Ian M. McRobbie
INNOSPECAbout Ian M. McRobbie
Ian M. McRobbie is Senior Vice President and Chief Technology Officer at Innospec Inc., serving as an executive officer since May 7, 2002; he joined the company in January 2002. He is age 76 and previously held senior technical and manufacturing roles in specialty and agrochemicals, including Technical Director at A H Marks (1989–2001), with earlier roles at Seal Sands Chemical Co. (Hexcel) and BTP plc (now Clariant) . Company performance context for incentive alignment: 2024 Corporate Operating Income achieved 111% of target and Free Cash Flow achieved 255% of target under the annual plan ; multi‑year TSR outcomes cited in the proxy include 3‑year TSR of 49% and 10‑year TSR of 192%, with 2024 TSR −10% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A H Marks & Company Ltd. | Technical Director | 1989–2001 | Led technical direction across agrochemical and specialty chemical markets |
| Seal Sands Chemical Co. (Hexcel subsidiary) | Senior research/manufacturing roles | n/a | Senior roles in research and manufacturing in advanced materials/chemicals |
| BTP plc (now part of Clariant) | Senior research/manufacturing roles | n/a | Senior roles in specialty chemicals operations |
External Roles
No current public-company directorships or external board roles disclosed for McRobbie in the proxy .
Fixed Compensation
Not disclosed for McRobbie individually. Company program elements disclosed for Named Executive Officers (NEOs): base salaries reviewed to market median with adjustments for performance and responsibilities; CEO salary $1,354,500 in 2024; NEO salaries shown in the Summary Compensation Table, but McRobbie is not an NEO in 2024 .
- Stock ownership guidelines (executives): CEO 4x salary; other Executive Officers 2x salary (unvested awards excluded). All NEOs were in compliance at year-end 2024 .
Performance Compensation
Design covers annual cash (MICP) and long-term equity (RSUs/PSUs) under the Omnibus Plan; McRobbie’s individual awards are not detailed, but company-wide metrics and vesting terms apply to executive programs .
Annual Cash Incentive (MICP) – 2024 Company Outcomes
| Metric | Weighting | Target | Actual | Achievement | Payout Factor |
|---|---|---|---|---|---|
| Corporate Operating Income (before nonrecurring items) | 60% | $188.999M | $209.414M | 111% | 155% |
| Corporate Free Cash Flow (before nonrecurring items) | 20% | $58.984M | $150.516M | 255% | 250% |
| Personal Objectives (per executive) | 20% | Scored out of 50 | NEOs ranged 46–47 | Per score table | 0–150% |
Notes: Financial performance multiplier scales linearly from 50% at 90% achievement to 250% at ≥130% achievement . Personal performance multiplier ranges from 0% to 150% based on scoring bands .
Long-Term Incentives (Omnibus Plan) – 2024 Awards Structure and Vesting
| Component | Weighting | Vesting/Performance | Threshold | Target | Max |
|---|---|---|---|---|---|
| RSUs | 30% | Time-based; vest at 3 years (service requirement) | n/a | n/a | n/a |
| PSUs – Relative TSR vs Comparator Group | 30% | 3-year performance; linear interpolation; plus 3-year service vest | 25th percentile → 50% of tranche | 50th percentile → 100% of tranche | 75th percentile → 200% of tranche |
| PSUs – Revenue Growth vs 2024 Budget | 30% | 3-year performance; linear interpolation; plus 3-year service vest | 2% total growth → 30% of tranche | 5% total growth → 100% of tranche | 5% total growth → 100% of tranche (no upside listed in 2024 table) |
| PSUs – EPS Growth vs 2024 Budget | 40% | 3-year performance; linear interpolation; plus 3-year service vest | 2% total growth → 30% of tranche | 5% total growth → 100% of tranche | 5% total growth → 100% of tranche (no upside listed in 2024 table) |
Program notes: PSUs include both stock-settled and cash-settled units; RSUs/PSUs generally forfeit on termination except limited committee discretion; service vest required in addition to performance criteria . In 2025 the committee maintained 70% PSU / 30% RSU mix and expanded performance “upside” to 200% across all PSU goals (forward-looking change) .
Equity Ownership & Alignment
| Holder | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|
| Ian M. McRobbie | 35,979 | 0 | 35,979 | <1% |
- Anti-hedging and anti-pledging policies prohibit hedging and pledging company securities; pledging requires advance committee approval and demonstrated ability to repay without resorting to pledged shares .
- Stock Trading Policy applies to officers and directors; restricts trading while in possession of MNPI and sets compliance expectations .
Vested vs unvested breakdown, options, and RSUs/PSUs for McRobbie are not disclosed in the NEO tables; “Right to Acquire” within 60 days equals zero, indicating no near-term vesting/exercisable awards for him in that window .
