Ian P. Cleminson - Executive Vice President and Chief Financial Officer | INNOSPEC (IOSP) Executive Profile & Compensation

About Ian P. Cleminson

Executive Vice President and Chief Financial Officer of Innospec Inc. (IOSP). Age 59; joined Innospec in February 2002, became an executive officer on July 3, 2006, after serving as Financial Controller for Fuel Specialties and Performance Chemicals; previously Financial Controller at BASF plc’s Superabsorbents division (1999–2002) and an accountant in private practice (1989–1999). In 2024, company results underpin pay-for-performance alignment: Corporate Operating Income achieved 111% of target ($209.4m) and Corporate Free Cash Flow achieved 255% of target, while GAAP Net Income was $35.6m and the stock’s one‑year TSR was −10% (offset by strong longer‑term TSR) .

Past Roles

Organization	Role	Years	Strategic Impact
Innospec Inc.	Financial Controller, Fuel Specialties & Performance Chemicals; later Executive Officer	2002–present; Executive Officer since 2006	Internal finance leadership across business units; promoted to executive leadership, culminating as CFO
BASF plc	Financial Controller, Superabsorbents Division	1999–2002	Led divisional finance for a core materials segment
Private practice	Accountant	1989–1999	Built foundational accounting expertise

External Roles

Organization	Role	Years	Committees
Surface Transforms plc (UK-listed)	Non-Executive Director	Appointed May 2022–present	Chair, Audit; Member, Remuneration & Nomination

Fixed Compensation

Component	2022	2023	2024
Salary ($)	$419,440	$441,733	$497,214
Stock Awards ($)	$398,601	$360,206	$872,370
Option Awards ($)	$172,157	$164,626	$0 (no options granted in 2024)
Non-Equity Incentive Compensation ($)	$585,208	$392,725	$1,651,894 (MICP + Additional LTIP)
All Other Compensation ($)	$120,060	$127,078	$119,653
Total ($)	$1,695,466	$1,486,368	$3,141,131

2024 base salary set at $507,605 (up 14% from 2023 base $445,267), with MICP target bonus at 60% of salary and max 138% .
2024 “All Other Compensation” detail for Cleminson: car allowance $17,472; pension allowance (20% salary supplement) $99,442; healthcare $2,407; insurances $8,046; total $127,367 .

Performance Compensation

Annual Bonus (MICP) – 2024

Measure	Target	Actual (for MICP)	Achievement vs Target	% of Target Bonus Achieved
Corporate Operating Income (before nonrecurring items)	$188.999m	$209.414m	111%	155%
Corporate Free Cash Flow (before nonrecurring items)	$58.984m	$150.516m	255%	250%

Executive	Target MICP (% of Salary)	Personal Performance Score	MICP Incentive Award ($)
Ian P. Cleminson	60%	46/50	$526,894

Personal performance multiplier schedule: 46–50 → 150%; 41–45 → 125%; 36–40 → 100%; etc. .
Cleminson’s 2024 personal objectives: ERP program leadership (deployments advancing), DB pension plan buyout finalized (strengthened balance sheet), and finance talent/succession development; scored 46/50 .

Additional LTIP (3‑year plan: 2022–2024)

Participant	Max Incentive Award	Award Payable as at End 2024
Ian P. Cleminson	$1,125,000	$1,125,000

Executive Officer level weightings: 35% EPS stretch target ($6.00 for 2024), 35% cumulative Performance Chemicals revenue target ($1.85bn over first three years), 20% ESG objectives, 10% succession plan objectives .

Long-Term Incentive Awards – 2024 Grants (Omnibus Plan, grant date 02/26/2024)

Award Type	Grant Date	Units (Threshold / Target / Max)	Grant-Date Fair Value ($)	Key Vesting Terms
Stock-settled PSUs	02/26/2024	1,259 / 3,497 / 4,546	$473,494	3-year performance + service vesting; metrics below
RSUs	02/26/2024	1,999 (time-based)	$241,039	Vest on 3rd anniversary (02/26/2027), continued employment; Committee discretion exceptions
Cash-settled PSUs	02/26/2024	420 / 1,166 / 1,516	$157,876	3-year performance; cash payout equals earned units × closing price at settlement

PSU performance criteria (2024 grants):

30% weighting: Relative TSR vs compensation peer group over 3 years; vesting at 0% (<25th pct), 50% (25th), 100% (50th), 200% (75th), linear interpolation between levels .
30% weighting: Compound annual sales revenue growth vs 2024 budget; vest 0% (<2%), 30% (2%), 65% (3%), 100% (5%), linear interpolation .
40% weighting: Compound annual EPS growth vs 2024 budget; vest 0% (<2%), 30% (2%), 65% (3%), 100% (5%), linear interpolation .

Grant sizing policy and mix:

Executive Officers target fair value: 110% of base salary; performance rating can scale to 125% or 150% of policy; Cleminson received 150% of policy (award fair value equal to 165% of salary); 70% PSUs, 30% RSUs; stock‑settled awards constrained to ≤1% burn rate; no exceptional awards in 2024 .

