Richard Hipple
About Richard Hipple
Independent non-executive director at Luxfer since November 2018; age 72. He is Chair of the Remuneration Committee and a member of the Audit Committee. Hipple previously served as Chairman and CEO of Materion Corporation (2006–2017) and holds a Bachelor of Engineering from Drexel University. He is deemed independent under NYSE standards and Luxfer’s policies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Materion Corporation | Chairman & CEO | 2006–2017 | Led a producer of advanced engineered materials; extensive M&A and transformation experience |
| Materion Corporation | President & COO | 2005–2006 | Executive leadership prior to CEO role |
| Steel industry (various firms) | Engineering/Planning/Ops/Sales | ~26 years (prior) | Broad operating, supply chain, and commercial experience |
| Ferro Corporation (prior public board) | Director | 2007–2018 | Board service at coatings/materials company |
External Roles
| Company/Institution | Role | Since | Committees/Notes |
|---|---|---|---|
| KeyCorp (NYSE: KEY) | Director; Audit Committee Chair; Nominating & Corporate Governance member | 2012 | Financial services; audit oversight leadership |
| Barnes Group (NYSE: B) | Director; Chairman of the Board (elected 2024); Comp & Management Development; Corporate Governance | 2017 | Global industrial manufacturer; board chair since 2024 |
| National Association of Corporate Directors | Member | n/a | Governance credentials |
| Cleveland Institute of Music | Chair Emeritus; Trustee | n/a | Non-profit governance |
| Greater Cleveland Partnership; MAPI | Director (prior/other) | n/a | Industry and civic engagement |
Board Governance
- Independence: Board confirms all non-executive nominees (including Hipple) are independent; committees are 100% independent; independent Board Chair; no hedging or pledging permitted.
- Committee assignments (2024–2025): Remuneration (Chair), Audit (Member). Hipple is financially literate under NYSE rules. No Remuneration Committee interlocks or related-party relationships requiring disclosure.
- Attendance/Engagement: Board held 7 regular meetings in 2024 (plus special meetings); all directors attended at least 93.8% of Board and committee meetings; all directors attended the 2024 AGM.
- Overboarding policy: “No Directors serve on more than 2 boards of other public companies” (Hipple serves on two—KeyCorp and Barnes—within policy).
- Compensation governance: Remuneration Committee engages Meridian as independent consultant; committee confirmed Meridian’s independence and lack of conflicts.
| Committee | 2024 Meetings | Hipple Role | Financial Literacy/Expertise |
|---|---|---|---|
| Audit | 6 | Member | Board determined Hipple is financially literate; Audit Committee chaired by Lisa Trimberger; Trimberger and Clive Snowdon designated “financial experts” |
| Remuneration | 4 | Chair | Committee oversight of pay-for-performance and human capital practices |
| Nominating & Governance | 3 | Not a member | Committee chaired by Clive Snowdon |
Fixed Compensation
| Year | Cash Retainer (US$) | Equity Awards (US$) | Total (US$) | Notes |
|---|---|---|---|---|
| 2024 | 82,000 | 43,327 | 125,327 | Annual retainers for non-exec directors were US$82,000; no extra fees for meetings or committee service; no increase to 2024 retainers. |
- Dividend equivalents credited upon vest for 2024 award: Hipple received an additional 255 shares valued at US$2,226 (excluded from the table totals).
Performance Compensation
Director equity is granted under the Non-Executive Directors Equity Incentive Plan (EIP); awards are time-based RSUs, typically granted on/after the AGM and vest at/just before the next AGM; dividend equivalents accrue during the vesting period. No performance metrics apply to director RSUs.
Context on executive pay metrics overseen by Hipple’s committee (not applied to director awards):
- 2024 performance-based equity (60% of target equity) split: 40% adjusted diluted EPS Growth and 60% relative TSR; max payout 250% (EPS Growth) and 200% (TSR).
