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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

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ROCKWOOD HOLDINGS, INC.
100 Overlook Center
Princeton, New Jersey 08540

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 6, 2011

March 28, 2011

To our stockholders:

        On behalf of your board of directors, we are pleased to invite you to attend the 2011 annual meeting of stockholders of Rockwood Holdings, Inc. (the "Company"). The meeting will be held on Friday, May 6, 2011, at 9:00 a.m., local time, at our offices located at 100 Overlook Center, Princeton, New Jersey 08540.

        At the meeting, you will be asked to:

        (1)   Elect the three Class III directors listed herein to serve until their successors are duly elected and qualified;

        (2)   Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011;

        (3)   Conduct an advisory vote on the compensation paid to our named executive officers;

        (4)   Conduct an advisory vote on the frequency of a stockholder vote on the compensation paid to our named executive officers; and

        (5)   Transact any other business properly brought before the meeting.

        Stockholders of record as of the close of business on March 16, 2011 are entitled to notice of, and to vote at, the meeting. To assure your representation at the meeting, please execute and return the enclosed proxy card in the envelope provided, whether or not you plan to attend the meeting.

Sincerely,
 



Seifi Ghasemi
Chairman and Chief Executive Officer

This proxy statement is first being mailed to stockholders on or about March 28, 2011.

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ROCKWOOD HOLDINGS, INC.
100 Overlook Center
Princeton, New Jersey 08540

PROXY STATEMENT
For the Annual Meeting of Stockholders to be Held On
May 6, 2011

GENERAL INFORMATION ABOUT ROCKWOOD'S ANNUAL MEETING

        We are providing this proxy statement in connection with the solicitation of proxies by the board of directors of Rockwood Holdings, Inc. for use at Rockwood's 2011 annual meeting of stockholders and at any adjournment of the annual meeting. You are cordially invited to attend the annual meeting, which will be held at our offices located at 100 Overlook Center, Princeton, New Jersey 08540, on Friday, May 6, 2011 at 9:00 a.m. local time. For driving directions to our offices, please call (609) 514-0300.

Stockholders Entitled to Vote

        The record date for the annual meeting is March 16, 2011. Only stockholders of record as of the close of business on that date are entitled to notice of, and to vote at, the annual meeting. As of March 16, 2011, there were 76,207,777 shares of common stock outstanding.

Required Vote

        The presence in person or by proxy of the holders of a majority of the shares outstanding on the record date is necessary to constitute a quorum for the transaction of business at the meeting. Each stockholder is entitled to one vote, in person or by proxy, for each share of common stock held as of the record date on each matter to be voted upon. Abstentions and broker non-votes are included in determining whether a quorum is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that item and has not received instructions from the beneficial owner.

        Directors will be elected by a plurality of the votes present in person or represented by proxy and entitled to vote in the election of directors at the annual meeting. Thus, an abstention or broker non-vote will have no effect on the outcome of the vote on election of directors at the annual meeting. For the ratification of the appointment of Deloitte & Touche LLP, the vote on named executive officer compensation and the vote on the frequency of stockholder vote on compensation of our named executive officers and certain other matters, the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter at the annual meeting is required.

        The votes on proposals 2, 3 and 4 (ratification of the appointment of Deloitte & Touche LLP, non-binding vote on the compensation paid to our named executive officers and non-binding vote on frequency of stockholder votes on compensation of our named executive officers, respectively) are advisory in nature and are non-binding.

        In determining the results of the non-binding vote on named executive officer compensation, abstentions will have the same effect as a vote against the proposal and broker non-votes will have no effect on the proposal, as they are not counted as "shares entitled to vote on the subject matter" for voting purposes. In determining the results of the vote on the frequency of the stockholder vote on the compensation paid to our named executive officers, abstentions will have the same effect as a vote against each option, and broker non-votes will have no effect on the vote. In determining the

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ratification of the appointment of Deloitte & Touche LLP, abstentions will have the same effect as a vote against the proposal.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 6, 2011.

        We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the internet. This proxy statement and our 2010 Annual Report to Stockholders are available at our website at http://www.rocksp.com/rock_english/ir/irdownld.asp. In addition, in accordance with Securities and Exchange Commission ("SEC") rules, you may access our proxy statement at https://materials.proxyvote.com/774415, which does not have "cookies" that identify visitors to the site.

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BOARD RECOMMENDATIONS AND APPROVAL REQUIREMENTS

        Delaware law and Rockwood's certificate of incorporation and by-laws govern the vote on each proposal. The board of directors' recommendation is set forth together with the description of each item in this proxy statement. In summary, the board of directors' recommendations and approval requirements are:

Proposal 1.
Election of Directors

        The first item to be voted on is the election of the three Class III directors listed herein to serve until their successors are duly elected and qualified. The board of directors has nominated three people as directors, each of whom is currently serving as a director of Rockwood.

        You may find information about these nominees—Brian F. Carroll, Todd A. Fisher and Douglas L. Maine—beginning on page 7.

        You may vote in favor of all the nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. Assuming a quorum is present, each share of common stock may be voted for as many nominees as there are directors to be elected. Directors will be elected by a plurality of the votes cast. Stockholders may not cumulate their votes. Abstentions and broker non-votes will have no effect on the outcome of the vote on election of directors at the annual meeting.

        The board of directors unanimously recommends a vote FOR each director nominee listed herein.

Proposal 2.
Ratification of Appointment of Independent Registered Public Accounting Firm

        The second item to be voted on is the ratification of the appointment of Deloitte & Touche LLP as Rockwood's independent registered public accounting firm for the fiscal year ending December 31, 2011.

        You may find information about this proposal beginning on page 10.

        You may vote in favor of the proposal, vote against the proposal, or abstain from voting. Assuming a quorum is present, the proposal will pass if approved by a majority of the shares present in person or represented and entitled to vote on the matter. Abstentions will have the same effect as votes against the proposal. We believe that there can be no broker non-votes with respect to Proposal 2 because brokers should have discretion under current stock exchange rules to vote uninstructed shares on Proposal 2.

        The board of directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as Rockwood's independent registered public accounting firm.

Proposal 3.
Non-Binding Vote on the Compensation Paid to Our Named Executive Officers

        The third item to be voted on is a non-binding vote on the compensation paid to our named executive officers.

        You may find information about this proposal beginning on page 11.

        You may vote in favor of the proposal, vote against the proposal, or abstain from voting. Assuming a quorum is present, the proposal will pass if approved by a majority of the shares present in person or represented and entitled to vote on the matter. Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the proposal, as they are not counted as "entitled to vote on the subject matter" for voting purposes.

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        The board of directors unanimously recommends a vote FOR the approval of the compensation paid to our named executive officers.

Proposal 4.
Non-Binding Vote on the Frequency of Stockholder Vote on Named Executive Officer Compensation

        The fourth item to be voted on is the recommendation whether a non-binding stockholder vote on the compensation of our named executive officers should occur every one, two or three years.

        You may find information about this proposal beginning on page 12.

        You may vote in favor of the non-binding stockholder vote occurring every one year, two years or three years, or abstain from voting. Assuming a quorum is present, the option receiving the majority of the shares present in person or represented and entitled to vote on the matter will be approved. Abstentions will have the same effect as votes against each of the options. Broker non-votes will have no effect on the proposal, as they are not counted as "entitled to vote on the subject matter" for voting purposes.

        The board of directors unanimously recommends that you vote "THREE YEARS" with respect to how frequently a non-binding stockholder vote on the compensation paid to our named executive officers should occur.

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

        As of the date of this proxy statement, the board of directors was not aware of any other business to be presented for a vote of the stockholders at the annual meeting. If any other matters are properly presented for a vote, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

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PROXIES AND VOTING PROCEDURES

        Your vote is important and you are encouraged to vote your shares promptly.

How Proxies are Voted

        You may vote by completing and mailing the enclosed proxy card or by voting in person at the annual meeting. Each proxy will be voted as directed. However, if a proxy solicited by the board of directors does not specify how it is to be voted, it will be voted as the board of directors recommends—that is, FOR the election of the three nominees for Class III director named in this proxy statement, FOR the ratification of the appointment of Deloitte & Touche LLP as Rockwood's independent registered public accounting firm for the fiscal year ending December 31, 2011, FOR the approval of the compensation paid to our named executive officers, and "THREE YEARS" with respect to how frequently a non-binding stockholder vote on the compensation paid to our named executive officers should occur. If any other matters are properly presented at the annual meeting for consideration, such as consideration of a motion to adjourn the annual meeting to another time or place, the persons named as proxies will have discretion to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. As of the date of this proxy statement, we did not anticipate that any other matters would be raised at the annual meeting.