Employment Terms
- Executive Officers in 2024: Stock ownership guidelines require 2x salary (CEO 4x), with compliance noted for NEOs; McRobbie’s individual compliance not stated .
- NEO Employment Agreements: rolling 12‑month agreements; change‑in‑control economics provide 24 months of “compensation” (base salary + target bonus + car allowance) for qualifying terminations within 12 months of a CoC; 12‑month non‑compete and non‑solicit; equity acceleration per plan rules on CoC and certain terminations . McRobbie’s specific agreement terms are not disclosed.
Performance & Track Record
| Metric | 2024 Outcome | Multi‑Year Context |
|---|---|---|
| Corporate Operating Income (before nonrecurring items) | $209.414M vs $188.999M target (111%) | Company emphasizes operating income and cash flow in incentive design |
| Corporate Free Cash Flow (before nonrecurring items) | $150.516M vs $58.984M target (255%) | Strong cash generation underpinning net cash/no external bank debt |
| Total Shareholder Return (TSR) | 2024 TSR −10% | 3‑year TSR 49% vs −3% S&P 1500 Chemicals and 4% Russell 2000; 10‑year TSR 192% vs 112% S&P 1500 Chemicals |
| Segment Operating Performance | Performance Chemicals operating income up 52% YoY | Fuel Specialties exceeded operating income target; new products ~20% of 2024 sales |
Governance, Policies, and Risk Controls (Compensation‑Relevant)
- Clawback: Dodd-Frank/Nasdaq‑compliant policy requires recoupment of erroneously paid incentive compensation after financial restatements, regardless of fault; additional clawbacks embedded in certain awards .
- Say‑on‑Pay: ~96% support at 2024 Annual Meeting (used by committee in pay design review) .
- Anti‑hedging/anti‑pledging; trading windows and MNPI controls via Stock Trading Policy .
Investment Implications
- Alignment: McRobbie holds 35,979 shares (<1% of outstanding), with no near‑term “Right to Acquire” within 60 days—limited near-term vesting-driven selling pressure signal from disclosed data; broader executive program emphasizes PSUs tied to TSR, revenue, and EPS with 3‑year horizons, reinforcing long-term orientation .
- Retention/CoC: While NEOs have double‑trigger CoC terms (24 months of compensation and equity acceleration under plan rules), McRobbie’s individual employment economics are not disclosed; general plan vesting structure (3‑year RSU/PSU plus committee discretion) suggests meaningful retentive value in outstanding awards .
- Pay‑for‑performance: 2024 plan results (111% OI; 255% FCF) indicate strong operational execution supporting incentive payouts; long‑term PSU design adds relative TSR rigor, mitigating windfalls and aligning to peer performance . Negative TSR in 2024, despite strong multi‑year TSR, tempers sentiment and may moderate realized equity values until recovery .
- Risk flags: Company prohibits hedging/pledging; robust clawback policy; no related‑party red flags tied to McRobbie disclosed; Section 16(a) compliance shows late filings for other officers but none noted for McRobbie .
Data gaps: McRobbie’s individual base salary, target/actual bonus, grant sizes and vesting schedules are not disclosed in the 2025 proxy; analysis uses company‑wide program terms and outcomes and his disclosed beneficial ownership.
Sources: Innospec Inc. 2025 DEF 14A Proxy Statement (published March 27, 2025): Executive officers and biography **[1054905_0001999371-25-003291_innospec_def14a.htm:45]**; ownership table **[1054905_0001999371-25-003291_innospec_def14a.htm:45]**; MICP metrics/targets/outcomes **[1054905_0001999371-25-003291_innospec_def14a.htm:54]** **[1054905_0001999371-25-003291_innospec_def14a.htm:63]**; PSU/RSU vesting terms and performance grids **[1054905_0001999371-25-003291_innospec_def14a.htm:57]** **[1054905_0001999371-25-003291_innospec_def14a.htm:59]** **[1054905_0001999371-25-003291_innospec_def14a.htm:73]**; clawback and trading policies **[1054905_0001999371-25-003291_innospec_def14a.htm:18]** **[1054905_0001999371-25-003291_innospec_def14a.htm:65]**; say‑on‑pay **[1054905_0001999371-25-003291_innospec_def14a.htm:58]**; segment performance and cash/TSR context **[1054905_0001999371-25-003291_innospec_def14a.htm:46]** **[1054905_0001999371-25-003291_innospec_def14a.htm:47]**; NEO employment agreements and CoC economics **[1054905_0001999371-25-003291_innospec_def14a.htm:64]** **[1054905_0001999371-25-003291_innospec_def14a.htm:71]** **[1054905_0001999371-25-003291_innospec_def14a.htm:79]** **[1054905_0001999371-25-003291_innospec_def14a.htm:80]**; Section 16(a) disclosure **[1054905_0001999371-25-003291_innospec_def14a.htm:40]**.