- 2022 awards tied to EPS Growth and TSR with performance period through 2024 (time element to Mar 14, 2025); additional EPS awards tied to a withdrawn 2025 EPS goal are unlikely to be realized.
| Executive Metric (2024) | Weight | Max Payout | Notes |
|---|---|---|---|
| Adjusted Diluted EPS Growth | 40% of performance grant | 250% of Target | Performance plan period through 2025 year-end |
| Relative TSR | 60% of performance grant | 200% of Target | Performance plan period through 2025 year-end |
Other Directorships & Interlocks
| Company | Current Role(s) | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| KeyCorp (NYSE: KEY) | Director | Audit (Chair); Nominating & Corporate Governance (Member) | No related-party conflicts disclosed at Luxfer; Remuneration Committee reports no interlocks requiring disclosure. |
| Barnes Group (NYSE: B) | Director; Chairman of the Board (since 2024) | Compensation & Management Development; Corporate Governance | No related-party conflicts disclosed at Luxfer. |
- Luxfer states no director nominees have disclosable related-party transactions or conflicts of interest.
Expertise & Qualifications
- Executive leadership of a global advanced materials manufacturer (Materion), including business development, strategic transformations, and international M&A.
- Financial oversight: Audit Committee member at Luxfer; Audit Committee Chair at KeyCorp; determined financially literate under NYSE rules.
- Engineering and operations foundation: Bachelor of Engineering (Drexel); extensive steel industry operating and supply chain background.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Ordinary Shares) | 21,386 shares | As of April 1, 2025; includes 255 dividend-equivalent shares credited in 2024 (before issue cost/tax). Less than 1% of outstanding. |
| Unvested RSUs (Director EIP) | 9,017 units | As of Dec 31, 2024; includes 186 dividend equivalents accumulated. |
| Ownership Guidelines | In place; based on multiple of annual retainer; 5-year compliance window | Applies to directors; share retention ratios; posted on website. |
| Hedging/Pledging | Prohibited | Insider Trading & Dealing Policy bans hedging/pledging/margin accounts. |
Director Compensation (Program Structure)
- Structure: Combination of cash retainers and annual RSU awards to align with long-term shareholder value; no meeting fees; retainers unchanged for 2024 (US$82k for non-exec directors; US$115k for Board Chair).
- Average total non-exec director compensation in 2024: US$142,775; Hipple’s total: US$125,327 (retainer US$82,000; equity US$43,327).
Insider Trading Activity (Signal Check)
- Pattern: Annual RSU awards each June; RSU-to-share conversions around the same time; withholding/sale for taxes/liquidity. [Form 4 URLs in table above]
- 2025: Converted 9,207 RSUs to shares and sold 4,108 shares at $10.02 on 2025-06-05.
- 2024: Converted 5,218 shares with 2,611 withheld at $9.73 for taxes; RSU award of 8,831 units.
- 2023: Converted 5,149 shares with 2,440 withheld at $15.28; RSU award of 4,963 units.
Governance Assessment
Strengths
- Independent, experienced chair of Remuneration Committee with deep materials industry and public company board experience; financially literate; active audit oversight at KeyCorp.
- High attendance and full AGM participation; independent board and committees; robust anti-hedging/pledging policy; stock ownership guidelines support alignment.
- Remuneration Committee engages an independent consultant; no committee interlocks; strong pay-risk controls and clawback policy.
Watch items
- Time commitments: Simultaneous service as Barnes Group Board Chair and KeyCorp Audit Chair; however, within Luxfer’s overboarding policy (≤2 other public boards).
- Modest open-market sale in June 2025 following RSU vest (4,108 shares at $10.02); consistent with periodic liquidity events around vesting but worth monitoring alongside future awards and ownership levels.
Positive external governance signal
- Directors’ Remuneration Policy approved at 2024 AGM with 99.38% votes in favor (supports confidence in pay governance).