DEF 14A of Innospec Inc.

Filed Mar 28, 2024 · FY20230001839882-24-009417

Open on EDGAR

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| DIRECTOR COMPENSATION | 43 | | ➢Elements of Director Compensation | 43 | | ➢Director Stock Ownership Guidelines | 44 | | ➢Director Compensation For Fiscal 2023 | 44 | | WHO OWNS OUR STOCK? INFORMATION ABOUT OUR COMMON STOCK OWNERSHIP | 47 | | ➢Stock Ownership of Directors and Executive Officers as of February 15, 2024 | 47 | | ➢Beneficial Owners as at Fiscal Year End 2023 | 48 | | ➢Delinquent Section 16(a) Reports | 48 | | ➢Equity Compensation Plans | 49 | | PROPOSAL 2: ADVISORY APPROVAL OF INNOSPEC’S EXECUTIVE COMPENSATION | 50 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 | | ➢Principal Accountant Fees and Services | 51 | | ➢Audit Committee Pre-Approval Policies and Procedures | 52 | | AUDIT COMMITTEE REPORT | 53 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 54 | | COMPENSATION DISCUSSION AND ANALYSIS | 56 | | ➢Executive Summary | 56 | | ➢Say-on-Pay | 59 | | ➢Elements of Pay | 61 | | ➢Other Pay Programs and Policies | 72 | | COMPENSATION COMMITTEE REPORT | 76 | | COMPENSATION TABLES | 77 | | OTHER MATTERS | 95 | | SOLICITATION AND EXPENSES OF SOLICITATION | 95 | | ANNUAL REPORT TO STOCKHOLDERS | 95 | | STOCKHOLDERS’ PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS | 96 |
Related Person Transactions and Relationships
Mr. Landless is a non-executive director of Ausurus Group Limited, which owns European Metal Recycling Limited (“EMR”). Innospec conducts a tendering process periodically to select the best buyer for its scrap metal, and following its tender process in 2023, the Company’s subsidiary, Innospec Limited, sold scrap metal to EMR for a value of $98,450.
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The Nominating, Corporate Governance and Sustainability Committee uses a variety of methods for identifying and evaluating nominees for Director. The Nominating, Corporate Governance and Sustainability Committee considers each person’s judgment, experience, independence, understanding of our business or other related industries and such factors as the committee determines relevant in light of the needs of the Board and the Company. The Nominating, Corporate Governance and Sustainability Committee reviews the skills and attributes of Board members within the context of the current make-up of the full Board and regularly assesses the appropriate size of the Board and whether vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating, Corporate Governance and Sustainability Committee considers potential candidates for Director. Candidates may come to the attention of the Nominating, Corporate Governance and Sustainability Committee through current Board members, stockholders or other persons. In addition, during 2019, 2020 and 2021 the Nominating, Corporate Governance and Sustainability Committee retained a professional search firm to assist in identifying and evaluating potential candidates for nomination at the Annual Meeting. In line with our Board Diversity Policy, the Board considers diversity in the nominating process, along with other criteria, for potential Director candidates and specifically requests that females and minority candidates are included in every Director search pool. The recruitment specification for new Directors concentrates on candidates who are seasoned executive officers, with significant relevant experience, both at board level and within relevant industries. The Director candidates are evaluated at regular or special meetings of the Nominating, Corporate Governance and Sustainability Committee and may be considered at any time during the year. The nominees for election at this year’s Annual Meeting of Stockholders were approved for nomination by the Board upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee.
Identifying and Evaluating Nominees for Director
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Identifying and Evaluating Nominees for Director
Our Director recruitment process is as follows:
Identifying and Evaluating Nominees for Director
| Board and Nominating, Corporate Governance and Sustainability Committee determine desired criteria and experience of Director candidates. | | | | Director candidates identified by independent search firm, Board members, officers, employees or stockholders. | | | | Nominating, Corporate Governance and Sustainability Committee evaluates Director candidates against selection criteria, individual characteristics, skills, diversity and qualifications and checks for possible conflicts and independence. | | | | Director candidates are interviewed by members of the Nominating, Corporate Governance and Sustainability Committee, Chairman of the Board and may also meet with the CEO and CFO. | | | | Nominating, Corporate Governance and Sustainability Committee recommends suitable Director candidates to the Board. | | | | Board votes to appoint Director candidates based on an assessment of their qualifications and potential contributions to the Board. | | | | Stockholders vote on the election of the Director nominees at the Annual Meeting of Stockholders. |
Identifying and Evaluating Nominees for Director
The policy of the Nominating, Corporate Governance and Sustainability Committee is to consider properly submitted stockholder nominations for election to the Board. In order for any candidate to be considered by the Nominating, Corporate Governance and Sustainability Committee, and if nominated, included in the Proxy Statement, such recommendation should be received no later than the deadline for submission of stockholder proposals. See “Stockholders’ Proposals for the 2025 Annual Meeting of Stockholders”. Recommendations should be sent to the Corporate Secretary and should specify the nominee’s name, qualification for Board membership and any other information required by the Company’s Bylaws. All properly submitted stockholder nominations for Director candidates received by the Corporate Secretary will be submitted to the Nominating, Corporate Governance and Sustainability Committee for review and consideration. The Nominating, Corporate Governance and Sustainability Committee will consider stockholder recommendations for Director candidates, but the Nominating, Corporate Governance and Sustainability Committee has no obligation to recommend such candidates. Assuming appropriate biographical and background information (including qualifications) is provided for Director candidates recommended by stockholders, the Nominating, Corporate Governance and Sustainability Committee will use the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.
Identifying and Evaluating Nominees for Director
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PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS The first proposal to be voted on at the meeting is the election of two Class II Directors. The directors elected at this meeting will serve until the 2027 Annual Meeting of Stockholders. The Board has nominated Mr. Milton C. Blackmore and Mr. Leslie J. Parrette, current Class II Directors, whose terms expire at the upcoming Annual Meeting of Stockholders, for election to the Board.
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
| The Bylaws of the Company provide that the number of directors shall be not less than three nor more than twelve members, the exact number of which shall be determined from time to time by resolution adopted by the Board, and that the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board. Mr. Robert I. Paller, a current Class II Director, will retire from the Board immediately following the 2024 Annual Meeting of Stockholders and is not standing for re-election. Effective with Mr. Paller’s retirement, the size of the Board will be reduced from eight (8) to seven (7) Directors. | The Board recommends that you vote “FOR” each Director nominee. |
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
The Board and our stakeholders benefited from having Mr. Paller on the Board of Directors. We would like to thank him for his invaluable contributions and exemplary service to the Company since 2009, and congratulate him on his retirement. The below chart includes this year’s nominees included in Proposal 1, along with their age, tenure, principal occupation and committee membership:
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
| | Age | Independent | Director Since | Board Committee(s) | Principal Occupation | Other Public Board Position(s) | | Mr. Milton C. Blackmore | 76 | ✓ | 2010 | Compensation Committee, Audit Committee | Retired | None | | Mr. Leslie J. Parrette | 62 | ✓ | 2020 | Nominating, Corporate Governance and Sustainability Committee | President | None |
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
If a nominee becomes unable or unwilling to accept nomination or election, the Board will either select a substitute nominee or reduce the size of the Board. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the election of the substitute nominee. The Board has no reason to believe that any nominee would be unable or unwilling to serve if elected. According to the Bylaws and Corporate Governance Guidelines, the Nominating, Corporate Governance and Sustainability Committee recommended to the Board that the Board submit the Class II Directors to the vote of stockholders. The above-named nominees will be elected to the Board on a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote.
PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS
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Director Biographies
Director Biographies The following is biographical and other information about our current Directors, including the nominees for election at the Annual Meeting.
Class I Directors
Class I Directors
Class I Directors
| | Ms. Claudia P. Poccia Age: 64 Director since July 1, 2019 Committees: Nominating, Corporate Governance and Sustainability Committee (Chair), Compensation Committee |
Class I Directors
Ms. Poccia has recently been appointed as CEO of Grace De Monaco, a wholly owned subsidiary of The Princess Grace Foundation-USA. Grace de Monaco is the first global luxury brand for good and all revenues from the sale of Grace de Monaco products support emerging artists in theater, dance, and film through The Princess Grace Awards program. She continues to serve as CEO of DragonflySage, a strategic consultancy she founded to advise luxury lifestyle and beauty brands, since 2018, and has over 30 years’ experience in the beauty industry. Ms. Poccia also co-founded IdeavationLabs LLC, a beauty incubation platform company, where she served as CEO from 2020-2021. Previously, Ms. Poccia was the Chief Marketing Officer and Head of International Business Development of bareMinerals for Shiseido Americas Company, a beauty company, having previously served as President/CEO of Gurwitch Products from 2011 to 2015. Prior to that, Ms. Poccia was Global President, Beauty for Avon Products Inc. from 2009 to 2011, having joined them in 2005 as President for the U.S. beauty business. From 1994 to 2005, Ms. Poccia worked for Estee Lauder Companies Inc., in a number of senior executive and business roles including President of Stila Cosmetics and
Class I Directors
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Class I Directors
VP of Business Development for the Estee Lauder brand. Her early career included seven years at Avon Products Inc., where she held a number of roles in sales. Ms. Poccia has been Chairman of Luxie Holdings Inc., a beauty products company since May 2019, a Board member of Fashion Group International, a non- profit organization focusing on the fashion industry, since 2018 and is also a board member of Blue Mistral, LLC. Ms. Poccia is recognized as a leader in the beauty industry and was named one of the Top 50 Most Influential People in Beauty by Beauty Inc. She has been the recipient of several awards in the industry including the Cosmetic Executive Women Achiever Award and Women’s Wear Daily Beauty Biz Award for Innovative Marketer.
Class I Directors
| | | | | | | | | | | Senior Leadership Experience | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class I Directors
Ms. Poccia has an in-depth knowledge of the international personal care industry, particularly the beauty sector and has held several senior positions during her career. She brings industry knowledge and marketing expertise to the Company. For additional detail see our Board Skills Matrix on page 36.
Class I Directors
| | Ms. Elizabeth K. Arnold Age: 59 Director since November 2, 2020 Committees: Audit Committee |
Class I Directors
