| INFORMATION AND CONCERNS RELATED TO COVID-192024 PROXY STATEMENT |
Although we plan to hold the Annual General Meeting in person, considering the ongoing public health concerns surrounding the COVID-19 pandemic, we may deem it necessary to hold the Annual General Meeting solely by means of remote communication (i.e., a virtual-only meeting) or as a hybrid meeting (i.e., permitting both virtual and limited in-person attendance). In the event of such necessity, we will announce the decision in a press release and will file additional proxy soliciting material with the SEC. The details will also be posted on our website at https://www.luxfer.com/. While the health and wellbeing of our stakeholders is our priority, we are also committed to ensuring that shareholders can exercise their right to vote. Due to the potential risks of attending the Annual General Meeting in person and restrictions on travel and public gatherings, we encourage our shareholders to vote by internet, phone, or mail.
QUESTIONS AND ANSWERS ABOUT THE
2024 ANNUAL GENERAL MEETING QUESTIONS AND ANSWERS This Proxy Statement relates to the solicitation of proxies by the Board of Directors of Luxfer Holdings PLC (“Luxfer” or the “Company”) to be used at the Annual General Meeting of Shareholders and any adjournments thereof. The meeting will be held at the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 8, 2022,6, 2024, at 2:00 p.m.8:30 a.m. BST.
The following are questions that Luxfer shareholders may have regarding the proposals being considered at the Annual General Meeting and brief answers to those questions. Luxfer urges you to carefully read this entire Proxy Statement and the appendices, as the information in this section does not provide all information that may be important to you. Q:Who can vote at the Luxfer Annual General Meeting? | Q: | Who can vote at the Luxfer Annual General Meeting? |
| A: | The Board has set the close of business, Eastern Standard Time, on April 14, 2022, as the Voting Record Date for the Annual General Meeting. At the close of business on the Voting Record Date, we had 28,238,101A: The Board has set the close of business, Eastern Daylight Time, on April 17, 2024, as the Record Date for the Annual General Meeting. At the close of business on the Record Date, we had [•] ordinary shares outstanding and entitled to vote. All Luxfer shareholders of record at the close of business on the Record Date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers, or other custodians are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the Voting Record Date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers, or other custodians are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the Voting Record Date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. |
Each ordinary share is entitled to one vote on each matter that is properly brought before the Annual General Meeting. Q:What is a proxy statement and what is a proxy? A: A proxy statement is a document that US Securities and Exchange Commission (“SEC”) regulations require us to provide when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy over the internet, by phone, or by signing and dating the proxy card and submitting it by mail. Q:Upon what am I being asked to vote at the Annual General Meeting? A: You are being asked to consider and vote upon the following ordinary resolutions: | Q:1. | What is a proxy statement and what is a proxy? |
| A: | A proxy statement is a document that U.S. Securities and Exchange Commission (“SEC”) regulations require us to provide when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person (a “proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy over the internet, by phone, or by signing and dating the proxy card and submitting it by mail. |
| Q: | Upon what am I being asked to vote at the Annual General Meeting? |
| A: | You are being asked to consider and vote upon the following ordinary resolutions: |
| 1. | To electre-elect Andy Butcher as a Director of the Company. |
| 2. | To electre-elect Patrick Mullen as a Director of the Company. |
| 3. | To re-electre-elect Richard Hipple as a Director of the Company. | | 4. | To re-elect Clive Snowdon as a Director of the Company. |
| 4.5. | To re-elect Richard Hipplere-elect Sylvia A. Stein as a Director of the Company. |
| 5.6. | To re-electre-elect Lisa Trimberger as a Director of the Company. |
| 6.7. | To approve the Directors’ Remuneration Policy. | | 8. | To approve, by non-bindingnon-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2021.2023. |
| 7.9. | To approve, by non-bindingnon-binding advisory vote, the compensation of Luxfer’sthe Company’s Named Executive Officers.Officers for the year ended December 31, 2023. |
| 8.10. | To approve, by non-bindingnon-binding advisory vote, the frequency of “Say-On-Pay”“Say-on-Pay” votes. |
| 9.11. | To ratify the re-appointmentre-appointment of PricewaterhouseCoopers LLP as the Independent Auditorindependent auditor of Luxfer Holdings PLCthe Company (the “Independent Auditor”) until conclusion of the 20232025 Annual General Meeting. |
| 10.12. | To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. |
| 11.13. | To approve the Company’sSecond Amended and Restated Long-Term Umbrella Incentive Plan. |
| 12. | To approve the Company’s Amended and Restated Non-ExecutiveLuxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. |
| | | 5  14. | To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the “Companies Act”). |
QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| | 2024 PROXY STATEMENT |
You are also being asked to consider and vote upon the following special resolutions: resolution: | 13.15. | Subject to (i) the consent of the holders of the deferred shares of £0.0001 each in the capital of the Company (the “Deferred Shares”) being duly obtained in accordance with Article 7 of the Company’s Articles of Association and (ii) the confirmation of the court, to approve the reduction of the issued share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares, each of which is fully paid up, and, of the amount by which the share capital is so reduced, an aggregate sum of £76,180.60 be repaid to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and the remaining amount be credited to the Company’s reserves. |
| 14. | Subject to Resolution 1314 being duly passed as a specialan ordinary resolution, andto authorize the capital reduction described therein taking effect, to approve amendment of the Company’s Articles of Association by deleting Article 5.2 and the definition of “Deferred Shares” set forth in Article 2.1. |
Q: | What is the recommendation of Luxfer’s Board of Directors? |
| A: | The Board of Directors unanimously recommends that you vote “for” Resolutions 1 - 7to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 9 - 14, and “every 1 year” for Resolution 8.573 of the Companies Act. |
Q:What is the recommendation of Luxfer’s Board of Directors? | Q: | What is the difference between a shareholder of record and a beneficial owner? |
A: The Board of Directors unanimously recommends that you vote “for” Resolutions 1 - 9 and 11 - 15, and “every 1 year” for Resolution 10. | A: | If your shares are registered directly in your name with Computershare Trust Company, N.A. (“Computershare”), you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian, you are considered the “beneficial owner” of shares held in “street name”. As a beneficial owner, you have the right to direct your broker, bank, or other custodian on how to vote your shares. |
Q:What is the difference between a shareholder of record and a beneficial owner? Q: | How do I vote my shares? |
A: If your shares are registered directly in your name with Computershare Trust Company, N.A. (“Computershare”), you are a “shareholder of record.” If your shares are held in a brokerage account or by a bank or other custodian, you are considered the “beneficial owner” of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank, or other custodian on how to vote your shares. | A: | Your vote is important. We encourage you to vote promptly, which may save us the expense of a second mailing. If you are a holder of record, you may vote your shares in any of the following ways: |
Q:How do I vote my shares? | · | By Internet:You may vote your shares via the website www.envisionreports.com/LXFR. You may vote via the internet 24 hours a day through 11:59 p.m. EST on June 7, 2022 (4:59 a.m. BST on June 8, 2022). You may confirm that the system has properly recorded your vote. If you vote via the internet, you do not need to mail a proxy card. You may incur costs, such as internet access charges, if you vote online. |
A: Your vote is important. We encourage you to vote promptly, which may save us the expense of a second mailing. If you are a shareholder of record, you may vote your shares in any of the following ways: | · | By Phone: Holders within the U.S., U.S. territories, and Canada may vote their shares toll free by calling 1-800-652-VOTE (8683). |
•By Internet. You may vote your shares via the website www.envisionreports.com/LXFR. You may vote via the internet 24 hours a day through 6:00 p.m. EDT on June5, 2024 (11:00 p.m. BST on June5, 2024). You may confirm that the system has properly recorded your vote. If you vote via the internet, you do not need to mail a proxy card. You may incur costs, such as internet access charges, if you vote online. | · | By Mail:You may vote your shares by marking, dating, and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. |
•By Phone. Holders within the US, US territories, and Canada may vote their shares toll free by calling 1-800-652-VOTE (8683). | · | In person at the Annual General Meeting:•By Mail. You may vote your shares by marking, dating, and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. •In Person at the Annual General Meeting. If you are a registered shareholder and choose not to vote via the internet, phone, or by mail, you may still attend the meeting and vote in person. If you vote prior to the meeting, you may still attend the meeting and vote in person. |
If you are a beneficial holder, the instructions that accompany your proxy materials will indicate how you may vote. If you wish to attend the meeting and vote in person, you must bring a legal proxy from the organization that holds your Luxfer ordinary shares or a brokerage statement showing ownership of Luxfer ordinary shares as of the close of business, Eastern StandardDaylight Time, on the Voting Record Date. Q:What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting? A: If you are a shareholder of record, you may vote by internet or phone until 6:00 p.m. EDT on June 5, 2024 (11:00 p.m. BST on June 5, 2024) or, if you are a shareholder of record and submit a proxy card by mail, the proxy card must be received at the address stated on the proxy card by June 5, 2024. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker, or other custodian. Q:How do I attend the Annual General Meeting? A: All shareholders of record, whether registered or beneficial, as of the close of business, Eastern Daylight Time, on the Record Date are invited to attend the Annual General Meeting. Representatives of institutional shareholders must bring a legal proxy or other proof that they are representatives of an institution that held shares as of the close of business, Eastern Daylight Time, on the Record Date and are authorized to vote on behalf of such institution. Q: | What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?Page 6 |
| A: | If you are a shareholder of record, you may vote by internet or phone until 11:59 p.m. EST on June 7, 2022 (4:59 a.m. BST on June 8, 2022) or, if you are a shareholder of record and submit a proxy card by mail, the proxy card must be received at the address stated on the proxy card by June 7, 2022. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker, or other custodian. |
| | | 2022 Proxy Statement 62024 PROXY STATEMENT |
Q:May I change or revoke my proxy? QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETINGA: If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:
•By voting via internet or phone at a later date than your previous vote but prior to the voting deadline of 6:00 p.m. EDT on June5, 2024 (11:00 p.m. BST on June5, 2024); Q: | How do I attend the Annual General Meeting? |
•By mailing a proxy card that is properly signed and dated later than your previous vote and that is received by June5, 2024; or | A: | All shareholders of record, whether registered or beneficial, as of the close of business, Eastern Standard Time, on the Voting Record Date are invited to attend the Annual General Meeting. Representatives of institutional shareholders must bring a legal proxy or other proof that they are representatives of an institution that held shares as of the close of business, Eastern Standard Time, on the Voting Record Date and are authorized to vote on behalf of such institution. |
Q: | May I change or revoke my proxy? |
| A: | If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways: |
| ▪ | By voting via internet or phone at a later date than your previous vote but prior to the voting deadline of 11:59 p.m. EST on June 7, 2022 (4:59 a.m. BST on June 8, 2022); |
| ▪ | By mailing a proxy card that is properly signed and dated later than your previous vote and that is received by June 7, 2022; or |
| ▪ | •By attending the Annual General Meeting and voting in person. |
If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions. Q:If my Luxfer ordinary shares are held in “street name” by my broker, bank, or other custodian, will my broker, bank, or other custodian vote my shares for me? A: Yes. If your Luxfer ordinary shares are held in “street name” by your broker, bank, or other custodian, only that holder can vote your Luxfer ordinary shares, and the vote cannot be cast unless you provide instructions to your broker, bank, or other custodian or obtain a legal proxy from your broker, bank, or other custodian. Please follow the directions provided by your broker, bank, or other custodian regarding how to instruct such person to vote your Luxfer ordinary shares. Q:What is the effect of broker non-votes and abstentions? A: A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to NYSE rules. If you do not provide voting instructions for matters considered “non-routine,” a broker non-vote occurs. If a broker does not receive voting instructions from you regarding non-routine matters, the broker non-vote will have no effect on the vote on such agenda items. For example, the ratification of the selection of the independent auditor is considered a routine matter, and your broker can vote for or against this resolution at its discretion, but the election of Directors is not considered routine for these purposes. Q:How will my shares be voted if I do not specify how they should be voted? A: If you submit a proxy to Luxfer-designated proxy holders and do not provide specific voting instructions, you instruct Luxfer-designated proxy holders to vote your shares in accordance with the recommendations of the Board of Directors. Q:How will voting on any other business be conducted? A: Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct Luxfer-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board of Directors. Q:What constitutes a quorum for the Annual General Meeting? A: A quorum is necessary to hold a valid meeting of shareholders. Our Articles of Association require a quorum of two members present in person or by proxy and entitled to vote in order to transact business at a general meeting. A shareholder that is a company is to be considered present if it is represented by a duly authorized representative. | Q: | If my Luxfer ordinary shares are held in “street name” by my broker, bank, or other custodian, will my broker, bank, or other custodian vote my shares for me?Page 7 |
| A: | Yes. If your Luxfer ordinary shares are held in “street name” by your broker, bank, or other custodian, only that holder can vote your Luxfer ordinary shares, and the vote cannot be cast unless you provide instructions to your broker, bank, or other custodian or obtain a legal proxy from your broker, bank, or other custodian. Please follow the directions provided by your broker, bank, or other custodian regarding how to instruct such person to vote your Luxfer ordinary shares. |
Q: | What is the effect of broker non-votes and abstentions? |
| A: | A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to NYSE rules. If you do not provide voting instructions for matters considered “non-routine,” a broker non-vote occurs. If a broker does not receive voting instructions from you regarding non-routine matters, the broker non-vote will have no effect on the vote on such agenda items. For example, the ratification of the selection of the independent auditor is considered a routine matter, and your broker can vote for or against this resolution at its discretion, but the election of Directors is not considered routine for these purposes. |
Q: | How will my shares be voted if I do not specify how they should be voted? |
| A: | If you submit a proxy to Luxfer-designated proxy holders and do not provide specific voting instructions, you instruct Luxfer-designated proxy holders to vote your shares in accordance with the recommendations of the Board of Directors. |
Q: | How will voting on any other business be conducted? |
| A: | Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct Luxfer-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board of Directors. |
| | 7 | 2024 PROXY STATEMENT |
QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Q: | What constitutes a quorum for the Annual General Meeting? |
| A: | A quorum is necessary to hold a valid meeting of shareholders. Our Articles of Association require a quorum of two members present in person or by proxy and entitled to vote in order to transact business at a general meeting. A shareholder that is a company is to be considered present if it is represented by a duly authorized representative. |
Your shares will be counted towards the quorum if you submit a proxy or vote at the Annual General Meeting. If there is not a quorum, the Annual General Meeting shall be adjourned to another day (being not less than 10 days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place as the Chair of the meeting may decide. Q:What happens if the Annual General Meeting is adjourned or postponed? Q: | What happens if the Annual General Meeting is adjourned or postponed? |
A: Your proxy will still be effective and will be voted at the rescheduled Annual General Meeting. You will still be able to change or revoke your proxy until it is voted. | A: | Your proxy will still be effective and will be voted at the rescheduled Annual General Meeting. You will still be able to change or revoke your proxy until it is voted. |
Q:How can I find the results of the Annual General Meeting? Q: | How can I find the results of the Annual General Meeting? |
| A: | A: Preliminary results will be announced at the Annual General Meeting. Results will also be published in a current report on Form 8-K to be filed with the SEC within four business days after the meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available. Q:Why did I receive more than one set of proxy materials or multiple proxy cards? A: You may have received multiple sets of proxy materials if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker, or other custodian, and you will vote in accordance with the instructions set forth in the materials you receive from your bank, broker, or other custodian. Please vote your proxy for each separate account you have. Q:Why did my household receive only one copy of the proxy materials? A: We take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at investorvote@computershare.com (please include “Proxy Materials Luxfer Holdings PLC” in the subject line and include your full name and address). A separate copy will promptly be provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address provided above.
| | 2024 PROXY STATEMENT |
2024 PROXY STATEMENT SUMMARY This summary includes information contained elsewhere in this Proxy Statement. We urge you to carefully read the remainder of this Proxy Statement, including the attached appendices, as this summary does not provide all the information that may be important to you with respect to matters being considered at the Annual General Meeting. Results willSee also be published in a current reportthe section entitled “Where You Can Find More Information” on Form 8-K to be filed with the SEC within four business days after the meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.page 98. |
Q: | Why did I receive more than one set of proxy materials or multiple proxy cards? |
| A: | You may have received multiple sets of proxy materials if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker, or other custodian, and you will vote as indicated in the materials you receive from your bank, broker, or other custodian. Please vote your proxy for each separate account you have. |
Q: | Why did my household receive only one copy of the proxy materials? |
| A: | We take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at investorvote@computershare.com (please include “Proxy Materials Luxfer Holdings PLC” in the subject line and include your full name and address). A separate copy will promptly be provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address shown above. |
PROXY STATEMENT SUMMARY
This summary includes information contained elsewhere in this Proxy Statement. We urge you to carefully read the remainder of this Proxy Statement, including the attached appendices, as this summary does not provide all the information that may be important to you with respect to matters being considered at the Annual General Meeting. See also the section entitled “Where You Can Find More Information” on page 85.
The Annual General Meeting of Luxfer shareholders will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane), on Wednesday,Thursday, June 8, 2022,6, 2024, at 2:00 p.m.8:30 a.m. BST. Ordinary Resolutions:ORDINARY RESOLUTIONS
| Our Board of
Directors
Recommends
You Vote: | 1. | To electre-elect Andy Butcher as a Director of the Company. |  
| FOR | 2. | To electre-elect Patrick Mullen as a Director of the Company. |
| FOR | 3. | To re-electre-elect Richard Hipple as a Director of the Company. |
| FOR | 4. | To re-elect Clive Snowdon as a Director of the Company. |
| FOR | 4.5. | To re-elect Richard Hipplere-elect Sylvia A. Stein as a Director of the Company. |
| FOR | 5.6. | To re-electre-elect Lisa Trimberger as a Director of the Company. |
| FOR | 6.7. | To approve the Directors’ Remuneration Policy. |
| FOR | 8. | To approve, by non-bindingnon-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2021 (the “Directors’ Remuneration Report”).2023. |
| FOR | 7.9. | To approve, by non-bindingnon-binding advisory vote, the compensation of the Company’s Named Executive Officers (the “Named Executive Officers”).for the year ended December 31, 2023. |
| FOR | 8.10. | To approve, by non-bindingnon-binding advisory vote, the frequency of “Say-On-Pay”“Say-on-Pay” votes. |  
| EVERY 1 YEAR | 9.11. | To ratify the re-appointmentre-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the “Independent Auditor”) of the Company until conclusion of the 20232025 Annual General Meeting. |
| FOR | 10.12. | To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. |
| FOR | 11.13. | To approve the Company’sSecond Amended and Restated Long-Term Umbrella Incentive Plan. | | FOR | 12. | To approve the Company’s Amended and Restated Non-ExecutiveLuxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. |
| FOR | Special Resolutions14. | To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the “Companies Act”). |
| FOR | SPECIAL RESOLUTION | | | 13.15. | Subject to (i) the consent of the holders of the deferred shares of £0.0001 each in the capital of the Company (the “Deferred Shares”) being duly obtained in accordance with Article 7 of the Company’s Articles of Association and (ii) the confirmation of the court, to approve the reduction of the issued share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares, each of which is fully paid up, and that, of the amount by which the share capital is so reduced, an aggregate sum of £76,180.60 be repaid to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and the remaining amount be credited to the Company’s reserves. | | FOR | 14. | Subject to Resolution 1314 being duly passed as a specialan ordinary resolution, andto authorize the capital reduction described therein taking effect,Board of Directors to approve amendmentissue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Company’s ArticlesCompanies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of Association by deleting Article 5.2 and the definition of “Deferred Shares” set forth in Article 2.1.Companies Act. |
| FOR |
Only Luxfer shareholders of record at the close of business, Eastern StandardDaylight Time, on April 14, 202217, 2024 (the “Voting Record“Record Date”) are eligible to receive notice of and vote at the AGM. If you are the beneficial owner of Luxfer ordinary shares (i.e., you hold Luxfer ordinary shares in “street name”) as of the Voting Record Date, you will have the right to direct your
| | 2024 PROXY STATEMENT |
broker, bank, trust, or other nominee on how to vote such shares at the AGM. If you are a shareholder of record or a beneficial owner as of the Voting Record Date, we encourage you to cast your vote as soon as possible in one of the following ways:  
|  
|  
|  
| VOTE BY INTERNET
www.envisionreports.com/LXFR
| VOTE BY PHONE 1-600-652-VOTE
1-800-652-VOTE (8683)
*Available to U.S.US and Canadian holders only
| VOTE BY MAIL
See Proxy Card
| VOTE IN PERSON |
WE ENCOURAGE YOU TO VOTE YOUR SHARES BY SUBMITTING A PROXY AS SOON AS POSSIBLE. IF YOU PLAN TO SUBMIT A P ROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET NO LATER THAN 6:00 P.M. EDT ON JUNE 5, 2024 (11:00 P.M. BST ON JUNE 5, 2024) OR, IF YOU ARE VOTING BY MAIL, YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD BY JUNE 5, 2024. | | 9 | |
PROXY STATEMENT SUMMARY
20212023 BUSINESS AND PERFORMANCE HIGHLIGHTS |
Fiscal year 2021 was defined byDespite a 4.3% decline in full-year GAAP Net Sales and a GAAP net loss from continuing operations of $0.10 per diluted share (2022: net income of $1.16 per diluted share), the Luxfer team executed effective cost mitigation and cash conservation programs to achieve sequentially lower net debt and deliver strong end-market demand, supply chain challenges,free cash flow in the second half. Throughout 2023, the Company launched new products and entered new markets across a highly competitive labor market,variety of applications, including large format heater meals and the evolving impacts from COVID-19. Despite this backdrop, we delivered strong business resultscylinder bundles for the year, includingtransportation of bulk gases, and increased sales and our output in key markets, such as pharmaceuticals and SCBA composite cylinders. We also substantially reduced our carbon emissions, exceeding our goal of a 15.2% sales increase, 7.5% organic revenue growth,20% reduction by 2025; reduced our lost time accidents; and a 17.6% EBITDA increase.2 Full year cash flow was strong even after making a totalimplemented lean operation improvements to mitigate the impact of $18.2 million in payments to our U.K. pension to achieve zero pension deficit basedmaterial costs and competitive pressures on our 2021 tri-annual valuation. Our net debt finished the year at $53.4 million, a slight expansion from the prior year, with a net debt to EBITDA ratio of 0.8 times. On a trailing twelve-month basis, we delivered 17.4% ROIC from adjusted earnings.businesses. We also returned approximately $20$16 million to shareholders through dividends and share buybacks throughout 2023. In addition, we finished the year. These results demonstrate that 2021 was another solid year of balance sheet strengthand entered 2024 on several notable highs, including signing new agreements with operating cash flow generation, improved pension performance and position, and completion of a new five-year revolving credit facility. Despite lingering uncertainties and supply chain constraints related to the pandemic, our strong balance sheet affords us greater flexibility and better positioning to create additional valuemajor SCBA customers, confirming insurance coverage for our shareholders in 2022.
ongoing legal matter, and anticipating benefit from improved magnesium supply. | Name | Age | Independent | Director Since | Board Committee Membership | | Andy Butcher (CEO) | 53 | | 2022 | None | | Patrick Mullen (Board Chair) | 57 | | 2021 | Nominating & Governance; Remuneration | | Clive Snowdon | 69 | | 2016 | Nominating & Governance (Chair); Audit | | Richard Hipple | 69 | | 2018 | Remuneration (Chair); Audit | | Lisa Trimberger | 61 | | 2019 | Audit (Chair); Remuneration |
The Company wishes to highlight the following Board transitions:
| · | Alok Maskara, who has served as Chief Executive Officer and a member of Luxfer’s Board since May 2017, has elected to leave the Company in pursuit of another opportunity. With unanimous approval from the Board, Andy Butcher was named Chief Executive Officer and a member of Luxfer’s Board of Directors, effective May 6, 2022. |
| · | Patrick Mullen was appointed as a Non-Executive Director in September 2021. Mr. Mullen was identified as a potential new Director due largely to his executive management and leadership experience and his extensive global industrial and engineering background. As of January 1, 2022, he serves as a member of the Nominating and Governance Committee and the Remuneration Committee. |
| · | David Landless, who was elected to the Board in 2013 and served as Board Chair since 2019, announced his decision not to stand for re-election at the 2022 Annual General Meeting. Mr. Landless’ retirement is in accordance with the Company’s Corporate Governance Guidelines, which advise retirement of Directors after nine years of service. Effective March 11, 2022, the Board appointed Mr. Mullen to succeed Mr. Landless as Board Chair. Mr. Mullen will continue to serve as a member of the Nominating and Governance Committee and the Remuneration Committee. |
| · | Allisha Elliott, who was elected to the Board in 2019, resigned from the Board effective December 31, 2021. Ms. Elliott’s resignation was not the result of any disagreement with management or the Board, but rather, was driven by personal considerations. |
Name | Age | Independent | Director Since | Board Committee Membership | Andy Butcher Chief Executive Officer | 55 | | 2022 | None | Patrick Mullen Board Chair | 59 |
| 2021 | Nominating & Governance; Remuneration | Richard Hipple | 71 |
| 2018 | Remuneration (Chair); Audit | Clive Snowdon | 70 |
| 2016 | Nominating & Governance (Chair); Audit | Sylvia A. Stein | 58 |
| 2022 | Audit; Nominating & Governance | Lisa Trimberger | 63 |
| 2019 | Audit (Chair); Remuneration |
For more information on our Directors, please see “Directors Standing for Election or Re-Election” Re-Election” on page 34. 30. 2 | Organic revenue growth and EBITDA are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A. |
PROXY STATEMENT SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS |
Luxfer is committed to strong corporate governance practices and policies, which support effective Board leadership and prudent management practices. Key features of our corporate governance practices include the following: •Annual election of all Directors, with majority voting in uncontested Director elections; •All Director nominees are independent, except for our CEO; •Independent Board Chair; •Independent Audit, Nominating and Governance, and Remuneration Committees; | · | Annual election of all Directors, with majority voting in uncontested Director elections;Page 10 |
| · | All Director nominees are independent, except for our CEO;2024 PROXY STATEMENT |
| · | Independent Board Chair; |
| · | Independent Audit, Nominating and Governance, and Remuneration Committees; |
| · | No Director nominees have disclosable related party transactions or conflicts of interest; |
| · | Robust risk oversight by the full Board, with specific responsibilities delegated to the relevant Board Committees; |
| · | Purposeful inclusion of key risk areas on Board and/or Committee agendas, enabling continuous Board oversight of risk mitigation; |
| · | Engagement with business leaders to discuss short-term and long-term strategic opportunities and associated risks; |
| · | Annual advisory vote on executive compensation; |
| · | Incentive compensation includes design features intended to balance “Pay for Performance” with the appropriate level of risk taking; |
| · | Commitment to Board refreshment and diversity; |
| · | Range of Director tenures and experience facilitate effective oversight and a balance between historical experience and fresh perspectives; |
| · | Annual Board and Committee self-assessments to enable evolution and improvement of Board skill and perspective; |
| · | Annual review of Committee Charters and Corporate Governance Guidelines to ensure alignment with best practices; |
| · | Stock Ownership Guidelines for Directors and Executive Officers to encourage investment in the Company and alignment with shareholder interests; |
| · | Provisions on overboarding for Directors; |
| · | Policies prohibiting hedging, pledging, short sales, and margin accounts in relation to Company securities; and |
| · | Commitment to health, safety, and environmental sustainability. |
•No Director nominees have disclosable related party transactions or conflicts of interest; •Robust risk oversight by the full Board, with specific responsibilities delegated to the relevant Board Committees; •Purposeful inclusion of key risk areas on Board and/or Committee agendas, enabling continuous Board oversight of risk mitigation; •Regular engagement with business leaders to discuss short-term and long-term strategic opportunities and associated risks; •Annual advisory vote on executive compensation; •Incentive compensation includes design features intended to balance “Pay for Performance” with the appropriate level of risk taking; •Commitment to Board refreshment and diversity; •Range of Director tenures and experience facilitate effective oversight and a balance between historical experience and fresh perspectives; •Annual Board, Committee, and Director evaluations to enable evolution and improvement of Board skill and perspective; •Annual review of Committee Charters, Corporate Governance Guidelines, and other key governance policies to ensure alignment with best practices; •Stock Ownership Guidelines applicable to Directors and Executive Officers to encourage investment in the Company and alignment with shareholder interests; •Provisions on overboarding for Directors; •Policies prohibiting hedging, pledging, short sales, and margin accounts in relation to Company securities; and •Commitment to health, safety, and environmental sustainability, including Board-level oversight of the Company’s strategic sustainability initiatives. For more information on Corporate Governance, please see the section entitled ““Luxfer’s Board of Directors and Corporate Governance” on page 41. 30. ENVIRONMENT, SOCIAL AND GOVERNANCE HIGHLIGHTS |
OurIn December 2024, we will publish our Sustainability Report, a biennial report highlighting our ongoing efforts to drive sustainability in our operations. Building on our inaugural ESG Reportreport published in 2020 establishedand our second report published in 2022, the Sustainability Report will continue to include (i) more granular environmental goals which we aim to achieve by 2025. In 2021, the Board focused on our efforts to promote long-term shareholder valueand social data through our actions in ESG, including investments in projects that would have the most impact on our carbon footprint. We look forward to providing further details2023; (ii) an update on our progress in an updated ESG Reporttowards meeting our 2025 Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; and (iv) insight into new and ongoing sustainability initiatives. We invite you to be published in late 2022. read more about our sustainability practices at https://www.luxfer.com/environment-social-and-governance/.
