2024 NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT

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

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

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, 2024

PROXY STATEMENT

INFORMATION ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS AND VOTING AT THE MEETING

 

Why did you send me the Notice Regarding the Availability of Proxy Materials?

We sent you the Notice Regarding the Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Innospec Inc. (“Innospec” or the “Company”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, which will be held on Friday, May 10, 2024 at 10.00 a.m. Eastern Time, at the offices of Smith, Gambrell & Russell LLP, 1105 West Peachtree Street NE, Suite 1000, Atlanta, Georgia 30309.

This Proxy Statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your stock. Alternatively, you may simply vote by telephone, over the internet, or, if you have requested written proxy materials, by completing, signing and returning the accompanying proxy card.

Innospec intends to commence distribution of the Notice to stockholders on or about March 28, 2024.

What proposals will be voted on at the Annual Meeting of Stockholders?

You are being asked to consider and vote on three proposals at the Annual Meeting. The following is a summary of the proposals and the voting recommendations of the Board with respect to each proposal:

Are proxy materials available on the internet?

Yes. This Proxy Statement, and the proxy card, for the Annual Meeting and our 2023 Annual Report on Form 10-K are available at www.envisionreports.com/iosp for stockholders of record and www.edocumentview.com/iosp for beneficial owners.

Who is entitled to vote at the meeting?

March 15, 2024 is the record date for the Annual Meeting. If you owned Innospec Common Stock at the close of business on March 15, 2024, you are entitled to vote. On this record date, we had 24,946,812 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. Our Common Stock is our only class of voting stock.

How many votes do I have?

You have one vote for each share of Common Stock that you owned at the close of business on the March 15, 2024 record date. Your Notice indicates the number of shares of Common Stock you are entitled to vote.

What is the difference between holding stock as a stockholder of record and as a beneficial owner?

Although many stockholders are the record holders of their stock, others hold their stock beneficially, which means it is held through a stockbroker, bank or other nominee rather than directly in the stockholder’s own name. As summarized below, there are some differences between stock held of record and stock owned beneficially.

Stockholder of Record

If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record and the Notice is being sent to you directly at your address of record. As the stockholder of record, you have the right to grant your voting proxy directly to Innospec by voting by telephone or via the internet, or, if you have requested written materials, by signing, dating and returning your proxy card to Innospec. Alternatively, you may vote in person at the Annual Meeting. For more information on voting by telephone or via the internet see the description below under the heading “Information about the 2024 Annual Meeting of Stockholders and Voting at the Meeting - May I vote by telephone or via the internet?”.

Beneficial Owner

If your Common Stock is held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of stock held in “street name” and our proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee on how to vote your stock and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may only vote these shares at the Annual Meeting if you follow the instructions described below under the heading “Information about the 2024 Annual Meeting of Stockholders and Voting at the Meeting - How do I attend and vote at the Annual Meeting?”.

Your broker or nominee has provided a voting instruction card for you to use in directing your broker or nominee as to how to vote your stock. You may also vote by telephone or via the internet by following your broker or other nominee’s directions as described below under the heading “Information about the 2024 Annual Meeting of Stockholders and Voting at the Meeting - May I vote by telephone or via the internet?”.

How do I vote by proxy if I am a stockholder of record?

If you are a stockholder of record and you request a physical proxy card and properly fill in such proxy card and it is completed and received by us (and not revoked) prior to the Annual Meeting, or you vote by internet or telephone, your “proxy” (i.e., one of the individuals named on your proxy card) will vote your stock as you have directed. If you sign the proxy card (including by electronic signature in the case of internet or telephonic voting), but do not make specific voting choices, the person holding your proxy will vote your stock as recommended by the Board as follows:

“FOR” the election of two Class II Directors;

“FOR” the approval, on an advisory basis, of the Company’s executive compensation; and

“FOR” the ratification of the appointment of the Company’s independent registered public accounting firm.

If any other matter is presented at the Annual Meeting, your vote will be cast in accordance with the best judgment of the individuals named on your proxy card. As of the date of this Proxy Statement, we know of no such other matters that need to be acted on at the Annual Meeting.

How do I give voting instructions if I am a beneficial owner?

If you are a beneficial owner of stock, your broker will communicate with you directly and ask you how you want your stock to be voted. If you give the broker voting instructions, the broker will vote your stock as you direct. If you do not give the broker voting instructions, one of two things can happen, depending on the type of proposal in question. Brokers have discretionary power to vote your stock with respect to “routine” matters, but they do not have discretionary power to vote your stock on “non-routine” matters. Brokers holding stock beneficially owned by their clients do not have the ability to cast votes with respect to the election and ratification of directors or executive compensation unless they have received instructions from the beneficial owner of the stock because these are considered “non-routine” matters. It is therefore important that you provide voting instructions to your broker if your shares of Common Stock are held beneficially through a broker so that your vote with respect to directors and executive compensation, and any other matter treated as “non-routine”, is counted.

May I vote by telephone or via the internet?

Yes, you may vote by telephone or via the internet up until 11:59 P.M. Eastern Time the day before the Annual Meeting date. We encourage you to do so because your vote will be tabulated faster than if you mailed it. Please note the following depending on whether you are a stockholder of record or a beneficial owner whose shares are held by a bank or broker in “street name”:

If you are a stockholder of record, you may vote electronically through the internet at www.envisionreports.com/iosp or by telephone Toll Free 1-800-652-8683 within the U.S.A., U.S. Territories and Canada. Be sure to have your control number, which appears on your Notice or proxy card, with you when you vote.