How to Revoke or Change Your Proxy

        If you submit a proxy and then wish to change your vote or vote in person at the annual meeting, you will need to revoke the proxy that you have submitted. You can revoke your proxy at any time before it is voted by delivery of a properly executed, later-dated proxy or a written revocation of your proxy. A later-dated proxy or written revocation of your proxy must be received before the annual meeting by the Corporate Secretary of Rockwood, Thomas J. Riordan, at Rockwood Holdings, Inc., 100 Overlook Center, Princeton, New Jersey 08540, or it must be delivered to the Corporate Secretary at the annual meeting before proxies are voted. You will be able to change your proxy as many times as you wish prior to its being voted at the annual meeting, and the last proxy received chronologically will supersede any prior proxies.

Method and Cost of Proxy Solicitation

        This proxy solicitation is being made on behalf of Rockwood and the expense of preparing, printing and mailing this proxy statement is being paid by us. Proxies may be solicited by officers, directors and employees of Rockwood in person, by mail, telephone, facsimile or other electronic means. We will not specifically compensate those persons for their solicitation activities. In accordance with the regulations of the SEC and the New York Stock Exchange ("NYSE"), we will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expense incurred in sending proxies and proxy materials to beneficial owners of our common stock.

Stockholder Director Nominations and Proposals for the 2012 Annual Meeting

        Pursuant to Rockwood's by-laws, stockholders may present director nominations and proposals that are proper subjects for consideration at an annual meeting. Rockwood's by-laws require all stockholders who intend to nominate persons for election to the board of directors or make proposals at an annual meeting to give timely notice thereof in writing to the Corporate Secretary of Rockwood, Thomas J. Riordan, at Rockwood Holdings, Inc., 100 Overlook Center, Princeton, New Jersey 08540. Our by-laws require advance notice by any stockholder who proposes director nominations or any other business for consideration at a stockholders' meeting. To be timely, notice to our Corporate Secretary must be received at the above address not less than 90 days nor more than 120 days prior to the first

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anniversary of the date on which Rockwood first mailed its proxy materials for the previous year's annual meeting, after which point a stockholder proposal will be considered untimely. In the event that the date of the 2012 annual meeting is changed by more than 30 days from the anniversary date of the previous year's meeting, stockholder notice must be so delivered not earlier than 120 days prior to the 2012 annual meeting and not later than the close of business on the later of the 90th day prior to the 2012 annual meeting or the 10th day following the day on which public announcement of the date of the 2012 annual meeting is first made. However, if the number of directors to be elected to the board of directors of Rockwood is increased and there is no public announcement by Rockwood naming all of the nominees for director or specifying the size of the increased board of directors at least 100 calendar days prior to the anniversary of the mailing of proxy materials for the prior year's annual meeting, then a stockholder notice only with respect to nominees for any new positions created by such increase must be received by the Corporate Secretary of Rockwood not later than the close of business on the 10th calendar day following such public announcement. Please refer to our by-laws for certain other related requirements.

        If any stockholder wishes to propose a matter for consideration at our 2012 annual meeting of stockholders, the proposal should be mailed by certified mail, return receipt requested, to our Corporate Secretary at the address in the previous paragraph. To be eligible under the SEC's stockholder proposal rule (Rule 14a-8(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) for inclusion in our 2012 annual meeting proxy statement and for a form of proxy to be made available in March 2012, a proposal must be received by our Corporate Secretary on or before November 29, 2011.

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PROPOSAL ONE

ELECTION OF DIRECTORS

        The first agenda item to be voted on is the election of three Class III directors to serve until their successors are duly elected and qualified.

General Information

        The board of directors currently consists of seven directors, and is divided into three classes—Class I, Class II and Class III. Directors are generally elected for three-year terms on a staggered term basis, so that each year the term of office of one class will expire and the terms of office of the other classes will extend for additional periods of one and two years, as applicable. The term of office for current Class III directors expires at the 2011 annual meeting. The term of office for Class I and Class II directors will expire at the 2012 annual meeting of stockholders and the 2013 annual meeting of stockholders, respectively.

        This full board of directors has considered and nominated this year's nominees to serve for a three-year term expiring at the 2014 annual meeting of stockholders. It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of the nominees designated below, except in cases of proxies bearing contrary instructions. We have inquired of the nominees and confirmed that they will serve if elected. If, for any reason, any nominee becomes unavailable for election and the board of directors selects a substitute nominee, the proxies will be voted for the substitute nominee selected by the board of directors. The board of directors has no reason to believe that any of the named nominees is not available or will not serve if elected.

        The nominees are current directors of Rockwood, and a description of the background of each is set forth below. Immediately thereafter is a description of the background of each of the existing directors whose terms of office extend beyond the annual meeting.

Nominees for Election at the Annual Meeting

        Brian F. Carroll has been a director of Rockwood since 2000, and a member of KKR Management LLC, the general partner of KKR & Co. L.P., the parent company of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, "KKR"), since January 2006, and an executive of KKR since 1999. In addition, Mr. Carroll was an executive at KKR from 1995 to 1997, at which time he left KKR to attend business school at Stanford University. Prior to joining KKR in 1995, Mr. Carroll was with Donaldson Lufkin & Jenrette Securities Corporation. Mr. Carroll is a member of the boards of directors of Sealy Corporation, Harman International Industries, Incorporated and Laureate Education, Inc. Mr. Carroll has a B.S. from the University of Pennsylvania and a M.B.A. from Stanford University.

        Todd A. Fisher has been a director of Rockwood since 2000. Mr. Fisher is currently the global Chief Administrative Officer for KKR, is a member of KKR Management LLC, the general partner of KKR & Co. L.P., and has been an executive of KKR since 1993. Prior to joining KKR, he was with Goldman, Sachs & Co. in its Corporate Finance Department. Mr. Fisher is a member of the boards of directors of Maxeda B.V. and Northgate Information Solutions plc. Previously, he was on the following boards of directors: Accuride Corporation, ALEA Group Holdings AG, and Bristol West Insurance

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Group. Mr. Fisher has a B.A. from Brown University, a M.A. from Johns Hopkins University and a M.B.A. from The Wharton School of the University of Pennsylvania.

        Douglas L. Maine has been a director of Rockwood since August 2005. Mr. Maine joined International Business Machines in 1998 as Chief Financial Officer following a 20 year career with MCI, where he was Chief Financial Officer from 1992-1998. He was named General Manager of ibm.com in 2000, General Manager of Consumer Products Industry in 2003 and retired in 2005. Mr. Maine is also a member of the board of directors of Alliant Techsystems, Inc and Broadsoft, Inc. Mr. Maine is a Limited Partner and Senior Advisor with Brown Brothers Harriman. Mr. Maine has a B.S. from Temple University and a M.B.A. from Hofstra University.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES LISTED ABOVE.

Directors Whose Terms Do Not Expire This Year

        Nance K. Dicciani has been a director of Rockwood since June 2008 and lead independent director since October 2009. From 2001 to her retirement in April 2008, Dr. Dicciani was the President and Chief Executive of Honeywell International Inc.'s $4.9 billion revenue specialty materials business. Prior to joining Honeywell in 2001, she was with Rohm and Haas Company, serving as Senior Vice President and Business Group Executive of chemical specialties and Director, European Region. In 2006, President George W. Bush appointed Dr. Dicciani to the President's Council of Advisors on Science and Technology. Dr. Dicciani also serves on the boards of directors of Praxair Inc. and Halliburton Co. and the board of Trustees of Villanova University. Dr. Dicciani is an Operating Partner of Advent International Corp. Dr. Dicciani earned degrees in chemical engineering, including a B.S. from Villanova University, an M.S. from the University of Virginia and a Ph.D. from the University of Pennsylvania. She also earned a M.B.A. from the Wharton School of the University of Pennsylvania.

