INNOSPEC INC.
For the period ended May 9, 2025. Filed Mar 27, 2025.
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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 9, 2025 · Filed Mar 27, 2025
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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 |
2025 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
INNOSPEC INC. 8310 South Valley Highway, Suite 350, Englewood, CO 80112
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Date and time | ||
|---|---|---|
| Friday, May 9, 2025, 10:00 a.m. Central Time | ||
| Location | ||
| The Westin at The Woodlands2 Waterway Square PlaceThe Woodlands, Houston, TX 77380 | ||
| Record Date | ||
| March 14, 2025 | ||
| Proposals | Proposal 1 | Election of three Class III 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, 2025
| TABLE OF CONTENTS | Page No. |
|---|---|
| INFORMATION ABOUT THE 2025 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 THREE CLASS III DIRECTORS | 31 |
| INFORMATION ABOUT THE INNOSPEC BOARD | 33 |
| Board Skills Matrix | 33 |
| Director Biographies | 35 |
| DIRECTOR COMPENSATION | 41 |
|---|---|
| Elements of Director Compensation | 41 |
| Director Stock Ownership Guidelines | 42 |
| Director Compensation For Fiscal 2024 | 42 |
| WHO OWNS OUR STOCK? INFORMATION ABOUT OUR COMMON STOCK OWNERSHIP | 45 |
| Stock Ownership of Directors and Executive Officers as of February 15, 2025 | 45 |
| Principal Beneficial Owners as at Fiscal Year End 2024 | 46 |
| Delinquent Section 16(a) Reports | 46 |
| Equity Compensation Plans | 47 |
| PROPOSAL 2: ADVISORY APPROVAL OF INNOSPEC’S EXECUTIVE COMPENSATION | 48 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 |
| Principal Accountant Fees and Services | 49 |
| Audit Committee Pre-Approval Policies and Procedures | 50 |
| AUDIT COMMITTEE REPORT | 51 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 52 |
| COMPENSATION DISCUSSION AND ANALYSIS | 54 |
| Executive Summary | 54 |
| Say-on-Pay | 57 |
| Elements of Pay | 59 |
| Other Pay Programs and Policies | 71 |
| COMPENSATION COMMITTEE REPORT | 75 |
| COMPENSATION TABLES | 76 |
| OTHER MATTERS | 93 |
| SOLICITATION AND EXPENSES OF SOLICITATION | 93 |
| STOCKHOLDERS’ PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 94 |
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PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.