DEF 14A of Luxfer Holdings PLC, Apr 30, 2026

DEF 14A of Luxfer Holdings PLC

Filed Apr 30, 2026 · FY20250002077096-26-000109

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS On the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the Directors listed below for election or re-election for a one-year term expiring upon completion of the 2027 Annual General Meeting. Management has no reason to believe that any Directors named below would be unable to serve their full term if elected. Biographies of the Director nominees are included in the section entitled “Director Biographies” on page 25. These biographies include, for each Director, their age as of the Annual General Meeting; business experience; the publicly held and other organizations of which they are or have been Directors within the past five years; and a discussion of the specific experience, qualifications, attributes, or skills that led to the conclusion that each should serve as a Director. Resolutions 1 - 7 are ordinary resolutions. The text of Resolutions 1 - 7 are as follows: 1. IT IS RESOLVED that Andy Butcher be re-elected as a Director of the Company. 2. IT IS RESOLVED that Patrick Mullen be re-elected as a Director of the Company. 3. IT IS RESOLVED that Clive Snowdon be re-elected as a Director of the Company. 4. IT IS RESOLVED that Lisa Trimberger be re-elected as a Director of the Company. 5. IT IS RESOLVED that Richard Hipple be re-elected as a Director of the Company. 6. IT IS RESOLVED that Stewart Watson be elected as a Director of the Company. 7. IT IS RESOLVED that Sylvia A. Stein be re-elected as a Director of the Company. Under our Articles of Association, the election or re-election of each Director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast on the relevant resolution will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of Directors named in this Proxy Statement.

  2. ELECTION OF DIRECTORS

    | The Board of Directors recommends a vote “FOR” the election of each Director nominee. |

  3. ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT |

  4. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the current composition of the Board and the appropriate skills, qualifications, and characteristics required of Directors. The Board assesses membership criteria annually, on an individual basis and in the context of the overall composition, size, and structure of the Board and its Committees as a whole, taking into consideration the anticipated future needs of the Board and the Company’s long-term strategic plans. In addition to intellect, integrity, and sound judgment, this assessment takes into account various factors, including diversity of perspectives, background and other demographics, length of tenure of incumbent Directors, and independence. The Board seeks members from diverse professional backgrounds who have a broad spectrum of experience and a reputation for integrity. In evaluating nominees for the Board of Directors, the Board and the Nominating and Governance Committee took into account the qualities they seek in Directors and the Directors’ individual qualifications, skills, and background that enable the Directors to effectively and productively contribute to the Board’s oversight of the Company, as discussed below in each biography under “Qualifications.” When evaluating re-nomination of existing Directors, the Committee also considers the nominees’ past and ongoing contributions to the Board, length of tenure, ongoing commitments, and, with the exception of Mr. Butcher, who is an Executive Director, their independence.

  5. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIRECTORS STANDING FOR ELECTION OR RE-ELECTION |

  6. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    In accordance with our Articles of Association, the Board shall be comprised of not less than two and not more than ten Directors. The Board, based on the recommendation of the Nominating and Governance Committee, proposed that the following seven nominees be elected at the Annual General Meeting, each of whom will hold office until the next Annual General Meeting or until their successor has been appointed and qualified: • Andy Butcher • Patrick Mullen • Richard Hipple • Clive Snowdon • Sylvia A. Stein • Lisa Trimberger • Stewart Watson All nominees are current Directors of the Company and were elected by shareholders at the 2025 Annual General Meeting, with the exception of Stewart Watson, who joined the Board on September 1, 2025 and is standing for election for the first time. Please refer to the section entitled “Director Qualifications and Skills” on page 29 of this Proxy Statement for additional details regarding the specific experience, training, and skills of each nominee. Specifically, the background and training highlighted in this section were identified by the Nominating and Governance Committee as critical knowledge areas, which contribute to the well-rounded and diverse experiences of the Director nominees and thus the effective operation of the Board.

  7. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  8. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIRECTOR BIOGRAPHIES |

  9. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Andy Butcher Chief Executive Officer and Executive Director Age: 57 Director Since: 2022 Board Committees: None Other Public Company Boards: None | Background Andrew Butcher was appointed Luxfer’s Chief Executive Officer effective May 6, 2022, at which time he also became an Executive Director. Mr. Butcher served as President of our global Luxfer Gas Cylinders business from April 2014 to May 2022, having been the President of Luxfer Gas Cylinders - North America from 2009 to 2014. Mr. Butcher joined Luxfer in Nottingham, United Kingdom, in 1991. He has held positions of increasing responsibility throughout his career at Luxfer, including leading the development of Luxfer’s composite cylinder business beginning in 2002, first as General Manager and then as Executive Vice President. He currently serves as a Director and Executive Officer of various subsidiaries and affiliates of the Company. Mr. Butcher holds a Master of Arts degree in Engineering from Cambridge University and an M.B.A. from Keele University. Qualifications Mr. Butcher’s qualifications to be a member of our Board include his more than 30 years of experience with Luxfer, his value-enhancing growth and acquisition experience, his educational background, and his knowledge of advanced materials. | | Background Patrick Mullen was appointed a Non-Executive Director in September 2021 and serves as a member of the Nominating and Governance Committee and the Remuneration Committee. He was appointed Board Chair in March 2022. Mr. Mullen served as the President and CEO of Chicago Bridge & Iron Company (“CB&I”), an engineering, procurement, and construction company, until 2018. Prior to his 20 years at CB&I, he spent 12 years with Honeywell’s UOP division, a supplier of petroleum refining, gas processing, and petrochemical production technology. From 2014 to 2019, Mr. Mullen served as a Director of Vectren Corporation, a domestic energy delivery company, and from 2017 to 2018, he served as a Director of CB&I. He has served on the boards of the National Safety Council and Chevron Lummus Global, a developer and licensor of refining hydroprocessing technologies and alternative source fuels. From 2014 to 2020, Mr. Mullen was a member of the National Association of Corporate Directors, having been named a Board Leadership Fellow in 2019. Mr. Mullen earned his Bachelor of Science degree in Chemical Engineering from the University of Notre Dame and his Master of Business Administration degree from the Kellogg Graduate School of Management at Northwestern University. Qualifications Mr. Mullen’s qualifications to be a member of our Board include his executive management and leadership experience and his extensive global industrial and engineering background. He also brings experience serving on the boards of other publicly traded companies. In his capacity as CEO and as a Director of multiple public companies, Mr. Mullen also obtained a wealth of experience in strategic planning and M&A transactions. | Patrick Mullen Board Chair | | | Age: 61 Director Since: 2021 Board Committees: • Nominating & Governance • Remuneration Other Public Company Boards: None |

  10. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  11. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Richard Hipple Non-Executive Director Age: 73 Director Since: 2018 Board Committees: • Remuneration (Chair) • Audit Other Public Company Boards: • KeyCorp | Background Richard Hipple was appointed a Non-Executive Director in November 2018, at which time he was appointed the Chair of the Remuneration Committee and a member of the Audit Committee. Mr. Hipple served as the Chairman and Chief Executive Officer of Materion Corporation, a producer of high-performance advanced engineering materials, from 2006 until his retirement in 2017, as well as President and Chief Operating Officer from 2005 to 2006. Prior to that, Mr. Hipple worked in the steel industry for twenty-six years in numerous capacities, including project engineering, strategic planning, supply chain management, operations, sales and marketing, and executive management. Mr. Hipple has served as a Director of KeyCorp (NYSE: KEY), a bank-based financial services company, since 2012 and is Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. From 2017 through 2025, he served as a Director of Barnes Group, Inc. (NYSE: B), a global industrial manufacturing company, including Chairman of the Board, and a member of the Compensation and Management Development and Corporate Governance Committees. Mr. Hipple is also a current member of the National Association of Corporate Directors. From 2007 to 2018, Mr. Hipple served on the Board of Ferro Corporation, a supplier of technology-based functional coatings and color solutions. Mr. Hipple is Chair Emeritus and a Trustee of the Cleveland Institute of Music and has served as a Director of the Greater Cleveland Partnership, as well as the Manufacturers Alliance for Productivity and Innovation. Mr. Hipple received his Bachelor of Engineering degree from Drexel University. Qualifications Mr. Hipple’s qualifications to be a member of our Board include his extensive executive management and leadership experience with a global manufacturer of high-performance engineered materials, his experience in business development and strategic transformation, and his broad involvement in both domestic and international acquisitions. He also brings experience serving on the boards of other publicly traded companies. | | Background Clive Snowdon was appointed a Non-Executive Director in July 2016 and has served as Chair of the Nominating and Governance Committee since April 2020. He acts as a financial expert on the Audit Committee, which he joined in August 2016. Mr. Snowdon currently serves as the Aerospace Industry Advisor to Cooper Parry Corporate Finance, a corporate finance advisory firm. He previously acted as Chairman of the Midlands Aerospace Alliance, an association supporting the aerospace industry across the Midlands region of England, from 2007 to 2016, and a Trustee of the Stratford Town Trust from 2015 to 2023. In May 2016, Mr. Snowdon stepped down from the Board of Hill & Smith Holdings plc, an international group of companies operating in the infrastructure and galvanizing markets, where he was a Senior Non-Executive Director since May 2007, Chair of the Remuneration Committee, and a member of the Audit and Nominating and Governance Committees. In 2011, Mr. Snowdon retired from Umeco plc, a provider of advanced composite materials, after serving as Chief Executive since 1997. Mr. Snowdon was also the Executive Chairman of Shimtech Industries Group Limited until 2015. From 1992 to 1997, he served as Managing Director of Burnfield PLC after working as Finance Director. He has also held senior positions with Vickers plc, BTR plc, and Hawker Siddeley Group. Mr. Snowdon is a Chartered Accountant. He received his Bachelor of Arts degree in Economics from the University of Leeds. Qualifications Mr. Snowdon’s qualifications to be a member of our Board include his experience as a former Chief Executive of a U.K. public company, his strong understanding of U.K. plc and corporate governance requirements, and his experience in mergers and acquisitions. | Clive Snowdon Non-Executive Director | | | Age: 73 Director Since: 2016 Board Committees: • Nominating & Governance (Chair) • Audit Other Public Company Boards: None |

  12. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  13. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Sylvia A. Stein Non-Executive Director Age: 60 Director Since: 2022 Board Committees: • Audit • Nominating & Governance Other Public Company Boards: None | Background Sylvia A. Stein was appointed a Non-Executive Director in August 2022 and serves as a member of the Audit Committee and Nominating and Governance Committee. Ms. Stein served as the Senior Vice President and Chief Legal Officer of Veralto Corporation (NYSE: VLTO), a global leader in essential water and product quality technology solutions, from June 2023 to December 2025. In that role, Ms. Stein was responsible for standing up the legal function when Veralto was launched as a public company and member of the S&P 500 in September 2023. She led Veralto’s legal, compliance, environment, health, and safety (EHS) and government affairs functions, and advised the CEO and the Board of Directors on a wide range of strategic and operational issues, including enterprise risk management, governance, and sustainability. Prior to joining Veralto, Ms. Stein served as Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer of Modine Manufacturing Company (NYSE: MOD), a global provider of thermal management systems and solutions, which she joined in 2018. At Modine, she led the company’s global legal, compliance, and intellectual property functions and provided strategic, governance and legal advice to Modine’s Board of Directors and executive management team. From 2001 to 2016, Ms. Stein progressed through a variety of roles at Kraft Foods, a global food and beverage manufacturer, where she most recently served as Associate General Counsel, Marketing & Regulatory, at the Kraft Heinz Food Company (NASDAQ: KHC). Earlier in her career, Ms. Stein was member of the complex commercial litigation practice at Latham & Watkins, LLP in Chicago, Illinois, and she also served as a federal judicial law clerk. Ms. Stein holds a Bachelor’s degree in Economics from Northwestern University and a Juris Doctor from the University of Michigan Law School. She presently serves on the Board of Directors of Legal Action Chicago, a non-profit organization providing pro bono legal services to the Chicago community through legislative initiatives and class action litigation. Qualifications Ms. Stein’s qualifications to be a member of our Board include her extensive in-house legal experience in advising global public companies, particularly in matters related to business strategy, sustainability, regulatory compliance, mergers and acquisitions, and talent management, as well as her involvement in developing and executing growth-driven business strategy and pragmatic risk management procedures. | | Background Lisa Trimberger was appointed a Non-Executive Director in September 2019, at which time she joined the Remuneration Committee and Audit Committee and since April 2020, she has served as Chair of the Audit Committee. Ms. Trimberger retired as a Partner of Deloitte & Touche LLP in 2014 after spending thirty-one years with the firm. As a lead Client Service and Audit Partner, Ms. Trimberger interacted with the management and boards of publicly traded companies. She worked on significant transactions, as well as control and risk-assessment issues. Additionally, she was actively involved in the firm’s quality review practice, serving as a Deputy Professional Practice Partner and Engagement Quality Control Review Partner. During her tenure with Deloitte, Ms. Trimberger also served as Co-Chair of the firm’s Nominating and Governance Committee and was a leader of the firm’s National Women’s Initiative for the development and retention of women professionals. Currently, Ms. Trimberger is a principal and owner of a private investment company, Mack Capital Investments LLC. She also serves as Trustee of the Board, Chair of the Audit Committee, and a member of the Nominating and Governance Committee of COPT Defense Properties (NYSE:CDP), a real estate investment trust. Ms. Trimberger also serves as a Trustee on the Board of Trustees of EPR Properties (NYSE: EPR), a diversified experiential net lease real estate investment trust, where she is the Chair of the Audit Committee and serves on the Nominating/Company Governance Committees. Ms. Trimberger is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from St. Cloud State University. Ms. Trimberger is a member of the National Association of Corporate Directors (NACD), as well as the National Association of Real Estate Investment Trusts. She is a NACD Board Leadership Fellow and earned the CERT Certificate in Cybersecurity Oversight, as developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division. Ms. Trimberger also completed the Women’s Director Development Executive Program at J.L. Kellogg School of Management at Northwestern University. Qualifications Ms. Trimberger’s qualifications to be a member of our Board include her experience as an Audit Partner in a Big Four accounting firm, her public board experience, and her significant experience as a financial expert in areas including financial and audit oversight, risk management, and corporate governance. | Lisa Trimberger Non-Executive Director Age: 65 Director Since: 2019 Board Committees: • Audit (Chair) • Remuneration Other Public Company Boards: • COPT Defense Properties • EPR Properties |

  14. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  15. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Stewart Watson Non-Executive Director Age: 57 Director Since: 2025 Board Committees: • Nominating & Governance • Audit Other Public Company Boards: • None | Background Stewart Watson was appointed a Non-Executive Director in September 2025. He serves on the Nominating and Governance Committee and the Audit Committee, where he acts as a financial expert as defined by NYSE listing rules. Mr. Watson is a CIMA qualified accountant and a seasoned executive with more than 35 years of leadership experience, including over two decades in the aerospace and defense industry. He spent 23 years at Meggitt PLC, where he held several senior position including President of the Meggitt Equipment Group and served as Divisional Finance Director with responsibility for global operations across the US, UK, Canada, and Spain including two years working in California. Throughout his career, Mr. Watson has demonstrated expertise in strategic planning, operational transformation, international business leadership, and M&A execution. He currently serves as a Non-Executive Director for two private UK companies - SeaBot Maritime and Poca Audio - and brings valuable governance and strategic advisory experience to the Luxfer Board. Mr. Watson also serves as a director of YMCA Fairthorne Group Ltd who provide a range of services for the benefit of children and young adults in Hampshire, UK. Qualifications Mr. Watson’s qualifications to be a member of our Board include his experience as a former Divisional President of a U.K. public company, his experience as a financial expert in areas including financial oversight, risk management and corporate governance requirements and leadership experience in global industrial business. |

  16. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  17. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIRECTOR QUALIFICATIONS AND SKILLS |

  18. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Nominating and Governance Committee annually reviews the performance and contributions of existing Directors to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs. Accordingly, the Committee and the Board evaluate director nominees based on several criteria with a view of (i) bringing to the Board a variety of experience and backgrounds and (ii) establishing a core team of business advisors with relevant financial and management expertise. Among the qualifications and skills of a candidate considered important by the Committee are: a commitment to representing the long-term interests of shareholders; leadership ability; willingness to take appropriate risk; professional and personal ethics, integrity and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as materials engineering, industrial manufacturing, technology and cybersecurity, operations, product development, legal, and human resources. Candidates with substantial experience outside of the business community, such as in the public, academic, or scientific communities, are also considered by the Board and Committee. Board composition, effectiveness, and processes are all subject areas of our annual Board evaluation, which is described in more detail below. Our Board members offer a range of skills and experiences relevant to the Board’s oversight role. As part of our annual Directors’ and Officers’ Questionnaire, our Board members were asked to identify their specific skills and experiences as they pertain to each category below. The following table summarizes the key skills and experiences identified by each Director that our Board considered important in its decision to nominate that individual for election or re-election to our Board. Further details about each Director’s qualifications are set forth in their individual biographies.