Key features of our 2021 ESGLuxfer’s sustainability practices and efforts in 2023 include: •Board oversight of ESG matters, including strategic planning, risks, and opportunities, with regular updates from the CEO and senior management; | · | Board’s oversight of ESG matters, including strategic planning, risks, and opportunities, with regular updates from the CEO and senior management; |
| · | Targeted investments in new projects and technology to reduce our carbon footprint and increase operational efficiencies; |
| · | Implementation of our Company-wide ESG balanced scorecard to collect detailed data and track progress on CO2, waste, water, social, and governance KPIs; |
| · | Biannual ESG scorecard reviews with the CEO, senior management, and environmental, health, and safety team members; |
| · | Carbon Life Cycle Analyses on key products to improve product sustainability; |
| · | New requirements for suppliers and distributors to attest compliance with our Third Party Code of Conduct; |
| · | Increased talent, investment, and resources for IT security; |
| · | Expanded diversity, equity, and inclusion recruitment practices and increased diversity training; |
| · | Demonstrated track record of safety performance; and |
| · | •Strategic investments in new projects and technology to reduce our carbon footprint and increase operational efficiencies; •Biannual ESG scorecard reviews with the CEO, senior management, and environmental, health, and safety team members; •Decreased total scope 1 and scope 2 emissions 49% from 2019 baseline; •Decreased waste-to-landfill 34% from 2019 baseline; •Increased retention, talent acquisition, investment, and resources for IT security; •Expanded diversity, equity, and inclusion recruitment practices and increased diversity training; •Identified and partnered with local and/or regional organizations that align with Luxfer’s environmental and social initiatives; •Demonstrated track record of safety performance; and •Continued fostering of a performance culture with high ethical standards that values integrity, accountability, and innovation, and which is designed to encourage individual growth and operational effectiveness. |
For more information on Luxfer’s sustainability and ESG efforts, please see the section entitled “Environment,“Environment, Social and Human CapitalGovernance Initiatives” on page 46.44. | | Page 11 | |
PROXY STATEMENT SUMMARY
| | 2024 PROXY STATEMENT |
EXECUTIVE COMPENSATION HIGHLIGHTS |
The Remuneration Committee of Luxfer’s Board of Directors believes that the most effectiveOur executive compensation program aligns executive initiativesis designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with shareholders’ economic interests. The Committee seeks to accomplish this alignment by rewarding the achievement of specific annual, long-term,individual and Company performance, reward executives for achieving financial and strategic goals that create lasting shareholder value. Luxfer’sobjectives, and provide an appropriate balance between short-term and long-term and fixed and variable pay. A substantial portion of our Named Executive Officers’ compensation is variable and contingent on performance. In designing our executive compensation program, includes the followingestablishing performance measures, and setting executive compensation elements: (i)packages, we conduct benchmarking analyses, no less frequently than every three years but oftentimes annually, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary; (ii) non-equitysalary, annual cash incentive compensation; (iii) long-termopportunities, and target equity awards, are evaluated against compensation levels at our comparative peer group companies. While target incentive awards; (iv) pensionopportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or 401(k) contributions; (v) employee share purchase plans;below target levels. Our compensation programs are designed to provide an appropriate balance of short and (vi) other benefits, suchlong-term compensation, fixed and variable pay, and cash and equity-based compensation, as flex-perks and healthcare, life, and disability insurance coverage.well as reflect our philosophy of providing pay for performance.
2021 NAMED EXECUTIVE OFFICERS’ COMPENSATION STRUCTURE | | |
LuxferGenerally, the variable or at-risk pay earned by our executives in 2023 was lower than that earned in previous years. Despite achieving Maximum Cash Conversion, the Company as a whole achieved Management EBITA and Revenue at levels below Threshold. Lower cash incentive payouts were driven by challenging market conditions, including high raw material prices in magnesium and carbon fiber and continued to emphasize “Pay for Performance”weakness in 2021, specifically through non-equity incentive compensation for most employeesglobal industrial demand, which placed considerable pressure on delivery of Management EBITA and equity awards pursuant to the Long-Term Umbrella Incentive Plan (“LTIP”) for executives and senior management.Revenue in many business units. The LTIP ensures alignment between Luxfer’s management team and our shareholders, as the majority of LTIP awards are based upon the achievement of specific targets involving (i) earnings per share and (ii) relative total shareholder return, as measured against a group of the Company’s peers. In addition to LTIP awards, non-equity incentive compensation also incentivizes business performance as they are based upon the income and cash conversion of each Executive’s business unit or Luxfer’s overall performance, as applicable, and,periods with respect to Executives Officers other than the CEOperformance-based equity awards remain ongoing; however, the Company did not achieve any EPS Growth in 2023 and CFO, the Executive Officer’s individual balanced scorecard objectives. Given the Company’s strong financialrelative TSR performance as of December 31, 2023 was in 2021, the non-equity incentive compensation awarded in 2021 was higher than that in previous years, as most business units exceeded their Budget Management EBITA and Cash Conversion targets. Additionally, the equity awards granted to Executive Officers under the LTIP for fiscal 2021 performance are expected to be substantial, as the Company achieved a 25.2% adjusted earnings per share increase, exceeding the Maximum target for the year. The measurement period for the total shareholder return metric remains ongoing.3
First Quartile.2These Executive Compensation Highlights should be read in connection with the Executive Compensationexecutive compensation information included in this Proxy Statement, including the sections entitled “Executive“Executive Compensation Discussion and Analysis”Analysis” and “Executive“Executive Compensation Tables” (seeTables” on pages 5754 through 77).89. 3______________ | 2 | | Earnings Per Share (EPS) Growth and Management EBITA and Cash Conversion are non-GAAP measures. For a reconciliation and explanation of thesethis non-GAAP measures, see Appendix A. |
| | | 2022 Proxy Statement 122024 PROXY STATEMENT |
RESOLUTIONS 1-6 ORDINARY RESOLUTIONS
RESOLUTIONS 1 - 5: ELECTION OF
DIRECTORS
On the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the Directors listed below for election or re-electionre-election for a one-yearone-year term expiring on theupon completion of the 20232025 Annual General Meeting. Management has no reason to believe that any Directors named below would be unable to serve their full term if elected. Biographies of the Director nominees are included in the section entitled “Biographical Information” “Director Biographies” on page 35. 31. These biographies include, for each Director, their age; business experience; the publicly held and other organizations of which they are or have been Directors within the past five years; and a discussion of the specific experience, qualifications, attributes, or skills that led to the conclusion that each should serve as a Director. Resolutions 1 - 56 are ordinary resolutions. The text of Resolutions 1 - 56 are as follows: | 1. | To elect1.IT IS RESOLVED that Andy Butcher be re-elected as a Director of the Company.2.IT IS RESOLVED that Patrick Mullen be re-elected as a Director of the Company. 3.IT IS RESOLVED that Richard Hipple be re-elected as a Director of the Company. 4.IT IS RESOLVED that Clive Snowdon be re-elected as a Director of the Company. 5.IT IS RESOLVED that Sylvia A. Stein be re-elected as a Director of the Company. 6.IT IS RESOLVED that Lisa Trimberger be re-elected as a Director of the Company. |
| 2. | To elect Patrick Mullen as a Director of the Company. |
| 3. | To re-elect Clive Snowdon as a Director of the Company. |
| 4. | To re-elect Richard Hipple as a Director of the Company. |
| 5. | To re-elect Lisa Trimberger as a Director of the Company. |
Under our Articles of Association, the election or re-electionre-election of each Director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast on the relevant resolution will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of Directors named in this Proxy Statement. The Board of Directors recommends a vote “FOR” the election of each Director nominee. |
| | 13 | 2024 PROXY STATEMENT |
RESOLUTION 7 ORDINARY RESOLUTIONSAPPROVAL OF DIRECTORS’
REMUNERATION POLICY
RESOLUTION 6: DIRECTORS’
REMUNERATION REPORT
In accordance with SectionsAs required by sections 439 and 440 of the Companies Act, 2006,a company incorporated in England and Wales whose shares are publicly listed, whether in or outside of the UK, must submit its Directors’ Remuneration Policy to a binding shareholder vote at least once every three (3) years. The Directors’ Remuneration Policy was last approved at the 2021 Annual General Meeting, where 99.76% of the votes cast were cast in favor of approving the Directors’ Remuneration Policy. The Company’s proposed Directors’ Remuneration Policy is set out in the UK Annual Report and Accounts and is reproduced in Appendix B of this Proxy Statement.
Director remuneration is an important matter to the Board of Directors, the Remuneration Committee, and our shareholders. The Directors’ Remuneration Policy sets forth the Company’s forward-looking policy in relation to Director remuneration and describes the various components of the Executive and Non-Executive Directors’ remuneration. We believe our Director remuneration program provides competitive remuneration that motivates and rewards Directors for achieving strategic objectives that create long-term shareholder value. The key proposed changes to the Directors’ Remuneration Policy are as follows: •an increase in the maximum amount of equity awards that may be awarded to Non-Executive Directors, from 100% of the Non-Executive Director’s annual retainer fee to 150%; and •to ensure consistent application, removal of the clawback policies set forth in the Remuneration Policy, given that the Company maintains other policies related to the recovery of incentive or performance-based compensation, which are set forth in a standalone Executive Compensation Clawback Policy adopted in accordance with section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and section 303A.14 of the New York Stock Exchange Listed Company Manual, as well as award agreements applicable to equity awards and other incentive-based compensation issued pursuant to the Company’s Long-Term Umbrella Incentive Plan and Non-Executive Directors Equity Incentive Plan. In accordance with the Companies Act, the Directors’ Remuneration Policy has been approved by, and signed on behalf of, the Board of Directors, and, if approved, will be delivered to the Registrar of Companies for England and Wales following the Annual General Meeting. Subject to shareholder approval, the Directors’ Remuneration Policy will take effect immediately following the conclusion of the Annual General Meeting, without requiring further shareholder action. Once the Directors’ Remuneration Policy is approved, the Company may not make any remuneration payment to a current or prospective Director unless that payment is consistent with the Directors’ Remuneration Policy or has been approved by a separate shareholder resolution. Subject to approval and provided the Directors’ Remuneration Policy remains unchanged, it is valid for up to three (3) years. In the event the Directors’ Remuneration Policy is not approved for any reason, the Company will, to the extent permitted by the Companies Act, continue to make payments to Directors in accordance with the existing Directors’ Remuneration Policy and seek shareholder approval of a further revised Policy as soon as reasonably practical. Resolution 7 is an ordinary resolution. The text of Resolution 7 is as follows: 7.IT IS RESOLVED that the Directors’ Remuneration Policy be approved. Approval of the Directors’ Remuneration Policy requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the Directors’ Remuneration Policy. |
| | 2024 PROXY STATEMENT |
RESOLUTION 8 APPROVAL OF DIRECTORS’
REMUNERATION REPORT In accordance with sections 439 and 440 of the Companies Act, our shareholders have the opportunity to cast an advisory vote to approve the Directors’ Remuneration Report. Report for the year ended December 31, 2023. The Directors’ Remuneration Report is contained within the Company’s UK Annual Report and Accounts for the year ended December 31, 2023, which is furnished with this Proxy Statement and available on our website under “Annual Reports.” Resolution 68 is an ordinary resolution. The text of Resolution 68 is as follows: | 6. | To approve, by non-binding advisory vote, the Directors’ Remuneration Report. |
8.IT IS RESOLVED, by non-binding advisory vote, that the Directors’ Remuneration Report for the year ended December 31, 2023 be approved. As Resolution 68 is an advisory vote, the result of the vote is advisory only and will not be legally binding on the Board of Directors or any committee thereof to take any action or refrain from taking any action. However, our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote. The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the Directors’ Remuneration Report for the year ended December 31, 2021. 2023. |
| | | 2022 Proxy Statement 14Page 15 |
| | 2024 PROXY STATEMENT |
ORDINARY RESOLUTIONSRESOLUTION 9
APPROVAL OF EXECUTIVE
COMPENSATION RESOLUTION 7: EXECUTIVE
COMPENSATION
In accordance with the requirements of Sectionsection 14A of the Securities Exchange Act, of 1934as amended, and the related rules of the SEC and NYSE, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers disclosed in the sectionssection of this Proxy Statement entitled “Executive“Executive Compensation Discussion and Analysis” and “Executive Compensation Tables” on pages 57 through 77. page 54. Executive compensation is an important matter to the Board of Directors, the Remuneration Committee, and our shareholders. We have designed our executive compensation program to align executive and shareholder interests by rewarding the achievement of specific annual, long-term,long-term, and strategic goals that are intended to create long-termlong-term shareholder value. We believe that our executive compensation program (i) provides competitive compensation that will motivate and reward executives for achieving financial and strategic objectives; (ii) provides rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels; (iii) encourages growth and innovation; (iv) attracts and retains the Named Executive Officers and other key executives; and (v) aligns our executive compensation with shareholders’ interests through the use of long-term equity incentive awards. awards and other variable pay. The Remuneration Committee has overseen the development and implementation of our executive compensation program in line with the foregoing compensation objectives. The Remuneration Committee also continuously reviews, evaluates, and updates our executive compensation program to ensure that we provide competitive compensation that motivates the Named Executive Officers and other key executives to perform at their highest levels, while increasing long-term value to our shareholders. Resolution 79 is an ordinary resolution. The text of Resolution 79 is as follows: | 7. | To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers. |
9.IT IS RESOLVED, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2023 be approved. As Resolution 79 is an advisory vote, the result of the vote is advisory only and will not be legally binding on the Board of Directors or any committee thereof to take any action or refrain from taking any action. However, our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote. The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the compensation of the Named Executive Officers. Officers’ compensation for the year ended
December 31, 2023. |
| | 15 | Page 16 |
| | 2024 PROXY STATEMENT |
ORDINARY RESOLUTIONSRESOLUTION 10
RESOLUTION 8: “SAY-ON-PAY”FREQUENCY OF
“SAY-ON-PAY” VOTES
In accordance with the requirements of Sectionsection 14A of the Securities Exchange Act, of 1934as amended, and the related rules of the SEC and NYSE, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers. Resolution 810 affords shareholders the opportunity to cast an advisory vote on how often we should include a Say-On-Paysay-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in that meeting’s proxy statement (a “Say-On-Pay“Say-on-Pay Vote”). Under this Resolution 8,10, shareholders may vote to hold the Say-On-Paya Say-on-Pay Vote every year, every two years, or every three years. As an advisory vote, this proposal is not binding on Luxfer, the Board of Directors, or the Remuneration Committee. However, the Board of Directors and the Remuneration Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting Say-on-Pay Votes. At the 2023 Annual General Meeting, the Company’s shareholders voted to hold a Say-On-Pay Vote. Say-on-Pay Vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board. In light of these results and other factors, on June 7, 2023, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Board holds the next shareholder advisory vote on the frequency of Say-on-Pay Votes, which will occur at the 2024 Annual General Meeting. It is expected that the next Say-On-PaySay-on-Pay Vote will occur at the 20232025 Annual General Meeting. Resolution 810 is an ordinary resolution. The text of Resolution 810 is as follows: | 8. | To approve, by non-binding advisory vote, the frequency of “Say-On-Pay” votes. |
10. IT IS RESOLVED, by non-binding advisory vote, that a Say-on-Pay Vote be held every 1 year. As Resolution 810 is an advisory vote, the result of the vote is advisory only and will not be legally binding on the Board of Directors or any committee thereof to take any action or refrain from taking any action. However, our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote. The Board of Directors and the Remuneration Committee recommend a vote of “EVERY 1 YEAR” as to the frequency of Say-On-Pay votesSay-on-Pay Votes on executive compensation. |
| | | 2022 Proxy Statement 16Page 17 |
| | 2024 PROXY STATEMENT |
ORDINARY RESOLUTIONSRESOLUTION 11
RESOLUTION 9: APPOINTMENT OF
INDEPENDENT AUDITOR
The Audit Committee has selected and appointed PricewaterhouseCoopers LLP (“PwC”) to audit the Company’s financial statements for the fiscal year ending December 31, 2022.2024. The Board, upon the recommendation of the Audit Committee, is asking Luxfer shareholders to ratify the re-appointmentre-appointment of PwC as the Independent Auditor of the Company. Although approval is not required by our Articles of Association, the Board of Directors is submitting the re-appointmentre-appointment of PwC to our shareholders because we value our shareholders’ views on our Independent Auditor. If the re-appointmentre-appointment of PwC is not ratified by shareholders, it will be considered a notice to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different Independent Auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. In accordance with the Companies Act, 2006, any appointment of the Company’s Independent Auditor will continue to be subject to shareholder ratification. The Audit Committee is directly responsible for the appointment, remuneration, retention, and oversight of the Independent Auditor retained to audit the Company’s financial statements. PwC has been retained as the Company’s Independent Auditor since 2015. In determining whether to re-appointre-appoint PwC as the Company’s Independent Auditor, the Audit Committee took into account a number of factors, including PwC’s independence and objectivity; PwC’s capability and expertise in handling our industry, including the expertise and capability of the lead engagement partner; historic and recent performance, including the extent and quality of PwC’s communications with the Audit Committee; the results of management and Audit Committee assessmentsevaluations of PwC’s overall performance; the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peers; and the length of time that PwC has been engaged. Consistent with regular rotation requirements, a new lead engagement partner was appointed to lead PwC'sPwC’s audit of Luxfer'sLuxfer’s financial statements in 2020.for fiscal year 2024. The members of the Audit Committee and the Board of Directors believe that the continued retention of PwC as the Company’s Independent Auditor is in the best interests of the Company and our shareholders. We expect that a representative of PwC will be present at the Annual General Meeting and will have the opportunity to make a statement, if he or she desires,they so desire, as well as be available to respond to any questions. Resolution 911 is an ordinary resolution. The text of Resolution 911 is as follows: | 9. | To ratify the re-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of the Company until conclusion of the 2023 Annual General Meeting. |
Ratification of11. IT IS RESOLVED that the re-appointmentre-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of Luxfer Holdings PLCthe Company through conclusion of the 2025 Annual General Meeting be ratified.
Ratification of the re-appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for the year ending December 31, 20222024 requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. The Board of Directors and the Audit Committee recommend a vote “FOR” the ratification of the re-appointmentre-appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor through conclusion of the Company for 2022. 2025 Annual General Meeting. |
| | 17 | Page 18 |
| | 2024 PROXY STATEMENT |
ORDINARY RESOLUTIONSRESOLUTION 12
RESOLUTION 10: INDEPENDENT
AUDITOR’S
REMUNERATION The Board, upon the recommendation of the Audit Committee, is asking Luxfer’s shareholders to authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. The Audit Committee is directly responsible for the appointment, remuneration, retention, and oversight of the Independent Auditor retained to audit Luxfer'sLuxfer’s financial statements. The Audit Committee, with the input of management, is responsible for the audit fee negotiations associated with the Company’s retention of PricewaterhouseCoopers LLP. The Audit Committee and the Board of Directors believe that the remuneration level set for our Independent Auditor is competitive, on an absolute basis and as compared to the auditor’s peers, and is in the best interests of the Company and our shareholders. Resolution 1012 is an ordinary resolution. The text of Resolution 1012 is as follows: | 10. | To authorize12. IT IS RESOLVED that the Audit Committee of the Board of Directors be authorized to set the Independent Auditor’s remuneration. |
Authorization of the Audit Committee to set the Independent Auditor’s remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. The Board of Directors and the Audit Committee recommend a vote “FOR” the authorization of the Audit Committee to set the Independent Auditor’s remuneration. |
| | | 2022 Proxy Statement 18Page 19 |
| | 2024 PROXY STATEMENT |
ORDINARY RESOLUTIONSRESOLUTION 13
RESOLUTION 11: LONG-TERM UMBRELLA
APPROVAL OF THE SECOND
AMENDED AND RESTATED
NON-EXECUTIVE DIRECTORS
EQUITY INCENTIVE PLAN As an important retention tool and to align the long-termlong-term financial interests of the Company’s managementNon-Executive Directors with those of our shareholders, at the time of our initial public offering, we adoptedmaintain the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “LTIP”). By its terms, no further Awards may be granted under the LTIP after October 2, 2022. In addition, only 93,550 ordinary shares remain available for issuance under both the LTIP and the Luxfer Holdings PLC Non-ExecutiveNon-Executive Directors Equity Incentive Plan (the “Director EIP”“EIP”). GivenThe EIP, as amended and restated on June 8, 2022, was approved by 94.5% of the votes cast at our 2022 Annual General Meeting. As background, the EIP, as amended and restated on June 8, 2022, provides that continuation(i) its term will end on June 8, 2032; (ii) a maximum of long-term150,000 of our ordinary shares (“Shares”) can be issued with respect to awards granted under the EIP on or after June 8, 2022; and (iii) the value of annual non-discretionary equity incentive compensation is essential in attracting, retaining,awards granted to Non-Executive Directors may not exceed 100% of such Director’s annual cash retainer fee. As of April 1, 2024, approximately 90,700 Shares remained available for future grants under the EIP. Because awards to Non-Executive Directors are structured as a percentage of their annual cash retainer fee and motivating highly-qualified employees and executives,the Company’s Share price has fluctuated since the EIP was last approved by our shareholders, the pool of Shares available to satisfy awards will likely be exhausted by 2025. Furthermore, to increase the competitiveness of our Non-Executive Director remuneration program, the Remuneration Committee and the Board believehas proposed a $20,000 increase in the maximum value of non-discretionary equity awards that may be awarded to Non-Executive Directors under the EIP, which will slightly increase our Share usage under the EIP. Given that equity awards are a key component of our Non-Executive Director compensation program and essential in attracting, retaining, and compensating qualified Non-Executive Directors, the Board believes that it would be in the best interest of our shareholders to approve ana second amendment and restatement of the LTIPEIP to (i) extend its term;the term of the EIP through June 6, 2034; (ii) provide a fixed poolincrease the aggregate number of ordinary shares availableShares authorized for grant;issuance under the EIP to 450,000 Shares (i.e. an increase of 300,000 Shares); and (iii) update certain provisionsincrease the maximum annual equity awards that may be awarded to reflect changes in lawNon-Executive Directors to 150% of such Director’s annual cash retainer fee (as so amended and best practices since its adoption.restated, the “Second Amended and Restated EIP”). In accordance with the NYSE Listed Company Manual, which requires a company whose shares are listed on the New York Stock Exchange to submit material revisions to equity compensation plans (and any material revisions thereto) to a shareholder vote, the Board submits this Resolution 1113 to shareholders to approve an amendment and restatement of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Amended and Restated LTIP”). The material changes proposed in theSecond Amended and Restated LTIP include:EIP.