Ms. Arnold has served as an independent Director of FreightCar America, Inc., a railroad freight car manufacturer and parts supplier, since 2019, serves as its audit committee chairperson and serves on the nominating and corporate governance committee and compensation committee. From October 2014 to 2019, Ms. Arnold served as the Senior Vice President, Chief Financial Officer and Treasurer of Houghton International, a specialty chemical company with international operations. From October 2012 to April 2014, Ms. Arnold served as the Chief Financial Officer of Physiotherapy Associates. Prior to that, Ms. Arnold served as the Chief Financial Officer of Tyco Flow Control from April 2010 to September 2012, having previously served as the Vice President, Corporate Financial Planning & Analysis at Tyco International. Earlier in her career, Ms. Arnold served in numerous roles, including executive leadership positions, for GE, a global high-tech industrial company with products and services ranging from aircraft engines, power generation and oil and gas production to medical imaging. Key Attributes, Experience and Skills:
Class I Directors
| | | | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class I Directors
Ms. Arnold has an in-depth knowledge of the chemical industry and has held several senior management positions during her career. She brings industry knowledge and financial expertise to the Company.
Class I Directors
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Class II Directors
Class II Directors
Class II Directors
| | Mr. Milton C. Blackmore Age: 76 Director since June 1, 2010, Chairman of the Board Committees: Compensation Committee, Audit Committee |
Class II Directors
Mr. Blackmore serves as Non-Executive Chairman of the Company. Mr. Blackmore was most recently the Senior Vice President, Marketing and Product Supply for Sinclair Oil Corporation, one of the largest independent oil companies in the U.S. Sinclair recently merged with Holly Frontier of Dallas, TX, which is now known as HF Sinclair Corporation. Mr. Blackmore served on its board of directors until his retirement in 2009, having previously held a number of senior marketing roles within that company. He was also Chairman of Sinclair Marketing Inc., which is Sinclair Oil Corporation’s convenience store business. Before joining Sinclair in 1995, Mr. Blackmore was with Kerr-McGee Refining Corporation for twenty-six years, progressing through a variety of accounting, marketing and general management positions, ultimately serving as General Manager, Branded Marketing for three years. Mr. Blackmore has a Bachelor of Science degree in Business Administration from Panhandle State University in Oklahoma. Key Attributes, Experience and Skills:
Class II Directors
| | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class II Directors
Mr. Blackmore has an in-depth knowledge of the chemical industry, particularly the oil sector and has held several senior positions during his career. He brings industry knowledge, financial and marketing expertise to the Company.
Class II Directors
| | Mr. Leslie J. Parrette Age: 62 Director since January 1, 2022 Committees: Nominating, Corporate Governance and Sustainability Committee |
Class II Directors
Mr. Parrette is currently the President of One Page Thinking, a data visualization company he founded in 2003. For more than 20 years, he has served as General Counsel and Chief Compliance Officer for several public companies in domestic and international markets across a variety of industries, including energy trading, electric and gas utilities, natural gas pipelines, aluminum manufacturing, and electrical product distribution. In 2005, he joined Novelis Inc., a subsidiary of Hindalco Industries Ltd., an aluminum rolling and recycling company serving as Senior Vice President, General Counsel, Compliance Officer, and Corporate Secretary until 2020. Prior to this, in 2000, Mr. Parrette joined Aquila, Inc., an international electricity and natural gas utility company, as Senior Vice President, General Counsel, and Secretary. In 1992, he joined Blackwell Sanders, LLP as a Senior Partner and Chair of the law firm’s International Committee. He is a member of Nominating, Corporate Governance and Sustainability Committee. Mr. Parrette has a Bachelor of Arts degree in Sociology from Harvard College and a J.D. degree from Harvard Law School.
Class II Directors
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Class II Directors
| | | | | | | | Senior Leadership Experience | Corporate Governance Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class II Directors
Mr. Parrette brings significant legal, compliance and governance expertise to the Board, which is invaluable in a heavily regulated industry in which the Company operates. For additional detail, see our Board Skills Matrix on page 36.
Class III Directors
Class III Directors
Class III Directors
| | Mr. David F. Landless Age: 64 Director since January 1, 2016 Committees: Audit Committee (Chair), Nominating, Corporate Governance and Sustainability Committee |
Class III Directors
Mr. Landless was the Group Finance Director for Bodycote plc, a U.K. listed company, which provides thermal processing services globally for a wide range of industries including aerospace, automotive, oil and gas and construction, for over17 years until December 2016. From March 2013 to June 2022, he was a Non-Executive Director for Luxfer Holdings plc; a NYSE listed global materials technology company, and was their Audit Committee Chair until May 2019, when he was appointed Chairman of the Board, which role he relinquished in March 2022 In January 2017, he was appointed a Non-Executive Director of Renold plc, a U.K. listed global manufacturer of specialist industrial chain and machinery transmissions and also was a member of and chaired their Audit Committee until August 2021, from which date he became Chairman of the Board. He is also a Non-Executive Director of Ausurus Group Ltd the holding company of European Metal Recycling (EMR), a large private scrap metal recycling company and was appointed to this role in June 2017. Mr. Landless’ early career includes fourteen years with Courtaulds plc, where he held a number of finance roles, ultimately serving as the Finance Director of Courtaulds Coatings (Holdings) Limited from 1997 to 1999. Mr. Landless is a Chartered Management Accountant and has a Bachelor of Science degree in Management Sciences from the University of Manchester Institute of Science and Technology in the U.K. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience | Information Security Experience |
Class III Directors
Mr. Landless brings significant financial expertise and knowledge of financial reporting with his wealth of experience as a Finance Director and as a Non-Executive Director during his career to date. Mr. Landless also has substantial international experience in the chemicals, paint and engineering sectors.
Class III Directors
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Class III Directors
| | Mr. Lawrence J. Padfield Age: 68 Director since December 1, 2012 Committees: Compensation Committee (Chair) |
Class III Directors
Mr. Padfield has recently retired as a principal and Executive Vice President of Blackline Partners LLC, a closely held private equity and midstream logistics and terminal development company, where he served from 2014 to 2019. He continues to hold the position as the Board Chairman of CAP Technologies, a private U.S. company that has developed and markets a ground-breaking technology for cleaning and coating wire, rebar and plate steel, a position he has held since 2018. Prior to forming Blackline Partners, Mr. Padfield was a founding partner and Vice President of U.S. Development Group LLC, an industry leading biofuel and crude oil terminal development company. Mr. Padfield’s early career includes eighteen years at Shell Oil Company where he held a number of roles in marketing, engineering and product supply, ultimately serving as the Business Development and Acquisitions Manager for their terminal and pipeline business. Mr. Padfield has a degree in Civil Engineering from the University of Missouri. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | Senior Leadership Experience | Financial Literacy | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Regulatory/ Legal/ Compliance Experience |
Class III Directors
Mr. Padfield has almost thirty years’ experience in the oil and gas logistics industry, commercial marketing and business development, and his wealth of knowledge in this sector is a valuable resource to the Company.
Class III Directors
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Class III Directors
| | Mr. Patrick S. Williams Age: 59 Director since May 11, 2009 Committees: None |
Class III Directors
Mr. Williams has served as President and Chief Executive Officer of the Company since his appointment to this position on April 2, 2009 and as a Director of the Company since May 11, 2009. Prior to holding this position, Mr. Williams was Executive Vice President and President, Fuel Specialties of the Company from 2005 to 2009 and in addition assumed responsibility for the global Performance Chemicals business in 2008. He held a number of senior management and sales leadership positions in Innospec Fuel Specialties LLC, including acting as the Chief Executive Officer of this business from 2004 to 2009. Before joining the predecessor company of Innospec Fuel Specialties LLC, Starreon Corporation, in 1993, Mr. Williams established a number of businesses and currently holds equity positions in a small exploration and oil production company and a real estate business. Since February 2020, Mr. Williams has served as a Non-Executive Director of AdvanSix Inc., and as a member of its Compensation and Leadership Development Committee and Health, Safety, Environmental and Sustainability Committee. Key Attributes, Experience and Skills:
Class III Directors
| | | | | | | | | | | Senior Leadership Experience | Public Company Board Experience | Chemical Industry Experience | Corporate Governance Experience | Manufacturing/ Operations Experience | Human Capital Management Experience | M&A Experience | Global Experience | Regulatory/ Legal/ Compliance Experience |
Class III Directors
As the only management representative on the Board, Mr. Williams provides an insider’s perspective in Board discussions about the business and strategic direction of the Company. Mr. Williams has particular experience in the Fuel Specialties, Performance Chemicals and Oilfield Specialties businesses, and brings a wealth of knowledge to the Company.
Class III Directors
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Elements of Director Compensation: In 2023, the non-employee director’s compensation was generally a flat annual fee based on the following arrangement: Annual Retainer: •An annual retainer of $175,000, paid quarterly, to the Chairman of the Board. •An annual retainer of $90,000, paid quarterly, for all other NEDs. Additional Annual Retainers for Board Committee duties as follows: •An additional annual retainer of $14,000, paid quarterly, for the Chair of the Compensation Committee. •An additional annual retainer of $20,000, paid quarterly, for the Chair of the Audit Committee. •An additional annual retainer of $11,000, paid quarterly, for the Chair of the Nominating, Corporate Governance and Sustainability Committee. •An additional annual retainer of $5,000, paid quarterly, to the members of the Audit Committee. •No additional daily fees for attendance at Board or Committee meetings or calls, except as provided below. In addition to the compensation arrangements described above: •NEDs may receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO. •Each NED is entitled to reimbursement for any reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its Committees and related activities. Annual Equity grant: •Each NED also receives an annual grant of equity under the Innospec Inc. Long-Term Incentive Omnibus Plan (the “Omnibus Plan”) in February of each year, equal to $97,500, based on the closing stock price for Company stock on the date prior to grant. In February 2023, two-thirds of such awards were full value equity awards to be granted at zero cost, one-third to be options granted with an exercise price equal to market price. Full value awards vest after three years. Options become exercisable normally after three years, with all options vesting at the end of this period. All options have a ten-year term. In February 2024, the equity award for each NED was in the form of restricted stock units vesting in three years. •The value of the full value awards for the Directors included in the “Director Compensation” table, under the column headed “Stock Awards”; the table discloses the grant date fair value of full value awards made under the Omnibus Plan. The value of the full value awards is determined using the number of stock awarded and the grant date fair value for each stock awarded are calculated using the Black-Scholes model, with reference to the underlying stock price, volatility of the Company’s stock price, risk free rate and expected dividend yield. For full value awards with additional characteristics, such as vesting criteria linked to stock market indices or stock price performance, a Monte Carlo simulation is used to model the range of potential outcomes. For further information on the assumptions underlying these grant date fair values refer to Note 18 of the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