If you are a beneficial owner and hold your stock in “street name”, you may vote electronically through the internet at www.proxyvote.com and you should contact your bank or broker to determine whether you will be able to vote by telephone. Be sure to have your control number, which appears on your Notice or proxy card, with you when you vote.

Whether or not you plan to attend the Annual Meeting, we urge you to vote. Doing so by returning the proxy card or voting by telephone or via the internet will not affect your ultimate right to attend and vote at the meeting.

May I revoke my proxy?

Yes. If you change your mind after you vote, you may revoke your proxy by following any of the procedures described below. To revoke your proxy:

•Send in another signed proxy with a later date or resubmit your vote by telephone or the internet;

•Send a letter revoking your proxy to Mr. David B. Jones, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112; or

•Attend the Annual Meeting and vote in accordance with the instructions described below.

If you wish to revoke your proxy, you must do so sufficiently in advance to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

How do I attend and vote at the 2024 Annual Meeting?

If you are a stockholder of record, you may attend the meeting and vote your shares in person. If you choose to do so, please bring your Notice, or proxy card showing your control number and proof of identification.

If you are the beneficial owner of stock held in “street name”, you may vote your shares in person only if you obtain a signed proxy from the stockholder of record giving you the right to vote the stock. To do so, you must bring to the 2024 Annual Meeting of Stockholders proof of identification, an account statement or letter from the broker, bank or other nominee indicating that you are the owner of the stock and a signed proxy from the stockholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the stock on the Record Date.

Even if you plan to attend the 2024 Annual Meeting of Stockholders in person, Innospec recommends that you vote your stock in advance by internet or telephone, or by returning the accompanying proxy card, as described above, so that your vote will be counted if you later decide not to attend the 2024 Annual Meeting of Stockholders.

Is a stockholder list available for examination?

For 10 days prior to the Annual Meeting, a complete list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting. Stockholders may view the list at Innospec’s corporate headquarters at 8310 South Valley Highway, Suite 350, Englewood, CO 80112 during office hours and showing their control number and photo identification. The stockholders list will also be available during the Annual Meeting.

What votes need to be present to hold the Annual Meeting?

To have a quorum for our Annual Meeting, the holders of a majority of the shares of Common Stock outstanding and entitled to vote need to be present or represented by proxy. Abstentions and broker “non-votes” are treated as present and entitled to vote and are counted in determining whether we have a quorum.

What vote is required to approve each proposal?

*While directors are elected by a plurality vote, we have a “majority vote” director resignation policy in place, as described on page 34.

**As Proposal 2 is an advisory vote, there is no specified vote requirement for approval. Innospec will consider that the affirmative vote of the majority of the stock present or represented by proxy and entitled to vote on such proposal reflects the advice of the stockholders.

How are votes counted?

*If you “withhold” authority to vote with respect to one or more nominees for Innospec Director, your vote will have no effect on the election of such nominees.

**While directors are elected by a plurality vote, we have a “majority vote” director resignation policy in place, as described on page 34.

If you sign (including electronic confirmations in the case of internet or telephone voting) your proxy card with no instructions on how to vote, your stock will be voted in accordance with the recommendations of the Board. If you sign (including electronic confirmation in the case of internet or telephone voting) your broker voting instruction card with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters, but will not be voted with respect to “non-routine” matters. As described in “Information about the 2024 Annual Meeting of Stockholders and Voting at the Meeting—How do I give voting instructions if I am a beneficial owner?”, election of directors and executive compensation are considered “non-routine” matters. We will appoint one or more inspectors of election to count votes cast by proxy.

What is the effect of broker non-votes and abstentions?

A broker “non-vote” occurs when a broker holding stock for a beneficial owner does not or cannot vote on a particular proposal because the broker does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

Common Stock owned by stockholders electing to abstain from voting with respect to any proposal will be counted towards the presence of a quorum. Common Stock beneficially owned and voted by the beneficiary through a broker will be counted towards the presence of a quorum, even if there are broker non-votes with respect to some proposals, as long as the broker votes on at least one “non-routine” proposal.

Abstentions and instructions to withhold votes with respect to any nominee for director election (which uses a plurality standard) will result in those nominees receiving fewer votes but will not count as votes “against” the nominee. Broker non-votes will not be considered present and entitled to vote with respect to elections of directors and therefore will have no direct effect on the outcome of the election of directors. Abstentions will be treated as present and entitled to vote with respect to Proposals 2 and 3 and, therefore, will have the effect of votes “against” these proposals. Broker non-votes will have no direct effect on the outcome of these proposals.

What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Where can I find the voting results?

Final voting results will be disclosed in a Form 8-K to be filed with the U.S. Securities and Exchange Commission (“SEC”) within four business days after the 2024 Annual Meeting of Stockholders. If official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available. You can find the Form 8-K on our website at www.innospec.com.

Will Innospec’s independent accountants attend the Annual Meeting?

A representative of PricewaterhouseCoopers LLP (“PwC”), our current independent registered public accounting firm, will be available by telephone at the Annual Meeting to answer questions and will have an opportunity to make a statement if such representative wishes.

Do Directors attend the Annual Meeting?

Our Corporate Governance Guidelines provide that Directors are expected to attend our annual meetings of stockholders and any special meeting of stockholders called by Innospec to consider extraordinary business transactions. Unless they are unable to do so as a result of special circumstances, Directors are encouraged to attend all other special meetings of stockholders called by Innospec. All our Directors then in office attended the 2023 Annual Meeting of Stockholders that was held on May 4, 2023.

Whom should I call if I have any questions?

If you have any questions about the Annual Meeting, voting or directions to attend the Annual Meeting, please contact Mr. David B. Jones, Innospec’s Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, at 1-303-792-5554 or at david.jones@innospecinc.com.

CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of our stakeholders, strengthens Board and management accountability, and helps build public trust in the Company. The Corporate Governance section below describes our governance framework, which includes the following highlights:

Our Corporate Governance Framework

Corporate Governance Principles

Innospec places the strongest emphasis on high standards of Corporate Governance. We have policies to guide all our employees, Directors and third-party representatives and provide extensive training to help ensure that we operate to these standards throughout the Company. Through its Nominating, Corporate Governance and Sustainability Committee, the Board evaluates our corporate governance policies and practices, which form our corporate governance framework, against evolving best practices as benchmarks for assessing that we follow appropriate standards when conducting our business.

One of the cornerstones of our Corporate Governance is transparency. Accordingly, you will find the following key policies and procedures on our website.

Corporate Governance Guidelines

Our Board believes that adherence to sound corporate governance policies and practices is important so that the Company is governed and managed with the highest standards of responsibility, ethics and integrity and by taking into account the interests of all stakeholders. We have adopted a set of Corporate Governance Guidelines intended to reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others.

Our Corporate Governance Guidelines address key governance matters, including, but not limited to:

•Selection and composition of the Board;

•Director orientation and continuing education;

•Board membership criteria and selection process;

•Board operations, including the size of the Board and Board independence;

•Director responsibilities;

•Executive sessions of non-management Directors;

•Performance evaluations of the Board, Committees of the Board and individual Directors;

•Director compensation;

•Director access to management and outside advisors;

•Management succession;

•Resignation policy in uncontested Director elections; and

•Limits on Board members serving on other public company boards.

The Board believes that corporate governance is an evolving process and generally reviews the Corporate Governance Guidelines every two years and updates them when appropriate. A current copy of the Corporate Governance Guidelines can be found on our website under the heading Corporate Governance at www.innospec.com/about-us/corporate-governance, or by writing to Mr. David B. Jones, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112.

Innospec’s Leadership Structure

The Board believes that the roles of Chairman of the Board (a non-executive position) and Chief Executive Officer should remain separate to enable the Board to provide effective guidance to management and promote oversight and accountability of management. This separation preserves the distinction between the management and oversight functions, maintaining the responsibility of management to help develop corporate strategy and the responsibility of the Board to review and provide input on corporate strategy.

To fulfill the role, the Chairman of the Board, among other things, creates and maintains an effective working relationship between the Board and the Company’s management; provides the CEO with on-going direction as to current Board needs, interests, views and expectations; and directs the Board agenda to the matters of greatest importance to Innospec.

The Board’s Role in Risk Management

The Board’s role in risk oversight and management is consistent with our leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts. Risk management is an integral part of Board and committee deliberations throughout the year. During 2023, the Senior Vice President, Corporate Development and Investor Relations, presented a summary of key risks facing the Company so the Board could discuss and assess such risks and the management of them on a timely and on-going basis.

The Global IT Director presents his information technology and cyber security update to the Board in person at least annually.

In fiscal 2023, each of our Directors completed our Code of Business Ethics on-line compliance training program that we require our employees to complete. In addition, in fiscal 2023, as part of our risk oversight of our information technology systems and risk mitigation efforts, employee training on cyber security risks was required of all Innospec Directors and employees who have access to our information technology resources.

NCC Group (“NCC”) performs periodic cyber security reviews. NCC reports its findings directly to the Board.

Risk oversight – Who is responsible?

•monitors and evaluates how management operates the Company

•considers updates received from management regarding quarterly performance

•works with management on the corporate strategy

•discusses risks related to the Company’s business strategy at periodic strategic planning meetings and at other meetings as appropriate

•oversees risks related to environmental, social and governance matters

•reviews quarterly assessment of the primary operational and regulatory risks facing the Company, their relative magnitude and management’s plan for mitigating and responding to these risks, including cyber security risk as needed; and

•reviews insurance coverage to assess whether it is adequate.

•considers the adequacy of steps taken by management to monitor and control the Company’s major financial risk exposures

•is responsible for reviewing the Company’s policies and practices with respect to financial risk assessment and the integrity of the accounting policies, financial reporting and disclosure practices of Innospec; and

•oversees the performance of the Company’s systems of internal accounting and financial control.

•provides oversight to review compensation risk and to assess that all of the Company’s executive compensation and incentive programs are competitive, closely related to the achievement of corporate objectives and aligned with long-term interests of the stockholders. The Company has determined that there are currently no risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

 

•oversees the development of and recommends to the Board a framework of corporate governance policies and procedures and a robust compliance program

•takes a leadership role in shaping and communicating matters of corporate governance and business ethics to the Board and the Company

•monitors and periodically reports to the Board on the compliance status across the Innospec Group

•monitors and discusses the work of the Executive Team ESG Steering Group and reports matters to the full Board which has oversight for environmental, social and governance risk; and

•nominates new directors and considers diversity, skills required for the Board to meet its obligations and various other stakeholder expectations.

Director Independence

The Board, after considering all relevant facts and circumstances of which it is aware, including those matters set out below under “Family Relationships” and “Related Person Transactions and Relationships”, has determined that all of its non-employee members are independent, within the meaning of the Nasdaq Marketplace Rule 5605(a)(2) applicable on the date of this Proxy Statement.

We have also adopted our own standards for director independence that can be found in our Director Independence Policy on our website at www.innospec.com/about-us/corporate-governance.

Family Relationships

No immediate family relationship exists between any of our Directors or Executive Officers and any other Directors or Executive Officers.

Related Person Transactions and Relationships

Mr. Williams, our President and CEO and Director of the Company, has been a non-executive director of AdvanSix Inc., a chemicals manufacturer, since February 2020. In 2023, the Company purchased product at market rates from AdvanSix Inc. for $382,797.