  19. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  20. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | BOARD COMPOSITION |

  21. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Committee considers a wide variety of factors when identifying candidates for Director nominees, and considers the current and anticipated future needs of the Board. In addition to intellect, integrity, and sound judgment, this assessment takes into account various factors, including diversity of perspectives, background and other demographics, length of tenure of incumbent Directors, and independence. The Board seeks members from diverse professional backgrounds, who have a broad spectrum of experience and a reputation for integrity. The Committee also considers the tenure of incumbent Directors to ensure a mix of shorter-tenured Directors who provide fresh perspectives and longer-tenured Directors who provide familiarity with the Company and its business. To obtain a wide range of viewpoints and perspectives, the Board believes that its members should possess a diverse range of occupational and personal backgrounds and experience, promoting differing perspectives and overall Board effectiveness. Our aim is to create a Board that best serves the needs of the Company and the interests of our shareholders.

  22. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIRECTOR SELECTION PROCESS |

  23. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Nominating and Governance Committee selects director candidates and nominees using a procedure by which it: • reviews the experience, qualifications, attributes, and skills of existing Directors; • determines the experience, qualifications, attributes, and skills desired and/or required in new Directors; • solicits suggestions from the Chief Executive Officer and Directors on potential candidates; • considers candidates recommended by shareholders; • retains a search consultant as needed to identify candidates; • evaluates the experience, qualifications, attributes, and skills of all candidates recommended for consideration; • contacts the preferred candidate(s) to assess their interest; • interviews the preferred candidate(s) to assess their experience, qualifications, attributes, and skills; and • recommends candidate(s) for consideration by the Board of Directors. Working closely with the full Board, the Nominating and Governance Committee develops criteria for open Board positions, taking into account the needs of the Board and the Company at the time. The Company’s Corporate Governance Guidelines provide that when a director attains the age of 73, and/or has served on the Board for nine years, the director is expected to offer to resign from the Board. Any resignation would be reviewed by the Nominating and Governance Committee for the consideration of the Board. Consistent with this policy, Richard Hipple tendered a letter offering his resignation upon reaching age 73 and Clive Snowdon tendered a letter offering his resignation as he will have served on the Board for nine years and will have reached the age of 73 by the 2026 AGM. The Board reviewed both Richard Hipple’s and Clive Snowdon’s resignations, in consideration of the Company’s overall Board composition and succession planning. After consideration, the Board determined not to accept either resignation at this time. In reaching its conclusion, the Board considered, among other factors, their expertise, history with and contributions to the Board, as well as their ongoing participation in initiatives coming out of our strategic review announced in 2023, including the continued evaluation of strategic options to create additional shareholder value.

  24. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  25. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | RECOMMENDATIONS, NOMINATIONS, AND PROXY ACCESS |

  26. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Our Nominating and Governance Committee Charter provides that the Nominating and Governance Committee will consider persons properly recommended by shareholders or interested parties to become nominees for election as Directors in accordance with the criteria described above under “Director Qualifications and Skills” and the requirements of our Articles of Associations. Recommendations for consideration by the Nominating and Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Company Secretary, Luxfer Holdings PLC, Lumns Lane, Manchester, M27 8LN, United Kingdom. Further information relating to shareholder nominations and proposals can be found in the section entitled “2026 Annual General Meeting: Shareholder Proposals and Nominations” on page 94.

  27. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | BOARD MEETINGS AND COMMITTEES |

  28. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent wherever circumstances require. In each regularly scheduled Board and Committee meeting, the independent Directors also met in executive session, without the Chief Executive Officer or other members of management present. Directors are expected to attend all scheduled meetings of the Board of Directors, all meetings of the Committee(s) on which they serve, and all shareholder meetings. The Board held five regularly scheduled meetings in 2025, four of which occurred in person and one of which occurred virtually via videoconference. The Board also held a special meeting to discuss and reject a Board member’s resignation in line with our Corporate Governance Code. All Directors who served during fiscal year 2025 attended 100% of the meetings of the Board and Committee(s) on which they served. All Directors then serving attended the 2025 Annual General Meeting of Shareholders. The Board had three standing committees in 2025 comprised solely of independent Directors: the Audit Committee, the Nominating and Governance Committee, and the Remuneration Committee. The functions performed by these Committees, which are set forth in further detail in their Charters, are summarized below.

  29. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Audit Committee | Remuneration Committee | Nominating and Governance Committee | | Director Nominees | | | | | Andy Butcher Chief Executive Officer | | | | | Patrick Mullen Board Chair | | | | | Richard Hipple | | | | | Clive Snowdon | | | | | Sylvia A. Stein | | | | | Lisa Trimberger | | | | | Stewart Watson | | | | | Total Meetings in 2025 | 6 | 5 | 3 |

  30. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    ____________ Committee Chair

  31. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  32. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | AUDIT COMMITTEE |

  33. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Role | The Audit Committee oversees the Company’s accounting, financial reporting, and internal control policies and procedures. Responsibilities of the Audit Committee include, among other things, overseeing financial reporting, controls, integrity of the Company’s financial statements, and audit quality and performance; monitoring and overseeing the independence and performance of our independent auditor, with responsibility for the selection, evaluation, remuneration, and, if applicable, discharge of such independent auditor; approving, in advance, all of the audit and non-audit services provided to the Company by the independent auditor; facilitating open communication among our Board, senior management, internal audit, and the independent auditor; and overseeing our enterprise risk management and financial compliance programs. A full description of the Committee’s role is set forth in the Audit Committee Charter, available at https://www.luxfer.com/investors/governance/. | | Members | • Lisa Trimberger, Committee Chair (effective April 2020) • Richard Hipple (November 2018) • Clive Snowdon (August 2016) • Sylvia A, Stein (August 2022) • Stewart Watson (September 2025) The Board has affirmatively determined that all members of the Audit Committee are independent in accordance with NYSE listing standards and SEC regulations. | | Report | The Audit Committee Report can be found under the section entitled “2025 Audit Committee Report” on page 87 of this Proxy Statement. | | Financial Literacy and Expertise | The Board has determined that Lisa Trimberger, Richard Hipple, Clive Snowdon, Sylvia A. Stein, and Stewart Watson are financially literate under NYSE rules and listing standards. The Board has further determined that Lisa Trimberger and Stewart Watson qualify as financial experts pursuant to SEC standards. |

  34. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | NOMINATING AND GOVERNANCE COMMITTEE |

  35. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Role | The Nominating and Governance Committee advises the Board on matters relating to corporate governance, Board structure, and Board composition. Responsibilities include, among other things, establishing criteria for Director candidates and identifying individuals for nomination to become Directors, including engaging advisors to assist in the search process where appropriate, and considering potential candidates recommended by shareholders; developing plans and making recommendations in relation to the organization, composition, membership terms, and meeting structure of the Board and its committees; overseeing and making recommendations regarding executive succession planning; administering the annual performance evaluation of the Board and its committees; overseeing Luxfer’s corporate governance and compliance structure and practices; and overseeing and recommending to the Board changes to our Corporate Governance Guidelines, Committee Charters, and other governing instruments. A full description of the Committee’s role is set forth in the Nominating and Governance Committee Charter, available at https://www.luxfer.com/investors/governance/. | | Members | • Clive Snowdon, Committee Chair (effective April 2020) • Patrick Mullen (January 2022) • Sylvia A. Stein (August 2022) • Stewart Watson (September 2025) The Board has affirmatively determined that all members of the Nominating and Governance Committee are independent in accordance with NYSE listing standards and SEC regulations. |

  36. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  37. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | REMUNERATION COMMITTEE |

  38. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Role | The Remuneration Committee sets and administers the policies that govern executive, director and senior management compensation. Responsibilities of the Remuneration Committee include, among other things, evaluating executive and senior management performance; establishing and administering executive compensation, including base salaries, annual cash incentives, and equity awards; reviewing and approving the Executive Compensation Discussion and Analysis included in the annual Proxy Statement; recommending actions regarding the Chief Executive Officer’s compensation for approval by the Non-Executive Directors of our Board; approving individual compensation actions for all Executive Officers other than the CEO; and overseeing the Company’s human capital practices as such practices related to the Company’s broader ESG strategy. A full description of the Committee’s role is set forth in the Remuneration Committee Charter, available at https://www.luxfer.com/investors/governance/. | | Members | • Richard Hipple, Committee Chair (November 2018) • Patrick Mullen (January 2022) • Lisa Trimberger (September 2019) The Board has affirmatively determined that all members of the Remuneration Committee are independent in accordance with NYSE listing standards and SEC regulations. | | Report | The Remuneration Committee Report can be found under the section entitled “2025 Remuneration Committee Report” on page 49 of this Proxy Statement. Additionally, the Directors’ Remuneration Report, included in our U.K. Annual Report and Accounts, is available on our website at https://www.luxfer.com/investors/reports-and-presentations/annual-reports/. | | Remuneration Committee Interlocks and Insider Participation | No member of the Remuneration Committee is involved in a relationship requiring disclosure as an interlocking Director or Executive Officer or otherwise under Item 404 of Regulation S-K. | | Independent Compensation Consultant | The Remuneration Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant in 2025. Additional information regarding Meridian’s role and engagement can be found under the section entitled “Executive Compensation Governance and Processes” on page 53 of this Proxy Statement. |

  39. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  40. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | CORPORATE GOVERNANCE |

  41. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | GOVERNANCE HIGHLIGHTS |

  42. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | Board Composition and Independence | | Board and Committee Practices | | Shareholder Rights | | • 86% independent Board • 100% independent Board Committees • Independent Board Chair • Regular executive sessions • Full access to management, employees, and outside advisors • No Directors serve on more than 2 boards of other public companies | | • Annual Board, Committee, and individual Director evaluation process • Comprehensive onboarding and continuing education program • Regular Board refreshment and a mix of tenure, including recommended Director retirement age • Consideration of diversity in Director nomination process | | • Annual election of all Directors • Majority vote standard for Director elections • Equal classes of stock with equal voting power • No restrictions on shareholders’ rights to call special meetings • No poison pill • Processes for Director nomination by shareholders and communication with the Board | | | | Board Oversight Areas | | Executive Compensation Program and Policies | | | | • Long-term strategic plans and capital allocation • Enterprise risk management • Governance and ethics policies and practices • Sustainability, ESG, and cybersecurity integrated in Company’s long-term strategy • CEO and management succession planning • Human capital management | | • Comprehensive clawback policy for incentive-based compensation • No guaranteed bonuses or special grants to executives • Share plans include minimum vesting periods and do not contain evergreen provisions • Comprehensive Stock Ownership Guidelines applicable to Executive Officers and Directors • No hedging or pledging of company securities by Executive Officers and Directors | | | |

  43. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIRECTOR INDEPENDENCE |

  44. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Board determines the independence of each Director based upon the NYSE listing standards, SEC regulations, and the Directors’ answers to questions on independence included in our annual Directors’ and Officers’ Questionnaire. Based on these standards, the Board of Directors has affirmatively determined that all Non-Executive Directors standing for election at the AGM (i.e., Patrick Mullen, Richard Hipple, Clive Snowdon, Sylvia A. Stein, Lisa Trimberger and Stewart Watson) are independent and have no material relationship with the Company that would interfere with their exercise of independent judgment. The Company’s Board of Directors has historically included and, to date, includes the Chief Executive Officer as the sole Executive Director. The Board has affirmatively determined that Andy Butcher, currently the only Executive Director, is not independent because he serves as Luxfer’s Chief Executive Officer. In determining independence, the Board considers several factors related to the materiality of each Director’s relationship with Luxfer, including the Director’s affiliations with other organizations, such as employment, director, officer, shareholder, commercial, industrial, banking, consulting, legal, accounting, charitable, and familial affiliations. Given the nature of the advanced materials industry, an important factor the Board considers is whether the Director serves as an employee of another company that is a customer, supplier, or competitor of Luxfer. The Board has reviewed relevant relationships and found no significant relationships that would interfere with a Director’s independent judgment.

  45. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  46. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | BOARD LEADERSHIP |

  47. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Board believes it is important to maintain flexibility in choosing the leadership structure that best meets the needs of the Company and its shareholders, based on circumstances that exist at the time and the qualifications of available individuals. We do not have a policy requiring the positions of Board Chair and Chief Executive Officer to be held by different people. However, these two positions have historically been separate and are expected to remain separate. The Board believes this structure is advantageous because it provides the appropriate balance between strategy development and oversight of management. It also allows the CEO to focus attention on driving business performance rather than Board governance. Additionally, this structure is consistent with corporate best practices, the Institutional Shareholder Services’ (ISS) recommendation, the views of Luxfer’s shareholders, and the U.K. Corporate Governance Code. The responsibilities of our independent Board Chair include, among other things: • leading the Board, including the oversight and coordination of the Board’s and its Committees’ work; • serving as a liaison between the CEO, other members of senior management, the Non-Executive Directors, and the Committee Chairs; • presiding at all meetings of the Board, including executive sessions of the independent Non-Executive Directors; • presiding at all meetings of the Company’s shareholders; • setting the Board’s meeting agendas and ensuring there is sufficient time for discussion of all agenda items; • recommending agendas for shareholder meetings and providing guidance to the Board on positions the Board should take on issues to come before shareholder meetings; • participating in discussions with the Nominating and Governance Committee on matters related to Board and Committee organization, composition, membership terms, and meeting structure; and • participating in discussions with the Nominating and Governance Committee and Remuneration Committee on matters related to the hiring, evaluation, and compensation of, and the succession planning for, the CEO, other executives, and Directors. Luxfer’s Board of Directors is currently led by Patrick Mullen, who was appointed Board Chair in March 2022. Mr. Mullen is a Non-Executive Director and is considered independent under the NYSE listing standards and relevant SEC regulations. Luxfer believes that Patrick Mullen’s service as Board Chair is appropriate because of his extensive global industrial experience, including his previous executive leadership and management roles within industrial manufacturing companies; strategic planning and M&A experience; history of serving on the boards of other public companies; and knowledge of the manufacturing and engineering industries in general.