•The value of the option awards for the Directors included in the “Director Compensation for fiscal 2023” table, under the column headed “Option Awards”, discloses the grant date fair value of options awarded under the Omnibus Plan. The value of the option awards is determined using the number of options awarded and the grant date fair value for each option made in the year. The grant date fair values on Company stock options are calculated in the same way as the full value awards described above.
DIRECTOR COMPENSATION FOR FISCAL 2023
DIRECTOR COMPENSATION FOR FISCAL 2023
DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Fees Earned or Paid in Cash $ | Stock Awards $ | Option Awards $ | Total $ | | Ms. Elizabeth K. Arnold | 95,000 | 64,104 | 12,777 | 171,881 | | Mr. Milton C. Blackmore | 180,000 | 64,104 | 12,777 | 257,061 | | Mr. David F. Landless | 110,000 | 64,104 | 12,777 | 186,881 | | Mr. Lawrence J. Padfield | 104,000 | 64,104 | 12,777 | 180,881 | | Mr. Robert I. Paller | 90,000 | 64,104 | 12,777 | 166,881 | | Mr. Leslie J. Parrette | 90,000 | 64,104 | 12,777 | 166,881 | | Ms. Claudia P. Poccia | 101,000 | 64,104 | 12,777 | 177,881 |
DIRECTOR COMPENSATION FOR FISCAL 2023
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DIRECTOR COMPENSATION FOR FISCAL 2023
The number of unexercised options and unvested full value equity awards outstanding as of February 15, 2024 for each NED is detailed in the table below:
DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Number of Options | Number of Stock Awards | Grant Price $ | Date of Grant | | Ms. Elizabeth K. Arnold | 297 326 300 | 594 652 1,000 600 | 109.42 0.00 99.68 0.00 0.00 0.00 99.97 | 02.27.23 02.27.23 02.21.22 02.21.22 02.21.22 02.21.22 05.06.21 | | Mr. Milton C. Blackmore | 297 326 300 313 370 880 850 1,030 1,035 | 594 652 601 | 109.42 0.00 99.68 0.00 0.00 99.85 95.70 81.07 68.20 70.60 44.18 43.95 | 02.27.23 02.27.23 02.21.22 02.21.22 02.22.21 02.22.21 02.24.20 02.25.19 02.20.18 02.21.17 02.22.16 02.23.15 | | Mr. David F. Landless | 297 326 300 313 370 | 594 652 601 | 109.42 0.00 99.68 0.00 0.00 99.85 95.70 81.07 | 02.27.23 02.27.23 02.21.22 02.21.22 02.22.21 02.22.21 02.24.20 02.25.19 | | Mr. Lawrence J. Padfield | 297 326 300 313 370 880 850 1,030 1,035 | 594 652 601 | 109.42 0.00 99.68 0.00 0.00 99.85 95.70 81.07 68.20 70.60 44.18 43.95 | 02.27.23 02.27.23 02.21.22 02.21.22 02.22.21 02.22.21 02.24.20 02.25.19 02.20.18 02.21.17 02.22.16 02.23.15 |
DIRECTOR COMPENSATION FOR FISCAL 2023
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DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Number of Options | Number of Stock Awards | Grant Price $ | Date of Grant | | Mr. Robert I. Paller | 297 326 300 313 370 880 850 1,030 1,035 | 594 652 601 | 109.42 0.00 99.68 0.00 0.00 99.85 95.70 81.07 68.20 70.60 44.18 43.95 | 02.27.23 02.27.23 02.21.22 02.21.22 02.22.21 02.22.21 02.24.20 02.25.19 02.20.18 02.21.17 02.22.16 02.23.15 | | Mr. Leslie J. Parrette | 297 325 | 594 1,000 651 | 109.42 0.00 99.94 0.00 0.00 | 02.27.23 02.27.23 05.06.22 05.06.22 05.06.22 | | Ms. Claudia P. Poccia | 297 326 300 | 594 652 601 | 109.42 0.00 99.68 0.00 0.00 99.85 | 02.27.23 02.27.23 02.21.22 02.21.22 02.22.21 02.22.21 |
DIRECTOR COMPENSATION FOR FISCAL 2023
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Basic Compensation Practices
| What We Do | | | ✔Pay for performance | ✔Target executive pay around relevant market data, while also considering tenure, experience, and other factors | | ✔Emphasize long-term performance | ✔Maintain minimum stock ownership guidelines | | ✔Design compensation package with mix of operational and market-based metrics | ✔Engage independent advisors for Compensation Committee | | ✔Clawback requirements for certain performance/incentive awards in addition to the new clawback policy Adopted by the Company as required by the new Nasdaq listing standards | |
Basic Compensation Practices
| What We Don’t Do | | | ✖Allow directors and executive officers to hedge or pledge Company securities | ✖Pay dividends on unvested performance shares or units | | ✖Pay tax gross ups to our NEOs | ✖Pay above market interest on deferred compensation | | ✖Allow option repricing without stockholder approval | |
Compensation Elements and Performance Metrics
Compensation Elements and Performance Metrics The Compensation Committee seeks to achieve an appropriate balance between fixed and variable compensation elements to link a significant proportion of compensation to performance. The elements are designed to provide incentive for our NEOs to achieve goals that are important to the Company’s success. No element of compensation is driven exclusively by tax, accounting or regulatory considerations. Further information on each of the key components of compensation is given in the Elements of Pay section below.
Compensation Elements and Performance Metrics
| Compensation Element | Performance Metrics for 2023 | Rationale | | Base Salary | | Fixed component of pay based on specific position salary ranges determined by job responsibilities and performance, and reference to Comparator Group data | | Management Incentive Compensation Plan (MICP - annual cash incentive) | 80% Corporate/Business performance (Operating Income, Cash Flow) 20% Performance against personal objectives | Rewards operational performance and profitability Rewards achievement of personal objectives relative to current economic and business challenges | | Market Value Stock Option and Cash Incentive Awards (75% stock-based, and 25% cash-based) | | Directly aligns with value delivered to stockholders as such options only have value if stock price increases over long period of time | | Full Value Stock and Cash Incentive Awards (75% stock-based, and 25% cash-based) | 30% Relative Total Shareholder Return (“TSR”) performance vs S&P 1500 Chemicals index 30% Revenue growth 40% Earnings per share growth | Full vesting requires delivery of long-term financial and relative TSR performance |
Compensation Elements and Performance Metrics
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Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee of the Board oversees the Company’s compensation programs and practices for NEOs and other key Executive Officers and Directors. The Compensation Committee reviews and recommends to the full Board approval of compensation for our NEOs, including salary, incentive programs, stock-based awards and compensation, retirement plans, perquisites and supplemental benefits, employment agreements, severance arrangements, change in control arrangements and other executive compensation matters. The Compensation Committee reviews and recommends to the full Board approval of the compensation structure for our NEDs at least biennially, including retainers, fees, stock-based awards and other compensation. This review is discussed under the “Director Compensation” section of this Proxy Statement. The processes and procedures for the Compensation Committee oversight of compensation programs are discussed in the “Corporate Governance” section of this Proxy Statement.
Role of the Compensation Consultant
Role of the Compensation Consultant In 2023, advice to the Compensation Committee was provided by Exequity, an independent executive compensation consultancy. Exequity was retained by the Compensation Committee and has met with the Compensation Committee at least once and provided advice at other times during the year, as the Compensation Committee deemed appropriate. Exequity’s services to the Compensation Committee included, among other things, providing perspective on market trends, analyses of market compensation levels and designs, and confirmation of peer group composition. Any other work undertaken by the compensation consultant for the Company must be approved by the Compensation Committee. The Compensation Committee has assessed the independence of Exequity and has determined that the firm does not have any conflict of interest with respect to the Company.
Competitive Market
Competitive Market The Compensation Committee reviews nationally recognized compensation survey data provided by Willis Towers Watson to compare the Company’s compensation practices with the external market. For the NEOs based in the U.S., Willis Towers Watson U.S. data for similar sized roles in organizations with over $1 billion revenue was used. These are standard Willis Towers Watson data sets and were not customized prior to use. In addition, the Compensation Committee also uses a Chemical Industry Comparator Group (“Comparator Group”) as an additional reference point for our CEO’s compensation. The companies included in the Comparator Group were selected by the Compensation Committee based on several factors, including company revenue size and market capitalization. In 2022, the Compensation Committee reviewed the Comparator Group and removed Ferro Corporation and Kraton Corporation as a result of their respective acquisitions. In addition, the Compensation Committee removed Albemarle Corporation due to its size relative to the Company and business fit. The Compensation Committee reviewed potential additions to the Comparator Group prepared by its independent consultant and selected AdvanSix Inc. and Orion Engineered Carbons S.A. for inclusion.
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Competitive Market
The Comparator Group for 2023 consists of the following 17 companies:
Competitive Market
| •AdvanSix Inc. •Avient Corporation •H.B. Fuller Company •Minerals Technologies Inc. •Quaker Chemical Corporation •Stepan Company | •American Vanguard Corporation •Balchem Corporation •Ingevity Corporation •NewMarket Corporation •Rayonier Advanced Materials •Tredegar Corporation | •Ashland Inc. •Cabot Corporation •Koppers Holding Inc. •Orion Engineered Carbons S.A. •Sensient Technologies Corporation |
Competitive Market
For NEOs based in the U.K., Willis Towers Watson U.K. data for similar sized roles in organizations with over $1 billion revenue was used. These are also standard Willis Towers Watson data sets and were not customized prior to use. All executive jobs were assessed and graded using the Willis Towers Watson Global Grading methodology. Job sizes are then matched into the data so that comparisons are made at the appropriate level. References to market data in this CD&A, unless otherwise noted, are to these foregoing sources.
Elements of Pay
Elements of Pay Our Compensation Committee has designed our compensation program to align pay with performance. Our executives are rewarded for delivery of long-term stockholder value, performance against long and short-term financial targets and personal objectives aligned to our strategy. The material elements of compensation for the Company’s NEOs are: •Base salary; •Short-term incentive; •Long-term incentives; and •Other benefits (including retirement and supplemental plans, severance, change in control, employment agreements, and perquisites).
Annual Incentives
Annual Incentives The Company’s Management Incentive Compensation Plan (“MICP”) is a short-term incentive plan, which provides for cash payments based on achievement against pre- determined financial goals approved by the Compensation Committee each year. Targets are set for corporate performance and business unit performance (where appropriate) and for personal performance against pre-determined objectives. All payments under the MICP are subject to an overall Corporate Operating Income performance threshold of 90% of the agreed target for the year; if this target is not achieved, no payments under the MICP are made to any individual, regardless of personal and business unit performance. Further, where an individual’s payment under the MICP includes a financial measure for a business unit, the business unit must also achieve a minimum of 90% of the operating income target or the individual will not receive any MICP bonus for that year for that element, irrespective of overall corporate and personal performance. Actual MICP Bonus pay-outs are based on the following formula: Mr. Williams’s bonus at target is 85% of his salary, and his maximum potential bonus is 195.5% of his salary. The target percentage for the other NEOs is 60%, with a maximum potential MICP Bonus pay-out as a percentage of salary of 138%. The levels of MICP target bonus are reviewed periodically and compared to the relevant.