The Company has retained and continues to retain Smith, Gambrell & Russell, LLP, a law firm with which Mr. Paller is Of Counsel. During the fiscal year ended December 31, 2023, the Company paid Smith, Gambrell & Russell, LLP, $305,612 in fees for services provided during the period.

Mr. Landless is a non-executive director of Ausurus Group Limited, which owns European Metal Recycling Limited (“EMR”). Innospec conducts a tendering process periodically to select the best buyer for its scrap metal, and following its tender process in 2023, the Company’s subsidiary, Innospec Limited, sold scrap metal to EMR for a value of $98,450.

Related Person Transactions Approval Policy

Pursuant to our Code of Conduct, all senior officers must disclose to the Board any material transaction or relationship that could reasonably be expected to give rise to a conflict of interests. The Code of Conduct also states that no employee may seek to obtain special treatment from Innospec for family members, friends or for businesses in which family members or friends have an interest. During the year ended December 31, 2023, the Company did not make any charitable contributions to any charity on which any Director serves as an executive officer.

Executive Sessions of Independent Non-Management Directors

Executive sessions of independent non-management Directors are led by the Chairman. An executive session is held in conjunction with each regularly scheduled Board meeting and other sessions may be called by the Chairman at his discretion or at the request of the Board. There were four executive sessions of independent non-management Directors during fiscal year 2023.

The Board will continue to monitor the standards for director independence established under applicable law or Nasdaq listing requirements and will maintain the Company’s Corporate Governance Guidelines to be consistent with those standards.

Identifying and Evaluating Nominees for Director

The Nominating, Corporate Governance and Sustainability Committee uses a variety of methods for identifying and evaluating nominees for Director. The Nominating, Corporate Governance and Sustainability Committee considers each person’s judgment, experience, independence, understanding of our business or other related industries and such factors as the committee determines relevant in light of the needs of the Board and the Company. The Nominating, Corporate Governance and Sustainability Committee reviews the skills and attributes of Board members within the context of the current make-up of the full Board and regularly assesses the appropriate size of the Board and whether vacancies on the Board are expected due to retirement or otherwise.

In the event that vacancies are anticipated, or otherwise arise, the Nominating, Corporate Governance and Sustainability Committee considers potential candidates for Director. Candidates may come to the attention of the Nominating, Corporate Governance and Sustainability Committee through current Board members, stockholders or other persons. In addition, during 2019, 2020 and 2021 the Nominating, Corporate Governance and Sustainability Committee retained a professional search firm to assist in identifying and evaluating potential candidates for nomination at the Annual Meeting. In line with our Board Diversity Policy, the Board considers diversity in the nominating process, along with other criteria, for potential Director candidates and specifically requests that females and minority candidates are included in every Director search pool. The recruitment specification for new Directors concentrates on candidates who are seasoned executive officers, with significant relevant experience, both at board level and within relevant industries.

The Director candidates are evaluated at regular or special meetings of the Nominating, Corporate Governance and Sustainability Committee and may be considered at any time during the year. The nominees for election at this year’s Annual Meeting of Stockholders were approved for nomination by the Board upon the recommendation of the Nominating, Corporate Governance and Sustainability Committee.

Our Director recruitment process is as follows:

The policy of the Nominating, Corporate Governance and Sustainability Committee is to consider properly submitted stockholder nominations for election to the Board. In order for any candidate to be considered by the Nominating, Corporate Governance and Sustainability Committee, and if nominated, included in the Proxy Statement, such recommendation should be received no later than the deadline for submission of stockholder proposals. See “Stockholders’ Proposals for the 2025 Annual Meeting of Stockholders”. Recommendations should be sent to the Corporate Secretary and should specify the nominee’s name, qualification for Board membership and any other information required by the Company’s Bylaws. All properly submitted stockholder nominations for Director candidates received by the Corporate Secretary will be submitted to the Nominating, Corporate Governance and Sustainability Committee for review and consideration. The Nominating, Corporate Governance and Sustainability Committee will consider stockholder recommendations for Director candidates, but the Nominating, Corporate Governance and Sustainability Committee has no obligation to recommend such candidates. Assuming appropriate biographical and background information (including qualifications) is provided for Director candidates recommended by stockholders, the Nominating, Corporate Governance and Sustainability Committee will use the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

Director On-Boarding and Continuing Education

Overview:

The Board and management conduct orientation for new Directors to become familiar with, amongst other things, Innospec’s business operations, strategies, financial matters, ethics, fiduciary duties, corporate governance and all other Company policies. It is the responsibility of management and the Nominating, Corporate Governance and Sustainability Committee to advise Directors about continuing education opportunities, which they are encouraged to pursue. The Legal and Compliance Department provides training to the Board at least annually and the Chief Compliance Officer regularly updates the Nominating, Corporate Governance and Sustainability Committee and full Board on evolving law and practices and stockholder expectations.

Orientation:

When new Directors join the Board, they participate in a comprehensive on-boarding program to learn about our industry, business, strategies, and policies. Our on-boarding program includes provision of reading material regarding director duties and responsibilities, meetings with division heads and senior executives to discuss our businesses, strategy, operations and our corporate functions such as finance, information technology, research and development, and legal and compliance. New Directors also meet with the executives and staff supporting the Committees on which they sit and are provided with information and training specific to the Board Committee(s) they are appointed to. In addition, every Director must complete induction training on compliance within two weeks of being appointed and a more in-depth training once they have been in office for six months.

