David F. Landless
INNOSPECAbout David F. Landless
Independent director of Innospec Inc. (IOSP) since January 1, 2016; age 65. He chairs the Audit Committee, serves on the Nominating, Corporate Governance & Sustainability (NCGS) Committee, and is designated an Audit Committee Financial Expert by the Board. A Chartered Management Accountant, he was Group Finance Director of Bodycote plc for over 17 years (through December 2016) and earlier held senior finance roles at Courtaulds, bringing deep financial reporting, chemicals/industrial experience, and global board leadership. Education: BSc in Management Sciences (UMIST, University of Manchester).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bodycote plc (UK-listed) | Group Finance Director | Over 17 years, until Dec 2016 | Led finance for global thermal processing services; extensive public company reporting and capital allocation experience |
| Courtaulds Coatings (Holdings) Ltd (Courtaulds plc) | Finance Director; earlier finance roles | FD 1997–1999; 14 years total at Courtaulds | Chemicals/paints finance leadership; M&A and international exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renold plc (UK-listed) | Chairman of the Board | Chair since Aug 2021; NED since Jan 2017 | Previously Audit Committee Chair; current board leadership (public company) |
| Ausurus Group Ltd (European Metal Recycling – private) | Non-Executive Director | Since June 2017 | Private industrials exposure; risk/ESG oversight relevance |
| Luxfer Holdings plc (NYSE) | Non-Executive Director; Audit Committee Chair; Chairman of the Board | NED Mar 2013–Jun 2022; Audit Chair to May 2019; Chairman 2019–Mar 2022 | US-listed board governance, audit leadership and board chair experience |
Board Governance
- Independence: The Board determined all non-employee directors (including Landless) were independent under Nasdaq rules; 6 of 7 directors are independent. The Board has an independent, non-executive Chairman and a separate CEO. Executive sessions of independent directors were held four times in 2024.
- Committee assignments (current): Audit Chair; Member, Nominating, Corporate Governance & Sustainability. Landless is designated an Audit Committee Financial Expert based on CIMA qualification and prior CFO/Audit Chair experience.
- Attendance and engagement: In 2024, the Board met 4x; Audit 4x; NCGS 4x; all directors attended all Board and committee meetings on which they served. All directors attended the 2024 Annual Meeting.
Committee Memberships (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Chair | 4 |
| Nominating, Corporate Governance & Sustainability | Member | 4 |
Fixed Compensation
- Structure (non-employee directors, 2024): $90,000 annual retainer; additional $20,000 for Audit Chair; $11,000 for NCGS Chair; $14,000 for Compensation Chair; $5,000 for Audit Committee members; no standard meeting fees (except $2,000/day for special assignments at CEO request). Equity: annual grant of RSUs valued at $97,500 (granted in February; 3-year cliff vest).
- Stock ownership guideline: Minimum holding of 2x annual retainer within five years; at end of 2024, all NEDs exceeded 200% of the annual retainer.
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Audit Committee Chair retainer | $20,000 |
| Total cash (Landless) | $110,000 |
| Meeting fees | None standard; only for special assignments ($2,000/day) |
Performance Compensation
Non-employee director equity is time-based only (no performance metrics). RSUs vest after three years; 2024 grant value referenced below.
| Equity Grant Detail | Grant Date | Instrument | Shares/Units | Vesting | Grant Value (FY2024 Proxy) | |---|---|---:|---|---| | Annual director grant (Landless) | Feb 26, 2024 | RSUs | 782 | 3-year cliff | $94,294 (aggregate 2024 stock awards value) | | Prior director grant | Feb 27, 2023 | RSUs | 594 | 3-year cliff | — (value disclosed in prior proxy) | | Prior director grant | Feb 21, 2022 | RSUs | 652 | 3-year cliff | — |
- Outstanding legacy director options/awards are listed in the proxy (counts, exercise prices, dates). Innospec ceased granting director options under legacy plans; current director equity is RSUs.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Renold plc | Public (UK) | Chairman | Former Audit Chair |
| Ausurus Group Ltd (EMR) | Private | NED | — |
| Luxfer Holdings plc | Public (NYSE) | Former NED/Chair | Former Audit Chair; later Chairman |
- No related-person transactions involving Mr. Landless were disclosed; the only related-party item in 2024 concerned a former director’s law firm.
Expertise & Qualifications
- Chartered Management Accountant (CIMA); BSc Management Sciences (UMIST).
- Board-designated Audit Committee Financial Expert; extensive CFO and audit chair tenure at public companies.
- Deep chemicals/industrial operating exposure (Bodycote, Courtaulds) with international M&A and governance experience.
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| David F. Landless | 3,756 | 1,309 | 5,065 | <1% |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Innospec securities by directors; pledging only with prior NCGS approval (no such approvals disclosed in the proxy).
- Director ownership guideline: 2x annual retainer; all NEDs above 200% at end of 2024.
Director Compensation (FY2024 actuals)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David F. Landless | 110,000 | 94,294 | 204,294 |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and financial expert; 100% attendance in 2024; robust anti-hedging/pledging policy; strong director ownership guideline compliance; independent Board chair and separated Chair/CEO roles support oversight.
- Potential risk considerations: Multiple external roles (Renold Chair; Ausurus NED) but within Board’s overboarding limits (≤4 public boards; ≤3 audit committees). No related-party transactions or pledging/hedging disclosures indicating misalignment.
- Shareholder sentiment: Say-on-pay support was ~96% in 2024, suggesting favorable views of compensation governance generally (contextual to company, not specific to directors).
Net assessment: Landless brings high-value financial oversight and sector expertise as Audit Chair with exemplary attendance and independence; compensation and ownership alignment appear appropriate with no disclosed conflicts or red flags.