        J. Kent Masters has been a director of Rockwood since May 2007. Mr. Masters has been a member of the Executive Board of Linde AG, a global leader in manufacturing and sales of industrial gases, with responsibility for the Americas, Africa and the South Pacific since 2006. Prior to joining Linde AG, Mr. Masters was a member of the board of directors of BOC Group, plc, a global industrial gas company, which was acquired by Linde AG in 2006. At BOC Group, plc, he served as President, Process Gas Solutions-Americas, from 2002-2005, and as Chief Executive, Industrial and Special Products, from 2005 until 2006. Mr. Masters is the non-executive Chairman of African Oxygen Limited, a public company traded on the Johannesburg Stock Exchange. Mr. Masters has a B.Sc. degree in chemical engineering from Georgia Institute of Technology and a M.B.A. from New York University.

        Seifi Ghasemi has been Chairman and Chief Executive Officer of Rockwood and our subsidiary, Rockwood Specialties Group, Inc., since November 2001. From 1997 to 2001 he was with GKN, plc, a $6.0 billion revenue per year global industrial company. He served as a director of the Main Board of GKN, plc and was Chairman and Chief Executive Officer of GKN Sinter Metals, Inc. and Hoeganes Corporation. Before that, for 18 years, Mr. Ghasemi was with BOC Group, plc, a $7.0 billion revenue per year global industrial gas company, which is now part of Linde AG. He was a director of the Main Board of BOC Group, plc, President, BOC Gases Americas and Chairman and Chief Executive Officer of BOC Process Plants, Ltd. and Cryostar. Mr. Ghasemi also serves on the board of directors of

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EnerSys. Mr. Ghasemi has a Masters of Science degree in Mechanical Engineering from Stanford University.

        Sheldon R. Erikson has been a director of Rockwood since November 2005. Mr. Erikson has been the Chairman of Cameron International Corporation, a global manufacturer, provider and servicer of petroleum equipment, since 1996 and served as President and Chief Executive Officer from 1995 to 2008. He was Chairman from 1988 to 1995, and President from 1987 to 1995, of The Western Company of North America, an international petroleum service company. He also serves on the boards of directors of the National Petroleum Council, the American Petroleum Institute, the Petroleum Equipment Suppliers Association and the National Association of Manufacturers. Mr. Erikson studied at the University of Illinois and has a M.B.A. from Harvard University.

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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

        The second agenda item to be voted on is the ratification of the appointment of Deloitte & Touche LLP as Rockwood's independent registered public accounting firm for the fiscal year ending December 31, 2011.

        The audit committee of the board of directors has appointed Deloitte & Touche LLP to audit our consolidated financial statements for the fiscal year ending December 31, 2011. We are asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

        Even if the appointment is ratified, the audit committee may in its discretion 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 interests of Rockwood and our stockholders. If the appointment is not ratified by our stockholders, the audit committee will reconsider the appointment.

        A representative of Deloitte & Touche LLP is expected to attend the annual meeting and be available to respond to appropriate questions. The representative will be afforded an opportunity to make a statement if he or she desires to do so.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ROCKWOOD'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

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PROPOSAL THREE

NON-BINDING VOTE ON THE COMPENSATION PAID
TO OUR NAMED EXECUTIVE OFFICERS

        The third agenda item to be voted on is a non-binding vote on the compensation paid to our named executive officers.

        In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act")) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to a non-binding vote on the compensation of our named executive officers as disclosed on pages 26 to 60.

        RESOLVED, that the stockholders approve the executive compensation as discussed and disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement.

        In considering their vote, we encourage stockholders to review the information on Rockwood's compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 26 to 60, as well as the discussion regarding the Compensation Committee on pages 16 to 18.

        In particular, stockholders should consider the following in determining whether to vote for this proposal:

•

our CEO and Chairman agreed to reduce his salary in 2010 and our other named executive officers were not awarded increases in their base salaries in 2009, 2010 and 2011;



•

the Compensation Committee further aligned executive and stockholder interests by increasing the bonus targets under our Short-Term Incentive Plan for our named executive officers for 2010 to drive our financial performance;



•

a substantial amount (approximately 80% for our CEO and Chairman and approximately 70% for our other named executive officers) of the targeted total compensation of our named executive officers is at-risk or based upon the concept of pay-for-performance;



•

the Company had strong financial results for the fiscal year 2010 and accomplished certain important strategic objectives, as set forth in detail in "Compensation Discussion and Analysis—2010 Financial and Operating Performance and Compensation";



•

the Compensation Committee has adopted stock ownership guidelines, which require our CEO and Chairman to hold six times his salary in our common stock and our other named executive officers to hold 3 times their salary in our common stock; and



•

tax gross-ups were eliminated for all benefits in 2010 except for those related to change-in-control under grandfathered agreements with our named executive officers and the Compensation Committee does not intend to award tax gross-ups in the future.

        Our board of directors will take into account the outcome of the vote when considering future executive compensation arrangements as it deems appropriate.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL FOUR

NON-BINDING VOTE ON THE FREQUENCY OF STOCKHOLDER VOTE
ON NAMED EXECUTIVE OFFICER COMPENSATION

        The fourth agenda item to be voted on is frequency of the non-binding vote on named executive officer compensation.

        In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to recommend, in a non-binding vote, whether a non-binding stockholder vote on the compensation of our named executive officers (that is, votes similar to the non-binding vote in Proposal 3 on page 11) should occur every one, two or three years.

        In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal 3 on page 11, the information on Rockwood's compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 26 to 60, as well as the discussion regarding the Compensation Committee on pages 16 to 18.

        We believe a three-year frequency is most consistent with our long-term objectives, as a triennial policy would:

•

permit stockholders, directors and managers to evaluate the effects of our compensation program on long-term performance considering much of our executive's compensation is based on performance measures, including Adjusted EBITDA and stockholder return;



•

align "say on pay" with the goal of long-term performance;



•

provide stockholders with an opportunity to review more historical data to assess the effectiveness of our compensation programs;



•

allow stockholders to engage in more thoughtful analysis and voting by providing more perspective between votes; and



•

provide the Compensation Committee and management with the time necessary to implement improvements and changes in our compensation philosophy and programs, if necessary, to address concerns raised by stockholders.

        As discussed in the Compensation Discussion and Analysis, a very substantial amount of the total compensation of our named executive officers is at-risk variable compensation. In recent years, the Compensation Committee has further shifted the compensation mix towards variable compensation. For example, the Compensation Committee adopted changes to our long-term incentive program in December 2010 to focus the program on creating stockholder value over a three year period across economic cycles and reward our named executive officers based upon the long-term performance of our common stock. The Board believes that awards of such duration allow sufficient time to evaluate the long-term performance and effectiveness of our named executive officers and the Compensation Committee's philosophy and policies. A triennial vote also gives the Compensation Committee sufficient time to evaluate and respond to stockholder input and implement changes in our compensation programs. The Board believes an annual vote could undermine the objectives of the compensation program by focusing our named executive officers on short-term behavior and measures.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "THREE YEARS" WITH RESPECT TO HOW FREQUENTLY A NON-BINDING STOCKHOLDER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR.

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OTHER MATTERS

        As of the date of this proxy statement, we know of no business that will be presented for consideration at the annual meeting other than the items referred to above. If any other matter is properly brought before the annual meeting for action by stockholders, proxies in the enclosed form returned to Rockwood will be voted in accordance with the recommendation of the board of directors, or in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

CORPORATE GOVERNANCE AND RELATED MATTERS

Director Independence

        Currently, in accordance with NYSE rules, the audit, the compensation, and the corporate governance and nominating committees are each comprised entirely of independent directors. The board of directors has determined that Nance K. Dicciani, Sheldon R. Erikson, Douglas L. Maine and J. Kent Masters are independent directors within the meaning of applicable NYSE listing standards and the applicable provisions of the Exchange Act.

        When making "independence" determinations, the board of directors broadly considers all relevant facts and circumstances as well as any other facts and considerations specified by the NYSE, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to Rockwood. When assessing the materiality of a director's relationship with Rockwood, the board of directors considers the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The board of directors has adopted categorical standards designed to assist the board of directors in assessing director independence. The categorical standards can be found in the Company's Corporate Governance Guidelines, which are available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section. The categorical standards set forth certain relationships between the Company and the directors and their immediate family members, or entities with which they are affiliated, that the board of directors, in its judgment, has determined to be material or immaterial in assessing director independence. The Company's Corporate Governance Guidelines and the categorical standards have been designed to align with the independence standards of the NYSE.