Equity Ownership & Alignment

As of	Shares Owned (Direct/Indirect)	Right to Acquire (60 days)	Total	% of Class	Shares Outstanding
Feb 15, 2025	10,977	5,225	16,202	<1%	25,117,922 (12/31/2024)

Stock ownership guidelines: CEO 4× salary; other Executive Officers 2× salary; unvested awards excluded; compliance required within 5 years; all NEOs compliant at end of 2024 .
Anti‑hedging and anti‑pledging: Hedging prohibited; pledging prohibited absent prior committee approval (Company states it does not allow directors/executive officers to hedge or pledge) .
Upcoming vesting pipeline and unvested awards (market values at $110.06 year‑end price):
- RSU/Full‑value vesting schedules outstanding include 4,275 units (21/02/2025; $470,507), 3,661 units (27/02/2026; $402,930), 3,497 PSUs (26/02/2027; $384,880), and 1,999 RSUs (26/02/2027; $220,010) .
Options outstanding (strike/expiry; exercisable and unexercisable):
- Exercisable: 317 @ $99.68 exp. 21/02/2032; 271 @ $109.42 exp. 27/02/2033; 950 @ $99.68 exp. 21/02/2032; 814 @ $109.42 exp. 27/02/2033 (mix of lines showing exercisable vs unexercisable counts) .
2024 realizations (indicator of potential selling pressure from vested awards/exercises):
- Options exercised: 931 shares; value realized $22,651 .
- Cash incentive awards exercised at market price: 311 units; value $7,498 .
- Stock awards vested/transferred: 1,397 ($173,172) and 4,190 ($511,473) .

Employment Terms

Agreement: Rolling 12‑month employment agreement; company may terminate without cause with 12 months’ notice; executive must give 6 months’ notice to resign .
Change‑in‑Control: Double trigger; if terminated by the company within 12 months post‑CoC or executive resigns for good reason within 12 months, payment equals 24 months of compensation (base salary, target bonus, car allowance) from termination/change date; all options vest at CoC under plan rules; CoC defined (≥30% voting power change, non‑surviving merger, liquidation plan, board majority change post cash offer/merger) .
Restrictive covenants: 12‑month non‑solicit (customers/employees) and 12‑month non‑compete post‑employment .
Life insurance: UK‑based NEOs receive 6× base salary death‑in‑service coverage; US‑based NEOs 2× salary capped at $750,000 .
Post‑employment payments (as if event occurred on 12/31/2024):
- Termination without cause: $855,265 total (salary/benefits $525,076; bonus $304,563; unvested equity $25,626) .
- Change of Control: $4,707,669 total (salary/benefits $1,050,153; bonus $609,125; unvested equity $1,923,391; Additional LTIP $1,125,000) .
- Death in service: $4,969,018 total (life insurance $3,045,627; unvested equity $1,923,391) .
Deferred compensation: Not eligible in 2024; only CEO and General Counsel participated .

Compensation Structure vs Performance Metrics

Mix emphasizes at‑risk pay: MICP linked to Corporate Operating Income and Free Cash Flow with strict 90% threshold for financial elements; personal objectives scored rigorously via multiplier schedule .
Long‑term incentives: Majority PSUs (70% of LTI fair value) tied to 3‑year relative TSR, revenue growth, and EPS growth; RSUs (30%) for retention; grant sizing scaled by individual performance (Cleminson at 150% of policy) .
2024 Additional LTIP awarded at maximum for Cleminson ($1.125m), focused on EPS stretch, Performance Chemicals revenue, ESG, and succession milestones; program discontinued going forward to converge to market‑standard PSU design .
No option grants in 2024 (shift away from options) .

Equity Ownership & Alignment Details

Item	Disclosure
Ownership guidelines	Executive Officers: 2× salary; compliance by end‑2024
Hedging/Pledging	Prohibited under Stock Trading Policy; no hedging allowed; pledging requires pre‑approval (Company states it does not allow hedging or pledging for directors/executives)
Shares pledged	Not disclosed; policy restricts pledging
Upcoming vest events	4,275 (02/21/2025), 3,661 (02/27/2026), 3,497 PSUs and 1,999 RSUs (02/26/2027), valued using $110.06 as indication
Section 16 compliance	Company reports compliance in 2024, with late filings noted for other NEOs; none noted for Cleminson

Governance, Clawbacks, and Pay Safeguards

Clawback: Adopted in 2023 per SEC Rule 10D‑1/Nasdaq—recoup erroneously paid incentive compensation after financial restatements regardless of fault; also clawbacks embedded in certain performance awards .
Pay practices: No tax gross‑ups, no hedging/pledging, no dividend payments on unvested performance shares/units, no option repricing without shareholder approval .

Performance & Track Record

2024 achievements include net cash position $289.2m and zero external bank debt; dividend increased 10% (to $1.55); Performance Chemicals operating income up 52%; ~20% of 2024 sales from products developed in last five years—supporting operational resilience and capital discipline under Cleminson’s finance leadership .
Longer‑term TSR context: 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 Index). 2024 TSR −10% acknowledged, with emphasis on long‑term value creation .

Investment Implications

Alignment: Strong pay-for-performance—MICP tied to core financials; PSUs tied to TSR/revenue/EPS; 2024 Additional LTIP paid at maximum reflects execution on strategic objectives and may signal high bonus sensitivity to multi‑year targets .
Retention risk: Robust non‑compete/non‑solicit and double‑trigger CoC economics (24 months comp plus equity acceleration under plans) mitigate departure risk; UK life insurance multiples also meaningful .
Selling pressure: Notable upcoming vest events in 2025–2027 (4,275 units in Feb 2025, etc.) may create periodic liquidity events; 2024 exercises/vests indicate routine cadence rather than unusual selling .
Mix shift: Absence of 2024 option grants and increased RSU/PSU weighting lowers risk of option-driven sell pressure and reinforces long‑term performance alignment .
Ownership and governance: Compliance with stock ownership guidelines, anti‑hedging/pledging restrictions, and formal clawback policy reduce misalignment and governance risk .