David B. Jones
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at 
INNOSPEC
INNOSPECExecutive
About David B. Jones
Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at Innospec Inc. since March 1, 2018. Prior roles include Vice President, Deputy General Counsel at West Corporation, Chief Counsel at Lennox International, Partner at DLA Piper LLP; earlier a Certified Public Accountant at Ernst & Young and PricewaterhouseCoopers . 2024 corporate performance highlights included exceeding operating income and free cash flow targets for bonuses (209.4M OI vs 189.0M target; 150.5M FCF vs 59.0M target), and ending 2024 with $289.2M net cash and no bank debt . TSR context: 2024 TSR was -10%; 3-year TSR 49% vs -3% (S&P 1500 Chemicals Index) and 4% (Russell 2000); 10-year TSR 192% vs 112% (S&P 1500 Chemicals) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| West Corporation | Vice President, Deputy General Counsel | Not disclosed | Senior legal leadership supporting corporate operations |
| Lennox International | Chief Counsel | Not disclosed | Led legal function for business operations |
| DLA Piper LLP | Partner | Not disclosed | Complex legal advisory and leadership |
| Ernst & Young; PwC | Certified Public Accountant (private practice) | Not disclosed | Financial/accounting expertise foundational to compliance and governance |
External Roles
No external public-company directorships disclosed in the proxy materials .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 319,423 | 348,473 | 349,210 salary paid; 2024 base set at $386,400 |
| Target Bonus (% of Salary) | Not disclosed | 60% | 60% |
| Actual MICP Bonus Paid ($) | 436,718 | 317,475 | 401,083 |
| Additional LTIP Payout ($) | — | — | 529,545 |
| All Other Compensation ($) | 90,321 | 96,720 | 113,829 |
| Total Compensation ($) | 1,260,696 | 1,183,909 | 1,877,993 |
Performance Compensation
Annual Bonus (MICP) Structure and 2024 Outcomes
| Component | Weighting | Target | Actual | Achievement vs Target | Payout Factor |
|---|---|---|---|---|---|
| Corporate Operating Income (before nonrecurring items) | Part of 80% financial | $188.999M | $209.414M | 111% | 155% |
| Corporate Free Cash Flow (before nonrecurring items) | Part of 80% financial | $58.984M | $150.516M | 255% | 250% |
| Personal Objectives | 20% | Score-based (max 50) | Jones scored 46/50 | 46–50 band | 150% |
Notes:
- In 2024, the Compensation Committee allowed personal performance payout irrespective of financial thresholds, aligning with market practice .
- Jones’s 2024 MICP award was $401,083 .
Long-Term Incentive Awards (Omnibus Plan) – 2024 Grants
| Award Type | Grant Date | Quantity (Threshold/Target/Max) | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock-settled PSUs | 02/26/2024 | 966 / 2,683 / 3,488 | 363,278 | 3-year performance and service; vest 02/26/2027 | Relative TSR vs comparator group, Revenue growth, EPS growth |
| Cash-settled PSUs | 02/26/2024 | 322 / 894 / 1,162 | 121,048 | 3-year performance and service; vest 02/26/2027; cash settlement | Relative TSR, Revenue, EPS |
| RSUs (time-based) | 02/26/2024 | 1,533 shares | 184,849 | 3-year service; vest 02/26/2027 |
Additional LTIP (2019–2024 “stretch” program; paid at end-2024)
| Metric | Weighting | Target | Jones Award |
|---|---|---|---|
| EPS stretch target ($6.00 2024 EPS) | 35% | Deliver +$33M vs 2022 budget | Included in award |
| Performance Chemicals cumulative revenue (first 3 years of 5-year strategy) | 35% | $1.85B | Included in award |
| ESG plan objectives | 20% | Board-approved objectives by end-2024 | Included in award |
| Succession plan objectives | 10% | Board-approved key roles by end-2024 | Included in award |
| Maximum Award | — | $500,000 | Award payable $529,545 |
Note: The Compensation Committee discontinued LTIPs like this for 2025 onward .
Exercises/Vestings (Liquidity Indicators)
| Event (2024) | Quantity | Value Realized ($) |
|---|---|---|
| Stock awards vested (full value awards) | 2,743; 2,500 | 340,022; 314,475 |
| Options/cash incentive exercises | 189; 204; 568; 609 | 5,432; 4,918; 16,324; 14,561 |
2023 exercises included SEUs and options (multiple transactions) reflecting periodic liquidity events .