  48. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  49. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | RISK OVERSIGHT |

  50. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer maintains an Enterprise Risk Management (ERM) program, which is the Company’s overall framework for identifying, assessing, monitoring, and mitigating the Company’s most significant risks. A wide breadth of potential risks relevant to the Company are evaluated under our ERM program, including those that could present financial, operational, or strategic risk. Through the ERM program, we apply standard risk management assessments and terminology aligned with the Committee of Sponsoring Organizations (COSO) Enterprise Risk Management Framework to each of Luxfer’s business units and corporate functions. Luxfer’s Board oversees the management of risks relevant to the Company as part of regular Board and Committee meetings. Topics reviewed by the Board as part of its risk oversight responsibilities include, but are not limited to, the implementation of the Company’s strategic plan; its acquisitions and divestitures; its capital structure, allocation, and liquidity; material litigation; compliance with laws and regulation; cybersecurity; sustainability, climate, and ESG-related risks; and its organizational structure. While the full Board has overall responsibility for risk oversight, the Board delegates oversight responsibility for specific risks across its Committees, considering the Committees’ responsibilities, and the skills and experience of the Committees’ members. In particular, the Audit Committee oversees the Company’s annual ERM processes, including the establishment of the Risk Framework and completion of the annual Risk Assessment by various levels of management. Luxfer’s management has day-to-day responsibility for identifying, evaluating, managing, and mitigating the Company’s risk. On an annual basis, Luxfer management establishes and/or updates, as appropriate, a Risk Framework and completes a Risk Assessment. Our Risk Framework and Assessments are accompanied by an internal manual to ensure a consistent and methodical assessment of the risks to which the Company is exposed. The manual provides guidance to help quantify the materiality of each risk, including its timing, likelihood, magnitude, scope, and financial impact. Each risk identified in the Risk Framework is reviewed by various levels of management, including our Internal Audit team. Risks are prioritized based on their relative likelihood and magnitude of the range of expected financial impact. Management regularly assesses, reviews, and consolidates risk assessment results at the enterprise level, ensuring they reflect the combined impact of interrelated risks such that they would be managed effectively. Risks identified as “top risks” are reviewed annually with Luxfer’s Executive Leadership Team, the Audit Committee, and the Board of Directors as a whole. After material risks are reviewed, our ERM program involves the development, recommendation, and implementation of response plans appropriate to each risk. Response plans are developed and recommended by regional risk management teams and then reviewed and modified as necessary. Once approved, the response plans are implemented under the oversight of management teams across the relevant locations or functions. With oversight from the Board and/or a specific Board Committee, management, with the assistance of our Internal Audit team, monitors the implementation and progress of response plans. Results from such monitoring are reported to the Board of Directors as part of regular Committee updates during each quarterly meeting or as otherwise needed. Throughout the year, management also identifies, assesses, and discusses emerging risks with the Board and/or relevant Committee, which are subsequently incorporated in future annual risk assessments and monitored, managed, and mitigated as part of separate response plans.

  51. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | STRATEGY |

  52. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer’s Board oversees the Company’s long-term business strategy, which includes, among other matters, our strategic framework; business performance and development strategies; growth plans; and approach to commercial excellence, human capital management, lean operations, innovation, and sustainability. Working with Luxfer’s Executive Leadership Team and other key personnel, our Board engages in an in-depth strategic review of Luxfer’s outlook and strategies at least once per year to consider specific issues relevant to the overall conduct of our business, including financial performance, emerging challenges and opportunities, enterprise risks, safety, cybersecurity, sustainability, culture, mergers & acquisitions, and other strategic matters. The Company’s strategic plan is approved by the Board annually and serves as a foundation upon which goals and actions are established. Throughout the year, the Board receives regular updates from management, reviews management’s progress against strategic goals and actions, and acts to further evaluate and enhance the Company’s long-term strategy on an ongoing basis.

  53. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  54. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | MANAGEMENT SUCCESSION PLANNING |

  55. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer, Chief Financial Officer, Executive Leadership Team, and other key contributors. The Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, regular updates to the Chair of the Nominating and Governance Committee, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop, and retain the leadership talent critical to the future success of the Company.

  56. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | BOARD, COMMITTEE AND DIRECTOR EVALUATIONS |

  57. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Annual evaluation of Board performance helps ensure that the Board and its Committees function effectively and in the best interest of our shareholders. The Nominating and Governance Committee is responsible for establishing and overseeing a process for evaluation. The Directors conduct an annual evaluation of the Board and each Committee. The evaluation process consists of a written evaluation comprising both quantitative scoring and qualitative comments on a range of topics, including the composition and structure of the Board and Committees, the type and frequency of communications and information provided to the Board and its Committees, the Board’s and its Committees’ effectiveness in carrying out their functions and responsibilities, the effectiveness of the Committee structure, Directors’ preparation and participation in the meetings, and the values and culture displayed by the Directors. With the assistance of the Company Secretary, the evaluation responses are compiled by the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee Chair leads a discussion of the evaluation results at the following Board and Committee meetings. Following review of the evaluation results, particular areas of focus and key actions are identified. Throughout the year, the Nominating and Governance Committee monitors progress against the key actions identified and provides status updates to the full Board as part of regular Board meetings. Additionally, verbal evaluations are conducted in independent executive sessions at the end of every Board and Committee meeting. In addition to Board and Committee evaluations, the Nominating and Governance Committee implemented, and the Directors complete, peer and self-evaluations of individual Director performance, which are aimed at identifying individual Director strengths and development areas. The results of Director evaluations are anonymous and discussed solely by the individual Director with the Chair of the Nominating and Governance Committee.

  58. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | BOARD EDUCATION |

  59. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Board education is an ongoing, year-round process, which begins when a Director joins our Board. Upon joining the Board, new Directors are provided with an orientation to the Company, including our businesses, strategy, and governance. On an ongoing basis, Directors receive educational presentations on a variety of topics related to their responsibilities as Directors and the industries in which Luxfer operates. These presentations are provided by external advisors and/or our senior management team. In addition to an in-depth orientation program for new Directors, Luxfer is proud to support the continued education of our Directors and encourages Directors to seek education outside of opportunities provided by the Company. This support includes reimbursement for reasonable expenses related to Directors’ encouraged attendance at conferences, seminars, and outside training programs. In 2025, topics for Board education included Luxfer values and culture; anti-bribery; anti-trust compliance; global insider dealing; global business ethics; capital markets; merger and acquisition strategy and trends, including strategic options; SEC regulatory developments and disclosure proposals; technology for Boards; talent management; emerging issues in governance; audit, accounting, and financial analysis; areas of risk relating to Generative AI; cybersecurity; ESG; and diversity and unconscious biases.

  60. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  61. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | GOVERNANCE POLICIES AND PRACTICES |

  62. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer is committed to the highest standards of corporate governance and ethics. As such, the Board of Directors has adopted a set of Corporate Governance Guidelines. These guidelines describe the principles and best practices that the Board follows in carrying out its responsibilities to ensure that the Company is run in a transparent and ethical manner and to support the Company’s core objectives in furtherance of its values. Additionally, the Board has adopted a Code of Ethics and Business Conduct, which is the designated code of ethics applicable to our Chief Executive Officer, Executive Officers, Board of Directors, and anyone conducting business on Luxfer’s behalf. The Board reviews best practices and developments in corporate governance, and, if appropriate, revises the Corporate Governance Guidelines, Code of Ethics and Business Conduct, Committee Charters, and other governance instruments at least once annually in accordance with the rules and best practices of the SEC and NYSE. Copies of these documents are available on our website at https://www.luxfer.com/investors/governance/.

  63. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | CONFLICTS OF INTEREST |

  64. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer’s Code of Ethics and Business Conduct and Corporate Governance Guidelines address conflicts of interest. As provided in the Code of Ethics and Business Conduct, a “conflict of interest” occurs when an individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of the Company. A conflict of interest can arise when an employee, Executive Officer, or Director (or a member of their family) takes actions or has interests that may make it difficult to perform their work for Luxfer objectively and effectively. Conflicts of interest also arise when an employee, Executive Officer, or Director (or a member of their family) receives improper personal benefits as a result of their position in Luxfer or another organization. The Company periodically, but no less frequently than annually, solicits information from Directors and Executive Officers in order to monitor potential conflicts of interest. Directors and Executive Officers are expected to always be mindful of their fiduciary obligations to the Company, and they must seek determinations and prior authorizations or approvals of potential conflicts of interest from (i) the Board Chair or Nominating and Governance Committee, as appropriate, in the case of Directors or (ii) Luxfer’s General Counsel, or where a conflict arises, the Nominating and Governance Committee, in the case of Executive Officers. In 2025, there were no conflicts of interest.

  65. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | RELATED PARTY TRANSACTIONS |

  66. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    In addition to standards set forth in our Corporate Governance Guidelines, Luxfer has established a Related Party Transactions Policy. In accordance with the Related Party Transactions Policy and consistent with section 314.00 of the NYSE Listed Company Manual, as amended, the Audit Committee must conduct a reasonable prior review of all “Related Party Transactions” and prohibit such a transaction if it determines it to be inconsistent with the interests of the company and its shareholders. A “Related Party Transaction” is any transaction directly or indirectly involving a Related Party that is required to be disclosed under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). Under Item 404(a), the Company is required to disclose any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which (a) the amount involved will or may be expected to exceed $120,000 in any fiscal year; (b) the Company was or is to be a participant; and (c) any Related Party had or will have a direct or indirect material interest. In considering whether to approve a Related Party Transaction, the Audit Committee takes into account, all of the relevant terms, facts, and circumstances available to it, including but not limited to the following, if applicable: (i) the information made available in the notice described in section 3.0 of the Company’s Related Party Transactions Policy; (ii) the purpose of the transaction and its potential risks and benefits to the Company; (iii) the interests of all Related Parties in the Related Party Transaction; (iv) the role, if any, the Related Parties played in arranging the transaction; (v) whether the transaction was or is proposed to be undertaken in the ordinary course of the Company’s and the Related Party’s business; (vi) whether the Related Party Transaction is material to the Company; (vii) whether the terms and conditions of the Related Party Transaction are fair to the Company and usual and customary in the market; (viii) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; (ix) the availability of other sources for comparable products or services; (x) in the event the Related Party is a Director, an Immediate Family Member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer, the impact of the

  67. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  68. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    transaction on the Director’s independence, and if the Director serves on the Remuneration Committee, such Director’s status as a “non-employee director” under Rule 16b-3 of the Exchange Act, and, if applicable, an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended; and (xi) the information required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K of the Securities Act if the Company were to enter into the Related Party Transaction. In 2025, there were no Related Party Transactions reported to or evaluated by the Audit Committee.

  69. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | SECURITY OWNERSHIP |

  70. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Various Luxfer policies address security ownership, including the Insider Trading and Dealing Policy and the Stock Ownership Guidelines. Particularly, Luxfer’s Insider Trading and Dealing Policy prohibit a number of transactions by “covered persons.” “Covered persons” include Directors, Executive Officers, various Luxfer employees and consultants in management, corporate, finance, legal, and investor relations roles, as well as their spouses, children, stepchildren, other family members living in the same household, and other close family members whose transactions are influenced by a covered person (“Family Members”). Specifically, the Policy prohibits the following in relation to Company securities: (i) trading in any interest, security, or position relating to the future price of Luxfer securities; (ii) holding Luxfer securities in a margin account; (iii) pledging Luxfer securities as collateral for a loan; (iv) entering into monetization transactions or similar arrangements involving Luxfer securities; and (v) short-term trading or short sales. All covered persons – including Family Members of covered persons, members of a covered Person’s household, and entities controlled by covered persons – are expected to comply with the Insider Trading and Dealing Policy, as well as applicable securities laws and regulations. Further, Luxfer has established Stock Ownership Guidelines, which apply to all Directors, Executive Officers, and any other key employees that the Remuneration Committee may identify from time to time in consultation with management. The Company’s Articles of Association do not currently require Directors to hold a minimum number of shares in the Company to qualify for appointment to the Board of Directors; however, the Stock Ownership Guidelines provide the Company’s expectations as to the minimum amount of shares such persons should own in the Company. These minimum amounts are based on the total value of the shares owned by a person being equal to a certain multiple of such person’s annual base salary or retainer fee. Additionally, the Stock Ownership Guidelines include share retention ratios to assist in a person’s continuous progress toward their respective ownership guidelines. Directors and Executive Officers are expected to achieve the minimum ownership guidelines within five years of the effective date of the Stock Ownership Guidelines or their appointment or election, whichever occurs later.

  71. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES |

  72. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer remains dedicated to operating and maintaining safe, clean, and environmentally compliant operations while supporting our employees and the communities where we work. At the heart of our sustainability strategy, which positions Luxfer for long-term success, is a continuous evaluation of these commitments through robust governance practices and policy development. This ensures that we always conduct business in alignment with our mission and values. The Luxfer Board of Directors oversees the Company’s long-term business strategy, which includes, among other priorities, our approach to ESG (Environmental, Social, and Governance) and sustainability. The Board reviews our governance policies and practices, systems for risk management and oversight, environmental sustainability efforts, health and safety measures, human rights policies, human capital management, corporate culture, cybersecurity, and how we serve our customers and support our communities. In December 2024, Luxfer released our third Sustainability Report, a biennial publication that outlines our ongoing sustainability initiatives across our operations and business units. Building on the foundations of our initial 2020 report and the update in 2022, the 2024 report included (i) more detailed environmental and social data through 2023; (ii) an update on our progress toward achieving our 2025 Environmental Goals; (iii) a deeper discussion of sustainability governance and climate-related risks; and (iv) insights into new and continuing sustainability initiatives.

  73. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  74. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | ENERGY AND EMISSIONS |

  75. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    In 2025, we continued tracking energy and emissions data through our internal ESG Scorecard, which measures progress across a wide range of ESG key performance indicators. In addition to recording data, we utilize an ESG Scorecard, a mechanism through which we evaluate performance against our 2025 Environmental Goals, which includes our commitment to reducing our absolute carbon dioxide equivalent (“CO2e”) emissions by 20% by 2025 using a 2019 baseline. As disclosed previously, we achieved this emission reduction target ahead of schedule. Through sustained operational efficiencies and emission management initiatives, we delivered sequential year-over-year reductions in absolute CO2e emissions and exceeded our 2025 reduction goal prior to the target year. Additional details regarding final full-year 2022 and 2023 emission data, as well as progress towards our 2025 Environmental Goals, were provided in our 2024 Sustainability Report. Each Luxfer site compiles greenhouse gas emission inventories and monitors electricity and natural gas usage. All other greenhouse gases produced as a result of manufacturing operations, such as propane and direct CO2, are also recorded. Scope 1 emissions consist of all direct emissions from fuel combustion, natural gas, propane, and all other sources of direct emissions. Scope 2 emissions consist of all indirect emissions attributable to the Company through the consumption of purchased electricity, steam, heating, or cooling. This data is compiled and converted to emissions to calculate our total CO2e output. Our US and Canada facilities use standard CO2 conversion factors published by the U.S. Environmental Protection Agency, and our U.K. facilities use CO2 conversion factors published by the U.K. Government. Broadly speaking, the gases that compile the bulk of our emissions have very similar CO2e equivalency regardless of where they are sourced. Year-on-year figures are used to identify any anomalies, and similar sites are compared to one another to ensure consistency and understanding of this data. At present, we do not publicly report any Scope 3 emissions. The table below provides a summary of the Company’s Scope 1 and Scope 2 greenhouse gas emissions since 2021.

  76. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2025 (1) (2) | 2024 (1) | 2023 (1) | 2022 (1) | 2021 | | | mtCO2e (3) | mtCO2e (3) | mtCO2e (3) | mtCO2e (3) | mtCO2e (3) | | Scope 1 | 33,283 | 23,978 | 39,425 | 51,660 | 72,222 | | Scope 2 | 12,878 | 13,831 | 13,463 | 20,226 | 31,431 | | TOTAL | 46,161 | 37,809 | 52,888 | 71,886 | 103,653 |

  77. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    ____________ (1) 2025, 2024, 2023 and 2022 absolute emissions include emissions from our facility in Pomona, California, acquired in March 2021. (2) 2025 absolute emissions only include emissions for six months in relation to our previous two Luxfer Graphic Arts sites which was sold in July 2025. (3) Metric tons of CO2 equivalent.