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Annual Incentives
The Financial Performance Multiplier is determined by the following table:
Annual Incentives
| % Business Achievement against Target | Financial Performance Multiplier | | Less than 90% | 0 | | 90% | 50% | | 100% | 100% | | Equal to or more than 130% | 250% |
Annual Incentives
The Financial Performance Multiplier increases on a linear basis between the data points listed in the table above up to the maximum multiplier listed. For example, a 95% Business Achievement results in a 75% Financial Performance Multiplier, and a 110% Business Achievement results in a 150% Financial Performance Multiplier. The Compensation Committee reviews the financial performance measures and the allocation between business and personal performance each year to verify alignment with the Compensation Committee’s philosophy. In 2023, the Compensation Committee determined that, consistent with the approach taken in the previous year, the appropriate measures were as follows: ➣Corporate Operating Income (before nonrecurring items). This is a measure of earnings and represents operating income adjusted to exclude certain one-time/nonrecurring items that are not reflective of our underlying operations for the period in which they are recorded and therefore mask our underlying trends. In 2023, items adjusted out of this measure comprised certain Brazil costs, SEUs, acquisition costs and a remediation charge. Exclusion of one-time/nonrecurring items during any given year for this purpose is approved by the Compensation Committee. ➣Corporate Free Cash Flow. This is a measure of working capital management and represents corporate operating cash flow after capital expenditure and before the cash effect of one-time/non-recurring items. ➣Personal Performance against Objectives. Annual personal objectives for each NEO are established by the Compensation Committee and tailored to reflect each NEO’s specific role and responsibilities. Corporate operating income before nonrecurring items and corporate free cash flow are non-GAAP measures. In addition, the Compensation Committee determines whether the performance measures for any NEO should also include operating income and operating cash flow for the relevant individual businesses, based on the NEO’s specific role and responsibilities. This determination is made at the start of the year. These measures were chosen to align the NEOs with the balanced objectives of increasing earnings and improving cash flow through working capital management, which the Compensation Committee believes are key to the success of the Company. Personal objectives are specific to the business unit(s) or function within which the NEO operates. In addition to the personal element shown in the formula above, if an individual’s overall performance assessment for the year is below satisfactory, then no MICP bonus is paid to that individual. Maximum incentive payments under the MICP are awarded when the Company or, where relevant, an individual business unit exceeds its target performance measures by 30%. In addition, as discussed below, we have adopted a clawback policy as required by the new Nasdaq listing standards that requires the recovery of certain incentive-based executive compensation following a restatement if the amount of incentive-based compensation received by the executive exceeds the amount that would have been received had such amount been determined based on the restated financial statements. In 2023, for all NEOs, MICP incentive payments were based on achievement of targets set for corporate operating income (before restructuring) and corporate free cash flow. In the case of Dr. Boon, in addition to corporate targets, a proportion of his MICP incentive payment was based on achievement of targets set for operating cash flow for the
Annual Incentives
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Annual Incentives
global Fuel Specialties business unit and the achievement of targets set for the operating income for the regional Fuel Specialties businesses, with a proportion based on the operating income for both the global Performance Chemicals business unit and the global Oilfield Services business unit. The Personal Performance Multiplier is determined by the following table:
Annual Incentives
| Marks out of 50 against Personal Objectives | Personal Performance Multiplier | | 46 – 50 | 150% | | 41 – 45 | 125% | | 36 – 40 | 100% | | 31 – 35 | 50% | | 26 – 30 | 25% | | 25 or less | 0 |
Annual Incentives
In assessing the individual performance on personal objectives for each NEO, the Compensation Committee uses the following process: Annual personal objectives for each NEO are established by the Compensation Committee at the start of the financial year. These objectives are also designed to focus on delivery of high performance, considering the economic and business challenges the Company faces. The Compensation Committee annually reviews the scoring mechanism for the personal objectives to make sure performance is appropriately rewarded. Each objective is weighted to give a maximum potential total score of 50. A good performance on the personal objectives is defined as achieving an overall score at the end of the year of 36 to 40 and earns the target level for the 20% based on personal objectives. Achievement of a maximum score of 46 to 50 represents exceptional performance against the personal objectives and increases the 20% of the overall target MICP bonus based on personal objectives by a factor of 50% as shown in the table above. At the end of the year, as part of the annual performance review process, the CEO reviews the performance of each NEO against the established personal objectives and makes his recommendation to the Compensation Committee. In the case of the CEO, this assessment is done by the Compensation Committee following an interview session with the Chair of the Compensation Committee and a detailed review of the CEO’s annual self-assessment. The final scoring for the NEOs and CEO is reviewed and approved by the full Compensation Committee and then taken to the full Board for final approval. The consolidated financial performance targets set for annual MICP payments purposes and the actual level achieved for the Company in 2023 were as follows:
Annual Incentives
| Financial Performance Measure | Target Set for Annual MICP Bonus Purposes | Actual Achieved for MICP Bonus Purposes | Achievement as % of Target | % of Target MICP Bonus Achieved | | Corporate Operating Income (before nonrecurring items) | $175.403 million | $182.078 million | 104% | 120% | | Corporate Free Cash Flow | $32.942 million | $137.129 million | 416% | 250% |
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Annual Incentives
The following table summarizes the assessment of the personal performance scores for 2023 performance and incentive payments made under the MICP for 2023 for each of the NEOs.
Annual Incentives
| NEO | Target MICP Bonus as a Percentage of Salary | Personal Performance Score | MICP Incentive Award | | Mr. Patrick S. Williams President and Chief Executive Officer | 85% | 47 | $1,750,014 | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer | 60% | 45 | $380,975 | | Dr. Philip J. Boon Executive Vice President and Chief Operating Officer | 60% | 45 | $344,980 | | Mr. Corbin Barnes Senior Vice President, Corporate Development & Investor Relations | 60% | 47 | $280,579 | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 60% | 46 | $317,475 |
Annual Incentives
The score for the personal performance includes consideration of the achievement of the following selected relevant goals and objectives for each NEO. In 2023, the Compensation Committee set personal objectives for Mr. Williams, which focused on the key challenges and priorities for the Company, which included safety, strategic initiatives, financial, compliance, and ESG goals. These were in addition to the financial targets for Corporate Operating Income and Free Cash Flow, on which 80% of Mr. William’s incentive compensation under the MICP is based. The key personal performance goals for Mr. Williams are summarized below, together with the actual performance achieved:
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Annual Incentives
| Mr. Patrick S. Williams Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives | | Lead the focus on the Company’s ESG strategy and drive plans to support the strategy | •Carried out a full scope 3 emissions (i.e., supply chain emissions) assessment to establish a greenhouse gas baseline for the Company’s 2022 emissions •Innospec Cares program, which encourages Innospec employees to nominate local charities for donations, raised almost $200,000 for 100 local charities, with 102 employee donation applications approved across 21 locations around the world; 240 employees took advantage of our volunteering day program providing 1,054 hours of support in our local communities •Strategic recruitment of a dedicated ESG reporting manager helped drive significant progress in sustainability reporting, which underpins the Company’s commitment to reducing environmental impact | | Identify and implement strategies to improve margins in challenging economic environment | •Despite economic volatility and political variables during the year, Oilfield Services division delivered strong growth in operating income •The Fuel Specialties division delivered remarkable steadiness in operating income despite market volatility and margin pressures •Company continued to deliver significant growth in Earnings Per Share | | Lead development of strategy to drive top line growth, including pursuit of strategic acquisition targets | •Sales of new products launched in last 5 years accounted for 31% of total sales in 2023. •Record sales and operating income achieved for Oilfield Services division in the year •Completed the acquisition of QGP Quimica Geral S.A. specialty chemicals business, which establishes a significant manufacturing, customer-service and product development base in one of the largest global markets for all Innospec technologies | | Lead the focus on recruitment, identification and development of high potential employees to support the Company’s talent and resource needs for the future | •Strategic organizational changes, including key promotions and new hires fueled by the Company’s executive development and succession planning activities, have been implemented to ensure continuity in leadership and to infuse strategic objectives with fresh perspectives •Significant investment made in skills training and leadership development programs across the Company to promote retention and career development |
Annual Incentives
Given Mr. William’s performance measured against the goals set, the Compensation Committee recommended Mr. Williams be awarded a score of 47 out of 50 for his personal objectives. The relevant selected key personal performance goals and objectives for each of our other NEO’s are summarized below, together with the actual performance achieved.
Annual Incentives
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Annual Incentives
| Mr. Ian P. Cleminson Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded Score of 45 out of 50 | | Provide leadership to IT function in driving the process to deliver new Enterprise Resource Planning (“ERP”) platform for Company | •Build and configuration of the ERP platform has been successfully implemented, and testing has progressed •Finance has taken the lead on data migration, testing and timelines while ensuring the new system is inclusive of all businesses and functions | | Provide lead financial support for the diligence, structuring and integration of potential acquisitions | •Significant work completed on financial diligence support to deliver the QGP acquisition and lead the subsequent integration •Have evaluated financial structure of a stream of other M&A opportunities while providing clear guidance to the business based on strong financial discipline | | Provide oversight to the IT projects around cyber and network improvements to ensure on-time and on-budget delivery | •Planned IT cyber and network improvements have been delivered on time and within budget, which has delivered a faster and more secure network as a result |
Annual Incentives