| ·
| Extending the term of the LTIP to June 8, 2032; |
| ·
| Providing for 1,400,000 Shares to be available for grant under the Amended and Restated LTIP on or after June 8, 2022, and decoupling the combined pool of Shares available for issuance under the LTIP and Director EIP; |
| ·
| Limiting the circumstances under which Shares underlying previously issued Awards may become available for reissuance; |
| ·
| Including a minimum vesting requirement of at least one year for all Awards, except that up to 5% of the Shares reserved under the Amended and Restated LTIP may be exempted from the minimum vesting period requirement; |
| ·
| Clarifying that the Awards granted under the Amended and Restated LTIP are subject to clawback policies and procedures, as set forth in the Award Agreement and the Directors’ Remuneration Policy; |
| ·
| Limiting the discretion of the Remuneration Committee to accelerate vesting of Awards; |
| ·
| Removing language related to the performance-based compensation exception under Section 162(m) of the Internal Revenue Code, which was eliminated by the Tax Cuts and Jobs Act of 2017; and |
| ·
| Clarifying that the Award Agreement may set forth minimum holding periods, specifically with respect to Performance-Based Awards, which Shares underlying such Awards must be held by the Participant for at least twelve months following the vesting, exercise, or lapse of transfer restrictions in respect of the Award. |
Specifically,As a reminder, the Amended and Restated LTIPEIP already includes the following best practices:practices, all of which would remain part of the Second Amended and Restated EIP that we are proposing shareholders approve:
| ·
| Prohibition on Repricing. The Amended and Restated LTIP•Prohibition on Repricing. The EIP explicitly prohibits repricing of Awards, including any Award granted in substitution for outstanding Awards previously granted if such action would be considered repricing. |
| ·
| Minimum Vesting Period. Awards granted have a minimum vesting period of at least one year, except that up to 5% of the Shares reserved under the Amended and Restated LTIP may be exempted from the minimum vesting period requirement. |
| ·
| Separate Fixed Pool. The aggregate number of Shares available under the Amended and Restated LTIP is fixed and separate from the Shares available under the Amended and Restated Director EIP. The Amended and Restated LTIP does not contain an “evergreen” provision that would automatically increase the number of Shares available for issuance. |
| ·
| No Liberal Share Recycling. The Amended and Restated LTIP provides that any Shares (i) surrendered to pay the exercise price of an Option, (ii) withheld by the Company or tendered by the Participant to satisfy tax withholding obligations with respect to any Award, (iii) covered by a Stock Appreciation Right issued under the Plan that are not issued in connection with settlement in Shares upon exercise, or (iv) purchased by the Company using Option exercise proceeds will not be added back, or recycled, to the Amended and Restated LTIP. |
| | 19 | |
•Separate Fixed Pool. The aggregate number of Shares available under the EIP is fixed and separate from the Shares available under the Company’s other equity plans. The EIP does not contain an “evergreen” provision that would automatically increase the number of Shares available for issuance. ORDINARY RESOLUTIONS•No Liberal Share Recycling. The EIP provides that any Shares (i) surrendered to pay the exercise price of an Option, (ii) withheld by the Company or tendered by the Participant to satisfy tax withholding obligations with respect to any Award, or (iii) purchased by the Company using Option exercise proceeds will not be added back, or recycled, to the EIP.
| ·
| No Dividends or Dividend Equivalents Paid on Unvested Awards. The Amended and Restated LTIP•No Dividends or Dividend Equivalents Paid on Unvested Awards. The EIP prohibits the payment of dividends or dividend equivalents on Awards until those Awards are earned and vested. |
| ·
| Awards Subject to Clawback and Forfeiture.Awards under the Amended and Restated LTIP are subject to the Company’s clawback policy (as described in more detail in this Proxy Statement and set forth in the Directors’ Remuneration Policy and Award Agreement), as well as any other forfeiture conditions determined by the Remuneration Committee and set forth in the Award Agreement or Plan. |
If the Amended and Restated LTIP is approved by our shareholders, (i) the Amended and Restated LTIP will govern the grant of Awards on or after June 8, 2022; (ii) no Shares that remained available for issuance under the LTIP prior to June 8, 2022 will be issued on or after June 8, 2022; and (iii) no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated LTIP on or after June 8, 2022. However, all outstanding Awards granted under the LTIP prior to June 8, 2022 will remain outstanding in accordance with their terms.
If shareholders do not approve the Amended and Restated LTIP, the LTIP will remain in effect through October 2, 2022, in accordance with its terms. As the LTIP has a ten year term, the Company would be unable to issue annual equity awards to its employees and executives in the coming years. In this event, the Remuneration Committee would be required to revise its compensation philosophy and devise other programs to attract, retain, and compensate employees and executives.
SUMMARY OF THE AMENDED AND RESTATED LTIP |
The following is a summary of the key terms of the Amended and Restated LTIP. A copy of the Amended and Restated LTIP, which shows the proposed revisions by way of comparison against the LTIP, is attached hereto as Appendix B and incorporated herein. The information regarding the Amended and Restated LTIP set forth in this Proxy Statement is qualified in its entirety by reference to the full and complete text of the Amended and Restated LTIP. Any inconsistences between the information set forth herein and the text of the Amended and Restated LTIP shall be governed by the text of the Amended and Restated LTIP.
Purpose
The purpose of the Amended and Restated LTIP is to (i) attract and retain high-quality employees in an environment where compensation levels are based on global market practice; (ii) align rewards of employees with returns to shareholders; and (iii) reward the achievement of business targets and key strategic objectives. The Amended and Restated LTIP is designed to serve these goals by providing such employees with a proprietary interest in pursuing the Company’s long-term growth, profitability, and financial success.
Term
Unless the Amended and Restated LTIP is earlier terminated by the Board, Awards may be granted under the Amended and Restated LTIP until June 8, 2032.
Types of Awards
The equity or equity-related awards under the Amended and Restated LTIP are based on our ordinary shares (“Shares”). The Amended and Restated LTIP allows for the grant of (i) stock options to acquire our Shares (“Options”); (ii) stock appreciation rights (“SARs”); (iii) restricted stock (“Restricted Stock Awards”); (iv) restricted stock units (“RSUs”); (v) equity-based or equity-related awards, other than Options, SARs, Restricted Stock Awards, or RSUs (“Other Stock-Based Awards”); and (vi) cash incentive awards (“Cash Incentive Awards”) (collectively referred to as “Awards”).
Administration
Our Remuneration Committee (or other committee as the Board may appoint) (the “Committee”) will administer the Amended and Restated LTIP. Consistent with the terms of the Amended and Restated LTIP, the administrator will have the power to determine to whom the Awards will be granted; determine the amount, type, and other terms of Awards; interpret the terms and provisions of the Amended and Restated LTIP and Award Agreements; accelerate the exercise, vesting, or transfer of the Awards in the event of death or Disability or in the event that the Committee determines the conditions to such vesting, exercisability, or transferability are impractical or unachievable; extend the term of the Awards; provide for the crediting of dividends or dividend equivalents with respect to any Award; delegate certain duties under the Amendedon Awards until those Awards are earned and Restated LTIP; and execute certain other actions authorized under the Amended and Restated LTIP.
ORDINARY RESOLUTIONS
Eligibility
Any employee of the Company or any of its subsidiaries is eligible for selection by Committee to receive an Award under the Amended and Restated LTIP (such a person who is selected to receive an Award is referred to herein as a “Participant”). As of December 31, 2021, the Company and its subsidiaries had approximately 1,300 employees worldwide.
Available Shares
The maximum aggregate number of Shares that may be issued pursuant to the Awards under the Amended and Restated LTIP on or after June 8, 2022 shall not exceed 1,400,000 Shares, subject to adjustments due to recapitalization, reclassification, or other corporate events, as provided in the Amended and Restated LTIP. If any Shares subject to an Award are forfeited, if any Award or any portion of an Award lapses or expires (including the unvested portion of any Award granted subject to performance targets, which fails to achieve its performance targets in full), or if any Award is settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture, lapse, expiration, or cash settlement, again be available for future grants of Awards under the Amended and Restated LTIP. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant and shall not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to any Award; (iii) Shares subject to a SAR that are not issued in connection with the settlement of the SAR in Shares upon exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. As of March 31, 2022, the market value of a Share was $16.80, representing the closing price on the NYSE on such day.
Awards
| ·
| Options. We may grant Options to Participants as determined by the Committee. Unless otherwise determined by the Committee, Options may vest based on the basis of continued employment (“Time-Based”) or may be subject to performance conditions as determined by the Committee (“Performance-Based”) or both. The exercise price of each Option granted under the Amended and Restated LTIP may not be less than the fair market value of Shares as of the date of grant with respect to any Option granted to a Participant that is a U.S. taxpayer. Options may not be exercised later than ten years from the date of grant. The Committee will determine the methods and form of payment for the exercise price of an Option (including, in the discretion of the Committee, net physical settlement or other method of cashless exercise). Unless otherwise determined by the Committee, Options will vest and become exercisable with respect to one-fourth of the Shares subject to the Award on each of the first four anniversaries from the date of grant, provided the Participant is continuously employed by us through each respective anniversary. Upon the termination of the Participant’s employment for any reason other than for Cause (as defined in the Amended and Restated LTIP), all unvested Shares subject to a Time-Based Option will lapse as of the termination date, and any Performance-Based Option will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. Except as otherwise provided in the Amended and Restated LTIP or in the applicable Award Agreement, the portion of any Option that is or becomes vested or exercisable as of the date of termination will lapse on the first anniversary of the date of termination of employment to the extent not theretofore. If the Participant’s employment is terminated for Cause, all Shares subject to an Option will lapse as of the termination. |
| ·
| SARs. A SAR is the right to an amount equal to the excess of the fair market value of Shares on the date of exercise over the exercise price of Shares subject to the SAR, settled in cash or Shares, as determined by the Committee at the date of grant. The Committee may grant Time-Based SARs and Performance-Based SARs. The exercise price of Shares subject to the SAR may not be less than the fair market value of Shares on the date of grant with respect to any SAR granted to a Participant that is a U.S. taxpayer. Unless otherwise determined by the Committee, SARs will vest and become exercisable with respect to one-fourth of the Shares subject to the Award on each of the first four anniversaries from the date of grant, provided the Participant is continuously employed by us through each respective anniversary. Upon the termination of the Participant’s employment for any reason other than for Cause, all unvested Shares subject to a Time-Based SAR will lapse as of the termination date, and any Performance-Based SAR will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. Except as otherwise provided in the Amended and Restated LTIP or in the applicable Award Agreement, the portion of any SAR that is or becomes vested or exercisable as of the date of termination will lapse on the first anniversary of the date of termination of employment to the extent not theretofore. If the Participant’s employment is terminated for Cause, all Shares subject to a SAR will lapse as of the termination. |
| ·
| Restricted Stock Awards. A Restricted Stock Award is a grant of Shares subject to vesting conditions, restrictions on transferability, and any other restrictions set forth in the Award Agreement. Except as otherwise determined by the Committee, the holder of a Restricted Stock Award will have the right to vote the Shares subject to the Restricted Stock Award during the vesting period. The Committee may grant Time-Based Restricted Stock Awards or Performance-Based Restricted Stock Awards. Unless otherwise determined by the Committee, Time-Based Restricted Stock Awards will vest and become exercisable with respect to one-fourth of the Shares subject to the Award on each of the first four |
| | 21 | |
ORDINARY RESOLUTIONS
| | anniversaries from the date of grant, provided the Participant is continuously employed by us through each respective anniversary. If the Participant’s employment with us is terminated for any reason, the unvested Time-Based Restricted Stock Awards will be forfeited as of the termination date. With respect to Performance-Based Restricted Stock Awards, upon a termination of a Participant’s employment for any reason other than for Cause, the Award will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. If the Participant’s employment with us is terminated for Cause, the Performance-Based Restricted Stock Awards will be forfeited. |
| ·
| RSUs. RSUs are rights to receive a number of Shares subject to the Award or the value thereof as of the specified date. The Committee may subject RSUs to restrictions to be specified in the Award Agreement. The Committee may grant Time-Based RSUs and Performance-Based RSUs. Unless otherwise determined by the Committee, Time-Based RSUs will vest and become exercisable with respect to one-fourth of the Shares subject to the Award on each of the first four anniversaries from the date of grant, provided the Participant is continuously employed by us through each anniversary. RSUs may be settled by delivery of Shares or cash equal to the fair market value of the specified number of Shares covered by the RSUs, or any combination thereof determined by the Committee at the date of grant. If the Participant’s employment with us is terminated for any reason, the unvested Time-Based RSUs will be forfeited as of the date of termination. With respect to Performance-Based RSUs, upon a termination of the Participant’s employment for any reason other than for Cause, the Award will vest pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the date of termination. If the Participant’s employment with us is terminated for Cause, the Performance-Based RSUs will be forfeited. |
| ·
| Other Stock Based Awards. The Committee may grant Other Stock Based Awards. The Committee will determine the terms and conditions applicable to grants of Other Stock Based Awards at the time of grant. An Other Stock Based Award may (i) involve the transfer of Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (ii) be Time-Based or Performance-Based, and (iii) be in the form of, without limitation, SARs, phantom stock, restricted stock, RSUs, performance shares, deferred share units or share-denominated performance units; provided, however, that each Other Stock Based Award shall be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the grant of such award. If the Participant’s employment with us is terminated for Cause, all outstanding Other Stock Based Awards will be forfeited. |
| ·
| Cash Incentive Awards. The Committee may grant Cash Incentive Awards, which may be settled in cash or in other property, including Shares, as determined by the Committee. Unless otherwise determined by the Committee, Cash Incentive Awards will be granted upon satisfaction of applicable performance conditions and will be deferred for at least two years, subject to continued service of the Participant and absence of the restatement of our financial results based on which such Cash Incentive Award was computed during the deferral period. If the Participant’s employment with us is terminated for Cause, all outstanding cash incentive Awards will be forfeited. |
| ·
| Dividends and Dividend Equivalents. No dividends or dividend equivalents will be paid to a Participant with respect to unvested Restricted Stock or RSUs. The Committee may, in its sole discretion, provide for the payment of dividends or dividend equivalents with respect to Restricted Stock and RSUs subject to the same restrictions, including but not limited to vesting, transferability or payment restrictions, that apply to the Restricted Stock and RSUs to which they relate. |
| ·
| Performance-Based Awards. The Committee may establish performance goals for Awards based on business criteria, including without limitation (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items); (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria; (iii) revenue or net sales; (iv) gross profit or operating gross profit; (v) cash flow; (vi) productivity or efficiency ratios; (vii) share price or total shareholder return; (viii) earnings per share; (ix) budget and expense management; (x) customer and product measures, including market share, high value client growth, and customer growth; (xi) working capital turnover and targets; (xii) margins; and (xiii) economic value added or other value added measurements. Each performance goal may be expressed on an absolute and/or relative basis and may be used to measure the performance of any individual or group of individuals, or the Company and its subsidiaries as a whole or any business unit of the Company or any subsidiary or any combination thereof, or compared to the performance of a group of comparator companies, or a published or special index. Performance goals may be adjusted in the event of a stock split, recapitalization, or similar corporate transaction, and may exclude the impact of charges for restructurings, discontinued operations, unusual or non-recurring items, fluctuations in currency exchange rates and the cumulative effects of accounting changes, or such other factors as the Committee, in its sole discretion, deems appropriate. |
ORDINARY RESOLUTIONS
Miscellaneous
| ·
| Tax Withholding. Subject to the Committee’s approval, statutory tax withholding with respect to an Award may be satisfied by withholding from any payment related to an Award, by withholding Shares deliverable pursuant to the Award, or by tender by the Participant of Shares owned by such Participant for at least six months. |
| ·
| Mergers, Certain Changes in Capital Structure, or Change in Control. If any change is made to our capital structure without fair market value consideration, such as a stock split, subdivision, combination, reclassification, or similar change, which results in a change in the number of outstanding Shares or an extraordinary cash dividend or distribution, appropriate adjustments may be made by the Committee to (i) the number of Shares available for Awards, (ii) the exercise prices of Options and SARs, and (iii) the number of Shares subject to any outstanding Awards. The Committee will also have the discretion to make certain adjustments to Awards in the event of certain mergers. Upon occurrence of certain transactions, such as dissolution, liquidation, sale of all or substantially all of our assets, or merger in which we are not a surviving corporation, the Committee may provide for the cancellation or exchange of the Awards for some or all of the property received by the shareholders in a transaction. In the event of a change in control, (i) all Time-Based Awards will become fully vested and exercisable or settled and (ii) all Performance-Based Awards will become vested and exercisable or settled pro rata based on the elapsed portion of the applicable performance period and our actual performance as of the change in control. |
| ·
| Clawback. Each Award granted under the Amended and Restated LTIP shall be subject to the Company’s clawback policies and procedures, as set forth in the Award Agreement and Luxfer’s Directors’ Remuneration Policy. |
| ·
| No Repricing. Notwithstanding any provision of the Amended and Restated LTIP to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule). |
| ·
| Minimum Vesting Requirement. The Amended and Restated LTIP contains a minimum vesting period for Awards of at least one year; provided that, to the extent determined by the Committee, the minimum vesting period will not apply to Awards covering, in the aggregate, no more than 5% of the Shares reserved for issuance under the Amended and Restated LTIP. |
| ·
| Limited Transferability of Awards. Awards granted under the Amended and Restated LTIP may not be transferred other than upon the death of the Participant. |
Termination and Amendment
The Board may, at any time, suspend or discontinue the Amended and Restated LTIP or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval.
Summary of U.S. Federal Income Tax Consequences of Awards
| ·
| Options. A Participant who is granted an Option generally will not recognize any ordinary income at the time of grant. Upon exercise, the Participant recognizes ordinary income equal to the aggregate fair market value of the Shares subject to Option over the aggregate exercise price of such Shares. Any ordinary income recognized in connection with the exercise of an Option by a Participant is subject to payroll taxes. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
| ·
| Restricted Stock. A Participant generally will not recognize any ordinary income at the time a Restricted Stock Award is granted. When the restrictions lapse with regard to any portion of Restricted Stock, the Participant will recognize ordinary income in an amount equal to the fair market value of the Shares with respect to which the restrictions lapse, unless the Participant elected to realize ordinary income in the year the Award is granted in an amount equal to the fair market value of the Restricted Stock awarded, determined without regard to the restrictions. The amount of ordinary income recognized by the Participant is subject to payroll taxes. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
| ·
| RSUs, SARs, Cash Incentive Awards, and Other Stock Based Awards. A Participant generally will not recognize income at the time an Award of RSUs, SARs, Cash Incentive Awards, and Other Stock Based Awards are granted. When RSUs, Cash Incentive Awards, or Other Stock Based Awards vest, whether based on service or performance or both, and when SARs are exercised, the Participant will recognize ordinary income in an amount equal to the cash paid or the fair market value of the Shares delivered. The amount of ordinary income recognized by the Participant is subject to payroll taxes. The |
| | 23 | |
ORDINARY RESOLUTIONS
| | Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
| ·
| Section 162(m) Compensation Deduction Limitation. In general, Section 162(m) of the Code limits the Company’s U.S. tax deduction to $1,000,000 paid in any tax year to any “covered employee” as defined under Section 162(m), as amended. A “covered employee” includes each individual who served as our Chief Executive Officer or Chief Financial Officer at any time during the taxable year, each of the three other most highly compensated officers of the Company for the taxable year, and any other individual who was a covered employee of the Company for the preceding tax year beginning after December 31, 2016. |
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE AMENDED AND RESTATED LTIP. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE PARTICIPANT MAY RESIDE.
SHARE HISTORY AND SHARE USAGE |
In order to determine the number of ordinary shares to be authorized for issuance under the Amended and Restated LTIP and the Amended and Restated Director EIP, the Company considered historical burn rate calculations relative to market levels; shareholder value transfer (SVT) relative to ISS’ requirements; projected equity awards to be granted to existing employees, new hires, and Directors during the term of the plans; potential dilution that the requested shares may cause to existing shareholders; and a headroom analysis. Based on the Company’s review of historical and projected grant practices, we have provided that 1,400,000 shares be authorized for issuance under the Amended and Restated LTIP and 150,000 shares be authorized for issuance under the Amended and Restated Director EIP.
The following table sets forth information regarding historical Awards granted in the period from January 1, 2020 to March 31, 2022 – the three annual award periods preceding the date of the Annual General Meeting – and the corresponding burn rate. For purposes herein, burn rate is defined as the number of shares subject to equity-based awards granted in the year, divided by the weighted-average number of ordinary shares outstanding for that year.
| Share Element | 2022 | 2021 | 2020 | Average Over 3
Annual Award
Periods | | Time-based RSUs and Options granted (LTIP) | 129,000 | 110,800 | 131,392 | 123,731 | | Performance-based awards granted (LTIP) (1) | 132,600 | 98,940 | 178,235 | 136,592 | | Time-based RSUs granted (Director EIP) (2) | - | 19,184 | 27,280 | 23,232 | | Total awards granted | 261,600 | 228,924 | 336,907 | 275,810 | | Weighted average ordinary shares outstanding during fiscal year (3) | 27,490,741 | 27,698,691 | 27,557,219 | - | | Unadjusted annual burn rate | 0.95% | 0.83% | 1.22% | 1.00% | | Total awards granted after multiplier (4) | 523,200 | 457,848 | 673,814 | 551,621 | | Adjusted burn rate (5) | 1.90% | 1.65% | 2.45% | 2.00% |
_____________________
| (1) | To be granted at a future date in accordance with performance measures. Assumes achievement of Maximum performance target. |
| (2) | Subject to shareholder approval, awards to Non-Executive Directors in 2022 will be made pursuant to the Amended and Restated Non-Executive Directors Equity Incentive Plan and subject to a separate share pool. |
| (3) | With respect to 2022, this figure equals the weighted average shares outstanding for the 12-month period ending March 31, 2022. |
| (4) | ISS premium multiplier based on share price volatility = 2x |
| (5) | ISS burn rate benchmark for GICS-2010-Capital Goods = 3.24% |
ORDINARY RESOLUTIONS
Proposed Shares Authorized and Other Relevant Data | Luxfer Holdings PLC 3-year stock volatility | 46.75% | Proposed shares to be authorized under Amended and Restated LTIP | 1,400,000 | Proposed shares to be authorized under Amended and Restated Director EIP | 150,000 | Outstanding awards (vested and unvested) for grants between 2017 and 2022 (1) | 777,091 | Shareholder Value Transfer (%) | 8.5% | Duration of Plan, in years, during which shares will be available for issuance given proposed number of authorized shares (2) | 5.6 |
_____________________
| (1) | Measured as of February 1, 2022. With respect to performance-based awards, assumes achievement of Maximum performance target. |
| (2) | Calculated by taking sum of proposed shares to be authorized/average awards granted over 3 annual award periods. |
The amount and timing of Awards granted under the LTIP and the Amended and Restated LTIP are determined in the sole discretion of the Remuneration Committee. Therefore, future awards that would be received under the Amended and Restated LTIP by Executive Officers and other employees are not determinable at this time.
The following table sets forth information regarding Awards that were granted under the LTIP to (i) Named Executive Officers, (ii) all current Executive Officers as a group, and (iii) all other employees as a group during fiscal year 2021, our last completed fiscal year.
| Name of Individual or Group | Number of RSUs (1) | Number of Options (1) | | Named Executive Officers | | | | Alok Maskara | 49,754 | - | | Heather Harding | 13,733 | - | | Andy Butcher | 10,963 | - | | Graham Wardlow | - | 7,435 | | Stephen Webster | - | 3,392 | | All Current Executive Officers (2) | 65,932 | 10,827 | | All Employees who are not Executive Officers | 41,291 | 30,605 |
_____________________
| (1) | The foregoing figures include dividends (in shares) accumulated through December 31, 2021. |
| (2) | Includes all SEC Section 16 Executive Officers of the Registrant as of April 1, 2022. |
REGISTRATION WITH THE SEC |
vested. If the Amended and Restated LTIPthis Resolution 13 is approved by shareholders, then the Company will file, as soon as reasonably practicable following shareholder approval, a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission with respect to the ordinary shares authorized for issuance pursuant to theSecond Amended and Restated LTIP. Resolution 11 is an ordinary resolution. The text of Resolution 11 is as follows:
| 11. | To approve the Amended and Restated Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. |
Approval of the Amended and Restated Long-Term Umbrella Incentive Plan requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.