        The board has determined that the following relationships will not be considered material relationships that would impair a director's independence:

•

the director beneficially owns, or is an employee or affiliate of another company or entity that beneficially owns, less than 10% of Rockwood's common stock;



•

the director is a current employee or an immediate family member of the director is a current executive officer of another company that makes payments to or receives payments from Rockwood for property or services in an amount which does not exceed and has not for each of the last three years exceeded the greater of $1,000,000 or 2% of the consolidated gross revenues of such other company; and



•

the director serves as an executive officer, director or trustee of a tax exempt organization, and Rockwood's contributions to such tax exempt organization do not exceed and have not for each of the last three years exceeded the greater of $1,000,000 or 2% of such tax exempt organization's consolidated gross revenues.

On an annual basis, each member of the board of directors is required to complete a questionnaire designed in part to provide information to assist the board in determining whether the director is independent under NYSE rules and our Corporate Governance Guidelines. In addition, the directors or potential directors have an affirmative duty to disclose to our corporate governance and nominating committee relationships which may impair their independence.

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        Our corporate governance and nominating committee reviews all relationships and transactions for compliance with the standards described above and makes a recommendation to the Board regarding the independence of the directors of the Company. For those directors identified as independent, the Company and the Board are aware of no relationships or transactions with the Company or management.

Meetings of the Board of Directors

        The board of directors is required to meet at least four times annually or more frequently as circumstances dictate. The board of directors met five times in 2010, either in person or by telephone. All directors are expected to participate whether in person or by telephone in all board meetings. Each director attended at least 75% of all board of directors and applicable committee meetings during 2010. All directors attended the 2010 annual meeting of stockholders held on May 6, 2010.

Board Role in Risk Management

        Rockwood is exposed to a number of risks, including geo-political risks, financial risks, strategic risks, operational risks, risks relating to general economic conditions and their effect on certain industries, and risks relating to regulatory and legal compliance. The board of directors oversees the company-wide risk management function of the Company with the assistance of the audit committee, the corporate governance and nominating committee, the compensation committee and a risk management committee comprised of a group of management employees from various functional groups. The senior executives manage and mitigate, to the extent possible, material risks on a day-to-day basis. The roles of each of these director and management committees are as follows:

•

Audit Committee—the audit committee of the board of directors is generally responsible for oversight of the system of compiling and reporting risk and the oversight of material financial risk exposures;



•

Corporate Governance and Nominating Committee—the corporate governance and nominating committee of the board of directors is generally responsible for the oversight of certain other material risk exposures, such as compliance risk and safety, health and environmental risk;



•

Compensation Committee—the compensation committee of the board of directors is responsible for the compensation policies and programs and how they relate to risk; and



•

Risk Management Committee—the risk management committee, which is comprised of members of the management team of the Company with backgrounds in finance, operations, legal, regulatory and safety, health and environmental compliance, is responsible for developing an ongoing enterprise risk management system to identify, collect, compile and assess significant exposures. The risk management committee reports directly to the senior executives on a regular basis about the nature of significant risks and, if possible, makes recommendations to manage and mitigate such risks. The risk management committee periodically, or as appropriate, reports material risks to the audit committee, the corporate governance and nominating committee and the board of directors.

Each of these committees along with the senior executives is responsible for periodically reporting to the board of directors the material risks facing the Company and highlighting any new material risks that may have arisen since they last met.

Audit Committee

        Our audit committee currently consists of Nance K. Dicciani, Douglas L. Maine and J. Kent Masters. Mr. Maine is the chairperson of our audit committee. The board of directors has determined that all of the members of the audit committee are financially literate and meet the independence

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requirements mandated by the applicable NYSE listing standards, Section 10A(m)(3) of the Exchange Act and our independence standards and that Mr. Maine is an audit committee financial expert. Our audit committee is responsible for:

•

oversight of the quality and integrity of the Company's financial statements and financial disclosures;



•

oversight of the financial reporting process;



•

oversight of the independent auditors' retention/termination, qualifications and independence;



•

oversight of the Company's internal audit function and the risk management reporting process;



•

oversight of the Company's compliance with legal and regulatory requirements;



•

preparing reports to be included in the Company's proxy statement and reporting regularly to the board of directors; and



•

performing any functions required to be performed by it and as otherwise appropriate under applicable law, rules or regulations, the Company's by-laws and the resolutions or other directives of the board of directors, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.

        The audit committee has adopted a formal policy concerning the pre-approval of audit and non-audit services to be provided by our independent registered public accounting firm. The policy requires that all services to be performed by Deloitte & Touche LLP and its affiliates, including audit services, audit-related services and permitted non-audit services, be pre-approved by the audit committee. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is subject to a budget. Specific services being provided by the independent accountants are regularly reviewed in accordance with the pre-approval policy and the audit committee may pre-approve particular services on a case-by-case basis. The audit committee has delegated the authority to grant pre-approvals to Mr. Maine, the audit committee chair, when the full audit committee is unable to do so. At each subsequent audit committee meeting, the audit committee reviews these pre-approvals, receives updates on the services actually provided by the independent accountants, and management may present additional services for approval. For 2010, the audit committee pre-approved all audit, audit-related and non-audit services performed by Deloitte & Touche LLP.

        Our audit committee is required to meet at least four times annually or more frequently as circumstances dictate. The committee met eight times in 2010.

        Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

Audit Committee Report

        The audit committee reviews Rockwood's financial reporting process on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on those audited consolidated financial statements in conformity with accounting principles generally accepted in the United States.

        In fulfilling its responsibilities, the audit committee has reviewed and discussed the audited consolidated financial statements contained in Rockwood's Annual Report on Form 10-K for the year ended December 31, 2010 with Rockwood's management and independent registered public accounting firm. The audit committee has also discussed with the independent registered public accountant the

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matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. In addition, the audit committee reviewed and discussed with the independent registered public accounting firm the auditor's independence from Rockwood and its management, including the matters in the written disclosures and letter which were received by the audit committee from the independent registered public accountant, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the audit committee concerning independence.

        Based on the reviews and discussions referred to above, the audit committee approved the audited consolidated financial statements and recommended to the board of directors that they be included in Rockwood's Annual Report on Form 10-K for the year ended December 31, 2010 for filing with the SEC. The audit committee has also appointed Deloitte & Touche LLP as Rockwood's independent registered public accounting firm and is presenting its appointment to the stockholders for ratification.

        The preceding audit committee report is provided only for the purpose of this proxy statement. This report shall not be incorporated, in whole or in part, in any other Rockwood filing under the Securities Act of 1933, as amended, or the Exchange Act.

Compensation Committee

        The compensation committee (the "Committee") currently consists of Nance K. Dicciani, Sheldon R. Erikson and J. Kent Masters. Mr. Erikson is the chairperson of the Committee. The Committee is comprised solely of independent directors.

        The Committee is responsible for:

•

establishing and reviewing our overall compensation philosophy;



•

reviewing compensation policies, plans and programs and how they relate to risk;



•

reviewing and approving the compensation and performance review of our chief executive officer and other executive officers;



•

reviewing and recommending to the board of directors the compensation of our directors;



•

reviewing and approving employment contracts and other similar arrangements between us and our chief executive officer and other executive officers;



•

reviewing and consulting with the chairman and chief executive officer on the selection of officers and evaluation of executive performance and other related matters;



•

administration of equity plans and other incentive compensation plans; and



•

such other matters that are specifically delegated to the Committee by the board of directors from time to time.

        The Committee may form one or more subcommittees. The Committee shall be entitled to delegate any or all of its responsibilities to any subcommittee of the Committee and each subcommittee may take such actions as may be delegated by the Committee.

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        The Committee is required to meet at least two times annually, or more frequently, as circumstances dictate. The Committee met six times in 2010.

        Our board of directors has adopted a written charter for the Committee which is available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

        The Committee reviews and approves our executive compensation program on an annual basis. The Committee has authority to engage consultants in connection with compensation related matters. In 2010, the Committee retained the firm of Frederic W. Cook & Co., Inc. ("Cook & Co."), an internationally recognized human resources consultant to assist the Committee in evaluating the compensation of our directors, named executive officers and certain key employees and to assess our compensation program against other companies in our industry and related industries. In connection with its review, Cook & Co. generally evaluated the following elements of our compensation program:

•

current compensation program for our named executive officers including base salary, annual and long-term incentives, benefits and perquisites and stock ownership guidelines;



•

a competitive analysis of compensation levels for the Company's eight most senior executives including base salary, annual bonus and long-term incentives;



•

an assessment of share usage and overhang at Rockwood relative to the current and 3-year average levels among the peer frame;



•

an analysis of the aggregate value of Rockwood's long-term incentive grants on an absolute basis and as a percent of market capitalization and revenue, relative to the current and 3-year average levels among the peer frame; and



•

the compensation of our board of directors.

