solve global challenges, create better outcomes,
and amplify our impact on the communities we serve.
2024 Company Snapshot
100+
countries where our
products are sold
20
countries with manufacturing
sites and joint ventures
~6,200
patents and patent
applications worldwide
~20,300
employees globally
#1
largest producer of
polyethylene (PE) and
polypropylene (PP) in Europe
#1
largest producer of
oxyfuels worldwide
#2
largest producer of
PP worldwide
#2
largest producer of
propylene oxide (PO)
worldwide
LyondellBasell
2025 Proxy Statement
3
Notice of and Agenda for 2025
Annual General Meeting of Shareholders
MEETING INFORMATION
FRIDAY, MAY 23, 2025
8:00 a.m. Local Time
HILTON HOTEL
Schiphol Airport, Schiphol Blvd. 701
1118 BN Schiphol, the Netherlands
ITEMS OF BUSINESS
1.
2.
3.
4.
5.
6.
7.
8.
Elect our Board of Directors;
Discharge our directors from liability in connection with the exercise of their duties during 2024;
Adopt our 2024 Dutch statutory annual accounts;
Appoint the external auditor for our 2025 Dutch statutory annual accounts;
Ratify the appointment of our independent registered public accounting firm;
Provide an advisory vote on our executive compensation (say‑on‑pay);
Authorize the repurchase of up to 10% of our issued share capital; and
Approve the cancellation of all or a portion of the shares held in our treasury account.
We will also discuss our corporate governance, dividend policy, and executive compensation program.
By order of the Board,
CHARITY R. KOHL
Corporate Secretary
April 11, 2025
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 25, 2025.
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 88
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 16, 2025. See
page 88 for more information.
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual General Meeting
This proxy statement and our 2024 annual report to shareholders are available on our website at Investors.LyondellBasell.com by clicking “Financials,” then
“Annual Reports.” This proxy statement is first being mailed and delivered electronically to shareholders on or about April 11, 2025. If you wish to receive
future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 89 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.
LyondellBasell
2025 Proxy Statement
4
TABLE OF CONTENTS
Proxy Statement Summary
5
Item 1. Election of Directors
8
Corporate Governance
17
Director Compensation
35
Item 2. Discharge of Directors from Liability
37
Item 3. Adoption of Dutch Statutory Annual Accounts
37
Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory
Annual Accounts
38
Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm
38
Audit Committee Report
40
Item 6. Advisory Vote on Executive Compensation (Say‑On‑Pay)
41
Compensation Discussion and Analysis
43
Compensation Committee Report
60
Compensation Tables
61
Potential Payments Upon Termination or Change in Control
71
Equity Compensation Plan Information
75
CEO Pay Ratio
76
Pay Versus Performance
77
Item 7. Authorization to Conduct Share Repurchases
80
Item 8. Cancellation of Shares
81
Securities Ownership
82
Questions and Answers about the Annual General Meeting
86
Appendix A: Reconciliation of Non‑GAAP Financial Measures
91
FORWARD‑LOOKING STATEMENTS
The statements in this proxy statement relating to matters that are not historical facts are forward‑looking statements. These forward‑looking
statements are based upon assumptions of management of LYB which are believed to be reasonable at the time made and are subject to significant
risks and uncertainties. When used in this proxy statement, the words “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”
“predict,” “should,” “will,” “expect,” and similar expressions are intended to identify forward‑looking statements, although not all forward‑looking
statements contain such identifying words. Actual results could differ materially based on factors including, but not limited to, our ability to attract and
retain a highly skilled workforce; actions taken by customers, suppliers, regulators, and others in response to increasing concerns about the
environmental impact of plastic in the environment or other general sustainability initiatives; our ability to meet our sustainability goals, including the
ability to operate safely, increase production of recycled and renewable‑based polymers to meet our targets and forecasts, and reduce our emissions
and achieve net zero emissions by the time set in our goals; our ability to procure energy from renewable sources; our ability to build a profitable
Circular and Low Carbon Solutions business; our ability to successfully implement initiatives identified pursuant to our Value Enhancement Program
and generate anticipated earnings; water scarcity and quality; the pace of climate change and legal or regulatory responses thereto; technological
developments, and our ability to develop new products and process technologies; benefits and synergies of any proposed transactions; receipt of
required regulatory approvals and the satisfaction of closing conditions for our proposed transactions; and final investment decision and the
construction and operation of any proposed facilities described. Additional factors that could cause results to differ materially from those described in
the forward‑looking statements can be found in the “Risk Factors” sections of our Form 10‑K for the year ended December 31, 2024, which can be
found at Investors.LyondellBasell.com by clicking “Financials,” then “Annual Reports,” and on the Securities and Exchange Commission’s website
at www.sec.gov. There is no assurance that any of the actions, events or results of the forward‑looking statements will occur, or if any of them do, what
impact they will have on our results of operations or financial condition. Forward‑looking statements speak only as of the date they were made and are
based on the estimates and opinions of management of LYB at the time the statements are made. LYB does not assume any obligation to update
forward‑looking statements should circumstances or management’s estimates or opinions change, except as required by law.
References to our website in this proxy statement are provided as a convenience, and the information on our website is not, and shall not be deemed
to be a part of this proxy statement or incorporated into any other filings we make with the Securities and Exchange Commission.
LyondellBasell
2025 Proxy Statement
5
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
Date and Time
Friday, May 23, 2025,
8:00 a.m. Local Time
Place
Hilton Hotel, Schiphol Airport
Schiphol Blvd. 701
1118 BN Schiphol, the Netherlands
Record Date
Friday, April 25, 2025
Agenda and Voting Recommendations
Item
Board Recommendation
Page
1
Election of 12 directors
FOR all nominees
8
2
Discharge of directors from liability
FOR
37
3
Adoption of Dutch statutory annual accounts
FOR
37
4 Appointment of auditor of Dutch statutory annual accounts
FOR
38
5
Ratification of independent registered public accounting firm
FOR
38
6 Advisory vote on executive compensation (say‑on‑pay)
FOR
41
7
Authorization to conduct share repurchases
FOR
80
8
Cancellation of shares
FOR
81
Corporate Governance Highlights
Annual election of directors
Shareholder rights and engagement (one class of voting
stock, no poison pill, ongoing shareholder engagement)
Independent Board (11 of 12 director nominees)
Code of Conduct, most recently revised in February 2025,
supported by whistleblower helpline and robust compliance
program
Independent Board Chair and Committees (100%
of directors on each Board Committee
are independent)
Board oversight of strategy, risk management, capital
allocation, cybersecurity, human capital management
and sustainability
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, including individual assessments for
the Chair and directors
High director attendance and engagement, with average
meeting attendance of 96% in 2024
Board refreshment supported by mandatory
retirement age and annual Board self‑assessments
Policies prohibiting insider trading for directors, executives,
employees and LYB
Board diversity (4 female director nominees and
2 ethnically/racially diverse director nominees)
Stock ownership guidelines for directors and executives and
policy against hedging and pledging LYB shares
LyondellBasell
2025 Proxy Statement
6
2025 Director Nominees
All Committee memberships shown in the table below are effective as of March 1, 2025. For more information about our
2024 Committee membership, see “Board and Committee Information” on page 29.
Nominee
Age
Years of
Service
Independent
Committee Memberships
Other
Public
Boards
Audit
C&TD
NomGov
HSE&S
Finance
Jacques Aigrain
70
14
YES
●
●
●
2
Lincoln Benet
61
10
YES
●
1
Robin Buchanan
73
14
YES
●
●
0
Anthony Chase
70
4
YES
●
●
3
Robert Dudley
69
4
YES
●
●
2
Claire Farley
66
11
YES
●
2
Rita Griffin
62
2
YES
●
0
Michael Hanley
59
7
YES
●
0
Virginia Kamsky
71
3
YES
●
●
0
Bridget Karlin
68
1
YES
●
●
●
1
Albert Manifold
62
6
YES
●
0
Peter Vanacker
59
3
CEO
1
Chair ●Member
Independence
Attendance
Demographic Summary
50%
4/12
2/12
7/12
Women 33%
Ethnically/Racially Diverse 17%
Non-U.S. or Dual Citizen 58%
Gender or Ethnically/
Racially Diverse Nominees
2 women
SERVING AS COMMITTEE CHAIRS
11/12
Independent
Directors
0 to 4: 6
96%
Meeting
Attendance
Tenure
6.6 years
Average tenure
Age
65.8 years
Average age
5 to 8: 2
More than 8: 4
50΄s: 2
60΄s: 6
70΄s: 4
LyondellBasell
2025 Proxy Statement
7
2024 Performance Overview
In 2024, LYB faced challenging market conditions head on, executing our strategy with discipline and focusing on
shareholder returns and dividend growth. Despite the headwinds, our pursuit of operational and commercial excellence
helped us meet customer needs and generate solid returns while positioning the Company for durable and sustainable
growth. We remain committed to a disciplined approach to capital allocation while advancing long‑term strategies that
accelerate sustainable growth and deliver shareholder returns.
$1.4 B
$4.3 B
$1.9 B
Net Income
EBITDA ex. Identified Items*
Returned To Shareholders
* See Appendix A for information about our non‑GAAP financial measures and a reconciliation of net income to EBITDA, including and excluding identified items.
Identified items include adjustments for “lower of cost or market" (LCM), gain on sale of business, asset write‑downs in excess of $10 million in aggregate for the
period and refinery exit costs.
STRATEGY
Executed strategies to grow and
upgrade our core and build a
profitable CLCS business
STRONG
BALANCE SHEET
Maintained a strong, investment‑grade
balance sheet and ample liquidity
SAFETY
Achieved GoalZERO at 70 of our
manufacturing sites, and 72
manufacturing sites were injury‑free
SHAREHOLDER
RETURNS
Delivered 14 consecutive year of
regular dividend growth
COST
DISCIPLINE
Remained committed to balanced
and disciplined capital allocation to
enhance value and growth
SUSTAINABILITY
Invested in projects to reduce
emissions, secure renewable electricity,
and reduce plastic waste
2024 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 2024, challenging market conditions
negatively impacted EBITDA, offset by our strong performance on the safety, sustainability, and value creation metrics, resulting
in annual bonuses paying slightly above target. Our performance share units (“PSUs”) granted in 2022 under our long‑term
incentive program, with a three‑year performance period ended December 31, 2024, earned 79% of target, reflecting the fact that
our total shareholder return (“TSR”) was negative but fell in the upper half of selected peers and our free cash flow (“FCF”) per
share fell below the target set by our C&TD Committee due to the challenging market environment in 2024. For more information
on our annual bonus performance metrics, see “2024 Executive Compensation Decisions in Detail” on page 50.
2024 Annual Bonus Payout
Business Results
Value Creation
Safety Performance
Sustainability
60%
20%
10%
10%
Overall
Payout
EBITDA
Performance
against Adjusted
EBITDA Budget
TRIR (50%)
Injury Rate
PSIR (50%)
Process Safety
Incident Rate
Milestones
- PPA execution
- Energy efficiency
- Produce and market
recycled/renewable-
based polymers
Milestones
Achievement of
incremental
EBITDA targets
Result: 62% Payout
Result: 153% Payout
Result: 163% Payout
Result: 200% Payout
104%
th
LyondellBasell
2025 Proxy Statement
8
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 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 2026 annual general meeting of shareholders. All of the nominees are current
directors elected by shareholders at the 2024 annual general meeting.
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.
Director Nominees’ Independence, Tenure, and
Experience
Our director nominees provide the Board with a broad range of perspectives across various attributes, including the
qualifications and skills identified below, as well as gender, race, ethnicity, nationality, age, and tenure profiles. Each of the
eleven non‑executive directors nominated to our Board is independent. In accordance with goals we set as required under
Dutch law, we continue to have at least 33% of the seats on our Board held by women and at least 33% by men.
This section provides information on our director nominees for the 2025 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 29.
11/12
Independent
Directors
Independence
Age
65.8 years average age
4
2
6
50’s
60’s
70’s
Demographic Summary
50%
4/12
2/12
7/12
Women 33%
Ethnically/Racially Diverse 17%
Non-U.S. or Dual Citizen 58%
Gender or Ethnically/
Racially Diverse Nominees
Tenure
6.6 years average tenure
6
2
4
0 to 4
5 to 8
More than 8
LyondellBasell
2025 Proxy Statement
9
DIRECTOR EXPERIENCE AND EXPERTISE
Aigrain
Benet
Buchanan
Chase
Dudley
Farley
Griffin
Hanley
Kamsky
Karlin
Manifold
Vanacker
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, 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
●
●
●
●
●
●
●
DEMOGRAPHICS
African American or Black
●
Alaskan Native or American Indian
Asian
Caucasian or White
●
●
●
●
●
●
●
●
●
●
Hispanic or Latino
●
Native Hawaiian or Pacific Islander
Gender/Identity
Male
●
●
●
●
●
●
●
●
Female
●
●
●
●
LGBTQ+
●
LyondellBasell
2025 Proxy Statement
10
Director Nominations
The Board is responsible for nominating candidates for Board membership,
and our Nominating and Governance Committee is responsible for
recommending director candidates to the Board. Potential candidates may also
be recommended to the Nominating and Governance Committee for
consideration by other directors, management, and our shareholders. From
time to time, the Committee works with outside search firms to assist with
identifying and evaluating director candidates.
A shareholder who wishes to recommend a director candidate should submit a
written recommendation to our Corporate Secretary by email or regular mail.
The recommendation must include the name of the nominated individual,
relevant biographical information, and the individual’s consent to be nominated
and to serve if elected. The Corporate Secretary may request additional
information to assist the Nominating and Governance Committee in its
evaluation. Our Nominating and Governance Committee uses the same process
to evaluate shareholder nominees as it does in evaluating nominees identified by
other sources. For our 2026 annual general meeting of shareholders,
recommendations must be received by December 9, 2025 to be considered.
BY EMAIL
send an email to
CorporateSecretary@LyondellBasell.com
BY MAIL
LyondellBasell Industries N.V.
c/o Corporate Secretary
4th Floor, One Vine Street
London W1J 0AH, United Kingdom
2025 Nominees to the Board
On the recommendation of the Nominating and Governance Committee, the Board has nominated each of the twelve
directors elected by shareholders at our 2024 annual general meeting. In evaluating these nominees, the Nominating and
Governance Committee considered the results of the 2024 Board evaluation conducted by an independent outside
consultant, 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. Each nominee has consented to serve as a director if
elected. We introduce our twelve nominees below.
LyondellBasell
2025 Proxy Statement
11
Jacques Aigrain, 70
French‑Swiss
Non‑Executive Director since 2011;
Chair since 2018
INDEPENDENT
Committees
Biography
Mr. Aigrain is our Chair of the Board and a retired Senior Advisor and Partner of Warburg Pincus, a global private equity firm. Prior to joining
Warburg Pincus in 2013, Mr. Aigrain spent nine years at SwissRe AG, a publicly traded insurance company, including as Chief Executive
Officer, and 20 years in global leadership roles at J.P. Morgan in New York, London and Paris. He also has many years of experience as a
director of public and multinational organizations, including The London Stock Exchange Group plc, WPP plc, a multinational advertising and
public relations company, and currently, Clearwater Analytics Holdings Inc., a maker of financial software products. He also currently serves
as chair of the board of TradeWeb Markets Inc., an international financial services company. He holds a doctorate in economics from
Université Paris‑Sorbonne and a master’s in economics from Université Paris Dauphine – PSL. Mr. Aigrain’s more than 30 years of financial
services and management background, including extensive executive and board experience, provide him with expertise in strategy
development and implementation, mergers and acquisitions, finance, and capital markets. Additionally, he brings substantial knowledge of
board and governance matters to the Board.
Skills And Qualifications
Other Current Public Directorships
Former Public Directorships
Lincoln Benet, 61
American‑British
Non‑Executive Director since 2015
INDEPENDENT
Committees
Biography
Mr. Benet has served as Chief Executive Officer of Access Industries, a privately held industrial group with world‑wide holdings, since 2006.
Prior to joining Access, he spent 17 years at Morgan Stanley, including as Managing Director. Mr. Benet also has experience serving on the
boards of several privately held and publicly traded companies, including those in the investment, music and publishing, oil and gas pipes
and tubing, cement, sports media, and petrochemicals industries. As a result of this background, he brings to our Board a working
knowledge of global markets, mergers and acquisitions, executive management, strategic planning, and corporate strategy, as well as
extensive experience with international finance and corporate finance matters, including treasury, insurance, and tax. Mr. Benet received his
M.B.A. from Harvard Business School and his B.A. in Economics from Yale University. Mr. Benet possesses significant experience advising and
managing publicly traded and privately held enterprises and brings substantial knowledge of corporate finance and strategic business
planning activities to the Board.
Skills And Qualifications
Other Current Public Directorships
Audit Committee
•
Nominating and Governance Committee
•
Finance Committee
•
Industry Experience
•
Corporate Strategy
•
Mergers & Acquisitions
•
Capital Markets
•
Corporate Finance
•
CEO Experience
•
Corporate Governance
•
Risk Management
•
Public Company Director
•
International Operations
•
Clearwater Analytics Holdings Inc. (since 2021)
•
TradeWeb Markets Inc. (since 2022)
•
The London Stock Exchange Group plc (2013‑2022)
•
WPP plc (2013‑2022)
•
Nominating and Governance Committee
•
Finance Committee (Chair)
•
Corporate Strategy
•
Mergers & Acquisitions
•
International Operations
•
Human Capital Management
•
Corporate Governance
•
Corporate Finance
•
Risk Management
•
Technology & Innovation
•
Capital Markets
•
CEO Experience
•
Public Company Director
•
Public Policy & Compliance
•
Warner Music Group Corp. (since 2011; public since 2020)
•
LyondellBasell
2025 Proxy Statement
12
Robin Buchanan, 73
British
Non‑Executive Director since 2011
INDEPENDENT
Committees
Biography
Mr. Buchanan has previously served as Dean and President of London Business School, the Chairman of PageGroup plc, a global specialist
recruitment company, a director of Schroders plc, a global asset management firm, a director of Cicap Ltd, a global private equity firm, and
a director of Bain & Company Inc., a global business consulting firm. Prior to that, he served as the Managing Partner of Bain in the UK and
Senior Partner for the UK and South Africa. Until August 2023, Mr. Buchanan also served as an advisor to Access Industries and
Non‑Executive Chairman of its Advisory Board. Mr. Buchanan’s experience as a board member of publicly traded, private, and charitable
companies, Dean of a leading Business School, and long tenure with Bain provide him with deep experience in strategy, leadership, board
effectiveness, business development, and acquisitions across most industry sectors, including considerable involvement with chemicals
and energy in Europe. He also brings a wealth of experience in board and governance matters, particularly as related to multi‑national
companies. Mr. Buchanan is a Chartered Accountant and a published author on strategy, acquisitions, leadership, board effectiveness,
corporate governance, and compensation. Mr. Buchanan received his FCA from the Institute of Chartered Accountants in England & Wales
and his M.B.A. with High Distinction from Harvard Business School.
Skills And Qualifications
Former Public Directorships
Anthony Chase, 70
American
Non‑Executive Director since 2021
INDEPENDENT
Committees
Biography
Mr. Chase is the Chairman and Chief Executive Officer of ChaseSource, L.P., a staffing, facilities management, and real estate development
firm founded by him in 2006 and recognized as one of the nation’s largest minority‑owned businesses by Black Enterprise Magazine. Prior
to ChaseSource, Mr. Chase founded and sold three successful ventures: Chase Radio Partners, Cricket Wireless and ChaseCom. He is also a
principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principle Toyota dealership in greater
Memphis. He currently serves as a director of Cullen/Frost Bankers, Inc., a financial holding company, Nabors Industries, an operator of
drilling rig fleets and provider of offshore platform rigs, and National Energy Services Reunited Corp, an oilfield service provider. Mr. Chase
is a Professor of Law Emeritus at the University of Houston Law Center, a member of the Council on Foreign Relations, and serves on the
board of numerous Houston‑based non‑profits including the Houston Endowment, the Greater Houston Partnership, the Greater Houston
Community Foundation, the M.D. Anderson Board of Visitors, and the Texas Medical Center. He previously served as Deputy Chairman of
the Federal Reserve Bank of Dallas. Mr. Chase is an honors graduate of Harvard College, Harvard Law School and Harvard Business School.
He has received many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s
2015 Entrepreneur of the Year, NAACP 2013 Mickey Leland Humanitarian Award, GHP 2013 Bob Onstead Leadership Award, the 2012
Whitney M. Young Jr. Service Award, Ernst & Young’s Entrepreneur of the Year Award, Bank of America’s Pinnacle Award and UH Law
Center’s Baker Faculty Award.
Skills And Qualifications
Other Current Public Directorships
Former Public Directorships
HSE&S Committee
•
Nominating and Governance Committee
•
Industry Experience
•
Corporate Strategy
•
Mergers & Acquisitions
•
Corporate Finance
•
International Operations
•
Leadership Development
•
Executive Management
•
Risk Management
•
Public Company Director
•
Human Capital Management
•
Corporate Governance
•
Corporate Accounting
•
Schroders plc (2010‑2019)
•
Audit Committee
•
C&TD Committee
•
CEO Experience
•
Risk Management
•
Mergers & Acquisitions
•
Public Policy & Compliance
•
HSE Experience
•
Corporate Strategy
•
Corporate Governance
•
Technology & Innovation
•
Corporate Finance
•
Public Company Director
•
Human Capital Management
•
Nabors Industries Ltd. (since 2019)
•
Cullen/Frost Bankers, Inc. (since 2020)
•
National Energy Services Reunited Corp (since 2024)
•
Par Pacific Holdings, Inc. (2021‑2024)
•
Heritage‑Crystal Clean, Inc. (2020‑2022)
•
Anadarko Petroleum Corporation (2014‑2019)
•
LyondellBasell
2025 Proxy Statement
13
Robert Dudley, 69
American‑British
Non‑Executive Director since 2021
INDEPENDENT
Committees
Biography
Mr. Dudley is Chairman of the international industry‑led Oil and Gas Climate Initiative, which aims to accelerate the oil and gas industry’s
response to climate change, and Chair of the Accenture Global Energy Board. He served as the Group Chief Executive of BP plc, a global
energy provider, from 2010 to 2020. He was appointed to the board of BP in 2009, and previous executive roles with BP include Alternative
and Renewable Energy activities and responsibility for BP’s upstream business in Russia, the Caspian region, and Africa. Mr. Dudley is a
Fellow of the Royal Academy of Engineering, and received an M.B.A. from Southern Methodist University and a B.S. in Chemical
Engineering from the University of Illinois. As the former CEO of a multinational oil and gas company, he has acquired extensive executive
management experience and knowledge of the energy industry, including a leadership role in advancing decarbonization plans and other
key sustainability initiatives. He also serves as chairman of the board of Axio, a leading SaaS provider of cyber risk management and
quantification solutions, and director of 8 Rivers Capital LLC, a private firm leading the invention and commercialization of technologies for
the global energy transition. Mr. Dudley has over 40 years of experience in strategic planning, risk management (including risks related to
climate change), international operations, and health, safety, environmental and operational matters.
Skills And Qualifications
Other Current Public Directorships
Former Public Directorships
Claire Farley, 66
American
Non‑Executive Director since 2014
INDEPENDENT
Committees
Biography
Ms. Farley served as a partner at KKR Management, LLC, a global investment firm, from 2013 until her retirement in 2016, and subsequently
served as Vice Chair of the Energy business from 2016 to 2017 and Senior Advisor from 2017 to 2022. Prior to joining KKR, Ms. Farley
co‑founded RPM Energy, a privately‑owned oil and natural gas exploration and development company. Before that, she served as Chief
Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from 2002 to 2005, when Randall & Dewey became the
oil and gas investment banking group of Jeffries & Company, where she served as Co‑President and Senior Advisor from 2005 to 2008.
Previously, she served as chief executive officer of Intelligent Diagnostics Corp. from 1999 to 2001, and of Trade‑Ranger Inc. from 2001 to
2002. Her oil and gas exploration experience includes positions at Texaco from 1981 to 1999, including as president of worldwide
exploration and new ventures, as president of North American production, and as chief executive officer of Hydro‑Texaco Inc. Ms. Farley
earned a bachelor’s degree from Emory University. She brings to the Board experience in business development, finance, mergers,
acquisitions, and divestitures, as well as knowledge of the chemical industry’s feedstocks and their markets. She also has experience in all
matters of executive management and a deep understanding of public company and governance matters due to her current and prior
service on the boards of companies including Anadarko Petroleum Corporation, Crescent Energy Company, and TechnipFMC.
Skills And Qualifications
Other Current Public Directorships
Former Public Directorships
Finance Committee
•
HSE&S Committee
•
CEO Experience
•
Risk Management
•
HSE Experience
•
Industry Experience
•
CEO Experience
•
Public Company Director
•
Climate Expertise
•
Corporate Strategy
•
International Operations
•
Public Policy & Compliance
•
Mergers & Acquisitions
•
Human Capital Management
•
Corporate Governance
•
Technology & Innovation
•
Freeport‑McMoRan Inc. (since 2021)
•
Saudi Aramco (since 2024)
•
Rosneft Oil Company (2013‑2022)
•
BP plc (2009‑2020)
•
Audit Committee
•
Nominating and Governance
Committee (Chair)
•
CEO Experience
•
Corporate Strategy
•
Risk Management
•
Human Capital Management
•
Public Company Director
•
Capital Markets
•
Corporate Governance
•
Corporate Finance
•
Mergers & Acquisitions
•
International Operations
•
TechnipFMC plc (since 2017)
•
Crescent Energy Company (since 2021)
•
Anadarko Petroleum Corporation (2017‑2019)
•
LyondellBasell
2025 Proxy Statement
14
Rita Griffin, 62
American
Non‑Executive Director since 2023
INDEPENDENT
Committees
Biography
Ms. Griffin served as the Chief Operating Officer of Global Petrochemicals at BP plc, one of three main divisions of BP’s downstream business,
from 2015 to 2020. Previously, she served in a number of leadership positions within BP plc’s manufacturing, logistics, retail and functional
organizations. Ms. Griffin began her career at Amoco and Standard Oil (Indiana), which was acquired by BP plc in 1998. She is a Certified
Public Accountant and Certified Managerial Accountant, and received her master of management from Northwestern University and
bachelor of business administration in accounting from Northern Illinois University. With over 30 years of experience in global oil and gas and
chemicals businesses, Ms. Griffin has considerable experience in developing and implementing strategies and leading substantial
transformation programs. She has previously served on the board of directors of Royal Mail Group PLC, an international postal service and
courier company, where she provided oversight for environment strategy and implementation, health, safety and security, ethics and
compliance, culture and employee engagement, governance and community stakeholder engagement, and customer satisfaction.
Skills And Qualifications
Former Public Directorships
Michael Hanley, 59
Canadian
Non‑Executive Director since 2018
INDEPENDENT
Committees
Biography
Mr. Hanley has more than 30 years of experience in senior management and finance roles, including as Chief Financial Officer of Alcan, a
Canadian mining company and aluminum manufacturer, President and CEO of Alcan’s Global Bauxite and Alumina business group, and
Senior Vice President, Operations & Strategy of the National Bank of Canada. He brings strong financial and operational experience, deep
knowledge of capital‑intensive and process industries, experience with U.S. and international accounting standards, and a broad
understanding of international markets. Mr. Hanley also has significant experience on public company boards, including in the roles of lead
director, chair of the board, and audit committee chair, and has an appreciation for corporate governance matters and the board’s role in
financial oversight. He previously served as chair of the board of EQB Inc., which provides personal and commercial banking services, and as
lead director and audit committee chair of Nuvei Corporation and BRP Inc. He is also a member of the Quebec Order of Chartered
Professional Accountants. Mr. Hanley received his bachelor of business administration from HEC Montreal.
Skills And Qualifications
Former Public Directorships
C&TD Committee
•
HSE&S Committee (Chair)
•
Industry Experience
•
HSE Experience
•
Capital Project Execution
•
Mergers & Acquisitions
•
Public Company Director
•
International Operations
•
Corporate Strategy
•
Risk Management
•
Executive Management
•
Corporate Finance
•
Corporate Governance
•
Human Capital Management
•
Royal Mail Group PLC (2016‑2022)
•
Audit Committee (Chair)
•
Finance Committee
•
Corporate Finance
•
Corporate Strategy
•
Risk Management
•
International Operations
•
Public Company Director
•
Corporate Accounting
•
Capital Markets
•
HSE Experience
•
Mergers & Acquisitions
•
Executive Management
•
Corporate Governance
•
Human Capital Management
•
Technology & Innovation
•
Public Policy & Compliance
•
EQB Inc. (2022‑2024)
•
Nuvei Corporation (2020‑2023)
•
BRP, Inc. (2012‑2022)
•
Shawcor Ltd. (2015‑2021)
•
LyondellBasell
2025 Proxy Statement
15
Virginia Kamsky, 71
American
Non‑Executive Director since 2022
INDEPENDENT
Committees
Biography
Ms. Kamsky is the Chair and Chief Executive Officer of Kamsky Associates, Inc., a firm she founded in 1980 and the first U.S. advisory firm
approved to provide strategic advisory services in China. Ms. Kamsky began her career at Chase Manhattan Bank (now JPMorgan Chase
Bank) and served in various capacities of increasing seniority, including as Second Vice President of Chase and head of Chase’s Corporate
China Division. She has also served as a member of the US Secretary of the Navy Advisory Panel from 2009 to 2017 and as Chairman and
CEO of China Institute in America from 2003 to 2013. She has been awarded the Navy Distinguished Civilian Service Award, the highest
honorary award the Secretary of the Navy can confer on a civilian employee, selected as one of America’s 25 Top Asia Hands by Newsweek
Magazine, and recognized as an Outstanding Public Company Director by the Financial Times. Ms. Kamsky received a B.A. from Princeton
University. She brings to the Board a strong background in strategy and deep knowledge of the Asia‑Pacific market. She also has extensive
public company board experience, including at W.R. Grace & Co., Sealed Air Corporation, Olin Corporation, Tecumseh Products Company,
Foamex International, Tate & Lyle PLC, Shorewood Packaging, Spectrum Brands, Kadem Sustainable Impact Corp. and Dana Incorporated.
Skills And Qualifications
Former Public Directorships
Bridget Karlin, 68
American
Non‑Executive Director since 2024
INDEPENDENT
Committees
Biography
Ms. Karlin served as the senior vice president of information technology for Kaiser Permanente, one of the nation’s largest not‑for‑profit
health care systems, from 2021 to 2024. Previously, she served as the global chief technology officer and vice president of IBM’s
multi‑billion‑dollar Global Technology Services business from 2017 to 2021. Before joining IBM, she held senior leadership roles at Intel
Corporation, as general manager of its Internet of Things division, and prior to that, as general manager of Intel’s Hybrid Cloud business.
