Corbin Barnes
INNOSPECAbout Corbin Barnes
Corbin Barnes (age 52) is Senior Vice President, Corporate Development & Investor Relations at Innospec Inc. (IOSP) and has been an Executive Officer since May 1, 2021. He holds an M.S. in Mechanical Engineering from Vanderbilt University and previously served as CFO of Independence Oilfield Chemicals before joining Innospec via the 2014 acquisition, with six years as Financial Controller of Innospec’s Oilfield Services division prior to his current role . Company performance context during his tenure: 2024 TSR was -10%, while longer-term TSR remained strong at 49% over three years and 192% over ten years; Innospec ended 2024 with net cash of $289.2 million and no external bank debt, increased its dividend 10% to $1.55, and delivered 52% operating income growth in Performance Chemicals .
Past Roles
| Organization | Role | Tenure/Timing | Strategic impact |
|---|---|---|---|
| Innospec Inc. | Senior Vice President, Corporate Development & Investor Relations | Executive Officer since May 1, 2021 | Leads M&A, investor relations; expanded investor engagement; supports ESG alignment with investors |
| Innospec Inc. | Vice President, Corporate Development & Investor Relations | Since June 2020 | Built M&A pipeline and diligence; integration support post-acquisitions |
| Innospec Inc. | Financial Controller, Oilfield Services division | Six years (prior to 2020) | Division financial leadership; foundational experience for corporate role |
| Independence Oilfield Chemicals (acquired 2014) | Chief Financial Officer | Pre-2014 (acquired by Innospec in 2014) | Finance leadership; contributed to strategic combination with Innospec |
| Energy/Industrial sector roles (U.S. & Latin America) | Senior management & finance roles | Not disclosed | Regional operating and financial leadership breadth |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | — | $329,188 |
| Salary paid ($) | $313,773 | $314,188 |
| Target bonus (% of salary) | 60% | 60% |
| All Other Compensation ($) | $37,555 | $44,533 (Retirement $20,568; Healthcare $22,225; Insurance $1,740) |
| Total compensation ($) | $1,014,601 | $1,642,662 |
Notes:
- Target bonus for all NEOs other than CEO is 60% of salary with a 138% maximum; CEO terms differ .
- “All Other Compensation” components for 2024 itemized for Barnes above .
Performance Compensation
Annual Cash Incentive (MICP) – Structure, Targets, Actuals
| Component | Weight | 2024 Target (Company-level) | 2024 Actual (for payout) | Payout factor |
|---|---|---|---|---|
| Corporate Operating Income (pre-nonrecurring) | 60% | $188.999m | $209.414m | 155% |
| Corporate Free Cash Flow (pre-nonrecurring) | 20% | $58.984m | $150.516m | 250% |
| Personal objectives (score-based) | 20% | 36–40/50 = 100% factor | Barnes scored 46/50 | 150% factor |
| Resulting MICP payout (Barnes) | — | — | — | $341,697 |
Program mechanics:
- Financial performance multiplier scales linearly: 90% achievement = 50%; 100% = 100%; ≥130% = 250% .
- For 2024, personal objectives were decoupled from the financial threshold; multiplier table shown above; 46–50 points = 150% .
Long-Term Incentives (LTIs)
- Additional LTIP (2022–2024) – Outcome and Payout
- Metrics/weights: EPS 35% (2024 stretch EPS $6.00 target), Performance Chemicals cumulative revenue 35% (three-year target $1.85b), ESG 20%, Succession 10% .
- Results: EPS 119% of target; PC revenue 100% of target; ESG 20/20; Succession 20/20 → 100% of max for NEOs; Barnes received $529,545 (includes reallocation from forfeitures), above his nominal $500,000 maximum .
- Barnes’s 2024 “Non-Equity Incentive Compensation” = MICP + Additional LTIP = $871,242 ($341,697 + $529,545) .
- 2024 Equity Grants (Omnibus Plan; 70% PSUs / 30% RSUs)
| Award type | Grant date | Units (target) | Units (max) | Grant date FV ($) | Vesting/performance | |---|---|---:|---:|---:|---| | Stock-settled PSUs | 02/26/2024 | 2,286 | 2,972 | $309,524 | 3-year; metrics: 30% Relative TSR (25th/50th/75th pct → 0/100%/200%), 30% Revenue growth (2%/3%/5% vs 2024 budget → 30%/65%/100%), 40% EPS growth (2%/3%/5% vs 2024 budget → 30%/65%/100%); linear interpolation | | Cash-settled PSUs | 02/26/2024 | 762 | 991 | $103,175 | Same metrics/timing; cash-settled on vest | | RSUs (time-based) | 02/26/2024 | 1,306 | — | $157,477 | 100% vest at 3 years service; forfeiture on voluntary terminations (Committee discretion for certain cases) |
Grant sizing policy: Executive Officers’ target LTI = 110% of salary (policy), with performance rating multipliers (e.g., 150% of policy for top rating). In 2024, Barnes was at 150% of policy (i.e., 165% of salary), with 70% PSUs / 30% RSUs; stock-based awards managed to keep burn rate ≤1% outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (direct/indirect) | 5,052 |
| Right to acquire within 60 days (options/RSUs) | 3,290 |
| Total beneficial ownership | 8,342 (<1% of outstanding) |
| Executive ownership guideline | 2× base salary for Executive Officers (CEO 4×); unvested awards excluded; compliance required within 5 years |
| Compliance status | All NEOs compliant as of end 2024 |
| Anti-hedging | Hedging Company securities prohibited |
| Anti-pledging | Pledging/margin prohibited absent pre-approval; approval requires ability to repay without the pledged shares |
Outstanding, unvested equity at FY2024 (market value at $110.06/share):
- RSUs not vested: 1,306 units ($143,738) .