Continuing education:

For continued education regarding our business and industry, at least annually, we provide presentations by internal and external experts during our regular Board meetings on topics such as, industry trends, risks facing the industry and the Company, corporate governance trends and key topics, and stakeholder expectations with particular focus on the implications and impact on the Company. In 2023, the Board received training on D&O, Property and Casualty insurance, Environmental, Social and Governance (ESG) issues and evolving practices.

Meetings and Attendance

In 2023, the full Board met five times (one of those five meetings being a special meeting), the Audit Committee met four times, the Compensation Committee met four times and the Nominating, Corporate Governance and Sustainability Committee met four times. Each Committee also held four pre-meeting preparation calls. There were four Non-Executive Director meetings at which no members of management were present. Directors are expected to attend all Board Meetings and meetings of Committees on which they serve. During the year ended December 31, 2023, each of the Directors attended, in person, by telephone or video call, all the meetings of the Board and meetings of Committees of the Board on which he or she served that were held while he or she was a member. Directors are also expected to attend all meetings of stockholders. All of the Directors attended the 2023 Annual Meeting of Stockholders.

Limitation on Other Board and Audit Committee Positions

The Board has adopted restrictions on the number of outside boards on which Directors may serve that are consistent with market standards and regulatory requirements, including limits on executive officers of publicly-traded companies. So that Directors are able to dedicate sufficient time to Innospec’s Board, the Board established the following limits on our Directors serving on publicly-traded company boards and audit committees:

Any Board member wishing to join the board of another publicly-traded company is required to first notify the Chair of the Nominating, Corporate Governance and Sustainability Committee, the Chairman of the Board, and Innospec’s General Counsel and Chief Compliance Officer prior to joining such other board or agreeing to be nominated or serve on a director slate at such other board. The Chair of the Nominating, Corporate Governance and Sustainability Committee and General Counsel and Chief Compliance Officer will review the proposed board membership to confirm compliance with applicable laws and policies. Potential conflicts of interest, if any, will be referred to the Chairman of the Board for review.

Throughout the year, the Nominating, Corporate Governance and Sustainability Committee monitors the service of our Directors on boards and board committees of other companies, to assess the potential impact of holding multiple positions on the individual Director’s ability to devote sufficient time and attention to his or her duties as a Director of Innospec.

Code of Conduct

The Board has adopted a Code of Conduct, violations of which may be reported to the Chair of the Nominating, Corporate Governance and Sustainability Committee or the Corporate Secretary. This Code of Conduct is intended to promote, among other things, honest and ethical conduct, full and accurate reporting and compliance with applicable laws and regulations. A copy of the Code of Conduct is available on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

Supplier Code of Conduct

Innospec believes that honest and transparent business conduct is vital and is committed to ethical business practices and actively enforcing compliance with all applicable laws, regulations and rules. We have therefore adopted a Supplier Code of Conduct, pursuant to which our suppliers are required to comply with all applicable laws, rules and regulations, including those related to business integrity, human rights and safety, health and the environment. Innospec engages EcoVadis to conduct corporate social responsibility risk assessments of key suppliers and those operating out of high-risk locations. Among other things, EcoVadis assessments allow us to evaluate supplier policies and actions taken by the supplier and to identify further actions required to enforce compliance with internationally recognized human rights standards and fair labor practices. In 2021, Innospec extended the scope of its EcoVadis assessment program from raw material suppliers to also include non-raw material suppliers. Since December 2018, all new raw materials suppliers, regardless of location, are also required to undergo an EcoVadis assessment if the Company forecasts that its annual expenditures to such supplier will be above minimum value thresholds designated by the Company.

We also have an internal protocol to support our review of, and response to, concerns raised regarding our supply chain. Innospec may invoke sanctions against suppliers, up to and including termination of the business relationship, if they violate modern slavery laws.

A copy of the Supplier Code of Conduct is available on our website under “Supplier Relations” at:
https://innospec.com/about-us/supplier-relations/.

Raising Issues and Reporting Violations

Innospec’s employees, customers, suppliers and other stakeholders play a critical role in establishing, promoting and upholding a culture of compliance. An integral part of that culture is the creation of an environment in which concerns regarding unlawful, fraudulent or unethical matters may be raised without fear of retaliation. Innospec’s employees, customers, suppliers and other stakeholders may report concerns via several mechanisms which are outlined in our Reporting Corporate Governance Concerns Policy (for employees) and Third-Party Notice (for customers, suppliers and other stakeholders) and include a whistleblowing hotline, EthicsPoint. A copy of our Reporting Corporate Governance Concerns Third-Party Notice can be found on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

No Retaliation on Reporting Issues or Violations

Our Reporting Corporate Governance Concerns Policy states that Innospec will not retaliate against any person who acts in good faith to report Concerns or helps to investigate or resolve Concerns, including individuals who make reports, conduct investigations, are interviewed as witnesses or provide evidence. Innospec will not tolerate any form of retaliation against any person who reports or helps to investigate or resolve Concerns. Any employee who displays retaliatory behaviors may be subject to disciplinary action, up to and including termination of employment. Any customer, supplier or other stakeholder who displays these behaviors may have their contract or relationship with Innospec terminated.

Anti-Hedging Policy

Our Stock Trading Policy contains an anti-hedging provision that prohibits directors, officers and employees from hedging any stock, share or other securities issued by Innospec (including through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any stock, share or other securities issued by the Company.

Anti-Pledging Policy

Our Stock Trading Policy contains a provision that prohibits directors, officers and employees from holding any stock, share or other securities issued by the Company in a margin account, or from otherwise pledging such securities as collateral for a loan, unless the person obtains approval in advance from the Nominating, Corporate Governance and Sustainability Committee. No approval will be granted unless that person clearly demonstrates the financial capacity to repay the loan (which must not constitute margin debt) without resorting to the pledged securities (pledges arising from certain types of hedging transactions are governed by the anti-hedging policy described above).