Additionally, she has served in executive positions at Union Bank, as managing director at Redleaf Venture Capital, and was president and
co‑founder of Thinque Systems, a pioneer in mobile software deployed in 43 countries. Ms. Karlin has extensive experience leading the
strategy, development, and services for a hybrid, multi‑cloud enterprise IT environment, leveraging artificial intelligence, automation,
security, cloud, and open‑source technologies to strengthen resiliency and ensure compliance, and modernizing offerings and capabilities
across applications and infrastructure environments. With a career in the technology industry that spans over 30 years, including several
executive positions at large international companies, she has considerable experience in advanced technology and enterprise‑wide digital
transformation. She currently serves on the Executive Board of the Consumer Technology Association, a non‑profit organization that
represents the U.S. consumer technology industry. Ms. Karlin is a graduate of the University of California and the Harvard Business School
Executive Leadership Program, and is a recipient of the 2023 Digital Innovator Award, 2021 Technology Hall of Fame, the 2019 National
Technology Humanitarian Award, the 2019 Women in Consumer Technology Legacy Award, the Industrial IoT 5G Innovators Award, the
Malcolm Baldrige National Quality Award, and the Bell Labs Technology Innovator Award.
Skills And Qualifications
Other Current Public Directorships
C&TD Committee
•
HSE&S Committee
•
CEO Experience
•
Corporate Strategy
•
Risk Management
•
Industry Experience
•
Information Systems & Security
•
Public Company Director
•
Capital Markets
•
HSE Experience
•
Corporate Finance
•
Technology & Innovation
•
Corporate Governance
•
Mergers & Acquisitions
•
International Operations
•
Human Capital Management
•
Public Policy & Compliance
•
Dana Incorporated (2011‑2024)
•
Kadem Sustainable Impact Corp. (2021‑2023)
•
Audit Committee
•
Nominating and Governance Committee
•
Finance Committee
•
Information Systems & Security
•
Technology & Innovation
•
Corporate Strategy
•
Mergers & Acquisitions
•
Corporate Governance
•
Risk Management
•
Public Company Director
•
Corporate Finance
•
HSE Experience
•
Human Capital Management
•
Executive Management
•
Public Policy & Compliance
•
Dana Incorporated (since 2019)
•
LyondellBasell
2025 Proxy Statement
16
Albert Manifold, 62
Irish
Non‑Executive Director since 2019
INDEPENDENT
Committees
Biography
Mr. Manifold served as the Group Chief Executive and a director of CRH plc, an international group of diversified building materials
businesses supplying the construction industry, from 2014 to 2024. Mr. Manifold joined CRH in 1998 and advanced to increasingly senior
roles, including Finance Director of the Europe Materials Division, Group Development Director, Managing Director of Europe Materials, and
Chief Operating Officer (2009 to 2014). Prior to joining CRH, Mr. Manifold was Chief Operating Officer of Allen McGuire & Partners, a private
equity group. As a sitting chief executive officer with a background in other senior management roles, Mr. Manifold has acquired extensive
leadership experience in competitive industries. With over 25 years in the building materials industry and 10 years of chief executive
experience, Mr. Manifold brings significant knowledge of corporate finance, capital markets, strategic planning, acquisitions and divestitures,
and international operations. Mr. Manifold is also a Fellow of the Institute of Certified Public Accountants in Ireland and received his M.B.A.
and M.B.S. from Dublin City University.
Skills And Qualifications
Former Public Directorships
Peter Vanacker, 59
Belgian‑German
Executive Director since 2022
Biography
Mr. Vanacker has served as our Chief Executive Officer since May 2022. Mr. Vanacker previously served as the President, Chief Executive
Officer and Chair of the Executive Committee of Neste Corporation, a renewable products company, from 2018 to 2022. Prior to his role at
Neste, he served as Chief Executive Officer and Managing Director of CABB Group GmbH, a fine chemicals producer, from 2015 to 2018
and as Chief Executive Officer and Managing Director of Treofan Group, a manufacturer of polypropylene films, from 2012 to 2015. He
previously served as Executive Vice President and Member of the Executive Board of Covestro AG (formerly known as Bayer Material
Science), a polymers and plastics producer, with responsibility for the global polyurethanes business and as Chief Marketing and Innovation
Officer. He received his MSc in chemical engineering from Ghent University. Mr. Vanacker’s extensive experience in the oil and gas and
chemicals industries, including chief executive officer and senior leadership experience, provide him with a deep understanding of the
Company’s industry, operations, and feedstocks. In addition, he brings a strong understanding of circularity and sustainability issues, and
extensive experience leading strategic transformations at large multinational companies. Mr. Vanacker also serves as a member of the
Supervisory Board of Symrise AG, a chemicals company that is a major producer of flavors and fragrances.
Skills And Qualifications
Other Current Public Directorships
C&TD Committee (Chair)
•
HSE&S Committee
•
Corporate Finance
•
International Operations
•
Corporate Accounting
•
HSES Experience
•
Human Capital Management
•
Risk Management
•
Mergers & Acquisitions
•
CEO Experience
•
Corporate Governance
•
Capital Markets
•
Corporate Strategy
•
Capital Project Execution
•
Public Company Director
•
CRH plc (2009‑2024)
•
Industry Experience
•
HSE Experience
•
CEO Experience
•
Corporate Finance
•
Risk Management
•
Corporate Strategy
•
Capital Project Execution
•
International Operations
•
Mergers & Acquisitions
•
Technology & Innovation
•
Corporate Governance
•
Public Company Director
•
Public Policy & Compliance
•
Human Capital Management
•
Information Systems &
Security
•
Symrise AG (since 2020)
•
LyondellBasell
2025 Proxy Statement
17
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, our 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 “Governance” 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
Anti‑Corruption Policy
Prohibiting Insider Trading Policy
Director Independence
Our Board annually reviews the independence of its members. In February 2025, the Board affirmatively determined that all
of our non‑executive directors 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 84. 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.
LyondellBasell
2025 Proxy Statement
18
Board Leadership Structure
Jacques Aigrain has led our Board as its independent Chair since 2018. The Chair’s responsibilities include:
The Board regularly reviews our 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 CEO 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 CEO 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. During the self‑assessment process, directors respond to survey
questions soliciting information used to improve the effectiveness of the Board and its committees and individual directors,
including an individual evaluation process for the Chair, facilitated through survey questions specific to his role.
Periodically, the Nominating and Governance Committee engages independent outside consultants to refresh and bring an
outside perspective to the self‑evaluation process.
In September 2023, the Nominating and Governance Committee engaged an independent outside consultant for the 2024
Board evaluation cycle. The independent outside consultant facilitated the Board’s self‑assessment by conducting interviews
with the Board and management and presenting results and recommendations to the Board. Key areas covered in the Board
and committee evaluations included individual director performance, including Chair performance; Board composition,
diversity, skills, committee membership and responsibilities; Board priorities and accountability; time management,
preparedness, objectivity, and effectiveness; meeting frequency, quality, and duration; regulatory compliance; Board and
senior management succession planning and onboarding; oversight of strategy, company performance, and financial
robustness; relationship with management; connection with employees; and Board and organizational culture and values. In
addition to interviews, the independent outside consultant attended Board and committee meetings in 2024 and provided
feedback to improve Board efficiency and transparency.
Leading Board meetings and executive sessions
•
Reviewing and approving Board meeting agendas and schedules, and ensuring there is sufficient time for discussion of topics
•
Convening additional Board meetings, as needed
•
Facilitating information flow and communication among directors
•
Serving as a liaison between the independent directors and the CEO and other members of management
•
Together with the Compensation & Talent Development Committee, setting annual and long‑term performance goals for the
CEO and evaluating his performance
•
Presiding at general meetings of shareholders
•
Meeting or engaging with shareholders, as appropriate
•
Supporting the Company’s strategic growth initiatives
•
LyondellBasell
2025 Proxy Statement
19
The Nominating and Governance Committee and the full Board reviewed these recommendations in July and September
2024 and adopted enhancements to Board processes, including the adoption of Board objectives. The Nominating and
Governance Committee also considered the evaluation results and director feedback in recommending the nomination of
continuing directors for reelection and assigning committee memberships.
For 2025, the Nominating and Governance Committee intends to return to its annual self‑assessment process conducted
through surveys of the directors and management, with enhancements reflecting feedback and learnings from the
independent outside consultant.
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 CEO, CFO, 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 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 and legal 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 2024, the Board visited the
San Jacinto College LyondellBasell Center for Petrochemical Energy and Technology in Houston, Texas. Directors met with the
school Chancellor, members of the Board of Trustees, teachers, students and LYB employees who sit on the advisory council
and provide curriculum input in furtherance of our efforts to help support tomorrow’s workforce.
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. Our Board has adopted a Stakeholder Engagement Policy, which is available on our website, to outline our values
and approach to stakeholder engagement. 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 with analysts, shareholders, and their representatives, at our
annual general meeting of shareholders and through our regular participation in industry conferences and investor road
shows. During 2024, we held hundreds of meetings with investors. We specifically reached out to our top 20 largest
shareholders representing more than two‑thirds of our shareholder base and engaged with 85% of these investors.
Shareholders provided feedback on a range of topics, including our overall strategy, portfolio changes, capital allocation
goals and sustainability strategy. Management updates the Board regularly on conversations with shareholders and
feedback received, and our directors may join these discussions when requested. We are committed to remaining proactive
in our engagement efforts and shareholder outreach.
LyondellBasell
2025 Proxy Statement
20
Communication with the Board
Shareholders and other interested parties may communicate with the Board
or any individual director. Communications should be addressed to our
Corporate Secretary by email or regular mail.
Communications are distributed to the Board or to one or more individual
directors, as appropriate, depending on the facts and circumstances outlined in
the communication. Communications such as business solicitations or
advertisements; junk mail and mass mailings; new product suggestions; product
complaints; product inquiries; and resumes and other forms of job inquiries will
not be relayed to the Board. In addition, material that is unduly hostile,
threatening, illegal, or similarly unsuitable will be excluded. Any communication
that is filtered out is made available to any director upon request.
BY EMAIL
send an email to
CorporateSecretary@LyondellBasell.com
BY MAIL
LyondellBasell Industries N.V.
c/o Corporate Secretary
4th Floor, One Vine Street
London W1J 0AH, United Kingdom
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 People & Culture
strategy. Our strategy includes efforts to hire, retain, and fairly compensate our workforce.
The Board’s and C&TD Committee’s effective succession planning enabled a smooth handoff following the retirement of our
former CFO, Mr. Michael McMurray, who was succeeded by Mr. Agustin Izquierdo effective March 1, 2025. Mr. Izquierdo
previously served as our senior vice president, Olefins & Polyolefins Americas & Refining.
LyondellBasell
2025 Proxy Statement
21
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
Other
Global
Locations
(2,901)
14%
Europe (9,057)
45%
U.S. and
Canada
(8,369)
41%
*as of December 31, 2024
Employees*
We believe in integrity 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 individual, 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 employees
We have a Human Rights Policy available on our website at www.LyondellBasell.com
by clicking “Sustainability,” then “Reporting”
Key 2024 Focus Areas
Stepping up Performance and Culture: Our Progress
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 in 2023 and 2024, we established a cultural steering team and initiated a cultural ambassador program to help
drive our work in advancing the transformation.
To reflect our 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 late 2023 and have
further integrated 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
2024, we extended our industry‑leading safety record with a total recordable incident rate of 0.127 and a process safety incident rate
of 0.021. 70 of our manufacturing sites achieved GoalZERO, and 72 manufacturing sites were injury‑free. As we accelerate our
cultural transformation, we remain committed to our pursuit of GoalZERO safety performance and operational excellence.
Our Workforce
LYB continues to be an employer of choice for individuals working in 140 locations across 33 countries, which represent 33
distinctive cultures and 99 primary nationalities inclusive of their 49 languages, local customs, social frameworks,
achievements, belief systems, dress, values, and norms.
LyondellBasell
2025 Proxy Statement
22
We are committed to ensuring that our systems and processes are fair to all employees. Our goal in this area is for all
employees to believe they are being treated fairly. In 2024, we completed a pay equity review and performance analysis
that involved approximately 13,700 employees, comparing pay for like jobs and focusing on base pay for gender (globally)
and ethnicity (U.S. only). Consistent with prior findings, the review reflected that pay is generally administered fairly.
We also take into consideration Dutch laws with respect to gender ambitions (both male and female) for senior
management, including requirements to set appropriate and ambitious gender diversity targets. We currently have an
aspirational goal to have at least 33% female senior leaders and at least 33% male senior leaders, globally, by 2032. In 2024,
women served in 25% of global senior leadership roles, and in the U.S., 22% of senior leaders were from underrepresented
populations.
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. We develop our employees through a balance of experience on the job, learning from others,
and formal learning. All employees can explore learning available to them through our LYBUniversity, an online one‑stop
shop for learning and development offerings and resources.
Within LYBUniversity we have a leadership development framework that offers programs with structured learning paths
tailored to equip leaders at different stages in their careers with the necessary skills to excel in their current roles and
prepare for future challenges. Our e‑learning platform empowers all employees to drive their own development through
on‑demand learning. More than half of our workforce is enrolled in the platform, and participants have completed more
than 25,000 training hours building technology and personal development skills. We also offer open enrollment curriculum
for our employees. Our programs are offered globally, providing learners with opportunities to network and build
relationships in person or virtually, in addition to learning and growing in a safe and interactive environment.
To strengthen alignment around our strategy, key initiatives, and culture, we held a global forum with our top senior leaders.
During this event, participants shared updates on key initiatives they are leading, sparking future‑focused and
thought‑provoking conversations among peers. For our fourth consecutive year we designed and implemented an
Executive Development Program to further equip our global leaders to deliver on our commitments. This interactive
program challenges our leaders to think entrepreneurially and innovatively, collaborating to solve problems with sustainable
and value‑driven solutions.
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 74% of our openings in senior leader roles
in 2024 were filled by internal talent, underscoring our commitment to growing talent from within.
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.
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.
PLASTIC WASTE
CLIMATE ACTION
THRIVING SOCIETY
Ending plastic waste in the environment is a
critical issue. There is no single solution to
this challenge. We are focused on a
combination of actions to achieve a circular
economy for plastics.
We believe collective action and a sense of
urgency are needed to address the global
challenge of climate change. We are
committed to delivering solutions that help
advance a net zero economy.
From ensuring a safe work environment, to
making products that improve quality of life,
to working to align our suppliers’ values with
our own, we are committed to the
betterment of society.
LyondellBasell
2025 Proxy Statement
23
PLASTIC WASTE
CLIMATE ACTION
THRIVING SOCIETY
2 MILLION METRIC TONS+
of recycled and renewable‑based
polymers will be produced and marketed
annually by 2030
NET ZERO
scope 1 and 2 greenhouse gas emissions
from operations by 2050
ZERO
incidents, injuries and accidents, based on
Level 2+ incidents and including
manufacturing and R&D sites
ZERO
plastic pellet loss to the environment from
our facilities
42%
absolute scope 1 and 2 greenhouse gas
emissions reduction from operations by
2030, relative to a 2020 baseline
ACHIEVE
at least 33% female senior leaders and at
least 33% male senior leaders in global
senior leadership roles by 2032
30%
absolute scope 3 greenhouse gas
emission reduction by 2030, relative to a
2020 baseline
ASSESS
a minimum of 70% of our key suppliers
globally using sustainability criteria by 2025
50%
minimum of electricity procured from
renewable sources by 2030, based on 2020
procured levels
2024 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. In 2024,
our commitment to sustainability was recognized by EcoVadis and Sustainalytics, which each awarded us ESG ratings
placing LYB in the top 10 percent for our industry. LYB also received an “A-” in the 2024 CDP Climate Change disclosure, placing
us in a leadership position for climate action. Noteworthy initiatives and accomplishments during 2024 are highlighted below, as
well as in the Company’s annual Sustainability Report, available on our website at www.LyondellBasell.com. Our Sustainability
Report includes disclosures aligned with the Task Force for Climate‑Related Financial Disclosures (“TCFD”) framework and
indexed to the Global Reporting Initiative (“GRI”) and the Sustainability Accounting Standards Board (“SASB”) reporting
standards. For more information about how certain sustainability actions and milestones impact executive compensation, see the
section titled “2024 Executive Compensation Decisions in Detail—2024 Annual Bonus Payments—Sustainability” on page 50.
(1)
Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and
marketed by the joint venture, and (ii) production via third‑party tolling arrangements.
(1)
LyondellBasell
2025 Proxy Statement
24
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 goal to produce and market at
least two million metric tons of recycled and renewable‑based polymers annually by 2030.
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),
chemical 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 2024, we made significant progress in scaling our circular and low carbon solutions.
Additionally, we have collaborated with industry partners and policymakers to advance systemic solutions:
Taking Climate Action
We are committed to being a leader in value creation from low carbon products, delivering solutions that advance our
customers' climate ambitions, and reducing greenhouse gas (GHG) emissions from our global operations and value chain.
Carbon molecules will continue to play a critical role in our industry as they are a key component of the products we make.
We continue to increase our use of circular and sustainable sources of carbon while creating solutions to help enable the
transition to a low carbon future.
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 portfolio optimization and is advanced by the closure of selected assets, such as the previously announced
cessation of our Houston refining operations, which we completed in the first quarter of 2025
(1)
Chemical Recycling: We commenced construction of MoReTec-1, our first commercial‑scale chemical recycling plant in
Wesseling, Germany. Utilizing proprietary MoReTec technology, this facility will convert hard‑to‑recycle post‑consumer
plastic waste into feedstock for new plastic materials, contributing to a lower carbon footprint compared to
traditional methods.
•
Global Recycling Footprint Expansion: Through acquisitions, joint ventures, and partnerships, we expanded our recycling
capabilities in Europe, Asia, and North America. Notable achievements include acquiring mechanical recycling assets in
California, launching a joint venture with Genox Recycling in China, and expanding capacity in Italy with enhanced
filtration systems for recycled materials.
•
Collaborative Innovation: We invested in groundbreaking technologies such as solvent‑based recycling for flexible plastic
waste, further complementing our chemical and mechanical recycling capabilities. In 2024, we acquired APK AG,
allowing us to integrate its unique solvent‑based low‑density polyethylene recycling technology into our comprehensive
portfolio for building a profitable CLCS business.
•
Partnerships: We worked with alliances like The Alliance to End Plastic Waste and the Circular Plastics Alliance to
strengthen global recycling infrastructure.
•
Local Infrastructure Development: In Houston, Texas, we are collaborating on a first‑of‑its‑kind plastic waste sorting and
processing facility to bridge the gap between community recycling programs and chemical recycling technologies.
•
Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and
marketed by the joint venture, and (ii) production via third‑party tolling arrangements.
(1)
LyondellBasell
2025 Proxy Statement
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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. By 2030, we aim to reduce our absolute scope 1 and 2 GHG emissions by at least 42%
and absolute scope 3 emissions by at least 30%, relative to a 2020 baseline.
In 2024, we have continued refining our approach to reaching our 2030 GHG emission reduction targets. We are currently
developing projects in parallel at our olefin sites in Wesseling (Germany), Channelview (USA), and LaPorte (USA) to reduce
scope 1 emissions by producing hydrogen from our crackers’ byproduct gas streams, which have the potential to cut cracker
operational emissions by more than 90%. We also secured renewable electricity capacity surpassing our 2030 goal. In 2024,
we secured power purchase agreements (PPAs) with an aggregate generation capacity that will enable us to meet our goal of
procuring at least 50 percent of our electricity from renewable sources by 2030, based on 2020 procured levels. This
achievement is significant both in terms of managing our existing scope 2 GHG emissions, and more importantly, enabling the
deployment of a diverse portfolio of GHG emission reduction technologies.
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. 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 2024, our employees volunteered more than 25,000 hours across
our sites. LYB donated approximately $13 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
respecting human rights throughout our global operations. We have also adopted a Global Procurement Policy that outlines
a framework of principles and requirements for our value chain aligned with our Human Rights Policy, and have
incorporated in our standard contracts and purchase order terms and conditions a Supplier Code of Conduct. We regularly
evaluate our suppliers' compliance through risk assessments, sustainability assessments, and audits. Our supplier
sustainability due diligence program has been a cornerstone of our procurement strategy. In 2024, we achieved our target
of assessing 70% of key suppliers against sustainability criteria ahead of schedule, and rolled out a supplier on‑site audit
program. We plan to address any critical issues identified through sustainability assessments and on‑site audits through
corrective action plans. In addition, we actively engaged with key raw materials and feedstocks suppliers to reduce our
scope 3 emissions, leveraging tools like the Together for Sustainability ("TfS") Product Carbon Footprint data sharing
platform, SiGreen. LYB also offers extensive capability‑building resources, including webinars, toolkits, and targeted training
programs, to help suppliers meet sustainability requirements.
LyondellBasell
2025 Proxy Statement
26
Board Oversight of Risk
BOARD OF DIRECTORS
As part of its overall responsibility for governance and oversight of the Company, the Board has empowered its committees with oversight
responsibility for the risks described below, which are tailored to each committee’s area of focus and set forth in its charter. Although each
committee is responsible for evaluating and overseeing the management of certain risks, the entire Board is regularly informed of such risks
through committee reports, presented at every regularly scheduled Board meeting, and through regular communication with management. The
Board is responsible for ensuring that the risk management processes designed and implemented by management are functioning and for
fostering a culture of risk‑adjusted decision‑making throughout the organization.
Audit Committee
C&TD Committee
Nom‑Gov Committee
HSE&S Committee
Finance Committee
MANAGEMENT
Senior leadership is responsible for overseeing the Company’s enterprise‑wide risk management processes, including the assessment,
mitigation, and monitoring of risks and the implementation of risk management plans and control systems. The Executive Committee,
comprised of our CEO and senior executives who lead our businesses and functions, manages the Company’s risk profile, ensuring
alignment with strategic objectives. The Executive Committee meets regularly to evaluate material risks and ensure their effective
management, and its members include the CEO and heads of each business unit, as well as:
Senior leadership is supported by a dedicated Enterprise Risk Management organization, which deploys an enterprise‑wide framework to
identify, monitor, mitigate, and report risks, and a standing Risk Management Committee, comprised of the CEO, CFO, and General Counsel,
which reviews financial and strategic transactions to ensure compliance with established risk management policies and procedures. Risk
management outcomes, including updates on material risks, are reported regularly to the Board and its committees, ensuring alignment with
corporate strategy and governance principles.
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 effectiveness
of processes and
controls over corporate
responsibility, emissions,
climate and other
required reporting
•
Oversees compliance
programs and EthicsPoint
reporting helpline
•
Responsible for the
Company’s executive
compensation
programs
•
Establishes
performance goals,
and evaluates
performance and risks
in connection with
such programs
•
Oversees talent
management and
related risks
•
Monitors talent
development and
responsible for
management
retention, recruitment,
and succession
planning
•
Oversees the
Company’s overall ESG
profile, policies, and
strategy
•
Reviews corporate
governance practices
and develops, reviews,
and recommends
corporate governance
guidelines and policies
•
Responsible for
director refreshment
and 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 disclosure
related to corporate
responsibility,
emissions, climate and
other required HSE&S
reporting
•
Oversees strategic
transactions and
capital projects,
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
•
CFO: oversees financial, treasury, tax, internal audit, M&A, and strategic planning risks
•
General Counsel: oversees the Enterprise Risk Management organization and procurement, compliance, and legal risks
•
Chief Innovation Officer: Manages information technology, cybersecurity, and data privacy risks
•
EVP, Sustainability & Corporate Affairs: Oversees sustainability strategy, reporting, and related risks (including climate change)
•
EVP of People & Culture: Oversees talent, organizational development, labor law compliance, employee relations, and retention risks
•
EVP of Operational Excellence & HSE: Oversees health, safety, environmental, and operational risks
•
LyondellBasell
2025 Proxy Statement
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Selected Areas of Board Oversight
OVERSIGHT OF STRATEGY
Our Board is responsible for providing governance and oversight over the strategy, operations, and management of our Company. The primary
means by which our Board oversees the Company’s short-, intermediate-, and long‑term risks is through regular communication with
management. At each Board meeting, members of management report to the Board and, when appropriate, specific committees. These
presentations provide members of the Board with direct communication with management and the information necessary for a full understanding
of the Company’s risk profile, including information regarding the Company’s strategy, specific risk environment, exposures potentially affecting
our operations, and the Company’s plans to address such risks. In addition to providing general updates on the Company’s operational and
financial condition, members of management report to the Board about the Company’s outlook, forecasts, and any impediments to meeting them
or to successfully pursuing the Company’s strategy more generally. In 2024, management and the Board reviewed progress on the Company’s
strategic dashboard at each of its regularly‑scheduled meetings and discussed progress, challenges and lessons learned at its annual strategy
meeting in July, including a deep dive review of our Long Range Plan, business portfolio, and strategic transactions.
OVERSIGHT OF CYBERSECURITY
We recognize the risk posed by global cybersecurity threats, and our Board is regularly updated on emerging risks and maintains
oversight of the Company’s cybersecurity program implemented to address them. In 2024, management provided a detailed
cybersecurity update to the Board and led discussions on specific cybersecurity and process control topics at its May meeting. The
Board also attended a training session led by outside counsel on the challenges public companies face with respect to cybersecurity and
ransomware attacks in November. The Audit Committee reviewed updates to the Company’s cybersecurity dashboard, which
summarizes key security metrics and activities, at each of its regularly‑scheduled meetings and participated in a detailed discussion at
its April and October meetings. The Company is not aware of any breaches relating to the Company’s or third‑party information security
systems affecting the safety of our employees, our operations, or our ability to serve customers in the past three years. The Company
had no fines from data protection authorities in the past three years and maintains a cybersecurity insurance policy.
OVERSIGHT OF ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS
Our Board is committed to sustainability, social responsibility, and good corporate governance.
Our Health, Safety, Environmental, and Sustainability (HSE&S) Committee oversees risks and opportunities related to safety, sustainability
and climate change. Management reports on key sustainability and climate topics and initiatives at each regularly scheduled HSE&S
Committee meeting, and the Board participates in a deep dive on sustainability strategy and actions at least annually. During the Board’s
annual strategy meeting in July 2024, the Board reviewed the Company’s strategy, progress, and programs related to its goals on sustainability,
climate and the circular economy. The HSE&S Committee regularly reviews updates to the Company’s ESG dashboard, which summarizes key
environmental, social and governance metrics and activities.
Our Compensation and Talent Development (C&TD) Committee oversees our talent management practices, including compensation
policies and practices, succession planning, and our initiatives and progress. The C&TD Committee monitors the Company’s
compensation policies and practices to determine whether its risk management objectives are being met with respect to incentivizing its
employees. The Company believes that its compensation arrangements do not encourage excessive risk taking and that its
compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. In 2024, the Board
reviewed succession planning, talent development and progress toward internal goals at its July meeting, and conducted a detailed
discussion on People & Culture strategic priorities at its May meeting.
Our Nominating and Governance (Nom‑Gov) Committee oversees the Company’s corporate governance practices and related risks. The
Nom‑Gov Committee reviews our corporate governance policies and Board committee charters annually and approves amendments as
needed to align with evolving U.S. and Dutch governance best practices and regulatory developments. In 2024, our Nom‑Gov Committee
approved amendments to the Corporate Governance Guidelines and certain committee charters, adopted a stakeholder engagement policy,
and established internal Board objectives to improve efficiency and transparency. Our Nom‑Gov Committee is also responsible for Board
succession planning, Board refreshment, and recruiting and recommending nominees to the full Board for election. In 2024, our Nom‑Gov
Committee continued to plan for director succession and assess Board committee membership assignments.
Our Audit Committee oversees the effectiveness, quality and integrity of the internal control framework and centralized processes related
to the Company’s environmental, social, and governance reporting, in conjunction with other committees of the Board. The Audit
Committee is responsible for overseeing the Company’s risk management approach and processes, and for coordinating reviews by the
other committees in their respective risk areas.
LyondellBasell
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Enterprise Risk Management
At LYB, Enterprise Risk Management (ERM) is a key driver of resilience and strategic decision‑making. Overseen by our
General Counsel, our ERM organization is tasked with defining the company's risk profile and driving a proactive,
forward‑looking risk culture. By equipping leadership, management and employees with actionable insights, structured
frameworks, and tailored tools and trainings, our ERM team enables LYB to effectively navigate significant risks and
capitalize on emerging opportunities.
Our ERM approach is anchored by four strategic pillars: (1) enterprise‑level risks, (2) departmental risks, (3) climate change
risk management, and (4) building risk management capabilities.
Enterprise Level Risks
Enterprise‑level risks encompass the threats and strategic opportunities that could impact our objectives, operations, and
reputation across short, medium, and long‑term horizons. These risks are continuously monitored and managed throughout
the year via periodic risk workshops, led by our ERM team in collaboration with the CEO, Executive Committee, and senior
leadership. During these workshops, participants validate and refresh our enterprise risk profile, identifying emerging risks,
confirming ownership to ensure accountability, and establishing alignment across all levels of the organization. The
updated enterprise risk profile is reviewed and approved annually by the Board at its September meeting. The Board
allocates oversight of enterprise‑level risks to its committees in alignment with the responsibilities set forth in their charters,
and to the Board as whole. This direct engagement between the Board, members of the LYB senior management, and ERM
fosters a culture of collaboration and enables effective oversight of both day‑to‑day and long‑term risks.
Departmental Risks
Departmental risks are those specific to individual business units, projects, or operational areas. These risks are identified
and evaluated through structured surveys, workshops, and interviews conducted by the ERM team. By periodically
validating existing risks and surfacing new challenges and opportunities, we ensure alignment between departmental
priorities and enterprise objectives. This approach integrates risk considerations into decision‑making processes across all
organizational levels.
Climate Change Risk Management
Climate change presents both physical risks, such as those affecting our assets and operations, and transition risks arising
from the global move toward a low‑carbon economy. Climate‑related risk exposures throughout LYB and our extended
supply chain are overseen by our Executive Vice President, Operational Excellence and HSE, with support from ERM,
Sustainability, and cross‑functional committees, including the Carbon Value Creation and Capture Steering Committee.
Guided by the principles of the Task Force on Climate‑Related Financial Disclosures (TCFD), we have developed climate
change risk management processes and embedded them in our ERM approach to support further analysis of risks from
climate change and the development of climate scenarios to provide additional insight into future business decisions and
inform our climate change strategy. We are committed to transparent reporting and proactive management of
climate‑related risks and opportunities.
Building Risk Management Capabilities
To sustain a resilient and forward‑thinking organization, our ERM function champions initiatives that strengthen risk
awareness, capabilities, and culture across LYB. Central to this effort is our Global Risk Champions Network (RCN), a group
of employees from multiple functions and businesses who act as risk ambassadors and facilitate cross‑functional
communication. By embedding risk management practices into daily business operations, the RCN ensures alignment with
our enterprise‑wide framework. Additionally, LYB provides tailored, comprehensive risk management training to employees
at all levels. This training equips employees with the skills to identify, assess, and address risks effectively in their roles.
Members of the RCN undergo annual advanced training to stay aligned with evolving best practices, reinforcing their
critical role in our risk ecosystem.
LyondellBasell
2025 Proxy Statement
29
Board and Committee Information
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 2024, the Board held seven meetings. Our directors’ average attendance rate at Board and committee meetings was
96%, and each of our current directors attended more than 80% 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 and HSE&S 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 2025 annual general meeting
(the “Annual Meeting”).
The table below provides membership and meeting information for each of the Board’s standing committees in 2024.
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
Bridget Karlin
Albert Manifold
Peter Vanacker
2024 MEETINGS
5
5
4
5
4
Chair
Member
Each of our committees has a written charter, approved by the Board. The charters can be found on our website
at Investors.LyondellBasell.com by clicking on “Governance,” then “Board Committees and Charters.” 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.
