INNOSPEC INC.

For the period ended May 8, 2026. Filed Mar 26, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2026 · Filed Mar 26, 2026

IOSP$78.21-1.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

INNOSPEC INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

INNOSPEC INC. 8310 South Valley Highway, Suite 350, Englewood, CO 80112

NOTICE OF 2026 ANNUAL MEETING** OF STOCKHOLDERS**

Date and time
	Friday, May 8, 2026, 10:00 a.m. Eastern Time
Location
	The St. Regis New YorkTwo East 55th Street, at FifthAvenue, New York, USA,10022
Record Date
	March 13, 2026
Proposals	Proposal 1	Election of two Class I Directors
	Proposal 2	Advisory approval of the Company’s executive compensation
	Proposal 3	Ratification of the appointment of the Company’s independent registered public accounting firm
To obtain Proxy Materials		www.envisionreports.com/iosp (for stockholders of record) www.edocumentview.com/iosp (for beneficial owners with shares held in “street name”)
		Call 1-866-641-4276 (for stockholders of record) Call 1-800-579-1639 (for beneficial owners with shares held in “street name”)
		investorvote@computershare.com with “Proxy Materials Innospec Inc.” in the subject line (for stockholders of record) sendmaterial@proxyvote.com (for beneficial owners with shares held in “street name”)
Voting Methods		www.envisionreports.com/iosp (for stockholders of record) www.proxyvote.com (for beneficial owners with shares held in “street name”)
		Call the toll-free number 1-800-652-8683(Beneficial owners with shares held in “street name” should contact their bank or broker)
		Complete and return a proxy card (if you received a paper copy)
		Attend and vote at the Annual Meeting

Stockholders may also transact any other business properly brought before the meeting. At this time, the Board of Directors knows of no other proposals or matters to be presented.

On behalf of the Board of Directors:

***David B. Jones

Senior Vice President, General Counsel,

Chief Compliance Officer, and Corporate Secretary*

March 26, 2026

TABLE OF CONTENTS	Page No.
INFORMATION ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS AND VOTING AT THE MEETING	1
CORPORATE GOVERNANCE	7
▶Corporate Governance Highlights	7
▶Our Corporate Governance Framework	7
▶Corporate Governance Principles	7
▶Corporate Governance Guidelines	8
▶Innospec’s Leadership Structure	8
▶The Board’s Role in Risk Management	9
▶Director Independence	12
▶Family Relationships	12
▶Related Person Transactions and Relationships	12
▶Related Person Transactions Approval Policy	13
▶Executive Sessions of Independent Non-Employee Directors	13
▶Identifying and Evaluating Nominees for Director	13
▶Director On-Boarding and Continuing Education	15
▶Meetings and Attendance	15
▶Limitation on Other Board and Audit Committee Positions	15
▶Code of Conduct	16
▶Supplier Code of Conduct	16
▶Raising Issues and Reporting Violations	17
▶No Retaliation on Reporting Issues or Violations	17
▶Anti-Hedging Policy	17
▶Anti-Pledging Policy	17
▶Copies of Code of Conduct, Corporate Governance Guidelines and Committee Charters	18
▶Communications with our Board	18
▶Board Committees	18
▶Board and Committee Self-Evaluations	22
▶Stockholder Engagement	22
SUSTAINABILITY	23
HUMAN CAPITAL MANAGEMENT	28
PROPOSAL 1: ELECTION OF TWO CLASS I DIRECTORS	32
INFORMATION ABOUT THE INNOSPEC BOARD	34
▶Board Skills Matrix	34
▶Director Biographies	36

TABLE OF CONTENTS	Page No.
DIRECTOR COMPENSATION	42
▶Elements of Director Compensation	42
▶Director Stock Ownership Guidelines	43
▶Director Compensation For Fiscal 2025	43
WHO OWNS OUR STOCK? INFORMATION ABOUT OUR COMMON STOCK OWNERSHIP	46
▶Stock Ownership of Directors and Executive Officers as of February 15, 2026	46
▶Principal Beneficial Owners as at Fiscal Year End 2025	47
▶Delinquent Section 16(a) Reports	47
▶Equity Compensation Plans	48
PROPOSAL 2: ADVISORY APPROVAL OF INNOSPEC’SEXECUTIVE COMPENSATION	49
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
▶Principal Accountant Fees and Services	50
▶Audit Committee Pre-Approval Policies and Procedures	51
AUDIT COMMITTEE REPORT	52
INFORMATION ABOUT OUR EXECUTIVE OFFICERS	53
COMPENSATION DISCUSSION AND ANALYSIS	55
▶Executive Summary	55
▶Say-on-Pay	58
▶Elements of Pay	59
▶Other Pay Programs and Policies	70
COMPENSATION COMMITTEE REPORT	73
COMPENSATION TABLES	74
OTHER MATTERS	88
SOLICITATION AND EXPENSES OF SOLICITATION	89
STOCKHOLDERS’ PROPOSALS FOR THE 2027 ANNUAL MEETINGOF STOCKHOLDERS	90

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PROXY** **STATEMENT

INFORMATION** ABOUT THE 2026 ANNUAL MEETING **OF STOCKHOLDERS AND VOTING AT THE MEETING

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.