Andy Butcher
About Andy Butcher
Andy Butcher, age 56, is Luxfer’s Chief Executive Officer and the Board’s sole Executive Director, appointed effective May 6, 2022; he holds an MA in Engineering (Cambridge) and an MBA (Keele) . He is not independent by virtue of serving as CEO; all Board committees are fully independent and chaired by an independent Board Chair, which mitigates dual‑role concerns . Under his tenure, Luxfer’s revenues moved from $423.4M in FY 2022 to $405.0M in FY 2023 to $391.9M in FY 2024 ; EBITDA progressed from $28.4M in FY 2023 to $44.9M in FY 2024, with FY 2022 at $60.7M* (Values retrieved from S&P Global). Equity incentives emphasize EPS growth and TSR: time‑based RSUs are 40% of equity, and performance‑based EPS and TSR comprise 24% and 36%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Luxfer Gas Cylinders (Global) | President | 2014–May 2022 | Led global cylinder operations; value‑enhancing growth and acquisition experience . |
| Luxfer Gas Cylinders – North America | President | 2009–2014 | Led region; expanded advanced materials footprint . |
| Luxfer (UK) | Joined Luxfer, progressing to GM then EVP (Composite Cylinders) | 1991 onward; composite business leadership beginning 2002 | Built composite cylinder business and advanced materials capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | None | — | No other public directorships disclosed . |
| Subsidiaries/Affiliates of Luxfer | Director/Executive Officer | Current | Serves across Luxfer subsidiaries and affiliates . |
Fixed Compensation
| Year | Base Salary (US$) | Perquisites (US$) | All Other Compensation (US$) | Notes |
|---|---|---|---|---|
| 2024 | 644,500 | 40,000 | 63,196 (401k: 20,700; ESPP: 2,496) | Perquisite stipend is cash; not counted in incentive calculations . |
| 2023 | 628,800 | 40,000 | 60,815 (401k: 19,800; ESPP: 1,015) | Committee increased salary c.2% in Dec 2022 (inflation) . |
| 2022 | 554,250 | — | 54,263 | — |
2024 Target Compensation (design emphasis):
| Component | Target (% of Salary) | Target (US$) |
|---|---|---|
| Annual Cash Incentive | 100% | 644,500 |
| Equity Awards | 180% | 1,160,100 |
| Perquisites | — | 40,000 |
| Total Target Compensation | — | 2,489,100 |
2023 Target Compensation:
| Component | Target (% of Salary) | Target (US$) |
|---|---|---|
| Annual Cash Incentive | 100% | 628,800 |
| Equity Awards | 180% | 1,131,840 |
| Perquisites | — | 40,000 |
| Total Target Compensation | — | 2,429,440 |
Performance Compensation
Summary Compensation (Actuals):
| Year | Annual Cash Incentive (US$) | Annual Equity Awards (US$) | Total Compensation (US$) |
|---|---|---|---|
| 2024 | 1,176,857 | 1,358,073 | 3,242,626 |
| 2023 | — | 1,134,137 | 1,823,752 |
| 2022 | 196,759 | 1,542,944 | 2,348,216 |
Annual Cash Incentive metrics and weights (Operating year design):
| Metric | Weight | Notes |
|---|---|---|
| Management EBITA | 50% | Financial performance emphasis. |
| Cash Conversion | 35% | Discipline on working capital and cash generation. |
| Revenue | 15% | Top‑line growth measure. |
Equity Incentive Structure:
| Equity Type | Weight | Vesting | Notes |
|---|---|---|---|
| Time‑based RSUs | 40% | 4 annual tranches | Accrues dividend equivalents; subject to holding/clawback . |
| EPS Growth PSUs/RSUs | 24% | Typically 2‑year from communication | EPS goals with 0–200% payout . |
| TSR PSUs/RSUs | 36% | Typically 2‑year from communication | Relative TSR ranking; 0–200% payout . |
2024 Grants of Plan‑Based Awards (Andy Butcher):
| Grant Date | Award Type | Target (#) | Max (#) | Grant Date Fair Value (US$) |
|---|---|---|---|---|
| March 18, 2024 | EPS Growth (performance) | 40,644 | 101,610 | 383,676 |
| March 18, 2024 | TSR (performance) | 60,966 | 121,932 | 548,084 |
| March 18, 2024 | Time‑based RSUs | 45,180 | — | 426,310 |
Previously Awarded Performance‑Based Awards (status):
| Award Communication Date | EPS Performance | TSR Performance | Vesting (if achieved) | Notes |
|---|---|---|---|---|
| Mar 13, 2020 | Below Threshold → no award | 50% Target achieved | TSR: 1/2 Mar 15, 2023; 1/2 Mar 15, 2024 | — |
| Mar 15, 2021 | 200% Max achieved (EPS) | TSR below Threshold (nil) | EPS: 1/3 2023; 1/3 2024; 1/3 2025 | — |
| Mar 14, 2022 | EPS: 97% target achieved (banked: 87% in 2022, 0% in 2023, 200% in 2024) | TSR 3rd decile → 25% Target | Vests Mar 14, 2025 | — |
| Mar 20, 2023 | Ongoing through 2025 | Ongoing through 2025 | Vests Mar 20, 2026 (if achieved) | — |
Vesting Schedules (selected):
| Type | Vesting Dates | Quantity |
|---|---|---|
| Performance Awards | Mar 14, 2025 | 3,456 |
| Performance Awards | Mar 20, 2026 | 17,472 |
| Time‑based RSUs (2024 grants) | 4 tranches beginning Mar 18, 2025 | — |
Special 2022 EPS Awards (contingent; later withdrawn):
| Executive | Target Add’l EPS Awards (#) | Max Add’l EPS Awards (#) | Status |
|---|---|---|---|
| Andy Butcher | 32,000 | 64,000 | Unlikely to be realized after Company withdrew 2025 EPS goal . |
Equity Ownership & Alignment
Beneficial Ownership:
| As of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Apr 1, 2025 | 156,576 | “*%” (1% or less, per table note) |
| Apr 1, 2024 | 134,433 | “*%” (1% or less) |
Outstanding Equity Awards at Dec 31, 2024:
| Category | Count (#) | Market Value (US$) |
|---|---|---|
| Earned, unvested shares/units | 87,627 | 1,059,410 |
| Unearned awards (2022 performance) | 4,806 | 58,105 |
| Unearned awards (2023 performance) | 24,024 | 290,450 |
| Unearned awards (2024 performance) | 157,496 | 1,904,121 |
Policies and Guidelines:
- Anti‑hedging and anti‑pledging: policy prohibits pledging, margin accounts, short sales, monetization transactions, or positions relating to future price of Luxfer securities .