Audit Committee
•
Compensation and Talent Development (“C&TD”) Committee
•
Nominating and Governance Committee
•
Health, Safety, Environmental, and Sustainability (“HSE&S”) Committee
•
Finance Committee
•
LyondellBasell
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Audit Committee
Chair: Michael Hanley*
Members: Jacques Aigrain*, Anthony Chase*, Claire Farley, Bridget Karlin*
Independence: All Members
* Audit Committee Financial Experts
5 Meetings
100% Attendance
The Audit Committee is responsible for overseeing all matters relating to our financial statements and reporting, our internal audit
function and independent auditors, and our compliance function. Listed below are the general responsibilities of the Audit Committee.
Our Board has determined that all Audit Committee members are independent under the NYSE listing standards, our categorical
independence standards, and the heightened independence requirements applicable to audit committee members under Securities
and Exchange Commission (“SEC”) rules. Our Board has also determined that all Audit Committee members are financially literate in
accordance with the NYSE listing standards and that Messrs. Hanley, Aigrain, and Chase and Ms. Karlin qualify as audit committee
financial experts under SEC rules.
Compensation and Talent Development (“C&TD”) Committee
Chair: Albert Manifold
Members: Anthony Chase, Rita Griffin, Virginia Kamsky
Independence: All Members
5 Meetings
100% Attendance
The C&TD Committee is responsible for overseeing our executive compensation and talent management programs and developing the
Company’s compensation philosophy.
In fulfilling its responsibility for the oversight of compensation matters, the C&TD Committee may delegate authority for day‑to‑day
administration and interpretation of the Company’s compensation plans to Company employees, including responsibility for the
selection of participants, determination of award levels within plan parameters, and approval of award documents. The C&TD
Committee may not, however, delegate authority for matters affecting the compensation and benefits of the Company’s executive
officers. The C&TD Committee’s responsibilities include the following:
Our Board has determined that all C&TD Committee members are independent under the NYSE listing standards, our categorical
independence standards, and other independence requirements applicable to compensation committee members under NYSE rules.
Compensation Committee Interlocks and Insider Participation — No member of the C&TD Committee serves or has served as an officer
or employee of the Company or any of our subsidiaries and, during 2024, no executive officer served on the compensation committee
or board of any entity that employed any member of our C&TD Committee or Board.
For additional information on the C&TD Committee, including information regarding compensation consultants engaged during 2024,
see the “Compensation Discussion and Analysis” beginning on page 43.
Independent Auditor — Engage external auditor, review performance, and approve compensation; review independence and
establish policies relating to the hiring of auditor employees; and pre‑approve audit and non‑audit services;
•
Internal Audit — Review plans, staffing, and activities of the internal audit function and its effectiveness;
•
Financial Statements and Reporting — Review financial statements and earnings releases; discuss and review accounting policies and
practices and external auditor reviews; discuss and review the effectiveness of internal controls; and oversee the effectiveness,
quality and integrity of the processes and controls over corporate responsibility, emissions, climate and other required reporting by
the Company, in coordination with other committees of the Board;
•
Risk Management — Monitor the Company’s major financial and other risk exposures, including oversight of the Company’s policies
and guidelines with respect to risk assessment and management, information technology and cybersecurity risks; and
•
Compliance — Review plans, staffing, and activities of the compliance function and its effectiveness; establish and review
procedures for complaints, including anonymous complaints regarding accounting, controls, and auditing; and review the
Company’s Code of Conduct and system for monitoring compliance therewith.
•
Executive Compensation — Establish performance goals under executive compensation plans, including safety and
sustainability‑related metrics in coordination with the HSE&S Committee; approve the compensation and benefits of executive
officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve CEO goals
and objectives and evaluate CEO performance; and make recommendations to the Board regarding CEO and other executive officer
compensation;
•
Company Compensation and Benefits — Review the Company’s compensation philosophy, programs, and practices; review and
approve pension and benefit arrangements as well as funding of pension and benefit plans; review pay equity for the Company; and
make recommendations to the Board on these subjects; and
•
Talent Management — Review the Company’s organizational leadership structure and oversee leadership development, talent
management, and succession and continuity planning for the CEO and other executive officers.
•
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Nominating and Governance Committee
Chair: Claire Farley
Members: Jacques Aigrain, Lincoln Benet, Robin Buchanan, Bridget Karlin
Independence: All Members
4 Meetings
100% Attendance
The Nominating and Governance Committee is primarily responsible for identifying nominees for election to the Board and overseeing
matters regarding corporate governance.
To fulfill those duties, the Nominating and Governance Committee has the responsibilities summarized below:
Health, Safety, Environmental and Sustainability (“HSE&S”) Committee
Chair: Rita Griffin
Members: Robin Buchanan, Robert Dudley, Virginia Kamsky, Albert Manifold
Independence: All Members
5 Meetings
92% Attendance
The HSE&S Committee assists the Board in its oversight responsibilities by assessing the effectiveness of health, safety, environmental,
and sustainability programs, reporting, and initiatives that support Company policies.
The specific responsibilities of the HSE&S Committee are summarized below:
Finance Committee
Chair: Lincoln Benet
Members: Jacques Aigrain, Robert Dudley, Michael Hanley
Independence: All Members
4 Meetings
100% Attendance
The Finance Committee is responsible for monitoring and assessing such matters as the Company’s capital structure and allocation,
strategic transactions, debt portfolio, and tax and derivative strategies.
In fulfilling its duties, the Finance Committee has the responsibilities summarized below:
Directors and Director Nominees — Identify and recommend candidates for membership on the Board and recommend committee
memberships; director recruitment and succession planning;
•
Director Compensation — Evaluate and recommend director compensation;
•
Environmental, Social, and Corporate Governance Matters — Review the Company’s environmental, social, and governance profile,
policies, and disclosures and make necessary recommendations in coordination with the HSE&S Committee; review and propose
modifications to the Company’s corporate governance documents and policies; review strategy and ratings; and review and
comment on shareholder proposals; and
•
Administrative — Coordinate evaluations by committees and the full Board.
•
HSE — Review and monitor the Company’s health, safety, environmental and climate policies and performance results, including
processes to ensure compliance with applicable laws and regulations; review with management environment, health, safety, and product
stewardship risks that can have a material impact on the Company; and review the status of related policies, programs, and practices;
•
Sustainability — Provide oversight of the Company’s sustainability programs, initiatives, and activities; review with management
relevant sustainability risks and trends; and monitor the Company’s progress on sustainability targets, ambitions, and reporting,
including the Company’s annual Sustainability Report; and
•
Audit — Review and approve the scope of the Company’s health, safety, and environmental audit program; regularly monitor audit
program results; and review and approve the annual budget for the health, safety, and environmental audit program.
•
Strategy — Review analyses and provide guidance and advice regarding acquisitions and divestments and discuss and review the
Company’s tax strategies, planning, and related structures;
•
Capital — Review the Company’s capital structure and capital allocation, including organic and inorganic investments; review and
discuss the Company’s dividend policy; and review and discuss share repurchase activities and plans; and
•
Securities and Financing — Review and discuss the Company’s debt portfolio, credit facilities, compliance with financial covenants,
commodity, interest rate, and currency derivative strategies, and proposed securities offerings.
•
LyondellBasell
2025 Proxy Statement
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Other Governance Matters
Retirement Policy, Term Limits, and Director Commitments
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 five 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.
As provided in our Corporate Governance Guidelines, the Board has established a Director Commitments Policy to help
confirm our directors' service on other public company boards does not impair their ability to effectively serve on our
Board. To that end, the Board believes that directors who are executive officers of publicly traded companies should not
serve on more than two public company boards (inclusive of our Board) and that all other Board members should not serve
on more than four public company boards (inclusive of our Board). In addition, if a member of the Company’s Audit
Committee serves on more than three public company audit committees, the Board determines whether such simultaneous
service impairs the director’s ability to serve effectively on our Audit Committee and discloses such determination in the
annual proxy statement.
Code of Conduct
Our Code of Conduct, most recently refreshed in February 2025, covers a wide range of important topics including fair and
accurate business dealings, conflicts of interest, corruption, health and safety, discrimination, environmental protection,
and learning aids. In addition to the Code of Conduct for all employees and directors, the Company has a Financial Code of
Ethics specifically for our CEO, CFO, Chief Accounting Officer and persons performing similar functions. Copies of these
codes can be found on our website at Investors.LyondellBasell.com by clicking on Governance,” then “Corporate
Governance Documents.” 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 “Governance” section of our
website. No waivers or exceptions to the codes were granted in 2024.
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.
LyondellBasell
2025 Proxy Statement
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Public Policy & Political Engagement
We believe active participation in the political process is essential to our long‑term success. LYB 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) in the U.S. or elsewhere, even where permitted by law. All political contributions to U.S.
political parties or candidates are made through the LYB PAC, which is funded and managed voluntarily by employees. All of
the LYB PAC's financial contributions strictly adhere to U.S. federal and state laws regarding contribution limits on amount
and source, criteria and reporting requirements.
Our advocacy activities are directed toward advancing our business interests, to foster the protection and advancement of
our operations and industries and not the personal political preferences of our executives or employees. 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 advocacy is 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, we published our 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 evaluating 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.
LyondellBasell
2025 Proxy Statement
34
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 2024 Dutch Annual Accounts and can be
found on our website at Investors.LyondellBasell.com by clicking “Financials”, then “Annual 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.
Insider Trading Prohibitions
Our Board has adopted a policy prohibiting insider trading by directors, executives, and employees, establishing
permissible trading windows, and providing preclearance requirements for certain transactions and trading arrangements
by insiders. A copy of the Prohibiting Insider Trading Policy is included as an exhibit to our 2024 Annual Report on Form
10‑K. LYB has also adopted cash management procedures that prohibit insider trading by LYB.
LyondellBasell
2025 Proxy Statement
35
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 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 our Board meetings.
with no director pay increase
Excluding Chair retainers,
11 years
Following its annual review in November 2024, the Nominating and Governance
Committee endorsed, and the Board approved, the current director compensation
policy with no changes. No increases to board retainers have been approved since
2014, apart from an increase in the annual retainer for the Board Chair in 2018 and
an increase in the annual retainer for the Chair of the HSE&S Committee in 2023 to
bring it in line with the Audit and C&TD Chair retainer.
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.
Board Retainer
Cash
RSUs
Chair of the Board
$325,000
$325,000
Members
$115,000
$170,000
Committee Retainers
Chairs
Members
Audit
$27,500
$15,000
Compensation & Talent Development
$27,500
$10,000
Nominating & Governance
$20,000
$10,000
Health, Safety, Environmental & Sustainability
$27,500
$10,000
Finance
$20,000
$10,000
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 $1,950,000. Under the guidelines, only shares beneficially owned and RSUs (net of the anticipated tax
obligation on vesting, estimated for these purposes at 50%) count towards meeting the ownership thresholds. Once a
director has reached his or her required ownership level, he or she may not sell shares that would bring ownership below
the threshold level.
LyondellBasell
2025 Proxy Statement
36
Prohibition on Hedging and Pledging Shares
Pursuant to our Policy Prohibiting Insider Trading, directors are prohibited from purchasing, selling, or writing options on
the Company’s shares, engaging in short sales, participating in other derivative or short‑term purchase or sale transactions,
or otherwise engaging in transactions that would enable them to hedge against any decrease in our share price. Directors
are also prohibited from pledging Company shares as collateral for personal loans or other obligations, including holding
shares in a brokerage margin account. These restrictions extend to directors’ immediate family members and certain
related entities and are intended to keep the interests of our directors aligned with the long‑term interests of the Company
and our shareholders.
Director Compensation in 2024
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)
All Other
Compensation
($)
Total
($)
Jacques Aigrain
360,000
315,056
8,253
683,309
Lincoln Benet
145,000
164,835
5,000
314,835
Robin Buchanan
135,000
164,835
–
299,835
Tony Chase
–
316,730
4,011
320,741
Bob Dudley
135,000
164,835
20,000
319,835
Claire Farley
150,000
164,835
24,011
338,846
Rita Griffin
152,500
164,835
24,011
341,346
Michael Hanley
152,500
164,835
26,421
343,756
Virginia Kamsky
135,000
164,835
24,011
323,846
Bridget Karlin
84,918
166,927
15,000
266,845
Albert Manifold
157,295
164,835
5,000
327,130
(1)
(2)
(3)
(4)
Includes retainers for services earned or paid through December 31, 2024. Mr. Chase elected to receive the cash component of his compensation in the
form of shares of our common stock.
(1)
Represents annual grants of RSUs for all directors and shares of stock issued in lieu of cash compensation for Mr. Chase.
The annual grants of RSUs are made in conjunction with the Board’s regularly scheduled meeting in May of each year. The terms of the RSUs provide for
vesting one year from the date of grant and for cash dividend equivalent payments when dividends are paid on the Company’s shares. In 2024, the annual
grant for each director, other than Mr. Aigrain and Ms. Karlin, was 1,692 units. Mr. Aigrain received 3,234 units, and Ms. Karlin received 1,694 units. These
awards are the only stock awards outstanding at 2024 fiscal year‑end for the non‑executive directors. In accordance with FASB Topic ASC 718,
Compensation — Stock Compensation (“ASC 718”), the grant date fair value of the awards is the number of units granted times the fair market value of our
shares on that date. See Note 15 to the Consolidated Financial Statements included in our Form 10‑K for the year ended December 31, 2024 for a
description of accounting for equity‑based compensation.
(2)
The shares received in lieu of cash compensation are issued at the same time quarterly cash payments for retainers and travel fees are otherwise made.
The number of shares issued is based on the average of the closing price of the Company’s shares over the quarter in which the compensation was earned.
The shares issued in lieu of cash compensation in 2024 were as follows: Mr. Chase — 1,652 shares.
Includes $5,000 for each intercontinental trip taken for work performed for the Company, other than Mr. Chase, who elected to receive his travel fees in
shares. Also includes benefits in kind related to tax preparation and advice related to the directors’ UK and Dutch tax returns and payments. The Company
provides these services through a third party to members of our Board because of our unique incorporation and tax domicile situation. For Mr. Hanley, also
includes reimbursements for fees related to Canadian tax advisory services in connection with UK income.
(3)
Ms. Karlin was elected to the Board on May 24, 2024.
(4)
LyondellBasell
2025 Proxy Statement
37
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 2024.
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 2024 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 2024 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,
2024, 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 2024 Dutch statutory
annual accounts can be accessed through our website at Investors.LyondellBasell.com by clicking “Financials,” then “Annual
Reports,”
and
may
be
obtained
free
of
charge
by
request
to
our
Corporate
Secretary
at CorporateSecretary@LyondellBasell.com.
The Company paid an aggregate of $5.36 per share in dividends from its 2024 Dutch statutory annual accounts, for a total
of approximately $1.7 billion. This includes interim dividends of $1.34 per share paid in each of the second, third and fourth
quarters of 2024 and $1.34 per share paid in the first quarter of 2025.
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, 2025, we have paid an aggregate of approximately $24.9 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 $1.34 per share. 2024 marked the Company’s fourteenth consecutive year of annual 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.
LyondellBasell
2025 Proxy Statement
38
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 2025 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, 2025, 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 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 2025.
The Board has selected PwC to serve as our independent registered public accounting firm for the year ending
December 31, 2025. 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 2025 is in the best interest of the Company and its stakeholders.
the quality of the audit conducted and service provided;
•
the qualifications and performance of the lead audit partner;
•
the length of time PwC has served in the roles; and
•
the reasonableness of fees charged.
•
LyondellBasell
2025 Proxy Statement
39
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:
(in millions)
2024
2023
Audit Fees
$
13.6
$
12.1
Audit‑Related Fees
1.5
2.3
Tax Fees
0.7
0.6
All Other Fees
1.8
2.6
TOTAL
$
17.6
$
17.6
Audit Fees consist of the aggregate fees and expenses billed or expected to be billed for professional services rendered by
PwC for the audit of our consolidated financial statements, the review of financial statements included in our Quarterly
Reports on Form 10‑Q, and services that are normally provided by an independent auditor in connection with statutory and
regulatory filings or engagements, including comfort letters, statutory audits, attest services, and consents.
Audit‑Related Fees consist of the aggregate fees billed for assurance and related services by PwC that are reasonably related
to the performance of its audit or review of the Company’s financial statements and are not reported as audit fees herein.
This category includes fees related to audits of benefit plans; agreed‑upon or expanded audit procedures relating to
accounting records required to respond to or comply with financial, accounting, or regulatory reporting requirements; and
consultations as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of
final or proposed rules, standards, or interpretations by regulatory or standard‑setting bodies.
Tax Fees consist of international tax compliance and corporate tax consulting.
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 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 2024 and 2023, 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 2024.
LyondellBasell
2025 Proxy Statement
40
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, 2024 (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, 2024 with management and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public
accounting firm for the fiscal year ended December 31, 2024. 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 2025.
The Audit Committee
Michael Hanley, Chair
Jacques Aigrain
Anthony Chase
Claire Farley
Bridget Karlin
First, the Audit Committee discussed with PwC those matters required to be discussed by the applicable requirements of
the Public Company Accounting Oversight Board (PCAOB) and the SEC, including information regarding the scope and
results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the
financial reporting and disclosure process.
•
Second, the Audit Committee discussed with PwC its independence and received from PwC the written disclosures and
the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee
concerning independence. This discussion and disclosure helped the Audit Committee in evaluating such independence.
The Audit Committee also considered whether, and concluded that, PwC’s provision of other non‑audit services to the
Company is compatible with the auditor’s independence.
•
Third, the Audit Committee met periodically with members of management, including the head of the Company’s
internal audit and internal controls functions, and PwC to review and discuss internal control over financial reporting.
Further, the Audit Committee reviewed and discussed management’s report on internal control over financial reporting
as of December 31, 2024, as well as PwC’s report regarding the effectiveness of internal control over financial reporting.
•
Finally, the Audit Committee reviewed and discussed with the Company’s management and PwC the Company’s audited
financial statements as of and for the year ended December 31, 2024, including the acceptability and appropriateness of the
accounting principles applied, the reasonableness of significant judgments, and the clarity of the disclosure.
•
LyondellBasell
2025 Proxy Statement
41
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 our 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 2024 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 2024
The C&TD Committee believes that the compensation of our Named Executive Officers for 2024 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 2024 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 77.
positioning total direct compensation and each individual element of executive compensation near the median of our
peer group companies, with consideration given to the relative complexity of comparable executive roles;
•
aligning short‑term incentive awards with annual operating, financial, and strategic objectives, while taking into account
the realities of a cyclical industry and rewarding differential performance rather than favorable or unfavorable market
circumstances; and
•
rewarding absolute and relative performance over time through long‑term equity incentive awards.
•
LyondellBasell
2025 Proxy Statement
42
2025 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 2024, 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 2025 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 2026 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.
LyondellBasell
2025 Proxy Statement
43
Compensation Discussion and Analysis
TABLE OF CONTENTS
EXECUTIVE SUMMARY
2024 Performance Highlights
Key Compensation Practices
Say‑on‑Pay and Shareholder Outreach
Noteworthy C&TD Committee Actions Since January 2024
WHAT GUIDES OUR PROGRAM
Executive Compensation Philosophy
Components of Executive Compensation
Compensation Mix
The Decision‑Making Process
Competitive Positioning and Our Peer Group
2024 EXECUTIVE COMPENSATION DECISIONS IN DETAIL
2024 Base Salaries
2024 Annual Bonus Payments
2024 Long‑Term Incentives
ADDITIONAL INFORMATION CONCERNING EXECUTIVE COMPENSATION
44
44
45
45
46
47
47
47
48
48
49
50
50
50
55
58
This section explains the decisions made concerning the compensation of the Company’s Named Executive Officers
(“NEOs”) for fiscal year 2024. 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 2024 are Peter Vanacker, the Company’s CEO; Michael McMurray, the
Company’s former CFO; and the three other most highly compensated executive officers of the Company in 2024. Their
titles are provided below.
Peter Vanacker
CEO
Michael McMurray
Former EVP and CFO
Torkel Rhenman
EVP – Advanced
Polymer Solutions
Kimberly Foley
EVP – Olefins &
Polyolefins
and Refining
Jeffrey Kaplan
EVP and
General Counsel
(1)
Mr. Agustin Izquierdo succeeded Mr. McMurray as our EVP and CFO effective as of March 1, 2025. Mr. McMurray will continue in an advisory role at the
Company until March 1, 2026.
(1)
LyondellBasell
2025 Proxy Statement
44
Executive Summary
2024 Performance Highlights
$1.4 B
$4.3 B
$3.8 B
$1.9 B
Net Income
EBITDA ex. Identified Items
Cash from Operating Activities
Returned to Shareholders
LYB faced challenging market conditions in 2024 head on, executing our strategy with discipline and focusing on delivering
long‑term value. We navigated a prolonged global down cycle and volatile market conditions, generating resilient results
and positioning LYB for future sustainable growth. We also continued our track record of delivering solid returns to
shareholders, marking our fourteenth consecutive year of annual dividend growth and returning $1.9 billion through
dividends and share repurchases.
Sharpening our focus. Last year, we continued to focus on our three strategic pillars, unlocking value for shareholders and
throughout LYB by (1) Growing and upgrading the core, (2) Building a profitable CLCS business, and (3) Stepping up
performance and culture. We grow and upgrade the core by focusing on, investing in, and developing businesses where we
have competitively advantaged technologies in strategic geographies. By taking an active approach to portfolio
management, we are able to monetize divestitures, free up working capital, and reduce capital expenditures to support
reinvestment in high‑return opportunities. In 2024, we closed the divestiture of our ethylene oxide and derivatives business
and completed the acquisition of our new propylene and polypropylene joint venture in Saudi Arabia. We also launched a
strategic review of European assets in our Olefins & Polyolefins and Intermediates & Derivatives business segments in May
2024. In the first quarter of 2025, we ceased operations at our Houston refinery and are evaluating multiple options to
transform the site for future growth. This year, we will continue to sharpen our focus and build on our legacy strengths with
a disciplined approach to growth and expansion.
Providing sustainable solutions. In 2024, we continued to invest in building a profitable CLCS business to provide
sustainable solutions at scale and create value while pursuing our climate and circularity ambitions. We began construction
of our first catalytic chemical recycling plant in Wesseling, Germany. We acquired APK AG in Merseburg, Germany, allowing
us to integrate its unique solvent‑based low‑density polyethylene recycling technology into our comprehensive portfolio for
building a profitable CLCS business. We also commenced preliminary development of integrated hub models in Cologne,
Germany and Houston, Texas, acquired mechanical recycling assets in Southern California, formed a plastics recycling joint
venture in Southern China, and started operations at our Source One Plastics joint venture’s plastic waste sorting and
recycling facility in Eicklingen, Germany. In 2024, we secured power purchase agreements (PPAs) with an aggregate
generation capacity that will enable us to meet our goal of procuring at least 50 percent of our electricity from renewable
sources by 2030, based on 2020 procured levels.
Safety. In 2024, our employees and contractors demonstrated their commitment to outstanding safety performance. We
achieved a total recordable incident rate (“TRIR”) of 0.127, our second‑lowest year for the company, and a process safety
incident rate (“PSIR”) of 0.021. Even as LYB continues to grow, we achieved the lowest number of injuries in company
history. 70 of our manufacturing sites achieved GoalZERO (zero injuries, zero incidents and zero accidents), and 72
manufacturing sites were injury‑free. We also achieved significant reductions in the occurrence of process safety events
and environmental release events through effective execution of key site improvement plans.
Pay for Performance. The Company paid 2024 annual bonuses at 104% of target, reflecting challenging market conditions
that impacted our EBITDA, offset by strong performance under our Safety and Value Creation targets and achievement of key
sustainability milestones. There was 79% payout under the Company’s PSUs for the three‑year performance period ended
December 31, 2024 reflecting the fact that the Company’s total shareholder return (“TSR”) was negative but fell in the upper
half of selected peers and the Company’s free cash flow (“FCF”) per share fell below the target set by our C&TD Committee
due to the challenging market environment in 2024. The performance metrics under the Company’s annual bonus program
and PSUs are further described under “2024 Executive Compensation Decisions in Detail.” Our executives’ annual bonuses,
including their individual performance ratings, reflect our safety performance, their leadership, and their actions in support of
our strategy, including our climate, circularity and culture initiatives.
(1)
See Appendix A for information about our non‑GAAP financial measures and a reconciliation of net income to EBITDA, including and excluding identified
items. Identified items include adjustments for LCM, gain on sale of business, asset write‑downs in excess of $10 million in aggregate for the period and
refinery exit costs.
(1)
LyondellBasell
2025 Proxy Statement
45
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, safety, and sustainability goals.
Emphasize long‑term performance. We balance long‑term and short‑term
incentives and use long‑term equity incentive awards, including PSUs and
RSUs, 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.
Prohibiting Insider Trading Policy. We have a policy for directors,
executives, and employees designed to prevent insider trading and
require preclearance for transactions in LYB shares and 10b5‑1 plans
for insiders.
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 2022, 2023, and 2024 annual general meetings of shareholders, approximately 97%, 98%, 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.
Recent Shareholder Support for Say‑on‑Pay
98%
98%
97%
2024
2023
2022
LyondellBasell
2025 Proxy Statement
46
Noteworthy C&TD Committee Actions Since January 2024
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,
2024, the Committee and the Board of Directors took several noteworthy actions in relation to the Company’s
compensation programs:
2024 Highlights – LTI Program Updates
60%
PSUs
40%
RSUs
LTIP Vehicle Mix
For the 2024 LTI program, the C&TD Committee approved changes to eliminate
stock options from the pay mix and grant LTI in the form of 60% PSUs and 40%
RSUs. We believe that this mix of long‑term incentives better ties compensation
to achievement of performance targets and encourages executives to increase
shareholder value over the long term while supporting talent retention.
Outstanding options granted in 2023 and earlier vest ratably over three years
and expire ten years from the date of grant.
In addition, the C&TD Committee changed RSU vesting under the LTI plan from
three‑year cliff vesting (for RSUs granted in 2023 and earlier) to three‑year
ratable vesting (for RSUs granted in 2024 and beyond). We believe that ratable
vesting is more in line with the market and enhances employee retention while
promoting gradual equity ownership.
Continued Focus on Safety and Sustainability
For 2024, 30% of the total payout under the STI program (20% Safety and 10% Sustainability) reflects the Company’s
ongoing commitment to safety, accountability and timely delivery of our climate and circularity goals.
Safety. In 2024, we achieved a total recordable incident rate (“TRIR”) of 0.127, our second‑lowest year for the company, and
a process safety incident rate (“PSIR”) of 0.021. We also achieved the lowest number of injuries in our history. 70 of our
manufacturing sites achieved GoalZERO (zero injuries, zero incidents and zero accidents), and 72 manufacturing sites were
injury‑free. Our safety performance reflects the hard work and dedication of our employees and contractors, as well as our
culture of operational excellence and accountability.
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 2024, we focused on three milestones: (1) execute Power Purchase Agreements with a cumulative
volume 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 180kt of recycled and renewable‑based polymers in 2024.
Target
performance levels for each milestone are summarized under “—2024 Executive Compensation Decisions in Detail—2024
Annual Bonus Payments—Company Performance” on page 50.
Value Creation Target
In February 2024, the C&TD Committee set the incremental Value Creation target for our STI program at $600 million
recurring annual EBITDA by the end of 2024 to advance the Company’s goal of delivering approximately $760 million of net
income, or $1 billion of recurring annual EBITDA, by the end of 2025 under our Value Enhancement Program.
The C&TD
Committee is committed to ensuring this target is rigorous and incentivizes reaching important milestones in our Value
Enhancement Program, which generated results that exceeded our previous forecasts for 2023.
(1)
(2)
Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and
marketed by the joint venture, and (ii) production via third‑party tolling arrangements.
(1)
Year‑end run‑rate is estimated based on 2017‑2019 mid‑cycle margins and modest inflation relative to a 2021 baseline. See Appendix A for information
about our non‑GAAP financial measures.
(2)
LyondellBasell
2025 Proxy Statement
47
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:
Base Salary
Short‑Term Incentives
Long‑Term Incentives
Cash
Cash
PSUs (60%)
RSUs (40%)
Timing
Annual
Annual
Three‑year performance
period
RSUs granted in 2024 and beyond
vest ratably over three years; RSUs
granted in 2023 and earlier cliff
vest after three years
Metrics
Determined when
executives are hired or
promoted into their
position and reviewed
annually. Individual
performance is a key
driver of any annual
base salary adjustment.
Increases are not
guaranteed and must
be approved by the
C&TD Committee.
Payout from 0 to 200% of
target based on individual
performance (for executives
other than the CEO), and
company performance in:
Target value at grant is
determined as a percentage
of base salary. Payout from
0% to 200% of target based
on relative TSR and FCF per
share performance over a
three‑year period. Relative
TSR measure capped at
100% if TSR is negative.
Target value at grant is
determined as a percentage of
base salary. Value delivered
through long‑term stock price
performance.
Rationale Provides competitive
levels of fixed pay to
attract and retain
executives.
Attracts and motivates
executives by aligning
compensation with key
annual objectives and the
results that are achieved.
Links executive
compensation to long‑term
performance through key
performance metrics and
stock price, balancing
internal and market‑based
measures.
Encourages executives to increase
shareholder value over the long
term and supports talent
retention.
Fixed
Performance‑Based
Variable
Take into account the realities of a cyclical, commodity industry and reward differential performance
•
Align the interests of management with those of our shareholders
•
Encourage both short‑term and long‑term results
•
Attract, retain, and incentivize the highest caliber team possible
•
Enable us to pay high achievers above‑market median compensation based on individual performance, potential, and
impact to the Company’s results
•
Recognize and maintain the Company’s market‑leading position in health and safety
•
Emphasize the Company’s deep commitment to sustainability and increase focus on value creation
•
Business results (60%)
•
Safety (20%)
•
Sustainability (10%)
•
Value Creation (10%)
•
LyondellBasell
2025 Proxy Statement
48
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 2024, the Total Target Direct Compensation (“TTDC”) of our NEOs was as follows:
19%
Base Salary
18%
Target Bonus
25%
RSUs
38%
PSUs
10%
Base Salary
44%
PSUs
16%
Target Bonus
30%
RSUs
90%
Performance-
Based
or Variable
81%
Performance-
Based
or Variable
60% Performance-Based
56% Performance-Based
Base Salary
Target Bonus
PSUs
RSUs
CEO
All other NEOs
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.
