Graham Wardlow
About Graham Wardlow
Graham Wardlow, age 57, is Divisional Managing Director of Luxfer MEL Technologies (LMT). He became Managing Director of LMT in October 2017 following the merger of MEL Chemicals and Magnesium Elektron Alloys, and his title was updated to Divisional Managing Director effective January 1, 2025; he joined Magnesium Elektron in 1984, and previously led the Magnesium Elektron Alloys business (2008) and MEL Chemicals (May 2017). Wardlow holds a degree in Materials Engineering from Imperial College London and an MBA from Keele University . In 2024, his business unit’s performance was mixed: Management EBITA was at Target, Revenue was below Threshold, and Cash Conversion was above Target but below Maximum; at the Group level, 2024 Management EBITA was $48.1M and Revenue was $362.3M, with Cash Conversion capped at the Maximum, underscoring company-wide profitability and cash generation improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnesium Elektron | Various technical and commercial roles | 1984–2008 | Built technical and commercial foundations; progressed to leadership roles |
| Magnesium Elektron Alloys | Managing Director | 2008–2017 | Led alloys business pre-merger |
| MEL Chemicals | Divisional Managing Director | May 2017–Oct 2017 | Transitioned to divisional leadership ahead of merger |
| Luxfer MEL Technologies (MEL Chemicals + Magnesium Elektron Alloys) | Managing Director | Oct 2017–Dec 2024 | Oversaw merged business; Magnesium Powders incorporated in early 2022 to expand LMT scope |
| Luxfer MEL Technologies | Divisional Managing Director | Jan 2025–present | Continued divisional leadership with updated title reflecting scope |
External Roles
- No external public-company board roles are disclosed in the 2025 Proxy Statement for Wardlow .
Fixed Compensation
Multi-Year Compensation (Summary Compensation Table)
| Metric (US$) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 258,993 | 274,545 | 289,091 |
| Annual Cash Incentive | 191,999 | — | 106,848 |
| Annual Equity Awards (Grant-Date Fair Value) | 280,760 | 179,156 | 217,725 |
| All Other Compensation | 86,747 | 90,634 | 96,926 |
| Total Compensation | 818,499 | 544,335 | 710,590 |
2024 Target Compensation (Structure and Levels)
| Component | 2024 |
|---|---|
| Base Salary | $289,091 |
| Perquisites | $25,572 |
| Target Bonus (% of Salary) | 40% |
| Target Bonus (US$) | $115,636 |
| Target Equity Awards (% of Salary) | 65% |
| Target Equity Awards (US$) | $187,909 |
| Total Target Compensation | $618,209 |
- 2023 to 2024 base salary increased ~5.3% (from £220,500 to £226,100; FX-translated to US$) reflecting UK-based compensation adjustments .
Performance Compensation
Cash Incentive Design (Business Unit Leaders – Wardlow)
| Metric | Threshold (% of Base) | Target (% of Base) | Maximum (% of Base) |
|---|---|---|---|
| Cash Conversion | 7% | 14% | 28% |
| Management EBITA (Business Unit) | 10% | 20% | 40% |
| Revenue (Business Unit) | 3% | 6% | 12% |
| Total Potential | 20% | 40% | 80% |
- 2024 Target Cash Incentive: $115,636; Maximum: $231,272 .
- 2024 Performance Payout Factor: 92.4%; 2024 Cash Incentive Paid: $106,848 .
2024 Actual Performance vs Payout
| Metric | 2024 Actual | Payout Implication |
|---|---|---|
| Cash Conversion | Above Target, below Maximum | Contributed to payout but capped by framework |
| Management EBITA (Business Unit) | At Target | Supported payout at target on this component |
| Revenue (Business Unit) | Below Threshold | No payout for revenue component |
| Overall Payout Factor | 92.4% | Drives $106,848 incentive payout |
Equity Awards – 2024 Target Allocation and Vesting
| Award Type | Allocation (% of Target Equity) | Units (awards/options) | Vesting |
|---|---|---|---|
| Time-Based (UK: Options) | 40% | 7,240 | 4-year vest, 25% per year; grants 3/18/2024; UK options have $1.00 exercise price; first tranche vests 3/18/2025 |
| EPS Growth (Performance-Based) | 24% | 6,516 | Vests on 2nd anniversary of award communication date |
| TSR (Performance-Based) | 36% | 9,774 | Vests on 2nd anniversary of award communication date |
| Total Target Awards | 100% | 23,530 | As above; awards sized using $10.28 average price over 3 days before 3/18/2024 |
- UK-based executives (including Wardlow) received time-based awards as options with $1.00 exercise price, vesting in four equal annual installments beginning 3/18/2025 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Graham Wardlow | 41,663 | 1% or less |
Outstanding Options (as of 12/31/2024)
| Grant Year | Not Exercisable Options (#) | Unearned Options (#) | Exercise Price (US$) | Expiration |
|---|---|---|---|---|
| 2021 | 2,200 | — | 1.00 | Mar 15, 2027 |
| 2022 | 2,241 | 3,204 | 1.00 | Mar 14, 2028 |
| 2023 | 3,740 | 3,795 | 1.00 | Mar 20, 2029 |
| 2024 | 7,478 | 25,250 | 1.00 | Mar 18, 2030 |
Unearned Performance-Based Awards (Vesting Schedule)
| Vesting Date | Number of Performance-Based Equity Awards |
|---|---|
| Mar 14, 2025 | 3,204 |
| Mar 18, 2026 | 25,250 |
| Mar 20, 2026 | 3,795 |
Near-Term Vesting (12-Month Window Indicator)
| Type | Scheduled to Vest (12 months from 12/31/2024) |
|---|---|
| Time-based awards | 5,158 |
| Performance-based awards | 1,280 |
Ownership Policies and Alignment
- Stock Ownership Guidelines apply to Executive Officers; expected minimums tied to multiples of base salary with share retention ratios; compliance expected within five years of guideline effective date or appointment .