The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the Amended and Restated Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. |
| | 25 | |
ORDINARY RESOLUTIONS
RESOLUTION 12: NON-EXECUTIVE
DIRECTORS EQUITY INCENTIVE PLAN
As an important retention tool and to align the long-term financial interests of the Company’s Non-Executive Directors with those of our shareholders, at the time of our initial public offering, we adopted the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the “Director EIP”). By its terms, no further Awards may be granted under the Director EIP after October 2, 2022. In addition, only 93,550 ordinary shares remain available for issuance under both the Director EIP and the LTIP. Given that continuation of long-term equity incentive compensation is essential in attracting, retaining, and compensating highly-qualified Non-Executive Directors, the Board believes that it would be in the best interest of our shareholders to approve an amendment and restatement of the Director EIP to (i) extend its term; (ii) provide a fixed pool of ordinary shares available for grant; and (iii) update certain provisions to reflect changes in law and best practices since its adoption. In accordance with the NYSE Listed Company Manual, which requires a company whose shares are listed on the New York Stock Exchange to submit equity compensation plans (and any material revisions thereto) to a shareholder vote, the Board submits this Resolution 12 to shareholders to approve an amendment and restatement of the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the “Amended and Restated Director EIP”).
The material changes proposed in the Amended and Restated Director EIP include:
| · | Extending the term of the Director EIP to June 8, 2032; |
| · | Providing for 150,000 Shares to be available for grant under the Amended and Restated Director EIP on or after June 8, 2022, and decoupling the combined pool of Shares available for issuance under the Director EIP and LTIP; and |
| · | Limiting the circumstances under which Shares underlying previously issued Awards may become available for reissuance. |
Specifically, the Amended and Restated Director EIP includes the following best practices:
| · | Prohibition on Repricing. The Amended and Restated Director EIP explicitly prohibits repricing of Awards, including any Award granted in substitution for outstanding Awards previously granted if such action would be considered repricing. |
| · | Separate Fixed Pool. The aggregate number of Shares available under the Amended and Restated Director EIP is fixed and separate from the Shares available under the Amended and Restated LTIP. The Amended and Restated Director EIP does not contain an “evergreen” provision that would automatically increase the number of Shares available for issuance. |
| · | No Liberal Share Recycling. The Amended and Restated Director EIP provides that any Shares (i) surrendered to pay the exercise price of an Option, (ii) withheld by the Company or tendered by the Participant to satisfy tax withholding obligations with respect to any Award, or (iii) purchased by the Company using Option exercise proceeds will not be added back, or recycled, to the Amended and Restated Director EIP. |
| · | No Dividends or Dividend Equivalents Paid on Unvested Awards.The Amended and Restated Director EIP prohibits the payment of dividends or dividend equivalents on Awards until those Awards are earned and vested. |
If the Amended and Restated Director EIP is approved by our shareholders, (i) the Amended and Restated Director EIP will govern the grant of Awards on or after June 8, 2022; (ii) no Shares that remained available for issuance under6, 2024. If shareholders do not approve this Resolution13, then the Director EIP, prior to June 8, 2022 will be issuedas amended and restated on or after June 8, 2022; and (iii) no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated Director EIP on or after June 8, 2022. However, all outstanding Awards granted under the Director EIP prior to June 8, 2022, will remain outstanding in accordance with their terms.
If shareholders do not approve the Amended and Restated Director EIP, the Director EIP will remain in effect, through October 2, 2022, in accordance with its terms. As the Director EIP has a ten year term, the Companyand we would be unablecontinue to issue annual equitygrant awards to its Non-ExecutiveNon-Executive Directors inthereunder until the coming years. In this event,existing Share pool is exhausted, at which time the Board would be required to revise its compensation philosophy and devise other programs to attract, retain, and compensate the Company’s Non-ExecutiveNon-Executive Directors.
| | | 2022 Proxy Statement 26Page 20 |
ORDINARY RESOLUTIONS
| | 2024 PROXY STATEMENT |
SUMMARY OF MATERIAL TERMS OF THE SECOND AMENDED AND RESTATED DIRECTOR EIP |
The following is a summary of the key terms of the Second Amended and Restated Director EIP. A copy of the Second Amended and Restated Director EIP, which shows the proposed revisions by way of comparison against the Director EIP, as amended and restated on June 8, 2022, is attached hereto as Appendix C and incorporated herein. The information regarding the Second Amended and Restated Director EIP set forth in this Proxy Statement is qualified in its entirety by reference to the full and complete text of the Second Amended and Restated Director EIP. Any inconsistencesinconsistencies between the information set forth herein and the text of the Second Amended and Restated Director EIP shall be governed by the text of the Second Amended and Restated Director EIP. Purpose The purpose of the Second Amended and Restated Director EIP is to promote the interests of the Company and its shareholders by allowing the Company to attract and retain highly qualified Non-ExecutiveNon-Executive Directors by permitting them to obtain or increase their proprietary interest in the Company. Term Unless the Second Amended and Restated Director EIP is earlier terminated by the Board, Awards may be granted under the Amended and Restated Director EIPthereunder until June 8, 2032. 6, 2034. Types of Awards The equity or equity-related awards under theSecond Amended and Restated Director EIP are based on our ordinary shares (“Shares”). The Amended and Restated Director EIP allows for the grant of (i) stock options to acquire our Shares (“Options”); (ii) restricted stockShares (“Restricted Stock Awards”); and (iii) restricted stock units, which represent the right to receive Shares (or the value thereof) in the future (“RSUs”) (collectively referred to as “Awards”). The terms of these Awards are described in more detail below. Administration The Board (or other committee as the Board may appoint) (either, the “Committee”) will administer the Second Amended and Restated Director EIP. Consistent with the terms of the Second Amended and Restated Director EIP, the administratorCommittee will have the power to designate the type and other terms and conditions of Awards; interpret the terms and provisions of the Second Amended and Restated Director EIP and Award Agreements; accelerate the exercise, vesting, or transfer of the Awards; extend the term of the Awards; provide for the crediting of dividends or dividend equivalents with respect to anyan Award; waive any conditions to exercise, vesting, or transferability of Awards; and execute certain other actions authorized under the Second Amended and Restated Director EIP. Eligibility Any member of the Board who is not an employee of the Company (each, a “Non-Executive“Non-Executive Director”) is eligible to receive Awards under the Second Amended and Restated Director EIP (such a Non-ExecutiveNon-Executive Director who receives an Award is referred to herein as a “Participant”). As of March 31, 2022,April 1, 2024, the Company had five Non-Executive Directors. Non-Executive Directors, all of whom would be eligible for Awards under the Second Amended and Restated EIP. Available Shares The maximum aggregate number of Shares that may be issued pursuant to the Awards granted under the Second Amended and Restated Director EIP on or after June 8, 2022 shall not exceed 150,000450,000 Shares, subject to adjustments due to recapitalization, reclassification, or other corporate events, as provided in the Second Amended and Restated Director EIP. If any Shares subject to an Award are forfeited, if any Award or any portion of an Award lapses or expires, or if any Award is settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture, lapse, expiration, or cash settlement, again be available for future grants of Awards under the Second Amended and Restated Director EIP. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant and shall not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to any Award; and (iii) Shares purchased on the open market with the cash proceeds from the exercise of Options. For the sake of clarity, no Shares that remained available under the Director EIP for issuance prior to June 8, 2022 will be issued on or after June 8, 2022, and no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated Director EIP on or after June 8, 2022.Options. As of March 31, 2022,April 1, 2024, the market value of a Share was $16.80,$10.40, representing the closing price on the NYSE on such day. Awards | · | Non-Discretionary Grants. • Non-Discretionary Grants. Each calendar year during the term of the Second Amended and Restated EIP, within 10 days of the Company’s annual general meeting, on a date determined by the Committee (the “Award Grant Date”), each Non-Executive Director who is acting as a director of the Company on the Award Grant Date and who has at the Award Grant Date been acting as a director of the Company for at least six months after his or her initial appointment or election shall receive an Award of up to 150% of such director’s annual cash retainer
| | 2024 PROXY STATEMENT |
fee. In the event a Non-Executive Director has not been acting as a director of the Company for at least six months on the Award Grant Date, the annual fee earned in that year and payable in Awards shall be included in the Awards in respect of the following calendar year. The Committee will select the type (or types) of Awards that will be granted to the Non-Executive Directors each year from the available Award types under the Plan (Options, Restricted Stock, and RSUs). •Options. The Committee determines the number of Shares subject to an Option, the exercise price, vesting conditions, and all other terms and conditions of the Option, provided that (i) the exercise price may not be less than the fair market value of a Share as of the Award Grant Date with respect to any Option granted to a Participant that is a U.S. taxpayer and (ii) Options may not be exercised later than ten years from the Award Grant Date. The Committee will determine the methods and form of payment for the exercise price of an Option (including, in the discretion of the Committee, net physical settlement or other method of cashless exercise). Subject to the Committee’s discretion, upon a Participant ceasing to be a director of the Company for any reason other than for “cause” (as defined in the Second Amended and Restated EIP), the portion of any Option that has not become vested or exercisable will lapse immediately, and, except as otherwise provided in the Second Amended and Restated EIP or in the applicable Award Agreement, the portion of any Option that is or becomes vested or exercisable as of the date the Participant ceases to be a director will lapse on the first anniversary of such date to the extent not theretofore exercised. If the Participant ceases to be a director of the Company for “cause,” all Shares subject to an Option will lapse immediately. •Restricted Stock Awards. A Restricted Stock Award is a grant of Shares subject to vesting conditions, restrictions on transferability, and any other restrictions determined by the Committee and set forth in the Award Agreement. Except as otherwise determined by the Committee, the holder of a Restricted Stock Award will have the right to vote the Shares subject to the Restricted Stock Award during the vesting period. Subject to the discretion of the Committee, if the Participant ceases to be a director of the Committee for any reason, any unvested Restricted Stock Awards will be forfeited immediately. •RSUs. RSUs are rights to receive a number of Shares subject to the Award or the value thereof as of the specified date. The Committee may subject RSUs to restrictions specified in the Award Agreement. RSUs may be settled by the delivery of Shares or cash equal to the fair market value of the specified number of Shares covered by the RSUs, or any combination thereof determined by the Committee at the Award Grant Date. Subject to the discretion of the Committee, if the Participant ceases to be a director of the Company for any reason, any unvested RSUs will be forfeited immediately. •Dividends and Dividend Equivalents. No dividends or dividend equivalents will be paid to a Participant with respect to unvested Restricted Stock or RSUs. The Committee may, in its sole discretion, provide for the payment of dividends or dividend equivalents with respect to Restricted Stock and RSUs subject to the same restrictions, including but not limited to vesting, transferability or payment restrictions, that apply to the Restricted Stock and RSUs to which they relate. For clarity, no Option granted under the Second Amended and Restated EIP may include the right to receive dividends or dividend equivalents. Miscellaneous •Tax Withholding. Subject to the Committee’s approval, statutory tax withholding with respect to an Award may be satisfied by withholding from any payment related to an Award, by withholding Shares deliverable pursuant to the Award, or by tender by the Participant of Shares owned by such Participant for at least six months. •Mergers, Certain Changes in Capital Structure, or Change in Control. If any change is made to our capital structure without fair market value consideration, such as a stock split, subdivision, combination, reclassification, or similar change, which results in a change in the number of outstanding Shares or an extraordinary cash dividend or distribution, appropriate adjustments may be made by the Committee to (i) the number of Shares available for Awards; (ii) the exercise prices of Options; and (iii) the number of Shares subject to any outstanding Awards. The Committee will also have the discretion to make certain adjustments to Awards in the event of certain mergers. Upon occurrence of certain transactions, such as dissolution, liquidation, a sale of all or substantially all of our assets, or a merger in which we are not a surviving corporation, the Committee may provide for the cancellation or exchange of the Awards for some or all of the property received by the shareholders in a transaction. In the event of a change in control, all outstanding Awards will become fully vested and exercisable, and all restrictions will lapse. •No Repricing. Notwithstanding any contrary provision of the Second Amended and Restated EIP, in no event shall (i) any repricing (within the meaning of US generally accepted accounting principles or any applicable stock exchange rule) of Awards be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted if such action would be considered a repricing (within the meaning of US generally accepted accounting principles or any applicable stock exchange rule).
| | 2024 PROXY STATEMENT |
• Limited Transferability of Awards. Awards granted under the Second Amended and Restated Director EIP, within 10 days of the Company’s annual general meeting, on a date determined by the Committee (the “Award Grant Date”), each Non-Executive Director who is acting as a director of the Company on the Award Grant Date and who has at the Award Grant Date been acting as a director of the Company for at least six months after his or her initial appointment or election shall receive up to 100% of such director’s annual fee in Awards. In the event a Non-Executive Director has not been acting as |
| | 27 | |
ORDINARY RESOLUTIONS
| | a director of the Company for at least six months on the Award Grant Date, the annual fee earned in that year and payable in Awards shall be included in the Awards in respect of the following calendar year. |
| · | Options. The Committee will specify the amount of Shares subject to an Option, the exercise price, vesting conditions, and such additional provisions as may be specified by the Committee. The exercise price of each Option granted under the Amended and Restated Director EIP may not be less than the fair market value of Shares as of the date of grant with respect to any Option granted to a Participant that is a U.S. taxpayer. Options may not be exercised later than ten years from the date of grant. The Committee will determine the methods and form of payment for the exercise price of an Option (including, in the discretion of the Committee, net physical settlement or other method of cashless exercise). Subject to the Committee’s discretion, upon a Participant ceasing to be a director of the Company for any reason other than for Cause (as defined in the Amended and Restated Director EIP), the portion of any Option that has not become vested or exercisable will lapse immediately, and, except as otherwise provided in the Amended and Restated Director EIP or in the applicable Award Agreement, the portion of any Option that is or becomes vested or exercisable as of the date the Participant ceases to be a director will lapse on the first anniversary of such date to the extent not theretofore exercised. If the Participant ceases to be a director of the Company for Cause, all Shares subject to an Option will lapse immediately. |
| · | Restricted Stock Awards. A Restricted Stock Award is a grant of Shares subject to vesting conditions, restrictions on transferability, and any other restrictions determined by the Committee and set forth in the Award Agreement. Except as otherwise determined by the Committee, the holder of a Restricted Stock Award will have the right to vote the Shares subject to the Restricted Stock Award during the vesting period. Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason, any unvested Restricted Stock Awards will be forfeited immediately. |
| · | RSUs. RSUs are rights to receive a number of Shares subject to the Award or the value thereof as of the specified date. The Committee may subject RSUs to restrictions to be specified in the Award Agreement. RSUs may be settled by delivery of Shares or cash equal to the fair market value of the specified number of Shares covered by the RSUs, or any combination thereof determined by the Committee at the date of grant. Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason, any unvested RSUs will be forfeited immediately. |
| · | Dividends and Dividend Equivalents. No dividends or dividend equivalents will be paid to a Participant with respect to unvested Restricted Stock or RSUs. The Committee may, in its sole discretion, provide for the payment of dividends or dividend equivalents with respect to Restricted Stock and RSUs subject to the same restrictions, including but not limited to vesting, transferability or payment restrictions, that apply to the Restricted Stock and RSUs to which they relate. |
Miscellaneous
| · | Tax Withholding. Subject to the Committee’s approval, statutory tax withholding with respect to an Award may be satisfied by withholding from any payment related to an Award, by withholding Shares deliverable pursuant to the Award, or by tender by the Participant of Shares owned by such Participant for at least six months. |
| · | Mergers, Certain Changes in Capital Structure, or Change in Control. If any change is made to our capital structure without fair market value consideration, such as a stock split, subdivision, combination, reclassification, or similar change, which results in a change in the number of outstanding Shares or an extraordinary cash dividend or distribution, appropriate adjustments may be made by the Committee to (i) the number of Shares available for Awards, (ii) the exercise prices of Options, and (iii) the number of Shares subject to any outstanding Awards. The Committee will also have the discretion to make certain adjustments to Awards in the event of certain mergers. Upon occurrence of certain transactions, such as dissolution, liquidation, sale of all or substantially all of our assets, or merger in which we are not a surviving corporation, the Committee may provide for the cancellation or exchange of the Awards for some or all of the property received by the shareholders in a transaction. In the event of a change in control, all outstanding Awards will become fully vested and exercisable and all restrictions will lapse. |
| · | No Repricing. Notwithstanding any provision of the Amended and Restated Director EIP to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule). |
| · | Limited Transferability of Awards. Awards granted under the Amended and Restated Director EIP may not be transferred other than upon the death of the Participant. |
Termination and Amendment The Board may, at any time, suspend or discontinue the Second Amended and Restated Director EIP or revise or amend it in any respect whatsoever; provided, however, to the extent that any applicable law, regulation, or rule of a stock exchange requires shareholder ORDINARY RESOLUTIONS
approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. Summary of U.S. Federal Income Tax Consequences of Awards •Options. A Participant who is granted an Option generally will not recognize any ordinary income at the time of grant. Upon exercise, the Participant recognizes ordinary income equal to the aggregate fair market value of the Shares subject to the Option over the aggregate exercise price of such Shares. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. | · | Options. A Participant who is granted an Option generally will not recognize any ordinary income at the time of grant. Upon exercise, the Participant recognizes ordinary income equal to the aggregate fair market value of the Shares subject to Option over the aggregate exercise price of such Shares. Any ordinary income recognized in connection with the exercise of an Option by a Participant is subject to social taxes.•Restricted Stock. A Participant generally will not recognize any ordinary income at the time a Restricted Stock Award is granted. When the restrictions lapse with regard to any portion of Restricted Stock, the Participant will recognize ordinary income in an amount equal to the fair market value of the Shares with respect to which the restrictions lapse, unless the Participant elected to realize ordinary income in the year the Award is granted in an amount equal to the fair market value of the Restricted Stock awarded, determined without regard to the restrictions. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. •RSUs. A Participant generally will not recognize income at the time an award of RSUs is granted. When RSUs vest, the Participant will recognize ordinary income in an amount equal to the cash paid or the fair market value of the Shares delivered. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
| · | Restricted Stock. A Participant generally will not recognize any ordinary income at the time a Restricted Stock Award is granted. When the restrictions lapse with regard to any portion of Restricted Stock, the Participant will recognize ordinary income in an amount equal to the fair market value of the Shares with respect to which the restrictions lapse, unless the Participant elected to realize ordinary income in the year the Award is granted in an amount equal to the fair market value of the Restricted Stock awarded, determined without regard to the restrictions. The amount of ordinary income recognized by the Participant is subject to social taxes. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
| · | RSUs. A Participant generally will not recognize income at the time an award of RSUs is granted. When RSUs vest, the Participant will recognize ordinary income in an amount equal to the cash paid or the fair market value of the Shares delivered. The amount of ordinary income recognized by the Participant is subject to social taxes. The Company is generally entitled to a deduction at the same time and in the same amount as the Participant recognizes ordinary income. |
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S.US FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE SECOND AMENDED AND RESTATED DIRECTOR EIP. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE PARTICIPANT MAY RESIDE. SHARE HISTORY AND SHARE USAGE |
In order to determine the number of ordinary sharesShares to be authorized for issuance under the Amended and Restated Director EIP, and the Amended and Restated LTIP, the Company considered historical burn rate calculations relative to market levels, shareholder value transfer (SVT) relative to ISS’ requirements, projected equity awards to be granted to Non-ExecutiveDirectors existing employees, and new hires during the term of the plans,plan, potential dilution that the requested shares may cause to existing shareholders, and a headroom analysis. Based on the Company’s review of historical and projected grant practices, we have providedpropose that 150,000 sharesan additional 300,000 Shares be authorized for issuance under the Second Amended and Restated Director EIP, and 1,400,000 shareswhich means the maximum aggregate number of Shares that can be authorized for issuanceissued pursuant to Awards granted after June 8, 2022 (i.e., the date we separated the EIP’s share pool from the LTIP share pool) would be 450,000. The following table sets forth information regarding historical Awards granted to Non-Executive Directors under the Amended and Restated LTIP. Please referEIP in the period from January 1, 2021 to December 31, 2023 – the tables set forth under “Share History and Share Usage” on page 24 for further information regarding share history, share usage,three annual award periods preceding the date of the 2024 Annual General Meeting – and the Company’scorresponding burn rate. For purposes herein, burn rate and SVT calculationsis defined as the number of Shares subject to equity-based Awards granted in the year, divided by the weighted-average number of Shares outstanding for that year.
| | 2024 PROXY STATEMENT |
| | 2023 | | 2022 | | 2021 | | Average Over 3 Award Periods | Awards Granted under EIP | | | | | | | | | Non-Discretionary RSU Awards | | 31,028 | | 26,295 | | 15,633 | | 24,319 | Dividend Equivalents Accrued on RSUs (1) | | 1,223 | | 888 | | 428 | | 846 | Total Awards Granted | | 32,251 | | 27,183 | | 16,061 | | 25,165 | Weighted Average of Ordinary Shares Outstanding During Fiscal Year | | 26,897,556 | | 27,304,847 | | 27,698,691 | | 27,300,365 | Annual Burn Rate | | 0.12% | | 0.10% | | 0.06% | | 0.09% |
June 5, 2024. Other than non-discretionary grants described above, theThe amount and timing of Awards granted under the Director EIP and the Amended and Restated Director EIP are determined in the sole discretion of the Committee.Committee, other than the annual timing requirements described above under “Non-Discretionary Grants.” Therefore, the exact amount of future awards that wouldcould be received by our Non-Executive Directors under the Amended and Restated Director EIP are not determinable at this time. IfHowever, if the Second Amended and Restated Director EIP is approved, however,and subject to approval of Resolution 7 regarding the Directors’ Remuneration Policy, then we intend to grant each Non-ExecutiveNon-Executive Director who is acting as a directorNon-Executive Director of the Company and who has been acting as a directorDirector of the Company for at least six (6) months, after his or her initial appointment or election will receive a non-discretionarynon-discretionary grant of RSUs upequal to 100%approximately 125% of their annual director’s feescash retainer on the date of the 2024 Annual General Meeting.
The followingMeeting; the total estimated value of which is shown in the table sets forth information regardingbelow. Executives and other non-executive employees are not eligible for Awards that were granted under the Director EIPEIP.
Name of Individual or Group | | Value (US$) (1) | | Estimated Number of
RSUs (2) | Non-Executive Director Group (3) | | $543,000 | | 52,212 | Named Executive Officers | | | | | Andy Butcher
Chief Executive Officer | | $— | | — | Stephen Webster
Chief Financial Officer | | $— | | — | Howard Mead
Vice President & General Manager, Luxfer Gas Cylinders - Composite | | $— | | — | Jeffrey Moorefield
Vice President & General Manager, Luxfer Magtech | | $— | | — | Graham Wardlow
Managing Director, Luxfer MEL Technologies | | $— | | — | Executive Group (4) | | $— | | — | Non-Executive Employee Group | | $— | | — |
| | 29 | Page 24 |
ORDINARY RESOLUTIONS
| Name of Individual or Group | Number of RSUs | Number of
Dividends Accrued | Total Awards (1) | | Patrick Mullen | - | - | - | | David Landless | 4,980 | 115 | 5,095 | | Clive Snowdon | 3,551 | 82 | 3,633 | | Richard Hipple | 3,551 | 144 | 3,695 | | Lisa Trimberger | 3,551 | 112 | 3,663 | | Allisha Elliott (2) | 3,551 | 132 | 3,683 | | All Non-Executive Directors | 19,184 | 585 | 19,769 |
(1)
| The foregoing figures include dividends (in shares) accumulated through December 31, 2021. The additional Awards accrued after June 8, 2021, pursuant to dividend reinvestment transactions, will vest with the RSUs on June 7, 2022. The additional Awards accrued before June 8, 2021, pursuant to dividend reinvestment transactions, vested with the RSUs on June 8, 2021. | 2024 PROXY STATEMENT |
(2) | Allisha Elliott stepped down from the Board on December 31, 2021, prior to vesting of the Award. Therefore, in accordance with the terms of the Director EIP, this Award, including the related dividends, was forfeited and has lapsed. |
| REGISTRATION WITH THE SEC |
If the Second Amended and Restated Director EIP is approved by shareholders, the Company will file, as soon as reasonably practicable following shareholder approval, a Registration Statement on Form S-8S-8 with the U.S. Securities and Exchange Commission with respectcorresponding to the ordinary sharesnew Shares authorized for issuance pursuant tounder the Amended and Restated Director EIP. Resolution 1213 is an ordinary resolution. The text of Resolution 1213 is as follows: | 12. | To approve the Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. |
13. IT IS RESOLVED that the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, which (i) extends the term of the EIP; (ii) increases the maximum amount of equity awards that may be awarded to Non-Executive Directors; and (iii) increases the number of ordinary shares authorized to be issued thereunder, be approved. Approval of the Second Amended and Restated Non-ExecutiveLuxfer Holdings PLC Non-Executive Directors Equity Incentive Plan requires the affirmative vote of a majority of the votes cast in person or by proxy at the 2024 Annual General Meeting. The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the Second Amended and Restated Luxfer Holdings PLC Non-ExecutiveNon-Executive Directors Equity Incentive Plan. |
| | | 2022 Proxy Statement 30Page 25 |
| | 2024 PROXY STATEMENT |
SPECIAL RESOLUTIONSRESOLUTION 14 AUTHORITY TO ISSUE SHARES AND
TO GRANT RIGHTS TO SUBSCRIBE
FOR OR CONVERT SECURITIES
INTO SHARES RESOLUTION 13: CANCELLATION AND
EXTINGUISHMENT OF ALL ISSUED
DEFERRED SHARESThis Resolution 14 is required under the Companies Act for the Company to issue shares and to grant rights to subscribe for or convert any security into shares. This authorization is customary for public companies incorporated in England and Wales, required as a matter of UK law, and is not otherwise required for companies listed on the New York Stock Exchange that are organized within the United States.