Equity Ownership & Alignment
Beneficial Ownership (as of Dec 31, 2024 / Feb 15, 2025)
| Metric | Value |
|---|---|
| Shares owned directly/indirectly | 8,131 |
| Right to acquire (primarily options/awards) | 3,778 |
| Total beneficial ownership | 11,909 |
| Shares outstanding (ex-Treasury) | 25,117,922 |
| Ownership % of outstanding | ~0.047% (11,909 ÷ 25,117,922) |
- Stock ownership guidelines: CEO 4× salary; other Executive Officers 2× salary. As of the 2023 proxy, all other NEOs (including Jones) had achieved >200% of year-end salary within required timeframe .
- Anti-hedging and anti-pledging: Company prohibits directors and executive officers from hedging or pledging company securities .
Outstanding/Unvested Equity (FY-end 2024; indicative values at $110.06)
| Category | Count | Indicative Value ($) |
|---|---|---|
| RSUs unvested (grant 02/26/2024; vest 02/26/2027) | 1,533 | 168,722 (at $110.06) |
| Equity Incentive Plan Awards (unearned PSUs/SEUs with prior vest dates) | 3,091; 2,928; 2,683 | 340,195; 322,256; 295,291 (at $110.06) |
| Options outstanding (exercise price / expiration) | $99.68 (02/21/2032); $109.42 (02/27/2033) | In-the-money at 12/31/24 ($110.06): limited ITM for $109.42, more for $99.68 |
Vesting date reference schedule: 02/21/2025; 05/01/2025; 02/27/2026; 02/26/2027 (various legacy full-value awards, options, cash incentive awards, RSUs/PSUs) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Rolling 12-month agreement; Company can terminate without cause with one year’s notice; Jones must give six months’ notice to terminate |
| Non-compete / Non-solicit | 12-month non-compete and non-solicitation post-termination (customers and employees) |
| Change-in-control | Double-trigger: if terminated within 12 months post-CoC or resigns for good reason, severance equals 24 months’ compensation (base salary + target bonus + any car allowance) from notice/change date; all awards vest per plan rules |
| Clawback | Dodd-Frank/Nasdaq-compliant policy adopted in 2023 for restatements; recoup erroneously paid incentive comp; other clawbacks in certain performance awards |
| Tax gross-ups | Company does not pay tax gross-ups to NEOs |
| Hedging/pledging | Prohibited for directors and executive officers |
| Indemnification | Indemnification agreements with advancement of expenses; D&O insurance |
Post-Employment Payments (Indicative at 2024 YE price $110.06)
| Scenario | Cash Severance – Salary ($) | Cash Severance – Bonus ($) | Unvested Equity ($) | Life Insurance ($) | Additional LTIP ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement | 0 | 0 | 10,064 | 0 | 0 | 10,064 |
| Termination without cause | 386,400 | 231,840 | 10,064 | 0 | 0 | 628,304 |
| Termination upon change of control | 772,800 | 463,680 | 1,455,702 | 0 | 500,000 | 3,192,182 |
| Death in service | 0 | 0 | 1,455,702 | 750,000 | 0 | 2,205,702 |
Investment Implications
- Pay-for-performance alignment: Jones’s annual bonus is driven by corporate operating income and free cash flow (80%) and personal objectives (20%). 2024 outcomes demonstrate strong financial execution (155% OI payout; 250% FCF payout; 150% personal multiplier), supporting incentive alignment .
- Equity alignment and retention: Meaningful unvested RSUs/PSUs vesting in 2027 and ongoing outstanding awards suggest continued retention hooks; anti-hedging/pledging and ownership guidelines (>2× salary met within mandated timeframe) mitigate misalignment risk .
- Liquidity/selling pressure: 2024 and 2023 vestings/exercises indicate periodic liquidity events; upcoming vesting dates (Feb/May 2025, Feb 2026, Feb 2027) could create episodic selling pressure, though award mix includes long-dated options and PSUs with performance requirements .
- Change-of-control economics: Double-trigger 24 months’ compensation plus accelerated vesting and Additional LTIP treatment under CoC create significant payouts ($3.19M indicative), a standard but material parachute; non-compete/non-solicit for 12 months reduces transition risk .
- Governance and risk controls: Robust clawback policy, no tax gross-ups, and prohibition of option repricing without stockholder approval reflect shareholder-friendly governance, lowering red-flag risk .