        Cook & Co. compared these elements of compensation for our named executive officers to our peer group. Cook & Co. also compiled and presented published survey data, which is used as a broader industry reference for compensation of nondurable manufacturing organizations. This data reflected industry information for functionally comparable positions at organizations of similar size to Rockwood and was referenced by the Committee as general information in evaluating compensation. Specifically, Cook & Co. provided data for public companies of comparable business character and size, including companies in the chemical industry, that include Air Products and Chemicals, Inc., Albemarle Corporation, Cabot Corporation, Celanese Corporation, Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, The Lubrizol Corporation, Nalco Holding Company, RPM International Inc., Sigma-Aldrich Corporation, W.R. Grace & Co. and The Valspar Corporation. In addition, Cook & Co. compared the compensation of our named executive officers to published compensation survey data for similar executive job descriptions. Finally, Cook & Co. evaluated the compensation of our non-employee directors. In 2010, Rockwood paid Cook & Co. $100,268 for assessing the amount and form of compensation for our non-employee directors, named executive officers and certain other key executives.

        The Committee sets the primary components of compensation for our chairman and chief executive officer based on our overall compensation philosophy and following consultation with Cook & Co. For compensation decisions related to our other named executive officers, our chairman and chief executive officer makes recommendations to the Committee which, in consultation with Cook & Co., ultimately determines such compensation.

Risk Analysis of Performance-Based Compensation Plans

        The vast majority of compensation provided to our named executive officers and key employees is performance-based. Our compensation programs encourage our named executive officers and key employees to remain focused on both short- and long-term financial measures. For example, certain of

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our performance-based restricted stock unit awards vest based upon growth in our three-year annualized earnings per share and earnings before interest, taxes, depreciation and amortization and certain other adjustments ("Adjusted EBITDA") while other performance-based restricted stock unit awards vest based on total stockholder return. In addition, the nature of stock option, market stock unit and restricted stock unit awards generally encourage our named executive officers and key employees to focus on sustained stock price appreciation. Similarly, in certain years under the 2009 Rockwood Holdings, Inc. Short-Term Incentive Plan ("Short-Term Incentive Plan"), the targets measure our financial performance against annual budget targets for Adjusted EBITDA and working capital and focus primarily on short-term financial measures. Accordingly, we believe the mix of compensation is such that it does not encourage excessive risk taking. Rockwood also has stock ownership guidelines that require long-term equity ownership by senior executives and "claw-back" provisions related to our annual cash incentive and our December 2010 long-term incentive grant that discourage excessive risk taking.

Compensation Committee Report

        The Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Compensation Committee Interlocks and Insider Participation

        The compensation levels of our executive officers are currently determined by the Committee as described in this proxy statement. None of our executive officers currently serves or has served as a director or member of the Committee, or other committee serving an equivalent function, of any entity of which an executive officer currently serves or is expected to serve as a director or a member of the Committee.

Corporate Governance and Nominating Committee

        Our corporate governance and nominating committee currently consists of Nance K. Dicciani, Sheldon R. Erikson, and Douglas L. Maine. Dr. Dicciani is the chairperson. The corporate governance and nominating committee is comprised solely of independent directors.

        The corporate governance and nominating committee is responsible for:

•

developing corporate governance guidelines;



•

developing and recommending criteria for selecting new directors;



•

overseeing the evaluation of the board of directors and individual board members;



•

reviewing and evaluating succession plans, including screening and recommending to the board of directors individuals qualified to become executive officers;



•

overseeing and approving the management continuity planning process;



•

overseeing certain material risk exposures, such as compliance and safety, health and environmental risk; and

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•

handling such other matters that are specifically delegated to the corporate governance and nominating committee by the board of directors from time to time.

        In nominating candidates to serve as directors, the board of directors' objective, with the assistance of the corporate governance and nominating committee, is to select individuals whose particular experience, qualifications, attributes and skills can be of assistance to management in operating our business and enable the board of directors to satisfy its oversight responsibility effectively. In identifying prospective director candidates, the corporate governance and nominating committee may seek referrals from other members of the board of directors, management, stockholders and other sources. When evaluating the recommendations of the corporate governance and nominating committee, the board of directors considers, among other things, whether individual directors possess the following personal characteristics: high ethical standards, integrity, accountability, informed judgment, financial literacy, mature confidence and high performance standards. The board of directors believes that, as a whole, it should possess all of the following core competencies, with each candidate contributing knowledge, experience and skills in at least one domain: accounting and finance, business judgment, management, industry knowledge, leadership, international business experience and strategic vision. In addition, although the board of directors does not have a policy with regard to the consideration of diversity in identifying director nominees, among the many factors that the corporate governance and nominating committee carefully considers, are the benefits to the Company of national origin, gender, race, global business experience and cultural diversity in board composition.

        When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the board of directors to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the board of directors focused primarily on the information discussed in each of the board members' biographical information set forth on pages 7 to 9. In addition, the corporate governance and nominating committee considered the following characteristics about each director:

•

Seifi Ghasemi—Mr. Ghasemi's extensive business and strategic experience as a Chairman and CEO of Rockwood and other industrial companies, serving on the board of directors of another public corporation and strong technical and financial background leads the Company to conclude that he should continue to serve as a director of Rockwood;



•

Sheldon R. Erikson—Mr. Erikson's long-term experience as a Chairman and CEO of industrial companies leads the Company to conclude that he should continue to serve as a director of Rockwood;



•

Brian F. Carroll—Mr. Carroll's experience overseeing KKR investments, serving as a member of the board of directors of other public companies, serving on the board of Rockwood since 2000 and strong capital markets experience leads the Company to conclude that he should be re-elected as a director of Rockwood;



•

Todd A. Fisher—Mr. Fisher's experience overseeing KKR investments, serving as a member of other public boards of directors, serving on the board of Rockwood since 2000 and strong mergers and acquisition and capital markets experience leads the Company to conclude that he should be re-elected as a director of Rockwood;



•

Douglas L. Maine—Mr. Maine's extensive financial background, management experience with a large global company, and serving as a director of two other public companies leads the Company to conclude that he should be re-elected as a director of Rockwood;



•

Nance K. Dicciani—Dr. Dicciani's experience as chief executive of specialty chemicals and materials businesses of large global public chemical companies and strong technical background leads the Company to conclude that she should continue to serve as a director of Rockwood; and

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•

J. Kent Masters—Mr. Masters' experience in strategic and operational leadership roles for a global industrial company leads the Company to conclude that he should continue to serve as a director of Rockwood.

        For a description of the procedures for stockholders to submit proposals regarding director nominations, see "Director Candidate Recommendations by Stockholders" below.

        Our corporate governance and nominating committee is required to meet at least two times annually or more frequently as circumstances dictate. Our corporate governance and nominating committee met four times in 2010.

        Our board of directors has adopted a written charter for the corporate governance and nominating committee which is available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

Board Structure

        In 2009, the board of directors reviewed the board leadership structure of Rockwood and determined that the combined role of Chairman and Chief Executive Officer was appropriate in light of, among other things, the market capitalization and size of the Company. Mr. Ghasemi's leadership abilities, as exemplified by his ability to transform the Company, and his other accomplishments since joining Rockwood makes him qualified to fill both positions. Our Corporate Governance Guidelines require the independent directors of the board to elect a lead independent director when the roles of Chairman and Chief Executive Officer are combined. Such lead independent director will be elected annually by plurality vote of the independent directors at the board meeting immediately following the annual meeting of stockholders. Although elected for a term of one year, the lead director is generally expected to serve for more than one year. Generally, no independent director may serve as a lead director for more than five consecutive years. The lead independent director is responsible for:

•

presiding at all non-management executive sessions;



•

presiding over all meetings of the board at which the Chairman is not present;



•

communicating to the CEO, together with the Chairperson of the Compensation Committee, the results of the board's evaluation of the CEO's performance;



•

collaborating with the CEO on the agenda for board meetings and the need for special meetings;



•

serving as a liaison for stockholders who request direct communication with the board; and



•

recommending, with committee chairpersons, to the board of directors the retention of consultants and advisors.

Our independent directors elected Nance K. Dicciani to serve as lead independent director.