Unlike most NYSE-listed companies that are authorized to issue shares up to the level of authorized share capital specified in their Charter or Articles of Incorporation without submitting such issuances to a shareholder vote unless required by NYSE listing standards, Luxfer is, with certain exceptions (such as in connection with employees’ share schemes), unable to issue shares without being authorized either by the Company’s Articles of Association or by shareholder resolution. Under the Companies Act, 2006shareholders may provide this authorization with respect to a specific issuance or generally (subject to such general authority being valid for no more than five years and stating a limit on the number of shares that may be issued under it). Pursuant to this Resolution14, the Board is seeking general issuance authority. The Company sought a similar authority at the 2023 Annual General Meeting of Shareholders, which will expire upon conclusion of the 2024 Annual General Meeting. This general authority is customarily sought by UK companies like Luxfer, as it allows companies the flexibility to address capital needs, particularly those related to routine matters, in a timely fashion without incurring the costs and delays associated with calling a special meeting and circulating proxy materials to approve each issuance of shares. Acknowledging evolving shareholder expectations and concerns around the potential for general issuance authorities to cause excessive dilution, we intend to seek general issuance authority on an annual basis, limiting this authority to 20% of issued share capital or as generally recommended by then-current proxy voting policies. Therefore, the Company is now requesting that the Board of Directors be authorized to issue shares up to an aggregate nominal amount of $60,203,520, which is equivalent to 20% of the Company’s issued share capital as of April 1, 2024 (the “Act”),latest practicable date prior to the publication of this Proxy Statement). Unless previously renewed, revoked or varied, the authority sought under this Resolution 14 will, if granted, (i) apply in substitution for all existing authorities under section 551 of the Companies Act; and (ii) expire upon conclusion of the 2025 Annual General Meeting. Granting the Board this authority is a routine matter for public limited companies incorporated in England and Wales. We are not asking our shareholders to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this Resolution 14 will only grant the Board of Directors the general authority to issue shares upon the terms set forth below. In addition, we note that, because we are a NYSE-listedcompany, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances. Resolution 14 is an ordinary resolution. The text of Resolution 14 is as follows: 14. IT IS RESOLVED that: (a) the Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $60,203,520, which is equivalent to 20% of the Company’s issued share capital as of April 1, 2024, to such persons and at such times and on such terms as the Directors think proper, provided that this authority shall, unless renewed, varied, or revoked by the Company, expire upon conclusion of the next Annual General Meeting of the Company;
| | 2024 PROXY STATEMENT |
(b) the Directors be authorized to make, before the authority set out in paragraph (a) above has expired, any offer or agreement which would or might require shares in the Company to be issued or rights to subscribe for or convert securities into shares in the Company to be granted after such expiry, and the Directors may withissue shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement, notwithstanding that such authority has expired; (c) subject to paragraph (d) below, all existing authorities conferred on the sanctionBoard of Directors pursuant to section 551 of the Companies Act be revoked; and (d) paragraph (c) above shall be without prejudice to the continuing authority of the Board of Directors to issue shares, or grant rights to subscribe for, or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority to which such offer or agreement was made, and to any issuance of shares or grant of rights already made pursuant to any such authority. Authorization of the Board of Directors to issue shares and to grant rights to subscribe for or convert securities into shares requires the affirmative vote of a special resolution and the confirmationmajority of the court, reduce or cancel its existing share capital. It may apply the sums resulting from such reductionvotes cast in repaying holders of the relevant shares and/person or by crediting such sums toproxy at the company’s reserves.Annual General Meeting. The Board of Directors recommends a vote “FOR” the authorization of the Board of Directors to issue shares and to grant rights to subscribe for or convert securities into shares. |
| | 2024 PROXY STATEMENT |
RESOLUTION 15 AUTHORITY TO DISAPPLY
PREEMPTIVE RIGHTS TO EQUITY
SECURITIES ISSUED OR SOLD FOR
CASH This Resolution 13 will approve15 is required under the cancellation of allCompanies Act for the Company to disapply preemptive rights to equity securities (as defined in section 560 of the existing deferredCompanies Act) issued for cash and/or ordinary shares of £0.0001 each (the “Deferred Shares”)(as defined in the capitalsection 560 of the Company (the “Capital Reduction”). If duly passed, this Resolution 13 will provide that a nominal sum of £76,180.60 out of the sum of approximately £76.183 million resulting from the Capital Reduction will be paid to the holders of the Deferred Shares (pro rata to their holdings of Deferred Shares) and the remainder (approximately £76.107 million) will be credited to the Company’s reserves. This credit will have the effect of increasing the Company’s distributable reserves. Presently, the sum of approximately £76.183 million, which represents the nominal value of the Deferred Shares, constitutes a capital reserve and is not available for distribution except in certain limited circumstances permitted by the Act. The proposed repayment equates to a repayment of approximately £0.10 per million Deferred Shares held. The vast majority of the Deferred Shares were issuedCompanies Act) held by the Company as part of a debt restructuring effected by way of two schemes of arrangement that took effect in 2007. The Deferred Shares carry only very limitedtreasury shares sold for cash. Under the Companies Act, certain statutory preemptive rights apply automatically where equity securities are to participate inbe issued or sold for cash. Per these statutory preemptive rights, equity securities issued or sold for cash must first be offered, on the capitalsame or more favorable terms, to existing shareholders of the Company on a winding up and carry no voting or dividend rights. Thesepro-rata basis, unless these preemptive rights are disapplied by approval of the Company’s shareholders. The statutory preemptive rights do not apply where equity securities are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where equity securities are issued pursuant to an employees’ share scheme.
The Company is now requesting that, when the Board of Directors issues equity securities for cash or sells ordinary shares held as treasury shares for cash, it not be required to offer preemptive rights to existing shareholders, provided such issuance and/or sale is limited to an aggregate amount of $15,050,880 which is equivalent to 5% of the Company’s issued share capital as of April 1, 2024 (the latest practicable date prior to make the Deferred Shares effectively worthlesspublication of this Proxy Statement). Unless previously renewed, revoked or varied, the authority sought under this Resolution 15 will, if granted, (i) apply in substitution for all existing authorities under sections 570 and 573 of the Companies Act; and (ii) expire upon conclusion of the 2025 Annual General Meeting. The Company sought a similar authority at the 2023 Annual General Meeting of Shareholders, which will expire upon conclusion of the 2024 Annual General Meeting. The Board of Directors has no present intention to exercise the authority sought under this Resolution15, other than to satisfy awards pursuant to the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. However, the Board of Directors believes that it is important for the Company to retain the flexibility to issue equity securities and/or sell treasury shares for cash and disapply preemptive rights in connection therewith, on an accelerated basis should the Directors determine it is necessary or advisable and in the handsbest interests of their holders. The Board does not consider there to be any commercial purpose forshareholders, without incurring the continued existence of the Deferred Shares. Accordingly,costs or delays associated with calling a special meeting and preparing and circulating proxy materials. Granting the Board has proposedthis authority is a routine matter for public companies incorporated in England and Wales. Similar to the Capital Reductionauthorization sought in orderResolution14, this authority is fundamental to our business operations and, if deemed appropriate, will facilitate our ability to raise capital. We are not asking shareholders to approve an increase in our authorized share capital. Instead, approval of this Resolution 15 will only grant the cancellation ofBoard the Deferred Shares, which willauthority to issue equity securities and/or sell treasury shares for cash upon the terms set forth below. Without this authorization, in each case where we issue equity securities or sell treasury shares for cash, we would first have the effect of tidying up the Company’s balance sheet and augmenting the Company’s reserves available for distribution to ordinary shareholders. The proposed Capital Reduction amounts to a variation of the rights attached to the Deferred Shares. Any variation to the rights attached to the Deferred Shares requires, in accordance with Luxfer’s Articles of Association, either (a) the consent in writing of the holders of not less than three-fourths in nominal value of the Deferred Shares or (b) the sanction of a special resolution passed at a separate general meeting of the holders of the Deferred Shares. Accordingly, we are convening a meeting of the holders of the Deferred Shares (the “Deferred Shareholders Meeting”), at which holders of the Deferred Shares, as a class, will be asked to pass a special resolution (the “Deferred Shareholder Resolution”) to sanction the Capital Reduction. The Deferred Shareholders Meeting is being convenedoffer those shares on the same day as,or more favorable terms to all of our existing shareholders. This requirement, which does not otherwise apply to US companies listed on the NYSE, could cause delays in normal activities for the Company, including, without limitation, issuance and immediately following,satisfaction of equity awards to our Non-Executive Directors and normal-course capital raising activities should such be deemed advisable and in the AGM. Shareholders should note thatbest interests of shareholders. Furthermore, the Capital ReductionBoard will only be authorized to disapply preemptive rights if it is authorized to issue shares, for which authority is being sought under Resolution 14. The approval of this Resolution 15 by the Company’s shareholders will not proceed unlesssubstitute for any approvals that may be required under the Deferred Shareholder Resolution is duly passed atrules of the Deferred Shareholders Meeting (or at any adjournment thereof).
As stated above, the Capital Reduction is also subject to confirmationNYSE and/or by the court. The Company will make an application to the High Court of Justice of England and Wales (the “Court”) to confirm the Capital Reduction if this Resolution and the Deferred Shareholder Resolution are both duly passed.SEC.
The Capital Reduction will take effect once the order of the Court confirming it and a statement of capital approved by the Court have been registered with the Registrar of Companies for England and Wales. Assuming this Resolution and the Deferred Shareholder Resolution are each duly passed on June 8, 2022, the Company currently anticipates that the final hearing of the Court would take place in late June or early July 2022 and that the Capital Reduction would take effect shortly thereafter. This timeline is indicative only and is subject to agreement of hearing dates with the Court. If either the AGM or the Deferred Shareholders Meeting is adjourned, the timeline will be adjusted accordingly.
In order to confirm the Capital Reduction, the Court will need to be satisfied that the interests of the Company’s creditors will not be prejudiced by the Capital Reduction. In consultation with professional advisors, the Board has undertaken a thorough review of the Company’s liabilities (including contingent liabilities). The Board considers that the Company will be able to satisfy the Court that, as of the date on which the order of the Court relating to the Capital Reduction becomes effective, the Company’s creditors will be sufficiently protected.
| | 31 | Page 28 |
SPECIAL RESOLUTIONS
Shareholders should note that if, for any reason, the Court declines to confirm the Capital Reduction, then the Capital Reduction will not take place.
Assuming the Capital Reduction does take effect, the Company’s registrars will send cheques to the holders of Deferred Shares in respect of their pro rata entitlement to repayment from the proceeds, as described above. All cheques will be denominated in pounds sterling. Once the Capital Reduction has taken effect, the Deferred Shares will be extinguished and cancelled, and the holders of Deferred Shares shall have no further rights in respect of the Deferred Shares except to receive the repayment as specified in this Resolution 13.
The Capital Reduction will not affect the voting or dividend rights of any holder of ordinary shares in the Company, or the rights of any holder of ordinary shares on a return of capital.
The Board reserves the right (where necessary by application to the Court) to abandon, discontinue, or adjourn any application to the Court for confirmation of the Capital Reduction, and hence the Capital Reduction itself, if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or if as the result of a material unforeseen event, the Board considers that to continue with the Capital Reduction is inappropriate or inadvisable.
| | 2024 PROXY STATEMENT |
Resolution 1315 is a special resolution. The text of Resolution 1315 is as follows: 15. IT IS RESOLVED that, subject to Resolution 14 being duly passed as an ordinary resolution, the Board of Directors be generally authorized, in accordance with sections 570 and 573 of the Companies Act, to issue equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred on the Board by Resolution 14 above, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act did not apply to any such issuance or sale. This power: | 13. | Subject to (i) the consent of the holders of the deferred shares of £0.0001 each in the capital of the Company (the “Deferred Shares”) being duly obtained in accordance with Article 7(a) shall be limited to the issuance of equity securities or sale of treasury shares up to an aggregate nominal amount of $15,050,880, which is equivalent to 5% of the Company’s Articles of Association and (ii) the confirmation of the court, to approve the reduction of the issued share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares, each of which is fully paid up, and, of the amount by which the share capital is so reduced, an aggregate sum of £76,180.60 be repaid to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and the remaining amount be credited to the Company’s reserves. |
Approval of the reduction of the issued share capital as of April 1, 2024, for any purpose;
(b) shall expire upon conclusion of the Company2025 Annual General Meeting, save that the Board may, before such expiry, make an offer or agreement which would or might require equity securities to be issued and/or treasury shares to be sold after such expiry, and the Directors may issue equity securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by cancellingthis Resolution 15 had not expired; and extinguishing (c) is in substitution for all subsisting authorities (but without prejudice to any issuance of equity securities already made pursuant to such previous authorities). Authorization of the Board of Directors to disapply preemptive rights with respect to equity securities issued Deferred Shares and, of the amount by which the share capital is so reduced, repaying an aggregate sum of £76,180.60 to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and crediting the remaining amount to the Company’s reservesand/or treasury shares sold for cash requires the affirmative vote of no less thanat least 75% of the votes cast in person or by proxy at the Annual General Meeting. The Board of Directors recommends a vote “FOR” the approvalauthorization of the reduction of the issued share capital of the Company by cancelling and extinguishing all issued Deferred Shares and, of the amount by which the share capital is so reduced, repaying an aggregate sum of £76,180.60to the holders of Deferred Shares (pro rata their holdings of Deferred Shares) and crediting the remaining amount to the Company’s reserves. |
SPECIAL RESOLUTIONS
RESOLUTION 14: AMENDMENT OF THE
COMPANY’S ARTICLES OF ASSOCIATION
This Resolution 14 authorizes the amendment of the Company’s Articles of Association (the “Existing Articles”) to delete references to, and provisions concerning, the Deferred Shares. This Resolution 14 will only take effect once the Capital Reduction (as described above in Resolution 13) has taken effect. In practice, it is, therefore, subject to and conditional on (i) Resolution 13 above being duly passed as a special resolution; (ii) the Deferred Shareholder Resolution (as described above in Resolution 13) being duly passed; and (iii) the Court exercising its discretion to confirm the Capital Reduction.
For reference, a copy of the relevant sections of the amended Articles of Association, showing the proposed amendments by way of comparison against the Existing Articles, is attached hereto as Appendix D.
Resolution 14 is a special resolution. The text of Resolution 14 is as follows:
| 14. | Subject to Resolution 13 being duly passed as a special resolution and the capital reduction described therein taking effect, to approve amendment of the Company’s Articles of Association by deleting Article 5.2 and the definition of “Deferred Shares” set forth in Article 2.1. |
Approval of the amendment to the Company’s Articles of Association requires the affirmative vote of no less than 75% of the votes cast in person or by proxy at the Annual General Meeting.
The Board of Directors recommends a vote “FOR” the approval of the amendment to the Company’s Articles of Association by deleting Article 5.2 and the definition of “Deferred Shares” in Article 2.1.disapply preemptive rights with respect to equity securities issued and/or treasury shares sold for cash. |
| | 33 | Page 29 |
| | 2024 PROXY STATEMENT |
LUXFER’S BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION
The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the current composition of the Board and the appropriate skills, qualifications, and characteristics required of Directors. The Board assesses membership criteria annually, on an individual basis and in the context of the overall composition, size, and structure of the Board and its Committees as a whole, taking into consideration the anticipated future needs of the Board and the Company’s long-term strategic plans. In addition to intellect, integrity, and sound judgment, this assessment takes into account various factors, including diversity of perspectives, background and other demographics, length of tenure of incumbent Directors, and independence. The Board seeks members from diverse professional backgrounds who have a broad spectrum of experience and a reputation for integrity. In evaluating nominees for the Board of Directors, the Board and the Nominating and Governance Committee took into account the qualities they seek forin Directors and the Directors’ individual qualifications, skills, and background that enable the Directors to effectively and productively contribute to the Board’s oversight of the Company, as discussed below in each biography under “Qualifications.Qualifications.” When evaluating re-nominationre-nomination of existing Directors, the Committee also considers the nominees’ past and ongoing contributions to the Board, length of tenure, ongoing commitments, and, with the exception of Mr. Butcher, who is an employee,Executive Director, their independence.
DIRECTORS STANDING FOR ELECTION OR RE-ELECTION
|
In accordance with our Articles of Association, the number of Directors on the Board shall be comprised of not be less than two and not more than ten.ten Directors. The Board, based on the recommendation of the Nominating and Governance Committee, proposed that the following fivesix nominees be elected at the Annual General Meeting, each of whom will hold office until the next Annual General Meeting or until his or hertheir successor shall havehas been appointed and qualified: •Andy Butcher · Andy Butcher | | · Clive Snowdon | | | | · Patrick Mullen | | · •Patrick Mullen •Richard Hipple •Clive Snowdon •Sylvia A. Stein •Lisa Trimberger | | | | · Richard Hipple | | |
All nominees are currentlycurrent Directors of Luxfer Holdings PLC, with the exception of Andy Butcher, who will join the Board upon his appointment as CEO effective May 6, 2022. All nomineesCompany and were elected by shareholders at the 20212023 Annual General Meeting, withMeeting. Please refer to the exceptionsection entitled “Director Qualifications and Skills” on page 34 of Patrick Mullen, who joinedthis Proxy Statement for additional details regarding the Board on September 1, 2021,specific experience, training, and Andy Butcher, bothskills of whom are standing for election foreach nominee. Specifically, the first time. Thebackground and training highlighted in this section were identified by the Nominating and Governance Committee reviewedas critical knowledge areas, which contribute to the section entitled “well-rounded and diverse experiences of the Director Nominee Skillsnominees and Characteristics” on page 38thus the effective operation of this Proxy Statement and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of other public companies. The following pages contain biographical information about the nominees.Board.
| | | 2022 Proxy Statement 34Page 30 |
BOARD OF DIRECTORS INFORMATION
BIOGRAPHICAL INFORMATION
| | 2024 PROXY STATEMENT |
Andy Butcher Chief Executive Officer and Executive Director Age:55 Director Since: 2022 Board Committees:None Other Public Company
Boards: None | Background AndyAndrew Butcher has been named and will serve aswas appointed Luxfer’s Chief Executive Officer effective May 6, 2022, at which time he will also be appointed asbecame an Executive Director.
Mr. Butcher has served as President of our global Luxfer Gas Cylinders business from April 2014 to May 2022, having been the President of Luxfer Gas Cylinders Luxfer’s largest business unit, since- North America from 2009 to 2014. Mr. Butcher joined Luxfer in 1991 andNottingham, United Kingdom, in 1991. He has held positions of increasing responsibility throughout his career with the Company. In 2002, he ledat Luxfer, including leading the development of Luxfer’s composite gas cylinderscylinder business beginning in 2002, first as General Manager and then as Executive Vice President. Mr. ButcherHe currently serves as a Director and Executive Officer of various affiliatessubsidiaries and subsidiariesaffiliates of the Company. Mr. Butcher holds an M.A.a Master of Arts degree in Engineering from Cambridge University and an M.B.AM.B.A. from Keele University, both located in England.University. Qualifications Mr. Butcher’s qualifications to be a member of our Board include his more than 30 years of experience with Luxfer, his value-enhancingvalue-enhancing growth and acquisition experience, his educational background, and his knowledge of advanced materials. |
| | | | Age:
53
| Director since:
2022
| Board Committees:
None
| Other public company boards:
None
|
Patrick Mullen
Board Chair
| Background Patrick Mullen was appointed a Non-ExecutiveNon-Executive Director in September 2021 and serves as a member of the Nominating and Governance Committee and the Remuneration Committee. He was appointed Board Chair in March 2022. Mr. Mullen served as the President and CEO of Chicago Bridge & Iron Company (“CB&I”), an engineering, procurement, and construction company, until 2018. Prior to his 20 years at CB&I, he spent 12 years with Honeywell’s UOP division, a supplier of petroleum refining, gas processing, and petrochemical production technology. From 2014 to 2019, Mr. Mullen served as a Director of Vectren Corporation, a domestic energy delivery company, and from 2017 to 2018, he served as a Director of CB&I. He has served on the boards of the National Safety Council and Chevron Lummus Global, a developer and licensor of refining hydroprocessing technologies and alternative source fuels. From 2014 to 2020, Mr. Mullen served aswas a member of the National Association of Corporate Directors, and washaving been named a Board Leadership Fellow in 2019. Mr. Mullen earned his Bachelor of Science degree in Chemical Engineering from the University of Notre Dame and his Master of Business Administration degree from the Kellogg Graduate School of Management at Northwestern University. Qualifications Mr. Mullen’s qualifications to be a member of our Board include his executive management and leadership experience and his extensive global industrial and engineering background. He also brings experience serving on the boards of other publicly traded companies. In his capacity as CEO and as a Director of multiple public companies, Mr. Mullen also obtained a wealth of experience in strategic planning and M&A transactions. | 
Patrick Mullen Board Chair | Age:59 Director Since: 2021 Board Committees: •Nominating & Governance •Remuneration Other Public Company Boards: None |
57
| | 2024 PROXY STATEMENT |
Richard Hipple Non-Executive Director Age:71 Director since:Since: 2018 2021Board Committees:
•Remuneration (Chair) •Audit Other Public Company
Boards: •KeyCorp •Barnes Group, Inc. | Board Committees:
Nominating and Governance; Remuneration
| Other public company boards:
None
|
| | 35 | |
BOARD OF DIRECTORS INFORMATION
Clive Snowdon
Non-Executive Director
| Background Clive Snowdown was appointed a Non-Executive Director in July 2016 and has served as Chair of the Nominating and Governance Committee since April 2020. He acts as a financial expert on the Audit Committee, which he joined in August 2016.
Mr. Snowdon served as Chairman of the Midlands Aerospace Alliance, an association supporting the aerospace industry across the Midlands region of England, from 2007 to 2016. He currently serves as a Trustee of the Stratford Town Trust and is also the Aerospace Industry Advisor to Cooper Parry Corporate Finance, a corporate finance advisory. In May 2016, Mr. Snowdon stepped down from the Board of Hill & Smith Holdings PLC, an international group of companies operating in the infrastructure and galvanizing markets, where he was a Senior Non-Executive Director since May 2007, Chair of the Remuneration Committee, and a member of the Audit and Nominating and Governance Committees.
In 2011, Mr. Snowdon retired from Umeco PLC, a provider of advanced composite materials, after serving as Chief Executive since 1997. Mr. Snowdon was also the Executive Chairman of Shimtech Industries Group Limited until 2015. From 1992 to 1997, he served as Managing Director of Burnfield PLC after working as Finance Director. He has also held senior positions with Vickers plc, BTR plc, and Hawker Siddeley Group. Mr. Snowdon is a Chartered Accountant. He received his Bachelor of Arts degree in Economics from the University of Leeds.
