CHARTER OF THE
COMPENSATIONCOMMITTEE OF THE
BOARD OF DIRECTORS
Arcadium Lithium plc(the “Company”)
Adopted effective as of January 4, 2024

2I.

PurposeThe Compensation Committee (the “Committee”) shall assist the Board of Directors (the“Board”) in overseeing the development, implementation and effectiveness of the Company’s
policies and strategies relating to its human capital management function, including, but notlimited to, its executive compensation plans, those policies and strategies regarding corporate
culture, talent acquisition and retention, pay equity, career development, diversity andemployment practices.
II. Composition and Meetings
The Committee shall be comprised of at least three members of the Board, one of whom shallserve as Chair. The members of the Committee shall meet the independence and experience
requirements of the New York Stock Exchange. In addition, it is also intended that each memberof the Committee be a “non-employee director” within the meaning of Rule 16b-3 promulgatedunder the Securities Exchange Act of 1934.
The Chair and the other members of the Committee shall be appointed by the Board on therecommendation of the Nominating and Corporate Governance Committee. Committeemembers may be replaced by the Board at any time, subject to new members satisfying therequirements referred to above.
The Committee shall meet as scheduled by the Chair. The Chair, in consultation with otherCommittee members, the Chief Executive Officer (the “CEO”) and Human Resources Executive,
shall establish meeting agendas. The Committee shall meet as often as it determines. TheCommittee shall meet in executive session without management to discuss compensation
matters pertaining to the CEO. The Committee may request any officer, employee orrepresentatives of independent consultants of the Company to attend a meeting of theCommittee or to meet with any members of, or consultants to, the Committee. Minutes of eachmeeting of the Committee shall be prepared and distributed to each member of the Board andthe Secretary of the Company promptly after each meeting. The Committee may form anddelegate authority to subcommittees, other than any power or authority required by law or stock
exchange requirements to be exercised by the Board or the Committee as a whole. Delegationby the Committee to any subcommittee shall not limit or restrict the Committee on any matter sodelegated. The action of the Committee at a meeting at which a quorum is present shall be theact of the Committee. The Committee may act in writing by the unanimous consent of its
members, and transmission of consent via email or other electronic means will be considered awriting for this purpose.
A number of directors equal to 33% or more of the Committee (but in no event fewer than two)
shall constitute a quorum of the Committee for the transaction of business. A majority ofmembers present may adjourn the meeting from time to time until a quorum is present. In theChair’s absence, the Chair may designate a member of the Committee to serve as chair for themeeting or, in the absence of such designation, a majority of the members present at themeeting shall appoint a chair for the meeting.
The Committee shall have the sole authority to retain and supervise one or more outsideadvisors, including independent outside legal counsel and consulting firms, to advise theCommittee on executive compensation matters and other matters within the Committee’s3responsibility and to terminate any retained advisor. In addition, the Committee shall have thesole authority to approve the fees of an outside advisor and other retention terms. TheCompany shall provide for appropriate funding, as determined by the Committee, for payment ofreasonable compensation to any advisor retained by the Committee and for payment of ordinary
administrative expenses of the Committee. Prior to selecting an outside advisor, the Committee
shall assess the independence of such advisor taking into account such factors as required by
the New York Stock Exchange, the Securities and Exchange Commission and applicable law
and such other factors as the Committee determines are relevant.
The Chair of the Committee will report the Committee's deliberations and conclusions to theBoard and the Committee will review its evaluation of the performance of the CEO with theBoard in executive session.
The Committee will be assisted by the Human Resources leader designated by the CEO, whowill serve as Executive Secretary to the Committee.
III. Authority, Duties and Responsibilities
Review Procedures:
The Committee shall review and approve executive compensation policies and practices
and establish the total compensation for the CEO and each of the Company’s other executiveofficers. The Committee shall review and discuss with management the Company’s proxystatement section entitled “Compensation Discussion and Analysis” (CD&A), relating toexecutive compensation. Based on this review and discussion, the Committee shall determine
whether to recommend to the Board that the CD&A be included in the Company’s
proxy statement.
The Committee shall oversee the evaluation of management in conjunction with its review ofexecutive compensation.
The Committee shall also review significant organization changes, monitor succession planning,and review and recommend to the Board candidates for officers of the Company.
The Committee shall also review and approve human capital management disclosures made in
the Company’s Form 10-K and proxy statement.
More specifically, the Committee shall:
1. Review the Company's overall compensation philosophy, including both short term
incentives and long term incentives, to ensure that the policy appropriately links
management interests with those of shareholders and rewards executives for theircontributions. Identify, review and approve corporate goals and objectives relevant to thecompensation of executive officers, including the CEO, with the power and authority to
exercise discretion to adjust compensation based on performance relative to such goals andobjectives as well as such other factors as the Committee deems appropriate and in thebest interests of the Company. In determining the long-term incentive component of theexecutive officers’ and the CEO’s compensation, the Committee shall consider, among otherfactors, the Company’s performance and relative shareholder return, the value of similar
incentive awards to executive officers and CEOs at comparable companies and the awards