Presiding Director of Non-Management Executive Sessions

        As described above, the board of directors has determined that at each executive session of non-management members of the board of directors, the lead independent director will preside at such session, and in the absence of the lead independent director, the non-management members in attendance will determine which member will preside at such session.

Corporate Governance Guidelines

        The board of directors has adopted Corporate Governance Guidelines which set forth the board of directors' core principles of corporate governance and categorical standards of independence and are designed to promote its effective functioning and assist the board of directors in fulfilling its responsibilities. The board of directors will review and amend these guidelines from time to time as it

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deems necessary and appropriate. The Corporate Governance Guidelines are available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

Codes of Business Conduct and Ethics

        We are committed to conducting business in accordance with the highest ethical standards and all applicable laws, rules and regulations. We have adopted a Code of Business Conduct and Ethics that applies to our employees, executive officers and directors and provide training on such Code of Business Conduct and Ethics and other compliance issues. In addition, we have adopted a Code of Ethics for Executive Officers and Financial Officers that applies to our executive officers and our financial officers. In accordance with, and to the extent required by, the rules and regulations of the SEC, we intend to post on our website at www.rocksp.com waivers or implicit waivers (as such terms are defined in Item 5.05 of Form 8-K of the Exchange Act) and amendments to the Code of Business Conduct and Ethics and the Code of Ethics for Executive Officers and Financial Officers that apply to any of our executive officers, including our chairman and chief executive officer, senior vice president and chief financial officer, senior vice president, law & administration and controller and principal accounting officer or other persons performing similar functions. Both codes are available on our website at www.rocksp.com in the "Investor Relations—Codes of Conduct" section, and upon written request by our stockholders at no cost.

Director Candidate Recommendations by Stockholders

        The corporate governance and nominating committee has adopted policies and procedures for director candidate recommendations by stockholders. The corporate governance and nominating committee will consider candidates recommended by stockholders in the same manner as candidates recommended to, or identified by, the corporate governance and nominating committee through other sources. Acceptance of a recommendation does not imply, however, that the committee will nominate the recommended candidate.

        Each recommendation should be accompanied by certain information relating to the stockholder making such recommendation, including, among other things, the full name and address of the stockholder and beneficial owner and information about the stock ownership and intentions of the recommending stockholder regarding the solicitation of proxies, as well as information concerning the recommended candidate, including the name, address and relevant qualifications of the recommended candidate, as well as a description of arrangements with respect to the nomination, if any, involving or affecting the recommending stockholder or beneficial owner and/or their respective affiliates. A stockholder who wishes to recommend a candidate for election to the board of directors should complete and submit a director recommendation form (which is attached as an exhibit to the policies and procedures for director candidate recommendations by stockholders) and submit it to the corporate governance and nominating committee:

        Stockholders who are recommending candidates for nomination in connection with the next annual meeting of stockholders should submit their completed director recommendation forms not less than

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ninety (90) days nor more than one hundred and twenty (120) days prior to (A) the anniversary of the mailing of proxy materials for the prior year's annual meeting of stockholders ("Anniversary Date"); or (B) the date of the annual meeting if such date is changed by more than thirty (30) days from the Anniversary Date. However, where the number of directors to be elected to the board of directors of the Company at an annual meeting is increased and there is no public announcement by the Company at least one hundred (100) days prior to the Anniversary Date, then the Director Recommendation Form shall be considered timely with respect to nominees for new positions if received by the Secretary of the Company within ten (10) calendar days following the Company's public announcement of such increase.

        A copy of these policies and procedures is available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

Stockholder and Interested Party Communications with the Board of Directors

        The corporate governance and nominating committee has adopted procedures for stockholders and other interested parties to communicate with Rockwood's board of directors. Stockholders and other interested parties may communicate with (i) the board of directors as a whole, (ii) the independent directors as a group, (iii) the lead independent director or other independent director, (iv) any other individual member of the board of directors or (v) any committee of the board of directors by submitting their communications to the appropriate person or group:

        All appropriate stockholder and interested party communications received by the senior vice president, law & administration, will be forwarded to the appropriate person or group. Inappropriate communications include those not related to the duties or responsibilities of the board of directors. In addition, the receipt of any accounting, internal controls or audit-related complaints or concerns will be forwarded to the audit committee.

        A copy of these procedures is available on our website at www.rocksp.com in the "Investor Relations—Corporate Governance" section, and upon written request by our stockholders at no cost.

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AUDIT AND RELATED FEES

        The following table summarizes aggregate fees billed or expected to be billed by Deloitte & Touche LLP and its affiliates for the fiscal years ended December 31, 2010 and 2009, with the following notes explaining the services underlying the table captions:

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(1)

Includes fees for the integrated audit of our annual consolidated financial statements and internal control over financial reporting, audits required by federal regulatory bodies, audits of certain joint ventures, review of the consolidated financial statements included in our Form 10-Qs, various services in connection with our other SEC filings, comfort letters and foreign subsidiary statutory audits.

(2)

Includes fees for services related to due diligence reviews of potential and consummated mergers, acquisitions and dispositions.

(3)

Includes fees for services related to tax compliance, including preparation of U.S. and foreign tax returns, responses to tax authorities and assistance on tax appeals and audits; tax planning and advice, including potential and completed restructuring of existing organizations and advice related to tax structuring for mergers, acquisitions and divestitures.

        For additional information, please see "Audit Committee" beginning on page 14.

EXECUTIVE OFFICERS

        In addition to Seifi Ghasemi, Rockwood's chairman and chief executive officer, whose biography is included on pages 8 to 9, Rockwood also has the following executive officers who are not directors.

        Robert J. Zatta (61) has been Senior Vice President and Chief Financial Officer of Rockwood and our subsidiary, Rockwood Specialties Group, Inc., since April 2001. Prior to joining Rockwood, he spent twelve years with the Campbell Soup Company, where he held several significant financial management positions, including his final position as Vice President responsible for Corporate Development and Strategic Planning. Prior to joining Campbell Soup Company in 1990, he worked for General Foods Corporation and Thomas J. Lipton, Inc. Mr. Zatta has a B.S. in Business Administration and a M.B.A. in Finance.

        Thomas J. Riordan (61) has been Senior Vice President, Law & Administration of Rockwood and Rockwood Specialties Group, Inc. since 2000. Prior to that, he was Vice President, Law & Administration of Laporte Inc. since 1992 and joined Laporte in 1989. Mr. Riordan worked for UOP from 1975 to 1989 where he held various positions, most recently Chief Litigation Counsel. Mr. Riordan has a B.A. in Liberal Arts, a M.B.A. and a J.D. He is also admitted to the Illinois Bar, has a New Jersey Limited In-House Counsel License, is a member of the American Bar Association and has taken part in the Wharton/Laporte Business Program.

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DIRECTOR COMPENSATION

        During 2010, we compensated our non-employee directors as follows:

        In October 2010, the Committee retained Cook & Co. to assist the Committee in evaluating the compensation of our non-employee directors against a similar peer group utilized in Cook & Co.'s study of our executive compensation program, which is described below under "Executive Compensation—Compensation Discussion and Analysis." Cook & Co.'s evaluation found that our non-employee director cash compensation is below the median in our peer group and equity compensation equates with the peer median. Accordingly, effective January 1, 2011, the Committee increased the cash compensation to our non-employee directors to $65,000 per year based upon a recommendation from Cook & Co. The Committee believes that this revised mix of cash-based and equity-based non-employee director compensation best serves Rockwood because it aligns the interests of our non-employee directors with the interests of our stockholders and allows us to be competitive in a tight market for the services of qualified non-employee directors. In addition, in 2010, the Committee, with assistance from Cook & Co., revised our stock ownership guidelines for our independent directors. According to these revised guidelines, each independent director will be required to own at least four times the annual cash compensation paid to such director by the Company. For the purposes of compliance with the revised guidelines, the value of the common stock owned is based upon an average of the last three months of the previous fiscal year's month-end closing stock prices measured in January of each year. Each independent director is currently in compliance with these guidelines.

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Individual Non-Employee Director Compensation for 2010

        The following table provides summary information concerning compensation paid to each of our non-employee directors, for services rendered to us during the year ended December 31, 2010. Our chief executive officer is not separately compensated for his service on the board of directors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

        This executive summary highlights key information from this Compensation Discussion and Analysis section. Please carefully review the more detailed disclosure below in order to gain a better understanding of our executive compensation program. Our named executive officers are Seifi Ghasemi, our chairman and chief executive officer, Robert J. Zatta, our senior vice president and chief financial officer, and Thomas J. Riordan, our senior vice president, law & administration and secretary.