  78. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | FACILITIES AND OPERATIONS |

  79. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Since 2019, Luxfer has invested in multiple energy- and emissions-reduction projects across our global facilities, such as LED lighting, upgrades to compressors, pumps, motors, and the replacement of inefficient equipment with energy-efficient models. In addition to facility investments, Luxfer is committed to enhancing internal process controls, operational improvements, and increased employee awareness of operational inefficiencies through the implementation of the Sustainability Segment of the Luxfer Business System. These business improvements have significantly contributed to the Company’s ability to achieve its 2025 emissions reduction target ahead of schedule. Key sustainability practices, efforts, and achievements through 2025 include: • Luxfer MEL Technologies achieving EcoVadis Gold Sustainability rating; • Luxfer Graphic Arts Madison achieves innovator status through St. Louis Green Business Challenge; • Luxfer Magtech Powders Saxonburg achieves 1st place in Sustainable Pittsburgh’s Carbon Sprint Challenge for 2023; • Luxfer Magtech Powders Saxonburg achieves silver workplace certification through Sustainable Pittsburgh; • Luxfer Gas Cylinders Nottingham achieves EcoVadis Bronze Sustainability rating; • Luxfer Gas Cylinders Nottingham wins MAKE UK Midlands and East Manufacturing Award for Innovation in 2024; • Luxfer Gas Cylinders Nottingham wins 2024 Product Innovation & Design Award from Manufacturer MX Awards; • Luxfer MEL Technologies transitioning to an all-electric FLT fleet; and • Luxfer Gas Cylinders Canada winning an award for Sustainability Leadership for Green Economy Calgary in 2025.

  80. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  81. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | HUMAN CAPITAL MANAGEMENT |

  82. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The Company employed approximately 1,400 people as of December 31, 2025, fewer than 50 of whom relate to discontinued operations. Of the approximately 1,350 employees associated with continuing operations, approximately 800 are employed in the United States and 550 are employed internationally. Attracting and retaining talent remains important to management. To succeed in an everchanging and competitive labor market, Luxfer takes a proactive approach to human capital management by pursuing several priorities that we believe are critical in recruiting, retaining, motivating, and developing top talent. Such priorities include: (i) ensuring occupational health and safety; (ii) providing opportunities for professional growth and development; (iii) maintaining diverse and inclusive workplaces; and (iv) promoting financial, physical, and emotional well-being. Our Board of Directors and Executive Leadership Team play a key role in setting our human capital management strategy and driving accountability for meaningful progress. Informed by data, our human capital management initiatives are supported by local leadership, with significant functional oversight by our local human resource teams. All Luxfer facilities collect data on employee retention, talent acquisition, training, and safety. Metrics are recorded quarterly on our internal scorecard and are reported to executive management regularly.

  83. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | OCCUPATIONAL HEALTH & SAFETY |

  84. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The occupational health and safety of employees is fundamental to delivering sustainable economic performance. Luxfer has established well-defined health and safety policies and procedures, reinforced by ongoing employee training, as part of the Company’s commitment to safety. Internal and external gap analyses are regularly conducted to systematically assess safety goals and objectives for all locations. We conduct on-site audits to identify and mitigate environmental, health and safety risks, as well as evaluate our compliance with all regulatory requirements and Luxfer policies. As part of the Company’s enterprise-wide risk management system, these objectives are evaluated, and performance related to them is regularly reviewed and discussed to strengthen organizational safety resilience. Employees are encouraged to observe, and immediately report all safety hazards, which are incorporated into “safety moments” shared at the beginning of each meeting. Safety moments are meant to increase awareness and reinforce a culture of positive safety behavior. Additional efforts include monthly employee safety meetings, safety audits conducted by management, safety audits by certain employees, and the inclusion of safety initiatives as part of select employees’ incentive plans. The Company utilizes a mixture of leading and lagging indicators to measure the health and safety performance of its operations. Leading indicators include reporting and closure of all near-miss events and safety concerns identified. Lagging indicators include the recordable Incident Frequency Rate, which is defined by the U.S. Occupational Safety and Health Administration as the number of work-related injuries per 100 full-time workers during a one-year period. Recordable Accidents and Lost Time Accidents are also recorded. These safety measures are integrated into our executives’ performance evaluations and reported to the Board quarterly. Luxfer’s lagging safety indicators from 2021 to 2025 are shown in the table below.

  85. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2025 | 2024 | 2023 | 2022 | 2021 (1) | | Recordable Accidents | 35 | 34 | 32 | 20 | 31 | | Lost Time Accidents | 10 | 8 | 4 | 8 | 15 | | Incident Frequency Rate | 2.62 | 2.44 | 2.46 | 1.59 | 2.62 |

  86. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    (1) 2021 safety data excludes the following facilities: (i) Niagara, Canada; (ii) Aluminum operations in Riverside, CA, US; (iii) Graham, NC; (iv) Aluminum operations in Worcester, U.K.; and (v) Shanghai, China. Data from our facility in Pomona, CA is included, beginning in April 2021.

  87. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  88. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | EMPLOYEE WELL-BEING |

  89. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Luxfer’s workforce is one of our greatest sources of sustainable value. Our ability to deliver on our objectives and build lasting relationships with our customers depends on the capabilities, attraction, and retention of the talented individuals who come to work every day. As such, we continuously strive to offer competitive pay and benefits and maintain a work-life balance for our employees in order to foster job satisfaction and increase retention. Fair Wages and Competitive Benefits. The Company’s compensation philosophy aims to attract, retain, and motivate employees through its incentive and benefit programs. Luxfer offers competitive base pay and, depending on position, variable incentive pay associated with both individual and Company performance, including both short-term incentive pay and long-term equity awards. Full-time employees and, in some cases, part-time employees who have met the minimum service hour requirements, are eligible to participate in various retirement savings plans, such as the Company’s 401(k) defined contribution plan in the U.S. and various pension schemes available to U.K. employees. We also offer paid time off, group medical, dental, and vision plans, in addition to various life, disability, and paid family sick leave options, which vary by jurisdiction. Employee Share Plans. Luxfer encourages participation in its U.S. Employee Stock Purchase Plan (the “ESPP”) and U.K. Share Incentive Plan (the “SIP”), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Under the ESPP, U.S. employees can purchase Company stock at a 15% discount through payroll deductions. Under the SIP, U.K. employees can purchase Luxfer shares, subject to certain limits, through payroll deductions and, in turn, the Company grants participating employees one free share per every two shares purchased. Fitness and Wellness Programs. Luxfer is proud to offer several optional fitness and wellness programs and healthy living incentives to our employees. Our Employee Healthy Lifestyle Program is available to our U.S. employees and offers partial reimbursement for certain gym and fitness center memberships, weight loss programs, and group exercise classes. U.S. employees are also eligible to participate in a smoking cessation program through which employees who complete a 90-day program are rewarded with lowered insurance rates. Emotional Well-Being. We support the social and emotional health of our employees by providing access to wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance plan, U.S. employees have convenient access to mental health services through live video visits with a board-certified doctor or licensed therapist. Luxfer also provides access to the Employee Assistance Program, which is designed to support employees and their families with a variety of work-life services and resources, including legal assistance, financial budgeting, and more. Through the Employee Assistance Program, employees are connected to a credentialed counselor, free of charge, to provide professional, confidential services to help them and their loved ones improve their quality of life.

  90. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | GROWTH AND TALENT DEVELOPMENT |

  91. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Providing opportunities for professional growth and development is key to Luxfer’s retention strategy. Luxfer maintains talent and succession planning processes, including regular reviews by the Executive Leadership Team and reports to the Board of Directors. Employees are provided with training, learning, and development opportunities at all levels of the Company. We operate leadership and management development programs, which provide a consistent approach to the development of the Company’s future leaders and managers. With a multi-faceted curriculum, these programs provide critical problem-solving, communication, business management, and leadership skills. Luxfer also maintains various training and development programs for employees at the workforce level, in addition to regular coaching and support from their supervisors and performance evaluations. Management utilizes a variety of tools to evaluate employee performance, including skills assessments, self-evaluations, and the achievement of personal objectives. Personal objectives (a list of goals the employee will strive to achieve) are set at the beginning of each year in the form of a balanced scorecard. Managers approve the personal objective scorecard and review the employee’s performance in relation to their scorecard throughout the year. Moreover, setting personal objectives ties employee performance to the Company’s overall strategy and improves engagement, thereby supporting Luxfer’s growth and profitability. To further support our employees’ personal and professional development, Luxfer offers a company-wide online training and development platform designed to increase access to critical business, leadership, management, productivity, collaboration, and computer software skills. The platform provides access to over 180,000 courses, videos, books, and audio books on a variety of topics from world-class experts. The content is made to suit different learning styles; all one click away in the same user interface. Employees can access the content 24/7 on any desktop computer or mobile device, providing them with the opportunity to improve their performance anytime, anywhere.

  92. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  93. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | DIVERSE AND SUPPORTIVE WORKPLACE |

  94. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    The professional conduct of our employees furthers the Company’s mission, promotes productivity, minimizes disputes, and enhances our reputation. As such, Luxfer is committed to creating and maintaining a diverse, global workforce that provides fair and equitable opportunities, thereby advancing Luxfer’s innovation culture and customer first values. To ensure effective teamwork and achievement of common business goals, all Luxfer personnel are required to complete a variety of anti-harassment, non-discrimination, diversity, and unconscious bias trainings annually.

  95. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | THIRD PARTY RELATIONS AND SUPPLY CHAIN COMPLIANCE |

  96. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    To ensure that our partners conduct business with a high degree of integrity and in a socially and environmentally responsible manner, all third parties with whom we do business (including suppliers, distributors, contractors, agents, service providers, and customers) are expected to adhere to our Third Party Code of Conduct. Based on our own Code of Ethics and Business Conduct, the Third Party Code of Conduct applies to all third party representatives worldwide. Under the Code, third parties are expected to respect, acknowledge, uphold, and comply with the following key themes and extend these standards to their supply chain: • working conditions; • employee health and safety; • child labor, forced labor, and human trafficking; • business ethics, anti-corruption, and anti-bribery; • data privacy; • environmental responsibility; • conflict-free mineral sourcing; and • product and service quality. Beginning in 2021, the establishment of new commercial contracts and the continuation of existing commercial agreements with Luxfer requires certain suppliers and vendors to sign and return an acknowledgment form to confirm their compliance with the Third Party Code of Conduct. To ensure ongoing compliance, Luxfer requests that third parties renew their signature on the form once every three years. Presently, acknowledgement of the Third Party Code of Conduct applies only to vendors and suppliers that conduct $50,000 or more in business with Luxfer annually. This compliance metric is monitored quarterly by each Luxfer location using our internal Sustainability Scorecard and is reviewed biannually with the CEO and senior management. In 2025, 97% of suppliers and distributors who met this threshold attested compliance in writing to Luxfer’s Third Party Code of Conduct. In 2026, we intend to continue implementing the appropriate internal processes to achieve a 100% attestation rate from third parties who meet this threshold. To further improve the sustainability performance of our supply chain, evaluations of new and existing vendors are conducted regularly. We utilize several methods to ensure that our standards are met, including vendor risk assessments. Through this approach, vendor assessments are conducted based on multiple factors, including risk profile, engagement type and activity, and geography. These assessments evaluate the vendor’s ability to meet both our internal and industry standards for quality, safety, and reliability. Pursuant to our Third Party Code of Conduct, third parties are required to allow representatives from Luxfer and, if requested, Luxfer’s customers full access to their production facilities, records, and workers for confidential interviews. We use appropriate due diligence procedures to vet our vendors prior to entering into any business arrangements and reject those who do not fulfill our requirements or meet our standards. We encourage and facilitate reporting of environmental, social, or governance non-compliance in our operations and throughout our supply chain through our confidential, anonymous whistleblowing hotline. Concerned individuals may report actual or suspected violations anonymously via our hotline, which is available 24/7 and offers multilingual support for reporters in more than 170 languages.

  97. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  98. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | CYBERSECURITY |

  99. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    As customer preferences and business-efficiency demands lead to a more connected and digitized world, cybersecurity and privacy risks have become critical business issues. Luxfer understands the systemic nature of cybersecurity threats to the safety and security of our Company, customers, and employees. As such, Luxfer is committed to safeguarding and protecting our information technology (“IT”) network, equipment, and systems against cybersecurity threats to ensure our future security and reduce risk. We have adopted a risk management approach addressing cyber threats, which includes (i) Board-level oversight; (ii) preventing hackers from penetrating our systems (“cybersecurity”); (iii) containment and recovery measures in the event of an attack (“cyber resilience”); (iv) policies and employee training; (v) third-party cybersecurity measures; and (vi) compliance with applicable laws and regulations. Accordingly, we will continue to review and update our existing governance, policies, and practices to address the following objectives: • ensure business continuity by protecting Luxfer’s technology, data, intellectual property, and information assets; • increase cyber-resiliency and enhance controls for detecting and mitigating cybersecurity incidents; • safeguard the availability and reliability of Luxfer’s network infrastructure, systems, and services; • ensure compliance with all applicable regulations and Luxfer policies, controls, standards and guidelines; and • comply with requirements for confidentiality and privacy with respect to Luxfer’s customers and employees. Board-Level Oversight. As a part of its regular risk oversight, Luxfer’s Board of Directors is responsible for overseeing cybersecurity, information security, and technology risk. The Board is comprised of independent Non-Executive Directors, and one Executive Director. Luxfer’s Senior Management Team provides regular reports on information security matters at least quarterly to the Board, as it is their responsibility to oversee management’s actions to identify, access, mitigate and remediate material risk. Management Oversight. Luxfer’s cybersecurity program is managed by our IT Steering Committee. Comprised of IT Managers from across the Company and chaired by a member of Luxfer’s Executive Leadership Team, the IT Steering Committee maintains the vision, strategy, and operation of Luxfer’s cybersecurity program. IT Managers, who have operational responsibility for the actions of the Committee, ensure the effective implementation of the Company’s IT policies and manage the local IT teams to ensure they are appropriately supported. Local IT teams have the day-to-day responsibility for implementing and monitoring the operation of Company IT policies within their respective business units. IT personnel within the Company are qualified within their respective roles and are provided with the resources to carry out their responsibilities effectively. Cybersecurity. In the conduct of our business, we increasingly collect, use, transmit and store data on IT systems. This data includes confidential information belonging to us, our customers and other business partners, as well as personally identifiable information of individuals, including our employees. Like other global companies, we have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse, individual attempts to gain unauthorized access to IT systems, and sophisticated and targeted measures, known as advanced persistent threats; none of which have been material to the Company to date. Cybersecurity Risk Management. We devote significant resources to network security, data encryption, employee training, monitoring of networks and systems, patching, maintenance and backup of systems and data. We also follow best practices for IT and data security, as our IT controls are aligned with DFARS/NIST 800-171 IT Security Standard for U.S. Government Contractors. Although there have been no cybersecurity incidents that have been material to the Company to date, cyber-attacks are continually becoming more sophisticated, and our IT network is still potentially vulnerable to threats and incidents in the future.

  100. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  101. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    To assure long-term success, Luxfer is committed to discovering and preparing for all potential cybersecurity threats. We set out below certain mitigating actions that we believe help us manage our principal cybersecurity risks.