Responsible Party
Primary Roles and Responsibilities
C&TD Committee
(100% independent
directors)
Other Independent
Members
of Board of Directors
Chief Executive
Officer
Independent
Compensation
Consultant
(Pearl Meyer)
Responsible for determining the compensation of our executive officers (including the NEOs) and designing our
executive compensation program
•
With input from the Committee’s independent compensation consultant, annually conducts a comprehensive
analysis and assessment of our executive compensation program, including an evaluation of each component of
target compensation for our executive officers, and approves TTDC for the coming year
•
Approves performance metrics and target performance levels for the Company’s STI program and performance‑based
equity grants, after receiving input from management and other committees
•
Non‑executive members of the Board, including the Chair, review and provide input on the C&TD Committee’s
decisions relating to the compensation of our executive officers
•
HSE&S Committee provides input regarding the design and payout for annual safety and sustainability
performance metrics
•
Each year, presents the C&TD Committee with recommendations regarding the compensation of each of the other
executive officers (including the other NEOs). These recommendations are based on his assessment of each executive’s
performance, the performance of the executive’s business unit or function, benchmark information, and retention risk
•
Provides input on the overall executive compensation program design
•
The C&TD Committee reviews CEO recommendations and makes adjustments as it deems appropriate. The CEO does
not have any role in the Committee’s determination of his own compensation
•
Retained by the C&TD Committee, after assessment of the firm’s independence and determining that the
engagement of Pearl Meyer did not raise any conflict of interest or other concerns, to provide advice regarding
executive compensation matters
•
Advises on the design of our executive compensation program and evolving industry practices
•
Provides market data and analysis regarding the competitiveness of our executive compensation program
•
Evaluates proposed compensation decisions and program updates
•
Attends regularly‑scheduled meetings of the C&TD Committee and telephone conferences with members of the
Committee or its Chair throughout the year to assist with the review and discussion of executive
compensation matters
•
LyondellBasell
2025 Proxy Statement
49
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 2024 compensation decisions
was collected from the 2023 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 2024 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 2023, the
Committee reviewed and approved continuing to use the 2023 peer group for 2024.
3M Company
Archer‑Daniels‑Midland Company
Caterpillar Inc.
Cummins Inc.
Deere & Company
Dow Inc.
DuPont de Nemours, Inc.
General Dynamics Corporation
HF Sinclair Corporation
Honeywell International Inc.
International Paper Company
Johnson Controls International
Linde plc
Marathon Petroleum Corporation
Phillips 66
PPG Industries, Inc.
The Sherwin‑Williams Company
Valero Energy Corporation
The 2024 peer group reported 2024 revenue that ranged from approximately $12.4 billion to $143.2 billion, with a median
revenue of approximately $36.3 billion. In comparison, the Company’s 2024 revenue was approximately $40.3 billion. The
2024 peer group was used to develop the market data and benchmarking materials that were provided to the C&TD
Committee to assist with the 2024 decision‑making process.
LyondellBasell
2025 Proxy Statement
50
2024 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 2024 compensation
decisions included the approval of 2024 base salaries; target values, criteria and metrics for the 2024 annual bonuses to be
paid in 2025; and 2024 grants of annual long‑term incentive awards, including PSUs and RSUs, as described on page 55. In
February 2025, the Committee approved payout of 2024 annual bonuses and the percentage earned for the PSUs granted
in 2022 with a performance period that ended December 31, 2024.
2024 Base Salaries
The table below shows the base salaries for our NEOs in 2023 and 2024. 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 2024 salary increases for Messrs. McMurray and Kaplan, each effective April 1,
2024, represented annual salary adjustments to maintain market competitiveness. The 2024 salary increase for Ms. Foley, effective
April 1, 2024, reflects her appointment as EVP, O&P and Refining following the departure of Mr. Ken Lane in March 2024.
Name
2023 Base
2024 Base
Increase
Peter Vanacker
$
1,450,000
$ 1,450,000
—
Michael McMurray
$
850,000
$
879,750
3.5%
Torkel Rhenman
$
800,000
$
800,000
—
Kimberly Foley
$
700,000
$
775,000
10.7%
Jeffrey Kaplan
$
740,000
$
765,900
3.5%
2024 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 2024, our NEOs’ target bonuses were as follows.
Name
2023 Target Bonus
(% of salary)
2024 Target Bonus
(% of salary)
Peter Vanacker
160%
170%
Michael McMurray
95%
95%
Torkel Rhenman
95%
100%
Kimberly Foley
95%
100%
Jeffrey Kaplan
90%
90%
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 2024 were calculated in the same manner as in 2023.
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025.
(1)
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025.
(1)
LyondellBasell
2025 Proxy Statement
51
Individual
Target
Bonus
(as a %
of salary)
Company
Performance
(0-200%)
Company
Performance
Weighting
(75%)
STI Payout(2)
(as a %
of salary)
Company Performance Component
Individual Performance Component
Individual
Performance(1)
(0-200%)
Individual
Performance
Weighting
(25%)
Company Performance – Payout at 104% of Target
Payout for the Company performance component of the 2024 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.
Component and weighting
Threshold
Target
Maximum
Payout
Business Results
60%
EBITDA
Performance against
Adjusted EBITDA Budget
-15.0%
15.0%
0.0%
Actual Result: -5.7%
62%
Value Creation
10%
Milestones
Achievement of Value
Enhancement Program targets
$700M
$500M
$600M
Actual Result: $800M+
200%
ESG
Safety Performance
20%
TRIR (50%)
Injury Rate
0.096
0.314
0.208
Actual Result: 0.127
167%
153%
PSIR (50%)
Process Safety Incident Rate
0.016
0.043
0.023
Actual Result: 0.021
138%
Sustainability
10%
Renewable energy (33.3%)
Execute power purchase agreements with
cumulative value of 700 GW of renewable
electricity
1500 GW
700 GW
0 GW
Actual Result: 2042 GW
200%
163%
Produce and market recycled and
renewable‑based polymers (33.3%)
Produce and market 180kt globally in
2024
80kt
200kt
Actual Result: 203kt
150kt
139%
Energy efficiency (33.3%)
Progress energy efficiency projects to
improve energy efficiency by 1%, relative
to a 2021 baseline
0 projects
progress
0.5%
1.5%
1%
2%
0%
151%
Actual Result: 1.5%
Payout
100%
0%
200%
OVERALL PAYOUT
104%
(3)
Mr. Vanacker’s STI payouts are based entirely on Company performance. There is no individual performance component for the CEO.
(1)
Overall payout under the STI program will not exceed 200% of an individual’s target bonus.
(2)
Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and
marketed by the joint venture, and (ii) production via third‑party tolling arrangements.
(3)
LyondellBasell
2025 Proxy Statement
52
Business Results (60%)
WHY EBITDA?
We believe that EBITDA is the financial measure that best enables shareholders to gauge our profitability and assess our business
results. We determine performance under this metric by comparing EBITDA excluding identified items
to our annual EBITDA
budget, after making certain non‑discretionary adjustments at the end of the year to account for market tailwinds and headwinds.
Our aim is to ensure that our compensation rewards differential rather than circumstantial performance. These adjustments are
approved by the C&TD Committee to ensure they are rigorous and support the alignment of pay and performance.
Payout at 62% of target was based on 2024 EBITDA excluding identified items that came in below the Company’s adjusted
EBITDA budget for the year by 5.7%. We define EBITDA as Income from continuing operations before interest expense (net),
provision for (benefit from) income taxes and depreciation and amortization. Identified items include the gain on sale of
business, asset write‑downs in excess of $10 million in aggregate for the period and refinery exit costs. At the C&TD
Committee’s discretion, the Company’s annual EBITDA excluding identified items may be adjusted for the impact of certain
extraordinary events during the year. For 2024, the C&TD Committee approved adjustments for LIFO inventory valuation
and the impact of weather events and refinery closure costs.
EBITDA Budget Adjustments
At its regularly scheduled November 2023 meeting, the Board reviewed the Company’s annual EBITDA budget for the
coming year and, the following February, approved the final annual 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 four 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, (iii) LIFO inventory
valuation adjustments, and (iv) 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 2024, additional
adjustments were made for volume, margin and fixed costs impacts related to the Texas winter freeze and Hurricane Beryl.
The table below summarizes the approved adjustments, both positive and negative, to the Company’s 2024 EBITDA budget by
segment, which collectively decreased the EBITDA budget by 11.7%. To avoid disclosing competitively‑sensitive information, we do
not provide specific details on market impacts.
Segment(s)
Description of EBITDA Budget Adjustments
Olefins & Polyolefins –
Americas
Ethylene cash margin (IHS), polyethylene spread (PTAI), and polypropylene spread (PTAI)
Olefins & Polyolefins –
Europe, Asia, International
EU ethylene variable margin (typical naphtha cracker), polyethylene spread (PTAI), polypropylene spread
(PTAI), mark‑to‑market of joint ventures available‑for‑sale financial assets, and foreign exchange impact
Intermediates & Derivatives
U.S. methanol variable margin (IHS), styrene raw material margin (IHS), MTBE raw material margin (IHS),
mark‑to‑market of precious metals, and foreign exchange impact
Refining
Maya 2‑1‑1 crack spread (net of RINs), co‑product spread, and mark‑to‑market to hedge
All
Foreign‑exchange rate impacts, mark‑to‑market adjustments, and fixed cost exclusions
Net EBITDA Budget Impact
11.7%
(1)
See Appendix A for information about our non‑GAAP financial measures and a reconciliation of net income to EBITDA, including and excluding identified
items. Identified items include adjustments for LCM, gain on sale of business, asset write‑downs in excess of $10 million in aggregate for the period and
refinery exit costs.
(1)
LyondellBasell
2025 Proxy Statement
53
Value Creation (10%)
WHY VALUE CREATION?
We aim to align executive compensation with the Company’s evolving strategy and vision, which focuses on capturing
value, improving agility and accelerating innovation. We believe our value creation metric incentivizes employees to
bring forth new financial value creating ideas and initiatives in line with our new culture.
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 2024 recurring annual EBITDA exit run‑rate of over $800 million, exceeding our target of $600 million, bringing us
closer to delivering on our long‑term VEP goal.
Safety Performance (20%)
WHY SAFETY PERFORMANCE?
Operating in a safe, reliable manner protects our employees, our assets, and the communities in which we operate. We
believe our focus on safety performance is the right thing to do, and it helps contain costs of operations and avoid
operational upsets and reputational harm.
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 2024, the Company achieved TRIR of 0.127 and PSIR was 0.021, resulting in overall payout at 153%
of target.
Sustainability (10%)
WHY SUSTAINABILITY?
To tackle the global challenges of plastic waste and climate change, we set 2030 goals to reduce our absolute scope 1
and 2 emissions by 42% and absolute scope 3 emissions by 30%. We also set a goal to produce and market at least 2
million metric tons of recycled and renewable‑based polymers annually by 2030.
We believe that the sustainability
metric incentivizes accountability and timely delivery of our climate and circularity goals.
The C&TD Committee considers the Company’s achievement of key milestones supporting our sustainability goals. For
2024, the Committee set goals to achieve certain milestones, with target (100%) performance summarized below. Payout at
163% of target reflected the Company’s delivery on these goals.
Milestone
Result
Execution of power purchase agreements
Execute PPAs with cumulative volume of 700 GW of renewable energy
capacity
200% of target: Signed PPAs with a combined
renewable energy capacity of 2042 GW
Implementation of energy efficiency projects
Progress energy efficiency projects to improve energy efficiency by 1%
151% of target: Completed projects improving energy
efficiency by 1.5%
Recycled and renewable‑based polymers
Produce and market 180kt of recycled and renewable‑based polymers
139% of target: Produced and marketed 203kt of
recycled and renewable‑based products
(1)
(1)
(2)
(d)
(1)
See Appendix A for information about our non‑GAAP financial measures.
(1)
Production and marketing includes (i) joint venture production marketed by LYB plus our pro rata share of the remaining production produced and
marketed by the joint venture, and (ii) production via third‑party tolling arrangements.
(2)
LyondellBasell
2025 Proxy Statement
54
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 achieved or exceeded expectations for their
respective roles, and any other significant factors during the year, such as special projects, challenges, or other
performance issues. Individual performance ratings range from 0 to 200%.
Name
Individual
Target
Bonus
Company
Performance
Component
Individual
Performance
Component
STI
Payout
(as a % of
salary)
STI
Payout
Peter Vanacker
170%
x
104%
=
177%
$
2,563,600
Michael McMurray
95%
x
( (104%
x
75%)
+
(180%
x 25%) )
=
117%
$
1,027,988
Torkel Rhenman
100%
x
( (104%
x
75%)
+
(90%
x 25%) )
=
101%
$
804,000
Kimberly Foley
100%
x
( (104%
x
75%)
+
(150%
x 25%) )
=
116%
$
895,125
Jeffrey Kaplan
90%
x
( (104%
x
75%)
+
(150%
x 25%) )
=
104%
$
796,153
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
2024, he helped LYB navigate a challenging market environment, capitalizing on near‑term opportunities without loosing
focus on long‑term goals. He served as a trusted partner to our CEO in successfully driving implementation of our new
strategy, and was instrumental to the launch of two new strategic initiatives. He also served as the co‑sponsor of the
successful VEP initiative. He implemented an effective capital allocation strategy, growing the quarterly dividend by 7%
through excellent cash flow management and resilient free cash flow, and achieved TSR results in line with our peers in a
challenging market environment. He also proactively drove the M&A agenda to support the Company's portfolio
optimization, vastly improving the organization’s M&A capabilities. He invested heavily in developing his organization’s
talent, implementing individualized development plans for top potential employees, improving bench strength, and
assisting with succession planning for the CFO role.
Mr. Rhenman’s individual performance rating of 90% reflects his leadership of the Advanced Polymer Solutions (“APS”)
segment in the face of challenging headwinds in the automotive industry. In 2024, he continued to lead the segment in
navigating the APS asset restructuring to lower costs and improve customer service levels. He progressed circular APS
solutions offerings at OEMs, leading to strong growth and value creation, and drove the APS “At Your Service”
transformation, significantly improving the APS net promoter score. He contributed to the success of the VEP, identifying
and implementing projects within APS with the potential to deliver additional recurring EBITDA. He also continued to focus
on safety, improving segment TRIR substantially by 33% to industry‑leading levels. He upgraded APS leadership through
critical changes and strengthened the succession plan. Despite these efforts, for 2024, business results did not meet the
performance plan expectations.
Ms. Foley’s individual performance rating of 150% is the result of her seamless transition to leadership of the Olefins &
Polyolefins (“O&P”) and Refining segments. After her appointment in March 2024, she completed onboarding and assumed
global leadership of the O&P business unit, progressing several significant M&A projects and other strategic priorities,
including the European strategic review, the NATPET joint venture acquisition, the Houston refinery transformation, a global
polypropylene business strategy review, and development of net zero pathways for several sites. She played a key
leadership role in accelerating technology improvements for existing projects. Through active management, and despite an
already reduced‑cost budget, she further reduced fixed costs by $85 million in 2024. She contributed significantly to the
success of the VEP and other value creation initiatives. She also actively engaged with investors through investor relations
roadshows and earnings calls.
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025.
(1)
LyondellBasell
2025 Proxy Statement
55
Mr. Kaplan’s individual performance rating of 150% reflects his leadership of the legal, enterprise risk management (“ERM”),
real estate and procurement functions. In 2024, the scope of his role was expanded to include leadership of the
procurement function, which he smoothly integrated into his responsibilities. Through his leadership and messaging, he
helped drive a positive cultural shift in the procurement function, improving efficiency, focusing on bottom‑line
performance, and making good progress on VEP initiatives. He improved the Company's risk management processes and
preparedness, including improving our ransomware response capabilities through the integration of our cybersecurity,
corporate HSE, legal and ERM functions. In his role as General Counsel, he continued to effectively manage the Company's
litigation risks and achieved successful resolution for several significant disputes. He also oversaw the planning, design and
construction of the new Houston headquarters.
2024 Long‑Term Incentives
2024 Grants of Awards
The long‑term incentive awards granted to the NEOs in 2024 included PSUs (60%) and RSUs (40%). 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). RSUs granted for 2022 and 2023 cliff vest after three years while RSUs
granted in 2024 and beyond 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.
60%
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.
40%
Time‑based awards that vest ratably over 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.
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 2024 C&TD Committee meeting, it was
determined that Mr. Kaplan would receive an increase in LTI target percentage in order to reflect his assumption of
leadership for the Procurement function in addition to his existing responsibilities.
Name
2023 Target
(% of base salary)
Total Value of
2023 LTI Awards
2024 Target
(% of base salary)
Total Value of 2024
LTI Awards
Peter Vanacker
759%
$ 11,000,000
759%
$ 11,000,000
Michael McMurray
400%
$ 3,400,000
400%
$
3,519,000
Torkel Rhenman
310%
$
2,480,000
310%
$
2,480,000
Kimberly Foley
310%
$
2,170,000
310%
$
2,402,500
Jeffrey Kaplan
290%
$
2,146,000
300%
$
2,297,700
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 71.
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards
upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(1)
LyondellBasell
2025 Proxy Statement
56
2024 Grants of PSUs With a Performance Period Ending December 31, 2026 (60%)
60% of the value of our NEOs’ annual equity award in 2024 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, 2026. 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 2024 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 a 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.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Positive TSR Payout
200% 200% 200% 200% 200% 180% 160% 140% 120% 100%
80%
70%
60%
50%
—
—
—
—
—
Negative TSR Payout
100% 100% 100% 100% 100%
95%
90%
85%
80%
75%
70%
60%
50%
40%
—
—
—
—
—
The companies that are used as comparators in determining our relative TSR performance (shown below) are seventeen of
the Company’s primary competitors, either directly or for investment dollars, in the chemicals industry. For 2024, the C&TD
Committee approved use of an updated peer group focused on companies both within and outside of the S&P 500
Chemicals Index with business models most similar to that of the Company. Changes to the 2024 performance peer group
included the removal of Albemarle Corporation, SABIC, DSM‑Firmenich AG, and Asahi Kasei Corporation, and the addition
of Olin Corporation, Arkema S.A. and Evonik Industries A.G. 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.
2024 PSUs - TSR Peer Group Companies
Akzo Nobel N.V.
Arkema S.A.
BASF SE
Celanese Corporation
Covestro AG
Dow Inc.
DuPont de Nemours, Inc.
Eastman Chemical Company
Evonik Industries A.G.
FMC Corporation
Huntsman Corporation
Methanex Corporation
Olin Corporation
PPG Industries, Inc.
RPM International Inc.
Shin‑Etsu Chemical Co., Ltd.
Westlake Corporation
LyondellBasell
2025 Proxy Statement
57
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 2024 PSUs, which would result in 100% payout for the metric, was set by the C&TD Committee
at the beginning of the performance cycle based on a reasonably‑achievable level of performance as determined by the
Company’s long‑range plan projections. While the Company believes disclosing specific targets during an ongoing
performance period would result in competitive harm, the targets will be disclosed along with performance achievement
after the performance period has ended and the awards are earned. As shown below, maximum payout of 200% for the
metric is awarded if realized FCF per share is equal to or greater than 135% of target, representing a stretch goal that can be
achieved only in the event of outstanding performance. There is no payout if realized FCF per share is less than 75% of
target. Actual payout will be interpolated between data points.
FCF per Share (% of Target)
≥ 135%
130%
125%
120%
115%
110%
95‑105%
90%
85%
80%
75%
< 75%
Payout
200%
183%
167%
150%
133%
117%
100%
88%
75%
63%
50%
—
2024 Grants of RSUs (40%)
In 2024, each of our NEOs received a number of RSUs calculated by dividing 40% 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 2024 RSU grants vest ratably over three years.
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.
Payout of 2022 PSUs with a Performance Period Ended December 31, 2024
Each of our NEOs received a PSU award with a performance period that ended December 31, 2024. 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 2025, the C&TD Committee determined that
79% had been earned under the 2022 PSUs, reflecting the fact that the Company’s TSR was negative but fell in the upper half
of selected peers and the Company’s FCF per share fell below the target set by our C&TD Committee due to the challenging
market environment in 2024. Payout under the TSR metric is capped at 100% if TSR is negative.
While the Company believes disclosing specific targets during an ongoing performance period would result in competitive
harm, the performance period for the 2022 PSUs ended December 31, 2024. TSR and FCF per share targets for the 2022
PSUs are disclosed below, along with performance results.
TSR Rank Metric
Actual Result: -4.47%
Rank
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Peer Group TSR (%)
50.21
22.02
16.38
12.20
5.08
4.83
-4.47
-13.00 -18.53 -20.11 -20.67 -25.54
-36.69 -38.82 -42.20 -44.74
-47.97
-55.61
-55.73
Payout(%)
100
100
100
100
100
95
90
85
80
75
70
60
50
40
—
—
—
—
—
Free Cash Flow per Share Metric
Actual Result: $9.73
FCF per Share Target($)
≥ 16.02
15.43
14.84
14.24
13.65
13.06
11.87
10.68
10.09
9.50
8.90
< 8.90
Payout (%)
200
183
167
150
133
117
100
88
75
63
50
—
LyondellBasell
2025 Proxy Statement
58
Additional Information Concerning
Executive Compensation
Share Ownership and Holding Requirements
The Company’s Share Ownership Guidelines require executives to achieve an ownership of Company shares that is valued
at a percentage of their respective base salaries. Executives are expected to meet or exceed the guidelines within five years
of their hiring or promotion into their role. They may not sell shares unless and until these ownership levels have been met
and then only shares in excess of the required levels may be sold. Under the guidelines, only shares beneficially owned and
RSUs count towards meeting the ownership thresholds. Performance awards, stock options, and dividend equivalents are
not counted.
We determine compliance with our Share Ownership Guidelines on a quarterly basis. The number of shares held by each of
our NEOs as a multiple of base salary as of December 31, 2024 is set forth below. Mr. Vanacker is still within the five‑year
transition period for attaining the required ownership. Mr. McMurray is no longer subject to the Share Ownership Guidelines
following his departure as CFO on March 1, 2025.
Name
Required Ownership
as a Multiple of
Base Salary
Shares held
as a Multiple of
Base Salary
Complies or
Within 5‑Year
Transition Period
Peter Vanacker
6x
7.2x
Michael McMurray
4x
9.5x
Torkel Rhenman
3x
9.0x
Kimberly Foley
3x
5.6x
Jeffrey Kaplan
3x
8.4x
Clawbacks
Under the Company’s clawback policy, a copy of which is attached to our 2024 Annual Report on Form 10‑K in accordance with
SEC rules, the C&TD Committee can elect to recover annual bonus or equity compensation from any executive determined to
have engaged in misconduct that increased the value of the compensation he or she received. Annual bonus compensation may
be recovered if an executive engages in misconduct, including any act or failure to act causing a violation of law, Company
policies, or GAAP, whether or not such misconduct affected the calculation of his or her bonus compensation. In accordance
with SEC rules and NYSE listing standards, our clawback policy also allows the Company to recover incentive‑based
compensation erroneously received by current or former executive officers after an accounting restatement. In addition to the
clawback policy applicable to all incentive‑based compensation, all time‑based RSUs include recoupment provisions triggered in
the event of executive misconduct or breach of restrictive covenant obligations.
Hedging and Pledging Policies
All of our executive officers, including our NEOs, are subject to our Policy Prohibiting Insider
Trading. Under this policy, executives may not purchase, sell or write options on LYB shares,
engage in short sales, or participate in any other derivative or short‑term purchase or sale
transactions that would enable them to hedge the economic risk of their share ownership.
Additionally, our executives are prohibited from pledging LYB shares as collateral for personal
loans or other obligations, including holding shares in a brokerage margin account. These
restrictions extend to executives’ immediate family members and certain related entities and
are intended to keep our executives’ interests aligned with the long‑term interests of the
Company and our shareholders.
No hedging
•
No short sales
•
No pledging
•
No margin accounts
•
LyondellBasell
2025 Proxy Statement
59
Grant Practices Specific to Stock Options
We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted
in the future, LYB would not grant such options in anticipation of the release of material non‑public information that is likely
to result in changes to the price of our common stock, and would not time the public release of such information based on
stock option grant dates. In 2024, none of our NEOs were awarded stock options.
Perquisites and Other Benefits
Our NEOs receive the same benefits generally provided to all of our employees, which include vacation allowances,
Company matching under our 401(k) plan, Company contributions to our defined benefit pension plan, and health and
welfare benefits. The perquisites received by our executives that are not offered to all employees include:
From time to time, the Company provides other benefits to our executives that are intended for business purposes,
including tax equalization payments, limited personal use of private aircraft or accompanying spouse travel, relocation
benefits, and the payment of business club memberships or dues.
Tax equalization payments are designed to make executives whole if they incur income tax in jurisdictions other than their
country and/or state of residence. For example, executives may travel to other jurisdictions on Company business and may be
taxed based on days worked in those jurisdictions. If, and only to the extent, those additional taxes cannot be offset against the
executive’s regular income tax liability (such as in the form of credits), the Company will reimburse an amount sufficient to make
the executive’s tax liability equal to the full income tax for his jurisdiction of residence only.
The Company has agreements with Flexjet, LLC for a fractional ownership interest in and use of private aircraft. The primary
use of the Flexjet aircraft is for business purposes, with limited personal use when adjacent to business purposes. From
time to time, spouses, family members or personal guests may accompany our executive officers on Flexjet aircraft. The
Company may also pay or reimburse the cost of occasional spouse travel related to business trips. When approved travel of
a family member or guest is imputed as income to the executive officer, we reimburse the additional income tax incurred,
as applicable. During 2024, Mr. Vanacker had flights that were considered taxable. The imputed income will be reported
and taxed in 2025 with no tax reimbursements for these specific flights.
Taxes
Section 162(m) of the U.S. Internal Revenue Code limits the deductibility of compensation paid to certain executives,
including our CEO, CFO, and our three other most highly compensated officers, to $1 million annually. Historically, the
deduction limit did not apply to certain performance‑based compensation, and we took Section 162(m) and the
deductibility of compensation, among other factors, into consideration in structuring our annual bonuses and certain
long‑term incentive awards.
The C&TD Committee will continue to consider tax implications (including the lack of deductibility under section 162(m))
among other relevant factors in designing and implementing our executive compensation programs. We will continue to
monitor taxation, applicable incentives, standard practice in our industry, and other factors and adjust our executive
compensation programs as needed.
Annual executive physical.
•
Financial, tax, and estate planning — The Company will reimburse approximately $15,000 of expenses.
•
Matching under the U.S. Deferral Plan — The Company makes contributions to the U.S. Deferral Plan for amounts that
exceed the IRS base salary limits on matching under our 401(k) plan and contributions to our defined benefit pension
plan. The value of the contributions is 11% for all base salary compensation in excess of the IRS limits.
•
LyondellBasell
2025 Proxy Statement
60
Compensation Committee Report
The Compensation and Talent Development Committee has reviewed and discussed the Compensation Discussion and
Analysis with management, and based on such review and discussions, recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy statement.
The Compensation and Talent Development Committee
Albert Manifold, Chair
Anthony Chase
Rita Griffin
Virginia Kamsky
LyondellBasell
2025 Proxy Statement
61
Compensation Tables
Summary Compensation Table
The following table sets forth information with respect to the compensation of our NEOs for the years ended December 31,
2024, 2023, and 2022.
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non‑Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value
($)
All Other
Compensation
($)
Total
($)
Peter Vanacker
Chief Executive
Officer
2024 1,450,000
— 12,586,300
—
2,563,600
18,836
399,728
17,018,464
2023
1,437,500
—
8,978,151 2,664,298
2,946,400
16,479
503,366
16,546,194
2022
861,538 1,900,000
9,676,036 2,500,004
1,398,485
13,547
669,379
17,018,989
Michael McMurray
Former Executive
Vice President and
Chief Financial
Officer
2024
872,313
—
4,026,506
—
1,027,988
21,202
120,687
6,068,696
2023
843,500
—
2,775,140
823,520
1,132,519
19,924
102,024
5,696,627
2022
824,000
—
2,050,443
721,022
2,409,387
12,936
91,685
6,109,473
Torkel Rhenman
Executive Vice
President
Advanced Polymer
Solutions
2024
800,000
—
2,837,771
—
804,000
21,763
84,602
4,548,136
2023
798,275
—
2,024,259
600,685
894,900
20,740
91,436
4,430,295
2022
793,100
—
1,691,684
594,846
2,923,912
13,734
94,791
6,112,067
Kimberly Foley
Executive Vice
President Olefins &
Polyolefins and
Refining
2024
762,308
—
2,749,013
—
895,125
76,385
86,811
4,569,642
Jeffrey Kaplan
Executive Vice
President General
Counsel and
Procurement
2024
761,517
—
2,629,192
—
796,153
32,274
101,743
4,320,879
2023
734,000
—
1,751,648
519,783
884,115
34,149
104,545
4,028,240
2022
710,831
—
1,476,315
519,120
2,284,481
6,156
94,115
5,091,018
(2)
(3)
(4)
(5)
(6)
(7)
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards
upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(1)
Represents a cash sign‑on bonus paid in connection with the 2022 appointment of Mr. Vanacker.
(2)
Stock awards granted to NEOs in 2022, 2023, and 2024 include RSUs and PSUs. The RSUs are granted under the LyondellBasell Industries Long Term
Incentive Plan (the “LTIP”) and entitle the recipient to an equal number of shares of the Company’s stock when the RSUs vest. RSUs granted in 2023 and
earlier cliff vest after three years from the date of grant. RSUs granted in 2024 and beyond vest ratably over three years. RSUs receive cash dividend
equivalents at the same time dividends are paid on the Company’s stock. Amounts included in the table are the aggregate grant date fair values of the
awards calculated in accordance with ASC 718. The PSUs are also granted under the LTIP. The PSUs entitle the recipient to a number of shares of the
Company’s common stock equal to the number of units, multiplied by an earned percentage that can range from 0 to 200% of the targeted number of
units based on Company performance. The PSUs accrue dividend equivalents during the performance period in the form of additional units. See Note 15 to
the Company’s Consolidated Financial Statements in our Annual Report on Form 10‑K for the year ended December 31, 2024 (the “2024 Annual Report”) for
a discussion of the calculation of the fair value of the awards. The PSUs for the three‑year performance periods ended December 31, 2022, 2023, and 2024
paid out at 100%, 200%, and 79%, respectively.
Annual grants of RSUs and PSUs are made at the first regularly scheduled C&TD Committee meeting of the calendar year. The following is the aggregate
grant date fair value of the PSUs granted in 2024 if we assumed the maximum amounts (200% of target) will be earned: Peter Vanacker - $12,586,300;
Michael McMurray - $4,026,506; Torkel Rhenman - $2,837,771; Kimberly Foley - $2,749,012; Jeffrey Kaplan - $2,629,192.
(3)
LyondellBasell
2025 Proxy Statement
62
Name
Matching 401(k)
Contributions
($)
Matching Deferral
Plan Contributions
($)
Personal Use
of Aircraft
($)
Other
($)
Total
($)
Peter Vanacker
20,700
121,550
239,104
18,374
399,728
Michael McMurray
20,700
58,004
—
41,983
120,687
Torkel Rhenman
20,700
50,050
—
13,852
84,602
Kimberly Foley
20,700
45,904
—
20,207
86,811
Jeffrey Kaplan
20,700
45,817
—
35,226
101,743
No stock options were granted in 2024. For 2023 and earlier, stock options were granted under the LTIP, and annual awards were made at the first
regularly scheduled C&TD Committee meeting of the applicable calendar year. The stock options vest ratably over a three‑year period beginning with the
first anniversary of the date of grant and expire after ten years, except in the case of Mr. McMurray, whose outstanding and unexercised stock options will
be exercisable for a period until the earlier of (i) the original expiration date or (ii) March 1, 2031. The amounts shown are the fair values of the stock options
on the date of grant, in accordance with ASC 718. The fair values of stock options were calculated using the Black‑Scholes option‑pricing model. We use
the Black‑Scholes formula to calculate an assumed value of the options for compensation expense purposes; because the formula uses assumptions, the
fair values calculated are not necessarily indicative of the actual values of the stock options.
