Independent
Tenure on this board
5.6 yrs
Also a director at
Freightcar America Inc (RAIL)
2 nominees · 3 ballot items.
Election of two Class I directors; advisory (non-binding) approval of the Company’s executive compensation (say-on-pay); and ratification of the appointment of the Company’s independent registered public accounting firm (PwC).
Election of two Class I directors (Elizabeth K. Arnold and Claudia P. Poccia) to serve until the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation for Named Executive Officers as disclosed in the proxy statement. Management is seeking this approval to validate its pay philosophy and approach—linking pay to performance through base salary, short-term incentives, and long-term equity incentives (RSUs and PSUs) tied to operating income, cash flow, revenue growth, EPS, and relative TSR—while retaining flexibility to consider stockholder feedback. The Compensation Committee, advised by an independent consultant, sets targets and designs incentive structures to align executive rewards with strategic priorities and stockholder returns; it also reviews comparator groups and applies rigorous personal performance assessments. The Board recommends a vote FOR because it believes the compensation program is competitive, aligned with long-term stockholder interests, includes performance-based components and robust governance (clawback, stock ownership guidelines). The vote is advisory but will inform future compensation decisions and the Committee considers past strong say-on-pay support as part of its review. The proposal’s context includes Innospec’s 2025 financial performance, specific incentive thresholds and PSP metrics, and the Committee’s recent adjustments to the MICP (e.g., lowering the corporate operating income threshold from 90% to 80%).
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Innospec’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.58% | 2,605,126 | $190M |
| 2 | Allspring Global Investments Holdings, LLC | 9.39% | 2,314,027 | $170M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.55% | 1,860,091 | $136M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.81% | 1,185,147 | $87M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,114,598 | $81M |
| 6 | STATE STREET CORP | 3.92% | 964,335 | $70M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.51% | 864,994 | $63M |
| 8 | BlackRock, Inc. | 3.19% | 785,939 | $57M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.41% | 593,039 | $43M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.21% | 543,210 | $40M |
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