  102. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Risk | Risk Description | Management of Risk | | Network and Systems | Luxfer’s operations are increasingly dependent on IT systems and management of information, and a cyber-attack could inhibit our business operations including disruption to sales, production and cash flows. | Luxfer has a wide breadth of controls in place to protect against cyber-attacks including firewalls, threat monitoring systems, protected cloud architecture, and more frequent security patching. We have phased out vulnerable operating systems and updated legacy servers with advanced security. Applications that run and manage our core operating data are fully backed up. | | Employee Error or Misuse | As cyber-attacks and phishing scams are becoming more advanced, employees may fail to recognize the signs of a cyber-attack or rely solely on the Company’s IT defenses. | We have global policies covering IT security standards and provide annual training modules for employees. We also train our employees on cybersecurity through phishing simulations. | | Third-Party Cybersecurity Measures | In part, we depend on the reliability of certain tested third parties’ cybersecurity measures, including firewalls, virus solutions and backup solutions. Our business may be affected if these third-party resources are compromised. | Our IT Steering Committee performs thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. The IT Steering Committee also monitors and reviews access and permissions to all software and programs regularly. | | Regulations | We must comply with the U.K. General Data Protection Regulation (GDPR) relating to the security of personally identifiable information we process. A data breach can result in non-compliance with the GDPR, leading to fines or litigation. | We make every effort to comply with the GDPR and implement best practices including annual review of our Data Protection Policy. We also train employees to maintain secure systems, access control measures, and regularly monitor and test our networks to protect data, payment information, and personally identifiable information. |

  103. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Cyber Resilience. Although we devote significant resources to network security, data encryption and other measures to protect our information technology systems and data from unauthorized access or misuse, including those measures necessary to meet certain information security standards that may be required by our customers, there can be no assurance that these measures will be successful in preventing a cybersecurity or general information security incident. We also rely in part on the reliability of certain tested third-party cybersecurity measures, including firewalls, virus solutions and backup solutions, and our business may be affected if these third-party resources are compromised. Training and Compliance. Our employees are a key line of defense against cybersecurity threats and malicious actors. In addition to our IT Policies, Luxfer has a comprehensive cybersecurity training and awareness program to educate employees on how to recognize cybersecurity threats, prevent cyber-related incidents, and report a potential threat or breach. Our online compliance training program is mandatory for all employees worldwide, and includes cybersecurity awareness and IT security training, along with other compliance and governance related topics. Within each training module, employees must review a Company IT policy applicable to the training topic and attest that they have read, understood, and agree to comply with the Policy. Luxfer’s IT Steering Committee continues to carry out internal phishing simulations to engage employees with cybersecurity, raise awareness, and educate employees on how to recognize and report phishing attacks. Through the simulations, we test our employees’ reaction to phishing emails and collect important metrics like click rate. Data collection allows us to pinpoint trouble spots and target additional training to specific teams or locations. This information is also reported once quarterly to Luxfer’s Senior Leadership Team and is an important supplement to our overall IT security training program. Third-Party Cybersecurity Measures. Our IT staff perform thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. Access and permissions to all software and programs are regularly monitored and reviewed by IT managers.

  104. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  105. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Compliance with Regulations. We make every effort to comply with the U.K. General Data Protection Regulation and other applicable laws relating to the security of personally identifiable information of our customers, employees, and anyone with whom we do business. Our Data Protection Policy is reviewed and audited by our internal audit team annually.

  106. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | COMMUNICATION WITH SHAREHOLDERS AND INTERESTED PARTIES |

  107. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    We believe that effective corporate governance includes year-round engagement with our shareholders, stakeholders, and any interested party. We regularly meet with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, Luxfer engages dozens of shareholders, including our largest shareholders two to three times per year. In 2025, we had more than 100 calls and meetings with investors, including those scheduled as part of investor conferences, non-deal roadshows, and post-earnings follow up meetings. To continuously improve our shareholder communication and outreach, we review the feedback we receive during these meetings with our Board of Directors. Our Directors, along with management, carefully consider and evaluate this information, and modify the Company’s approach to advance our shareholder engagement efforts. If you wish to provide us with feedback, please send an email to investor.relations@luxfer.com. Alternatively, if you wish to communicate with the Board of Directors, specific Directors as a group, or any individual Director, you may send a letter addressed to the relevant party, c/o Company Secretary, Luxfer Holdings PLC, Lumns Lane, Manchester, M27 8LN, England. Any such communications will be forwarded directly to the addressee(s). Additional information can be found on our website at https://www.luxfer.com/contact/.

  108. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | | 2026 PROXY STATEMENT |

  109. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | NON-EXECUTIVE DIRECTOR COMPENSATION |

  110. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | NON-EXECUTIVE DIRECTOR COMPENSATION TABLE |

  111. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS This Executive Compensation Discussion and Analysis describes Luxfer’s compensation practices and the executive compensation policies, decisions, and actions of our Remuneration Committee. Throughout this Executive Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to the following group of individuals as “Named Executive Officers.” This Executive Compensation Discussion and Analysis specifically relates to the compensation earned during 2025 by the Named Executive Officers identified below.

  112. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | | | | Andy Butcher Chief Executive Officer | Stephen Webster Chief Financial Officer | | | | | | | Howard Mead Vice President and General Manager, Luxfer Gas Cylinders - Composite | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech | Graham Wardlow Divisional Managing Director, Luxfer MEL Technologies |

  113. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | 2026 PROXY STATEMENT |

  114. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | NAMED EXECUTIVE OFFICERS |

  115. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    The following section provides biographical information on our Named Executive Officers, other than Andy Butcher, Luxfer’s Chief Executive Officer and Executive Director, about whom information is provided in the section entitled “Director Biographies” with respect to the election of Directors on page 25.

  116. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | Stephen Webster Chief Financial Officer Age: 54 Stephen Webster was appointed Chief Financial Officer effective March 1, 2022. From September 2016 to March 2022, Mr. Webster served as Luxfer’s Corporate Controller. Prior to joining Luxfer, Mr. Webster held various finance leadership roles at global businesses, serving as Head of Global Accounting at Seadrill Limited, an OSE-listed offshore drilling company, and ERP Business Integration Lead, IFRS Project Lead, and Financial Accounting Director at JT International, a global tobacco company. He has extensive experience in corporate financial management and external reporting under both U.S. GAAP and IFRS. Mr. Webster is a Chartered Accountant and holds a degree in International Management and Modern Languages from the University of Bath. | | | Howard Mead Vice President and General Manager, Luxfer Gas Cylinders - Composite Age: 41 Howard Mead was appointed Vice President and General Manager of Luxfer Gas Cylinders - Composite in May 2022 and became a member of Luxfer’s Executive Leadership Team in February 2023. After beginning his career at RSM UK LLP, a provider of assurance, tax, and consulting services, Mr. Mead joined Luxfer in 2011 as a Financial Accountant, before progressing through roles of increasing responsibility at Luxfer Gas Cylinders in areas that included business improvement and finance. Beginning in September 2019, he served as Luxfer Gas Cylinders’ Global Vice President of Finance and a member of the Gas Cylinders’ Leadership Team. Mr. Mead is a fellow of the Institute of Chartered Accountants in England and Wales and holds a Bachelor of Science degree in Mathematics from the University of Manchester, as well as an M.B.A. from the Open University Business School. | | | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Age: 62 Jeffrey Moorefield was appointed Vice President and General Manager of Luxfer Magtech on April 1, 2022, at which time he also became an Executive Officer of the Company. Mr. Moorefield previously served as Luxfer’s Vice President of Operations from March 2019 to March 2022. Before joining Luxfer, Mr. Moorefield served as Senior Vice President of Global Operations at Tennant Company, a provider of floor cleaning machines, products, and services. Prior to that, he served as Global Vice President of Operations for various business segments within Pentair Plc, a provider of water treatment solutions and sustainable applications. Mr. Moorefield holds a Bachelor of Science degree in Industrial Technology from Western Kentucky University. |

  117. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | 2026 PROXY STATEMENT |

  118. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | Graham Wardlow Divisional Managing Director, Luxfer MEL Technologies Age: 58 Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies (LMT) in October 2017, following the merger of Luxfer’s MEL Chemicals and Magnesium Elektron Alloys businesses. The Magnesium Powder’s business was subsequently incorporated into LMT in early 2022, and Mr. Wardlow’s job title was updated to Divisional Managing Director effective January 1, 2025. Mr. Wardlow joined Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing Director of the Magnesium Elektron Alloys business in 2008 and Divisional Managing Director of MEL Chemicals in May 2017. Mr. Wardlow holds a degree in Materials Engineering from Imperial College, University of London, as well as an M.B.A. from Keele University. On February 23, 2026, Mr. Wardlow notified the Company of his decision to retire from full-time employment, effective at the end of May 2026. Following his retirement, Mr. Wardlow will continue to provide services to the Company on a part-time basis, supporting the CEO with various corporate projects. In line with the Company’s long-term succession planning, Paul Rogan, who currently serves as one of LMT’s General Managers has been appointed as Mr. Wardlow’s successor. |

  119. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | EXECUTIVE COMPENSATION FRAMEWORK |

  120. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | Executive Compensation Philosophy and Objectives Our goal is to provide executive compensation programs that: • deliver competitive levels of compensation to attract, motivate, and retain executive talent; • align executive compensation with shareholder interests and long-term Company value; and • tie executive compensation to Company performance. | | | Executive Compensation Governance and Process Executive compensation decisions are made independently from management, subject to Remuneration Committee review, as well as approval and/or ratification by the independent Non-Executive Directors of the Board. In reviewing and establishing compensation levels and components, we consider the following factors: • benchmark and market data for executives serving in similar positions at peer companies; • individual knowledge, experience, and capabilities of the Company’s executives; • the executive’s scope of responsibility, authority, and accountability; and • the level of compensation relative to the Company’s other executives and the Company’s and/or business unit’s size and revenue. | | | Executive Compensation Program Design Our executive compensation program is designed to: • provide appropriate balance between short-term and long-term pay and fixed and variable/at-risk pay; • include multiple components, each designed consistent with our compensation philosophy, including a base salary, an annual cash incentive, long-term equity awards, and other benefits; • cultivate sustainable growth and long-term value creation, without imposing unnecessary risks; and • reward executives for achieving financial and strategic objectives. |

  121. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    Luxfer seeks to create and maintain a culture of high performance, teamwork, and accountability. Our executive compensation program is one of the tools we utilize to accomplish this objective. Philosophically, we aim to treat our executives fairly when considering factors such as (i) the complexity of their jobs; (ii) the market for their executive talent; (iii) their individual performance; (iv) the financial and strategic performance of the Company overall, or where applicable, the executive’s particular business unit; (v) the need to attract and retain the executives; and (vi) the geographic location of the executive. The Remuneration Committee believes that the most effective executive compensation program aligns executive initiatives with our shareholders’ interests. The Committee seeks to accomplish such alignment by rewarding the achievement of short-term and long-term financial and strategic goals that create lasting shareholder value. Through regular assessment and revision of the Company’s executive compensation program, the Committee continues to align executive compensation with Luxfer’s growth and shareholder value creation. In reviewing our executive compensation philosophy, strategy, and program design and in setting compensation levels for our Named Executive Officers, the Remuneration Committee considers, among other factors, key financial and operating metrics that drive Luxfer’s growth and shareholder value; the objectives of and risks related to our operations and compensation program; and the components and level of executive compensation at companies within our peer group. Within that framework, it is critical that we meet our executive compensation objectives to: • motivate and reward executives for achieving financial and strategic objectives; • attract and retain high caliber executives; • align management and shareholder interests by encouraging employee stock ownership; • encourage growth and innovation; and • provide rewards commensurate with individual and Company performance. The Remuneration Committee reviews total compensation for executives and the relative levels of each compensation component against these objectives. We expect that our executives will, in aggregate, be paid fairly compared to the compensation peer group approved by the Remuneration Committee and considering Company performance, individual performance, tenure, and experience.

  122. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | Remuneration Committee Independent | Non-Executive Directors Independent | Compensation Consultant Independent | Shareholders and Other Key Stakeholders | | | | | | | • Evaluate and approve incentive plan design and performance measures relevant to executive compensation • Review and approve the compensation of each Named Executive Officer, other than the CEO • Recommend the approval of CEO compensation to independent Non-Executive Directors | • Review and approve the compensation of the CEO • Review and ratify the compensation of the other Named Executive Officers • Review and ratify the Company’s executive compensation framework and components | • Provides advice on executive compensation programs, competitive compensation levels, peer groups, emerging trends, and best practices • Provides design advice for incentive compensation plans and other compensation programs | • Provide feedback on various executive compensation practices and governance during periodic meetings with management and shareholders, which are reviewed and discussed by the Remuneration Committee and independent Non-Executive Directors of the Board |

  123. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    Our executive compensation program is designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with individual and Company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable or at-risk pay. Much of our Named Executive Officers’ compensation is variable or at-risk and contingent on performance. In designing our executive compensation program, establishing performance measures, and setting executive compensation packages, we conduct comprehensive benchmarking analyses, no less frequently than every three years, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target equity awards, are evaluated against packages at comparative peer group companies. While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below target levels. Further information regarding our 2025 executive compensation program is provided in the section entitled “2025 Executive Compensation Program” below.

  124. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | ____________ | | (1) Reflects the compensation earned by the Named Executive Officers in 2025, as set forth in the Summary Compensation Table on page 79, except with respect to the annual cash incentive, which reflects the target cash incentive applicable to each Named Executive Officer. Reference to the target cash incentive, rather than the cash incentive earned in 2025, more accurately depicts the intended 2024 executive compensation structure. | | (2) Calculated as an average of the compensation earned by Stephen Webster, Howard Mead, Jeffrey Moorefield, and Graham Wardlow in 2025, as set forth in the Summary Compensation Table on page 79, except with respect to the annual cash incentive, which reflects the target cash incentive applicable to each Named Executive Officer. Reference to the target cash incentive, rather than the cash incentive earned in 2025, more accurately depicts the intended 2025 executive compensation structure. |

  125. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | | | Annual Cash Incentive | | Equity Awards | | | | | Base Salary | Perquisites | Target (% of salary) | Target (US$) | Target (% of salary) | Target (US$) | Total Target Compensation | | Andy Butcher | $660,600 | $40,000 | 100% | $660,000 | 180% | $1,189,080 | $2,550,280 | | Stephen Webster (1) | $301,393 | $26,438 | 50% | $150,697 | 65% | $195,905 | $674,433 | | Howard Mead | $232,200 | $20,000 | 40% | $92,880 | 40% | $92,880 | $437,960 | | Jeffrey Moorefield | $222,750 | $20,000 | 40% | $89,100 | 40% | $89,100 | $420,950 | | Graham Wardlow (1) | $313,819 | $26,438 | 40% | $125,528 | 65% | $203,982 | $669,767 |

  126. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    In setting compensation for our executives, including our Named Executive Officers, the Remuneration Committee uses competitive compensation data from a total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation levels and specific compensation components. Additionally, the Committee uses multiple reference points when establishing target compensation levels. The Committee applies judgment and discretion in establishing target compensation levels, considering not only competitive market data but also factors such as company, business unit, and individual performance; scope of responsibility; critical needs and skill sets; experience; leadership potential; succession planning; and the geographic location of the executive. In setting compensation for 2025, the Committee referenced the output from a total compensation analysis and benchmarking study performed by Meridian. In its analysis, Meridian utilized data sourced from proxy statements, Meridian’s Trends and Developments Survey, and other public sources related to a group of peer companies (the “Comparator Group”) to provide a comparison between market pay levels and the target total compensation of Luxfer’s executives. The Remuneration Committee generally conducts comprehensive total compensation studies for all executives on a biennial basis, with the most recent study occurring in Fall 2025, additional analyses and studies were commissioned in 2022 upon the appointment of Andy Butcher as Chief Executive Officer, Stephen Webster as Chief Financial Officer, and Howard Mead as Vice President and General Manager of Luxfer Gas Cylinders - Composite.