(4)
Amounts of Non‑Equity Incentive Plan Compensation in 2024 include the annual bonuses paid out in March 2025 for performance during 2024.
(5)
Amounts include changes during 2024 in the actuarial present values of benefits under the LyondellBasell Retirement Plan. The changes are calculated
based on the difference between the total benefit actuarially reduced from age 65 to current age and the present value of the benefits under the plan. See
the “Pension Benefits” table on page 69 for more information.
(6)
Amounts included in “All Other Compensation” for 2024 in the table above include the following (amounts in dollars):
(7)
(a)
(b)
(c)
(d)
Includes Company matching contributions to each NEO’s 401(k).
(a)
Includes Company contributions under the Company’s U.S. Senior Management Deferral Plan. See the “Non‑Qualified Deferred Compensation in 2024”
table on page 70 for more information.
(b)
Represents the approximate incremental cost to the Company for the personal use of Company aircraft by the NEO’s spouse or personal guest in 2024
or the payment or reimbursement of commercial spouse travel related to business trips, as well as reimbursement of additional income tax incurred by
the NEO when the cost of such travel is imputed as income. Approximate incremental cost for travel on Company aircraft has been determined based
on the total trip charge for each flight segment divided by the total number of passengers traveling on that segment.
(c)
Includes executive physicals; payment of professional fees for tax filings; financial planning allowances; and business club memberships and dues.
None of these amounts individually exceeded the greater of $25,000 or 10% of the total amount of other compensation for the NEO in 2024.
(d)
LyondellBasell
2025 Proxy Statement
63
Grants of Plan‑Based Awards
Name
Grant
Date
Estimated Possible
Payouts Under
Non‑Equity
Incentive Plan Awards
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
Grant Date
Fair Value
of Stock
Awards
($)
Target
($)
Max.
($)
Target
(#)
Max.
(#)
Peter Vanacker
2/22/2024
2,465,000
4,930,000
—
—
—
—
2/22/2024
—
—
69,328
138,656
—
8,043,435
2/22/2024
—
—
—
—
46,219
4,542,865
Michael McMurray
2/22/2024
835,763
1,671,525
—
—
—
—
2/22/2024
—
—
22,179
44,358
—
2,573,190
2/22/2024
—
—
—
—
14,786
1,453,316
Torkel Rhenman
2/22/2024
800,000
1,600,000
—
—
—
—
2/22/2024
—
—
15,631
31,262
—
1,813,491
2/22/2024
—
—
—
—
10,421
1,024,280
Kimberly Foley
2/22/2024
775,000
1,550,000
—
—
—
—
2/22/2024
—
—
15,142
30,284
—
1,756,775
2/22/2024
—
—
—
—
10,095
992,238
Jeffrey Kaplan
2/22/2024
689,310
1,378,620
—
—
—
—
2/22/2024
—
—
14,482
28,964
—
1,680,202
2/22/2024
—
—
—
—
9,655
948,990
(1)
(2)
(3)
(4)
(5)
The grant date of February 22, 2024 is the date of the first regularly‑scheduled Board meeting that follows the first regularly‑scheduled C&TD Committee
meeting of the calendar year when annual grants are made.
(1)
The awards shown are the estimated possible payouts of the NEOs’ annual bonus payments for performance in 2024. Actual bonus (STI) payments for 2024
are shown in the Summary Compensation Table under the column “Non‑Equity Incentive Plan Compensation.” The NEOs’ target bonuses are a percentage
of base salary. The maximum shown in the table is the maximum amount that can be earned under the terms of the STI plan, which is 200% of target. Each
performance measure is assessed and weighted, and payments can range from 0 — 200% of target.
(2)
These awards represent PSUs granted in 2024, which are earned over a three‑year performance period ending December 31, 2026, with payouts, if any, in
the first quarter of 2027. The performance criterion for the PSUs is assessed, and payments can range from 0 — 200% of the target award, which is settled
in shares. These awards accrue dividend equivalents during the performance period in the form of additional units.
(3)
These awards represent RSUs awarded on February 22, 2024, which will vest ratably over a three‑year period beginning on the grant date. RSU holders are
entitled to receive cash dividend equivalents.
(4)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards
upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(5)
LyondellBasell
2025 Proxy Statement
64
Outstanding Equity Awards at
December 31, 2024
Name
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
Market Value
of Shares or
Units of Stock
That Have
Not
Vested
($)
Equity Incentive Plan
Awards
Number of
Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
($)
Peter Vanacker
64,128
32,063
101.51
5/23/2032
97,562
7,245,930
125,750
9,339,453
35,711
71,418
94.65
2/23/2033
—
—
—
—
Michael McMurray
103,306
—
92.17
11/5/2029
30,742
2,283,208
39,619
2,942,503
36,461
—
99.21
2/25/2031
—
—
—
—
19,075
9,537
89.26
3/1/2031
—
—
—
—
11,039
22,074
94.65
3/1/2031
—
—
—
—
Torkel Rhenman
10,666
—
80.68
7/15/2029
22,752
1,689,791
28,352
2,105,703
38,402
—
78.15
2/20/2030
—
—
—
—
30,707
—
99.21
2/25/2031
—
—
—
—
15,737
7,868
89.26
2/24/2032
—
—
—
—
8,051
16,102
94.65
2/23/2033
—
—
—
—
Kimberly Foley
2,433
—
103.89
2/21/2028
18,735
1,391,448
26,273
1,951,296
1,707
—
78.15
2/20/2030
—
—
—
—
434
—
57.32
8/1/2030
—
—
—
—
7,540
—
99.21
2/25/2031
—
—
—
—
5,781
2,890
89.26
2/24/2032
—
—
—
—
2,221
1,110
77.80
10/15/2032
—
—
—
—
7,046
14,088
94.65
2/23/2033
—
—
—
—
Jeffrey Kaplan
2,857
—
96.59
5/7/2025
20,369
1,512,806
25,490
1,893,142
14,304
—
87.49
2/16/2027
—
—
—
—
16,396
—
103.89
2/21/2028
—
—
—
—
25,948
—
99.21
2/25/2031
—
—
—
—
13,734
6,866
89.26
2/24/2032
—
—
—
—
6,968
13,932
94.65
2/23/2033
—
—
—
—
(1)
(2)
(3)
(4)
(3)
LyondellBasell
2025 Proxy Statement
65
Name
Total Unvested
Stock Options
Exercise Price
($)
2025 Vesting Details
2026 Vesting Details
Peter Vanacker
32,063
101.51
32,063 vesting on
May 23, 2025
71,418
94.65
35,709 vesting on
February 23, 2025
35,709 vesting on
February 23, 2026
Michael McMurray
9,537
89.26
9,537 vesting on
February 24, 2025
22,074
94.65
11,037 vesting on
February 23, 2025
11,037 vesting on
February 23, 2026
Torkel Rhenman
7,868
89.26
7,868 vesting on
February 24, 2025
16,102
94.65
8,051 vesting on
February 23, 2025
8,051 vesting on
February 23, 2026
Kimberly Foley
2,890
89.26
2,890 vesting on
February 24, 2025
1,110
77.80
1,110 vesting on
October 15, 2025
14,088
94.65
7,044 vesting on
February 23, 2025
7,044 vesting on
February 23, 2026
Jeffrey Kaplan
6,866
89.26
6,866 vesting on
February 24, 2025
13,932
94.65
6,966 vesting on
February 23, 2025
6,966 vesting on
February 23, 2026
No stock options were granted in 2024. The vesting schedules of the unexercisable stock options are shown below:
(1)
(a)
(b)
The exercise price of all options is equal to the fair market value on the date of grant. The fair market value of all outstanding vested and unvested stock
options as of June 13, 2022 was adjusted as a result of the special dividend paid in 2022. All stock options included in the table vest in three increments
over a three‑year period beginning on the first anniversary of the date of grant and expire ten years after the date of grant, except in the case of Mr.
McMurray, whose outstanding and unexercised stock options will be exercisable for a period until the earlier of (i) the original expiration date or (ii)
March 1, 2031.
(a)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards
upon retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(b)
LyondellBasell
2025 Proxy Statement
66
Name
Total Unvested RSUs
Vesting Schedule
Peter Vanacker
97,562
23,132 vesting on 5/23/2025
28,211 vesting on 2/23/2026
15,407 vesting on 2/22/2025
15,406 vesting on 2/22/2026
15,406 vesting on 2/22/2027
Michael McMurray
30,742
7,236 vesting on 2/24/2025
8,720 vesting on 2/23/2026
4,930 vesting on 2/22/2025
4,928 vesting on 2/22/2026
4,928 vesting on 2/22/2027
Torkel Rhenman
22,752
5,970 vesting on 2/24/2025
6,361 vesting on 2/23/2026
3,475 vesting on 2/22/2025
3,473 vesting on 2/22/2026
3,473 vesting on 2/22/2027
Kimberly Foley
18,735
2,193 vesting on 2/24/2025
881 vesting on 10/15/2025
5,566 vesting on 2/23/2026
3,365 vesting on 2/22/2025
3,365 vesting on 2/22/2026
3,365 vesting on 2/22/2027
Jeffrey Kaplan
20,369
5,210 vesting on 2/24/2025
5,504 vesting on 2/23/2026
3,219 vesting on 2/22/2025
3,218 vesting on 2/22/2026
3,218 vesting on 2/22/2027
Includes RSUs for each of the NEOs, the vesting schedules for which are shown below:
(2)
(a)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon
retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(a)
Dollar values are based on the closing price of $74.27 of the Company’s shares on the NYSE on December 31, 2024.
(3)
LyondellBasell
2025 Proxy Statement
67
Name
PSUs with Three‑Year Performance
Period Ending December 31,
2025
2026
Peter Vanacker
56,422
69,328
Michael McMurray
17,440
22,179
Torkel Rhenman
12,721
15,631
Kimberly Foley
11,131
15,142
Jeffrey Kaplan
11,008
14,482
Includes PSUs granted in 2023 and 2024 with three‑year performance periods ending December 31, 2025 and December 31, 2026, respectively. We have
included the target number of PSUs, although payouts on PSUs are made after the Company’s financial results for the performance period are reported and
the C&TD Committee determines achievement of performance goals and corresponding vesting, typically in mid to late February of the following year. The
PSUs for the 2022‑2024 performance period are not included in the table as they are considered earned as of December 31, 2024 for proxy disclosure
purposes; those PSUs paid out at 79% and are included in the “Option Exercises and Stock Vested” table below. The PSUs in the table above include:
(4)
(a)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s outstanding equity awards upon
retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(a)
LyondellBasell
2025 Proxy Statement
68
Option Exercises and Stock Vested
Name
Option Awards
Stock Awards
Number of
Shares
Acquired on
Exercise
Value
Realized on
Exercise
($)
Number of
Shares Acquired
on Vesting
Value
Realized on
Vesting
($)
Peter Vanacker
—
—
56,530
4,533,367
Michael McMurray
16,940
384,358
21,510
1,800,091
Torkel Rhenman
—
—
17,866
1,496,995
Kimberly Foley
—
—
7,457
601,536
Jeffrey Kaplan
—
—
15,429
1,290,278
Name
RSUs Vested in 2024
PSUs Earned for
Performance Period
Ending December 31, 2024
Peter Vanacker
10,640
45,890
Michael McMurray
6,980
14,530
Torkel Rhenman
5,878
11,988
Kimberly Foley
1,444
6,013
Jeffrey Kaplan
4,967
10,462
(2)
(1)
The value realized on option exercise represents the difference between the option exercise price and the market price of the LYB shares when exercised.
(1)
Includes RSUs that vested in 2024 and PSUs granted in 2022 with a performance period ended December 31, 2024. The C&TD Committee reviewed the
achievement of performance goals for the PSUs granted in 2022, with a performance period ended December 31, 2024 in February 2025 and determined
that 79% payout was earned. The number of shares acquired on vesting for both RSUs and PSUs is the gross number of shares for all NEOs, although we
withhold shares in payment of minimum statutory withholding taxes when the awards vest. The value realized for RSUs is the number of gross shares
vested multiplied by the market price on the date the restrictions lapsed. The value realized for PSUs is the number of gross shares vested multiplied by the
market price on the date the C&TD Committee determined the earned percentage of shares for the PSUs. The table below shows the gross number of
shares that vested under RSUs and PSUs for each of the NEOs in 2024.
(2)
LyondellBasell
2025 Proxy Statement
69
Pension Benefits
Name
Plan Name
Number of Years
Credited Service
Present Value of
Accumulated Benefit
($)
Payments During Last
Fiscal Year
($)
Peter Vanacker
LyondellBasell Pension Plan
3
48,862
—
Michael McMurray
LyondellBasell Pension Plan
5
85,967
—
Torkel Rhenman
LyondellBasell Pension Plan
5
97,298
—
Kimberly Foley
LyondellBasell Pension Plan
27
630,195
—
Jeffrey Kaplan
LyondellBasell Pension Plan
15
239,043
—
The LyondellBasell Retirement Plan is a U.S. qualified defined benefit pension plan that provides pension benefits under a cash
balance formula that defines participants’ accrued benefits in terms of a notional cash account balance. Eligible employees
become participants immediately upon employment and are fully vested upon the earliest of (i) three years of service, (ii)
death, or (iii) reaching age 65. The notional account balance for each participant comprises a pay credit of 5% and interest
credits, each of which are accumulated at the end of each quarter. Pay credits are based on quarterly base pay, as limited by
the Internal Revenue Code, and interest credits are based on the 5th, 4th, and 3rd monthly‑determined 30‑year treasury rates
before the start of that quarter. Benefits under the plan are payable upon separation from the Company.
(1)
(1)
(2)
The amounts shown in the table are the actuarial present value of each participant’s accumulated benefits as of December 31, 2024, calculated on the same
basis as used in Note 14 to our Consolidated Financial Statements in the 2024 Annual Report, with the exception that each participant was assumed to continue
to be actively employed by us until age 65 (earliest unreduced retirement age) and immediately commence his benefit at that time.
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025. For a description of the treatment of Mr. McMurray’s pension benefits upon
retirement, please see “Potential Payments Upon Termination or Change in Control” on page 71.
(2)
LyondellBasell
2025 Proxy Statement
70
Non‑Qualified Deferred Compensation in 2024
Name
Executive
Contributions in
Last Fiscal Year
($)
Registrant
Contributions in
Last Fiscal Year
($)
Aggregate
Earnings in Last
Fiscal Year
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at Last
Fiscal Year End
($)
Peter Vanacker
145,000
121,550
21,526
—
476,529
Michael McMurray
—
58,004
129,230
—
703,009
Torkel Rhenman
—
50,050
41,875
—
335,252
Kimberly Foley
—
45,904
10,154
—
165,798
Jeffrey Kaplan
—
45,817
48,671
—
531,073
(1)
(1)(2)
(3)
(4)
(5)
The Company maintains a U.S. Senior Management Deferral Plan that allows executives to defer up to 50% of their base salary and up to 100% of their
annual bonus and equity grants (“eligible pay”) for payment at a future date. Funds deferred under this plan are allocated into notional accounts that mirror
selected investment funds in our 401(k) plans, though the deferred funds are not actually invested and the Company may use separate assets to fund
the benefit.
(1)
Company contributions to the executives’ Deferral Plan accounts are included in “All Other Compensation,” but not “Salary,” in the Summary Compensation Table.
The Deferral Plan provides for Company contributions for that portion of pay that cannot be taken into account for matching contributions or accruals under the
Company’s 401(k) plan and defined benefit pension plan due to IRS limits. The eligibility for Company contributions begins in the Deferral Plan once the employee’s
salary has reached the IRS limits for those plans; actual contributions by the Company are made as of February 15 of the next calendar year. The Company’s
contribution occurs regardless of whether the employee has contributed any amounts under the Deferral Plan or 401(k) plan. Eligible employees must be employed
as of February 15 in order to receive the Company contribution.
(2)
Earnings on these accounts are not included in any other amounts in the tables included in this proxy statement, as the amounts of the NEOs’ earnings
represent the general market gains on investments and are not amounts or rates set by the Company for the benefit of the NEOs.
(3)
Accounts are distributed as either a lump sum payment or in annual installments upon termination of employment. Special circumstances may allow for a
modified distribution in the event of the employee's death, an unforeseen emergency, or upon a change‑in‑control of the Company. In the event of death,
distribution will be made to the designated beneficiary in the form previously elected by the executive. In the event of an unforeseen emergency, the plan
administrator may allow an early payment in the amount required to satisfy the emergency. All participants are immediately 100% vested in all of their
contributions, Company contributions, and gains and/or losses related to their notional investment choices.
(4)
The balance as of the last year includes the Company contributions made in respect of the NEOs’ 2024 earnings, although amounts were not credited to the
accounts for continuing NEOs until February 2025. The balance also includes contributions made by the employee as explained in footnote 1 above.
(5)
LyondellBasell
2025 Proxy Statement
71
Potential Payments Upon Termination or
Change in Control
Our NEOs participate in our Executive Severance Program, which provides for severance payments in certain events of
termination of employment, provided the executive executes a release in favor of the Company. Under the terms of the
Company's Executive Severance Plan, in the event of a termination by an NEO for Good Reason or by the Company without
Cause, such NEO will receive a lump sum payment equal to (1) the sum of the NEO’s base salary and target annual bonus
amount for the preceding year (except the CEO, who will receive two times such sum), plus (2) an amount equal to the cost
of 18 months of continuation coverage premiums for medical coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, at the subsidized rates that active employees pay to effectuate similar coverage in
effect on the termination date. In the event that an NEO experiences a qualified terminated within two years of a change of
control, the NEO will receive a one‑time payment equal to two times the sum of his base salary plus target annual bonus
(except the CEO, who will receive three times such sum). In each case, such NEO will also continue to receive subsidized
coverage at active employee rates under the Company’s life insurance plan for 18 months following the date of termination,
if permissible, and will receive outplacement assistance with a provider designated by the Company.
Under the terms of the Company’s STI program, all NEOs will receive pro rata annual bonus payments in the event of
termination of employment due to death or disability or termination without Cause, payable following certification of
payout under the STI program the following year. Additionally, under the terms of our LTIP and equity award agreements,
our NEOs will receive accelerated or pro‑rated vesting of their equity awards upon a qualified termination within one year of
the change in control. The Company believes that this “double trigger” is appropriate because it ensures our executives do
not have conflicts in the event of a change in control and also avoids windfalls for any employees whose employment with
the Company or its successors continues following such an event. The treatment of the equity awards for the NEOs is the
same as for all other employees who receive equity awards.
A summary of the treatment of equity awards granted through December 31, 2024 in different scenarios under the terms of our
LTIP and the award agreements is provided below. “Cause” and “Good Reason” are defined in the Company’s Executive
Severance Plan as follows:
“Cause” means (i) the executive’s continued failure (except where due to physical or mental incapacity) to substantially
perform his or her duties; (ii) the executive’s intentional misconduct or gross neglect in the performance of his or her duties;
(iii) the executive’s conviction of, or plea of guilty or nolo contendere to, a felony; (iv) the commission by the executive of an
act of fraud or embezzlement against the Company or any affiliate; (v) the executive’s breach of fiduciary duty, (vi) an
executive’s violation of the Company’s Code of Conduct or (vii) the executive’s willful breach of any material provision of any
employment or other written agreement between the executive and the Company or an affiliate (as determined in good
faith by the C&TD Committee) which is not remedied within 15 days after written notice is received from the Company or
affiliate specifying the breach. Any determination of whether Cause exists shall be made by the C&TD Committee in its
sole discretion.
“Good Reason” means the occurrence, without the Participant’s express written consent, of (i) a material diminution in the
executive’s duties, responsibilities or authority; (ii) any material diminution of the executive’s Base Salary; or (iii) the
involuntary relocation of the executive’s principal place of employment by more than 50 miles from the executive’s principal
place of employment immediately prior to such relocation. Any assertion by an executive of a termination of employment
for “Good Reason” will not be effective unless certain conditions regarding notice and cure are satisfied.
LyondellBasell
2025 Proxy Statement
72
Termination of Employment for Cause by the Company or without Good Reason by the Executive
Termination of Employment without Cause by the Company
Termination of Employment with Good Reason by the Executive
Termination of Employment without Cause by the Company or with Good Reason by the Executive within 12 Months
of a Change in Control
Retirement
Death or Disability
All unvested awards are forfeited. In the event of termination for Cause by the Company, unexercised stock options are
also forfeited. In the event of resignation without Good Reason by the executive, previously vested but unexercised
options may be exercised for 90 days after termination of employment.
•
Stock options, RSUs, and PSUs vest pro rata.
•
Stock options: Stock options provide for vesting in equal installments on the first three anniversaries of the grant date. In
the event of termination without Cause, pro‑ration is determined for each unvested installment separately based on the
number of months worked from the date of grant until termination divided by the number of months from the date of
grant until the original vesting date for that installment. The options may be exercised for 90 days after termination
of employment.
•
RSUs: RSUs provide for vesting in equal installments on the first three anniversaries of the grant date. In the event of
termination without Cause, pro‑ration is determined for each unvested installment separately based on the number of
months worked from the date of grant until termination divided by the number of months from the date of grant until the
original vesting date for that installment.
•
PSUs: Pro‑ration is determined based on the number of months worked from the beginning of the relevant performance
period until termination divided by the number of months in the performance period. The number of units earned under
the PSUs is based on performance over the applicable three‑year performance period as determined by the C&TD
Committee in the first quarter after the end of the performance period and can range from 0 to 200% of target.
•
All unvested awards are forfeited and previously vested options may be exercised for 90 days after termination
of employment.
•
Stock options and RSUs: All stock options and RSUs are immediately vested. Stock options remain exercisable for
90 days.
•
PSUs: PSUs vest pro rata based on the number of months worked from the beginning of the performance period until
termination divided by the number of months in the performance period. The number of units earned under the PSUs is based on
the C&TD Committee’s determination of performance results as of the last quarter prior to the change in control.
•
Under the Company’s award agreements, “Retirement” means an executive’s termination of service (i) on or after age 55
with 7 years of service for Mr. Vanacker, (ii) on or after age 65 for Mr. Rhenman, (iii) on or after age 55 with 6 years of
service for Mr. McMurray with regard to his LTI awards granted in 2024 and 2025, or (iv) on or after age 55 with 10 years
of service for all other NEOs. For all NEOs, “Enhanced Retirement” means an executive’s termination of service on or
after age 60 with at least 10 years of service. Ms. Foley and Mr. Kaplan currently meet the requirements for Retirement.
None of our other NEOs currently meet the requirements for Retirement or Enhanced Retirement. Mr. McMurray will meet
the requirements for Retirement in 2026.
•
In the event of Retirement, all awards vest pro rata, based on the same calculations as in the case of a termination
without Cause. Stock options remain exercisable for five years or their original term, whichever is shorter. In the event of
Enhanced Retirement, all awards vest in full on their original vesting schedule. The Company's award agreements provide
that an executive who meets the requirements for Enhanced Retirement will be subject to non‑competition,
non‑solicitation, and other restrictive covenants for two years following his or her retirement, and executives who meet
the requirements for Retirement will also be subject to one‑year restrictive covenants. Stock options remain exercisable
for their original term.
•
Stock Options and RSUs: Stock options and RSUs vest immediately. The stock options remain exercisable for one year.
•
PSUs: PSUs vest pro rata, based on the same calculations as for PSUs in the case of a termination without Cause.
•
LyondellBasell
2025 Proxy Statement
73
Mr. McMurray stepped down from his role as CFO effective March 1, 2025. He will continue in an advisory role at the
Company from March 1, 2025 until full retirement on March 1, 2026 (the “Retirement Date”). In connection with Mr.
McMurray’s role change, the Company and Mr. McMurray have entered into a letter agreement setting forth certain
compensation terms, including continuation of his current base salary and continued eligibility to participate in the
Company’s compensation and benefit plans and programs for similarly situated executives through the Retirement Date. Mr.
McMurray will continue to have a target bonus of 95% of his base salary under the Company’s STI Plan, and payment for
2026 STI will be prorated as provided under the STI Plan for Retirement. He will have a 2025 target award of 400% of his
base salary under the Company’s LTI Plan. No LTI awards will be granted in 2026. All of Mr. McMurray’s outstanding equity
awards will be treated in accordance with the terms of the LTI Plan, provided however, that (a) outstanding options
unexercised at the Retirement Date will be exercisable until the earlier of (i) the original termination date or (ii) March 1,
2031, and (b) LTI awards granted in 2024 and 2025 will be eligible for prorated vesting as provided under the LTI Plan for
Retirement upon age 55 with 6 years of service.
In accordance with SEC disclosure requirements, the tables below show, in dollars, the amounts our NEOs could receive in
different circumstances if the termination events occurred as of December 31, 2024. We excluded any amounts for benefits
or payments that are available to all salaried employees of the Company. The amounts shown are not the amounts the NEO
would actually receive in a termination event, but are calculated as described below.
Death or Disability
Accelerated
Option Awards
Accelerated
RSUs
Pro‑rated
PSUs
Cash Severance
Payment
Total
Peter Vanacker
—
$7,245,930
$7,946,073
—
$15,192,003
Michael McMurray
—
$2,283,208
$2,487,525
—
$4,770,733
Torkel Rhenman
—
$1,689,791
$1,903,615
—
$3,593,406
Kimberly Foley
—
$1,391,449
$1,382,610
—
$2,774,059
Jeffrey Kaplan
—
$1,512,806
$1,677,537
—
$3,190,343
Termination by NEO for Good Reason
Pro‑rated Option
Awards
Pro‑rated
RSUs
Pro‑rated
PSUs
Cash Severance
Payment
Total
Peter Vanacker
—
—
—
$7,830,000
$7,830,000
Michael McMurray
—
—
—
$1,715,513
$1,715,513
Torkel Rhenman
—
—
—
$1,600,000
$1,600,000
Kimberly Foley
—
—
—
$1,550,000
$1,550,000
Jeffrey Kaplan
—
—
—
$1,455,210
$1,455,210
Retirement or Termination without Cause
Pro‑rated
Option Awards
Pro‑rated
RSUs
Pro‑rated
PSUs
Cash Severance
Payment
Total
Peter Vanacker
—
$4,788,855
$7,946,073
$7,830,000
$20,564,928
Michael McMurray
—
$1,551,574
$2,487,525
$1,715,513
$5,754,612
Torkel Rhenman
—
$1,166,558
$1,903,615
$1,600,000
$4,670,173
Kimberly Foley
—
$891,833
$1,382,610
$1,550,000
$3,824,443
Jeffrey Kaplan
—
$1,039,186
$1,677,537
$1,455,210
$4,171,933
(1)
(2)
(3)
(4)
(5)
(1)
(2)
(3)
(4)
(5)
(1)
(2)
(3)
(4)
(5)
LyondellBasell
2025 Proxy Statement
74
Termination without Cause or by NEO for Good Reason within 12 Months of a
Change in Control
Accelerated
Option Awards
Accelerated
RSUs
Pro‑rated
PSUs
Cash Severance
Payment
Total
Peter Vanacker
—
$7,245,930
$7,946,073
$11,745,000
$26,937,003
Michael McMurray
—
$2,283,208
$2,487,525
$3,431,025
$8,201,758
Torkel Rhenman
—
$1,689,791
$1,903,615
$3,200,000
$6,793,406
Kimberly Foley
—
$1,391,449
$1,382,610
$3,100,000
$5,874,059
Jeffrey Kaplan
—
$1,512,806
$1,677,537
$2,910,420
$6,100,763
(1)
(2)
(3)
(4)
(5)
The values for stock options included are calculated based on the number of options that would vest, multiplied by the difference between $74.27, the
market value of our common stock as of December 31, 2024 (determined as the closing price of our common stock on the last preceding trading day), and
the exercise price of the stock option. Amounts actually received by the NEO would depend on the fair market value of our shares after his termination
when the options are exercised.
(1)
The values of the RSUs are based on the number of RSUs that would vest multiplied by the fair market value of our stock on December 31, 2024, which may
be different than the fair market value of our stock upon a termination event.
(2)
PSUs accumulate dividend equivalents that are converted to additional units at the end of the performance period, subject to the same terms and
conditions as the original award. The values of the PSUs are based on the number of units that would vest multiplied by the market value of our stock on
December 31, 2024. The values above assume that the payout is at target, or 100%. The actual payout would be determined by the C&TD Committee after
the performance period or, in the case of termination without Cause or by the NEO for Good Reason within 12 months of a change in control, as of the end
of the last quarter prior to the change in control. Also, although the values are calculated as of December 31, 2024, the shares would not be issued until the
first quarter after the end of the original performance period of the awards.
(3)
Cash Severance Payment includes target bonus payment under the 2024 STI program. Cash severance is not payable in the event of Death or Disability
and Retirement.
(4)
In addition to the above, each of the NEOs would receive a lump sum payment of approximately $35,000 for the cost of eighteen months of continuation
coverage premiums for medical coverage for himself and his dependents in any termination event other than death and disability. All NEOs would also
receive Company‑provided outplacement services for 12 months.
(5)
LyondellBasell
2025 Proxy Statement
75
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 about the number of shares to be issued upon vesting or
exercise of equity awards and the number of shares remaining available for issuance under our equity compensation plans.
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants, and Rights
Weighted‑Average Exercise
Price of Outstanding Options,
Warrants, and Rights
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
Equity compensation plans
approved by security holders
5,628,128
$
91.40
8,630,678
Equity compensation plans not
approved by security holders
—
—
—
TOTAL
5,628,128
$
91.40
8,630,678
(2)(3)
(4)
(5)
(1)
Includes the LyondellBasell Industries Long Term Incentive Plan, as amended and restated (the “LTIP”), and the LyondellBasell Global Employee
Stock Purchase Plan, as amended and restated (the “ESPP”).
(1)
Includes 1,943,010 shares that may be issued pursuant to outstanding stock options and 1,418,214 shares that may be issued pursuant to outstanding RSUs.
Additionally, 1,133,452 PSUs were outstanding as of December 31, 2024, including accrued dividend equivalents. The C&TD Committee determines the
actual number of shares the recipient receives at the end of a three‑year performance period which may range from 0 to 200% of the target number of
shares. Because up to 200% of the target number of shares may ultimately be issued, we have included an aggregate of 2,266,904 shares, the maximum
possible payout under the PSUs, as the number that may be issued.
(2)
Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity compensation for accounting purposes.
However, the number of shares to be purchased is indeterminable until the time shares are actually issued, as automatic employee contributions may be
terminated before the end of an offering period and, due to the pricing feature, the purchase price and corresponding number of shares to be purchased
is unknown.
(3)
Includes only the weighted‑average exercise price of the outstanding stock options. Does not include RSUs or PSUs, as those awards have no exercise
price associated with them. Also excludes purchase rights under the ESPP for the reasons described in note (3) above.
(4)
The shares remaining available as of December 31, 2024 include 6,245,410 shares under the LTIP and 2,385,268 shares under the ESPP.
(5)
LyondellBasell
2025 Proxy Statement
76
CEO Pay Ratio
Pursuant to SEC rules, we are required to provide the following information with respect to fiscal 2024:
For fiscal year 2024, we used the same global median employee as for 2023, who was selected as an employee with
substantially similar compensation to the (since departed) 2022 global median employee. We calculated 2024 total
compensation for the selected employee using the same methodology used for our NEOs, as set forth in the Summary
Compensation Table.