2010 Financial and Strategic Highlights


•

From continuing operations, net sales increased 15.3% and our Adjusted EBITDA increased 24.4% as compared to 2009;



•

Total shareholder return for 2010 was among the top of our peer group at 66%;



•

Overall Adjusted EBITDA margins from continuing operations improved from 18.4% to 19.9% as compared to 2009; and



•

We generated significant cash flow and repaid approximately $291 million in term loans in 2010.


Compensation Overview


•

Our compensation program is designed to attract, motivate and retain highly qualified and talented professionals by providing compensation that is competitive with comparable employers and that aligns management's incentives with the interests of our stockholders.



•

To achieve these objectives, our senior management compensation is comprised of three main components: fixed annual cash compensation through salaries; variable annual cash compensation through incentives tied to our financial performance, primarily measured by Adjusted EBITDA and net working capital; and long-term equity compensation tied to our financial performance, share price appreciation and continued employment.



•

The Compensation Committee ("Committee") has structured our compensation program such that a very substantial portion of our named executive officers' total compensation is based upon the concept of pay for performance and is thus directly tied to our short-term and long-term financial performance.



•

Compensation tied to our short-term performance includes variable cash incentives, while compensation tied to our long-term performance includes equity ownership. As a result, a substantial portion of the total compensation of our named executive officers is at-risk. For 2011, the Committee further shifted the total compensation of our named executive officers toward the concept of pay for performance by moving away from the use of time-based stock options and time-based restricted stock units as part of our long-term incentive plan to entirely restricted stock units which vest based upon relative total shareholder return ("performance-based restricted stock units"), and market stock units which vest based upon the absolute performance of our common stock ("performance-based market stock units").



•

We believe that our long-term compensation approach aligns the interests of both senior management and stockholders by tying compensation to our quantitative performance.



•

In addition, the Committee has adopted several positive pay practices, such as stock ownership guidelines, claw-backs and tax gross-ups were eliminated for all benefits in 2010 except for those related to change in control under grandfathered agreements with our named executive officers. The Committee does not intend to award tax gross-ups in the future.

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•

The Committee sets the compensation for our named executive officers and targets base salaries at the median to 75^th percentile range and total compensation (base salaries, variable cash incentives at target and equity awards at target) in the range of the 75^th percentile of total compensation for our peer group and related industries.



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In 2010, the Committee retained Cook & Co. to assist the Committee in evaluating the total compensation of our named executive officers and to benchmark the compensation of our named executive officers against those at other companies in our industry and related industries.

2010 and 2011 Compensation Overview


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In 2010, our chairman and chief executive officer agreed to a 15.3% decrease in his base salary effective April 1, 2010. Our other named executive officers were not awarded increases in their base salaries in 2009, 2010 or 2011.



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In lieu of an increase in base salaries, in 2010, the target incentives for our named executive officers under our short-term incentive plan were increased to reinforce the concept of pay for performance and further shift the weight of compensation towards at-risk compensation.



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Our excellent financial performance in 2010 resulted in annual cash incentives to our named executive officers well above their targeted amounts. In addition, our 2010 financial performance was a primary factor in determining whether certain outstanding equity awards from prior years would vest under our long-term incentive programs.



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In late 2010, the Committee, with the assistance of Cook & Co., evaluated our equity award structure and implemented design changes to the equity compensation program to further align management's interests with that of our stockholders. The Committee adopted a program for 2011 that consists of performance-based market stock units, which vest based upon the performance of our common stock over a three-year period, and performance-based restricted stock units, which vest based upon our total stockholder return as compared to the group of chemical companies comprising the U.S. Chemical Industry Index over a three-year period. The ultimate value of the award is impacted by changes in the price of our common stock and thus ties long-term compensation directly to changes in stockholder value.

General Philosophy and Objectives

        We compensate our senior management in a manner designed to be competitive with our peer group and comparable companies in related industries and to align management's incentives with the interests of our stockholders. The objectives of our executive compensation program are:

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to attract and retain highly qualified and talented professionals;



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to motivate our senior management to drive our short-and long-term financial performance;



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to align the interests of our senior management with the interests of our stockholders; and



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to support our business goals and our vision of creating a dynamic company that delivers value and growth to our stockholders.

To achieve these objectives, compensation for our senior management is allocated between base salary, short-term compensation tied to short-term performance measures and long-term compensation tied to long-term performance measures and growth. The Committee generally targets total compensation for our named executive officers to fall within the range of the 75^th percentile of total compensation for our peer group and comparable companies in related industries.

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Compensation Review

        In order to ensure that our senior management's compensation is competitive within our industry, the Committee reviews and approves our executive compensation program on an annual basis. In 2010, the Committee retained Cook & Co. to assist in evaluating the compensation of our executive officers and certain key employees and to assess our compensation program against other companies in our industry and related industries. In connection with its review, Cook & Co. evaluated the following elements of our executive compensation program:

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total compensation and each of the three components: base salary, annual cash incentives and targets and long-term equity-based incentives and targets;



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total pay mix (base salary vs. annual cash incentives vs. long-term equity-based incentives);



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pay and performance relationship;



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executive benefits and perquisites; and



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stock ownership guidelines.

        Cook & Co. compared these components of compensation for our named executive officers to our peer group. In addition, Cook & Co. compiled and presented published survey data, which is used as a broader industry reference for compensation by general industry. This data reflected industry information for functionally comparable positions at organizations of similar size to Rockwood and was referenced by the Committee as general information in evaluating compensation.

        Specifically, in 2010, Cook & Co. provided data from a peer group of thirteen companies that was designed to reflect the compensation practices for public companies of comparable business character and size, including companies in the chemicals industry, to assist the Committee's review. The peer group generally consists of specialty chemicals and materials companies with characteristics including:

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annual revenue ranging from approximately $2.2 billion to $8.8 billion in 2009;



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annual net income ranging from approximately $108 million to $1.0 billion in 2009;



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market capitalization ranging from approximately $1.8 billion to $15.7 billion, measured in August 2010; and



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total employees ranging from approximately 3,950 to 18,900.

        The companies used in this chemical industry peer group are: Air Products and Chemicals, Inc., Albemarle Corporation, Cabot Corporation, Celanese Corporation, Cytec Industries Inc., Eastman Chemical Company, FMC Corporation, The Lubrizol Corporation, Nalco Holding Company, RPM International Inc., Sigma-Aldrich Corporation, The Valspar Corporation and W.R. Grace & Co. In addition, as a supplemental reference, Cook & Co. compared the compensation of our named executive officers to published compensation survey data for similar executive job descriptions at nondurable manufacturing organizations of comparable size.

        Based upon the compensation review, Cook & Co. advised the Committee:

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base salaries are generally between the median and the 75^th percentile of the peer group and at the 75^th percentile of the survey data, with the exception of the chairman and chief executive officer who is above the 75^th percentile of the peer group and survey data;



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target annual incentive percentages are above the 75^th percentile of the peer group and survey data;



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long-term incentives are competitive with the peer group; and



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total direct compensation in the aggregate is at or slightly below the 75^th percentile of the peer group.

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        Cook & Co. also summarized the pay and performance relationship for our named executive officers by comparing total cash compensation (salary and annual incentives) and total direct compensation (total cash compensation and long-term incentives) to various performance measures, such as total stockholder return, revenue growth, EBITDA growth, and return on invested capital, over one-year, three-year and five-year periods. The Committee evaluated and considered this data in setting compensation for 2011.

Compensation Mix For 2011

        The Committee sets the three components of compensation for our chairman and chief executive officer based on our overall compensation philosophy and following consultation with Cook & Co. The Committee also advises the Board of its deliberations prior to making a final determination of our named executive officers compensation, including equity incentive awards, and considers any Board input before making a final determination. For compensation decisions related to our other named executive officers, our chairman and chief executive officer makes recommendations to the Committee, which ultimately determines such compensation in consultation with Cook & Co. The Committee believes that a substantial portion of our named executive officers' total compensation should be variable and tied to financial performance measures that correlate with stockholder value.