Qualifications
Mr. Snowdon’s qualifications to be a member of our Board include his experience as a former Chief Executive of a U.K. public company, his strong understanding of U.K. PLC requirements, his significant experience in mergers and acquisitions, and his skill in interacting with investors.
| Age:
68
| Director since:
2016
| Board Committees:
Nominating & Governance (Chair); Audit
| Other public company boards:
None
| | | | | 
Richard Hipple
Non-Executive Director
| Background
Richard Hipple was appointed a Non-ExecutiveNon-Executive Director in November 2018, at which time he was appointed the Chair of the Remuneration Committee and a member of the Audit Committee. Mr.Hipple served as the Chairman and Chief Executive Officer of Materion Corporation, a producer of high-performancehigh-performance advanced engineering materials, from 2006 until his retirement in 2017, as well as President and Chief Operating Officer from 2005 to 2006. Prior to that, Mr.Hipple worked in the steel industry for twenty-sixtwenty-six years in numerous capacities, including project engineering, strategic planning, supply chain management, operations, sales and marketing, and executive management. Mr.Hipple has served as a Director of KeyCorp (NYSE: KEY), a bank-basedbank-based financial services company, since 2012 and is Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Since 2017, he has also served as a Director of Barnes Group, Inc. (NYSE: B), a global industrial manufacturing company, and is a member of the Compensation and Management Development and Corporate Governance Committees. Mr.Hipple is also a current member of the National Association of Corporate Directors. From 2007 throughto 2018, Mr.Hipple served on the Board of Ferro Corporation, a leading supplier of technology-basedtechnology-based functional coatings and color solutions. Mr.Hipple is Chair Emeritus and a Trustee of the Cleveland Institute of Music and has served as a Director of the Greater Cleveland Partnership, as well as the Manufacturers Alliance for Productivity and Innovation. Mr.Hipple received his Bachelor of Engineering degree from Drexel University. Qualifications Mr.Hipple’s qualifications to be a member of our Board include his extensive executive management and leadership experience with a global manufacturer of high-performancehigh-performance engineered materials, his experience in business development and strategic transformation, and his broad involvement in both domestic and international acquisitions. He also brings experience serving on the boards of other publicly traded companies. | | | | | Background Clive Snowdown was appointed a Non-Executive Director in July 2016 and has served as Chair of the Nominating and Governance Committee since April 2020. He acts as a financial expert on the Audit Committee, which he joined in August 2016. Mr.Snowdon currently serves as the Aerospace Industry Advisor to Cooper Parry Corporate Finance, a corporate finance advisory. He previously acted as Chairman of the Midlands Aerospace Alliance, an association supporting the aerospace industry across the Midlands region of England, from 2007 to 2016, and a Trustee of the Stratford Town Trust from 2015 to 2023. In May 2016, Mr.Snowdon stepped down from the Board of Hill & Smith Holdings plc, an international group of companies operating in the infrastructure and galvanizing markets, where he was a Senior Non-Executive Director since May 2007, Chair of the Remuneration Committee, and a member of the Audit and Nominating and Governance Committees. In 2011, Mr.Snowdon retired from Umeco plc, a provider of advanced composite materials, after serving as Chief Executive since 1997. Mr.Snowdon was also the Executive Chairman of Shimtech Industries Group Limited until 2015. From 1992 to 1997, he served as Managing Director of Burnfield PLC after working as Finance Director. He has also held senior positions with Vickers plc, BTR plc, and Hawker Siddeley Group. Mr.Snowdon is a Chartered Accountant. He received his Bachelor of Arts degree in Economics from the University of Leeds. Qualifications Mr.Snowdon’s qualifications to be a member of our Board include his experience as a former Chief Executive of a UK public company, his strong understanding of UK plc and corporate governance requirements, and his experience in mergers and acquisitions. | 
Clive Snowdon Non-Executive Director | Age:70 69Director Since: 2016
Board Committees: •Nominating & Governance (Chair) •Audit Other Public Company Boards: None |
| Director since:
2018
| 2024 PROXY STATEMENT |
Sylvia A. Stein Non-Executive Director Age:58 Director Since: 2022 Board Committees: Remuneration (Chair); •Audit
•Nominating & Governance Other Public Company
Boards: None | OtherBackground
Sylvia A. Stein was appointed a Non-Executive Director in August 2022 and serves as a member of the Audit Committee and Nominating and Governance Committee. Ms. Stein is the Senior Vice President, Chief Legal Officer of Veralto Corporation (NYSE: VLTO), a global leader in essential water and product quality technology solutions, which she joined in June 2023. In her current role, Ms. Stein leads Veralto’s legal, compliance, and environment, health, and safety (EHS) functions, and she advises the Company and its Board of Directors on a wide range of strategic and operational issues, including enterprise risk management, governance, and sustainability. Prior to joining Veralto, Ms. Stein served as Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer of Modine Manufacturing Company (NYSE: MOD), a global provider of thermal management systems and solutions, which she joined in 2018. At Modine, she led the company’s global legal, compliance, and intellectual property functions and provided strategic, governance and legal advice to Modine’s Board of Directors and executive management team. From 2001 to 2016, Ms. Stein progressed through a variety of roles at Kraft Foods, a global food and beverage manufacturer, where she most recently served as Associate General Counsel, Marketing & Regulatory, at the Kraft Heinz Food Company (NASDAQ: KHC). Earlier in her career, Ms. Stein was member of the complex commercial litigation practice at Latham & Watkins, LLP in Chicago, Illinois, and she also served as a federal judicial law clerk. Ms. Stein holds a Bachelor’s degree in Economics from Northwestern University and a Juris Doctor from the University of Michigan Law School. She presently serves on the Board of Directors of Legal Action Chicago, a non-profit organization providing pro bono legal services to the Chicago community through legislative initiatives and class action litigation. Qualifications Ms. Stein’s qualifications to be a member of our Board include her extensive in-house legal experience in advising global public company boards: KeyCorp; Barnes Group, Inc
companies, particularly in matters related to business strategy, sustainability, regulatory compliance, mergers and acquisitions, and talent management, as well as her involvement in developing and executing growth-driven business strategy and pragmatic risk management procedures. | | | | | | |
BOARD OF DIRECTORS INFORMATION
Lisa Trimberger
Non-Executive Director
| Background Lisa Trimberger has served as a Non-ExecutiveNon-Executive Director since September 2019. Since April 2020, she has served as Chair of the Audit Committee, upon which she acts as a financial expert. Ms. Trimberger has also served as a member of the Remuneration Committee since September 2019. Ms. Trimberger retired as an Audit Partner of Deloitte & Touche LLP in 2014 after spending thirty-onethirty-one years with the firm. As a lead Client Service and Audit Partner, Ms. Trimberger audited and interacted with the management and boards of publicly traded companies. She worked on significant transactions, as well as control and risk-assessmentrisk-assessment issues. Additionally, she was actively involved in the firm’s quality review practice, serving as a Deputy Professional Practice Partner and Engagement Quality Control Review Partner. During her tenure with Deloitte, Ms. Trimberger also served as Co-ChairCo-Chair of the firm’s Nominating and Governance Committee and was a leader of the firm’s National Women’s Initiative for the development and retention of women professionals. Currently, Ms. Trimberger is a principal and owner of a private investment company, Mack Capital Investments LLC. She also serves as Trustee of the Board, Chair of the Audit Committee, and a member of the Nominating and Governance Committee of Corporate OfficeCOPT Defense Properties Trust (NYSE:OFC)CDP), a real estate investment trust. Ms. Trimberger also serves as a Trustee on the Board of Trustees of EPR Properties (NYSE: EPR), a diversified experiential net lease real estate investment trust, where she is alsothe Chair of the Audit Committee and a member of the Audit and Finance Committees. Ms. Trimberger is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from St. Cloud State University. Ms. Trimberger is a member of the National Association of Corporate Directors (NACD), as well as the National Association of Real Estate Investment Trusts. She is an NACD Board Leadership Fellow and earned the CERT Certificate in Cybersecurity Oversight, as developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division. Ms. Trimberger also completed the Women’s Director Development Executive Program at J.L. Kellogg School of Management at Northwestern University. Qualifications Ms. Trimberger’s qualifications to be a member of our Board include her experience as an Audit Partner in a Big Four accounting firm, her public board experience, and her significant experience as a financial expert in areas including financial and audit oversight, risk management, and corporate governance, and risk management.governance. | 
Lisa Trimberger Non-Executive Director Age:62 Director Since: 2019 Board Committees: •Audit (Chair) •Remuneration Other Public Company Boards: •COPT Defense Properties •EPR Properties |
61
| Director since:
2019
| Board Committees:
Audit (Chair); Remuneration
| Other public company boards:
Corporate Office Properties Trust; EPR Properties2024 PROXY STATEMENT
| | | | | |
| | 37 | |
BOARD OF DIRECTORS INFORMATION
DIRECTOR NOMINEE SKILLS AND
CHARACTERISTICS
| DIRECTOR QUALIFICATIONS AND SKILLS |
The Nominating and Governance Committee annually reviews the performance and contributions of existing Board membersDirectors to the extent they are candidates for re-electionre-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs. Accordingly, the Committee and the Board evaluate director nominees based on several criteria with a view of (i) bringing to the Board a variety of experience and backgrounds and (ii) establishing a core team of business advisors with relevant financial and management expertise. Among the qualifications and skills of a candidate considered important by the Committee are: a commitment to representing the long-termlong-term interests of shareholders; leadership ability; willingness to take appropriate risk; professional and personal ethics, integrity and values; practical wisdom and sound judgement;judgment; international business experience; and business and professional experience in fields such as materials engineering, industrial manufacturing, technology and cybersecurity, operations, product development, legal, and human resources. Candidates with substantial experience outside of the business community, such as in the public, academic, or scientific communities, are also considered by the Board and Committee. Board composition, effectiveness, and processes are all subject areas of our annual Board self-assessment,evaluation, which is described in more detail below. Our Board members offer a range of skills and experiences relevant to the Board’s oversight role. As part of our annual Directors’ and Officers’ Questionnaire, our Board members were asked to identify their specific skills and experiences as they pertain to each category below. The following table summarizes the key skills and experiences ofidentified by each Director that our Board considered important in its decision to nominate that individual for election or re-electionre-election to our Board. Further details about each Director’s qualifications are set forth in their individual biographies. 
| | | 2022 Proxy Statement 382024 PROXY STATEMENT |
BOARD OF DIRECTORS INFORMATION
Diversity factors such as age, gender, race, and ethnic background are other important characteristics considered in identifying director candidates and determining nominees. The Committee also considers the tenure of incumbent Directors to ensure a mix of shorter-tenuredshorter-tenured Directors who provide fresh perspectives and longer-tenuredlonger-tenured Directors who provide experience in the Company and its business. While Luxfer has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, the Board realizes that diversity amongst its members promotes differing perspectives and overall Board effectiveness. As such, promoting diversity is consistent with our goal of creating a Board that best serves the needs of the Company and the interests of our shareholders.  
DIRECTOR SELECTION PROCESS |
The Nominating and Governance Committee selects director candidates and nominees using a procedure by which it: •reviews the experience, qualifications, attributes, and skills of existing Directors; | ● | Reviews the experience, qualifications, attributes, and skills of existing Directors; |
| ● | Determines the experience, qualifications, attributes, and skills desired and/or required in new Directors; |
| ● | Solicits suggestions from the Chief Executive Officer and Directors on potential candidates; |
| ● | Considers candidates recommended by shareholders; |
| ● | Retains a search consultant as needed to identify candidates; |
| ● | Evaluates the experience, qualifications, attributes, and skills of all candidates recommended for consideration; |
| ● | Contacts the preferred candidate(s) to assess their interest; |
| ● | Interviews the preferred candidate(s) to assess their experience, qualifications, attributes, and skills; and |
| ● | Recommends•determines the experience, qualifications, attributes, and skills desired and/or required in new Directors; •solicits suggestions from the Chief Executive Officer and Directors on potential candidates; •considers candidates recommended by shareholders; •retains a search consultant as needed to identify candidates; •evaluates the experience, qualifications, attributes, and skills of all candidates recommended for consideration; •contacts the preferred candidate(s) to assess their interest; •interviews the preferred candidate(s) to assess their experience, qualifications, attributes, and skills; and •recommends candidate(s) for consideration by the Board of Directors. |
Working closely with the full Board, the Nominating and Governance Committee develops criteria for open Board positions, taking into account the needs of the Board and the Company at the time. The Committee commenced a search for a new Non-ExecutiveNon-Executive Director in late 2020,early 2022, following the procedure set forth above. The Committee began by analyzing the current Directors’ experience, qualifications,above, and skills to identify gapsappointed Sylvia A. Stein as a Non-Executive Director in the Board’s skill set. This analysis resulted in the creation of a new Director profile.June 2022. The Committee did not utilizeundertake a formal recruitment process in 2023, due to the services of a search consultant to identify Patrick Mullenfact that two new Directors, Sylvia A. Stein and Andy Butcher, were appointed in 2022. Given the Company’s retirement policies, as a potential director candidate. Rather,set forth in our Corporate Governance Guidelines, the Committee utilized contacts within the Directors’ professional networks, and Patrick Mullen was identified asplans to commence a potential candidate based on his reputationDirector recruitment process in the industry as former CEO of CB&I. Following interviews2024 in accordance with the Committee, Chief Executive Officer, and the Board, the Committee proposed, and the Board approved, the appointment of Patrick Mullen as a Non-Executive Director in September 2021. Following the announcement of David Landless’ retirement from the Board in December 2021, Patrick Mullen was elected Board Chair effective March 11, 2022. The Company’s Board of Directors has historically included the Chief Executive Officer as the sole Executive Director. Following his appointment as Chief Executive Officer, which will take effect on May 6, 2022, Andy Butcher will serve as a member of the Board of Directors. Given his 30-year tenure with Luxfer and his value-enhancing growth and acquisition experience, the Committee recommended, and the Board approved, Mr. Butcher’s appointment as a Director.
foregoing process. | | 39 | |
BOARD OF DIRECTORS INFORMATION
| RECOMMENDATIONS, NOMINATIONS, AND PROXY ACCESS |
Our Nominating and Governance Committee Charter provides that the Nominating and Governance Committee will consider persons properly recommended by shareholders or interested parties to become nominees for election as Directors in accordance with the criteria described above under “Director Nominee Skills“Director Qualifications and Characteristics.”Characteristics” and the requirements of our Articles of Associations. Recommendations for consideration by the Nominating and Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States. Further information relating to shareholder nominations and proposals can be found in the section entitled ““2025 Annual General Meeting: Shareholder Proposals and Nominations forNominations” on page 98.
| | 2024 PROXY STATEMENT |
BOARD MEETINGS AND COMMITTEES |
The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent wherever circumstances require. In each regularly scheduled Board and Committee meeting, the independent Directors also met in executive session, without the Chief Executive Officer or other members of management present. Directors are expected to attend all scheduled meetings of the Board of Directors, all meetings of the Committee(s) on which they serve, and all shareholder meetings. The Board held eight regularly scheduled meetings in 2023, four of which occurred in person and four of which occurred virtually via videoconference. Three of the Board’s meetings were special meetings called to discuss the expanded and accelerated strategic review initiated by the Board in October 2023, as well as Director roles and succession planning. All Directors who served during fiscal year 2023 attended at least 95.9% of the meetings of the Board and Committee(s) on which they served. All Directors then serving attended the 2023 Annual General Meeting of Shareholders” on page 84.Shareholders. The Board has three standing committees comprised solely of independent Directors: the Audit Committee, the Nominating and Governance Committee, and the Remuneration Committee. The functions performed by these Committees, which are set forth in further detail in their Charters, are summarized below. Name | Audit
Committee | Remuneration
Committee | Nominating and
Governance Committee | Director Nominees | | | | Andy Butcher
Chief Executive Officer | | | | Patrick Mullen
Board Chair | | 
|
| Richard Hipple |
| 
| | Clive Snowdon |
| |
| Sylvia A. Stein |
| |
| Lisa Trimberger |
|
| | Total Meetings in 2023 | 6 | 4 | 3 |
| | 2024 PROXY STATEMENT |
Role | | The Audit Committee oversees the Company’s accounting, financial reporting, and internal control policies and procedures. Responsibilities of the Audit Committee include, among other things, overseeing financial reporting, controls, integrity of the Company’s financial statements, and audit quality and performance; monitoring and overseeing the independence and performance of our independent auditor, with responsibility for the selection, evaluation, remuneration, and, if applicable, discharge of such independent auditor; approving, in advance, all of the audit and non-audit services provided to the Company by the independent auditor; facilitating open communication among our Board, senior management, internal audit, and the independent auditor; and overseeing our enterprise risk management and financial compliance programs. A full description of the Committee’s role is set forth in the Audit Committee Charter, available at https://www.luxfer.com/investors/governance/. | Members | 2022 | •Lisa Trimberger, Committee Chair (effective April 2020) •Richard Hipple (November 2018) •Clive Snowdon (August 2016) •Sylvia A. Stein (August 2022) The Board has affirmatively determined that all members of the Audit Committee are independent in accordance with NYSE listing standards and SEC regulations. | Report | | The Audit Committee Report can be found under the section entitled “2023 Audit Committee Report” on page 91 of this Proxy Statement 40Statement. | Financial Literacy and Expertise | | The Board has determined that Lisa Trimberger, Richard Hipple, Clive Snowdon, and Sylvia A. Stein are financially literate under NYSE rules and listing standards. The Board has further determined that Lisa Trimberger and Clive Snowdon qualify as financial experts pursuant to SEC standards. |
NOMINATING AND GOVERNANCE COMMITTEE |
Role | | The Nominating and Governance Committee advises the Board on matters relating to corporate governance, Board structure, and Board composition. Responsibilities include, among other things, establishing criteria for Director candidates and identifying individuals for nomination to become Directors, including engaging advisors to assist in the search process where appropriate, and considering potential candidates recommended by shareholders; developing plans and making recommendations in relation to the organization, composition, membership terms, and meeting structure of the Board and its committees; overseeing and making recommendations regarding executive succession planning; administering the annual performance evaluation of the Board and its committees; overseeing Luxfer’s corporate governance and compliance structure and practices; and overseeing and recommending to the Board changes to our Corporate Governance Guidelines, Committee Charters, and other governing instruments. A full description of the Committee’s role is set forth in the Nominating and Governance Committee Charter, available at https://www.luxfer.com/investors/governance/. | Members | | •Clive Snowdon, Committee Chair (effective April 2020) •Patrick Mullen (January 2022) •Sylvia A. Stein (August 2022) The Board has affirmatively determined that all members of the Nominating and Governance Committee are independent in accordance with NYSE listing standards and SEC regulations. |
BOARD OF DIRECTORS INFORMATION
| | 2024 PROXY STATEMENT |
Role | | The Remuneration Committee sets and administers the policies that govern executive, director and senior management compensation. Responsibilities of the Remuneration Committee include, among other things, evaluating executive and senior management performance; establishing and administering executive compensation, including base salaries, annual cash incentives, and equity awards; reviewing and approving the Executive Compensation Discussion and Analysis included in the annual Proxy Statement; recommending actions regarding the Chief Executive Officer’s compensation for approval by the Non-Executive Directors of our Board; approving individual compensation actions for all Executive Officers other than the CEO; and overseeing the Company’s human capital practices as such practices related to the Company’s broader ESG strategy. A full description of the Committee’s role is set forth in the Remuneration Committee Charter, available at https://www.luxfer.com/investors/governance/. | Members | | •Richard Hipple, Committee Chair (November 2018) •Patrick Mullen (January 2022) •Lisa Trimberger (September 2019) The Board has affirmatively determined that all members of the Remuneration Committee are independent in accordance with NYSE listing standards and SEC regulations. | Report | | The Remuneration Committee Report can be found under the section entitled “2023 Remuneration Committee Report” on page 53 of this Proxy Statement. Additionally, the Directors’ Remuneration Report, included in our UK Annual Report and Accounts, is available on our website at https://www.luxfer.com/investors/reports-and-presentations/annual-reports/. | Remuneration Committee Interlocks and Insider Participation | | No member of the Remuneration Committee is involved in a relationship requiring disclosure as an interlocking Director or Executive Officer or otherwise under Item 404 of Regulation S-K. | Independent Compensation Consultant | | The Remuneration Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant in 2023. Additional information regarding Meridian’s role and engagement can be found under the sub-section entitled “Compensation Governance and Processes” on page 57 of this Proxy Statement. |
CORPORATE GOVERNANCE
| | 2024 PROXY STATEMENT |
HIGHLIGHTSCORPORATE GOVERNANCE |
 GOVERNANCE HIGHLIGHTS |
| | Board Composition
and Independence
|  | 
| | Board and Committee
Practices |  | 
| | Shareholder Rights | ·80%•83% independent Board
·•100% independent Board Committees
·•Independent Board Chair
·•Regular executive sessions
·•Full access to management, employees, and outside advisors
·•No Directors serve on more than 2 boards of other public company boardscompanies
| | ·•Annual Board, Committee, and individual Director self-assessmentevaluation process
·•Comprehensive onboarding and continuing education program
·•Regular Board refreshment and a mix of tenure, including recommended Director retirement age
·•Active consideration of diversity in Director nomination process
| | ·•Annual election of all Directors
·•Majority vote standard for Director elections
·•Equal classes of stock with equal voting power
·•No restrictions on shareholders’ rights to call special meetings
·•No poison pill
·•Processes for Director nomination by shareholders and communication with the Board
|  
| | Board Oversight Areas |  | 
| | Executive Compensation
Program and Policies | | ·Long-term•Long-term strategic plans and capital allocation
·•Enterprise risk management including cybersecurity
·•Governance and ethics policies and practices
•Sustainability, ESG, and sustainabilitycybersecurity integrated in Company’s long-term strategy ·•CEO and management succession planning
·•Human capital management
| | ·•Comprehensive clawback policy for cash incentive and equity awards-based compensation
·•No guaranteed bonuses or special grants to executives
·•Share Plansplans include minimum vesting periods and do not contain evergreen provisions
·Robust stock ownership guidelines for•Comprehensive Stock Ownership Guidelines applicable to Executive Officers and Directors
·•No hedging or pledging of company securities by Executive Officers and Directors
| |
The Board determines the independence of each Director based upon the NYSE listing standards, SEC regulations, and the Directors’ answers to questions on independence included in our annual Directors'Directors’ and Officers'Officers’ Questionnaire. Based on these standards, the Board of Directors has affirmatively determined that all Non-ExecutiveNon-Executive Directors standing for election at the AGM (i.e., Patrick Mullen, Richard Hipple, Clive Snowdon, Richard Hipple,Sylvia A. Stein, and Lisa Trimberger) are independent and have no material relationship with the Company that would interfere with their exercise of independent judgment. The Company’s Board of Directors has historically included and, to date, includes the Chief Executive Officer as the sole Executive Director. The Board has affirmatively determined that Andy Butcher, currently the only Executive Director, nominee, is not independent because he will serveserves as Luxfer’s Chief Executive Officer, effective May 6, 2022. Officer. In determining independence, the Board considers several factors related to the materiality of each Director'sDirector’s relationship with Luxfer, including the Director'sDirector’s affiliations with other organizations, such as employment, director, officer, shareholder, commercial, industrial, banking, consulting, legal, accounting, charitable, and familial affiliations. Given the nature of the advanced materials industry, an important factor the Board considers is whether the Director serves as an employee of
| | 2024 PROXY STATEMENT |
another company that is a customer, supplier, or competitor of Luxfer. While the Board has reviewed relevant relationships and found no significant relationships that would interfere with a Director’s independent judgment, the Board discloses the following relationships as part of its commitment to transparency: •Richard Hipple serves as a Director of KeyCorp, a provider of retail and commercial banking services in the United States. A Metals Equity Research Analyst at KeyCorp conducted research on Luxfer from 2018 to 2023; however, KeyCorp began research coverage of Luxfer prior to Mr.Hipple joining the Company’s Board of Directors, and Mr.Hipple has not been involved in any such research. Moreover, KeyCorp does not provide financing, investment banking, or other advisory services to Luxfer, although it has provided banking services to Luxfer prior to Mr.Hipple joining the Board in 2018. Because Luxfer’s former relationship with KeyCorp is at arms-length and Mr.Hipple has not been directly involved in any of Luxfer’s dealings with KeyCorp, the Board does not view this relationship significant enough to affect Mr.Hipple’s independence as a Director of Luxfer. •Prior to her retirement in 2014, Lisa Trimberger served as an Audit Partner at Deloitte & Touche LLP. Prior to Ms. Trimberger joining the Board, Deloitte was providing and continued to provide non-audit advisory services to the Company through March 2022. Because Luxfer’s former relationship with Deloitte was at arms-length and is not independent audit-related, the Board does not view this previous relationship significant enough to affect Ms. Trimberger’s independence as a Director of Luxfer. | | 41 | BOARD LEADERSHIP |
BOARD OF DIRECTORS INFORMATION
| ● | Richard Hipple serves as a Director of KeyCorp, a provider of retail and commercial banking services in the United States. A Metals Equity Research Analyst at KeyCorp has conducted research on Luxfer in the past and continues to do so; however, KeyCorp began research coverage of Luxfer prior to Mr. Hipple joining the Luxfer Board of Directors, and Mr. Hipple has not been involved in any such research. Moreover, KeyCorp does not provide financing to Luxfer, although it has provided banking services to Luxfer prior to Mr. Hipple joining the Board. Because Luxfer’s relationship with KeyCorp is at arms-length and Mr. Hipple has not been directly involved in any of Luxfer’s dealings with KeyCorp, the Board does not view this relationship significant enough to affect Mr. Hipple's independence as a Director of Luxfer. |
| ● | Prior to her retirement, Lisa Trimberger served as an Audit Partner at Deloitte & Touche LLP. Deloitte provides non-audit advisory services to the Company. Because Luxfer's relationship with Deloitte is at arms-length and is not independent audit-related, the Board does not view this previous relationship significant enough to affect Ms. Trimberger's independence as a Director of Luxfer. |
In August 2021, David Landless, who has served as Board Chair since 2019, announced his decision not to stand for re-election at the 2022 Annual General Meeting. Mr. Landless’ decision was made in accordance with Luxfer’s Corporate Governance Guidelines, which recommend retirement of Directors after nine years of service. Following this announcement, the Board appointed Patrick Mullen to succeed Mr. Landless as Board Chair, effective March 11, 2022. Mr. Mullen is a Non-Executive Director and is considered independent under the NYSE listing standards and relevant SEC regulations. Luxfer believes that Patrick Mullen’s service as Board Chair is appropriate because of his extensive global industrial experience, history of serving on the boards of other public companies, and knowledge of the manufacturing and engineering industries in general.