The global median employee for fiscal year 2022 was identified by examining the 2022 total compensation for all regular
full- and part‑time employees who were actively employed by the Company on December 31, 2022 and students and interns
who were hired for partial periods during 2022. For these employees, annual compensation was calculated using the
following methodology and guidelines:
In accordance with SEC rules, we will select a new global median employee for 2025, using methodology and guidelines
consistent with those described above.
The annual total compensation of the global median employee of our company (other than Mr. Vanacker, our CEO),
was $111,898;
•
The annual total compensation of Mr. Vanacker, our CEO, was $17,018,464; and
•
Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of the
global median employee is 152 to 1.
•
To find the annual total compensation of all of our employees (other than our CEO), we considered all gross and net
components of compensation (including short- and long‑term incentives) received by each employee and documented
in the year‑end payroll records for 2024.
•
Compensation for full- and part‑time employees hired during 2024 and still active as of December 31, 2024 was
annualized. Compensation for all students and interns hired for partial periods during 2024 was not annualized.
•
Annual compensation for expatriate employees and employees involved in permanent cross‑border transfers during
2024 was calculated using all relevant country payroll records.
•
LyondellBasell
2025 Proxy Statement
77
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd‑Frank Wall Street Reform and Consumer Protection Act
of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”)
and non‑PEO NEOs and Company performance for fiscal years listed below. The C&TD Committee did not consider the pay
versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Year
Summary
Compen-
sation Table
Total for
Bhavesh
Patel
($)
Compen-
sation
Actually paid
to Bhavesh
Patel
($)
Summary
Compen-
sation Table
Total for
Kenneth
Lane
($)
Compen-
sation
Actually Paid
to Kenneth
Lane
($)
Summary
Compen-
sation Table
Total for
Peter
Vanacker
($)
Compen-
sation
Actually Paid
to Peter
Vanacker
($)
Average
Summary
Compen-
sation Table
Total for
Non‑PEO
NEOs
($)
Average
Compen-
sation
Actually Paid
to Non‑PEO
NEOs
($)
Value of Initial
Fixed $100
Investment
Based On:
Net
Income
($MM)
EBITDA
($MM)
TSR
($)
Peer
Group
TSR
($)
2024
—
—
—
—
17,018,464
6,514,999
4,876,838
2,986,341 106.51 146.15
1,367
3,456
2023
—
—
—
—
16,546,194
21,206,198
5,168,076
7,754,168 128.90 146.45
2,121
4,509
2022
—
—
8,798,076
9,046,842
17,018,989
14,863,867
5,818,984
6,400,521 106.81 131.89
3,889
6,301
2021
19,011,033
1,514,901
—
—
—
—
4,615,231
4,648,678 107.73 148.63
5,617
8,689
2020
15,570,513
16,833,907
—
—
—
—
3,288,167
3,043,798 102.57 118.05
1,427
3,285
Vanacker ($)
Average Non‑PEO NEOs ($)
Total Compensation from Summary Compensation Table
17,018,464
4,876,838
Adjustments for Pension
Adjustment for Summary Compensation Table Pension
(18,836)
(37,906)
Amount added for current year service cost
15,109
17,833
Amount added for prior service cost impacting current year
—
—
TOTAL ADJUSTMENTS FOR PENSION
(3,727)
(20,074)
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table
(12,586,300)
(3,060,620)
Year‑end fair value of unvested awards granted in the current year
9,365,914
2,276,275
Year‑over‑year difference of year‑end fair values for unvested awards granted in prior years
(7,334,035)
(1,728,829)
Fair values at vest date for awards granted and vested in current year
—
—
Difference in fair values between prior year end fair values and vest date fair values for awards granted in
prior years
54,683
642,751
Forfeitures during current year equal to prior year‑end fair value
—
—
Dividends or dividend equivalents not otherwise included in the total compensation
—
—
TOTAL ADJUSTMENTS FOR EQUITY AWARDS
(10,499,739)
(1,870,423)
Compensation Actually Paid (as calculated)
6,514,999
2,986,341
(1)
(1)(2)
(1)
(1)(2)
(1)
(1)(2)
(1)
(1)(2)
(3)
(4)
Bhavesh Patel was our PEO from January 1, 2020 to December 31, 2021. Kenneth Lane (who served as Interim CEO) was our PEO from January 1, 2022 to
May 22, 2022. Peter Vanacker is our PEO since May 23, 2022. The Non‑PEO NEOs for whom the average compensation is presented in this table are:
(1)
for 2024: Michael McMurray, Torkel Rhenman, Kimberly Foley, and Jeffrey Kaplan;
(a)
for 2023: Michael McMurray, Kenneth Lane, Torkel Rhenman, and Jim Guilfoyle;
(b)
for 2022: Michael McMurray, Torkel Rhenman, Jeffrey Kaplan, and Jim Guilfoyle;
(c)
for 2021: Michael McMurray, Kenneth Lane, Torkel Rhenman, and Jim Guilfoyle; and
(d)
for 2020: Michael McMurray, Kenneth Lane, Torkel Rhenman, Jeffrey Kaplan, and Daniel Coombs.
(e)
The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‑K and do not reflect
compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain
adjustments as described below. Deductions from, and additions to, 2024 total compensation in the Summary Compensation Table to calculate
Compensation Actually Paid consist of:
(2)
LyondellBasell
2025 Proxy Statement
78
Relationship Between PEO and Non‑PEO NEO Compensation
Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of
Compensation Actually Paid to our non‑PEO NEOs, and the Company’s cumulative TSR over the five most recently
completed fiscal years for the Company and the S&P 500 Chemicals Index TSR.
PEO and Average Non‑PEO NEO Compensation Actually Paid Versus
LyondellBasell Industries N.V. TSR and S&P 500 Chemicals Index TSR
Compensation Actually Paid ($ Millions)
Company TSR (FYE 2019 Indexed to $100)
$0
$5
$10
$15
$20
$175
$150
$100
$75
$125
$50
$25
$0
$25
Fiscal Year
Bhavesh Patel Compensation Actually Paid
Kenneth Lane Compensation Actually Paid
Peter Vanacker Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
LyondellBasell Industries N.V. TSR
2019
2020
2021
2022
2024
2023
S&p 500 Chemicals Index TSR
100.00
102.57
107.73
106.81
131.89
148.63
118.05
100.00
16.8 3.0
4.6
14.9 6.4
21.2 7.8
6.5
3.0
1.5
128.90
106.51
146.15
146.45
9.0
Relationship Between PEO and Non‑PEO NEO Compensation
Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of
Compensation Actually Paid to our non‑PEO NEOs, and the Company’s Net Income during the five most recently completed
fiscal years.
PEO and Average Non‑PEO NEO Compensation Actually Paid Versus LyondellBasell Industries N.V. Net Income
Compensation Actually Paid ($ Millions)
Net Income ($ Millions)
$6,000
$4,000
$3,000
$2,000
$1,000
$0
$5,000
$0
$10
$5
$15
$20
$25
Bhavesh Patel Compensation Actually Paid
Kenneth Lane Compensation Actually Paid
Peter Vanacker Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
LyondellBasell Industries N.V. Net Income
Fiscal Year
2020
2021
2024
2023
2022
1,427
3,889
16.8 3.0
4.6
14.9 6.4
21.2 7.8
6.5
3.0
1.5
5,617
2,121
1,367
9.0
The Peer Group TSR set forth in this table utilizes the S&P 500 Chemicals Index, which we also utilize in the stock performance graph required by Item
201(e) of Regulation S‑K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested, for the period
starting December 31, 2019 through the end of the listed year, in the Company and in the S&P 500 Chemicals Index, respectively. Historical stock
performance is not necessarily indicative of future stock performance.
(3)
We determined EBITDA, which is a non‑GAAP financial measure, to be the most important financial performance measure used to link Company
performance to Compensation Actually Paid to our PEO and Non PEO NEOs in 2020 through 2024. EBITDA is a non‑GAAP financial measure. More
information on EBITDA can be found in Appendix A to this proxy statement. We may determine a different financial performance measure to be the most
important financial performance measure in future years.
(4)
LyondellBasell
2025 Proxy Statement
79
Relationship Between PEO and Non‑PEO NEO Compensation
Actually Paid and EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of
Compensation Actually Paid to our non‑PEO NEOs, and our EBITDA during the five most recently completed fiscal years.
PEO and Average Non‑PEO Compensation Actually Paid Versus LyondellBasell Industries N.V. EBITDA
Compensation Actually Paid ($ Millions)
EBITDA
$0
$5
$10
$15
$20
$10,000
$9,000
$8,000
$7,000
$6,000
$4,000
$3,000
$2,000
$1,000
$0
$5,000
$25
Fiscal Year
Bhavesh Patel Compensation Actually Paid
Kenneth Lane Compensation Actually Paid
Peter Vanacker Compensation Actually Paid
Average Non-PEO NEO Compensation Actually Paid
EBITDA
2020
2021
2022
2024
2023
8,689
6,301
4,509
3,456
3,285
16.8 3.0
4.6
14.9 6.4
21.2 7.8
6.5
3.0
1.5
9.0
Tabular List of Most Important Financial and Non‑Financial
Performance Measures
The following table presents the financial and non‑financial performance measures that the Company considers to have
been the most important in linking Compensation Actually Paid to our PEO and Non‑PEO NEOs for 2024 to Company
performance. The measures in this table are not ranked.
(in alphabetical order)
EBITDA
Free Cash Flow per Share
Safety
Sustainability
Value Creation
LyondellBasell
2025 Proxy Statement
80
Item 7
Authorization to Conduct
Share Repurchases
The Board recommends that you vote FOR the proposal to grant authority to the Board to repurchase up to 10% of our issued
share capital until November 24, 2026.
Under Dutch law and our Articles of Association, shareholder approval is necessary to authorize our Board to repurchase
shares. At the annual general meeting of shareholders held on May 24, 2024, shareholders authorized the Board to repurchase
up to 10% of our issued share capital. As of April 1, 2025, we have repurchased an aggregate of approximately 3.8 million
shares pursuant to this authorization.
Adoption of the current proposal will give us the flexibility to continue to repurchase shares if we believe it is an appropriate
use of our liquidity. The number of shares repurchased, if any, and the timing and manner of any repurchases will be
determined after taking into consideration prevailing market conditions, our available resources, and other factors that
cannot now be predicted.
In order to provide us with sufficient flexibility, we propose that shareholders grant authority to the Board to repurchase up
to 10% of our issued share capital as of the date of the Annual Meeting (or, based on the number of shares issued as of
April 1, 2025, approximately 34,042,250 shares) on the open market, through privately negotiated repurchases, in
self‑tender offers, or through accelerated repurchase arrangements, at prices ranging from the nominal value of our shares
up to 110% of the market price for our shares; provided that (i) for open market or privately negotiated repurchases, the
market price shall be the price for our shares on the NYSE at the time of the transaction; (ii) for self‑tender offers, the market
price shall be the volume weighted average price (“VWAP”) for our shares on the NYSE during a period, determined by the
Board, of no less than one and no greater than five consecutive trading days immediately prior to the expiration of the
tender offer; and (iii) for accelerated repurchase arrangements, the market price shall be the VWAP for our shares on
the NYSE over the term of the arrangement. The VWAP for any number of trading days shall be calculated as the arithmetic
average of the daily VWAP on those trading days.
If approved, the authority will extend for 18 months from the date of the Annual Meeting, or until November 23, 2026, and
will replace the current repurchase authorization of the Board which was approved by shareholders at the annual general
meeting on May 24, 2024. Any shares repurchased under this authority may be cancelled pursuant to the authorization to
cancel shares requested under Item 8 below.
LyondellBasell
2025 Proxy Statement
81
Item 8
Cancellation of Shares
The Board recommends that you vote FOR the proposal to cancel all or a portion of the shares in our treasury account.
Under Dutch law and our Articles of Association, shareholder approval is necessary to cancel ordinary shares that are held in
treasury by us, or that may in the future be held in treasury by us as a result of share repurchases. Also under Dutch law, the
number of shares held by us, or our subsidiaries, may not exceed 50% of our issued share capital at any time.
As of April 1, 2025, we held approximately 17,585,050 shares in our treasury account, primarily as the result of share
repurchases. Treasury shares, if not cancelled, may be used for general corporate purposes, including for issuance under
our equity compensation plans.
We are requesting that shareholders approve the cancellation of all or any portion of shares held in our treasury account or
that may be repurchased pursuant to the authority requested under Item 7, above.
If this Item 8 is adopted, the cancellation of treasury shares may be executed in one or more tranches. The number of
treasury shares that will be cancelled, if any, will be determined by the Board. If the Board determines it is appropriate to
cancel our shares, we will follow the procedure set forth under Dutch law to cancel treasury shares from time to time. In
accordance with Dutch statutory provisions, the cancellation of treasury shares will not be effective until two months after
the resolution to cancel treasury shares has been filed with the Dutch Trade Register and announced in a Dutch national
daily newspaper. Once the procedure is complete, the relevant treasury shares will be cancelled.
If this Item 8 is not approved, we will not cancel any treasury shares unless the general meeting of shareholders approves
such cancellation at a later date.
LyondellBasell
2025 Proxy Statement
82
Securities Ownership
Significant Shareholders
The table below shows information for shareholders known to us to beneficially own more than 5% of our shares.
Name and Address
Shares Beneficially Owned
Number
Percentage
Certain affiliates of Access Industries, LLC
40 West 57th Street, 28th Floor, New York, NY 10019
65,285,504
20.2%
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
31,223,387
9.7%
BlackRock, Inc.
50 Hudson Yards, New York, NY 10001
24,051,819
7.4%
Dodge & Cox
555 California Street, 40th Floor, San Francisco, CA 94104
16,965,832
5.3%
(1)
(2)
(3)
(4)
(5)
All percentages are based on 322,837,438 shares outstanding as of April 1, 2025.
(1)
Information is based on a Form 4 filed with the SEC on February 29, 2024. Access Industries is a privately‑held U.S. industrial group which controls directly
or indirectly AI Investments Holdings LLC and certain other entities that are recordholders of our outstanding shares (collectively, the “Access
Recordholders”). Len Blavatnik controls Access Industries and may be deemed to beneficially own the shares held by one or more of the Access
Recordholders. Access Industries and each of its affiliated entities and the officers, partners, members, and managers thereof (including, without
limitation, Mr. Blavatnik), other than the applicable Access Recordholder, disclaim beneficial ownership of any shares owned by the Access Recordholders.
(2)
Information is based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group reporting beneficial ownership of the
Company’s stock as of December 31, 2023. The shareholder reports sole voting power with respect to 0 shares, shared voting power with respect to
334,291 shares, sole dispositive power with respect to 30,072,263 shares, and shared dispositive power with respect to 1,151,124 shares.
(3)
Information is based on a Schedule 13G/A filed with the SEC on February 6, 2024 by BlackRock, Inc. reporting beneficial ownership of the Company’s stock
as of December 31, 2023, on behalf of its direct and indirect subsidiaries including BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC;
BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock
Financial Management, Inc.; iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz
AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock
Asset Management Deutschland AG; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK)
Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd.
The shareholder reports sole voting power with respect to 21,714,243 shares and sole dispositive power with respect to 24,051,819 shares.
(4)
Information is based on a Schedule 13G/A filed with the SEC on February 13, 2025 by Dodge & Cox reporting beneficial ownership of the Company’s stock
as of December 31, 2024. The shareholder reports sole voting power with respect to 16,005,632 shares and sole dispositive power with respect to
16,965,832 shares.
(5)
LyondellBasell
2025 Proxy Statement
83
Beneficial Ownership
Information relating to the beneficial ownership of our shares by each director, director nominee, and executive officer
named in the Summary Compensation Table is included below, as is information with respect to all of these individuals and
all other executive officers of the Company, as a group. Shares are considered to be beneficially owned by a person if he or
she, directly or indirectly, has sole or shared voting or investment power with respect to such shares. In addition, a person is
deemed to beneficially own shares if that person has the right to acquire such shares within 60 days of April 1, 2025. The
individuals set forth in the table below, individually and in the aggregate, beneficially own less than 1% of our outstanding
shares as of April 1, 2025.
Name
Number of
Stock Options
Exercisable Within
60 days
Shares
RSUs
Peter Vanacker
50,081
23,132
167,611
Michael McMurray
76,227
—
190,455
Torkel Rhenman
68,253
—
119,482
Kimberly Foley
35,813
—
37,096
Jeffrey Kaplan
61,568
—
94,039
Jacques Aigrain
25,225
3,234
—
Lincoln Benet
8,704
1,692
—
Robin Buchanan
16,482
1,692
—
Anthony Chase
7,527
1,692
—
Robert Dudley
4,081
1,692
—
Claire Farley
20,293
1,692
—
Rita Griffin
1,510
1,692
—
Michael Hanley
14,336
1,692
—
Virginia Kamsky
3,332
1,692
—
Bridget Karlin
—
1,694
—
Albert Manifold
9,021
1,692
—
ALL DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP
(22 PERSONS)
396,880
43,288
526,051
(1)
(2)
(3)
Represents RSUs (each equivalent to a share of LYB stock) that will vest within 60 days.
(1)
Mr. McMurray retired from his position as CFO effective March 1, 2025.
(2)
Includes shares beneficially owned by executive officers as of the date of this proxy statement who are not individually listed in this table. Mr. McMurray
retired from his position as CFO effective March 1, 2025, and is no longer an executive officer. His ownership is excluded from this amount.
(3)
LyondellBasell
2025 Proxy Statement
84
Related Party Transactions
We have adopted a written Related Party Transaction Approval Policy, which requires the disinterested members of the
Audit Committee to review and approve certain transactions that we may enter into with related parties, including members
of the Board, executive officers, and certain shareholders. The policy applies to any transaction:
Related party relationships are identified and disclosed on an ongoing basis, as well as through responses to annual
questionnaires completed by all directors, director nominees, and executive officers.
The Audit Committee reviews all the relevant facts of each related party transaction, including the nature of the related
person’s interest in the transaction, and determines whether to approve the transaction by considering, among other
factors, (i) whether the terms of the transaction are fair to the Company and on the same basis as those which could be
obtained from non‑related parties, (ii) the business reasons for the Company to enter into the transaction, (iii) whether the
related party transaction would impair the independence of any independent Board member, and (iv) whether the
transaction would present an improper conflict of interest for any director or executive officer of the Company. No director
votes on approval or, unless requested by the Audit Committee, participates in the discussion of a related party transaction
in which he or she has an interest. The Audit Committee also conducts an annual review of all transactions with related
parties, including those that do not meet the thresholds for related party transactions described above.
The following is a description of related party transactions in existence since the beginning of fiscal year 2024.
Access Industries
In 2010, we entered into certain agreements with affiliates of Access Industries, including a registration rights agreement,
which obligates us to register and bear the costs for the resale of equity securities owned by Access Industries or its
affiliates, and a nomination agreement. Pursuant to the nomination agreement, Access Industries has the right to nominate
individuals for appointment to the Board if certain ownership thresholds are met. Access Industries currently owns more
than 18% of our outstanding shares and has nominated Mr. Benet, Mr. Buchanan, and Ms. Kamsky pursuant to the
nomination agreement. The Company entered into these agreements with Access Industries before it became publicly
traded and the Related Party Transaction Approval Policy was adopted. Amendments to the nomination agreement are
approved by disinterested directors.
Calpine Corporation
Calpine Corporation, the owner and operator of power plants across the United States and Canada, supplies power and
steam to the Company’s Houston refinery and is owned by a group of investors, including a minority investment by Access
Industries. The Audit Committee has approved, most recently in October 2020, the Company’s contracts with Calpine,
which were determined to be on terms fair to the Company and more advantageous than those offered by other parties. In
2024, the Company purchased approximately $46.5 million of power, steam, and water from Calpine and sold
approximately $12.7 million of excess gas and raw water to Calpine.
Other Transactions & Relationships
The Board was also made aware of, and considered the fairness of, certain transactions and relationships between the
Company and other organizations where our directors and director nominees have relationships. These transactions and
relationships were also considered in evaluating the independence of our directors and director nominees. In particular,
Mr. Buchanan, Mr. Dudley, Ms. Farley, Ms. Kamsky, and Ms. Karlin each served as directors or advisors of companies with
which LYB had commercial transactions in 2024. Each of these transactions was entered into on an arm’s‑length basis in the
ordinary course of business, and no director initiated or participated in negotiation of the relevant purchases or sales or had
any material interest in, or received any compensation in connection with, these transactions. In each case, the payments
made or received by LYB fell below the greater of $1 million or 2% of the other company’s annual gross revenue.
in the ordinary course of business with an aggregate value of $25 million or more;
•
not in the ordinary course of business, regardless of value; or
•
with a value of $120,000 or more and in which an executive officer or non‑executive director has a direct or indirect
material interest.
•
LyondellBasell
2025 Proxy Statement
85
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common
shares to file initial reports of ownership and reports of changes in ownership of common shares (Forms 3, 4, and 5) with the SEC
and the NYSE. Reporting persons are required by SEC regulation to furnish us with copies of all such forms that they file.
Based on a review of the reports filed, information of the Company, and written representations from reporting persons, we
believe that, during the fiscal year ended December 31, 2024, all of our directors, executive officers, and greater than 10%
shareholders timely filed all reports they were required to file under Section 16(a), except for one report by Mr. Buchanan
that was not timely filed due to an administrative error, reporting a sale of a fractional share made by a third‑party broker
that was not subject to the discretion of the reporting person. A Form 5 reporting this transaction was filed in January 2025
after the missed filing was identified, and there were no short‑swing profits realized by Mr. Buchanan.
LyondellBasell
2025 Proxy Statement
86
Questions and Answers about the
Annual General Meeting
Who is soliciting my vote?
Our Board is soliciting your vote on voting matters submitted for approval at the Company’s 2025 Annual General Meeting
of Shareholders.
Why are these matters being submitted for voting?
In accordance with Dutch law and the rules and regulations of the NYSE and the SEC, we are required to submit certain
items for the approval of our shareholders. Several matters that are within the authority of a company’s board of directors
under most U.S. state corporate laws require shareholder approval under Dutch law. Additionally, in accordance with Dutch
corporate governance guidelines, we provide for the discussion at our Annual Meeting of certain topics that are not subject
to a shareholder vote, including our governance practices and our dividend policy.
The discharge from liability of our directors, the adoption of our 2024 Dutch statutory annual accounts, the appointment of
the auditor for our 2025 Dutch statutory annual accounts, the authorization to repurchase shares, and the cancellation of
shares held in our treasury account are all items that we are required to submit to shareholders due to our incorporation in
the Netherlands.
How does the Board of Directors recommend that I vote
my shares?
The Board of Directors recommends that you vote FOR each of the voting items presented in this proxy statement.
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in
favor of each of the voting items in accordance with the recommendation of the Board of Directors.
Who is entitled to vote?
You may vote your LYB shares at the Annual Meeting if you are the record owner of such shares as of the close of business
on April 25, 2025 (the “Record Date”). You are entitled to one vote for each share of LYB common stock that you own. As of
April 1, 2025, there were 322,837,438 shares of LYB common stock outstanding and entitled to vote at the Annual Meeting.
How many votes must be present to hold the meeting?
Your shares are counted as present at the Annual Meeting if you held such shares as of the Record Date and (i) properly
return a proxy by Internet, telephone, or mail or (ii) properly notify us of your intention to attend the Annual Meeting, attend
the meeting, and vote in person. There are no quorum requirements under Dutch law and, as a result, we may hold our
meeting regardless of the number of shares that are present in person or by proxy.
LyondellBasell
2025 Proxy Statement
87
How many votes are needed to approve each of the
voting items?
The number of votes required to approve the matters presented in this proxy statement varies by item:
How do I vote?
You can vote by proxy without attending the meeting or in person at the meeting. To vote by proxy, you must vote over the
Internet, by telephone, or by mail. Instructions for each method of voting are included on the proxy card.
If you hold your LYB shares in a brokerage account (that is, you hold your shares in “street name”), your ability to vote by
telephone or over the Internet depends on your broker’s voting process. Please follow the directions on your proxy card or
voter instruction form.
Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy in advance. If you plan to
vote in person at the Annual Meeting and you hold your LYB shares in street name, you must obtain a proxy from your
broker and bring that proxy to the meeting.
Can I change my vote?
Yes. You can change or revoke your vote at any time before the polls close at the Annual Meeting. You can do this by:
Who counts the votes?
We have hired Broadridge Financial Solutions, Inc. to count the votes represented by proxies and cast by ballot at the
Annual Meeting.
Pursuant to the Dutch Civil Code and our Articles of Association, the nomination of a candidate to our Board (Item 1) is
binding on shareholders unless 2/3 of the votes cast at the Annual Meeting, representing more than 50% of the
Company’s issued share capital (which for this purpose includes only our outstanding shares), vote against the nominee.
This means that a nominee will be elected unless the votes against him or her constitute 2/3 of the votes cast and
represent more than 50% of our issued share capital.
•
Under Dutch law, the cancellation of shares held in our treasury account (Item 8) requires the affirmative vote of a
majority of the votes cast at the Annual Meeting. If, however, less than 50% of the Company’s issued share capital (which
for this purpose includes only our outstanding shares) is represented at the Annual Meeting, the proposal will require the
affirmative vote of at least 2/3 of the votes cast.
•
Each other voting item set forth in this proxy statement requires the affirmative vote of a majority of the votes cast by
shareholders in order to be approved.
•
Entering a new vote by telephone or over the Internet prior to 11:59 p.m. Eastern Time on May 21, 2025;
•
Signing another proxy card with a later date and returning it to us by a method that allows us to receive the proxy prior to
the Annual Meeting;
•
Sending us a written document revoking your earlier proxy; or
•
Attending the Annual Meeting and voting your shares in person (attendance at the Annual Meeting will not, by itself,
revoke a proxy previously given by you).
•
LyondellBasell
2025 Proxy Statement
88
Will my shares be voted if I do not provide my proxy and do not
attend the Annual Meeting?
If you do not provide a proxy or vote your shares in person, the shares held in your name will not be voted.
If you hold your shares in street name, your broker may be able to vote your shares for certain “routine” matters even if you do
not provide the broker with voting instructions. We believe that, pursuant to NYSE rules, Item 3, Item 4, Item 5, Item 7 and Item
8 are considered routine matters. Therefore, without instructions from you, your broker may not vote your shares with respect
to Item 1, Item 2, and Item 6. It is therefore important that you act to ensure your shares are voted.
What is a broker non‑vote?
If a broker does not have discretion to vote shares held in street name on a particular voting item and does not receive
instructions from the beneficial owner on how to vote those shares, the broker may return the proxy card without voting on
that voting item. This is known as a broker non‑vote. Broker non‑votes will have no effect on the vote for any voting item
properly introduced at the meeting.
What if I return my proxy but don’t vote for some of the matters
listed on my proxy card?
If you return a signed proxy card without indicating your vote on all voting items listed, your shares will be voted FOR each
of the voting items for which you did not vote.
How are votes counted?
For all voting items other than the election of nominees to our Board of Directors, you may vote FOR, AGAINST, or
ABSTAIN. For the voting item for the election of nominees (Item 1), you may vote FOR, AGAINST, or WITHHOLD with
respect to each nominee. A vote to abstain or withhold does not count as a vote cast, and therefore will not have any effect
on the outcome of any voting item to be voted on at the Annual Meeting.
Could other matters be voted on at the Annual Meeting?
No. All matters to be voted on at the Annual Meeting must be included as voting items in the agenda for the meeting as
described in this proxy statement. We will provide shareholders with an opportunity to discuss our corporate governance,
dividend policy, and executive compensation program. However, there will be no vote on any of these matters.
Who can attend the Annual Meeting?
The Annual Meeting is open to all LYB shareholders who hold shares as of the close of business on April 25, 2025, the
Record Date.
If you would like to attend the Annual Meeting, you must inform us in writing of your intention to do so on or before May 16,
2025, one week prior to the date of the meeting. The notice may be emailed to CorporateSecretary@LyondellBasell.com.
Additional information regarding the availability of and procedures for in person attendance at the Annual Meeting will be
provided to shareholders who provide timely notice of intent to attend and proper evidence of their ownership of LYB shares as
of the Record Date. Admittance of shareholders to the Annual Meeting will be governed by Dutch law.
If we determine that in‑person attendance is not possible or advisable due to unanticipated circumstances at the time of
the Annual Meeting, we will provide information regarding alternative access as soon as available.
LyondellBasell
2025 Proxy Statement
89
What is the cost of this proxy solicitation?
The Company will pay the cost of soliciting proxies for the Annual Meeting. Our directors, officers, and employees may solicit
proxies by mail, by email, by telephone, or in person for no additional compensation. In addition, we have retained Alliance
Advisors, LLC to assist in the solicitation of proxies for a fee of $12,000, plus reimbursement of reasonable expenses.
Why did my household receive a single set of proxy materials?
SEC rules permit us to deliver a single copy of our annual report and proxy statement to any household at which two or
more shareholders reside, if we believe the shareholders are members of the same family.
If you prefer to receive your own copy of the proxy statement now or in future years, please request a duplicate set by
phone at (800) 579‑1639, through the Internet at www.proxyvote.com, or by email to sendmaterial@proxyvote.com. If you
hold your shares in street name, and you received more than one set of proxy materials at your address, you may need to
contact your broker or nominee directly if you wish to discontinue duplicate mailings to your household.
Why did I receive a “notice of internet availability of proxy
materials” but no proxy materials?
We distribute our proxy materials to certain shareholders via the Internet using the “Notice and Access” approach permitted
by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing our
shareholders with a timely and convenient method of accessing the materials and voting. On or about April 11, 2025, we
mailed a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to
access the proxy materials on the Internet. In addition, we provided the notice and proxy materials by e‑mail to certain
shareholders who previously consented to electronic delivery of proxy materials.
How can I request to receive my “notice of internet
availability of proxy materials” by e‑mail for future
shareholder meetings?
You can request to receive proxy materials for future meetings by e‑mail by following the electronic delivery enrollment
instructions at www.proxyvote.com. If your shares are held in street name, please contact your bank or broker for
information on electronic delivery options.
If you choose to access future proxy materials electronically, you will receive an e‑mail with instructions containing a link to
the website where those materials are available and a link to the proxy voting website. Your election to access proxy
materials by e‑mail will remain in effect until terminated.
LyondellBasell
2025 Proxy Statement
90
What are deadlines for the 2026 shareholder meeting?
Our Articles of Association provide that a shareholder representing at least one percent of our issued share capital can
submit an agenda item for consideration at the Company’s general meeting of shareholders. Any such request must be
received at least 60 days prior to the date of the annual meeting.
Under SEC rules, if a shareholder wishes to include a proposal in our proxy materials for presentation at our 2026 annual general
meeting, the proposal must be received at our offices at LyondellBasell Industries, 4th Floor, One Vine Street, London W1J 0AH,
United Kingdom, Attention: Corporate Secretary or sent to CorporateSecretary@LyondellBasell.com, by December 12, 2025. All
proposals must comply with Rule 14a‑8 under the Securities Exchange Act of 1934, as amended.
The deadline for providing notice of a solicitation of proxies in support of director nominees other than the Company’s
nominees pursuant to Rule 14a‑19 for the Company’s 2026 annual meeting is March 24, 2026.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply
with these or other applicable requirements, including requirements under Dutch law and our Articles of Association.