  127. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | | Fixed | Variable or At-Risk | | | | | Base Salary | Time-Based Equity Awards | Performance-Based Equity Awards | Annual Cash incentive | | What? | Cash | Equity | Equity | Cash | | When? | Annually | 4-year vesting period | 2 and 3-year performance period, with immediate grant and vesting on the second/third anniversary of the award date | Annually | | How? Measures, Weight, and Payout | Consideration of various factors, including market rate, experience, business unit and/or company and individual performance, and critical skills | • Measure: Value delivered through long-term share price performance • Weight: Represents 40% of total annual equity award • Payout: Fixed at 40% of total annual equity award | • Measures: Earnings Per Share (EPS) Growth and Total Shareholder Return (TSR) • Weight: Represents 60% of total annual equity award, with EPS Growth comprising 24% and TSR comprising 36% • Payout: 0-200% Target | Measures Financial Performance (100%) • Management EBITA (60%) • Cash Conversion (20%) • Revenue (20%) Payout: 0-200% Target | | Why? | Provides competitive rates of fixed pay to attract and retain executives | Promotes retention of key executives and aligns interests with shareholders | Creates strong alignment with shareholder interests by linking long-term compensation to key performance metrics and share price. | Attracts executives and incentivizes high performance by linking company and/or business unit performance with compensation |

  128. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    We provide each Named Executive Officer with a fixed base salary. Base salaries are set upon appointment to a specific role and periodically adjusted for performance, scope of responsibility, inflation, and other factors. In setting base salaries, the Remuneration Committee generally references comparable positions at peer companies based on available market data, which includes published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies as one of many factors in setting base salaries. Differences in base salaries among the Named Executive Officers are based on numerous factors, such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, location, business unit size and revenue, and individual performance. In December 2024, the Committee reviewed the Named Executive Officers’ base salaries in accordance with its normal procedures. Following this review, the Committee implemented an approximate 2.5% salary increase to the base salaries of the Named Executive Officers. This broad-based salary increase was intended to address inflation. Graham Wardlow was awarded a 5.0% salary increase for recognition for his leadership of Luxfer MEL Technologies. The Named Executive Officers’ 2024 and 2025 annualized base salaries are further detailed in the table below.

  129. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | ANNUAL CASH INCENTIVE |

  130. 2025 Target Cash Incentives

    2025 Target Cash Incentives The Remuneration Committee sets a target cash incentive for each Named Executive Officer annually. The target cash incentive represents a percentage of each Named Executive Officer’s base salary. When setting the target cash incentive for each Named Executive Officer, the Remuneration Committee considers Meridian’s recommendations, the median target cash incentives for the Comparator Group, relevant survey data, and – in the case of Named Executive Officers other than the CEO – the recommendations of the CEO. The target cash incentive for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility, and experience.

  131. 2025 Target Cash Incentives

    | | 2026 PROXY STATEMENT |

  132. 2025 Target Cash Incentives

    Following completion of the fiscal year, the target cash incentive is used by the Remuneration Committee, together with its assessment of Company performance against established performance measures (the “Performance Payout Factor”), to determine the cash incentive payout. The Performance Payout Factor can range from 0-200%. The 2025 target cash incentives for each Named Executive Officer (as a percentage of salary and its value in US dollars) is shown below, together with the maximum cash incentive opportunity.

  133. 2025 Target Cash Incentives

    | | Target Cash Incentive (% of Salary) | Target Cash Incentive (US$) | Maximum Cash Incentive (US$) | | Andy Butcher | 100% | $660,600 | $1,321,200 | | Stephen Webster | 50% | $150,697 | $301,394 | | Howard Mead | 40% | $92,880 | $185,760 | | Jeffrey Moorefield | 40% | $89,100 | $178,200 | | Graham Wardlow | 40% | $125,528 | $251,056 |

  134. 2025 Cash Incentive Measures

    2025 Cash Incentive Measures For 2025, the Remuneration Committee set Management EBITA, Cash Conversion, and Revenue as the performance measures applicable to the annual cash incentive. For 2025, the weighting for the three-performance metrics was 60% Management EBITA, 20% Cash Conversion and 20% Revenue, consistent with 2024. When calculating the annual cash incentive, Management EBITA, Cash Conversion and Revenue are measured at a corporate (group) level for corporate Named Executive Officers (in this case, the CEO and CFO) and at a business unit level for all other Named Executive Officers.

  135. 2025 Cash Incentive Measures

    | Measure | Description | Weight (%) | | Management EBITA 1, 2 | Calculated as operating income adjusted for qualifying restructuring charges, acquisition and disposal-related charges/credits, amortization of acquired intangibles, share-based compensation charges and gain on disposal of assets held-for-sale. | 60% | | Cash Conversion 1, 2 | Calculated as the ratio of Management EBITA to adjusted operating cash flow. Adjusted operating cash flow is reconciled from Management EBITA by adding back loss on the disposal of property, plant, and equipment; depreciation; changes in assets and liabilities net of effects of business acquisitions; and non-restructuring capital expenditure. Threshold, Target, and Maximum Cash Conversion levels may be adjusted if Management EBITA exceeds the Maximum level, in which case Cash Conversion performance targets decrease at a ratio of 1:2. | 20% | | Revenue 1, 2 | For Luxfer (Group) purposes, calculated as third-party revenue, as disclosed in Note 18 of the Annual Report on Form 10-K for the year ended December 31, 2025. For business unit purposes, calculated as the business unit’s total revenue, including third-party revenue and revenue derived from intercompany sales. | 20% |

  136. 2025 Cash Incentive Measures

    ____________ 1 Management EBITA, Cash Conversion, Revenue (as calculated with respect to the business units), and adjusted operating cash flow are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A. 2 Management EBITA, Cash Conversion and Revenue at a corporate (group) level, is calculated excluding Graphic Arts’ results.

  137. 2025 Cash Incentive Measures

    | | 2026 PROXY STATEMENT |

  138. 2025 Cash Incentive Measures

    Chief Executive Officer and Chief Financial Officer. Each year, the Remuneration Committee reviews and sets, and the Board approves, the Management EBITA, Cash Conversion, and Revenue targets applicable to the CEO’s and CFO’s cash incentive in the following year. The performance measures, together with the corresponding Threshold, Target, and Maximum levels, applicable to our CEO and CFO in 2025, and the weight assigned to each performance measure, were as follows:

  139. 2025 Cash Incentive Measures

    | | Performance Payout Factor as a % of Base Salary | | | Cash Conversion (1) | Andy Butcher (CEO) | Stephen Webster (CFO) | | Threshold = 80% | 10% | 5% | | Target = 90% | 20% | 10% | | Maximum = 100% | 40% | 20% | | Management EBITA (Group) (2) | | | | Threshold = US$39.5 million | 30% | 15% | | Target = US$40.6 million | 60% | 30% | | Maximum = US$46.6 million | 120% | 60% | | Revenue (Group) (3) | | | | Threshold = US$362.3 million | 10% | 5% | | Target = US$371.9 million | 20% | 10% | | Maximum = US$389.0 million | 40% | 20% | | TOTAL | | | | Threshold | 50% | 25% | | Target | 100% | 50% | | Maximum | 200% | 100% |

  140. 2025 Cash Incentive Measures

    ____________ (1) Cash Conversion achieved in 2025 was 89%. (2) Management EBITA (Group) achieved in 2025 was US$42.8M. (3) Revenue (Group) achieved in 2025 was US$371.2M. Business Unit Leaders. After the Remuneration Committee approves the overall compensation framework in December of each year, the CEO and CFO review and set the Management EBITA and Revenue targets applicable to the other Named Executive Officers for the following year. As in prior years, Cash Conversion targets were set at 85% (Threshold), 100% (Target), and 115% (Maximum) for all business units. The performance measures, together with the corresponding Threshold, Target, and Maximum levels, applicable to our other Named Executive Officers in 2025, and the weight assigned to each performance measure, were as follows:

  141. 2025 Cash Incentive Measures

    | Cash Conversion (1) | Performance Payout Factor as a % of Base Salary | | Threshold = 85% | 4% | | Target = 100% | 8% | | Maximum = 115% | 16% | | Management EBITA (Business Unit) (2) | | | Threshold | 12% | | Target | 24% | | Maximum | 48% | | Revenue (Business Unit) (2) | | | Threshold | 4% | | Target | 8% | | Maximum | 16% | | TOTAL | | | Threshold | 20% | | Target | 40% | | Maximum | 80% |

  142. 2025 Cash Incentive Measures

    (1) Threshold, Target, and Maximum Cash Conversion levels applicable to the Business Unit Leaders are slightly higher than those applied to the CEO and CFO, as the Cash Conversion levels applicable to the CEO and CFO are based on the Cash Conversion of Luxfer as a whole, which includes the overall net cash position for the corporate cost center, which is typically expected to be a net cash outflow.

  143. 2025 Cash Incentive Measures

    | | 2026 PROXY STATEMENT |

  144. 2025 Cash Incentive Measures

    (2) Threshold, Target, and Maximum Management EBITA and Revenue levels are not disclosed on a business unit basis, as the Company reports its financial performance at a consolidated and segment level. Howard Mead’s business unit forms part of our Cylinders segment, and Jeffrey Moorefield’s and Graham Wardlow’s business units form part of our Elektron segment. Management EBITA targets for our Cylinders segment were as follows: Threshold - US$17.9 million, Target - US$19.0 million, and Maximum - US$21.0 million. Management EBITA targets for our Elektron segment were as follows: Threshold - US$32.0 million, Target - US$34.5 million, and Maximum - US$40.0 million. Revenue targets for our Cylinders segment were as follows: Threshold - US$186.3 million, Target - US$191.9 million, and Maximum - US$201.5 million. Revenue targets for our Elektron segment were as follows: Threshold - US$181.0 million, Target - $190.5 million, and Maximum - $200.4 million.

  145. 2025 Cash Incentive Payout

    2025 Cash Incentive Payout Luxfer’s cash incentive program provides for payout levels between 0% and 200% of the target cash incentive for each Named Executive Officer. At the end of the fiscal year, each performance measure is assessed on a sliding scale basis. No payout is made if performance is below the Threshold levels set forth in the foregoing tables, and the full incentive opportunity (200%) is earned if performance meets or exceeds the Maximum levels set forth in the foregoing tables. As Management EBITA is the Company’s primary financial deliverable, cash incentive payout is capped at target level payable with respect to the Cash Conversion or Revenue measures if Threshold Management EBITA is not achieved. Additionally, the 2025 cash incentive program provides for a formulaic adjustment to the Threshold, Target, and Maximum Cash Conversion targets if Maximum Management EBITA is obtained, as achievement of Maximum Management EBITA unintentionally results in lower Cash Conversion. Specifically, if Maximum Management EBITA is obtained, one-half of the Management EBITA figure exceeding Target level is added to the adjusted operating cash flow figure used in calculating Cash Conversion, resulting in a decrease to the Cash Conversion targets at a ratio of 1:2. Following assessment of the financial performance measures, the Remuneration Committee calculated a Performance Payout Factor applicable to each Named Executive Officer. The Performance Payout Factor, target cash incentive, maximum cash incentive, and 2025 cash incentive payout for each of our Named Executive Officers are set forth in the below table.

  146. 2025 Cash Incentive Payout

    | | Target Cash Incentive (% of Salary) | Target Cash Incentive (US$) | Maximum Cash Incentive (US$) | Performance Payout Factor | 2025 Cash Incentive Payout (US$) | | Andy Butcher | 100% | $660,000 | $1,321,200 | 120.4% | $795,362 | | Stephen Webster (1) | 50% | $150,697 | $301,394 | 120.4% | $181,439 | | Howard Mead | 40% | $92,880 | $185,760 | 15.0% | $13,932 | | Jeffrey Moorefield | 40% | $89,100 | $178,200 | 131.0% | $116,721 | | Graham Wardlow (1) | 40% | $125,528 | $251,056 | 167.2% | $209,882 |

  147. 2025 Cash Incentive Payout

    ____________ (1) Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing amounts have been translated into US dollars at the average exchange rate for 2025: £1: US$1.3219. Overall, the cash incentives earned by Andy Butcher, Stephen Webster and Howard Mead were significantly lower than 2024 due to reduced profitability and sales in our Gas Cylinders Division, particularly in the alternative fuels market. Graham Wardlow’s cash incentive significantly increased from 2024 as demand for aerospace and defense products grew. Jeffrey Moorefield’s cash incentive was in line with prior year, as he benefitted from increased demand for flameless ration heaters and meals-ready-to-eat. Management EBITA for Luxfer (Group) was above Target level but below Maximum level, Revenue performance and cash conversion were above Threshold level but below Target level. Luxfer Gas Cylinders’ Management EBITA and Revenue performance were below Threshold level and Cash Conversion was below Target level but above Threshold level. Luxfer Magtech Solutions’ Management EBITA performance and Cash Conversion were at Target level and Revenue performance was capped at Maximum level. Luxfer MEL Technologies’ Management EBITA and Revenue performance were above Target level, but below Maximum level and Cash Conversion was at Target level.

  148. 2025 Cash Incentive Payout

    | | 2026 PROXY STATEMENT |

  149. 2025 Cash Incentive Payout

    The graph below shows the annual cash incentive earned and the missed cash incentive opportunity (versus maximum target), for each Named Executive Officer in 2025. Equity awards granted pursuant to the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as amended and restated on June 8, 2022 (the “LTIP”) are intended to (i) align executive awards with shareholder returns through personal financial investment; (ii) attract and retain high quality executives in an environment where compensation levels are based on a global market; (iii) strengthen the alignment between executives and shareholders; and (iv) motivate shareholder value creation. The LTIP provides the Remuneration Committee the discretion to grant time-based or performance-based awards, including in the form of Restricted Stock Units (“RSUs”) and Options, and use and set a range of performance measures applicable to performance-based awards. These performance measures are to be appropriate and support Luxfer’s long-term strategy at the time the award is made. Discretion over what type or combination of types of awards are made is exercised by the Committee based on what the Committee considers to be the market norm in the US and U.K., as well as the circumstances in which the award is made. Awards are made and satisfied using shares held in an employee benefit trust associated with the LTIP. Participants are required to pay, at minimum, the nominal cost of an ordinary share. RSUs are generally awarded to Named Executive Officers who are based in the United States, and Options are awarded to Named Executive Officers based in the United Kingdom. Options are generally set with an exercise price equal to the nominal cost of an ordinary share, such that the economic benefit of the Options and RSUs are generally equal. In 2025, the Committee used the following forms of awards and performance measures in the below ratio:

  150. 2025 Cash Incentive Payout

    | | 2026 PROXY STATEMENT |

  151. 2025 Equity Award Measures and Terms

    2025 Equity Award Measures and Terms The Committee awarded a combination of time-based (40%), TSR performance-based (36%), and EPS Growth performance-based (24%) awards to the Named Executive Officers in 2025, consistent with the measures and method applied in 2024. A summary of the awards is provided below.