- PSUs/Full-value awards (unearned/unvested): 2,692 ($296,282); 2,000 ($220,120); 2,661 ($292,870); 2,286 ($251,597) .
2024 vesting/realizations indicative of potential tax-driven selling: Barnes had stock awards vest totaling 1,000 ($122,980), 625 ($77,475), 1,875 ($232,425), and 3,000 ($386,460) in 2024 (amounts reflect market value at vest) .
Section 16(a) note: A Form 4 for Barnes reflecting a sale on November 18, 2024 was filed late on January 30, 2025 due to administrative error .
Employment Terms
| Term | Barnes |
|---|---|
| Employment agreement | Rolling 12-month agreement; Company may terminate without cause with 12 months’ notice; executive must give 6 months’ notice to resign |
| Non-compete / Non-solicit | 12 months post-termination (customers and employees) |
| Change in Control (CoC) | Double-trigger: if terminated without cause or resigns for good reason within 12 months post-CoC → 24 months’ compensation (base salary + target bonus + any car allowance) |
| Equity on CoC termination | All options/RSUs/PSUs/cash incentive awards vest under plan rules upon termination due to CoC; treatment same as other employees under plans |
| Estimated post-employment payments (as of 12/31/2024) | • Termination without cause: $535,489 (salary $329,188; bonus $197,513; unvested equity $8,788) • CoC termination: $3,046,899 (salary $658,376; bonus $395,026; unvested equity $1,493,497; Additional LTIP $500,000) • Death in service: $2,243,497 (life insurance $750,000; unvested equity $1,493,497) |
Clawback: Company maintains clawback provisions in certain awards and adopted a Dodd-Frank/Nasdaq-compliant policy requiring recoupment of erroneously paid incentive compensation upon restatements, regardless of fault .
Compensation Structure Analysis
- Pay mix and leverage: Variable pay ≥60% for NEOs; Barnes’s 2024 non-equity incentive rose due to full payout of the Additional LTIP (2022–2024) and strong MICP factors, lifting total comp to $1.64m vs $1.01m in 2023 .
- Shift to full-value awards: Options discontinued; 2024 LTIs are 70% PSUs/30% RSUs, adding both relative TSR and fundamental growth (revenue, EPS) performance linkage; TSR now includes upside to 200% at 75th percentile, increasing performance sensitivity while RSUs support retention .
- Ownership alignment and trading risk controls: 2× salary stock ownership requirement (compliant), robust anti-hedging and anti-pledging policies, and a formal clawback reduce misalignment and risk-taking incentives .
- Say-on-pay: 96% support at 2024 AGM signals strong shareholder endorsement of the program .
Risk Indicators & Red Flags
- Section 16(a) filing delinquency: Late Form 4 for a 11/18/2024 sale (filed 01/30/2025) is a process lapse, though disclosed as administrative error .
- Hedging/pledging: Policies prohibit hedging and restrict pledging, which mitigates alignment risks; no pledging by Barnes disclosed .
- Tax gross-ups/repricing: No tax gross-ups for NEOs; option repricing not permitted without shareholder approval .
- Related-party transactions: No executive-related transactions involving Barnes were disclosed; one immaterial relationship involved a former director’s law firm in early 2024 .
Compensation Peer Group (for benchmarking)
The 2024 comparator group (17 companies) used to calibrate executive pay levels and design includes: AdvanSix, Avient, H.B. Fuller, Minerals Technologies, Quaker Chemical, Stepan, American Vanguard, Balchem, Ingevity, NewMarket, Rayonier Advanced Materials, Tredegar, Ashland, Cabot, Koppers, Orion Engineered Carbons, Sensient Technologies .
Investment Implications
- Incentive alignment: Barnes’s incentives lean heavily toward multi-year PSUs tied to relative TSR, revenue growth, and EPS growth, with high 2024 MICP multipliers driven by strong cash generation and operating income—this supports disciplined execution and cash focus favored by investors .
- Retention and selling pressure: Three-year RSU/PSU cycles and Barnes’s 2024 vesting events suggest periodic vest-driven liquidity needs; a late-filed 2024 sale was disclosed but broader anti-hedging/pledging and ownership guidelines reduce adverse signaling risk .
- Downside/change-in-control economics: Double-trigger, 24-month CoC severance and accelerated equity vesting could increase cost in a strategic transaction, but terms are within market norms; cash severance multiples outside CoC are modest, lowering baseline severance risk .
- Execution record and business posture: Company net cash, dividend growth, and strong Performance Chemicals operating income growth despite an O&G headwind underscore operational discipline—key levers aligned with Barnes’s corporate development/IR remit and incentive scorecard .