LyondellBasell
2025 Proxy Statement
91
Appendix A: Reconciliation of Non‑GAAP
Financial Measures
This proxy statement makes reference to certain non‑GAAP financial measures as defined in Regulation G of the U.S.
Securities Exchange Act of 1934, as amended.
We report our financial results in accordance with U.S. generally accepted accounting principles, but believe that certain
non‑GAAP financial measures, such as EBITDA, and EBITDA, net income and diluted EPS exclusive of identified items,
provide useful supplemental information to investors regarding the underlying business trends and performance of the
Company’s ongoing operations and are useful for period‑over‑period comparisons of such operations. Non‑GAAP financial
measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures
prepared in accordance with GAAP.
We calculate EBITDA as income from continuing operations plus interest expense (net), provision for (benefit from) income
taxes, and depreciation & amortization. EBITDA should not be considered an alternative to profit or operating profit for any
period as an indicator of our performance, or as an alternative to operating cash flows as a measure of our liquidity. We also
present EBITDA, net income and diluted EPS exclusive of identified items. Identified items include adjustments for “lower of
cost or market" (“LCM”), gain on sale of business, asset write‑downs in excess of $10 million in aggregate for the period and
refinery exit costs. Asset write‑downs include impairments of goodwill, impairments of long‑lived assets, a write down of a
related party loan receivable and a fourth quarter 2024 deferred tax valuation allowance for one of our Chinese joint
ventures recognized in Income (loss) from equity investments. Our inventories are stated at the lower of cost or market.
Cost is determined using the last‑in, first‑out (“LIFO”) inventory valuation methodology, which means that the most recently
incurred costs are charged to cost of sales, and inventories are valued at the earliest acquisition costs. Fluctuation in the
prices of crude oil, natural gas and correlated products from period to period may result in the recognition of charges to
adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in
subsequent interim periods, within the same fiscal year as the charge, as market prices recover. A gain or loss on sale of a
business is calculated as the consideration received from the sale less its carrying value. Property, plant and equipment are
recorded at historical costs. If it is determined that an asset or asset group’s undiscounted future cash flows will not be
sufficient to recover the carrying amount, an impairment charge is recognized to write the asset down to its estimated fair
value. Goodwill is tested for impairment annually in the fourth quarter or whenever events or changes in circumstances
indicate that the fair value of a reporting unit with goodwill is below its carrying amount. If it is determined that the carrying
value of the reporting unit including goodwill exceeds its fair value, an impairment charge is recognized. We assess our
equity investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the
investment may not be recoverable. If the decline in value is considered to be other‑than‑temporary, the investment is
written down to its estimated fair value. Valuation allowances are provided against deferred tax assets when it is more likely
than not that some portion or all of the deferred tax asset will not be realized. In April 2022 we announced our decision to
cease operation of our Houston refinery. In connection with exiting the refinery business, we began to incur costs primarily
consisting of accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations,
depreciation of asset retirement costs and other charges.
Circular & Low Carbon Solutions (“CLCS”) incremental EBITDA is estimated EBITDA which is incremental to our fossil‑based
O&P Americas and O&P EAI annual EBITDA. CLCS incremental EBITDA cannot be reconciled to net income due to the
inherent difficulty in quantifying certain amounts that are necessary for such reconciliation at the business unit level
including adjustments that could be made for interest expense (net), provision for (benefit from) income taxes and
depreciation & amortization, the amounts of which, based on historical experience, could be significant.
Recurring annual EBITDA for the Value Enhancement Program is the year‑end EBITDA run rate estimated based on 2017‑2019
mid‑cycle margins and modest inflation relative to a 2021 baseline. We believe recurring annual EBITDA is useful to investors
because it represents a key measure used by management to assess progress towards our strategy of value creation.
LyondellBasell
2025 Proxy Statement
92
A reconciliation of net income to EBITDA, including and excluding identified items, for the years ended December 31, 2020,
2021, 2022, 2023, and 2024 is shown in the following table:
(amounts in millions)
Year Ended December 31,
2020
2021
2022
2023
2024
Net income
$
1,427
5,617
3,889
2,121
1,367
Loss (Income) from discontinued operations, net of tax
2
6
5
5
(4)
Income from continuing operations
1,429
5,623
3,894
2,126
1,363
(Benefit from) Provision for income taxes
(43)
1,163
882
501
240
Depreciation and amortization
1,385
1,393
1,267
1,534
1,522
Interest expense, net
514
510
258
348
331
EBITDA
3,285
8,689
6,301
4,509
3,456
Identified items
less: Gain on sale of business
—
—
—
—
(284)
add: Lower of cost or market inventory valuation charges
16
—
—
—
—
add: Asset write‑downs
582
624
69
518
1,065
add: Refinery exit costs
—
—
157
195
99
EBITDA excluding identified items
$
3,883
9,313
6,527
5,222
4,336
A reconciliation of net income to recurring annual EBITDA for the Value Enhancement Program ("VEP") is shown in the
following table:
(amounts in millions)
Unlocked Value
2024
Target
2025
Net income
$ 610
$ 760
Provision for income taxes
155
190
Depreciation and amortization
35
50
Interest expense, net
—
—
Recurring annual EBITDA
$ 800
$ 1,000
(a)
(b)
(c)
(d)
Depreciation and amortization includes depreciation of asset retirement costs of in connection with exiting the Refining business.
(a)
In 2024, we sold our U.S. Gulf Coast‑based Ethylene Oxide and Derivatives ("EO&D") business, resulting in the recognition of a gain, including fourth
quarter post close adjustments, in our Intermediates & Derivatives ("I&D") segment.
(b)
Includes asset write‑downs in excess of $10 million in aggregate for the period. The years ended December 31, 2020 and 2021 reflect non‑cash impairment
charges related to our Houston refinery. The year ended December 31, 2022 reflects a non‑cash impairment charge related to the sale of our polypropylene
manufacturing facility in Australia. The year ended December 31, 2023 reflects non‑cash impairment charges of $518 million, which includes $192 million related
to European PO joint venture assets in our Intermediates & Derivatives segment, recognized in the fourth quarter of 2023, and a non‑cash goodwill impairment
charge of $252 million in our Advanced Polymer Solutions ("APS") segment, recognized in the first quarter of 2023. The year ended December 31, 2024 reflects
non‑cash asset write‑downs of $1,065 million, which includes a non‑cash impairment charge of $837 million related to European assets under strategic review in
our Olefins & Polyolefins – Europe, Asia & International ("O&P‑EAI") segment, non‑cash impairment charges and the recognition of a deferred tax valuation
allowance of $52 million and $121 million, respectively, related to our Chinese equity investment in our O&P‑EAI segment, and a non‑cash impairment charge of
$55 million related to our specialty powders business in our APS segment, recognized in the fourth quarter of 2024.
(c)
Refinery exit costs include accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations and other charges.
(d)
(b)
(a)
(a)
Year‑end run‑rate based on 2017‑2019 mid‑cycle margins and modest inflation relative to 2021 baseline.
(a)
VEP delivered a year‑end run‑rate of approximately $800 million of recurring annual EBITDA in 2024.
(b)
LyondellBasell
2025 Proxy Statement
93
A reconciliation of net income to net income, excluding identified items, for the year ended December 31, 2024 is shown in
the following table:
(amounts in millions)
Year Ended
December 31, 2024
Net income
$ 1,367
Identified Items
less: Gain on sale of business, pre‑tax
(284)
add: Asset write‑downs, pre‑tax
1,065
add: Refinery exit costs, pre‑tax
179
add: Benefit from income taxes related to identified items
(226)
Net income excluding identified items
$ 2,101
A reconciliation of diluted EPS to diluted EPS, excluding identified items, for the year ended December 31, 2024 is shown in
the following table:
Year Ended
December 31, 2024
Diluted earnings per share
$ 4.15
Identified items
less: Gain on sale of business
(0.66)
add: Asset write‑downs
2.49
add: Refinery exit costs
0.42
Diluted earnings per share excluding identified items
$ 6.40
(a)
(b)
(c)
In 2024, we sold our U.S. Gulf Coast‑based EO&D business, resulting in the recognition of a gain, including fourth quarter post close adjustments, in our
I&D segment.
(a)
Includes asset write‑downs in excess of $10 million in aggregate for the period. The year ended December 31, 2024 reflects non‑cash asset write‑downs of
$1,065 million, which includes a non‑cash impairment charge of $837 million related to European assets under strategic review in our O&P‑EAI segment,
non‑cash impairment charges and the recognition of a deferred tax valuation allowance of $52 million and $121 million, respectively, related to our Chinese
equity investment in our O&P‑EAI segment, and a non‑cash impairment charge of $55 million related to our specialty powders business in our APS
segment, recognized in the fourth quarter of 2024.
(b)
Refinery exit costs include accelerated lease amortization costs, personnel related costs, accretion of asset retirement obligations, depreciation of asset
retirement costs and other charges.
(c)
(a)
Includes asset write‑downs in excess of $10 million in aggregate for the period.
(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
WI ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-34726
LyondellBasell Industries N.V.
(Exact name of registrant as specified in its charter)
Netherlands
98-0646235
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1221 McKinney St.,
4th Floor, One Vine Street
Suite 300
London
Delftseplein 27E
Houston, Texas
W1JOAH
3013AA Rotterdam
USA 77010
United Kingdom
Netherlands
(Address of principal executive offices) (Zip Code)
(713) 309-7200
+44 (0) 207 220 2600
+31 (0) 10 2755 500
(Registrant's telephone numbers, including area codes)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
Ordinary Shares, €0.04 Par Value
LYB
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defmed in Rule 405 of the Securities Act. 0 Yes K No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. K Yes
0 No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
0 Yes K No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). 0 Yes K No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company"
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer 0
Accelerated filer K
Non-accelerated filer K
Smaller reporting company K
Emerging growth company K
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised fmancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. K
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over fmancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. IA
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued fmancial statements. K
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). K
Indicate by check mark whether the registrant is a shell company (as defmed in Rule 12b-2 of the Act). K Yes 0 No
The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2024, the last business day of the registrant's most recently
completed second fiscal quarter, based on the closing price on that date of $95.66, was $24.8 billion. For purposes of this disclosure, in addition to the
registrant's executive officers and members of its Board of Directors, the registrant has included Access Industries, LLC and its affiliates as "affiliates."
The registrant had 323,446,166 ordinary shares outstanding at February 25, 2025 (excluding 16,976,332 treasury shares).
Documents incorporated by reference:
Portions of the 2025 Proxy Statement, in connection with the Company's 2025 Annual Meeting of Shareholders (in Part III), as indicated herein.
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Page
Cautionary statement for the purposes of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995
2
PART I
Items 1. and 2. Business and Properties
4
Item 1A.
Risk Factors
19
Item 1B.
Unresolved Staff Comments
31
Item 1C.
Cybersecurity
31
Item 3.
Legal Proceedings
32
Item 4.
Mine Safety Disclosures
32
PART II
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Item 5.
Equity Securities
33
Item 6.
Reserved
34
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
53
Item 8.
Financial Statements and Supplementary Data
55
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
124
Item 9A.
Controls and Procedures
124
Item 9B.
Other Information
124
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
124
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
125
Item 11.
Executive Compensation
125
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Item 12.
Matters
125
Item 13.
Certain Relationships and Related Transactions, and Director Independence
125
Item 14.
Principal Accounting Fees and Services
125
PART IV
Item 15.
Exhibits, Financial Statement Schedules
126
Item 16.
Form 10-K Summary
131
Signatures
132
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•
we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our
possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could
negatively affect our liquidity and our results of operations;
•
we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and
economic instability and disruptions and changes in governmental policies, which could cause increased expenses,
decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our
operating results;
•
if we are unable to achieve our emission reduction, circularity, or other sustainability targets, it could result in
reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access
to and cost of capital;
•
our ability to execute and achieve the expected results of our value enhancement program;
•
if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements,
those obligations could be accelerated, which we may not be able to repay; and
•
we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including
for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.
Any of these factors, or a combination of these factors, could materially affect our future results of operations and the
ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-
looking statements or projecting any future results based on such statements or present or prior earnings levels.
All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary
statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we
disclaim any duty to update any forward-looking statements. Additional factors that could cause results to differ materially
from those described in the forward-looking statements can be found in the "Risk Factors" section of this report.
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PART I
Items 1 and 2. Business and Properties.
OVERVIEW
LyondellBasell Industries N.V. is a global, independent chemical company and was incorporated, as a Naamloze
Vennootschap, under Dutch law on October 15, 2009. Unless otherwise indicated, the "Company," "we," "our," "us" and
"LyondellBasell" are used in this report to refer to the businesses of LyondellBasell Industries N.V. and its consolidated
subsidiaries.
We participate globally across the petrochemical value chain and are an industry leader in many of our product lines. Our
chemicals businesses consist primarily of large processing plants that convert large volumes of liquid and gaseous
hydrocarbon feedstocks into plastic resins and other chemicals. Our chemical products tend to be basic building blocks for
other chemicals and plastics. Our plastic products are used in large volumes as well as smaller specialty applications. Our
customers use our plastics and chemicals to manufacture a wide range of products that people use in their everyday lives
including food packaging, home furnishings, automotive components, paints and coatings. Our refining business consists of
our Houston refinery, which processes crude oil into refined products such as gasoline and distillates. We also develop and
license chemical and polyolefin process technologies and manufacture and sell polyolefin catalysts.
Our financial performance is influenced by the supply and demand for our products, the cost and availability of feedstocks
and commodity products, global and regional production capacity, our operational efficiency and our ability to control costs.
We have a strong operational focus and, as a large volume producer of commodities, continuously strive to differentiate
ourselves through safe, reliable and low-cost operations in all of our businesses. We purchase large quantities of natural gas,
electricity and steam which we use as energy to fuel our facilities and purchase large quantities of natural gas liquids and
crude oil derivatives which we use as feedstocks. The relatively low cost of natural gas-derived raw materials in the U.S.
versus the global cost of crude oil-derived raw materials has had a positive influence on the profitability of our North
American operations.
In March 2023, we introduced our new strategy to deliver sustainable solutions and profitable long-term growth.
Our strategy aims to drive focus, differential growth and value creation through three strategic pillars:
Growing and upgrading the core—We expect to reshape our business portfolio to support growth, increase resiliency and
drive higher returns. We will leverage our legacy strengths in technology, cost management, operational excellence and our
global reach to focus on businesses with leading positions in growing markets with advantaged feedstocks and attractive
returns.
Building a profitable Circular & Low Carbon Solutions ("CLCS') business—We expect our CLCS business will grow to
become a leader in meeting the rapidly growing demand for sustainable solutions at scale. We are building a comprehensive
platform for sourcing recycled and renewable feedstocks while leveraging our innovative technologies and our existing asset
base to serve our customers' needs for sustainable materials. Our CLCS business is a part of our O&P-Americas and O&P-
Europe, Asia, International segments.
Stepping up performance and culture—We aim to unlock significant opportunities by reshaping our culture toward a more
comprehensive focus on continuous value creation, including the transformation of our Advanced Polymer Solutions
business.
Our strategy is supported by an experienced leadership team, an optimized organizational structure and an ownership
mindset; our strong cash generation and an investment-grade balance sheet; our advantaged cost position and global scale;
our robust Value Enhancement Program ("VEP"); and our disciplined approach to capital allocation.
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SEGMENTS
We manage our operations through six operating segments. Our reportable segments are:
•
Olefins and Polyolefins-Americas ("O&P-Americas"). Our O&P-Americas segment produces and markets olefms
and co-products, polyethylene and polypropylene.
•
Olefins and Polyolefins-Europe, Asia, International ("O&P-EAI"). Our O&P-EAI segment produces and markets
olefms and co-products, polyethylene and polypropylene.
•
Intermediates and Derivatives ("I&D"). Our I&D segment produces and markets propylene oxide and its
derivatives; oxyfuels and related products; and intermediate chemicals, such as styrene monomer, and acetyls.
•
Advanced Polymer Solutions ("APS"). Our APS segment produces and markets compounding and solutions, such as
polypropylene compounds, engineered plastics, masterbatches, engineered composites, colors and powders.
•
Refining. Our Refining segment refines heavy, high-sulfur crude oil and other crude oils of varied types and sources
available on the U.S. Gulf Coast into refined products, including gasoline and distillates.
•
Technology. Our Technology segment develops and licenses chemical and polyolefm process technologies and
manufactures and sells polyolefin catalysts.
Financial information about our business segments and geographical areas can be found in Note 20 to the Consolidated
Financial Statements. Information about the locations where we produce our primary products can be found under
"Description of Properties." No single customer accounted for 10% or more of our total revenues in 2024, 2023 or 2022.
Olefins and Polyolefins Segments Generally
We are one of the leading worldwide producers of olefins and polyethylene ("PE") and we are the world's second largest
producer of polypropylene ("PP"). We manage our olefm and polyolefin business in two reportable segments, O&P-
Americas and O&P-EAI.
Olefins and Co-products—Ethylene is the most significant petrochemical in terms of worldwide production volume and is the
key building block for PE and many other chemicals and plastics. Ethylene is produced by steam cracking hydrocarbons such
as ethane, propane, butane and naphtha. This production results in co-products such as aromatics and other olefins, including
propylene and butadiene. Ethylene and its co-products are fundamental to many parts of the economy, including the
production of consumer products, packaging, housing and automotive components and other durable and nondurable goods.
Olefins and co-products sales accounted for approximately 10%, 9% and 9% of our consolidated revenues in 2024, 2023 and
2022, respectively.
Polyolefins—Polyolefins such as PE and PP are polymers derived from olefins including ethylene and propylene. Polyolefins
are the most widely used thermoplastics in the world and are found in applications and products that enhance the everyday
quality of life. Our products are used in consumer, automotive and industrial applications ranging from food and beverage
packaging to housewares and construction materials.
Polyethylene—We produce high density polyethylene ("HDPE"), low density polyethylene ("LDPE") and linear low-density
polyethylene ("LLDPE"). PE sales accounted for approximately 19%, 18% and 19% of our consolidated revenues in 2024,
2023 and 2022, respectively.
Polypropylene—We produce PP homopolymers and copolymers. PP sales accounted for approximately 16%, 14% and 15%
of our consolidated revenues in 2024, 2023 and 2022, respectively.
Olefins and Polyolefins-Americas Segment
Overview Our O&P-Americas segment produces and markets olefins and co-products, polyethylene and polypropylene.
Sales & Marketing / Customers—Most of the ethylene we produce is consumed internally as a raw material in the production
of PE and other derivatives, with the balance sold to third party customers, primarily under multi-year contracts.
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Our propylene production is used as a raw material in the production of PP and propylene oxide and derivatives of those
products, and we regularly purchase propylene from third parties because our internal needs exceed our internal production.
In addition to purchases of propylene, we purchase ethylene for resale, when necessary, to satisfy customer demand above
our own production levels. Volumes of any of these products purchased for resale can vary significantly from period to
period and are typically most significant during extended outages of our own production, such as during planned
maintenance. However, purchased volumes have not historically had a significant impact on profits, except to the extent that
they replace our lower-cost production. We also consume PP in our PP compounding business, which is included in our APS
segment.
Most of the ethylene and propylene production from our Channelview, Corpus Christi and La Porte, Texas facilities is
shipped via a pipeline system, which has connections to numerous U.S. Gulf Coast consumers. This pipeline system extends
from Corpus Christi to Mont Belvieu, Texas. In addition, exchange agreements with other ethylene and co-products
producers allow access to customers who are not directly connected to this pipeline system. Some ethylene is shipped by
railcar from our Clinton, Iowa facility to our Morris, Illinois facility and some is shipped directly to customers. Propylene
from Clinton and Morris is generally shipped by marine vessel, barge, railcar or truck.
Our PP and PE production is typically sold through our sales organization to an extensive base of established customers and
distributors servicing both the domestic and export markets either under annual contracts or on a spot basis. We have sales
offices in various locations in North America and our polyolefms are primarily transported in North America by railcar or
truck. Export sales are primarily to customers in Latin America.
Joint Venture Relationships—We have a 50% interest in Louisiana Integrated PolyEthylene JV LLC ("Louisiana Joint
Venture") which provides us with capacity of approximately 770 thousand tons of ethylene and 445 thousand tons of low
density and linear-low density PE production per year. We operate the joint venture assets and market the polyethylene off-
take for all partners through our global sales team. We also participate in a joint venture in Mexico, which provides us with
capacity of approximately 290 thousand tons of PP production per year. We do not hold a majority interest in or have
operational control of this joint venture. The capacities are based on our percentage ownership of the joint venture's total
capacity.
Raw Materials—Raw material cost is the largest component of the total cost to produce ethylene and its co-products. The
primary raw materials used in our Americas olefin facilities are natural gas liquids ("NGLs") and heavy liquids. Heavy
liquids include crude oil-based naphtha and other refined products, as well as condensate, a very light crude oil resulting from
natural gas production. NGLs include ethane, propane and butane. The use of heavy liquid raw materials results in the
production of significant volumes of co-products such as propylene, butadiene and benzene, as well as gasoline blending
components, while the use of NGLs results in the production of fewer co-products.
Our ability to pass on raw material price increases to our customers is dependent on market-driven demand for olefms and
polyolefms. Sales prices for products sold in the spot market are determined by market forces. Our contract prices are
influenced by product supply and demand conditions, spot prices, indices published in industry publications and, in some
instances, cost recovery formulas.
Technological advances for extracting shale-based oil and gas have led to an increased supply of NGLs, providing a cost
advantage over heavy liquids, particularly in the U.S. A plant's flexibility to consume a wide range of raw materials generally
provides an advantage over plants that are restricted in their processing capabilities. Our Americas facilities can process
significant quantities of either heavy liquids or NGLs. We estimate that in the U.S. we can produce up to approximately 90%
of our total ethylene output using NGLs. Changes in the raw material feedstock mix utilized in the production process will
result in variances in production capacities among products. We believe our raw material flexibility in the U.S. is a key
advantage in our production of ethylene and its co-products.
Industry Dynamics / Competition—With respect to olefins and polyolefins, competition is based on price and, to a lesser
extent, on product quality, product delivery, reliability of supply, product performance and customer service. Profitability is
affected not only by supply and demand for olefins and polyolefms, but also by raw material costs and price competition
among producers, which may intensify due to, among other things, the addition of new capacity. In general, demand is a
function of economic growth, including the regional dynamics that underlie global growth trends.
We compete in North America with other large marketers and producers, including global chemical companies, chemical
divisions of large oil companies and regional marketers and producers.
6
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Based on published capacity data and including our proportionate share of joint ventures, we believe as of December 31,
2024, we were:
•
the third largest producer of ethylene in North America, with ethylene capacity of 6.2 million tons per year;
•
the third largest producer of PE in North America with capacity of 4.1 million tons per year; and
•
the largest producer of PP in North America, with capacity of 1.9 million tons per year, including approximately 290
thousand tons of Catalloy capacity.
Olefins and Polyolefins-Europe, Asia, International Segment
Overview Our O&P-EAI segment produces and markets olefms and co-products, polyethylene and polypropylene.
Sales & Marketing / Customers—Our ethylene production is primarily consumed internally as a raw material in the
production of polyolefms, and we purchase additional ethylene as needed to meet our production needs. Our propylene
production is used as a raw material in the production of PP and propylene oxide and derivatives of those products, and we
regularly purchase propylene from third parties because our internal needs exceed our internal production.
With respect to PP and PE, our production is typically sold through our sales organization to an extensive base of established
customers under annual contracts or on a spot basis and is also sold through distributors. Our polyolefins are primarily
transported in Europe by railcar or truck.
Our regional sales offices are in various locations, including The Netherlands, Hong Kong, China, India and the United Arab
Emirates. We also operate through a worldwide network of local sales and representative offices in Europe and Asia. Our
joint ventures described below typically manage their domestic sales and marketing efforts independently, and we typically
operate as their agent for all or a portion of their exports.
Joint Venture Relationships—We participate in several manufacturing joint ventures in Saudi Arabia, China, Poland, South
Korea, and Thailand. We do not hold majority interests in any of these joint ventures, nor do we have operational control.
These joint ventures provide us with annual production capacity of approximately 1.8 million tons of PP, approximately 1.3
million tons of olefins and approximately 760 thousand tons of PE. These capacities are based on our percentage ownership
interest in the joint ventures' total capacities.
We generally license our polyolefin process technologies and supply catalysts to our joint ventures through our Technology
segment. Some of our joint ventures are able to source cost advantaged raw materials from their local shareholders.
Raw Materials—Raw material cost is the largest component of the total cost for the production of olefins and co-products.
The primary raw material used in our European olefin facilities is naphtha; however, we also have the capability to displace
up to half of our European assets' naphtha needs with other feedstocks, such as liquified petroleum gases. We have flexibility
to vary the raw material mix and process conditions in our plants in order to maximize profitability as market prices for both
feedstocks and products change.
The principal raw materials used in the production of polyolefms are propylene and ethylene. In Europe, we have the capacity
to produce approximately 60% of the propylene requirements for our European PP production and all of the ethylene
requirements for our European PE production. Propylene and ethylene requirements that are not produced internally are
generally acquired pursuant to long-term contracts with third party suppliers or via spot purchases.
Our ability to pass through the increased cost of raw materials to customers is dependent on global market demand for olefins
and polyolefins. In general, the pricing for purchases and sales of most products is determined by global market forces,
including the impacts of foreign exchange rates relative to the pricing of the underlying raw materials, most of which are
priced in U.S. dollars. There can be a lag between raw material price changes and contract product price changes that will
cause volatility in our product margins.
Industry Dynamics / Competition—With respect to olefins and polyolefins, competition is based on price, product quality,
product delivery, reliability of supply, product performance and customer service. We compete with regional and
multinational chemical companies and divisions of large oil companies. The petrochemical market has been affected by the
price volatility of naphtha, the primary feedstock for olefins in the region.
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Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31,
2024, we were:
•
the third largest producer of ethylene in Europe with an ethylene capacity of 1.9 million tons per year;
•
the largest producer of PE in Europe with 2.1 million tons per year of capacity; and
•
the largest producer of PP in Europe with 2.5 million tons per year of capacity, including approximately 280
thousand tons of Catalloy capacity.
Other—In 2024, we announced a strategic review of some of our European assets with the goal of strengthening our future
profitability. The review focuses on our non-core European assets including five facilities in our O&P-EAI segment located
in France, Germany, the United Kingdom, Spain, and Italy. Additionally, it encompasses the European propylene oxide
("PO") joint venture in the Netherlands, which is included in our I&D segment. Europe remains a core market for us; the five
sites under strategic review contribute approximately 30% of the production capacity for the O&P-EAI segment. The review
is ongoing, and we remain committed to safe and efficient operations as well as delivering on our customer commitments.
Intermediates and Derivatives Segment
Overview Our I&D segment produces and markets PO and its derivatives, oxyfuels and related products, and intermediate
chemicals such as styrene monomer ("SM"), and acetyls.
PO and Derivatives—We produce PO through two distinct technologies, one of which yields tertiary butyl alcohol ("TBA")
as the co-product and the other of which yields SM as the co-product. The two technologies are mutually exclusive with
dedicated assets for manufacturing either PO/TBA or PO/SM. PO is an intermediate commodity chemical and is a precursor
of polyols, propylene glycol, propylene glycol ethers and butanediol. PO and derivatives are used in a variety of durable and
consumable items with key applications such as polyurethanes used for insulation, automotive/furniture cushioning, coatings,
surfactants, synthetic resins and several other household usages. In 2023, we started up a PO/TBA plant in Houston, Texas,
which has the capacity to produce 470 thousand tons of PO and 1.0 million tons of TBA per year.
Oxyfuels and Related Products—We produce two distinct ether-based oxyfuels, methyl tertiary butyl ether ("MTBE") and
ethyl tertiary butyl ether ("ETBE"). These oxyfuels are produced by converting the TBA co-product of PO into isobutylene
and reacting with methanol or ethanol to produce either MTBE or ETBE. Both are used as high-octane gasoline components
that help gasoline burn cleaner and reduce automobile emissions. Other TBA derivatives, which we refer to as "C4
chemicals," are largely used to make synthetic rubber and other gasoline additives.
Intermediate Chemicals—We produce other commodity chemicals that utilize ethylene as a key component feedstock,
including SM, and acetyls. SM is utilized in various applications such as plastics, expandable polystyrene for packaging,
foam cups and containers, insulation products and durables and engineering resins. Our acetyls products comprise methanol,
glacial acetic acid ("GAA") and vinyl acetate monomer ("YAM"). Natural gas (methane) is the feedstock for methanol, some
of which is converted to GAA. A portion of the GAA is reacted with ethylene to create VAM, an intermediate chemical used
in fabric or wood treatments, pigments, coatings, films and adhesives.
Sales & Marketing / Customers—We sell our PO and derivatives through multi-year sales and processing agreements as well
as spot sales. Some of our sales agreements have cost plus pricing terms. PO and derivatives are transported by barge, marine
vessel, pipeline, railcar and tank truck.
We sell our oxyfuels and related products under market and cost-based sales agreements and in the spot market. Oxyfuels are
transported by barge, marine vessel and tank truck and are used as octane blending components worldwide outside of the U.S.
due to their blending characteristics and emission benefits. C4 chemicals, such as high-purity isobutylene, are sold to
producers of synthetic rubber and other chemical products primarily in the U.S. and Europe, and are transported by railcar,
tank truck, pipeline and marine shipments. The sales of oxyfuels and related products accounted for approximately 13%, 14%
and 11% of our consolidated revenues in 2024, 2023 and 2022, respectively.
Intermediate chemicals are shipped by barge, marine vessel, pipeline, railcar and tank truck. SM is sold globally into regions
such as North America, Europe, Asia and South America export markets through spot sales and commercial contracts. Within
acetyls, methanol is consumed internally to make GAA, used as a feedstock for oxyfuels and related products and also sold
directly into the merchant commercial market. GAA is converted with ethylene to produce VAM which is sold worldwide
under multi-year commercial contracts and on a spot basis.
8
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Sales of our PO and derivatives, oxyfuels and related products, and intermediate chemicals are made by our marketing and
sales personnel, and also through distributors in the Americas, Europe, the Middle East, Africa and the Asia-Pacific region.
Joint Venture Relationships—We have two PO joint ventures with Covestro AG, one in the U.S. and one in Europe. We
operate all production facilities for the PO joint ventures. Our proportional production capacity provided through these joint
ventures is approximately 160 thousand tons of PO and approximately 340 thousand tons of SM. We do not share marketing
or product sales for these PO joint ventures. As disclosed above, our European PO JV is included in our European strategic
review.
We also have two joint venture manufacturing relationships in China with China Petroleum & Chemical Corporation
("Sinopec"). The first joint venture provides us with production capacity of approximately 50 thousand tons of PO per year.
The second joint venture provides us with annual production capacity of approximately 140 thousand tons of PO and 300
thousand tons of SM. We market our share of the joint ventures' production in the Chinese market. These capacities are based
on our operational share of the joint ventures' total capacities.
Raw Materials—The cost of raw materials is the largest component of total production cost for PO, its co-products and its
derivatives. Propylene, isobutane or mixed butane, ethylene and benzene are the primary raw materials used in the production
of PO and its co-products. The market prices of these raw materials historically have been related to the price of crude oil,
NGLs and natural gas, as well as supply and demand for the raw materials.