  152. 2025 Equity Award Measures and Terms

    | | 2025 EPS Growth Awards 5 | 2025 TSR Awards | | Measure and Method | • Measured on a 2-year growth basis, using adjusted diluted EPS, excluding Graphic Arts, reported externally for the financial year • EPS Growth is measured annually using prior year actual adjusted diluted EPS, excluding Graphic Arts, as the baseline • The payout percentage for each individual year is “banked,” and the average annual growth percentage over the 2-year performance period determines the final payout | • Ranking of Luxfer’s relative TSR performance against companies within Luxfer’s 8-digit GICS code for the last 90 days of the year ending 3 years from the year in which the award was communicated • Payout dependent on decile in which Luxfer’s performance fell, with distinct Performance Payout Factors assigned to each decile | | Performance Period | 2 years | 3 years | | Vesting Period | Vest 100% on the second anniversary of award communication date Vesting conditional on the Return on Capital Employed (RoCE) being equal to or exceeding a certain percentage after tax in the calendar year for which EPS is measured | Vest 100% on the third anniversary of award communication date | | Cap | 200% Target | 200% Target | | Other Terms | $1.00 conversion or exercise price | $1.00 conversion or exercise price |

  153. 2025 Equity Award Measures and Terms

    2025 EPS Growth Awards. EPS Growth is measured annually, using the prior year’s adjusted EPS, excluding Graphic Arts, (as reported externally) as the baseline. The payout percentage for each individual year is “banked,” and the average annual payout percentage over the two-year performance period determines the final payout percentage. The 2025 EPS Growth Awards were communicated on March 17, 2025. Accordingly, adjusted diluted EPS and the corresponding growth percentage will be measured on December 31, 2025, and December 31, 2026, using adjusted diluted EPS of US$0.99 as the baseline for the period ending December 31, 2025. Depending on the level of adjusted diluted EPS Growth achieved, awards will be granted on a sliding scale basis (0-200%) and immediately vest on March 17, 2027. The Threshold, Target, Maximum and Enhanced Maximum levels applicable to the 2025 EPS Growth awards were as follows:

  154. 2025 Equity Award Measures and Terms

    | | Threshold | Target | Maximum | | Annual EPS Growth | 4% | 8% | 16% | | Payout Percentage Banked (% of Target) | 50% | 100% | 200% | | 2025 EPS (using 2024 EPS of $0.99 as baseline) | $1.03 | $1.07 | $1.15 |

  155. 2025 Equity Award Measures and Terms

    The Company’s adjusted diluted EPS for the fiscal year ended December 31, 2025 was $1.11. As such 150% was banked in relation to year 1. The performance period remains ongoing through December 31, 2026.1 1 Adjusted diluted earnings per share (EPS) is a non-GAAP measure. For a reconciliation and explanation of this non-GAAP measure, see Appendix A.

  156. 2025 Equity Award Measures and Terms

    | | 2026 PROXY STATEMENT |

  157. 2025 Equity Award Measures and Terms

    2025 TSR Awards. In 2022, the Remuneration Committee revised the TSR measure to consist of a ranking of Luxfer’s performance against a peer group of approximately 35 companies within Luxfer’s 8-digit GICS code as of March 1, 2022. During 2025, the peer group reduced to 29 as a result of Companies being sold, delisting or no longer part of Luxfer’s 8-digit GICS code. This peer group consists of the following companies:

  158. 2025 Equity Award Measures and Terms

    | Albany International Corp. Chart Industries, Inc. Columbus McKinnon Energy Recovery, Inc. Enerpac Tool Group Corp. EnPro Industries, Inc. ESCO Technologies Inc. Graham Corporation Greenland Technologies Holding Corp. Helios Technologies, Inc. | Hillman Solutions Corp. Hurco Companies, Inc. Kadant Inc. Kornit Digital Ltd. L.B. Foster Company Mayville Engineering Company, Inc. Mueller Water Products, Inc. Nisun Intl. Enterprise Dev. Group Co., Ltd. NN, Inc. Omega Flex, Inc. | Park-Ohio Holdings Corp. Perma-Pipe International Holdings, Inc. Proto Labs, Inc. RBC Bearings Incorporated SPX Corporation Standex International Corporation Tennant Company The Eastern Company The Gorman-Rupp Company |

  159. 2025 Equity Award Measures and Terms

    These companies had 2021 revenues ranging from approximately US$100 million to US$1,529 million, with median revenues of approximately US$710 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2021 was US$374.1 million. For purposes of 2025 TSR awards, Luxfer’s TSR performance on December 31, 2027, versus its performance on December 31, 2024, will be compared against the TSR performance of the companies within the specified peer group. The payout percentage of 0% to 200% is determined based on the decile in which Luxfer’s TSR ranks amongst the peer group as follows:

  160. 2025 Equity Award Measures and Terms

    | Luxfer TSR Ranking Versus Peers | Payout Percentage | | Tenth Decile (Top 10%) | 200% | | Ninth Decile | 175% | | Eighth Decile | 150% | | Seventh Decile | 125% | | Sixth Decile | 100% | | Fifth Decile | 75% | | Fourth Decile | 50% | | Third Decile | 25% | | Second and First Decile (Bottom 20%) | 0% |

  161. 2025 Equity Award Measures and Terms

    TSR is measured using the average share price for the ninety (90) days prior to and including December 31, 2024 and December 31, 2027. Based on the relative level of shareholder return achieved through December 31, 2027, 2025 TSR awards will be granted and immediately vest on March 17, 2028. Although the performance period remains ongoing, the Company’s TSR performance was in the Sixth Decile as of December 31, 2025. 2025 Time-Based Awards. In 2025, each Named Executive Officer received a time-based equity award in the form of RSUs or Options equal to 40% of their target equity award. The number of time-based RSUs or Options awarded to the Named Executive Officers are reflected in the table included under “2025 Target Equity Awards” below. The time-based awards were granted on March 17, 2025, and vest in equal installments over four years.

  162. 2025 Equity Award Measures and Terms

    | | 2026 PROXY STATEMENT |

  163. 2025 Target Equity Awards

    2025 Target Equity Awards In establishing equity award levels (as a percentage of base salary) for each Named Executive Officer in 2025, the Committee referenced benchmark data, including compensation surveys, Comparator Group information, and other data provided by Meridian, and took into consideration a variety of other factors, including the number of awards outstanding and shares remaining available for issuance under the LTIP, the number of shares that would be issued under contemplated awards over the range of performance periods, the total number of the Company’s issued and outstanding shares, the resulting implications for shareholder dilution, and the number of shares awarded to our executives year-over-year. The table below summarizes the total award, at Target, made available to each Named Executive Officer in 2025, as approved by the Remuneration Committee.

  164. 2025 Target Equity Awards

    | Named Executive Officer | Target Equity Awards Level (% of Salary) | # Time Based Awards (40% award allocation) 4 Year Vesting @ 25% per year | # EPS Growth Awards (24% award allocation) Vesting on 2nd Anniversary of Award Communication Date | # TSR Awards (36% award allocation) Vesting on 3rd Anniversary of Award Communication Date | Total Target Award (# of Awards) (1) | | Andy Butcher | 180% | 39,360 | 23,616 | 35,424 | 98,400 | | Stephen Webster | 65% | 6,240 | 3,744 | 5,616 | 15,600 | | Howard Mead | 40% | 3,080 | 1,848 | 2,772 | 7,700 | | Jeffrey Moorefield | 40% | 2,960 | 1,776 | 2,664 | 7,400 | | Graham Wardlow | 65% | 6,480 | 3,888 | 5,832 | 16,200 |

  165. 2025 Target Equity Awards

    ____________ (1) Target equity award levels are determined as a percentage of base salary. The number of awards were calculated using a share price of $12.09, being the average closing share price for the three days immediately preceding the award date of March 17, 2025.

  166. Previously Awarded Equity Awards

    Previously Awarded Equity Awards Although not awarded or communicated in fiscal year 2025, the following paragraphs and tables provide an update on historical equity awards granted to the Named Executive Officers, which either remain outstanding and/or other action, such as vesting or measurement of performance, occurred in 2025. Additional information regarding equity awards outstanding as of December 31, 2025 can be found in the “Outstanding Equity Awards at December 31, 2025” table and related footnotes of pages 82-84.

  167. Previously Awarded Equity Awards

    | Previously Awarded Performance-Based Awards | | | | | | | Award Communication Date | Performance Period | Vesting Date (if achieved) | Performance: EPS | Performance: TSR | Named Executive Officers Participating in Award | | March 20, 2023 | • EPS: January 1, 2023 - December 31, 2025 • TSR: January 1, 2023 - December 31, 2025 | March 20, 2026 | 117% Target achieved: Banked 0% 2023, 200% in 2024 and 150% in 2025 | TSR performance concluded in the fourth decile, resulting in 50% Target achieved | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow | | March 18, 2024 | • EPS: January 1, 2024 - December 31, 2025 • TSR: January 1, 2024 - December 31, 2025 | March 18, 2026 | 221% Target achieved: based on annualized two-year growth | TSR performance concluded in the seventh decile, resulting in 125% Target achieved | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow | | March 17, 2025 | • EPS: January 1, 2025 - December 31, 2026 • TSR: January 1, 2025 - December 31, 2027 | March 17, 2027 (EPS) March 17, 2028 (TSR) | Performance period remains ongoing | Performance period remains ongoing | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow |

  168. Previously Awarded Equity Awards

    | | 2026 PROXY STATEMENT |

  169. Previously Awarded Equity Awards

    In addition to the foregoing performance-based equity awards regularly granted under the Company’s incentive compensation program, the Remuneration Committee approved special performance-based equity awards to Andy Butcher, Stephen Webster, Jeffrey Moorefield, and Graham Wardlow in 2022. These awards, which were tied to the Company’s former 2025 EPS goal of $2.00 or more. If the Company were to attain an adjusted diluted EPS of between $2.00 and $2.40 on or before December 31, 2025, a pro-rated number of awards between the Target and Maximum levels would have been awarded to the Named Executive Officers, based on the adjusted diluted EPS actually attained. The Company did not achieve these targets during the performance period, therefore no awards were granted.1

  170. Previously Awarded Equity Awards

    | Named Executive Officer | Additional EPS Award (at Target) | Additional EPS Award (at Maximum) | | Andy Butcher | 32,000 | 64,000 | | Stephen Webster | 6,000 | 12,000 | | Jeffrey Moorefield | 2,000 | 4,000 | | Graham Wardlow | 6,000 | 12,000 |

  171. Previously Awarded Equity Awards

    The following table details previously awarded time-based awards that vested, in part, in 2025. Additional information regarding these awards can be found in the “Outstanding Equity Awards at December 31, 2025” table and related footnotes on pages 82-84.

  172. Previously Awarded Equity Awards

    | Previously Awarded Time-Based Awards | | | | Award Communication Date | Vesting Dates | Named Executive Officers Participating in Award | | March 15, 2021 | • March 15, 2022 • March 15, 2023 • March 15, 2024 • March 15, 2025 | • Andy Butcher • Stephen Webster • Howard Mead • Graham Wardlow | | March 14, 2022 | • March 14, 2023 • March 14, 2024 • March 14, 2025 • March 14, 2026 | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow | | March 20, 2023 | • March 20, 2024 • March 20, 2025 • March 20, 2026 • March 20, 2027 | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow | | March 18, 2024 | • March 17, 2025 • March 17, 2026 • March 17, 2027 • March 17, 2028 | • Andy Butcher • Stephen Webster • Howard Mead • Jeffrey Moorefield • Graham Wardlow |

  173. Equity Award Grant Timing

    Equity Award Grant Timing The Remuneration Committee typically grants annual equity awards at a regularly scheduled Committee meeting in March of each year following the release of our annual financial results and the filing of our Annual Report on Form 10-K. Because the exercise price of our stock options is set at the nominal value of an ordinary share rather than the market price, the grant date fair value of an option award is not materially affected by the trading price of the Company’s shares on the grant date, and accordingly, the timing of option grants in relation to the disclosure of material nonpublic information does not present the same concerns that exist for options priced at fair market value. We do not take material nonpublic information into account when determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 1 Adjusted diluted Earnings Per Share (EPS) is a non-GAAP measure. For a reconciliation and explanation of this non-GAAP measure, see Appendix A.

  174. Equity Award Grant Timing

    | | 2026 PROXY STATEMENT |

  175. Equity Award Grant Timing

    | OTHER BENEFITS |

  176. Vacation and Holiday Entitlement

    | PAY VERSUS PERFORMANCE |

  177. Vacation and Holiday Entitlement

    As required by the pay versus performance rules adopted by the SEC in 2022 (the “PVP Rules”) and applicable to this Proxy Statement, the Pay Versus Performance Table provides information about Named Executive Officer compensation set forth in this Proxy Statement, as well as compensation for the Named Executive Officers set forth in our 2025, 2024, 2023, and 2022 Proxy Statements (each of 2021, 2022, 2023, 2024 and 2025, a “Covered Year”). The Pay Versus Performance Table also provides results of certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider: • The information in columns (B) and (D) comes directly from this and prior year’s Summary Compensation Tables, without adjustment unless otherwise noted (such totals being referred to herein as the “SCT Total”); • As required by the PVP Rules, we describe the information in columns (C) and (E) as “compensation actually paid” (“CAP”) to the applicable Named Executive Officers, but these amounts do not necessarily reflect compensation that our Named Executive Officers actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay (for cash amounts and some equity award amounts) and realizable or accrued pay (primarily for pension benefits and other equity awards); • The PVP Rules require that we choose a peer group for purposes of TSR comparisons, and we have chosen the same peer groups utilized by the Company for purposes of measuring total shareholder return performance with respect to performance-based equity awards. Accordingly, these peer groups differ for some of the Covered Years, as the Remuneration Committee revised said peer group in 2022, utilizing the companies included in the Company’s GICS Code as of March 1, 2022, rather than comparable companies selected by the Remuneration Committee with reference to market data. The companies comprising the peer group for each Covered Year are detailed in footnotes 3 through 5 of the Pay Versus Performance Table on page 70 (collectively and individually referred to herein as the “PVP Peer Group”); and • As required by the PVP Rules, we provide information about our cumulative TSR, cumulative PVP Peer Group TSR, and U.S. GAAP net income results during the Covered Years in the Pay Versus Performance Table. Pursuant to the PVP Rules, the Company is required to designate one financial measure as the “Company-Selected Measure,” or the most important financial measure that demonstrates how the Company sought to link executive compensation to Company performance in the fiscal year. For 2025, the Company selected adjusted EBITA1. However, the Company believes that all of the measures designated under the “Important Financial Performance Measures” section on page 72 are important drivers of Company performance that are designed to link executive compensation to performance. 1. Adjusted EBITA is a non-GAAP measure. For a reconciliation and explanation of this non-GAAP measure, see Appendix A.

  178. Vacation and Holiday Entitlement

    | PAY VERSUS PERFORMANCE TABLE |

  179. Vacation and Holiday Entitlement

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES |

  180. Vacation and Holiday Entitlement

    | IMPORTANT FINANCIAL PERFORMANCE MEASURES |

  181. Vacation and Holiday Entitlement

    Notably, our Named Executive Officers, including all of the Company’s current and former executive officers, are subject to the Company’s Executive Compensation Clawback Policy, established in accordance with section 10D of the Exchange Act and section 303A.14 of the New York Stock Exchange Listed Company Manual. Capitalized terms used but not defined herein shall have the meanings given to them in the Executive Compensation Clawback Policy. The following summary of the key provisions of this Policy does not purport to be complete and is qualified, in its entirety, by reference to the full text of the Policy. Under the Executive Compensation Clawback Policy, in the event the Company is required to prepare an Accounting Restatement, the Company is required to recover any Incentive-Based Compensation received by a Covered Executive during the three (3) completed fiscal years immediately preceding the Restatement Date, provided that the Incentive-Based Compensation received by such Covered Executive is in excess of the amount of Incentive-Based Compensation that the Covered Executive would have otherwise received had it been determined on the restated amounts or after giving effect to the Accounting Restatement. In Luxfer’s case, this Policy generally applies, but is not limited, to annual cash incentives (or portions thereof that are based upon financial metrics, such as EBITA, Cash Conversion, and Revenue) and performance-based equity awards, such as awards related to earnings per share and total shareholder return performance. The Board of Directors, or the Remuneration Committee as delegated, retains discretion as to the recovery method to be used. Recovery methods may include, but are not limited to: (i) repayment of any Erroneously Awarded Compensation to the Company (or, if required by the Company, any other person specified by the Company) in the event the Erroneously Awarded Compensation is a cash incentive; (ii) payment of a cash equivalent to the Company (or, if required by the Company, any other person specified by the Company) in the event the Erroneously Awarded Compensation is an equity award; or (iii) transfer to the Company (or, if required by the Company, any other person specified by the Company) of all or some of the shares acquired by the Covered Executive pursuant to an equity award that constitutes Erroneously Awarded Compensation. There are limited exceptions to the recovery requirement established under this Policy. The recovery requirement shall not apply to the extent that both of the following factors are satisfied: (a) the independent directors of the Board and/or the Company’s Remuneration Committee (comprised solely of independent directors) has determined that recovery would be impracticable; and (b) either (i) the direct expense paid by the Company to a third party to assist in enforcing this Policy would exceed the Erroneously Awarded Compensation to be recovered, (ii) recovery would violate home country law where said law was adopted prior to November 28, 2022, or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C 411(a) and the regulations promulgated thereunder. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on the expense of enforcement, as detailed in (b)(i) above, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document its reasonable recovery attempt(s), and provide the documentation to the NYSE.