- Anti-pledging/anti-hedging: Company prohibits pledging Luxfer securities, margin accounts, monetization transactions, hedging, and short sales for covered persons (including executives) .
Employment Terms
Severance and Notice
| Scenario | Cash Severance | Annual Cash Incentive | Equity Treatment | Other Key Terms |
|---|---|---|---|---|
| Resignation with Good Reason | 12 months base salary | Actual earned for fiscal year or Target if not determinable; prorated | Immediate vesting of time-based awards scheduled to vest in 12 months; performance-based vest per LTIP formula | Applies to UK-based executives including Wardlow |
| Termination (other than Cause, Disability, death) | Payment in lieu of 12-month Notice Period (base salary) | Target level for fiscal year if not finalized | Immediate vesting of awards that would vest during Notice Period; UK-based treatment per LTIP (time-based lapse; performance-based per formula) | Total payout example: Salary $289,091; Cash Incentive $115,636; Equity $77,835; Total $482,562 |
| Change in Control (with termination/no equivalent role) | 18 months base salary | Target level if not finalized | Immediate vesting of all unvested time-based awards and performance-based awards per LTIP “change in control” rules | Total payout example: Salary $433,637; Cash Incentive $115,636; Equity $366,194; Total $915,467; double-trigger (termination + no equivalent offer) |
- Notice Period mechanics: Executives continue to receive compensation and vesting through Notice Period unless Company pays in lieu; UK-based execs have distinct equity treatment where unvested time-based awards lapse and performance-based follow LTIP formula upon termination without Cause .
Clawbacks and Risk Controls
- Executive Compensation Clawback Policy compliant with Exchange Act 10D and NYSE 303A.14 mandates recovery of erroneously awarded incentive compensation over a 3-year lookback following an accounting restatement; covers cash incentives tied to EBITA, Cash Conversion, Revenue, and performance-based equity (EPS, TSR); limited exceptions and documented recovery attempts required .
Performance & Track Record
- 2024 unit performance for LMT: EBITA at Target; Revenue below Threshold; Cash Conversion above Target but below Maximum, resulting in a sub-target payout factor (92.4%) for Wardlow’s cash incentive .
- Company-wide 2024 outcomes: Group Management EBITA $48.1M; Revenue $362.3M; Cash Conversion reached Maximum (capped), supported by profitability and strong cash generation; notable operational execution included two plant consolidations, demand recovery in Defense/First Response/Healthcare, and ~$13M legal cost recovery and property sale contributing to free cash flow .
Compensation Committee and Governance Context
- Remuneration Committee (independent): Chair Richard Hipple; members Patrick Mullen and Lisa Trimberger; engaged Meridian Compensation Partners as independent compensation consultant in 2024 .
- No hedging or pledging policy and comprehensive Stock Ownership Guidelines for executives and directors; annual advisory vote on executive compensation as part of governance framework .
- Director equity plan (EIP) shareholder approval highlighted: Directors’ Remuneration Policy approved with 99.38% votes at 2024 AGM (context for governance rigor; for directors) .
Investment Implications
- Alignment: Anti-pledging/hedging policies and stock ownership guidelines enhance alignment; Wardlow’s beneficial ownership (41,663 shares) indicates direct exposure, albeit <1% of outstanding shares .
- Incentive levers: Cash incentive tied to unit EBITA, Revenue, and Cash Conversion creates clear operating-performance linkage; 2024 payout at 92.4% reflects mixed unit outcomes—suggesting measured incentive sensitivity rather than outsized payouts .
- Vesting and potential selling pressure: UK option structure with $1 exercise price and notable near-term vesting (5,158 time-based; 1,280 performance-based within 12 months of 12/31/2024) may create periodic liquidity events; upcoming performance-based vesting dates in 2025–2026 warrant monitoring for insider activity windows .
- Retention and change-of-control economics: Good Reason and termination protections (12-month salary in UK; change-in-control 18 months salary plus equity acceleration) mitigate retention risk but present moderate CIC payout exposure; CIC terms require termination and lack of equivalent role, indicating a double-trigger design that tempers automatic acceleration .