        The following charts provide summary information concerning the 2011 total compensation mix of our named executive officers at target performance levels:

Chairman and Chief Executive Officer

 

2010 Financial and Operating Performance and Compensation

        Rockwood achieved excellent financial results and accomplished important strategic objectives in 2010. Our results reflect the focus and efforts of our named executive officers and key employees and their ability to manage the Company during the downturn of 2008 and 2009 and position the Company to maximize profitability during a rebound in the economy. Our named executive officers executed our business plan and strategic objectives for 2010, which included debt reduction, growing revenue and

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increasing cash flow and margins, based upon our expectations for the economy. Below are highlights of our 2010 financial performance:

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From continuing operations, our net sales increased 15.3% to $3.19 billion and our Adjusted EBITDA (as discussed below) increased 24.4% to $634.4 million in 2010;



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Including our divested plastic compounding business, our net sales increased 15.5% to $3.42 billion and our Adjusted EBITDA increased 23.6% to $667.9 million in 2010;



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We generated significant free cash flow, cash flow from operating activities of $482.4 million and net income of $248.5 million in 2010; and



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Our diluted earnings per share for 2010 was $3.07, including certain tax items related to the sale of our plastic compounds business, up from $0.28 per share in 2009.

In addition, Rockwood achieved several other significant strategic objectives, including:

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Repayment of approximately $291.0 million of our outstanding term loans in 2010;



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The sale of substantially all of the assets of our Specialty Compounds segment, which enabled us to repay an additional $409.0 million of term loans and refinance our senior secured credit facility at lower interest margins in early 2011;



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Improving of our overall Adjusted EBITDA margins from continuing operations from 18.4% in 2009 to 19.9% in 2010; and



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Achievement of total stockholder return for 2010 among the highest in our peer group at 66%.

The following table reflects the performance of our common stock in 2010 in relation to the indicated indices:

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(1)

Dow Jones Industrial Index

(2)

S&P 500 Index

(3)

Dow Jones U.S. Chemicals Index

(4)

S&P Supercomposite Specialty Chemicals Index

(5)

Rockwood Holdings, Inc.

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        The leadership and vision of Mr. Ghasemi and our other named executive officers significantly contributed to accomplishing these operating, financial and strategic performance milestones in 2010. Our named executive officers continue to be instrumental in promoting our culture of customer focus, commitment to excellence and continual productivity improvement. Furthermore, our named executive officers were instrumental in transforming Rockwood over the last ten years, including focusing our portfolio, and are expected to continue to make similar contributions to Rockwood in the future. Accordingly, the Committee believes that the levels, ranges and mix for total compensation for 2010 are appropriate and are consistent with our stated philosophy for our named executive officers, and in particular, our chairman and chief executive officer.

Base Salaries

        Base salaries are set at levels designed to be competitive in the labor markets in which we compete for talented senior executives, using a target of the median to 75^th percentile of our peer group and survey data. The Committee annually reviews the performance of our executive officers, including our chairman and chief executive officer, based on quantitative and qualitative criteria as well as comparisons to the peer group and survey data references discussed above and establishes appropriate increases or decreases, if any, in base salaries. Our chairman and chief executive officer participates in the evaluation of our senior management and makes recommendations to the Committee regarding changes in the base salaries of our other named executive officers. Any changes in base salaries typically commence in April of a given year. Factors considered in determining base salary (including any increases or decreases) include responsibility, experience, our financial performance and the qualitative performance of the named executive officer, such as leadership in completing strategic or other business objectives; and the survey data regarding our peers and related industries.

        Our chairman and chief executive officer's base salary is greater than that of our other named executive officers due to a number of factors, including his substantial experience in managing industrial companies, his strategic expertise and his significant role and responsibilities at Rockwood. In early 2010, the salary of our chairman and chief executive officer was decreased from $1,300,000 to $1,100,000 and was not increased for 2011. Our other named executive officers were not awarded increases in their base salaries in 2009, 2010 or 2011. In lieu of an increase in base salaries in 2010, the target incentives for our named executive officers under our short-term incentive plan were increased to reinforce the concept of pay for performance and shift a greater mix of compensation towards at-risk variable compensation.

        See "Executive Compensation—Summary Compensation Table" for further information on base salaries paid to our named executive officers.

Annual Cash Incentives

        Annual cash incentives are awarded under the Short-Term Incentive Plan, which was originally adopted in April 2009, and are designed to provide our named executive officers with the opportunity to achieve cash incentive awards based on predetermined quantitative financial performance criteria. Our incentive payments under the Short-Term Incentive Plan are typically made in the first quarter following the year of performance after our audited financial statements for such year are completed.

        The Committee sets the performance criteria based on the consolidated annual budgets at budgeted exchange rates that are approved by the board of directors. At the end of the performance period, the Committee evaluates our results, including the impact of acquisitions and divestitures, converted to budgeted exchange rates, as compared to the performance criteria and has authority to use negative discretion to establish a final award. For 2010, the Committee set the performance criteria based upon Adjusted EBITDA and net working capital as a percentage of net sales, with 75% of the target award allocated to Adjusted EBITDA and 25% of the target award allocated to net working capital as a percentage of net sales. Cash incentives under the Short-Term Incentive Plan have typically

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represented a larger component of total compensation for our named executive officers than for similarly situated executives in our peer group. The Committee believes that the weighting of annual cash incentives in our compensation mix is appropriate and in line with our philosophy given that cash payments under the Short-Term Incentive Plan are tied directly to financial performance which ultimately correlates to stockholder value. The Compensation Committee has authority to use negative discretion in administering the Short-Term Incentive Plan.

        The annual incentives are substantially based upon Adjusted EBITDA, as more fully described in Rockwood's Form 10-K for the fiscal year ending December 31, 2010, because it is an important financial measure for us under our senior secured credit agreement and the indenture governing our senior subordinated notes, which contain financial covenants that are determined based on Adjusted EBITDA. In addition, we believe that Adjusted EBITDA is the appropriate primary financial measure to assess our operating performance because it excludes items that have been deemed by management to have little or no bearing on our day-to-day operating performance and is therefore helpful in highlighting trends in our overall business.

2010 Annual Incentives

        The Short-Term Incentive Plan provides for a range of potential awards to participants, including our named executive officers, both above and below their target incentive amounts based on actual results at budgeted exchange rates as compared to targeted performance. Generally, no incentive is awarded unless actual results for the applicable year are at least 90% of the targeted performance or exceed the prior year's performance, whichever is higher. For 2010, the target incentive for our chairman and chief executive officer was 200% of base salary; the target incentive for each of our senior vice president and chief financial officer, and our senior vice president, law & administration was 110% of base salary. If each of Adjusted EBITDA and net working capital as a percentage of net sales equals 110% of the targeted amounts for each such measure, the incentive awarded is at least twice the target incentive, and may actually exceed such amount. The incentive award is interpolated for results between 90% and 120% of the targeted Adjusted EBITDA and net working capital as a percentage of net sales as set forth below.

        To illustrate how the Short-Term Incentive Plan is implemented, the table below details the hypothetical incentive that would have been awarded to our chairman and chief executive officer for 2010 based on varying levels of achievement of the performance criteria as set by the Committee.

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(1)

Represents the vesting percentage of the targeted Adjusted EBITDA portion of the award, which is calculated by comparing the quotient of Adjusted EBITDA of $717.9 million and targeted Adjusted EBITDA of $600.0 million, or 119.7%, to the applicable vesting percentage for such Adjusted EBITDA performance. Based upon this performance, the Company determined the performance for results between 100% of target and 120% of target corresponds to a vesting percentage between 100% and 200% of the targeted Adjusted EBITDA award, with results interpolated on a straight line basis between such points, resulting in a vesting percentage of 198.3%.

(2)

Represents the vesting percentage of the targeted normalized earnings per share portion of the award, which is calculated by comparing the quotient of normalized earnings per share of $2.31, at budgeted exchange rates, and targeted normalized earnings per share of $0.99, or more than 120.0%, which is the maximum vesting percentage, to the applicable vesting percentage for such normalized earnings per share performance. Based upon this performance, the Company determined the performance for results at 120% or more of target corresponds to a vesting percentage of 200% of the targeted normalized earnings per share award.

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(1)

Represents the vesting percentage of the normalized earnings per share portion of the award, which is calculated by comparing the quotient of the normalized earnings per share and the base year normalized earnings per share, compounded annually, or an annualized growth rate of 13.0%, to the applicable vesting percentage for such performance. Based upon this performance, the Company determined the performance for results between 12.5% and 15% compounded annual growth

corresponds to a vesting percentage 50% and 100%, with the vesting percentage interpolated on a straight-line basis between such points, resulting in a vesting percentage of 59.3%.