Lawrence J. Padfield
INNOSPECAbout Lawrence J. Padfield
Independent director at Innospec Inc. (IOSP), age 69, serving since December 1, 2012; currently Chair of the Compensation Committee . He holds a Civil Engineering degree from the University of Missouri and has ~30 years of oil and gas logistics, commercial marketing, and business development experience, including senior roles at Shell Oil Company and private equity/midstream ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackline Partners LLC | Principal and Executive Vice President | 2014–2019 | Private equity/midstream logistics; terminal development |
| U.S. Development Group LLC | Founding Partner and Vice President | Not disclosed (prior to Blackline) | Biofuel/crude terminal development; industry-leading platform |
| Shell Oil Company | Various roles culminating in Business Development & Acquisitions Manager (terminal/pipeline) | 18 years | Marketing, engineering, product supply; terminal/pipeline business development |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| CAP Technologies | Board Chairman | Since 2018 | Private |
| Other Public Company Boards | — | — | None current |
Board Governance
- Independence: Non-employee directors are independent; 6/7 board members independent (Mr. Williams not independent) .
- Committee assignments (2025): Padfield chairs Compensation; Audit (Chair: Landless); Nominating (Chair: Poccia). All members independent .
- Attendance: In 2024, Board met 4x; Audit 4x; Compensation 4x; Nominating 4x; all directors attended all meetings held while serving; all directors attended 2024 annual meeting .
- Executive sessions: Four sessions of independent directors in fiscal 2024 .
- Overboarding limits: Max 4 public boards for NEDs; 3 audit committees for Audit members; monitoring in place .
| Governance Item | 2024 | Notes |
|---|---|---|
| Board meetings held | 4 | All directors attended |
| Compensation Committee meetings | 4 | Padfield is Chair |
| Executive sessions (independent) | 4 | Led by Chairman |
| Independence status | Independent | Non-employee director |
Fixed Compensation
| Component (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (NED) | $90,000 | $90,000 |
| Committee chair fee (Comp Committee) | $14,000 | $14,000 |
| Meeting/day fees (if requested by CEO) | $2,000 per day (as needed) | $2,000 per day (as needed) |
| Fees earned or paid in cash (Padfield actual) | $104,000 | $104,000 |
Performance Compensation
Director equity is time-based (alignment, retention); non-employee directors do not have performance-linked equity metrics.
| Equity Award Design | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity grant value | $97,500 (mix of RSUs and options) | $97,500 (RSUs only) |
| Grant date(s) (Padfield) | Feb 27, 2023 | Feb 26, 2024 |
| Vesting | RSUs vest after 3 years; options generally exercisable after 3 years, 10-year term | RSUs vest after 3 years |
| Performance metrics | None (time-based) | None (time-based) |
Director Compensation Summary (Padfield)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $104,000 | $104,000 |
| Stock Awards (USD) | $64,104 | $94,294 |
| Option Awards (USD) | $12,777 | $0 (RSU-only year) |
| Total (USD) | $180,881 | $198,294 |
- Director Stock Ownership Guidelines: Required ≥2x annual retainer; by end of 2024, stockholding for all NEDs exceeded 200% of annual retainer .
- Anti-hedging and anti-pledging policies apply to directors (hedging prohibited; pledging requires prior approval) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None |
| Committee interlocks | None; no insider participation on Compensation Committee in 2023 |
| Related-person transactions | None involving Padfield disclosed; only transactions disclosed involved Paller’s law firm, Williams’ AdvanSix product purchases (market rates), and Landless-related EMR scrap sales |
Expertise & Qualifications
- Senior leadership, chemical industry, corporate governance, manufacturing/operations, human capital, M&A, regulatory/legal compliance; public board experience noted in skills matrix .
Equity Ownership
| As-of Date | Shares Owned | Right to Acquire within 60 days | Total | % of Class |
|---|---|---|---|---|
| Feb 15, 2024 | 6,600 | 5,379 | 11,979 | <1% (*) |
| Feb 15, 2025 | 5,467 | 5,756 | 11,223 | <1% (*) |
(*) Less than 1% per proxy footnote .
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; full attendance; strong shareholder support in latest election; adherence to ownership guidelines; robust anti-hedging/pledging policies .
- 2025 Shareholder Voting Signal (support levels):
- Lawrence J. Padfield: 22,069,282 For; 703,876 Withheld; 958,863 Broker Non-Votes .
- Say-on-Pay (company-wide): 21,973,642 For; 778,543 Against; 20,972 Abstain; 958,863 Broker Non-Votes .
- Pay structure shifts: Move from mixed RSU/options (2023) to RSU-only grants (2024) for NEDs reduces option risk and emphasizes retention/alignment; still time-based (no performance metrics) .
- Conflicts/Related-party checks: No Padfield-related transactions disclosed; Compensation Committee interlocks absent; overboarding controls in place; current external public board load is zero .
RED FLAGS: None disclosed specific to Padfield. Monitoring points: time-based equity (no performance metrics for NEDs) consistent with market practice; continued oversight for related-party transactions remains prudent .