In the U.S., we obtain a large portion of our propylene, benzene and ethylene raw materials needed for the production of PO
and its co-products from our O&P-Americas segment and to a lesser extent from third parties. Raw materials for the non-U.S.
production of PO and its co-products are obtained from our O&P-EAI segment and from third parties. We consume a
significant portion of our internally produced PO in the production of PO derivatives.
The raw material requirements not sourced internally are purchased at market-based prices from numerous suppliers in the
U.S. and Europe with which we have established contractual relationships, as well as in the spot market.
For the production of oxyfuels, we purchase our ethanol feedstock requirements from third parties, and obtain our methanol
from both internal production and external sources. Carbon monoxide and methanol are the primary raw materials required
for the production of GAA. We source carbon monoxide from internal production, which can be complemented by purchases
from external sources as needed. The methanol required for our downstream production of acetyls is internally sourced from
our methanol plants in La Porte, Texas, and Channelview, Texas. Natural gas is the primary raw material required for the
production of methanol.
In addition to ethylene, acetic acid is a primary raw material for the production of VAM. We obtain all our requirements for
acetic acid and ethylene from our internal production. Historically, we have used a large percentage of our acetic acid
production to produce VAM.
Industry Dynamics / Competition—With respect to product competition, the market is influenced and based on a variety of
factors, including product quality, price, reliability of supply, technical support, customer service and potential substitute
materials. Profitability is affected by the worldwide level of demand along with price competition, which may intensify due
to, among other things, new industry capacity and industry outages. Demand growth could be impacted by further
development of alternative bio-based methodologies. Our major worldwide competitors include other multinational chemical
and refming companies as well as some regional marketers and producers.
Based on published capacity data and including our proportionate share of our joint ventures, we believe as of December 31,
2024, we were:
•
the second largest producer of PO worldwide; and
•
the largest producer of oxyfuels worldwide.
Other—In May 2024, we sold our U.S. Gulf Coast-based ethylene oxide & derivatives ("EO&D") business along with the
production facility located in Bayport, TX. See Note 20 to the Consolidated Financial Statements for additional information.
9
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Advanced Polymer Solutions Segment
Overview Our APS segment produces and markets compounding and solutions, such as polypropylene compounds,
engineered plastics, masterbatches, engineered composites, colors and powders.
Our polypropylene compounds are produced from blends of polyolefms and additives and are largely focused on automotive
applications. Engineered plastics and engineered composites add value for more specialized high-performance applications
used across a variety of industries. Masterbatches are compounds that provide differentiated properties when combined with
commodity plastics used in packaging, agriculture and durable goods applications. Specialty powders are largely used to
mold toys, industrial tanks and sporting goods. Performance colors provide powdered, pelletized and liquid color
concentrates for the plastics industry.
Sales & Marketing / Customers—Our products are sold through our regional sales organizations to a broad base of
established customers and distributors. These products are transported to our customers primarily by either truck or bulk rail.
Joint Venture Relationships—We participate in several manufacturing joint ventures in Saudi Arabia, Indonesia and
Thailand. We hold majority interests and have operational control of the joint ventures in Indonesia. We do not hold majority
interests in any of the remaining joint ventures, nor do we have operational control. These joint ventures provide us with
production capacity of approximately 70 thousand tons of compounding and solutions. These capacities are based on our
percentage ownership interest in the joint ventures' total capacities.
Raw Materials—The principal materials used in the production of our products are polypropylene, polyethylene, polystyrene,
nylon and titanium dioxide. Raw materials required for the production of our products are obtained from our wholly owned or
joint venture facilities and from a number of major plastic resin producers or other suppliers at market-based prices.
Our ability to pass through the increased cost of raw materials to customers is dependent on global market demand. In
general, the pricing for purchases and sales of most products is determined by global market forces.
Industry Dynamics / Competition—With respect to product competition, the market is influenced and based on a variety of
factors, including product development, price, product quality, product delivery, reliability of supply, product performance
and customer service. We compete with regional and multinational marketers and producers of plastic resins and compounds.
As polypropylene compounds are largely utilized in the automotive industry, we are also exposed to the volatility of this
industry, which has significantly decreased since 2019.
Refining Segment
Overview—The primary products of our Refining segment are refined products made from heavy, high-sulfur crude oil and
other crude oils of varied types and sources available on the U.S. Gulf Coast. These refmed products include gasoline and
distillates.
Sales & Marketing / Customers—The Houston refinery's products are primarily sold in bulk to other refiners, marketers,
distributors and wholesalers at market-related prices. Most of the Houston refinery's products are sold under contracts with a
term of one year or less or are sold in the spot market. The Houston refinery's products generally are transported to customers
via pipelines and terminals owned and operated by other parties. The sales of refmed products accounted for approximately
20%, 22% and 22% of our consolidated revenues in 2024, 2023 and 2022, respectively.
Raw Materials—Our Houston refmery, which is located on the Houston Ship Channel in Houston, Texas, has a crude oil
processing capacity of approximately 268 thousand barrels per day on a calendar day basis (normal operating basis), or
approximately 292 thousand barrels per day on a stream day basis (maximum achievable over a 24-hour period). The
Houston refmery is a full conversion refinery designed to refine heavy, high-sulfur crude oil. This crude oil is more viscous
and denser than traditional crude oil and contains higher concentrations of sulfur and heavy metals, making it more difficult
to refine into gasoline and other high-value fuel products. As a result, high-sulfur crude oil has historically been less costly to
purchase than light, low-sulfur crude oil. U.S. production is predominantly light sweet crude and much of the heavy crude
used in production has generally been imported from Canada, Mexico and other global producers, and has at times been
subject to supply disruptions.
10
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We purchase the crude oil used as a raw material for the Houston refinery on the open market on a spot basis and under a
number of supply agreements with regional producers, generally with terms varying from three months to one year.
Industry Dynamics / Competition—Our refming competitors are major integrated oil companies, refineries owned or
controlled by foreign governments and independent domestic refiners. Based on published data, as of November 2024, there
were 126 operable crude oil refineries in the U.S., and total U.S. refinery capacity was approximately 18 million barrels per
day. During 2024, the Houston refmery processed an average of approximately 237 thousand barrels per day of heavy crude
oil.
Our refining operations compete for the purchases of crude oil based on price and quality. Supply disruptions could impact
the availability and pricing. We compete in gasoline and distillate markets as a bulk supplier of fungible products satisfying
industry and government specifications. Competition is based on price and location.
The markets for fuel products tend to be volatile as well as cyclical due to supply and demand fundamentals and changing
crude oil and refined product prices. Crude oil prices are impacted by worldwide political events, the economics of
exploration and production and refined products demand. Prices and demand for fuel products are influenced by seasonal and
short-term factors such as weather and driving patterns, as well as by longer term issues such as the economy, environmental
concerns, energy conservation and alternative fuels. Industry fuel products supply is dependent on short-term industry
operating capabilities and on long-term refining capacity.
A crack spread is a benchmark indication of refming margins based on the processing of a specific type of crude oil into an
assumed selection of major refined products. The Houston refinery generally tracks the Maya 2-1-1 crack spread, which
represents the difference between the current month U.S. Gulf Coast price of two barrels of Maya crude oil as set by
Petroleos Mexicanos and one barrel each of U.S. Gulf Coast Reformulated Blendstock for Oxygen Blending Gasoline and of
U.S. Gulf Coast Ultra Low Sulfur Diesel. While these benchmark refining spreads are generally indicative of the level of
profitability at the Houston refmery and similarly configured refineries, there are many other factors specific to our refinery,
other refineries and the industry in general, such as the price of other crude oils used in processing and the value of refinery
by-products, which influence operating results. Refinery by-products are products other than gasoline and distillates that
represent about one-third of the total product volume, and include coke, sulfur, and lighter materials such as NGLs and crude
olefms streams. The cost of Renewable Identification Numbers ("RINs"), which are renewable fuel credits mandated by the
U.S. Environmental Protection Agency (the "EPA"), can also affect profitability.
Other—In 2022 we announced our plan to exit the refining business as it was determined to be the best strategic and fmancial
path forward for the Company. We commenced shutdown activities in January 2025 and anticipate our refinery exit will be
substantially completed in the first quarter of 2025.
Technology Segment
Overview Our Technology segment develops and licenses chemical and polyolefm process technologies and manufactures
and sells polyolefm catalysts. We market our process technologies and our polyolefm catalysts to external customers and also
use them in our own manufacturing operations. Over the past three years, approximately 20% of our catalyst sales were sold
internally to other segments.
Our polyolefin process licenses are structured to provide a standard core technology, with individual customer needs met by
adding customized modules that provide the required capabilities to produce the defined production grade slate and plant
capacity. In addition to the basic license agreement, a range of services can also be provided, including project assistance,
training, assistance in starting up the plant and ongoing technical support after start-up. We may also offer marketing and
sales services. In addition, licensees may continue to purchase polyolefm catalysts that are consumed in the production
process, generally under long-term catalyst supply agreements with us.
Research and Development—Our research and development ("R&D") activities are designed to improve our existing
products and processes, and discover and commercialize new materials, catalysts and processes. These activities focus on
product and application development, process development, catalyst development and fundamental polyolefin-focused
research.
11
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In 2024, 2023 and 2022, our R&D expenditures were $135 million, $130 million and $124 million, respectively. A portion of
these expenses are related to technical support and customer service and are allocated to the other business segments. In
2024, 2023 and 2022 approximately 45% to 50% of all R&D costs were allocated to business segments other than
Technology.
GENERAL
Intellectual Property
We maintain an extensive patent portfolio and continue to file new patent applications in the U.S. and other countries. As of
December 31, 2024, we owned approximately 6,200 patents and patent applications worldwide. Our patents and trade secrets
cover our processes, products and catalysts and are significant to our competitive position, particularly with regard to PO,
intermediate chemicals, petrochemicals, polymers and our process technologies. While we believe that our intellectual
property provides competitive advantages, we do not regard our businesses as being materially dependent upon any single
patent, trade secret or trademark. Some of our production capacity operates under licenses from third parties.
Environmental
Most of our operations are affected by national, state, regional and local environmental laws. Matters pertaining to the
environment are discussed in Part I, Item 1A. Risk Factors; Part I, Item 3. Legal Proceedings; Part II, Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations; and Notes 2 and 17 to the Consolidated Financial
Statements.
We have made, and intend to continue to make, the expenditures necessary for compliance with applicable laws and
regulations relating to environmental, health and safety matters. In 2024, we incurred capital expenditures of $269 million for
health, safety and environmental compliance purposes and improvement programs. We estimate incurring approximately
$250 million annually in 2025 and 2026 for similar expenditures.
While capital expenditures or operating costs for environmental compliance, including compliance with potential legislation
and potential regulation related to climate change, cannot be predicted with certainty, we do not believe they will have a
material effect on our competitive position in the near term.
In the future, climate change may physically impact our facilities and supply chain, however, we do not believe these
potential impacts are material in the near-term.
Sustain ability
Our sustainability goals center on addressing three global challenges: ending plastic waste, taking climate action and
advancing a thriving society.
Ending Plastic Waste—We have a goal to produce and market at least two million metric tons of recycled and renewable-
based polymers annually by 2030 representing approximately 20% of our 2024 global sales of polyethylene and
polypropylene.
We continue to invest upstream to secure plastic waste material and evaluate opportunities to expand mechanical and
chemical recycling capacity globally through investments and commercial agreements. In 2024, we laid the foundation for
the MoReTec-1 plant, our first industrial-scale chemical recycling plant at our site in Wesseling, Germany which will use our
proprietary MoReTec technology to convert post-consumer plastic waste into feedstock for producing new plastic materials.
This plant has the flexibility to operate under 100% renewable power and enables a high plastic to plastic yield while
reducing greenhouse gas emissions compared to virgin fossil fuel based processes. Targeted startup for this facility is set for
2026.
Taking Climate Action—Our climate ambitions include our goal to reduce absolute scope 1 and 2 greenhouse gas ("GHG")
emissions by 42% and absolute scope 3 emissions by 30% by 2030 relative to a 2020 baseline, as well as achieve net zero
scope 1 and 2 emissions by 2050.
12
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Certain GHG emissions reduction initiatives planned for implementation by 2030 are linked to existing asset turnaround
schedules for our largest sites. In 2024, our Wesseling site in Germany implemented process heat recovery projects,
electrification of a large process turbine and optimization of steam demand which includes the phase-out of coal use. These
initiatives are expected to reduce our scope 1 emissions by approximately 130 thousand metric tons annually compared to
2020 levels.
In 2024, we secured power purchase agreements with an aggregate generation capacity that will enable us to meet our goal of
procuring at least 50 percent of our electricity from renewable sources by 2030, based on 2020 procured levels. These
agreements are expected to generate an estimated 5.0 million megawatt hours of renewable electricity annually, reducing our
scope 2 emissions by more than 1.8 million metric tons of carbon emissions.
Ceasing operations at the Houston refinery in the first quarter of 2025 is expected to reduce our scope 1 and scope 2 GHG
emissions by more than 3 million metric tons annually and our scope 3 emissions by approximately 40 million metric tons
annually. We are evaluating multiple options to transform the site for future growth, including chemical recycling to process
plastic waste, renewable cracker feedstocks such as renewable distillates and bio-based feedstocks, and repurposing on-site
infrastructure to support growth and circular and low carbon product innovation.
We are also engaging with our suppliers of feedstock, raw materials, and logistics services to better understand the GHG
emissions associated with our procured goods and services and to identify potential collaborative opportunities to reduce
emissions throughout our value chain.
Our ambition to achieve net zero scope 1 and 2 emissions by 2050 will require the development of enabling technologies
such as cracker electrification, hydrogen utilization, carbon capture and storage ("CCS"), carbon utilization and other
innovative solutions across our manufacturing footprint. Additionally, the transition to net zero requires robust infrastructure,
policy support, and market demand for low-carbon products. We advocate for government-backed frameworks to de-risk
investments in renewable energy, hydrogen, and CCS.
Advancing a Thriving Society-By working to advance a thriving society, we make a positive impact far beyond our
company and deliver long-term value for our stakeholders. We are creating solutions for everyday sustainable living, working
to ensure the safety and well-being of our colleagues by holding ourselves to the highest standards, embracing different
backgrounds and perspectives, promoting equity and respect among our global colleagues and within our communities, and
aligning our suppliers' values with our own.
Capital Budget—We estimate capital spending to support our sustainability goals, including investments in emissions
reduction and our CLCS business, will represent approximately 25% of our total capital expenditures over the next two years.
Human Capital
Our success as a company is tied to the passion, knowledge, collaboration, and talent of our global team. Our strategic pillar
to Step up Performance and Culture focuses on leading our cultural transformation, embedding equity and promoting
inclusion and growing the capabilities and skills of our people through our global learning and development programs.
Stepping up Performance and Culture—In 2024, we focused on educating employees on our competencies and further
embedding them in our processes and systems across the enterprise. Aligned with our purpose, commitments and values, the
competencies form the "how" we behave daily to achieve our strategic goals and improve our culture. As part of this culture
transformation, we concentrated on reinforcing the strategy enabling attributes of our culture in order to a create a culture
where employees are highly engaged and inspired to innovate and deliver business results.
Diversity, Equity and Inclusion—Our goal is to create a company where fairness, equity and a sense of belonging are
experienced by all, propelling individual and collective success. By increasing inclusion, we build high performing teams that
can effectively innovate and collaborate. All of which enable us to contribute to our financial outcomes and help to achieve
our business goals.
13
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Code of Conduct and Human Rights Policy Our Code of Conduct establishes our expectations on topics such as respect in
the workplace, anti-corruption, conflicts of interest, trade compliance, anti-trust and competition law, insider trading,
sanctions, misconduct and political donations. It is available in seventeen languages on our company website. New
employees are trained on the Code of Conduct, and all employees receive annual refresher training. We also have a human
rights policy that establishes our standards for workforce health and safety; prevention of discrimination, harassment and
retaliation; diversity and inclusion; workplace security; working conditions and fair wages; freedom of association; freely
chosen employment; and child labor protections.
15
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers as of February 27, 2025 were as follows:
Name and Age
Peter Vanacker, 58
Tracey Campbell, 58
Significant Experience
Chief Executive Officer since May 2022.
President, Chief Executive Officer and Chair of the Executive Committee of Neste
Corporation, a renewable products company From September 2018 to May 2022.
Chief Executive Officer and Managing Director of the CABB Group, a global supplier of
fine and specialty chemicals from April 2015 to August 2018.
Executive Vice President, Sustainability and Corporate Affairs since October 2022.
Vice President, Public Affairs from November 2020 to September 2022.
Director, Polyolefins Asia Pacific from July 2018 to October 2020.
Trisha Conley, 53
Executive Vice President, People and Culture since February 2023.
Senior Vice President, People Development of Renewable Energy Group, a renewable
energy company, from August 2020 to January 2023.
Vice President of Human Resources, Fuels North America and Head of Country (United
States) for Downstream Human Resources at BP, a global energy provider, from July 2015
to July 2020.
Kim Foley, 58
Executive Vice President, Global Olefms & Polyolefins and Refining since August 2024.
Dale Friedrichs, 61
Executive Vice President, Global Olefms & Polyolefins, Refining and Supply Chain from
March 2024 to August 2024.
Executive Vice President, Intermediates and Derivatives and Refining from October 2022 to
March 2024.
Senior Vice President, HSE, Global Engineering and Turnarounds from August 2020 to
September 2022.
Vice President, Health, Safety and Environment from October 2019 to July 2020.
Executive Vice President, Operational Excellence and HSE since October 2022.
Interim Executive Vice President, People and Culture from October 2022 to February 2023.
Senior Vice President, Human Resources and Global Projects from August 2020 to
September 2022.
Vice President, Human Resources from October 2019 to July 2020.
Vice President, Health, Safety, Environment and Security from February 2017 to October
2019.
16
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Name and Age
Jeffrey Kaplan, 56
Significant Experience
Executive Vice President and General Counsel since October 2022.
Executive Vice President, Legal & Public Affairs and Chief Legal Officer from March 2015
to September 2022.
Aaron Ledet, 50
Executive Vice President, Intermediates & Derivatives and Supply Chain since August
2024.
Executive Vice President, Intermediates & Derivatives from March 2024 to August 2024.
Senior Vice President, Olefins & Polyolefins Americas from October 2022 to March 2024.
Director Olefins & Optimization Americas from January 2022 to October 2022.
Senior Director Olefins & Feedstocks from May 2021 to December 2021.
Director Olefins & Optimization Americas from October 2020 to May 2021.
Senior Director Advanced Polymer Solutions US/Canada Region from October 2018 to
October 2020.
Michael McMurray, 60
Executive Vice President and Chief Financial Officer since November 2019.
Senior Vice President and Chief Financial Officer at Owens Corning, a global manufacturer
of insulation, roofing and fiberglass composites, from August 2012 to November 2019.
Torkel Rhenman, 61
Executive Vice President, Advanced Polymer Solutions since October 2022.
Executive Vice President, Intermediates & Derivatives, and Refining from August 2020 to
September 2022.
Executive Vice President, Intermediates & Derivatives from July 2019 to July 2020.
James Seward, 57
Executive Vice President and Chief Innovation Officer since October 2022.
Yvonne van der Laan, 53
Senior Vice President, Research & Development, Technology and Sustainability from
August 2020 to September 2022.
Senior Vice President, Technology Business, Sustainability, and Olefins & Polyolefins,
Europe, Asia and International Joint Venture Management from September 2018 to July
2020.
Executive Vice President, Circular and Low Carbon Solutions since October 2022.
Senior Director, Global Circularity from May 2022 to September 2022.
Director, Olefins & Optimizations, Europe from September 2019 to April 2022.
Vice President, Industry & Bulk Cargo for the Port of Rotterdam, the largest seaport in
Europe, from February 2016 to September 2019.
17
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Description of Properties
Our principal manufacturing facilities as of December 31, 2024 are set forth below and are identified by the principal
segment or segments using the facility. All of the facilities are wholly owned, except as otherwise noted.
Location
Americas
Bayport (Pasadena), Texas(1)
Bayport (Pasadena), Texas
Channelview, Texas
Channelview, Texas(1)(2)
Chocolate Bayou (Alvin), Texas
Clinton, Iowa
Corpus Christi, Texas
Edison, New Jersey
Houston, Texas
La Porte, Texas(3)
La Porte, Texas(3)
Lake Charles, Louisiana
Lake Charles, LouisianaM
Matagorda (Bay City), Texas
Morris, Illinois
Victoria, Texas t
Europe
Botlek, Rotterdam, The Netherlands₹
Ferrara, Italy
Fos-sur-Mer, France₹
Frankfurt, Germany'
Knapsack, Germany₹
Kerpen, Germany
Ludwigshafen, Germany'
Moerdijk, The Netherlandst
Wesseling, Germany
1-
(1)
Segments
I&D
O&P-Americas
O&P-Americas
I&D
O&P-Americas
O&P-Americas
O&P-Americas
Technology
Refining
O&P-Americas
I&D
O&P-Americas
O&P-Americas
O&P-Americas
O&P-Americas
O&P-Americas
I&D
O&P-EAI and Technology
I&D
O&P-EAI and Technology
O&P-EAI and APS
APS
Technology
O&P-EAI
O&P-EAI
The facility is located on leased land.
The Bayport PO/TBA plants and the Channelview PO/SM I plant are held by the U.S. PO joint venture between
Covestro and Lyondell Chemical Company. These plants are located on land leased by the U.S. PO joint venture.
(2)
Equistar Chemicals, LP operates a polybutadiene unit, which is owned by an unrelated party and is located within
the Channelview facility on property leased from Equistar Chemicals, LP.
The La Porte facilities are on contiguous property.
The Lake Charles facility is owned by the Louisiana Integrated PolyEthylene JV LLC joint venture and is located on
land owned by the joint venture.
(3)
(4)
Other Locations and Properties
We maintain executive offices in London, the United Kingdom; Rotterdam, The Netherlands; Houston, Texas and Hong
Kong, China. We maintain research facilities in Lansing, Michigan; Channelview, Texas; Cincinnati, Ohio; Ferrara, Italy and
Frankfurt, Germany. Our Asia-Pacific headquarters are in Hong Kong. We also have technical support centers in Rotterdam,
The Netherlands; Mumbai, India; Poznan, Poland; and Shanghai, China. We have various sales facilities worldwide.
18
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Website Access to SEC Reports
Our Internet website address is http://www.LyondellBasell.com. Information contained on our Internet website is not part of
this report on Form 10-K.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to
these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on our
website, free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the U.S. Securities
and Exchange Commission ("SEC"). Alternatively, these reports may be accessed at the SEC's website at http:/www.sec.gov.
Item 1A.
Risk Factors.
You should carefully consider the following risk factors in addition to the other information included in this Annual Report
on Form 10-K. Each of these risk factors could adversely affect our business, operating results and financial condition, as
well as adversely affect the value of an investment in our common stock.
Risks Related to our Business and Industry
The cyclicality and volatility of the industries in which we participate may cause significant fluctuations in our operating
results.
Our business operations are subject to the cyclical and volatile nature of the supply-demand balance in the chemical industry.
Our future operating results are expected to continue to be affected by this cyclicality and volatility. The chemical industry
historically has experienced alternating periods of capacity shortages, causing prices and profit margins to increase, followed
by periods of excess capacity, resulting in oversupply, declining capacity utilization rates and declining prices and profit
margins. While we are exiting the refining business in the first quarter of 2025, we expect to experience similar volatility in
that industry until closure of our Houston refinery.
In addition to changes in the supply and demand for products, changes in energy prices and other worldwide economic
conditions can cause volatility. These factors result in significant fluctuations in profits and cash flow from period to period
and over business cycles.
New capacity additions around the world may lead to periods of oversupply and lower profitability. The timing and extent of
any changes to currently prevailing market conditions are uncertain and supply and demand may be unbalanced at any time.
As a consequence, we are unable to accurately predict the extent or duration of future industry cycles or their effect on our
business, financial condition or results of operations.
A sustained decrease in the price of crude oil may adversely impact the results of our operations, primarily in North
America.
Energy costs generally follow price trends of crude oil and natural gas. These price trends may be highly volatile and cyclical.
In the past, raw material and energy costs have experienced significant fluctuations that adversely affected our business
segments' results of operations. For example, we have benefited from the favorable ratio of U.S. crude oil prices to natural
gas prices in the past. If the price of crude oil remains lower relative to U.S. natural gas prices or if the demand for natural gas
and NGLs increases, this may have a negative impact on our results of operations.
Costs and limitations on supply of raw materials and energy may result in increased operating expenses.
The costs of raw materials and energy represent a substantial portion of our operating expenses. Due to the significant
competition we face and the commodity nature of many of our products, we are not always able to pass on raw material and
energy cost increases to our customers. When we do have the ability to pass on the cost increases, we are not always able to
do so quickly enough to avoid adverse impacts on our results of operations.
19
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Cost increases for raw materials, energy, or broad-based price inflation also increase working capital needs, which could
reduce our liquidity and cash flow. Even if we are able to increase our sales prices to reflect these increases, demand for
products may decrease as consumers and customers reduce their consumption or use substitute products, which may have an
adverse impact on our results of operations. In addition, producers in natural gas cost-advantaged regions, such as the Middle
East and North America, benefit from the lower prices of natural gas and NGLs. Competition from producers in these regions
may cause us to reduce exports from Europe and elsewhere. Any such reductions may increase competition for product sales
within Europe and other markets, which can result in lower margins in those regions.
For some of our raw materials and utilities there are a limited number of suppliers, and in some cases, the supplies are
specific to the particular geographic region in which a facility is located. It is also common in the chemical industry for a
facility to have a sole, dedicated source for its utilities, such as steam, electricity and gas. Having a sole or limited number of
suppliers may limit our negotiating power, particularly in the case of rising raw material costs. Any new supply agreements
we enter into may not have terms as favorable as those contained in our current supply agreements. The reliance on single or
limited suppliers heightens our vulnerability to supply chain interruptions, and the closure of such a supplier could cause us to
be unable to profitably operate our assets. For example, our ability to operate our site in Brindisi, Italy, may be negatively
impacted by the potential shutdown of its propylene supplier.
Additionally, there is concern over the reliability of water sources, including around the U.S. Gulf Coast where several of our
facilities are located. The decreased availability or less favorable pricing for water as a result of population growth, drought
or regulation could negatively impact our operations, including by impacting our ability to produce or transport our products.
If our raw material or utility supplies were disrupted, our businesses would likely incur increased costs to procure alternative
supplies or incur excessive downtime, which would have a negative impact on plant operations. Disruptions of supplies may
occur as a result of transportation issues resulting from natural disasters, water levels, and interruptions in marine water
routes, among other causes, which can affect the operations of vessels, barges, rails, trucks and pipeline traffic. These risks
are particularly prevalent in the U.S. Gulf Coast area. Additionally, increasing exports of NGLs and crude oil from the U.S.
or greater restrictions on hydraulic fracturing could restrict the availability of our raw materials, thereby increasing our costs.
With increased volatility in raw material costs, our suppliers could impose more onerous terms on us, resulting in shorter
payment cycles and increasing our working capital requirements.
Our ability to source raw materials or deliver products may be adversely affected by political instability, civil disturbances
or other governmental actions.
We obtain a portion of our principal raw materials from sources in the Middle East and Central and South America that may
be less politically stable than other areas in which we conduct business. Political instability, civil disturbances and actions by
governments in these areas are more likely to substantially increase the price and decrease the supply of raw materials
necessary for our operations or impair our ability to deliver products to customers, which could have a material adverse effect
on our results of operations.
Incidents of civil unrest, including terrorist attacks and demonstrations that have been marked by violence, have occurred in a
number of countries, including in the Middle East and South America. Some political regimes in these countries are
threatened or have changed as a result of such unrest. Political instability and civil unrest could continue to spread in the
region and involve other areas. Such unrest, if it continues to spread or grow in intensity, could lead to civil wars, regional
conflicts or regime changes resulting in governments that are hostile to countries in which we conduct substantial business,
such as in the U.S., Europe or their respective trading partners.
20
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Our business is capital intensive and we rely on cash generated from operations and external financing to fund our
growth and ongoing capital needs. Limitations on access to external financing could adversely affect our operating
results.
We require significant capital to operate our current business and fund our growth strategy. Moreover, interest payments,
dividends, capital requirements of our joint ventures, the expansion of our current business or other business opportunities
may require significant amounts of capital. If we need external financing, our access to credit markets and pricing of our
capital is dependent upon maintaining sufficient credit ratings from credit rating agencies and the state of the capital markets
generally. There can be no assurances that we would be able to incur indebtedness on terms we deem acceptable, and it is
possible that the cost of any fmancings could increase significantly, thereby increasing our expenses and decreasing our net
income. If we are unable to generate sufficient cash flow or raise adequate external fmancing, including as a result of
significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities,
which could adversely affect our operating results.
We may use our $3,750 million revolving credit facility, which backs our commercial paper program, to meet our cash needs,
to the extent available. As of December 31, 2024, we had no borrowings or letters of credit outstanding under the facility and
no borrowings outstanding under our commercial paper program, leaving an unused and available credit capacity of $3,750
million. We may also meet our cash needs by selling receivables under our $900 million U.S. Receivables Facility. As of
December 31, 2024, we had no borrowing or letters of credit outstanding and availability of $900 million under this facility.
In the event of a default under our credit facilities or any of our senior notes, we could be required to immediately repay all
outstanding borrowings and make cash deposits as collateral for all obligations the facility supports, which we may not be
able to do. Any default under any of our credit arrangements could cause a default under many of our other credit agreements
and debt instruments. Without waivers from lenders party to those agreements, any such default could have a material
adverse effect on our ability to continue to operate.
Risks Related to our Operations
Our operations are subject to risks inherent in the chemical industry, and we could be subject to liabilities for which we
are not fully insured or that are not otherwise mitigated
We maintain property, business interruption, product, general liability, casualty and other types of insurance that we believe
are appropriate for our business and operations as well as in line with industry practices. However, we are not fully insured
against all potential hazards incident to our business, including losses resulting from natural disasters or climate-related
exposures, wars, terrorist acts, or cybersecurity incidents. Changes in insurance market conditions have caused, and may in
the future cause, premiums and deductibles for certain insurance policies to increase substantially and, in some instances, for
certain insurance to become unavailable or available only for reduced amounts of coverage. If we were to incur a significant
liability for which we were not fully insured, we might not be able to fmance the amount of the uninsured liability on terms
acceptable to us, or at all, and might be obligated to divert a significant portion of our cash flow from normal business
operations.
Our business, including our results of operations and reputation, could be adversely affected by safety or product liability
issues.
Failure to appropriately manage occupational safety, process safety, product safety, human health, product liability and
environmental risks inherent in the chemical and refining businesses and associated with our products, product life cycles and
production processes could result in unexpected incidents including releases, fires, or explosions resulting in personal injury,
loss of life, environmental damage, loss of revenue, legal liability, and/or operational disruption. Public perception of the
risks associated with our products and production processes could impact product acceptance and influence the regulatory
environment in which we operate. While we have management systems, procedures and controls to manage these risks, issues
could be created by events outside of our control, including natural disasters, severe weather events and acts of sabotage.
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