Copies of Code of Conduct, Corporate Governance Guidelines and Committee Charters

Copies of our Code of Conduct, Corporate Governance Guidelines and each of the Board Committee charters can be accessed via the Company’s website under “Corporate Governance” at: https://innospec.com/about-us/corporate-governance. The Company intends to disclose on this section of its website any amendments to, or waivers from, its Code of Conduct that are required to be publicly disclosed pursuant to the rules of the SEC or Nasdaq.

Communications with Our Board

Any stockholder and other interested person who may desire to contact the Chairman or any of the Directors of Innospec may do so via the following e-mail address: contact.board@innospecinc.com, or by writing to them at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112. The Corporate Secretary or the Assistant General Counsel will review communications received electronically and forward them to the addressee of the communication. The Corporate Secretary will review the communications received by mail or courier and forward to the appropriate addressee.

Board Committees

The Board maintains the following committees to assist it in discharging its oversight responsibilities. The Board has determined that each member of the following committees is an independent director. The current membership of each committee is:

 

*In the case of Mr. Landless, the Board made this determination based on Mr. Landless’ qualification as a chartered management accountant and his previous experience as Group Finance Director of Bodycote plc. and before that, Finance Director of Courtaulds Coatings (Holdings) Limited. He also had direct experience as Chair and member of the Audit Committee of Luxfer Holdings plc. as well as Audit Committee Chair of Renold plc.

In the case of Ms. Arnold, the Board made this determination based on Ms. Arnold’s qualifications and previous experience as Chief Financial Officer of Houghton International, Chief Financial Officer of Physiotherapy Associates and Chief Financial Officer of Tyco Flow Control and before that Chief Financial Officer of GE Silicones General Electric. Ms. Arnold also has experience as Audit Committee Chair at FreightCar America Inc.

**The Audit Committee comprised at least three members at all times during 2023, as required by our Audit Committee Charter.

Key Responsibilities:

•monitoring and overseeing the Company’s internal controls and financial reporting process

•overseeing the independent audit of the Company’s consolidated financial statements by the Company’s independent registered public accounting firm

•assisting the Board with its oversight of legal and regulatory compliance requirements in respect of financial reporting

•overseeing the determination of the independent auditor’s qualifications and independence

•overseeing the performance of the Company’s Business Assurance function, including internal audit and of the independent auditors

•preparing an audit committee report as required by the SEC to be included in our annual proxy statement; and

•meeting with the CFO, the Head of Business Assurance and the independent registered public accounting firm quarterly.

•Our independent registered public accounting firm reports directly to the Audit Committee, as does our Business Assurance group.

•The Audit Committee meets with management and our independent registered public accounting firm prior to the filing of the certifications of the CEO and CFO with the SEC to receive information concerning, among other things, significant deficiencies or material weaknesses in the design or operation of internal controls.

•Audit Committee Financial Experts. Our Board has determined that each of Mr. Landless and Ms. Arnold qualify as an “Audit Committee Financial Expert”* as such term is defined in SEC rules, and meet the standard for financial knowledge and sophistication required by Nasdaq and that other members of the Audit Committee also possess the required level of financial literacy and are independent for the purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq rules.

•We limit the number of Audit Committees of publicly traded companies on which our Audit Committee members may serve to three or less, including the Company.

•The Audit Committee Report appears later in this Proxy Statement.

•The Audit Committee operates pursuant to a written Audit Committee Charter which sets out its main obligations. A current copy of the Audit Committee Charter is available on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

*

In the case of Mr. Landless, the Board made this determination based on Mr. Landless’ qualification as a chartered management accountant and his previous experience as Group Finance Director of Bodycote plc. and before that, Finance Director of Courtaulds Coatings (Holdings) Limited. He also had direct experience as Chair and member of the Audit Committee of Luxfer Holdings plc. as well as Audit Committee Chair of Renold plc.

In the case of Ms. Arnold, the Board made this determination based on Ms. Arnold’s qualifications and previous experience as Chief Financial Officer of Houghton International, Chief Financial Officer of Physiotherapy Associates and Chief Financial Officer of Tyco Flow Control and before that Chief Financial Officer of GE Silicones General Electric. Ms. Arnold also has experience as Audit Committee Chair at FreightCar America Inc.

**

The Audit Committee comprised at least three members at all times during 2023, as required by our Audit Committee Charter.

Audit
Committee

Current Members**:

David F. Landless (Chair)
Since: Member since
January 2016, Chair
since May 2016

Milton C. Blackmore
Since: May 2020

Elizabeth K. Arnold
Since: November 2020

Independence:
All current members of
the Audit Committee
are independent.

Key Responsibilities:

•reviews management compensation programs

•recommends compensation terms and agreements for senior Executive Officers to the Board for Board approval

•reviews changes in compensation for senior Executive Officers and Non-Executive Directors (“NEDs”)

•administers the Company’s stock option plans

•reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation and evaluates the Chief Executive Officer’s performance in light of those goals

•reviews and makes recommendations to the Board on an annual basis regarding the evaluation process and compensation structure for the Company’s Officers

•reviews and makes recommendations to the Board regarding benefit plans which pertain to the senior Executive Officers who report to the Chief Executive Officer

•reviews the Company’s incentive compensation and other stock-based plans and recommends changes in such plans to the Board as needed; and

•provides the Compensation Committee Report as required by the SEC and included in the Company’s proxy statement.

•Compensation Committee Interlocks and Insider Participation: During 2023, no Compensation Committee members were officers or employees of the Company, were former officers of the Company or were engaged in transactions with a related person that would be required to be disclosed by relevant SEC rules.

