Clive Snowdon
About Clive Snowdon
Clive Snowdon is a Non-Executive Director at Luxfer Holdings PLC, age 71, serving since 2016. He chairs the Nominating & Governance Committee and serves on the Audit Committee, where he is designated a “financial expert.” He is a Chartered Accountant with a BA in Economics from the University of Leeds, and previously served as a UK public-company CEO with extensive M&A and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Umeco plc | Chief Executive | 1997–2011 | Led advanced composite materials provider; public-company CEO credentials |
| Shimtech Industries Group Limited | Executive Chairman | Until 2015 | Oversaw aerospace components group |
| Burnfield PLC | Managing Director (formerly Finance Director) | 1992–1997 | Operational and financial leadership |
| Hill & Smith Holdings plc | Senior Non-Executive Director | 2007–May 2016 | Chair Remuneration; member Audit and Nominating & Governance |
| Midlands Aerospace Alliance | Chairman | 2007–2016 | Regional aerospace industry leadership |
| Vickers plc; BTR plc; Hawker Siddeley Group | Senior positions | Not disclosed | Industrial operations and finance |
External Roles
| Organization | Role | Start–End | Notes |
|---|---|---|---|
| Cooper Parry Corporate Finance | Aerospace Industry Advisor | Current | Corporate finance advisory; sector expertise |
| Stratford Town Trust | Trustee | 2015–2023 | Non-profit governance; concluded 2023 |
| Other public company boards | — | — | None currently |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit; designated financial expert on Audit .
- Independence: Board affirmed all Non-Executive Directors (including Snowdon) are independent under NYSE/SEC standards; no disclosable related-party transactions or conflicts for director nominees .
- Attendance: The Board held seven regular meetings in 2024; all directors attended at least 93.8% of Board and committee meetings; all directors attended the 2024 AGM .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board and Committee meeting .
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 7 |
| Committee meetings (Audit / Remuneration / N&G) | 6 / 4 / 3 |
| Director attendance rate | ≥93.8% |
| Independence status | Independent |
| Audit “financial expert” designation | Yes |
Fixed Compensation
- Program structure: Non-Executive Directors receive cash retainers; no meeting or committee fees; additional retainer for Board Chair .
- 2024 retainers: $82,000 for Non-Executive Directors; $115,000 for Board Chair; no increase implemented for 2024 .
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Annual retainer (USD) | $82,000 | $82,000 | $82,000 | $82,000 |
| Committee/meeting fees | $0 | $0 | $0 | $0 |
| Clive Snowdon – Non-Executive Director Compensation (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash retainer | $82,000 | $82,000 | $82,000 | $82,000 |
| Equity awards (fair value) | $66,956 | $55,076 | $71,129 | $43,327 |
| Total | $148,956 | $137,076 | $153,129 | $125,327 |
Performance Compensation
- Award type: Annual, non-discretionary RSUs under the Non-Executive Directors Equity Incentive Plan; time-based vesting on the day prior to the following AGM; awards may accrue dividend equivalents in shares credited at vesting .
- Sizing and caps: Awards targeted as a percentage of retainer; maximum annual award updated to 150% of retainer (2024 policy), previously 100% (2021 policy) .
- No performance metrics are applied to director equity awards (time-based vest only) .
| EIP Structural Metrics | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Vesting schedule | Vests day before next AGM | Vests day before next AGM | Vests day before next AGM | Vests day before next AGM |
| Maximum award (% of retainer) | 100% | Not disclosed | Not disclosed | 150% |
| Performance conditions | None (time-based) | None | None | None |
| Dividend Equivalents Credited to Clive Snowdon (USD; shares) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Amount (USD) | $2,152.08 (98 shares) | $1,504 (97 shares) | $2,399 (168 shares) | $2,226 (255 shares) |
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public boards: Hill & Smith Holdings plc (Senior Non-Executive Director; Remuneration Chair; Audit and N&G member) .
- Interlocks/conflicts: The proxy discloses no related-party transactions for 2024 and states no director nominees have disclosable conflicts; no Snowdon-specific interlocks requiring disclosure .
| Company | Role | Status |
|---|---|---|
| Hill & Smith Holdings plc | Senior Non-Executive Director; Remuneration Chair; Audit & N&G member | Prior (ended May 2016) |
| Other public boards | — | None |
Expertise & Qualifications
- Chartered Accountant; BA in Economics (University of Leeds) .
- Financial expert on Audit Committee per SEC standards; financially literate under NYSE rules .
- Former UK plc CEO; deep M&A, governance, and aerospace industry experience .
Equity Ownership
- Beneficial ownership: 16,816 shares as of April 1, 2025, including 255 shares from dividend equivalents credited in 2024; shares held in an account owned solely by spouse; ownership is under 1% of outstanding shares .
- Unvested RSUs: 9,017 unvested RSUs as of December 31, 2024, including 186 dividend equivalents in shares .
- Ownership guidelines: Directors are expected to meet stock ownership guidelines within five years of appointment; guidelines prohibit hedging, pledging, short sales, margin accounts; individual compliance status not disclosed .
| Ownership Detail | 2021 | 2022 | 2023 | 2025 (latest table) |
|---|---|---|---|---|
| Beneficial shares | 7,459 | 9,336 (held in spouse’s account) | Not disclosed | 16,816; <1% |
| Unvested RSUs (year-end) | 3,594 | Not disclosed | 5,078 | 9,017 (Dec 31, 2024) |
| Pledging/hedging policy | Prohibited | Prohibited | Prohibited | Prohibited |
Governance Assessment
- Board effectiveness: As N&G Chair and Audit financial expert, Snowdon’s governance profile is strong, with high attendance and clear independence, enhancing oversight quality .
- Alignment: Director equity awards (RSUs) and stock ownership guidelines support alignment; dividend equivalents accrue in shares, reinforcing long-term focus .
- Compensation structure: No committee or meeting fees; equity grants time-vest without performance metrics; maximum award cap increased to 150% of retainer in 2024—reasonable but merits monitoring for pay-for-performance balance in a director context .
- Conflicts and red flags: The company reports no related-party transactions in 2024 and prohibits hedging/pledging; no Snowdon-specific conflicts disclosed. RED FLAGS: None disclosed (no pledging, no related-party transactions, no attendance issues) .