| Dr. Philip J. Boon Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 45 out of 50 | | Lead the effort to influence research projects focusing on development of new technologies for Fuel Specialties | •Significant progress made in understanding of market requirements and applications for new polymer technologies •Significant advancements made in AI modelling for leveraging large amounts of data and machine learning to develop new technologies | | Drive growth strategy for Fuel Specialties across all regions while improving the cash management of the business | •The Fuel Specialties division exceeded its budgeted cash flow target for the year •Led a review of working capital practices which resulted in a reduction of working capital percentage as a percentage of sales | | Continue supporting efforts to profitably grow the Oilfield Services business in EMEA (Europe, Middle East and Asia) and AsPac (Asia Pacific) regions | •Operating Income targets exceeded in both regions in the year |
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Annual Incentives
| Mr. Corbin Barnes Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 47 out of 50 | | Manage M&A prospects, inquiries and projects and support integration of new acquisitions | •Led the cross-functional due diligence process for the acquisition of QGP’s specialty chemicals business, while also leading development of post-close integration action plans across all functions •More Indications of Interest have been executed in 2023 than in 2022 and the target screening process has been refined to increase the efficiency of focusing on targets that best align with our strategy | | Develop and deliver a comprehensive plan to gain exposure to more of the Company’s top investors | •Action plan executed, which resulted in attendance at 8 investor conferences with many of the Company’s largest shareholders, some representatives of which are active managers | | Support effort to ensure the Company’s ESG priorities align with investor expectations | •Executed a detailed review and edit of the annual Innospec ESG report to support alignment with investor expectations •Developed a process that pulls scores from hundreds of ESG scoring items to help filter and prioritize opportunities for improvement when performing ESG scoring peer comparisons |
Annual Incentives
| Mr. David B. Jones Personal Performance Goals and Objectives | Actual Performance vs Personal Goals and Objectives Awarded score of 46 out of 50 | | Drive on-going development of the Compliance program, to mitigate risks while supporting business objectives | •Worked with Company business leaders and Board to update and enhance effectiveness of Compliance policies to mitigate risk, to include Gifts & Hospitality and Document Retention and Destruction policies | | Work closely with businesses to deliver appropriate compliance programs and processes for key strategic and potentially high- risk regions | •Led the complex legal and insurance claim response to the significant inventory misappropriation in Brazil, demonstrating effective defense of the Company’s interests •Led the complex legal due diligence process for the acquisition of QGP’s specialty chemicals business in Brazil | | Deliver cost effective insurance renewal process and continue to drive improvements in process across global business | •Led property insurance renewal process across all businesses, and achieved favorable, long-term rates despite sharp increases in premiums in a challenging market |
Long-Term Incentive Plans
Long-Term Incentive Plans The Compensation Committee believes that equity-based long-term incentive awards are an important element of the overall compensation for the Company’s NEOs. They are designed to provide a focus on achievement of performance goals that help create long-term value for stockholders, act as retention incentives for executives and, through the ownership of Common Stock of the Company, encourage strategic decision-making that is aligned with the interests of stockholders.
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Omnibus Plan
Omnibus Plan The Omnibus Plan provides for the grant of non-qualified and incentive stock options, full value awards and cash incentive awards. Full value awards, stock options and cash incentive awards were granted under the Omnibus Plan to the NEOs in 2023. Following are the key features of this plan for awards issued in 2023:
Omnibus Plan
| Omnibus Plan Key Features | | | | | Stock Awards | | Cash Incentive Awards | | | Options | Full Value | Market Priced | Full Value | | Granted at market price | Granted at zero cost | Granted at market price | Granted at zero cost | | Exercisable for Common Stock | Grant of Common Stock | Redeemable for cash based on stock appreciation | Redeemable for cash based on stock appreciation | | No performance criteria | Specified performance criteria | No performance criteria | Specified performance criteria | | Minimum 1-year vesting | Minimum 1-year vesting | Minimum 1-year vesting | Minimum 1-year vesting | | Immediate vesting upon change in control | Immediate vesting upon change in control | Immediate vesting upon change in control | Immediate vesting upon change in control |
Omnibus Plan
same minimum vesting requirements described above for options and full value awards and are treated in the same way as options and full value awards if a participant ceases to be employed with the Company, except that in that case of full value cash awards, if the Compensation Committee exercise its discretion, participants have a 12-month period to exercise any such vested awards. The criteria for full value and cash incentive awards made in 2023 under the Omnibus Plan, where vesting is conditional on achievement of specific performance measures, are based on relative performance of total stockholder return versus the S&P 1500 Specialty Chemicals Index, measured over a three-year period starting with the financial year of the date of grant, the growth in sales revenue for the Company and the growth in earnings per share. Total vesting for the 2023 awards is based on the following formula:
Omnibus Plan
| Proportion of the 30% allocated to TSR Vesting | | Proportion of the 30% allocated to growth in Revenue Vesting | | Proportion of the 40% allocated to growth in EPS Vesting | | Total Vesting Percentage |
Omnibus Plan
Awards vest on a straight-line basis between each threshold listed above up to the maximum percentage listed in each table. For example, a total growth in EPS of 4% versus the 2023 budget would result in 82.5% of the options vesting. The grants are issued on a date set by the Compensation Committee each year. This is usually after the public announcement of the annual financial results. The Compensation Committee determines the grant date to be used in advance and the stock price used is typically the closing stock price at the end of the day prior to the agreed grant date. The full value awards and options, together with the cash incentive awards, granted under the Omnibus Plan are intended to deliver an overall long-term incentive award in line with the grant policy as detailed below.
Grant Policy
| | Grants of stock options and cash incentive awards at market price as % of base salary | Grants of full value awards and full value cash incentive awards as % of base salary | | Chief Executive Officer | 30% | 220% | | Executive Officers | 20% | 90% |
Grant Policy
| Chief Executive Officer | | | Executive Officers | | | | Performance rating | Grants of stock options and cash incentive awards at market price as % of base salary | Grants of full value awards and full value cash incentive awards as % of base salary | Performance rating | Grants of stock options and cash incentive awards at market price as % of base salary | Grants of full value awards and full value cash incentive awards as % of base salary | | 1 | 45 | 330 | 1 | 30 | 135 | | 2 | 37.5 | 275 | 2 | 25 | 112.5 | | 3 | 30 | 220 | 3 | 20 | 90 | | 4 | 0 | 0 | 4 | 0 | 0 | | 5 | 0 | 0 | 5 | 0 | 0 |
Grant Policy
The performance of the NEOs, other than the CEO, is assessed by the CEO and the Compensation Committee. The CEO recommends a rating to the Compensation Committee. The Compensation Committee reviews these and separately assesses the performance of the CEO and makes a final recommendation on performance ratings for all Executive Officers to the full Board for approval. This provides for a rigorous performance-related grant policy, in addition to the performance elements of the grants themselves. In 2023, Mr. Williams was rated as “1” for his 2022 performance and as such was eligible for long-term incentive awards at 150% of the policy levels for this role. In the case of the other NEOs, based on the assessment of their individual performance as approved by the Compensation Committee, Dr. McRobbie, Mr. Cleminson, Mr. Jones and Mr. Barnes were also eligible for awards at 150% of the policy level, and Dr. Boon was eligible for awards at 125% of the policy level. In line with the Compensation Committee’s policy, 75% of the awards due under the policy will be made in the form of full value awards to be granted at zero cost and option grants under the Omnibus Plan, with the remaining 25% made in the form of cash incentive awards. The Compensation Committee has determined that in order to help manage run rates, the level of full value awards and option grants in any one year should be restricted to a burn rate of no more than 1% of the Company’s stock outstanding with the balance of long-term incentives granted as cash incentive awards that do not impact the burn rate. In 2023, the level of full value awards and option grants under the policy was less than 1% of the Company’s stock outstanding.
Changes for 2024
Changes for 2024 In 2023, the Compensation Committee conducted a review of the Company’s long-term incentive program in coordination with Exequity and approved changes implemented for the grants made in 2024. In conducting its review, the Compensation Committee reviewed data collected from the Comparator Group, as prepared by Exequity. For grants made in 2024, performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) were awarded to Company executives, including the NEOs. The targeted value of the PSUs was weighted at 70% and the RSUs at 30% of the targeted value. In addition, the Compensation Committee approved a change to the relative total shareholder return performance measure. For PSUs granted in 2024, the Company’s relative total shareholder return will be measured versus the Comparator Group. Other performance measures for the PSUs remain generally consistent with the 2023 design for the full value awards as described above. In making these changes for the grants made in 2024, the Compensation Committee sought to increase the retentive power of its long-term incentive program, better align with Comparator Group practices, and increase the overall competitiveness of the Company’s long-term incentive program.
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan The Company offers a Nonqualified Deferred Compensation Plan (the “Deferred Plan”). The select group of highly compensated employees eligible for the Deferred Plan are designated by the Company in its sole discretion, subject to top hat requirements. Eligible participants are permitted to elect to defer up to 25% of their base salary and up to 100% of any performance-based compensation which is paid in cash. In 2023, Mr. Williams and Mr. Jones were the only NEOs eligible to participate in the Deferred Plan. The Company makes discretionary contributions in any given Deferred Plan year equal to the amount of Company contributions that would have otherwise been allocated to the participant under a qualified plan. In this case, such Company contributions are equal to the amount of the participant’s eligible profit-sharing contributions that exceeds IRS employee plus employer contribution limits under the qualified plan. Additionally, the Company has complete discretion to determine each year whether to make an additional annual contribution on behalf of some or all participants in the Deferred Plan. Other discretionary employer contribution factors may include, but are not limited to, achievement of Company financial performance objectives. In 2024, Mr. Williams was credited with a discretionary Company contribution of $30,674, which accrued during fiscal year 2023. In 2024, Mr. Jones was also credited with a discretionary Company contribution of $16,145, which accrued during fiscal year 2023. The amounts deferred are credited to accounts hypothetically invested in investments selected by the participant that mirror the investment alternatives available in the Company’s qualified retirement savings plans subject to Internal Revenue Code (“IRC”) Section 401(a). Each participant in the Deferred Plan is 100% vested in that portion of his or her account that is attributable to employee elective deferrals. For participants receiving an employer discretionary contribution, the “3 Year Cliff” vesting schedule from the date of contribution applies. Distribution of a participant’s vested accounts for participants who have reached Retirement (i.e. age 50 with a minimum of five years of service) will begin within 60 days of the participant’s separation from service, pursuant to the form of payment selected (lump-sum or instalments over a period not to exceed 10 years) on properly executed election forms. Vested account benefits will be paid in one lump sum to the participant’s beneficiary in the event of the participant’s death in service. A participant’s vested account benefits will be paid to the participant in one lump sum in the event of separation from service that is not a Retirement. The Deferred Plan is subject to the rules of IRC Section 409A, which restricts the timing of distributions made to specified employees. As a result, commencement of payments to any eligible NEO participating in the Deferred Plan must be delayed for at least six months after separation from service.