  182. Vacation and Holiday Entitlement

    | TERMINATION AND CHANGE IN CONTROL |

  183. Vacation and Holiday Entitlement

    Certain of the Named Executive Officers are party to employment agreements with Luxfer Holdings PLC or one of its subsidiaries. As per the Company’s normal practice, the CEO and CFO are subject to employment agreements, and U.K.-based executives are subject to employment agreements as required by local law. Accordingly, Andy Butcher, Stephen Webster, and Graham Wardlow are subject to employment agreements. Andy Butcher’s and Stephen Webster’s employment agreements contain provisions regarding the termination of such executive’s employment and the Company’s related severance obligations, including in the event of termination for reasons other than Cause, Disability, or death, and in connection with a Change in Control. Furthermore, the Company, on behalf of itself or one of its subsidiaries that employs the executive, entered into Executive Severance and Change in Control Agreements with Howard Mead, Jeffrey Moorefield, and Graham Wardlow, effective October 25, 2023. The Company’s severance obligations, as set forth in these agreements, are summarized below.1 Capitalized terms used but not defined herein shall have the meanings given to them in the referenced agreement. The following summary of the key terms of these agreements does not purport to be complete and is qualified, in its entirety, by reference to the full text of the relevant agreement; all of which are on file with the SEC. 1 Health and welfare benefits and vacation entitlement are not included in this summary, as they are generally available on a non-discriminatory basis to all full-time employees.

  184. Termination Arrangements

    Termination Arrangements Compensation throughout the Notice Period and upon Separation. The agreements set forth a Notice Period, which both the Executive and the Company must comply with in the event the Executive intends to resign from employment, or the Company intends to terminate the Executive’s employment, without Cause. The Executives will continue to receive their regular compensation and benefits through the end of their respective Notice Period, provided the Company does not exercise its right of payment in lieu of notice. Specifically, the Executives will continue to earn an annual cash incentive during the Notice Period, and any outstanding equity awards will continue to vest during the Notice Period, in accordance with the applicable vesting schedule. If, as of the Termination Date, the actual cash incentive earned has not been determined because the relevant performance period remains ongoing, the Executive’s cash incentive for the fiscal year in which the separation occurs will be paid at Target level and pro-rated to reflect actual dates of service, including the Notice Period, during said fiscal year. Upon separation, equity awards shall be managed as follows: • Andy Butcher. Upon separation, the Company shall immediately vest all outstanding time-based equity awards and any earned and outstanding performance-based equity awards that are scheduled to vest in the twelve (12) month period following the effective date of termination. • Stephen Webster, Howard Mead, Jeffrey Moorefield, and Graham Wardlow. In accordance with the rules of the LTIP, any time-based equity awards that have not become vested or exercisable as of the Termination Date shall immediately lapse and any performance-based equity awards shall vest in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period. Except in the event of termination for Cause, Disability, or death or in the event of a Change in Control (or, in the case of Howard Mead, Jeffrey Moorefield, and Graham Wardlow, resignation with Good Reason), the Company reserves the right, in lieu of notice and without giving any reason, to (i) pay the Executive their base salary and other fixed compensation, such as perquisite allowances, for the Notice Period or outstanding balance thereof; (ii) pay the Executive an annual cash incentive for the fiscal year in which their employment terminates, which shall be the actual cash incentive earned for said fiscal year, or, if the actual cash incentive has not been determined because the relevant performance period remains ongoing, the cash incentive at Target level and prorated to reflect actual dates of service, including the Notice Period, during said fiscal year; and (iii) immediately vest any equity awards that would have vested during the Notice Period or balance thereof.

  185. Termination Arrangements

    | | Termination for Reasons other than Cause, Disability, or Death | | | | | Name and Principal Position | Salary Payment (US$) | Cash Incentive Payment (1) (US$) | Outstanding or Unvested Equity Awards (US$) | Total Payout (US$) | | Andy Butcher Chief Executive Officer | $660,600 (3) | $660,600 | $3,776,103 (6) | $5,097,303 | | Stephen Webster Chief Financial Officer (2) | $301,393 (3) | $150,697 | $500,326 (7) | $952,416 | | Howard Mead Vice President and General Manager, Luxfer Gas Cylinders - Composite | $58,050 (4) | $92,880 | $253,556 (8) | $404,486 | | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Solutions | $111,375 (5) | $89,100 | $239,956 (9) | $440,431 | | Graham Wardlow Divisional Managing Director, Luxfer MEL Technologies (2) | $313,819 (3) | $125,528 | $512,114 (10) | $951,461 |

  186. Termination Arrangements

    ____________ (1) Using December 31, 2025, as the date of the triggering event, the above figure represents the cash incentive at Target level, as the actual cash incentive earned in the fiscal year is not typically finalized as of said date. (2) Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing figures have been translated into US dollars at the following average exchange rate for 2025: £1: US$1.3219. (3) Assumes that the Company exercises its right to payment in lieu of the full 12-month Notice Period. (4) Assumes that the Company exercises its right to payment in lieu of the full 3-month Notice Period. (5) Assumes that the Company exercises its right to payment in lieu of the full 6-month Notice Period. (6) In accordance with Mr. Butcher’s employment contract, this figure includes all outstanding time-based equity awards, which total 101,788, and any earned and outstanding performance-based equity awards that are scheduled to vest in the 12-month period following the effective date of termination (in this case, assumed to be December 31, 2025), which total 199,577. (7) Using December 31, 2025 as the date of the triggering event, this figure includes 5,868 time-based awards scheduled to vest in the 12-month Notice Period; and 34,063 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (8) Using December 31, 2025 as the date of the triggering event, this figure includes 3,282 time-based awards scheduled to vest in the 3-month notice period; and 16,954 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (9) Using December 31, 2025 as the date of the triggering event, this figure includes 2,784 time-based awards scheduled to vest in the 6-month notice period; and 16,367 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (10) Using December 31, 2025 as the date of the triggering event, this figure includes 6,038 time-based awards scheduled to vest in the 12-month Notice Period; and 34,833 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period).

  187. Termination Arrangements

    Compensation in the event of the Executive’s Resignation with Good Reason. The Executive Severance and Change in Control Agreements applicable to Howard Mead, Jeffrey Moorefield, and Graham Wardlow provide for severance compensation in the event that the Executive’s employment is terminated by the Executive with Good Reason. In such event, the Executives will be eligible to receive the following compensation: • Severance Payment. A severance payment representing the Executive’s base salary for a period equal to their Notice Period, as follows: Howard Mead (3 months), Jeffrey Moorefield (6 months), and Graham Wardlow (12 months). • Annual Cash Incentive. The actual cash incentive earned for the fiscal year in which the separation occurs, or, if the actual cash incentive has not been determined because the relevant performance period remains ongoing, the cash incentive at Target level and prorated to reflect actual dates of service during said fiscal year. • Equity Awards. Time-based awards that are scheduled to vest in the twelve-month period following the Termination Date shall immediately vest, and any performance-based equity awards shall vest in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period. The table below summarizes the total payout to each of the applicable Named Executive Officers in the event of resignation by the Executive with Good Reason.

  188. Termination Arrangements

    | | Resignation by the Executive with Good Reason | | | | | Name and Principal Position | Salary Payment (US$) | Cash Incentive Payment (1) (US$) | Outstanding or Unvested Equity Awards (US$) | Total Payout (US$) | | Howard Mead Vice President and General Manager, Luxfer Gas Cylinders - Composite | $58,050 | $92,880 | $253,556 (3) | $404,486 | | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Solutions | $111,375 | $89,100 | $239,956 (4) | $440,431 | | Graham Wardlow Divisional Managing Director, Luxfer MEL Technologies (2) | $313,819 | $125,528 | $512,114 (5) | $951,461 |

  189. Termination Arrangements

    ____________ (1) Using December 31, 2025, as the date of the triggering event, the above figure represents the cash incentive at Target level, as the actual cash incentive earned in the fiscal year is not typically finalized as of said date. (2) Graham Wardlow is employed in the United Kingdom and paid in GBP sterling. The foregoing figures have been translated into US dollars at the following average exchange rate for 2025: £1: US$1.3219. (3) Using December 31, 2025 as the date of the triggering event, this figure includes 3,282 time-based awards scheduled to vest in the 3-month notice period; and 16,954 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (4) Using December 31, 2025 as the date of the triggering event, this figure includes 2,784 time-based awards scheduled to vest in the 6-month notice period; and 16,367 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (5) Using December 31, 2025 as the date of the triggering event, this figure includes 6,038 time-based awards scheduled to vest in the 12-month Notice Period; and 34,833 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period).

  190. Change in Control Arrangements

    Change in Control Arrangements In the event that the Named Executive Officers’ employment is terminated by the Company in connection with a Change in Control (other than for Cause, Disability, or death) and the Named Executive Officer does not receive an offer of employment for an Equivalent Position with a Successor, the Named Executive Officers are eligible to receive the following severance compensation:

  191. Change in Control Arrangements

    | Named Executive Officer | Severance Payment | Annual Cash Incentive | Equity Awards | | Andy Butcher | Twenty-four (24) months’ base salary | Annual cash incentive earned for the fiscal year during which the separation occurs. If the actual cash incentive earned has not been determined because the relevant performance period remains ongoing, the annual cash incentive will be paid at Target level. | Immediate vesting of all outstanding, unvested time-based equity awards; and immediate vesting of any performance-based equity awards, which amount shall be calculated in accordance with the “change in control” rules of the LTIP. | | Stephen Webster | Twenty-four (24) months’ base salary | | | | Howard Mead | Nine (9) months’ base salary | | | | Jeffrey Moorefield | Twelve (12) months’ base salary | | | | Graham Wardlow | Eighteen (18) months’ base salary | | |

  192. Change in Control Arrangements

    The table below summarizes the total payout to each of the Named Executive Officers in the event of termination by the Company in connection with a Change in Control.

  193. Change in Control Arrangements

    | | Termination in connection with Change in Control | | | | | Name and Principal Position | Salary Payment (US$) | Cash Incentive Payment (US$) (1) | Outstanding or Unvested Equity Awards (US$) | Total Payout (US$) | | Andy Butcher Chief Executive Officer | $1,331,200 | $660,600 | $4,006,518 (3) | $5,988,318 | | Stephen Webster Chief Financial Officer (2) | $602,786 | $150,697 | $626,612 (4) | $1,380,095 | | Howard Mead Vice President and General Manager, Luxfer Gas Cylinders - Composite | $174,150 | $92,880 | $315,869 (5) | $582,899 | | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Solutions | $222,750 | $89,100 | $299,969 (6) | $611,819 | | Graham Wardlow Divisional Managing Director, Luxfer MEL Technologies (2) | $470,729 | $125,528 | $642,488 (7) | $1,238,744 |

  194. Change in Control Arrangements

    ____________ (1) Using December 31, 2025, as the date of the triggering event, the above figure represents the cash incentive at Target level, as the actual cash incentive earned in the fiscal year is not typically finalized as of said date. (2) Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing figures have been translated into US dollars at the following average exchange rate for 2025: £1: US$1.3219. (3) Using December 31, 2025, as the date of the triggering event, this figure includes 101,788 unvested time-based awards; and 217,966 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (4) Using December 31, 2025, as the date of the triggering event, this figure includes 15,946 unvested time-based awards; and 34,063 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (5) Using December 31, 2025, as the date of the triggering event, this figure includes 8,255 unvested time-based awards; and 16,954 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (6) Using December 31, 2025, as the date of the triggering event, this figure includes 7,573 unvested time-based awards; and 16,367 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period). (7) Using December 31, 2025, as the date of the triggering event, this figure includes 16,443 unvested time-based awards; and 34,833 performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period).

  195. Change in Control Arrangements

    | | 2026 PROXY STATEMENT |

  196. Change in Control Arrangements

    EXECUTIVE COMPENSATION TABLES

  197. Change in Control Arrangements

    | SUMMARY COMPENSATION TABLE |

  198. Change in Control Arrangements

    The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2025, 2024, and 2023.

  199. Change in Control Arrangements

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Name and Principal Position | Year | Salary (US$) | Annual Cash Incentive (US$) (1) | Annual Equity Awards (US$) (2) | Option Awards (US$) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) (3) | Total Compensation (US$) | | Andy Butcher Chief Executive Officer | 2025 | 660,600 | 795,362 | 1,144,077 | — | — | 62,928 | 2,662,967 | | | 2024 | 644,500 | 1,176,857 | 1,358,073 | — | — | 63,196 | 3,242,626 | | | 2023 | 628,800 | — | 1,134,137 | — | — | 60,815 | 1,823,752 | | Stephen Webster (4) Chief Financial Officer | 2025 | 301,393 | 181,439 | 181,378 | — | — | 56,611 | 720,821 | | | 2024 | 284,489 | 259,738 | 215,318 | — | — | 53,557 | 813,102 | | | 2023 | 263,339 | — | 166,693 | — | — | 49,470 | 479,502 | | Howard Mead Vice President & General Manager, Luxfer Gas Cylinders – Composite | 2025 | 232,200 | 13,932 | 89,526 | — | — | 38,629 | 374,287 | | | 2024 | 226,500 | 79,230 | 105,855 | — | — | 40,391 | 451,976 | | | 2023 | 220,288 | 78,365 | 88,799 | — | — | 33,762 | 421,214 | | Jeffrey Moorefield Vice President & General Manager, Luxfer Magtech | 2025 | 222,750 | 116,721 | 86,039 | — | — | 40,420 | 465,930 | | | 2024 | 217,300 | 111,605 | 102,246 | — | — | 33,053 | 464,204 | | | 2023 | 212,000 | — | 85,683 | — | — | 28,317 | 326,000 | | Graham Wardlow (4) Divisional Managing Director, Luxfer MEL Technologies | 2025 | 313,819 | 209,882 | 188,353 | — | — | 104,097 | 816,151 | | | 2024 | 289,091 | 106,848 | 217,725 | — | — | 96,926 | 710,590 | | | 2023 | 274,545 | — | 179,156 | — | — | 90,634 | 544,335 |

  200. Change in Control Arrangements

    | GRANTS OF PLAN-BASED AWARDS IN 2025 (1) |

  201. Change in Control Arrangements

    | OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 |

  202. Change in Control Arrangements

    | 2025 OPTION EXERCISES AND SHARES VESTED TABLE |

  203. Change in Control Arrangements

    | 2025 PENSION BENEFITS |

  204. PAY RATIO

    PAY RATIO In accordance with Item 402(u) of Regulation S-K, we are required to provide certain information concerning the ratio between the annual total compensation of Luxfer’s CEO, Andy Butcher, and the annual total compensation of the Company’s median compensated employee (“MCE”), in each case generally calculated in the manner that annual total compensation is calculated for purposes of the Summary Compensation Table.