•During 2023 none of the Company’s Executive Officers served as directors or board committee members of another entity where any executive officers of such other entity served as a Director of the Company or as a member of any of the Company’s Board Committees.

•The Compensation Committee operates under a written Compensation Committee Charter that governs its duties and standards of performance. A current copy of the Compensation Committee Charter is available on our website under “Corporate Governance” at: www.innospec.com/about-us/corporate-governance.

•The Compensation Committee Report appears later in this Proxy Statement.

Compensation
Committee

Current Members:

Lawrence J.Padfield (Chair)
Since: Member since
December 2012, Chair
since May 2020

Milton C. Blackmore
Since: June 2010

Claudia P. Poccia:
Since: November 2020

Independence:
All current members of
the Compensation Committee
are independent.

Key Responsibilities:

•identify individuals qualified to become Board members consistent with criteria approved by the Board

•recommend to the Board the persons to be nominated by the Board for election as Directors at the Annual Meeting

•develop and recommend to the Board a set of corporate governance and compliance principles

•oversee the self-evaluation of the Nominating, Corporate Governance and Sustainability Committee, the self-evaluation of the Board and management’s evaluation of the Board

•monitor the Company’s continued compliance with Company policies and applicable rules and regulations by reviewing reports from the Legal Compliance Department that cover training, results of audits and policy updates

•monitor the work of the Legal Compliance Department in establishing observance of Innospec’s governance principles; and

•help shape the corporate governance policy of the Company by promoting legal compliance by the Company.

•Act as the Board’s conduit in environmental and social matters by interfacing with the Executive Team ESG Steering Group regarding communication and reporting plans and risk, and otherwise helping the Board in its promotion of environmental and social factors and the satisfaction of associated obligations.

•The Nominating, Corporate Governance and Sustainability Committee operates under a written Nominating, Corporate Governance and Sustainability Committee Charter that governs its duties and standards of performance. A current copy of the Nominating, Corporate Governance and Sustainability Committee Charter is available on our website under “Corporate Governance”: https://innospec.com/about-us/corporate-governance/.

Nominating,
Corporate
Governance and Sustainability
Committee

Current Members:

Claudia P. Poccia (Chair)
Since: Member since July 2019, Chair since May 2020

David F. Landless
Since: May 2020

Leslie J. Parrette:
Since: January 2022

Independence:
All current members of
the Nominating,
Corporate Governance, and Sustainability
Committee
are independent.

Board and Committee Self-Evaluations

Each year, the Nominating, Corporate Governance and Sustainability Committee oversees the Board, Committee and Director self-evaluation process.

The annual evaluation process is as follows:

Stockholder Engagement

In 2023 Innospec participated in six investor conferences and two non-deal-roadshows. This included multiple engagements with the majority of our largest active stockholders, representing in the aggregate more than one-third of our outstanding stock, during the year. Where beneficial, we continued to leverage virtual meeting tools.

The Company was represented by a minimum of two, and often three of the senior executives comprising the CEO, CFO and Senior Vice President, Corporate Development and Investor Relations. During the year, several updated versions of our investor presentation were produced covering business performance, strategy and financial management of the Company. Concurrent with each update, the presentation was uploaded to the Company’s website so that all investors had access to the same information.

The Company’s senior management team also engaged with investors and analysts in the period soon after the release of quarterly results to discuss those quarterly results.

Along with business performance, market conditions, capital allocation plans and strategy, other issues were discussed as raised by investors.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Our Strategic Approach to ESG

As a global specialty chemical company, Innospec understands that the way we conduct our business is essential to the long-term success of Innospec. Our ESG strategy is broken down into three key areas: Environmental, Social and Governance. We focus our actions in areas where we can have the most impact on the long-term future of our business. We believe this approach reflects our stakeholders’ priorities and demonstrates our commitment to striving to grow our business in what we believe to be a sustainable and socially responsible manner.

Sustainability and ESG Governance

Innospec’s ESG governance structure features standalone ESG teams for each of our businesses reporting into an Executive ESG Steering Group. The Executive ESG Steering Group comprises our CEO and senior business leaders and is responsible for developing, resourcing and making decisions on Innospec’s ESG strategy, targets and objectives. This group meets and reports, on a quarterly basis, directly to our Board’s Nominating, Corporate Governance and Sustainability Committee who have oversight of ESG strategy, objectives and progress. In addition to this, the full Board is briefed annually on our ESG progress, strategy, and future direction. Our VP Global Regulatory Compliance and ESG, is responsible for leading Innospec’s ESG strategy, implementation and continued execution. Our dedicated ESG teams for our three business units, focus on specific issues relevant to their customers and markets.

ESG Performance Highlights from our 2022 Environmental, Social & Governance Report

Working towards the UN Sustainable Development Goals

Innospec recognizes that the private sector plays an important role in achieving the United Nations Sustainable Development Goals (“SDGs”) which address the world’s most important economic, social and environmental challenges. Our assessment shows that we directly contribute to 13 SDGs. Of these we have identified four which are most closely aligned to our activities. These are: Decent Work and Economic Growth, Responsible Consumption and Production, Life on Land, and Clean Water and Sanitation. We also contribute to the Climate Action goal indicators 13.1 and 13.2. The UN SDGs have been used to guide our materiality assessment and the evolution of our sustainability strategy and agenda. We will seek to evolve our existing sustainability initiatives to maximize our contribution.

ESG and Corporate Social Responsibility Reporting

As part of Innospec’s ongoing commitment to being open and transparent around our performance, our latest 2022 ESG Report, was independently assessed to a moderate level of assurance, to the globally recognized AccountAbility’s AA1000 Assurance Standard 2018.