Employment Agreements
Employment Agreements Each of the NEOs has a rolling 12-month employment agreement with the Company. Under these agreements, the Company can terminate the agreement without cause by giving one year’s notice to the NEO. In the case of Mr. Williams, he can terminate the agreement by giving the Company one year’s notice, while the other NEOs are
Employment Agreements
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Employment Agreements
required to give the Company six months’ notice if they wish to terminate the agreement. The employment agreement for each of the NEOs also includes a “Change in Control” clause. This specifies that, in the event of a change in control of the Company, if the Company terminates the NEO within 12 months after the change in control, or if the NEO terminates his employment within 12 months for good reason, the NEO will be entitled to a compensation payment. If the Company terminates the employment of the NEO during this period, the payment is calculated as 24 months’ compensation defined as base salary, bonus at target and any car allowance from the date of notice of termination. If the NEO terminates his employment for good reason during this period, the payment is calculated as 24 months’ compensation, defined as above, from the date of the change in control. In addition, under the rules of the stock option plans, all options would vest on the change in control. The NEOs are treated in the same way as other employees who hold options under the plans. A change in control is deemed to have occurred if a person or group becomes the beneficial owner of 30% or more of the combined voting power of the Company; there is a consolidation or merger and the Company is not the surviving company; the stockholders of the Company approve plans or proposals for a liquidation or dissolution of the Company or, if, following a cash offer or merger, the members of the Board cease to constitute a majority of the Board. In addition, under their employment agreement, each of the NEOs, including the CEO and the CFO, is subject to a 12-month non-solicitation period, with respect to customers and employees, and a 12-month non-compete period, from the date their employment with the Company ends.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name & Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non Equity Incentive Compensation | Change in Pension fund value and other deferred benefits | All Other Compensation | Total | | | | (1) | | (2) | (3) | (4) | | (5) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer | 2023 | 1,381,048 | — | 2,870,922 | 1,183,023 | 1,750,014 | — | 114,856 | 7,299,862 | | | 2022 | 1,314,807 | — | 2,824,426 | 1,120,932 | 2,521,950 | — | 106,374 | 7,888,489 | | | 2021 | 1,243,462 | — | 2,660,842 | 3,510,330 | 2,385,100 | — | 98,166 | 9,897,900 | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer | 2023 | 428,515 | — | 360,206 | 164,626 | 380,974 | — | 123,277 | 1,457,598 | | | 2022 | 406,889 | — | 398,601 | 172,157 | 567,697 | — | 116,467 | 1,661,811 | | | 2021 | 381,412 | — | 384,433 | 439,873 | 442,133 | — | 105,548 | 1,753,398 | | Dr. Philip J. Boon Executive Vice President, and Chief Operating Officer | 2023 | 437,090 | — | 307,370 | 140,577 | 344,980 | — | 128,073 | 1,358,090 | | | 2022 | 418,591 | — | 350,023 | 151,126 | 413,488 | — | 121,572 | 1,454,800 | | | 2021 | 402,492 | — | 340,851 | 443,682 | 375,660 | — | 115,543 | 1,678,228 | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations | 2023 | 313,773 | — | 261,816 | 120,878 | 280,579 | — | 37,555 | 1,014,601 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | 348,473 | — | 288,086 | 133,155 | 317,475 | — | 96,720 | 1,183,909 | | | 2022 | 319,423 | — | 288,205 | 126,029 | 436,718 | — | 90,321 | 1,260,696 | | | 2021 | 268,418 | — | 736,345 | 290,290 | 349,934 | — | 90,321 | 1,735,308 |
SUMMARY COMPENSATION TABLE
Footnotes to “Summary Compensation Table”: (1)Mr. Williams, Mr. Barnes, and Mr. Jones are paid in U.S. dollars. All the other NEOs above are paid in GB Pounds Sterling. For the purposes of the “Summary Compensation Table”, a GB Pound Sterling to U.S. Dollar exchange rate of 1.2417 is used for 2021, 2022 and 2023, being the average exchange rate for 2023. (2)The value of the full value awards for all NEOs listed above for 2023 discloses the grant date fair value of full value awards made under the Omnibus Plan. The value of the full value awards is determined using the number of shares of stock awarded and the grant date fair value for each share awarded is calculated using the Black-Scholes model, with reference to the underlying stock price, exercise price of the awards, volatility of the Company’s stock price, risk free rate and expected dividend yield. For full value awards with additional characteristics, such as vesting criteria linked to stock market indices or stock price performance, a Monte Carlo simulation is used to model the range of potential outcomes. For further information on the assumptions underlying these grant date fair values refer to Note 18 of the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
(3)The value of the option awards for all NEOs listed above discloses the grant date fair value of options awarded under the Omnibus Plan and the grant date fair value of any cash incentive awards granted in lieu of stock option awards and full value awards as required by the terms of the grant. The value of the option awards and cash incentive awards are determined using the number of options awarded and, for the cash incentive awards, the number of units awarded, and the grant date fair value for each option or unit made in the year. The grant date fair values on Company stock options and cash incentive awards are calculated in the same way as the full value awards above. For each NEO, the value of the cash incentive awards included in the total amount disclosed for 2023 under option awards is detailed below:
SUMMARY COMPENSATION TABLE
| Name | Value of cash incentive awards included under option awards | Proportion of value of cash incentive awards relating to those granted at market price | Proportion of value of cash incentive awards relating to those granted at zero cost | | Mr. Patrick S. Williams | $1,011,846 | 5.6% | 94.4% | | Mr. Ian P. Cleminson | $129,608 | 9.0% | 91.0% | | Dr. Philip J. Boon | $110,721 | 9.0% | 91.0% | | Mr. Corbin Barnes | $95,454 | 8.9% | 91.1% | | Mr. David B. Jones | $105,149 | 8.9% | 91.1% |
SUMMARY COMPENSATION TABLE
(4)The Non-Equity Incentive Compensation for all NEOs listed above relates to incentive compensation earned for the stated year under the MICP. (5)The amounts reflected under “All Other Compensation” for 2023 are identified in the “All Other Compensation” table below. Other than where specified below, where any perquisites and personal benefits are provided to a NEO which are not generally available on a non-discriminatory basis to all employees in that business unit, their total value for any NEO was less than $10,000 in the year ended December 31, 2023.
SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| Name and Principal Position | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Plan Awards | | | All other Stock Awards: No. of Securities, Shares of stock or units | All other Options Awards: No. of Securities underlying options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | ($) | ($) | ($) | | | ($) | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer(1)(1) | 02/27/23 | — | — | — | 1,119,660 | 1,995,291 | 2,870,922 | — | — | — | — | | (2)(2) | 02/27/23 | — | — | — | — | — | — | — | 1,326 | 109.42 | 57,045 | | (3)(3) | 02/27/23 | — | — | — | 372,373 | 663,587 | 954,801 | — | — | — | — | | (4)(4) | — | 518,096 | 1,151,325 | 2,648,047 | — | — | — | — | — | — | — | | (5)(5) | 02/27/23 | — | — | — | — | — | — | — | 3,979 | 109.42 | 171,177 | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer(1)(1) | 02/27/23 | — | — | — | 140,480 | 250,343 | 360,206 | — | — | — | — | | (2)(2) | 02/27/23 | — | — | — | — | — | — | — | 271 | 109.42 | 11,658 | | (3)(3) | 02/27/23 | — | — | — | 46,000 | 81,975 | 117,950 | — | — | — | — | | (4)(4) | — | 116,624 | 259,166 | 596,082 | — | — | — | — | — | — | — | | (5)(5) | 02/27/23 | — | — | — | — | — | — | — | 814 | 109.42 | 35,018 | | Dr. Philip J. Boon Executive Vice President and Chief Operating Officer(1)(1) | 02/27/23 | — | — | — | 119,874 | 213,622 | 307,370 | — | — | — | — | | (2)(2) | 02/27/23 | — | — | — | — | — | — | — | 232 | 109.42 | 9,981 | | (3)(3) | 02/27/23 | — | — | — | 39,289 | 70,015 | 100,741 | — | — | — | — | | (4)(4) | — | 118,867 | 264,149 | 607,544 | — | — | — | — | — | — | — | | (5)(5) | 02/27/23 | — | — | — | — | — | — | — | 694 | 109.42 | 29,856 | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations(1)(1) | 02/27/23 | — | — | — | 102,108 | 181,962 | 261,816 | — | — | — | — | | (2)(2) | 02/27/23 | — | — | — | — | — | — | — | 197 | 109.42 | 8,475 | | (3)(3) | 02/27/23 | — | — | — | 33,922 | 60,450 | 86,979 | — | — | — | — | | (4)(4) | — | 83,066 | 229,206 | 527,175 | — | — | — | — | — | — | — | | (5)(5) | 02/27/23 | — | — | — | — | — | — | — | 591 | 109.42 | 25,425 | | Mr. David B Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary(1)(1) | 02/27/23 | — | — | — | 112,354 | 200,220 | 288,086 | — | — | — | — | | (2)(2) | 02/27/23 | — | — | — | — | — | — | — | 217 | 109.42 | 9,335 | | (3)(3) | 02/27/23 | — | — | — | 37,367 | 66,591 | 95,814 | — | — | — | — | | (4)(4) | — | 93,989 | 208,864 | 480,389 | — | — | — | — | — | — | — | | (5)(5) | 02/27/23 | — | — | — | — | — | — | — | 651 | 109.42 | 28,006 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
Footnotes to “Grants of Plan-Based Awards” table: (1)Full Value awards issued under the Omnibus Plan (2)Cash incentive awards issued at market price under the Omnibus Plan (3)Cash incentive awards, with vesting dependent on achievement of performance measures, issued at zero cost under the Omnibus Plan (4)Estimated pay-outs under the MICP (5)Options issued under the Omnibus Plan •Details of the grant policy and performance criteria for the awards made in 2023 are covered earlier in the Compensation Discussion and Analysis. •The All Other Options Awards column in the “Grants of Plan-Based Awards” table details the following types of awards made under the Omnibus Plan: Options. Options were granted at market value and become exercisable normally after three years, with all options vesting at the end of this period. The options awarded are detailed under “All Other Option Awards” in the rows labelled (5). The grant date fair value for the option awards has been determined using the fair value of the Company’s stock on date of grant.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