The Board believes it is important to maintain flexibility in choosing the leadership structure that best meets the needs of the Company and its shareholders, based on circumstances that exist at the time and the qualifications of available individuals. We do not have a policy requiring the positions of Board Chair and Chief Executive Officer to be held by different persons. However, these two positions have historically been separate and are expected to remain separate. The Board believes this structure is advantageous because it provides the appropriate balance between strategy development and oversight of management. It also allows the CEO to focus attention on driving business performance rather than Board governance. Additionally, this structure is consistent with corporate best practices, the Institutional Shareholder Services’ (ISS) recommendation, the views of Luxfer’s shareholders, and the U.K.UK Corporate Governance Code. The responsibilities of an independent Board Chair include, among other things: •leading the Board, including the oversight and coordination of the Board’s and its Committees’ work; •serving as a liaison between the CEO, other members of senior management, the Non-Executive Directors, and the Committee Chairs; •presiding at all meetings of the Board, including executive sessions of the independent Non-Executive Directors; •presiding at all meetings of the shareholders; •setting the Board’s meeting agendas and ensuring there is sufficient time for discussion of all agenda items; •recommending agendas for shareholder meetings and providing guidance to the Board on positions the Board should take on issues to come before shareholder meetings; •participating in discussions with the Nominating and Governance Committee on matters related to Board and Committee organization, composition, membership terms, and meeting structure; and •participating in discussions with the Nominating and Governance Committee and Remuneration Committee on matters related to the hiring, evaluation, and compensation of, and the succession planning for, the CEO, other executives, and Directors. Luxfer’s Board of Directors is currently led by Patrick Mullen, who was appointed Board Chair in March 2022. Mr.Mullen is a Non-Executive Director and is considered independent under the NYSE listing standards and relevant SEC regulations. Luxfer believes that Patrick Mullen’s service as Board Chair is appropriate because of his extensive global industrial experience, including his previous executive leadership and management roles within industrial manufacturing companies; history of serving on the boards of other public companies; and knowledge of the manufacturing and engineering industries in general. | ● | leading the Board, including the oversight and coordination of the Board's and its Committees' work; |
| ● | serving as a liaison between the CEO, other members of senior management, the Non-Executive Directors, and the Committee Chairs; |
| ● | presiding at all meetings of the Board, including executive sessions of the independent Non-Executive Directors; |
| ● | presiding at all meetings of the shareholders; |
| ● | setting the Board's meeting agendas and ensuring there is sufficient time for discussion of all agenda items; |
| ● | recommending agendas for shareholder meetings and providing guidance to the Board on positions the Board should take on issues to come before shareholder meetings; |
| ● | participating in discussions with the Nominating and Governance Committee on matters related to Board and Committee organization, composition, membership terms, and meeting structure; and |
| ● | participating in discussions with the Nominating and Governance Committee and Remuneration Committee on matters related to the hiring, evaluation, and compensation of, and the succession planning for, the CEO, other Executive Officers, and Directors.RISK OVERSIGHT |
Luxfer maintains an Enterprise Risk Management (ERM) program, which is the Company’s overall framework for identifying, assessing, monitoring, and mitigating the Company’s most significant risks. A wide breadth of potential risks relevant to the Company are evaluated under our ERM program, including those that could present financial, operational, or strategic risk. Through the ERM program, we apply standard risk management assessments and terminology aligned with the Committee of Sponsoring Organizations (COSO) Enterprise Risk Management Framework to each of Luxfer’s business units and corporate functions.
| | 2024 PROXY STATEMENT |
Luxfer’s Directors overseeBoard oversees the management of risks relevant to the Company as part of regular Board and Committee meetings. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Board Committees, as appropriate. Each Board Committee focuses on specific risks within their respective area of responsibility. Topics reviewed by the Board as part of its risk oversight responsibilities include, but are not limited to, the implementation of the Company’s strategic plan; its acquisitions and divestitures; its capital structure, allocation, and liquidity; material litigation; compliance with laws and regulation; cybersecurity; sustainability, climate, and ESG-related risks; and its organizational structure. BOARD OF DIRECTORS INFORMATION
While the full Board has overall responsibility for risk oversight, the Board delegates oversight responsibility for specific risks across its Committees, considering the Committees’ responsibilities, and the skills and experience of the Committees’ members. In particular, the Audit Committee oversees the Company’s annual ERM processes, including the establishment of the Risk Framework and completion of the annual Risk Assessment by various levels of management. Luxfer’s management has day-to-dayday-to-day responsibility for identifying, evaluating, managing, and mitigating the Company’s risk. On an annual basis, Luxfer management establishes and/or updates, as appropriate, a Risk Framework and completes a Risk Assessment. Our Risk Framework and Assessments are accompanied by an internal manual to ensure a consistent and methodical assessment of the risks to which the Company is exposed. The full Boardmanual provides guidance to help quantify the materiality of each risk, including its timing, likelihood, magnitude, scope, and financial impact. Each risk identified in the Risk Framework is reviewed by various levels of management, including our Internal Audit team. Risks are prioritized based on their relative likelihood and magnitude of the range of expected financial impact. Management regularly assesses, reviews, reports from management on various aspectsand consolidates risk assessment results at the enterprise level, ensuring they reflect the combined impact of our businessinterrelated risks such that they would be managed effectively. Risks identified as “top risks” are reviewed annually with Luxfer’s Executive Leadership Team, the Audit Committee, and related risks, including tactics and strategies for addressing such risks. At least once per year, the Board of Directors as a whole.
After material risks are reviewed, our ERM program involves the development, recommendation, and seniorimplementation of response plans appropriate to each risk. Response plans are developed and recommended by regional risk management engageteams, and then reviewed and modified as necessary. Once approved, the response plans are implemented under the oversight of management teams across the relevant locations or functions. With oversight from the Board and/or a specific Board Committee, management, with the assistance of our Internal Audit team, monitors the implementation and progress of response plans. Results from such monitoring are reported to the Board of Directors as part of regular Committee updates during each quarterly meeting or as otherwise needed. Luxfer’s Board oversees the Company’s long-term business strategy, which includes, among other matters, our strategic framework; business performance and development strategies; growth plans; and approach to commercial excellence, human capital management, lean operations, innovation, and sustainability. Working with Luxfer’s Executive Leadership Team and other key personnel, our Board engages in an in-depthin-depth strategic review of Luxfer’s outlook and strategies which are designedat least once per year to create long-term shareholder valueconsider specific issues relevant to the overall conduct of our business, including financial performance, emerging challenges and serveopportunities, enterprise risks, safety, cybersecurity, sustainability, culture, mergers & acquisitions, and other strategic matters. The Company’s strategic plan is approved by the Board annually and serves as thea foundation upon which Company goals and actions are established. Throughout the year, the Board of Directors monitorsreceives regular updates from management, reviews management’s progress against these goals. strategic goals and actions, and takes action to further evaluate and enhance the Company’s long-term strategy. MANAGEMENT SUCCESSION PLANNING |
The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer, Chief Financial Officer, Executive Leadership Team, and other key contributors. The Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, regular updates to the Chair of the Nominating and Governance Committee, and communications outside of meetings. Our succession planning process is an organization-wideorganization-wide practice designed to proactively identify, develop, and retain the leadership talent critical to the future success of the Company. BOARD, COMMITTEE AND COMMITTEE SELF-ASSESSMENTS DIRECTOR EVALUATIONS |
Annual self-assessment and evaluation of Board performance helps ensure that the Board and its Committees function effectively and in the best interest of our shareholders. The Nominating and Governance Committee is responsible for establishing and overseeing a process for self-assessment.evaluation. The Board annually conducts a self-assessmentan annual evaluation of the Board and each Committee. The assessment
| | 2024 PROXY STATEMENT |
evaluation process consists of a written evaluation comprising both quantitative scoring and qualitative comments on a range of topics, including the composition and structure of the Board and Committees, the type and frequency of communications and information provided to the Board and its Committees, the Board'sBoard’s and its Committees’ effectiveness in carrying out their functions and responsibilities, the effectiveness of the Committee structure, Directors’ preparation and participation in the meetings, and the values and culture displayed by the Directors. With the assistance of the Company Secretary, the assessmentevaluation responses are compiled by the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee Chair leads a discussion of the assessmentevaluation results at the following Board and Committee meetings. In additionFollowing review of the evaluation results, particular areas of focus and key actions are identified. Throughout the year, the Nominating and Governance Committee monitors progress against the key actions identified and provides status updates to this annual self-assessment,the full Board as part of regular Board meetings. Additionally, verbal assessmentsevaluations are conducted in independent executive sessions at the end of every Board and Committee meeting. In addition to Board and Committee evaluations, the Nominating and Governance Committee recently implemented, and the Directors complete, peer and self-evaluations of individual Director performance, which are aimed at identifying individual Director strengths and development areas. The results of Director evaluations are anonymous and discussed solely by the individual Director and Chair of the Nominating and Governance Committee. Board education is an ongoing, year-roundyear-round process, which begins when a Director joins our Board. Upon joining the Board, new Directors are provided with an orientation to the Company, including our businesses, strategy, and governance. On an ongoing basis, Directors receive educational presentations on a variety of topics related to their responsibilities as Directors and the industries in which Luxfer operates. These presentations are provided by external advisors and/or our senior management team. In 2021,2023, topics for Board education included Luxfer values and culture; anti-corruption and anti-bribery; anti-trustanti-bribery; anti-trust compliance; global insider dealing; pension regulation and strategy; share repurchase programs and trends;global business ethics; capital markets; cybersecuritymerger and privacy;acquisition strategy and trends, including strategic options; SEC regulatory developments and disclosure proposals; technology for Boards; talent management; emerging issues in governance; audit, accounting, and financial analysis; areas of risk relating to Generative AI; cybersecurity; ESG; and diversity and unconscious biases. In addition to an in-depth orientation program for new Directors, Luxfer is proud to support the continued education of our Directors and encourages Directors to seek education outside of opportunities provided by the Company. This support includes reimbursement for reasonable expenses related to Directors’ encouraged attendance at conferences, seminars, and outside training programs. | | 43 | GOVERNANCE POLICIES AND PRACTICES |
BOARD OF DIRECTORS INFORMATION
POLICIES AND PROCEDURES
Luxfer is committed to the highest standards of corporate governance and ethics. As such, the Board of Directors has adopted a set of Corporate Governance Guidelines. These guidelines describe the principles and best practices that the Board follows in carrying out its responsibilities in order to (i) ensure that the Company is run in a transparent and ethical manner and (ii)to support the Company’s core objectives in furtherance of its values. Additionally, the Board has adopted thea Code of Ethics and Business Conduct, which is the designated code of ethics applicable to our Chief Executive Officer, Executive Officers, Board of Directors, and anyone conducting business on Luxfer’s behalf. The Board reviews best practices and developments in corporate governance, and, if appropriate, revises the Corporate Governance Guidelines, Code of Ethics and Business Conduct, Committee Charters, and other governance instruments at least once annually in accordance with the rules and best practices of the SEC and NYSE. Copies of these documents are available on our website at https://www.luxfer.com/investors/governance/. Luxfer'sLuxfer’s Code of Ethics and Business Conduct and Corporate Governance Guidelines address conflicts of interest. As provided in the Code of Ethics and Business Conduct, a “conflict of interest” occurs when an individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of the Company. A conflict of interest can arise when an employee, Executive Officer, or Director (or a member of their family) takes actions or has interests that may make it difficult to perform their work for Luxfer objectively and effectively. Conflicts of interest also arise when an employee, Executive Officer, or Director (or a member of their family) receives improper personal benefits as a result of their position in Luxfer or another entity.organization. The Company periodically, but no less frequentfrequently than annually, solicits information from Directors and Executive Officers in order to monitor potential conflicts of interest.
| | 2024 PROXY STATEMENT |
Directors and Executive Officers are expected to always be mindful of their fiduciary obligations to the Company, and they must seek determinations and prior authorizations or approvals of potential conflicts of interest from (i) the Board Chair or Nominating and Governance Committee, as appropriate, in the case of Directors or (ii) Luxfer’s General Counsel, or where a conflict arises, the Nominating and Governance Committee, in the case of Executive Officers. In 2021,2023, there were no conflicts of interest. RELATED PARTY TRANSACTIONS |
In addition to standards set forth in our Corporate Governance Guidelines, Luxfer has established a Related Party Transactions Policy. As defined in the Policy, a “Related Person” is any (i) person who is or was (since the beginning of the last fiscal year for which Luxfer has filed a Form 10-K and Proxy Statement, even if they do not presently serve in that role) an Executive Officer, Director, or nominee for election as a Director of Luxfer, (ii) person who is the beneficial owner of greater than 5% of Luxfer’s outstanding ordinary shares, or (iii) Immediate Family Member of any of the foregoing. “Immediate Family Member” is defined as “any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing the household of a person.” In accordance with the Related Party Transactions Policy and consistent with Sectionsection 314.00 of the NYSE Listed Company Manual, as amended, on April 2 and August 26, 2021, the Audit Committee must conduct a reasonable prior review of all “Related Party Transactions.”Transactions” and prohibit such a transaction if it determines it to be inconsistent with the interests of the company and its shareholders. A “Related Party Transaction” is any transaction directly or indirectly involving a Related Party that is required to be disclosed under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). Under Item 404(a), the Company is required to disclose any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which (i)(a) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (ii) Luxferyear; (b) the Company was or is to be a participant,participant; and (iii)(c) any Related Person hasParty had or will have a direct or indirect material interest [other than solely as a result of being a Director or trustee (or any similar position) or a less than 10% beneficial owner of another entity]. interest. In considering whether to approve a Related Party Transaction, the Audit Committee takes into account, among other factorsall of the relevant terms, facts, and circumstances available to it, deems appropriate,including but not limited to the following, if applicable: (i) the information made available in the notice described in section 3.0 of the Company’s Related Party Transactions Policy; (ii) the purpose of the transaction and its potential risks and benefits to the Company; (iii) the interests of all Related Parties in the Related Party Transaction; (iv) the role, if any, the Related Parties played in arranging the transaction; (v) whether the transaction was or is proposed to be undertaken in the ordinary course of the Company’s and the Related Party’s business; (vi) whether the Related Party Transaction is material to the Company; (vii) whether the terms and conditions of the Related Party Transaction are fair to the Company and usual and customary in the market; (viii) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances andcircumstances; (ix) the extentavailability of other sources for comparable products or services; (xi) in the event the Related Party is a Director, an Immediate Family Member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer, the impact of the transaction on the Director’s independence, and if the Director serves on the Remuneration Committee, such Director’s status as a “non-employee director” under Rule 16b-3 of the Exchange Act, and, if applicable, an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended; and (xii) the information required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K of the Securities Act if the Company were to enter into the Related Person’s interest in the arrangement. Party Transaction. In 2021,2023, there were no Related Party Transactions. | | | 2022 Proxy Statement 44SECURITY OWNERSHIP |
BOARD OF DIRECTORS INFORMATION
Various Luxfer policies address security ownership, including the Insider Trading and Dealing Policy and the Stock Ownership Guidelines. Particularly, Luxfer'sLuxfer’s Insider Trading and Dealing Policy prohibits a number of transactions by “Covered Persons.” “Covered Persons” include Directors, Executive Officers, and various Luxfer employees and consultants in management, corporate, finance, IT, and investor relations roles.roles, as well as their spouses, children, stepchildren, other family members living in the same household, and other close family members whose transactions are influenced by a Covered Person. Specifically, the Policy prohibits the following in relation to Company securities: short-termshort-term trading, short sales, options trading, trading on margin, and hedging. All Covered Persons – including family members of Covered Persons, members of a Covered Person'sPerson’s household, and entities controlled by Covered Persons – are expected to comply with the Insider Trading and Dealing Policy, as well as applicable securities laws and regulations. Further, Luxfer has established Stock Ownership Guidelines, which apply to all Directors, Executive Officers, and any other key employees that the Remuneration Committee may identify from time to time in consultation with management. The Company’s Articles of Association do not currently require Directors to hold a minimum number of shares in the Company in order to qualify for appointment to the Board of Directors; however, the Stock Ownership Guidelines provide the Company'sCompany’s expectations as to the minimum amount of shares such persons should own in the Company. These minimum amounts are based on the total value of the shares owned by a person being equal to a certain multiple of such person’s annual base salary or retainer fee. Additionally, the Stock Ownership Guidelines include share retention ratios to assist in a person'sperson’s continuous progress toward their respective ownership guideline. Directors and Executive Officers are expected to achieve the minimum ownership guidelines within five years of the effective date of the Stock Ownership Guidelines or their appointment or election, whichever occurs later.
| | 2024 PROXY STATEMENT |
45 | ENVIRONMENT, SOCIAL AND GOVERNANCE INITIATIVES |
BOARD OF DIRECTORS INFORMATION
ENVIRONMENT, SOCIAL, AND HUMAN CAPITAL
INITIATIVES
Luxfer remains committed to operating safe, clean, and environmentally compliant facilities while supporting our employees and communities in which we operate. Foundational to a sustainability strategy that positions Luxfer for long-term growth, we will continuously evaluate these commitments through strong governance practices and policy development, ensuring that we always do business based on our mission and values. Luxfer’s Board of Directors overseesis responsible for overseeing the Company’s long-term business strategy, which includes, among other things, the Company’s approach to ESG matters and receives regular updates on the Company’s progress. In general, the Board’s oversight over Luxfer’s ESG initiatives include governance-relatedmatters. The Board considers our governance-related policies and practices; our systems of risk oversight and management; how we advance environmental sustainability in our business and operations;sustainability; health and safety; human rights; human capital management and corporate culture; cybersecurity; and the manner in which weway serve our customers and support our communities. In December 2024, Luxfer will publish our third Sustainability Report, a biennial report highlighting our ongoing efforts to drive sustainability in our operations and business units. Building on our inaugural report published in 2020 and a subsequent update published in 2022, the 2024 Sustainability Report will include (i) more granular environmental and social data through 2023; (ii) an update on our progress towards meeting our 2025 Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; (iv) visibility on new and ongoing sustainability initiatives; and (v) our future 2025-2027 sustainability goals and strategy. In 2023, we continued tracking energy and emissions data through our internal ESG Scorecard, which measures progress across a wide range of ESG key performance indicators. In addition to recording data, the ESG Scorecard is the mechanism through which we evaluate performance against our 2025 Environmental Goals, which includes our commitment to reducing our absolute carbon dioxide equivalent (“CO2e”) emissions by 20% by 2025 using a 2019 baseline. Having finalized our full year 2023 emissions figures, we are pleased to have exceeded our 2025 emissions reduction goal ahead of schedule with a 48% decrease in our total absolute CO2e emissions in 2023 from our 2019 baseline. In addition to updates provided in annual reports and other sustainability-related publications, we plan to provide additional details on final full-year 2022 and 2023 emissions data, and an update on progress towards all our 2025 Environmental Goals, in a future sustainability report anticipated in December 2024. In 2021, we established stronger internal data collection and reporting procedures on our environmental metrics. Each Luxfer business unitsite compiles greenhouse gas emission inventories and monitors electricity and natural gas usage. AnyAll other greenhouse gases produced as a result of manufacturing processesoperations, such as propane and direct CO2, are also recorded. NaturalScope 1 emissions consist of all direct emissions from fuel combustion, natural gas, propane, usage, and all other COsources of direct emissions. Scope 2e emissions are classified as “Scope 1,” whileconsist of all indirect emissions attributable to the Company through the consumption of purchased electricity, usage is classified as “Scope 2.”steam, heating, or cooling. This data is compiled and converted into CO2eto emissions to calculate our total output according toCO2e output. Our US and Canada facilities use standard CO2 conversion factors frompublished by the U.S.US Environmental Protection Agency.Agency, and our UK facilities use CO2 conversion factors published by the UK Government. Broadly speaking, natural gas and other pure gassesthe gases that compile the bulk of our emissions have very similar CO2e equivalency regardless of where it isthey are sourced. Year-on-yearYear-on-year figures are used to identify any anomalies, and similar business unitssites are compared to one another to ensure consistency and understanding of this data. At present, we do not collect details ofpublicly report any Scope 3 emissions.
The charttable below provides a summary of the Company’s Scope 1 and Scope 2 greenhouse gas emissions for 2021, since 2019. | 2023 | 2022 (1) | 2021 | 2020 (2) | 2019 (3) | | | (mtCO2e)(4) | (mtCO2e/
$1mSV)(5) | (mtCO2e)(4) | (mtCO2e/
$1mSV)(5) | (mtCO2e)(4) | (mtCO2e/
$1mSV)(5) | (mtCO2e)(4) | (mtCO2e/
$1mSV)(5) | (mtCO2e)(4) | (mtCO2e/
$1mSV)(5) | Scope 1 | 39,425 | 97.35 | 51,660 | 119.47 | 72,222 | 178.1 | 55,427.6 | 145.3 | 83,033.4 | 188.6 | Scope 2 | 13,463 | 33.24 | 20,226 | 46.8 | 31,431 | 77.6 | 17,826.9 | 46.7 | 19,042.3 | 43.3 | TOTAL | 52,895 | 130.61 | 71,886 | 166.3 | 103,653 | 255.7 | 73,254.5 | 192.0 | 102,075.7 | 231.8 |
| | 2021 | 2020 | 2019 | | (tCO2e)(1) | (tCO2e/$1mSV) | (tCO2e)(1) | (tCO2e/$1mSV) | (tCO2e)(1) | (tCO2e/$1mSV) | | Scope 1 | 72,222 | 178.1 | 54,124 | 166.6 | 71,764 | 192.2 | | Scope 2 | 31,431 | 77.6 | 40,218 | 123.8 | 29,448 | 78.9 | | Total | 103,653 | 255.7 | 94,342 | 290.4 | 101,212 | 271.1 |
| (1) | Tons of CO2 equivalent2024 PROXY STATEMENT |
OurIn 2023, our total COabsolute emissions (i.e., total metric tons of CO2e) decreased by 26.4% compared to 2022. Absolute Scope 1 emissions decreased 23.68% and absolute Scope 2e emissions decreased 33.43% year-over-year. We attribute this decrease to various energy- and emissions-saving projects implemented, and operational efficiency gains in late 2021 and throughout 2023, which are described in greater detail below. These projects also impacted our total emissions intensity (i.e., CO2e emissions per $million in salessales), which decreased 12%by 21.46% in 2023 compared to 2020. CO2e emissions per $million in sales were lower in 2020 as a result of site shutdowns due to the COVID-19 pandemic.2022. Scope 1 emissions increasedintensity decreased by 33% in 2021, as we returned to normal production levels18.52% and in some cases, worked to increase volume to satisfy higher demand levels. Scope 2 emissions intensity decreased 22% year-over-year. Additional investments madeby 28.98% year-over-year. While emissions intensity are useful metrics to normalize our emissions, sales value is affected by exchange and inflation rate effects. Accordingly, it is important to note that the Company’s efforts to pass through inflationary costs in 2021 on electricity-saving projects2023 has impacted our sales value and technology are anticipated to further decreaselikewise impacted our CO2e totals in 2022.
emissions intensity metrics. BOARD OF DIRECTORS INFORMATION
| FACILITIES AND OPERATIONS |
As partSince 2019, Luxfer has invested in multiple energy- and emissions-reduction projects across our global facilities, such as LED lighting, upgrades to compressors, pumps, motors, and the replacement of inefficient equipment with energy-efficient models. In addition to facility investments Luxfer is committed to enhancing internal process controls, operational improvements, and increased employee awareness of operational inefficiencies through the incorporation of our Sustainability Luxfer Business System. These business improvements have significantly contributed to the Company’s ability to achieve its 2025 Environmental Goals,emissions reduction target ahead of schedule. Other projects carried out in 2023 to improve our environmental and social footprint include:
•Luxfer MEL Technologies achieving EcoVadis Gold Sustainability Rating; •Luxfer Magtech in Cincinnati, OH attaining Green 513 Workplace certification through Hamilton County; •Luxfer Magtech in Cincinnati, OH completing a LED lighting upgrade, through which it replaced 290 fluorescent fixtures for an estimated carbon footprint reduction of about 127 metric tons of CO2e, equivalent to 15.2 homes annual energy use; •Luxfer Canada becoming a founding cohort member of Green Economy Calgary; and •Five facilities are ISO14001 certified. The Company employed approximately 1,400 people as of December31, 2023, fewer than 50 of whom relate to discontinued operations. Of the approximately 1,300 employees associated with continuing operations, approximately 700 are employed in the United States and 600 are employed internationally. Attracting and retaining talent remains a challenge in the post-COVID landscape. To succeed in today’s competitive labor market, Luxfer takes a proactive approach to human capital management by pursuing several priorities that we believe are committedcritical in recruiting, retaining, motivating, and developing top talent. Such priorities include: (i) ensuring occupational health and safety; (ii) providing opportunities for professional growth and development; (iii) maintaining diverse and inclusive workplaces; and (iv) promoting financial, physical, and emotional well-being while trying to reducingenhance the employee experience. Our Board of Directors and Executive Leadership Team play a key role in setting our CO2e emissionshuman capital management strategy and driving accountability for meaningful progress. Informed by 20%, reducing waste-to-landfilldata, our human capital management initiatives are supported by 20%,local leadership, with significant functional oversight by our local human resource teams. All Luxfer facilities collect data on employee retention, talent acquisition, training, and reducing freshwater consumption by 10% from our baseline of 2019. With financially sound projects, we have started deliveringsafety. Metrics are recorded quarterly on our sustainability commitments through improvementsinternal scorecard and are reported to the efficiency of our operations. Our goal in 2021 was to identify priority energy-efficiency projects, and we carried out several kaizen-type events to identify no- or low-cost projects to save energy, water, and improve our waste management. Below is a snapshot of the projects we focused on in 2021: executive management regularly. | · | Luxfer MEL Technologies in Manchester, U.K. recently installed new technology to significantly reduce the use of SF6 in their magnesium operations, which is projected to result in a net savings of over 36,000 metric tons of CO2e annually once fully operational. |
| · | Luxfer Gas Cylinders in Riverside, California modified the method by which its alternative fuel cylinders are tested for leaks by using compressed air instead of nitrogen, saving 26 metric tons of CO2e annually. |
| · | Luxfer Gas Cylinders in Nottingham, U.K., operates a site-wide zero waste initiative, which has decreased the amount of waste sent to landfill from 45% in 2007 to 0.02% in 2021. In 2021, the site was also awarded the Sustainability Award by The Business Desk for their waste reduction initiatives. |
| · | Luxfer Graphic Arts in Madison, Illinois completed an upgrade of approximately 7,500 old lighting fixtures in April 2021, saving approximately 1,490 metric tons of CO2e annually. |
| · | Luxfer Graphic Arts in Madison, Illinois also installed a swarf briquetter to separate magnesium fines from oil, recovering approximately 100 gallons of oil per week to be recycled and reused. |
| OCCUPATIONAL HEALTH & SAFETY |
The occupational health and safety of employees is fundamental to delivering sustainable economic performance. Luxfer has established well-definedwell-defined health and safety policies and procedures, as well asand ongoing employee training, as part of the Company’s commitment to being an industry leader in safety. Internal and External Gap analyses are regularly conducted andto systematically assess safety goals and objectives for all functional business units are developed.locations. As part of the Company’s enterprise-wideenterprise-wide risk management system, these objectives are monitored,evaluated, and performance related to them is regularly reviewed and discussed. discussed to strengthen organizational safety resilience.
| | 2024 PROXY STATEMENT |
Employees are encouraged to submit suggestions, ideas,observe, and observations aboutimmediately report all safety hazards, which are incorporated into a “safety moment”moments” shared at the beginning of each meeting,meeting. Safety moments are meant to increase awareness and reinforce a culture of positive safety behavior. Additional efforts include monthly employee safety meetings, with employees, safety audits conducted by management, safety audits by certain employees, and the inclusion of safety initiatives as part of select employees’ incentive plans. The Company utilizes a mixture of leading and lagging indicators to assessmeasure the health and safety performance of its operations. Leading indicators include reporting and closure of all near miss events and safety concerns identified. Lagging indicators include the recordable Incident Frequency Rate, (“IFR”), which is defined by the U.S.US Occupational Safety and Health Administration (OSHA) as the number of work-relatedwork-related injuries per 100 full-timefull-time workers during a one-yearone-year period. Recordable accidents and Lost Time Accidents are also recorded. These safety measures are integrated into theour executives’ performance evaluations of our executives and are reported to the Board on a quarterly basis.quarterly. Luxfer’s IFRlagging safety indicators from 20182019 to 2021 is2023 are shown in the table below. | 2023 | 2022 | 2021 (1) | 2020 | 2019 | Recordable Accidents | 32 | 20 | 31 | 25 | 33 | Lost Time Accidents | 4 | 8 | 15 | 8 | 5 | Incident Frequency Rate | 2.44 | 1.59 | 2.62 | 1.85 | 2.09 |
| | 2021 | 2020 | 2019 | 2018 | | IFR | 2.62 | 1.85 | 2.09 | 3.14 |
(1)2021 safety data excludes the following facilities: (i) Niagara, Canada; (ii) Aluminum operations in Riverside, CA, US; (iii) Graham, NC; (iv) Aluminum operations in Worcester, UK; and (v) Shanghai, China. Data from our facility in Pomona, CA is included, beginning in April 2021. | | 47 | EMPLOYEE WELL-BEING |
BOARD OF DIRECTORS INFORMATION
Luxfer'sLuxfer’s workforce is one of our greatest sources of sustainable value. Our ability to deliver on our objectives and build lasting relationships with our customers depends on the capabilities, attraction, and retention of the talented individuals who come to work every day. As such, we continuously strive to offer competitive pay and benefits and maintain a work-lifework-life balance for our employees in order to foster job satisfaction and increase retention.
