Innospec (IOSP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 9, 2025, with three main proposals: election of three Class III directors, advisory approval of executive compensation, and ratification of the independent auditor PwC for 2025.

• Shareholders can vote online, by phone, mail, or in person, with a record date of March 14, 2025, and 25,119,542 shares outstanding.

• The Board recommends voting FOR all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III Directors (Landless, Padfield, Williams) to serve until 2028.

• Proposal 2: Advisory (non-binding) approval of executive compensation (say-on-pay).

• Proposal 3: Ratification of PwC as independent auditor for 2025.

• No other proposals are anticipated; shareholder proposals for 2026 must be submitted by November 27, 2025.

Board of directors and corporate governance

• Board consists of 7 members, 6 of whom are independent; all board committees are 100% independent.

• Separate Chairman and CEO roles; annual board and committee self-evaluations.

• Board diversity and skills matrix includes senior leadership, financial, industry, and global experience.

• Director recruitment emphasizes diversity, independence, and relevant experience.

• Directors are expected to attend all meetings; all attended the 2024 annual meeting.