Cash incentive awards granted at market price. Cash incentive awards were also made in the form of units, which can be cashed after three years, assuming the NEO remains employed by the Company. The value of each award once vested will be equal to the number of units multiplied by the closing stock price of the Company on the date it is exchanged for cash, less the market stock price at time of grant. These awards are detailed under “All Other Option Awards” in the rows labelled (2) in the table. The grant date fair value for the cash incentive awards granted at market price has been determined using the fair value of the Company’s stock on date of grant. •The Estimated Future Pay-Outs Under Equity Awards column in the “Grants of Plan-Based Awards” table details the following types of awards made under the Omnibus Plan: Full Value Awards. Full value awards were granted at zero cost, i.e. with an exercise price of zero and vest after a minimum of two years but normally after three years, provided that specified performance criteria are achieved as set by the Compensation Committee. The full value awards are detailed under “Estimated Future pay-outs under Equity Plan Awards” in the row labelled (1). Cash Incentive Awards granted at zero cost. Cash incentive awards were also made in the form of units. These awards were granted at zero cost and become exercisable after a minimum of two years but normally after three years, subject to achievement of performance criteria set by the Compensation Committee. All cash incentive awards granted at zero cost have a ten-year term and once the awards vest, the recipient has the right to exercise them at any time prior to their expiration date. However, if these cash incentive awards were granted to a participant who was or would otherwise be subject to Section 409A of the Code, with an exercise price less than the fair market value of the shares on the date of grant, it must be exercised (if at all) no later than March 15 of the calendar year immediately following the calendar year in which it is first capable of exercise under the Omnibus Plan. The Cash Incentive Awards granted at zero cost are detailed under “Estimated Future Pay-outs under Equity Incentive Plan Awards” in the rows under the grant date labelled (3) in the table above. In 2023, the relative weighting and performance criteria for both the full value awards and the cash incentive awards granted at zero costs detailed in the rows labelled (1) and (3) were: •30% weighting on the relative performance of the Company’s Total Stockholder Return versus the S&P 1500 Chemicals Total Return Index (“Index”). The threshold level is set at 70% of the Index performance over three years, in which case 60% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at 90% of the Index performance, in which case 80% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at 105% of the Index performance, in which case all the granted full value awards and cash incentive awards granted at zero cost will vest •30% weighting on the compound increase per annum in sales revenue. The threshold level is set at a total growth of 2% versus the 2023 budget figure, in which case 30% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at a total growth of 3% versus the 2023 budget figure, in which case 65% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at a total growth of 5% versus the 2023 budget figure, in which case all the granted full value awards and cash incentive awards granted at zero cost will vest •40% weighting on the compound increase per annum in earnings per share (“EPS”). The threshold level is set at a total growth of 2% versus the 2023 budget figure, in which case 30% of the full value awards and cash incentive awards granted at zero cost will vest. The target level is set at a total growth of 3% versus the 2023 budget figure, in which case 65% of the full value awards and cash incentive awards granted at zero cost will vest and the maximum level is set at a total growth of 5% versus the 2023 budget figure in which case all the full value awards and cash incentive awards granted at zero cost will vest
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
The estimated future pay-outs for the full value awards and cash incentive awards granted at zero cost have been valued using the grant date fair value for the awards. MICP. Payment under the MICP is based on achievement of pre-determined financial goals and personal objectives set by the Board each year. The threshold level is set at 90% achievement of the financial goals and the target payment is earned for 100% achievement of the financial goals. The maximum payment is earned for 130% achievement of the financial goals. The potential awards for 2023 are detailed in the table in the row under the grant date heading labelled (4). As this is an annual non-equity incentive plan, no grant date is disclosed.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
| | | | Option Awards | | | | | | Stock Awards | | | | Name and Principal Position | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plans Awards: Number of Securities Underlying Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | | | | | ($) | | | ($) | | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer | 4 | 8 | | 1,318 | | 99.85 | 2/22/2031 | | | | | | | 4 | 12 | | 1,377 | | 99.68 | 2/21/2032 | | | | | | | 4 | 14 | | 1,326 | | 109.42 | 2/27/2033 | | | | | | | 1 | 8 | | 3,955 | | 99.85 | 2/22/2031 | | | | | | | 1 | 12 | | 4,131 | | 99.68 | 2/21/2032 | | | | | | | 1 | 14 | | 3,979 | | 109.42 | 2/27/2033 | | | | | | | 3 | 8 | | | 9,667 | 0.00 | 3/15/2025 | | | | | | | 3 | 12 | | | 10,097 | 0.00 | 3/15/2026 | | | | | | | 3 | 14 | | | 9,726 | 0.00 | 3/15/2027 | | | | | | | 2 | 8 | | | | 0.00 | 02/22/2024 | | | 29,001 | 3,574,083 | | | 2 | 12 | | | | 0.00 | 02/21/2025 | | | 30,292 | 3,733,186 | | | 2 | 14 | | | | 0.00 | 2/28/2026 | | | 29,179 | 3,596,020 | | | 5 | 15 | | 161 | | 74.13 | 12/26/2024 | | | | | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer | 4 | 8 | | 311 | | 99.85 | 2/22/2031 | | | | | | | 4 | 12 | | 317 | | 99.68 | 2/21/2032 | | | | | | | 4 | 14 | | 271 | | 109.42 | 2/27/2033 | | | | | | | 1 | 8 | | 931 | | 99.85 | 2/22/2031 | | | | | | | 1 | 12 | | 950 | | 99.68 | 2/21/2032 | | | | | | | 1 | 14 | | 814 | | 109.42 | 2/27/2033 | | | | | | | 3 | 8 | | | 1,397 | 0.00 | 2/22/2031 | | | | | | | 3 | 12 | | | 1,425 | 0.00 | 2/21/2032 | | | | | | | 3 | 14 | | | 1,220 | 0.00 | 2/27/2033 | | | | | | | 2 | 8 | | | | 0.00 | 02/22/2024 | | | 4,190 | 516,376 | | | 2 | 12 | | | | 0.00 | 2/21/2025 | | | 4,275 | 526,851 | | | 2 | 14 | | | | 0.00 | 02/27/2026 | | | 3,661 | 451,182 | | | 6 | 16 | | 274 | | 75.71 | 1/11/2025 | | | | | | Dr. Philip J. Boon Executive Vice President and Chief Operating Officer | 4 | 8 | | 276 | | 99.85 | 2/22/2031 | | | | | | | 4 | 12 | | 278 | | 99.68 | 2/21/2032 | | | | | | | 4 | 14 | | 232 | | 109.42 | 2/27/2033 | | | | | | | 1 | 8 | | 825 | | 99.85 | 2/22/2031 | | | | | | | 1 | 12 | | 834 | | 99.68 | 2/21/2032 | | | | | | | 1 | 14 | | 694 | | 109.42 | 2/27/2033 | | | | | | | 3 | 8 | | | 1,238 | 0.00 | 2/22/2031 | | | | | | | 3 | 12 | | | 1,251 | 0.00 | 2/21/2032 | | | | | | | 3 | 14 | | | 1,042 | 0.00 | 2/27/2033 | | | | | | | 2 | 8 | | | | 0.00 | 02/22/2024 | | | 3,715 | 457,837 | | | 2 | 12 | | | | 0.00 | 02/21/2025 | | | 3,754 | 462,643 | | | 2 | 14 | | | | 0.00 | 02/27/2026 | | | 3,124 | 385,002 | | | 6 | 16 | | 274 | | 75.71 | 1/11/2025 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
| | | | Option Awards | | | | | | Stock Awards | | | | Name and Principal Position | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plans Awards: Number of Securities Underlying Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | | | | | ($) | | | ($) | | ($) | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations | 1 | 12 | | 598 | | 99.68 | 2/21/2032 | | | | | | | 4 | 12 | | 200 | | 99.68 | 2/21/2032 | | | | | | | 1 | 14 | | 591 | | 109.42 | 2/27/2033 | | | | | | | 4 | 14 | | 197 | | 109.42 | 2/27/2033 | | | | | | | 3 | 10 | | | 1,000 | 0.00 | 3/15/2024 | | | | | | | 3 | 8 | | | 625 | 0.00 | 3/15/2025 | | | | | | | 3 | 12 | | | 897 | 0.00 | 3/15/2026 | | | | | | | 3 | 14 | | | 886 | 0.00 | 3/15/2027 | | | | | | | 2 | 8 | | | | 0.00 | 2/22/2024 | | | 1,875 | 231,075 | | | 2 | 11 | | | | 0.00 | 5/1/2024 | | | 3,000 | 369,720 | | | 2 | 13 | | | | 0.00 | 5/1/2025 | | | 2,000 | 246,480 | | | 2 | 12 | | | | 0.00 | 2/21/2025 | | | 2,692 | 331,762 | | | 2 | 14 | | | | 0.00 | 2/28/2026 | | | 2,661 | 327,942 | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 4 | 7 | 189 | | | 95.70 | 2/24/2030 | | | | | | | 4 | 8 | | 204 | | 99.85 | 2/22/2031 | | | | | | | 4 | 12 | | 229 | | 99.68 | 2/21/2032 | | | | | | | 4 | 14 | | 217 | | 109.42 | 2/27/2033 | | | | | | | 1 | 7 | 568 | | | 95.70 | 2/24/2030 | | | | | | | 1 | 8 | | 609 | | 99.85 | 2/22/2031 | | | | | | | 1 | 12 | | 687 | | 99.68 | 2/21/2032 | | | | | | | 1 | 14 | | 651 | | 109.42 | 2/27/2033 | | | | | | | 3 | 8 | | | 914 | 0.00 | 3/15/2025 | | | | | | | 3 | 12 | | | 1,030 | 0.00 | 3/15/2026 | | | | | | | 3 | 14 | | | 976 | 0.00 | 02/27/2026 | | | | | | | 2 | 8 | | | | 0.00 | 02/22/2024 | | | 2,743 | 338,047 | | | 2 | 9 | | | | 0.00 | 3/1/2024 | | | 2,500 | 308,100 | | | 2 | 12 | | | | 0.00 | 02/21/2025 | | | 3,091 | 380,935 | | | 2 | 14 | | | | 0.00 | 02/27/2026 | | | 2,928 | 360,847 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
Footnotes to “Outstanding Equity Awards at Fiscal Year End 2023” table: (1)Options issued under the Omnibus Plan. Option awards under the Omnibus Plan which are not exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” and those which are exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (2)Full Value Awards issued under the Omnibus Plan. The number of units awarded are detailed in the column headed “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the market value of these is detailed in the column headed “Equity Incentive Plan Awards: Market or Pay-out Value of Unearned Shares, Units or Other Rights That Have Not Vested”, using the 2023 year end share price of $123.24 as an indication
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
| | | 86 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
(3)Cash Incentive Awards granted at zero cost issued under the Omnibus Plan. Cash Incentive awards under the Omnibus Plan which are not exercisable are detailed in the column headed “Equity Incentive Plan Awards” and those which are exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (4)Cash Incentive Awards granted at market price issued under the Omnibus Plan. Cash Incentive Awards granted at market price which are not exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” and those which are exercisable are detailed in the column headed “Number of Securities Underlying Unexercised Options Exercisable” (5)Options issued under the ShareSave plan to US participants. These are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” (6)Options issued under the ShareSave plan to non-US participants. These are detailed in the column headed “Number of Securities Underlying Unexercised Options Unexercisable” (7)Omnibus Full Value Awards, Options and Cash Incentive Awards vested on February 24, 2023 (8)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of February 22, 2024 (9)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of March 1, 2024 (10)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of March 5, 2024 (11)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of May 1, 2024 (12)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of February 21, 2025 (13)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of May 1, 2025 (14)Omnibus Full Value Awards, Options and Cash Incentive Awards have vesting date of February 27, 2026 (15)Options have vesting date of September 26, 2024 (16)Options have vesting date of November 1, 2025 With respect to non-vested or unearned performance based stock options, full value awards, cash incentive awards and SEUs, the number of shares, cash incentive awards and SEUs reported as of December 31, 2023 in the table is based on the performance achieved for each performance goal in the previous fiscal year (2023), except where performance was below the threshold level, in which case the number of shares, cash incentive awards and SEUs reported is based on the threshold level, as detailed below: •In the case of the performance-based stock options and SEUs which subsequently vested on February 22, 2024, the number of shares reported is based on achieving 564% relative performance for TSR versus the Russell 2000, 98% increase in EPS per annum and 51% growth in gross revenue as this was the expected and actual outcome. •For those full value awards and cash incentive awards that expire in February 2032, relative performance of TSR versus the Russell 2000 was greater than the maximum target level; EPS and gross revenue were also greater than the maximum target level. •For those full value awards and cash incentive awards that expire in February 2033, relative performance of TSR versus the S&P 1500 Chemicals Index was greater than the maximum target level; EPS and gross revenue were also greater than the maximum target level. •The number of shares reported for Mr. Jones in the case of those which have a vesting date of March 1, 2024, is based on the full achievement of the performance measures, as this is the expected outcome. The market value of any shares which have not vested is calculated using the year-end stock price of $123.24, as an indication.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023
