Milton C. Blackmore
INNOSPECAbout Milton C. Blackmore
Milton C. Blackmore, age 77, is Innospec’s Non‑Executive Chairman and an independent director since June 1, 2010. He brings over four decades of oil and chemicals industry leadership, including senior roles at Sinclair Oil and Kerr‑McGee, and holds a B.S. in Business Administration from Panhandle State University. He currently serves on Innospec’s Audit and Compensation Committees and has been consistently assessed as independent under Nasdaq rules; all non‑employee directors are independent and 6 of 7 board members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innospec Inc. | Non‑Executive Chairman; Director | 2010–present | Presides over board and stockholder meetings; leads executive sessions; manages director self‑assessment and committee chair recommendations |
| Sinclair Oil Corporation | SVP, Marketing & Product Supply; Director | 1995–2009 | Board director until retirement in 2009; led marketing and product supply strategy |
| Sinclair Marketing Inc. (Sinclair Oil subsidiary) | Chairman | Pre‑2009 | Oversight of convenience store business |
| Kerr‑McGee Refining Corporation | Various accounting, marketing, general management roles; GM, Branded Marketing | ~26 years; GM 3 years | Progressed through senior roles; deep operating and commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sinclair Oil Corporation | Director | Until 2009 | Private company; merged into HF Sinclair after his tenure |
| Sinclair Marketing Inc. | Chairman | Pre‑2009 | Subsidiary leadership role |
Board Governance
- Independence: Independent non‑employee director; Board affirms all non‑employee directors are independent (6 of 7 total) .
- Leadership structure: Separate Chair and CEO; Blackmore is non‑executive Chair with defined duties including presiding over meetings, leading executive sessions, coordinating strategy oversight, and director evaluations .
- Committee memberships: Member, Audit Committee; Member, Compensation Committee. Committee chairs are Landless (Audit), Padfield (Compensation), Poccia (NCG&S). All committees composed of independent directors .
- Attendance and engagement: 2024—Board met 4x; each committee met 4x; four independent director sessions; all directors attended all Board and relevant committee meetings and the 2024 annual meeting .
- Executive sessions: Four sessions of independent directors held in 2024, led by the Chairman .
- Overboarding limits and pre‑clearance for new boards: Policy limits outside boards (max 4 for non‑employee directors; max 3 audit committees), with mandatory pre‑notification and conflict review .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (Chairman) | $175,000 | Paid quarterly |
| Audit Committee Member Retainer | $5,000 | Paid quarterly; no member retainer for Compensation Committee |
| Additional Day Fees (if requested by CEO) | $2,000/day | As needed |
| Fees Earned in Cash (total) | $180,000 | FY2024 |
| Expense Reimbursements | — | Reasonable out‑of‑pocket travel reimbursed |
Performance Compensation
Directors receive time‑based RSUs; awards vest after three years. No director PSUs; values determined at grant using Black‑Scholes/Monte Carlo as applicable .
| Grant Date (oldest → newest) | RSUs Granted (units) | Grant Value (Fair Value) | Vesting |
|---|---|---|---|
| 02/21/2022 | 652 | Included in FY disclosure | Vests after 3 years |
| 02/27/2023 | 594 | Included in FY disclosure | Vests after 3 years |
| 02/26/2024 | 782 | $94,294 | Vests after 3 years |
Outstanding director options (legacy plans) remain exercisable to their expirations (strike prices shown):
| Grant Date (oldest → newest) | Options | Strike Price |
|---|---|---|
| 02/22/2016 | 1,030 | $44.18 |
| 02/21/2017 | 850 | $70.60 |
| 02/20/2018 | 880 | $68.20 |
| 02/25/2019 | 370 | $81.07 |
| 02/24/2020 | 313 | $95.70 |
| 02/22/2021 | 300 | $99.85 |
| 02/21/2022 | 370 | $99.68 |
| 02/27/2023 | 326 | $109.42 |
| 02/26/2024 | 297 | $0.00 (RSUs; zero‑cost) |
Director stock ownership guidelines: Minimum 2x annual retainer (Chair’s guideline applies to Chair retainer). As of end‑2024, all NEDs exceeded 200% of their respective annual retainers .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Sinclair Oil Corporation | Prior director (private) | None disclosed with Innospec; tenure ended 2009 |
| None current (public) | — | Company policy reviews new board service for conflicts before joining |
No related‑party transactions involving Blackmore were disclosed. A 2024 transaction involved a former director’s law firm (Smith, Gambrell & Russell, LLP; $242,256 fees through May 10, 2024) and does not pertain to Blackmore .
Expertise & Qualifications
- Senior leadership, financial literacy, chemicals industry, corporate governance, manufacturing/operations, human capital management, M&A, global, and regulatory/legal/compliance experience (per Board Skills Matrix). Age 77; tenure 15 years on the board .
- Bachelor of Science, Business Administration—Panhandle State University .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Milton C. Blackmore | 7,000 | 4,712 | 11,712 | <1% | Includes shares held by The Milton & Janet Blackmore Trust; right to acquire reflects exercisable options/RSUs vesting within 60 days . |
Governance Assessment
- Committee effectiveness: As Audit Committee member, Blackmore co‑signed the 2024 Audit Committee Report; committee affirmed auditor independence and pre‑approval controls; PwC total fees $3.252M in 2024; robust oversight maintained .
- Independence and engagement: Strong independence profile; separate Chair/CEO; 100% attendance; four executive sessions; active investor engagement culture at the company level .
- Alignment and incentives: Director compensation mixes cash retainer and annual RSUs with three‑year vesting; director ownership guidelines at 2x retainer, with all NEDs exceeding 200% by end‑2024—a positive alignment signal .
- Policies mitigating conflicts: Anti‑hedging/anti‑pledging policy with pre‑approval required for any pledging; stock trading policy across officers/directors; related‑party transaction oversight and approval framework .
- Say‑on‑pay signal: 96% support for executive compensation in 2024; indicates broad investor confidence in compensation governance, indirectly supportive of board oversight quality .
RED FLAGS
- None disclosed specific to Blackmore: no related‑party transactions, hedging/pledging, attendance shortfalls, or over‑boarding issues reported. The only disclosed related‑party transaction in 2024 involved a former director’s law firm and is not connected to Blackmore .
Overall, Blackmore’s role as independent non‑executive Chairman, dual committee memberships (Audit and Compensation), clean conflicts profile, and full attendance support board effectiveness and investor confidence, with director equity and ownership policies reinforcing alignment. The mix of cash retainer and three‑year RSUs is standard for small/mid‑cap chemicals, with no performance‑conditioned director equity—consistent with prevailing governance practices .