- Stock Ownership Guidelines: apply to Directors and Executive Officers; minimum ownership based on multiples of salary/retainer with 5‑year compliance expected; share retention ratios included .
2023 Options/RSUs Activity (realization):
| Item | Value |
|---|---|
| Shares acquired on vesting in 2023 | 7,193; $111,422 realized |
Pension/SERP (UK‑based legacy plans):
| Plan | Length of Credited Service | Present Value of Accumulated Benefit (US$) |
|---|---|---|
| Luxfer Group Pension Plan | 21 years, 6 months | 1,018,480 |
| Luxfer Group Supplementary Pension Plan | 1 year, 4 months | 19,097 |
Employment Terms
Contract Overview:
| Item | Term |
|---|---|
| Employment Contract Date | May 6, 2022 |
| Notice Period | 12 months |
| Pay in lieu of notice | Company may pay base salary and fixed comp for the Notice Period; cash incentive at Target if not yet determined and prorated; immediate vesting of awards scheduled to vest during Notice Period . |
| Clawback/Holding | Equity awards subject to holding period and clawback . |
Termination Payouts (without Cause, Disability, death):
| Component | Amount (US$) |
|---|---|
| Salary Payment | 644,500 (assumes Company exercises payment in lieu of the full Notice Period) |
| Cash Incentive Payment | 644,500 (Target; proration rules apply) |
| Outstanding or Unvested Equity Awards | 360,996 (includes 27,939 time‑based RSUs and 1,920 performance‑based awards scheduled to vest within 12 months) |
| Total | 1,649,996 |
Change‑in‑Control (Double‑Trigger):
| Component | Term |
|---|---|
| Severance | 24 months’ base salary |
| Annual Cash Incentive | Earned for fiscal year of separation; Target if undetermined |
| Equity Awards | Immediate vesting of outstanding unvested time‑based and performance‑based awards per LTIP rules |
Estimated CIC Payout (as of Dec 31, 2024 assumption):
| Component | Amount (US$) |
|---|---|
| Salary Payment | 1,289,000 |
| Cash Incentive Payment | 644,500 |
| Outstanding or Unvested Equity Awards | 1,996,881 (includes 87,627 time‑based and 77,541 performance‑based awards) |
| Total | 3,930,381 |
Board Governance
- Role: Executive Director; Board Committees: None .
- Independence: Not independent due to CEO role; Non‑Executive Directors are all independent; Board Chair is independent; committees are 100% independent; executive sessions held regularly .
- Director compensation context: Non‑Executive Directors receive retainers and equity; 2024 average total non‑exec compensation $142,775; committee chair/member details disclosed; RSUs accrue dividend equivalents .
Say‑on‑Pay and Shareholder Feedback:
- 2024 AGM: 99.2% of votes cast approved NEO compensation; 97.54% supported annual say‑on‑pay frequency; ongoing investor engagement noted .
- Board recommends say‑on‑pay every 1 year .
Performance Context
Company Financials (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (US$) | 423,400,000 | 405,000,000 | 391,900,000 |
| EBITDA (US$) | 60,700,000* | 28,400,000* | 44,900,000* |
- Values retrieved from S&P Global.
Compensation Program Design and Governance:
- Majority of NEO compensation is variable/at‑risk; comprehensive benchmarking at least every three years; clawback policy; no hedging/pledging; minimum vesting periods; robust ownership guidelines .
Investment Implications
- Pay‑for‑performance alignment: High at‑risk mix (100% target bonus; 180% equity) tied to EBITA, cash conversion, revenue, EPS, and TSR encourages operational discipline and capital efficiency; strong shareholder support (99.2% say‑on‑pay) confirms alignment .
- Retention risk vs incentives: 12‑month notice and immediate vesting of time‑based RSUs upon separation reduce flight risk; however, sizable scheduled vesting in March windows (e.g., Mar 14/15/18/20) may create periodic supply overhang from vesting‑related selling .
- Change‑of‑control economics: 2x salary, target bonus, and accelerated vesting can be a manageable cost in strategic scenarios, but represent meaningful value transfer; investors should assess CIC sensitivities alongside LTIP performance trajectories .
- Ownership and alignment: Butcher’s beneficial ownership is sub‑1% but rising (156,576 shares as of Apr 1, 2025), with anti‑pledging/hedging policies and ownership guidelines supporting alignment; absence of disclosed pledging is positive .
- Execution track record: EPS awards have achieved maximum for certain years (e.g., 2021), while TSR outcomes have varied (e.g., bottom quartile in 2021, third decile in 2022), signaling mixed market‑relative performance despite internal EPS progress . Combined with revenue softness over 2022–2024, equity payout calibration warrants continued monitoring of EPS and TSR corridors relative to peers .