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OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023 The following table provides information for the NEOs on exercises of stock option and cash-based awards, which were granted as SEUs during the fiscal year 2023, including the number of shares or SEUs acquired on exercise or transfer and the value realized.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
| Name and Principal Position | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Exercise | | | | ($) | | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer(1) | 6,304 | 689,784 | — | — | | (2) | 1,323 | 18,152 | — | — | | (3) | 3,967 | 53,555 | — | — | | (4) | 18,912 | 2,060,084 | — | — | | (5) | 12,193 | 1,334,158 | — | — | | (6) | 36,581 | 4,024,276 | — | — | | Mr. Ian P. Cleminson Executive Vice President and Chief Financial Officer(1) | 835 | 91,366 | — | — | | (2) | 286 | 3,924 | — | — | | (3) | 406 | 4,210 | — | — | | (3) | 450 | 4,666 | — | — | | (4) | 2,504 | 265,599 | — | — | | (5) | 1,741 | 190,500 | — | — | | (6) | 5,223 | 554,004 | — | — | | Dr. Philip J. Boon Executive Vice President and Chief Operating Officer(1) | 755 | 82,612 | — | — | | (2) | 258 | 3,540 | — | — | | (3) | 774 | 7,678 | — | — | | (4) | 2,263 | 249,134 | — | — | | (5) | 1,906 | 208,555 | — | — | | (6) | 5,717 | 603,830 | — | — | | Mr. Corbin Barnes Senior Vice President, Corporate Development and Investor Relations(1) | 1,300 | 142,246 | — | — | | (5) | 2,000 | 218,840 | — | — | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary(1) | 554 | 60,619 | — | — | | (4) | 1,661 | 182,859 | — | — | | (4) | 2,500 | 275,475 | — | — | | (5) | 759 | 79,050 | — | — | | (6) | 2,276 | 250,565 | — | — |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
Footnotes to the “Option Exercises and Stock Vested during Fiscal 2023” table: (1)Cash incentive awards exercised which were issued at zero cost under the Omnibus Plan (2)Cash incentive awards exercised which were issued at market price under the Omnibus Plan (3)Options exercised which were issued under the Omnibus Plan (4)Full Value awards transferred which were issued under the Omnibus Plan (5)SEUs exercised which were issued under the PRSOP Plan (6)Full Value Awards exercised which were issued under the PRSOP Plan The aggregate dollar amount realized on exercise of option awards, SEUs and matching shares was computed by calculating the closing price of all underlying common stock on the date of exercise or transfer, less the exercise price of the option, multiplied by the number of shares underlying the options or SEUs exercised, or stock transferred.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
| | | 88 |
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The following table provides information regarding The Innospec Inc. Nonqualified Deferred Compensation Plan during fiscal year 2023. Mr. Williams and Mr. Jones were the only NEOs who were eligible to participate in this plan during 2023. More information on the plan is provided in the Compensation Discussion and Analysis section of the Proxy under the section headed “Non-qualified Deferred Compensation Plan”.
NON-QUALIFIED DEFERRED COMPENSATION
| | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at end of last Fiscal Year 2023 | | | (1) | (2) | (3) | (4) | (5) | | | ($) | ($) | ($) | ($) | ($) | | Mr. Patrick S. Williams President and Chief Executive Officer | — | 30,674 | 12,186 | — | 112,469 | | Mr. David B. Jones Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | — | 16,145 | 5,492 | — | 49,380 |
Footnotes to the “Non-qualified Deferred Compensation” table
Footnotes to the “Non-qualified Deferred Compensation” table (1)These amounts, if any, are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Compensation” columns for 2023. Neither Mr. Williams nor Mr. Jones made any contributions into the Deferred Compensation plan in 2023. (2)The amounts disclosed for Mr. Williams and Mr. Jones include employer elective deferrals for $30,674 and $16,145 respectively, which accrued during fiscal year 2023 and credited to their accounts in 2024. These amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2023. (3)These amounts are not included in the Summary Compensation Table because Plan earnings were not preferential or above market. (4)Withdrawal and distribution amounts, if any, are not included in the Summary Compensation Table because these are pay-outs of prior years’ earnings and contributions. There were no withdrawals or distributions in 2023. (5)These amounts are as of December 31, 2023 and do not take into account the amounts in the “Registrant Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal year 2023 but were credited to Mr. Williams’ and Mr. Jones’ accounts in 2023 as detailed above.
Footnotes to the “Non-qualified Deferred Compensation” table
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (CAP), as defined in Item 402(v), and performance.
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for Principal Executive Officer (PEO) (b)(1) | Compensation Actually Paid to PEO(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(5) (h) | Corporate Operating Income(6) (millions) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(4) (g) | | | | 2023 | $7,299,862 | $10,144,030 | $1,253,550 | $1,604,203 | $125 | $128 | $139.1 | $182.1 | | 2022 | $7,888,489 | $11,227,698 | $1,375,137 | $1,771,361 | $103 | $112 | $133.0 | $213.3 | | 2021 | $9,897,900 | $6,603,590 | $1,668,578 | $1,305,876 | $90 | $149 | $93.1 | $131.2 | | 2020 | $7,454,445 | $5,431,868 | $1,465,583 | $1,135,176 | $89 | $116 | $28.7 | $63.2 |
PAY VERSUS PERFORMANCE
(1)The PEO listed for 2020, 2021, 2022, and 2023 is Patrick S. Williams. The Non-PEO remaining NEOs for 2023 are Ian P. Cleminson, Philip J. Boon, Corbin Barnes, and David B. Jones. The Non-PEO remaining NEOs for 2021 and 2022 are Ian P. Cleminson, Philip J. Boon, Ian M. McRobbie, and David B. Jones. The Non-PEO remaining NEOs for 2020 are Ian P. Cleminson, Philip J. Boon, Brian R. Watt, and Ian M. McRobbie. (2)The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:
PAY VERSUS PERFORMANCE
| Year | Value of Equity Awards Disclosed in the Summary Compensation Table | Year End Value of Equity Awards Granted During the Covered Year | Change in Fair Value from Prior Year End Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value from Prior Year End Fair Value of Awards Granted in Prior Years Vesting During the Covered Year | Total Equity Award Adjustments | | 2023 PEO | ($4,053,944) | $4,469,116 | $1,835,594 | $593,402 | $2,844,167 | | 2023 Average Non-PEO NEOs | ($444,179) | $485,247 | $249,271 | $60,315 | $350,654 |
PAY VERSUS PERFORMANCE
| (a) The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award. |
PAY VERSUS PERFORMANCE
(3)For 2023, no adjustments were made relating to defined benefit and pension plans to determine CAP. (4)Represents the cumulative TSR for the S&P Composite 1500 Specialty Chemicals Index, as disclosed by Innospec for the purposes of Item 201(e) of Regulation S-K. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income). (6)Corporate Operating Income is the financial performance measure used by the Company in the most recently completed fiscal year to link CAP to the Company’s performance. Corporate Operating Income is calculated from GAAP Operating Income adjusted to exclude certain one-time/nonrecurring costs that are not reflective of the Company’s underlying operations, as further described in the Compensation Discussion and Analysis.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
Analysis of the Information Presented in the Pay versus Performance Table The graphics below depict the relationship between CAP and Company TSR, S&P Composite 1500 Specialty Chemicals Index TSR (referred to as the “peer group TSR” for purposes of 402(v)), and financial performance. Tabular List of Financial Performance Measures The most important financial performance measures used by the Company to link executive CAP to the Company’s PEO and NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
PAY VERSUS PERFORMANCE
| • | Corporate Operating Income |
PAY VERSUS PERFORMANCE
| • | Operating Income (GAAP) |
PAY VERSUS PERFORMANCE
| • | EPS |
PAY VERSUS PERFORMANCE
| • | Cash Flow |
PAY VERSUS PERFORMANCE
| • | Revenue |
PAY VERSUS PERFORMANCE
| • | Relative TSR |
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
Pay Ratio Disclosure In line with the SEC disclosure requirements, the Company has determined the ratio of the total annual compensation of Mr. Williams, CEO, to the total annual compensation of the median employee for 2023, the last completed fiscal year. In 2023, the total annual compensation of the CEO was $7,299,695. The total annual compensation of the median employee was $66,806. As a result, for 2023, the ratio of the CEO’s total annual compensation to the total annual compensation of the median employee was approximately 109 to 1. The median employee was identified by examining compensation information derived from payroll records for all employees, excluding the CEO, who were employed by the Company on November 1, 2023. As of such date, the Company employed approximately 2,100 people, with around 720 of these employees located in the United States and around 1,380 located outside the United States. All employees were included, whether employed on a full-time, part-time, temporary or seasonal basis. In identifying the median employee, the Company selected actual cash compensation for the 12 month period ending December 31, 2022 as the most appropriate measure of compensation, as there has been no change in the employee population or compensation arrangements that would have resulted in a significant change in the pay distribution to the workforce. Cash compensation was defined as base salary (for salaried employees), wages (for hourly employees), bonus and incentive payments earned in 2022, and any cash allowances including shift allowance, car allowance and responsibility allowance, but excluding any payments relating to stock based incentives. In the cases where an individual was employed on November 1, 2023, but had not been employed in 2022, the 2022 compensation of an employee in a similar role and location was used as an estimate. In the cases where a full time or part time permanent employee was not employed by the Company for all of 2022, the compensation was annualized. Compensation was not analyzed for any temporary or seasonal workers. This measure was consistently applied to all employees included in the calculation. To determine the annual total compensation of the CEO, we used the amount reported in the “Total” column of the Summary Compensation Table in this Proxy Statement, which includes salary, stock and option awards, bonus, change in pension value, and all other compensation. The median employee’s total annual compensation for 2023 was calculated in accordance with the same requirements applicable to the CEO’s compensation as reported in the Summary Compensation Table and that number was used to calculate the ratio of the CEO’s pay to that of the median employee. The SEC rules requiring pay ratio disclosure allow companies to exercise a significant amount of flexibility in making the determination as to who is the median employee and do not mandate that each company use the same method. We believe that the pay ratio information above is a reasonable estimate calculated in a manner consistent with the SEC rules. However, the total annual compensation of our median employee is unique to that person and is not necessarily a good indicator of the total annual compensation of any of the other employees of the Company, and it is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect that the ratio of the CEO’s total annual compensation to that of the median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion.
PAY VERSUS PERFORMANCE
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DEF 14A of Innospec Inc.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Related Person Transactions and Relationships

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

Identifying and Evaluating Nominees for Director

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

Director Biographies

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class I Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class II Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

Class III Directors

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

DIRECTOR COMPENSATION FOR FISCAL 2023

Basic Compensation Practices

Basic Compensation Practices

Compensation Elements and Performance Metrics

Compensation Elements and Performance Metrics

Compensation Elements and Performance Metrics

Role of the Compensation Committee

Role of the Compensation Consultant

Competitive Market

Competitive Market

Competitive Market

Competitive Market

Competitive Market

Elements of Pay

Annual Incentives

Annual Incentives