The 2022 ESG Report, along with further information on our sustainability program and performance, is available at https://innospecsustainability.com, but does not constitute part of, and is not incorporated by reference into, this Proxy Statement.

HUMAN CAPITAL MANAGEMENT

Core Values & Culture

Our core values are:

Responsible Growth: Financial stability and growth are essential to maintain our goal of making a positive contribution towards a more sustainable future. Generating economic benefits for our employees, stockholders, and local communities — encouraging ongoing innovation in our product portfolio alongside excellent customer service, financial stability and responsible growth, will allow our business to be competitive and sustainable.

Caring for People: We strive to create a safe and caring culture where our employees are supported and encouraged to make positive contributions. Our continued success depends on keeping people safe, promoting a healthy lifestyle, protecting human rights, improving education, training and maintaining good relations with our neighbors.

Conserving & Protecting the Environment: We aim to use resources as efficiently as practicable and minimizing the impact of our operations on the environment. We look to supply safe, sustainable products, designed to meet the needs of society now and in the future while minimizing their environmental impact.

Leading by Example: We understand that honest, ethical and transparent conduct is vital to our success and reputation. Every employee plays an essential part in complying with local and national laws, rules and regulations. We uphold a high standard of corporate and business integrity across all of our activities.

At Innospec, we encourage our people to aspire to a culture that is:

Confident

We know what is expected of us and take responsibility for our own workload. We assume responsibility for making decisions and are flexible in our dealings with people. We take additional responsibility to meet customer needs and enhance performance.

Informed

We take pride in being good at what we do and actively seek to enhance our knowledge and skills to help improve performance. We use our expertise co-operatively to meet customer needs and enhance our performance. We respect each other and listen carefully to understand others’ points of view.

Clear

As an organization, we are open and transparent. We encourage and welcome feedback and we support people to deal with any unwelcome messages.

Innovative

Our people are forward thinking and inspired. We enjoy challenges and encourage new ideas. We seek continual improvement, and care about treating people well through periods of change.

Dynamic

We are performance driven, enthusiastic and quick to respond. We set clear targets and objectives and take satisfaction in achieving them. We want to be part of a successful team and business, and we make decisions quickly and implement them.

Employee Engagement

Attracting Talent. We believe our hardworking team of employees is our greatest asset. We employ approximately 2,400 people across 22 countries, and we believe that the skills, commitment and enthusiasm of our employees helps us to deliver long-term growth for investors.

In addition to our Company wide performance incentive plans, we encourage our employees to share in the long-term success of our Company with incentive programs, such as our Global Sharesave plan. This plan gives employees the opportunity to participate in a savings plan linked to an option to buy shares in Innospec at a discount and, therefore, benefit from any growth in the share price over the savings period. We also provide a range of other benefits in line with the market practice in each location we operate in, including insurance and pension arrangements.

Performance Management Framework. We conduct an annual performance management process across the organization. Together with their line managers, employees agree upon annual objectives, and, at the end of the year, review with their line manager their performance against those objectives and their overall performance. The results of each annual performance review affect performance bonus amounts, pay, adjustment and career advancement decisions.

Senior Leadership Communications and Transparency. We actively seek opportunities for regular engagement and communication by our CEO and other Senior Executives with our broader employee population. Communications are through a variety of means including written communications, webcasts and conference calls. For example, we hold a CEO Call at least once a year, during which the CEO and CFO discuss current issues and developments in the business, including a Q&A session answering questions raised by employees. The CEO Call is accessible to all employees across the Company. In addition to the CEO Calls, each financial quarter, following the quarterly financial results announcement, the CEO and CFO provide a written review of the financial results to all employees.

Diversity and Inclusion

Innospec aims to attract and retain the best people by making employment decisions that are based on merit, performance, ability, and contribution to the Company. As part of our Global HR Policies, our diversity and equal opportunities policy means that current and prospective employees receive equal opportunities irrespective of sex or gender (including pregnancy, childbirth and pregnancy-related conditions), gender identity or expression, genetic information, marital status, sexual orientation, race, color, ethnic or national origin, age, disability, religion, creed or belief or any other characteristic protected by applicable local legislation.

Health and Safety

Objectives. We prioritize the safety of employees, communities and everyone involved in the manufacture, use or disposal of our products. We set high standards for process and occupational safety, which is managed by our network of Safety, Health and Environment (“SHE”) professionals throughout the business. SHE is a top priority for Innospec with our three core objectives being:

Leadership. The Company periodically reviews the Corporate SHE structure and organization so that we have the optimum resources and correct approach. We strive to embed SHE in our culture by having leadership that comes from executive management. Our Responsible Care Executive Committee (known as RESPECT) comprises members of the senior leadership team and is led by the CEO. RESPECT is responsible for setting the group’s SHE policies and objectives across the global business. It also monitors ongoing performance in these areas throughout the year. Through this structure, we have established a strong culture of safety within our organization. The RESPECT committee reports to the Board and conducts a major review of objectives and performance annually alongside quarterly interim reviews.

Training. Training is an essential part of our health and safety strategy. To minimize the risk of accident or injury, we give our employees the information they need, delivered effectively and at the appropriate time. Our ongoing training programs demonstrate our commitment to targeting zero accidents, making sure that safety is always front of mind and that we continually raise standards.

Every year, employees across our sites take part in a variety of site-specific training courses to enable them to be competent and safe in their roles.

A copy of the Company’s Safety, Health and Environment Policy can be found on the “Sustainability” section of the Company’s website at https://innospecsustainability.com, but does not constitute part of, and is not incorporated by reference into, this Proxy Statement.