4given to the executive officers and CEO in past years. The CEO may not be present during
the deliberations or voting regarding his or her compensation.
2. Assess annually whether any of the Company’s compensation policies and practices giverise to risks that are reasonably likely to have a material adverse effect on the Company.
3. Establish and determine all elements of executive officer compensation, including, asapplicable, base salary, annual bonus, equity and other incentive awards, othercompensation, ongoing perquisites or special or supplemental benefits, and appraise theperformance of executive officers in light of the corporate goals and objectives.
4. Review and approve the adoption of, modifications to, or the termination of compensation
programs that are designed primarily for executive officers.
5. Approve or make recommendations to the Board with respect to, and make alldeterminations necessary or advisable in the administration of the Company’s incentive
compensation and equity-based plans as amended from time to time, including thedetermination to authorize any delegation permitted under such plans.
6. Approve or make recommendations to the Board with respect to the adoption or modificationof any executive share ownership guidelines and monitor compliance with such guidelines.
7. Review organization changes and restructuring that have significant Company and business
impact, based on the proportion of the employee population, the amount of revenues
involved, the amount of earnings involved, or other factors as determined by the Committee.
8. In consultation with the Company’s CEO (except with respect to the CEO himself or herself),
prepare for the Board’s review and approval of succession plans of both long term andemergency procedures, in the event of unexpected disability or death, for the CEO andother senior executive positions.
9. Review management's recommendations for officers of the Company and recommend
officer candidates to the Board for their approval.
10. Review, as needed with a compensation consultant, executive compensation matters andsignificant issues that relate to executive compensation.
11. Review at least annually the services provided by any compensation consultant todetermine whether the provision of such services to the Committee has given rise to an
actual conflict of interest taking into account such factors as required by the Securities andExchange Commission and applicable law and such other factors as the Committee
determines are relevant.
12. Recommend to the Board the Company’s submissions to shareholders on executive
compensation matters, including the say-on-pay shareholder advisory vote and thefrequency of holding a say-on-pay vote; and assess the results of such votes, including
whether any changes are appropriate to the Company’s executive compensation policies,
practices or plans that may be appropriate as a result of such vote.
13. Review and approve the terms of any employment agreements, severance arrangements,change in control protections and any other compensatory arrangements (including, without
limitation, material perquisites) for the Company's executive officers.

514. Periodically review and discuss with management the type and presentation of theCompany’s environmental, social and governance (“ESG”) related to human capitalmanagement practices, including those related to diversity, equity and inclusion initiatives.
The Committee may request management to provide reports on any matters contemplatedby this Charter and may engage any external consultants or advisers it deems necessary or
appropriate to discharge its obligations under this Charter.
15. Approve and oversee the application of the Company’s clawback policy and policies
regarding the hedging and pledging of Company securities.
16. Prepare the Compensation Committee Report required by SEC rules to be included in theCompany’s proxy statement or Form 10-K.
17. Oversee engagement with shareholders and proxy advisory firms on executive
compensation matters.
18. Periodically review and reassess the adequacy of this Charter and recommend any
proposed changes to the Board for approval.
19. Maintain appropriate minutes of meetings and report regularly to the Board on theCommittee’s activities.
IV. Assessment
The Committee shall conduct a self-assessment of its performance annually.