Elizabeth K. Arnold
INNOSPECAbout Elizabeth K. Arnold
Independent director of Innospec Inc. (IOSP). Age 60; joined the Board on November 2, 2020. Former CFO across multiple companies with deep specialty chemicals and finance experience; designated by the Board as an Audit Committee Financial Expert. Currently serves on IOSP’s Audit Committee and the Nominating, Corporate Governance & Sustainability Committee; the Board deems all non‑employee directors independent. Attendance: 100% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houghton International | SVP, CFO & Treasurer; oversaw IT | 2014–2019 | Global specialty chemical operations; finance and IT leadership |
| Physiotherapy Associates | CFO; oversaw IT | 2012–2014 | Corporate finance and IT responsibility |
| Tyco Flow Control | CFO | 2010–2012 | Corporate finance leadership; previously VP Corporate FP&A at Tyco International |
| GE / GE Silicones | CFO/leadership roles | Earlier career (not dated) | Executive roles; global industrial exposure |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| FreightCar America, Inc. | Independent Director | Since 2019 | Audit Committee Chair; Nominating & Governance; Compensation |
Board Governance
- Independence: IOSP Board determined all non‑employee directors (including Arnold) are independent under Nasdaq Rule 5605(a)(2). Executive sessions of independent directors held four times in 2024.
- Leadership structure: Independent Chairman; separated Chair/CEO roles; majority-vote resignation policy in uncontested elections.
- Committee assignments (current):
- Audit Committee: Member; Audit Committee Financial Expert designation by Board. Meetings in 2024: 4.
- Nominating, Corporate Governance & Sustainability (NCGS): Member (since Feb 2025). Meetings in 2024: 4.
- Attendance: “Each of the Directors attended… all the meetings of the Board and meetings of Committees… held while he or she was a member” in 2024; all directors attended the 2024 Annual Meeting.
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (NEDs) | $90,000 (paid quarterly) | Chairman retainer $175,000; committee member fees as below |
| Audit Committee member fee | $5,000 (paid quarterly) | For Audit Committee members |
| Equity grant (annual) | $97,500 RSUs (grant-date fair value) | Granted in February; RSUs vest after 3 years; fair value methodology per plan |
| Additional daily fee | $2,000/day | For extra days requested by CEO |
| Expense reimbursement | Reasonable travel expenses | Standard practice |
| Arnold – Director Compensation (Fiscal 2024) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 95,000 |
| Stock awards (grant-date fair value) | 94,294 |
| Total | 189,294 |
- Ownership Guidelines: NEDs must hold stock ≥2x annual retainer within 5 years; as of end‑2024, all NEDs were >200% of retainer.
Performance Compensation
- Directors do not have performance‑conditioned pay. Annual director equity is time‑based RSUs vesting after 3 years; no TSR/financial metrics apply to director grants.
| Instrument | Metrics | Vesting | Grant Timing |
|---|---|---|---|
| RSUs (Directors) | None (time‑based only) | 3‑year vest | February annually |
Other Directorships & Interlocks
- Current public board: FreightCar America (railcar manufacturer); Audit Chair and member of other committees. No related‑party or interlock transactions with IOSP disclosed.
Expertise & Qualifications
- Financial expertise: Multi‑company CFO; Audit Committee Financial Expert designation; advanced financial literacy applied to audit oversight.
- Specialty chemicals and operations: Senior leadership within specialty chemicals (Houghton; GE Silicones); manufacturing/operations exposure.
- IT/cyber: Direct oversight of IT in prior CFO roles; Board receives periodic cybersecurity briefings; directors complete cyber training.
- Governance: Experience chairing public company audit committee; IOSP NCGS committee member.
Equity Ownership
| Measure (as of Feb 15, 2025) | Shares | Notes |
|---|---|---|
| Shares owned directly/indirectly | 1,600 | |
| Right to acquire within 60 days | 1,278 | |
| Total beneficial ownership | 2,878 | |
| Percent of class | <1% | |
| Pledging/Hedging | Company policy prohibits hedging and pledging absent advance approval; no pledging disclosed. |
| Equity Awards Outstanding (as of Feb 15, 2025) | Quantity | Key Terms |
|---|---|---|
| Options outstanding | 297; 326 | Exercise prices include $109.42 and $99.68; grant dates among 02/27/2023 and 02/21/2022 |
| Unvested RSUs outstanding | 782; 594; 652; 1,000 | Grants around 02/26/2024; 02/27/2023; 02/21/2022; 3‑year vest schedule |
Compensation Committee Analysis (context for governance quality)
- Compensation Committee composition (not including Arnold): Chair Lawrence J. Padfield; members include Milton C. Blackmore and Claudia P. Poccia and Leslie J. Parrette. Meetings in 2024: 4.
- Independent consultant: Exequity advises the Compensation Committee; independence assessed and no conflicts found.
- Executive pay peer group (CEO/NEO benchmarking): 17‑company chemicals peer group (e.g., Ashland, Cabot, H.B. Fuller, Stepan, NewMarket, Ingevity, Avient, Quaker, Minerals Tech, Orion, Sensient, AdvanSix, etc.).
- Clawback policy: Clawbacks for certain performance/incentive awards; Dodd‑Frank/Nasdaq compliant.
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| May 10, 2024 | Advisory Say‑on‑Pay | 22,720,369 | 319,903 (withheld) | 46,587 | 682,328 |
| May 9, 2025 | Advisory Say‑on‑Pay | 21,973,642 | 778,543 (withheld) | 20,972 | 958,863 |
- 2024 say‑on‑pay support approximated 96% per proxy discussion.
Related‑Party Transactions & Conflicts
- Policy requires disclosure and approval of related‑person transactions; none disclosed involving Arnold. Example disclosure: fees to Smith, Gambrell & Russell while former director Robert Paller was Of Counsel (retired May 10, 2024). No family relationships among directors/officers.
- Anti‑hedging and anti‑pledging policy in effect; pre‑approval required for any pledging and only granted under strict financial capacity criteria.
Risk Indicators & Red Flags
- Attendance/engagement: 100% attendance; Board holds executive sessions; positive signal.
- Independence: Non‑employee directors independent; Arnold serves on independent committees.
- Hedging/pledging: Prohibited; no pledging disclosed for Arnold.
- Section 16(a) compliance: Proxy identifies late filings for certain officers (not Arnold); no delinquency noted for Arnold.
- Say‑on‑pay: Strong shareholder support in 2024 and 2025; positive governance reception.
- Related‑party exposure: None disclosed for Arnold; Board monitors conflicts under policy.
Governance Assessment
- Strengths: Audit Committee Financial Expert; deep CFO background in chemicals; independent; perfect attendance; policy framework on anti‑hedging/pledging; director ownership guidelines met (>200% of retainer for all NEDs); equity ownership and outstanding awards support alignment.
- Potential watch‑items: External board service at FreightCar America increases time commitments but remains within IOSP’s over‑boarding limits (≤4 boards for non‑employees; ≤3 audit committees for audit members). No conflicts disclosed with IOSP’s business.
Overall, Arnold’s profile—financial expertise, independent committee service, and consistent attendance—supports board effectiveness and investor confidence with low conflict risk and strong alignment through equity grants and ownership guidelines.