Fair Wages and Competitive Benefits.The Company’s compensation philosophy aims to attract, retain, and motivate employees through its incentive and benefit programs. Luxfer offers competitive base pay and, depending on position, variable incentive pay associated with both individual performance and theCompany performance, of the Company as a whole, including both short-termshort-term incentive pay and long-termlong-term equity awards. Full-timeFull-time employees and, in some cases, part-time employees who have met the minimum service hour requirements, are offeredeligible to participate in various retirement savings plans, such as the Company’s 401(k) defined contribution plan in the US and various pension schemes available to UK employees. We also offer paid time off, opportunitygroup medical, dental, and vision plans, in addition to participatevarious life, disability, and paid family sick leave options, which vary by jurisdiction. Employee Share Plans. Luxfer encourages participation in the Company’s various pension and retirement savings plans, and, for those employees located in the U.S., a 401(k) retirement savings contribution match. In addition, Luxfer employees may participate in the Company’s U.S.its US Employee Stock Purchase Plan (“ESPP”) and U.K.UK Share Incentive Plan (“SIP”), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Through convenient payroll deductions, U.S.Under the ESPP, US employees can purchase Company stock at a 15% discount under the ESPP. Similarly, underthrough payroll deductions. Under the SIP, U.K.UK employees can purchase Company stockLuxfer shares, subject to certain limits, through payroll deductions and, in turn, the Company grants participating employees one free share per every two shares purchased. Fitness and Wellness Programs.Luxfer also provides health benefit coverage,is proud to offer several optional fitness and wellness programs and healthy living incentives to our employees. We offer group medical, dental, and vision plans, along with life, disability and paid family leave offerings which vary by jurisdiction. Luxfer is proud to offer several optional fitness and wellness programs, such as ourOur Employee Healthy Lifestyle Program. AvailableProgram is available to our U.S.US employees this programand offers partial reimbursement for certain gym and fitness center memberships, weight loss programs, and group exercise classes. U.S.US employees are also eligible to participate in a smoking cessation program through which employees who complete a 90-day90-day program are rewarded with lowered insurance rates. In addition to financial and physical wellbeing, our employees’Emotional Well-Being. We support the social and emotional health is supported throughof our employees by providing access to wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance plan, U.S.US employees have convenient access to mental health services through live video visits with a board-certifiedboard-certified doctor or licensed therapist. Luxfer also provides access to the Employee Assistance Program, which is designed to support employees and their families with a variety of work-lifework-life services and resources, including legal assistance, financial budgeting, and more. Through the Employee Assistance Program, employees are connected to a credentialed counselor, free of charge, to provide professional, confidential services to help them and their loved ones improve their quality of life.
| | 2024 PROXY STATEMENT |
GROWTH AND TALENT DEVELOPMENT |
OneProviding opportunities for professional growth and development is key to Luxfer’s retention strategy. Luxfer maintains talent and succession planning processes, including regular review by the Executive Leadership Team and reports to the Board of Luxfer’s core values is ‘Personal Development’ because we are only as strong as our employees who achieve, lead, and revolutionize our business. We believe in each employee’s ability to bring their unique skills and passions into the challenging and constantly evolving industries we serve by providing an environment to grow and take advantage of career opportunities.
Directors. Employees are provided with training, learning, and development opportunities at all levels of the Company. AtWe operate leadership and management development programs, which provide a consistent approach to the management level,development of the ManagementCompany’s future leaders and Executive Development Program focuses on individual strengths and fosters technical skills and knowledge to create the next generation of well-rounded Luxfer leaders.managers. With a multi-facetedmulti-faceted curriculum, the Program providesthese programs provide critical problem-solving,problem-solving, communication, business management, and leadership skills. AtLuxfer also maintains various training and development programs for employees at the workforce level, management teams work closely with employeesin addition to ensure they have the skills, knowledge, experience,regular coaching and support necessary to accomplishfrom their goals.supervisors and performance evaluations. Management utilizes a variety of tools to evaluate employee performance, including skills assessments, self-evaluations,self-evaluations, and the achievement of personal objectives. Personal objectives (a list of goals the employee will strive to achieve) are set at the beginning of each year in the form of a balanced scorecard. Managers approve the personal objective scorecard and review the employee’s performance in relation to their scorecard throughout the year. For eligible employees, annual bonusescash incentives are tied to the achievement of personal objectives. Moreover, setting personal objectives gets employees involved withties employee performance to the Company’s overall strategy and improves engagement, thereby supporting Luxfer’s growth and profitability. To further support our employees’ personal and professional development, Luxfer offers a company-widecompany-wide online training and development platform designed to increase access to critical business, leadership, management, productivity, collaboration, and computer software skills. Available to all Luxfer employees, theThe platform provides access to over 180,000 courses, videos, books, and audio books on a variety of topics from world-classworld-class experts. The content is made to suit different learning styles; all one click away in the same user interface. Employees can access the content 24/7 on any desktop computer or mobile device, providing them with the opportunity to improve their performance anytime, anywhere. BOARD OF DIRECTORS INFORMATION
| DIVERSE AND SUPPORTIVE WORKPLACE |
The professional conduct of our employees furthers the Company’s mission, promotes productivity, minimizes disputes, and enhances our reputation. As such, Luxfer is committed to creating and maintaining a work environment in which people are treated with dignity, decency,diverse, global workforce that provides fair and respect. Pursuant to the Company’s Equal Opportunity, Non-Discrimination,equitable opportunities, thereby advancing Luxfer’s innovation culture and Anti-Harassment Policycustomer first values. With continued focus on diversity and Human Rights and Labor Practices Policy, the work environment at Luxfer is characterized by mutual trust and the absence of intimidation, oppression, and exploitation and operates free of discrimination or harassment. equity, Luxfer’s diversity initiatives include, but are not limited to, practices and policies on recruitment and selection, including targeted sourcing of personnel from diverse backgrounds; compensation and benefits; professional development and training; advancement opportunities; and the ongoing development of a diverse and inclusive work environment. To ensure effective teamwork and achievement of common business goals, all Luxfer personnel are required to complete a variety of anti-harassment, non-discrimination,anti-harassment, non-discrimination, diversity, and unconscious bias trainings annually. Luxfer’s talent acquisition teams and hiring managers undergo additionalenhanced training to ensure that a diverse slate of candidates is considered for all job openings. Further, Luxfer monitors the composition of its current workforce for diversity, age, and gender demographics. The quality of this data is continually improved to ensure that a diverse and talented workforce is maintained. This data is used to proactively enhance employment and recruitment practices to provide the most inclusive work environment possible. THIRD PARTY RELATIONS AND SUPPLY CHAIN COMPLIANCE |
To ensure that our partners conduct business with a high degree of integrity and in a socially and environmentally responsible manner, all third parties with whom we do business (including suppliers, distributors, contractors, agents, service providers, and customers) are expected to adhere to our Third Party Code of Conduct. Based on our own Code of Ethics and Business Conduct, the Third Party Code of Conduct applies to all third partiesparty representatives worldwide. Under the Code, third parties are expected to respect, acknowledge, uphold, and comply with the following key themes and extend these standards to their supply chain: •working conditions; •employee health and safety; •child labor, forced labor, and human trafficking; •business ethics, anti-corruption, and anti-bribery; •data privacy; •environmental responsibility; •conflict-free mineral sourcing; and •product and service quality. | · | Working conditions;Page 47 |
| · | Employee health and safety;2024 PROXY STATEMENT |
| · | Child labor, forced labor, and human trafficking; |
| · | Business ethics, anti-corruption, and anti-bribery; |
| · | Environmental responsibility; |
| · | Conflict-free mineral sourcing; and |
| · | Product and service quality. |
Beginning in 2021, the establishment of new commercial contracts and the continuation of existing commercial arrangements with Luxfer require that third parties complete and return an acknowledgement form as a means to verify compliance with the Third Party Code of Conduct. To ensure ongoing compliance, Luxfer requests that third parties renew their signature on the form once every three years. Presently, acknowledgement of the Third Party Code of Conduct applies only to vendors and suppliers who do $50,000 or more in business with Luxfer annually. In 2023, 91% of suppliers and distributors who meet this threshold attested compliance in writing to Luxfer’s Third Party Code of Conduct. Our goal in 2024 is to continue implementing the appropriate internal processes to achieve a 100% attestation rate from third parties who meet this threshold. This metric is tracked quarterly by each Luxfer location on our internal ESG Scorecard and is reviewed twice annually with the CEO and senior management. We look forward to continuously improving our internal processes so that we may extend this requirement to 100% of our supply chain in the future. To further improve the sustainability performance of our supply chain, Luxfer facilities conduct due diligenceevaluations of new and existing vendors are conducted regularly. We utilize several methods to ensure that our standards are met, including vendor risk assessments. Through this approach, vendor assessments are conducted based on multiple factors, including risk profile, engagement type and activity, and geography. These assessments evaluate the vendor’s ability to meet both our internal and industry standards for quality, safety, and reliability. Pursuant to our Third Party Code of Conduct, third parties through a variety of methods, including risk assessmentsare required to allow representatives from Luxfer and, both on- and off- site audits, which provide usif requested, Luxfer’s customers full access to policies and records,their production facilities, worker records, and workers for confidential interviews. Buyers inWe use appropriate due diligence procedures to vet our purchasing department also receive additional training on the supplier standards covering human rights, labor practices,vendors prior to entering into any business arrangements and working conditions at least once annually. Objectives related to these topics are also integrated intoreject those who do not fulfill our buyers’ performance reviews. requirements or meet our standards. We encourage and facilitate reporting of environmental, social, or governance non-compliancenon-compliance in our operations and throughout our supply chain through our confidential, anonymous whistleblowing hotline. Concerned individuals may report actual or suspected violations anonymously via our hotline, which is available 24/7 and offers multi-lingualmultilingual support for reporters in more than 170 languages. | | 49 | CYBERSECURITY |
BOARD OF DIRECTORS INFORMATION
Cybersecurity and privacy risks are critical issues for Luxfer, asAs customer preferences and business-efficiencybusiness-efficiency demands continue to lead to a more connected and digitized world. Because thereworld, cybersecurity and privacy risks have become critical business issues. Luxfer understands the systemic nature of cybersecurity threats to the safety and security of our Company, customers, and employees. As such, Luxfer is no single methodcommitted to protectsafeguarding and protecting our information technology (“IT”) network, equipment, and systems against every type of potential attack, wecybersecurity threats to ensure our future security and reduce risk.
We have adopted a risk management approach addressing cyber threats, which includes (i) Board-levelBoard-level oversight; (ii) preventing hackers from penetrating our systems (“cybersecurity”); (iii) containment and recovery measures in the event of an attack (“cyber resilience”); (iv) policies and employee training; (v) third-partythird-party cybersecurity measures; and (vi) compliance with applicable laws and regulations. Accordingly, we will continue to review and update our existing governance, policies, and practices to address the following objectives: •ensure business continuity by protecting Luxfer’s technology, data, intellectual property, and information assets; Board-Level Oversight. •increase cyber-resiliency and enhance controls for detecting and mitigating cybersecurity incidents;
•safeguard the availability and reliability of Luxfer’s network infrastructure, systems, and services; •ensure compliance with all applicable regulations and Luxfer policies, controls, standards and guidelines; and •comply with requirements for confidentiality and privacy with respect to Luxfer’s customers and employees. Board-Level Oversight. As a part of its regular risk oversight, Luxfer’s Board of Directors is responsible for overseeing cybersecurity, information security, and technology risk. The Committee receivesBoard is comprised of independent Non-Executive Directors, and one Executive Director. Luxfer’s Senior Management Team provides regular reports on ITinformation security matters at least once quarterly fromto the Company’s senior management. The day-to-day management ofBoard, as it is their responsibility to oversee Management’s actions to identify, access, mitigate and remediate material risk. Management Oversight. Luxfer’s cybersecurity program is handledmanaged by our IT Steering Committee. Comprised of IT Managers from across the Company and chaired by a member of Luxfer’s Executive Leadership Team, the IT Steering Committee who maintains the vision, strategy, and operation of Luxfer’s cybersecurity program and ensuresprogram. IT Managers, who have operational responsibility for the actions of the Committee, ensure the effective implementation of the Company’s IT policies and practices.manage the local IT teams to ensure they are appropriately supported. Local IT teams have the day-to-day responsibility for implementing and monitoring the operation of Company IT policies within their respective business units. IT personnel within the Company are qualified within their respective roles and are provided with the resources to carry out their responsibilities effectively.
| | 2024 PROXY STATEMENT |
Cybersecurity. We In the conduct of our business, we increasingly collect, use, transmit and store data on IT systems. This data includes confidential information belonging to us, our customers and other business partners, as well as personally identifiable information of individuals, including our employees. Like other global companies, we have operationalized a series of measures that seekexperienced, and expect to prevent attackscontinue to be subject to, cybersecurity threats and incidents, ranging from compromising our systems. Luxfer has a breadth of controls in placeemployee error or misuse, individual attempts to protect against cyberattacks, including firewalls, threat monitoring systems, protected cloud architecture, and more frequent security patching. We have phased out vulnerable operatinggain unauthorized access to IT systems, and updated legacy serverssophisticated and targeted measures, known as advanced persistent threats; none of which have been material to the Company to date. Cybersecurity Risk Management. We devote significant resources to network security, data encryption, employee training, monitoring of networks and systems, patching, maintenance and backup of systems and data. We also follow best practices for IT and data security, as our IT controls are aligned with advanced security. Applications that run and manage our core operating data are fully backed up. Cyber Resilience. WeDFARS / NIST 800-171 IT Security Standard for US Government Contractors. Although there have an IT Incident Response Plan in place to quickly identify, track, and respond to potential or confirmed cybersecurity incidents. To protect our assets, we regularly assess security controls to manage potential events, cyber patterns, and attack modes. Althoughbeen no cybersecurity incidents that have been material to the Company to date, cyber-attacks are continually becoming more sophisticated, and our IT network is still potentially vulnerable to threats and incidents in the future.
To assure long-term success, Luxfer is committed to discovering and preparing for all potential cybersecurity threats. We set out below certain mitigating actions that we continue to maintain insurance coverage forbelieve help us manage our principal cybersecurity and business continuity risks. Policies and Employee Training.
Risk | Risk Description | Management of Risk | Network and Systems | Luxfer’s operations are increasingly dependent on IT systems and management of information, and a cyber-attack could inhibit our business operations including disruption to sales, production and cash flows. | Luxfer has a wide breadth of controls in place to protect against cyber-attacks including firewalls, threat monitoring systems, protected cloud architecture, and more frequent security patching. We have phased out vulnerable operating systems and updated legacy servers with advanced security. Applications that run and manage our core operating data are fully backed up. | Employee Error or Misuse | As cyber-attacks and phishing scams are becoming more advanced, employees may fail to recognize the signs of a cyber-attack or rely solely on the Company’s IT defenses. | We have global policies covering IT security standards and provide annual training modules for employees. We also train our employees on cybersecurity through phishing simulations. | Third-Party Cybersecurity Measures | In part, we depend on the reliability of certain tested third parties’ cybersecurity measures, including firewalls, virus solutions and backup solutions. Our business may be affected if these third-party resources are compromised. | Our IT Steering Committee performs thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. The IT Steering Committee also monitors and reviews access and permissions to all software and programs regularly. | Regulations | We must comply with the UK General Data Protection Regulation (GDPR) relating to the security of personally identifiable information we process. A data breach can result in non-compliance with the GDPR, leading to fines or litigation. | We make every effort to comply with the GDPR and implement best practices including annual review of our Data Protection Policy. We also train employees to maintain secure systems, access control measures, and regularly monitor and test our networks to protect data, payment information, and personally identifiable information. |
Cyber Resilience. Although we devote significant resources to network security, data encryption and other measures to protect our information technology systems and data from unauthorized access or misuse, including those measures necessary to meet certain information security standards that may be required by our customers, there can be no assurance that these measures will be successful in preventing a cybersecurity or general information security incident. We also rely in part on the reliability of certain tested third-party cybersecurity measures, including firewalls, virus solutions and annual compliance training for employees.backup solutions, and our business may be affected if these third-party resources are compromised. Training and Compliance. Our employees are also trained through regular phishing simulations.a key line of defense against cybersecurity threats and malicious actors. In addition to our IT Policies, Luxfer has a comprehensive cybersecurity training and awareness program to educate employees on how to recognize cybersecurity threats, prevent cyber-related incidents, and how to report a potential threat or breach. Our online compliance training program is mandatory for all employees worldwide, and includes cybersecurity awareness and IT security training, along with other compliance and governance related topics. Within each training module, employees must review a Company IT policy applicable to the training topic and attest that they have read, understood, and agree to comply with the Policy.
| | 2024 PROXY STATEMENT |
Third-PartyLuxfer’s IT Steering Committee continues to carry out internal phishing simulations to engage employees with cybersecurity, raise awareness, and educate employees on how to recognize and report phishing attacks. Through the simulations, we test our employees’ reaction to phishing emails and collect important metrics like click rate. Data collection allows us to pinpoint trouble spots and target additional training to specific teams or locations. This information is also reported once quarterly to Luxfer’s Senior Leadership Team and is an important supplement to our overall IT security training program.
Third-Party Cybersecurity Measures. Our IT staff perform thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. Access and permissions to all software and programs are regularly monitored and reviewed by IT managers. Compliance with Regulations. We make every effort to comply with the U.K.UK General Data Protection Regulation and other applicable laws relating to the security of personally identifiable information of our customers, employees, and anyone with whom we do business. Our Data Protection Policy is reviewed and audited by our internal audit team once annually. COMMUNICATION WITH SHAREHOLDERS AND INTERESTED PARTIES |
We believe that effective corporate governance includes year-roundyear-round engagement with our shareholders, stakeholders, and any interested party. We regularly meet with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, Luxfer engages dozens of shareholders, including our largest shareholders two to three times per year. In 2021,2023, we had more than 100 calls and meetings with investors, including those scheduled as part of investor conferences, non-dealnon-deal roadshows, and post-earningspost-earnings follow up meetings. To continuously improve our shareholder communication and outreach, we review the feedback we receive during these meetings with our Board of Directors. Our Directors, along with management, carefully consider and evaluate this information, and modify the Company’s approach to advance our shareholder engagement efforts. If you wish to provide us with feedback, please send an email to investor.relations@luxfer.com. Alternatively, if you wish to communicate with the Board of Directors, specific Directors as a group, or any individual Director, you may send a letter addressed to the relevant party, c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States.States of America. Any such communications will be forwarded directly to the addressee(s). Additional information can be found on our website at https://www.luxfer.com/contact/. | | | 2022 Proxy Statement Page 50 |
BOARD OF DIRECTORS INFORMATION
BOARD MEETINGS AND COMMITTEES
The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent wherever circumstances require. In each regularly scheduled Board and committee meeting, the independent Directors also met in executive session, without the Chief Executive Officer or other members of management present. Directors are expected to attend all scheduled meetings of the Board of Directors, all meetings of the committee(s) on which they serve, and all shareholder meetings. The Board held seven meetings in 2021, six of which occurred virtually via videoconference. One hybrid meeting occurred in September, at which three Directors attended virtually via videoconference. All incumbent Directors attended 100% of the meetings of the Board and committee(s) on which they served during 2021, and all Directors who served during fiscal year 2021 attended at least 75% of the meetings of the Board and committee(s) on which they served. All Directors then serving attended the 2021 Annual General Meeting of Shareholders.
The Board has three standing committees comprised solely of independent Directors: the Nominating and Governance Committee, the Remuneration Committee, and the Audit Committee. The functions performed by these committees, which are set forth in more detail in their charters, are summarized below.
 Committee Chair
| | 2024 PROXY STATEMENT |
| (1) | Andy Butcher will join the Company’s Board of Directors upon his appointment as Chief Executive Officer, effective May 6, 2022.NON-EXECUTIVE DIRECTOR COMPENSATION |
| (2) | Alok Maskara elected to leave the Company, effective May 6, 2022, in pursuit of another opportunity. |
| (3) | Patrick Mullen joined the Nominating and Governance Committee and the Remuneration Committee effective January 1, 2022. Mr. Mullen was appointed Board Chair effective March 11, 2022. |
| (4) | David Landless served as Board Chair until March 2022. He will continue serving as a Non-Executive Director and member of the Nominating and Governance Committee through June 8, 2022, as he is not seeking re-election at the 2022 Annual General Meeting. |
| (5) | Allisha Elliott resigned from the Board effective December 31, 2021. |
| | 51 | |
BOARD OF DIRECTORS INFORMATION
NOMINATING AND GOVERNANCE COMMITTEE |
| ROLE: | The Nominating and Governance Committee advises the Board on matters relating to corporate governance, Board structure, and Board composition. Responsibilities include, among other things, establishing criteria for Director candidates and identifying individuals for nomination to become Directors, including engaging advisors to assist in the search process where appropriate, and considering potential candidates recommended by shareholders; developing plans and making recommendations in relation to the organization, composition, membership terms, and meeting structure of the Board and its committees; overseeing and making recommendations regarding executive succession planning; administering the annual self-assessment of the Board and its committees; overseeing Luxfer's corporate governance and compliance structure and practices; and overseeing and recommending to the Board changes to our Corporate Governance Guidelines, Committee Charters, and other governing instruments. |
A full description of the Committee’s role is set forth in the Nominating and Governance Committee Charter, available at https://www.luxfer.com/investors/governance/
| MEMBERS: | Clive Snowdon (Chair since April 2020), Patrick Mullen (beginning January 2022), David Landless (through June 8, 2022), and Allisha Elliott (through December 2021). |
The Board has affirmatively determined that all members of the Nominating and Governance Committee are independent in accordance with the NYSE listing standards and SEC regulations.
| ROLE: | The Remuneration Committee sets and administers the policies that govern executive, director and senior management compensation. Responsibilities of the Remuneration Committee include, among other things, evaluating Executive Officer and senior management performance; establishing and administering executive compensation, including base salaries, non-equity incentive compensation, and equity incentive awards; reviewing and approving the Executive Compensation Discussion and Analysis included in the annual Proxy Statement; recommending actions regarding the Chief Executive Officer's compensation for approval by the Non-Executive Directors of our Board; and approving individual compensation actions for all Executive Officers other than the CEO. To assist the Remuneration Committee in its review of executive compensation programs, Meridian Compensation Partners LLC ("Meridian"), an executive compensation and human resource consulting firm, provides advice, data, and insight. Meridian was retained by the Remuneration Committee in 2021 and provides advice at times the Remuneration Committee deems appropriate. Any other work undertaken by Meridian for the Company must be approved by the Remuneration Committee. The Remuneration Committee has conducted an assessment of the independence of Meridian and has determined that Meridian does not have any conflict of interest. Aside from data provided by Meridian, the Committee also considers other sources to evaluate external market, industry, and peer company practices in its review of our compensation programs. |
A full description of the Committee’s role is set forth in the Remuneration Committee Charter, available at https://www.luxfer.com/investors/governance/.
| MEMBERS: | Richard Hipple (Chair as of November 2018), Patrick Mullen (beginning January 2022), Lisa Trimberger, and Allisha Elliott (through December 2021). |
The Board has affirmatively determined that all members of the Remuneration Committee are independent in accordance with the NYSE listing standards and SEC regulations.
Remuneration Committee Interlocks and Insider Participation: No member of the Remuneration Committee is involved in a relationship requiring disclosure as an interlocking Director/Executive Officer or otherwise under Item 404 of Regulation S-K.
| REPORT: | The Directors’ Remuneration Report is available on our website at https://www.luxfer.com/investors/reports-and-presentations/annual-reports/. |
BOARD OF DIRECTORS INFORMATION
| ROLE: | The Audit Committee oversees the Company's accounting, financial reporting, and internal control policies and procedures. Responsibilities of the Audit Committee include, among other things, overseeing financial reporting, controls, and audit quality and performance; monitoring and overseeing the independence and performance of our Independent Auditor, with responsibility for the selection, evaluation, remuneration, and, if applicable, discharge of such Independent Auditor; approving, in advance, all of the audit and non-audit services provided to the Company by the Independent Auditor; facilitating open communication among our Board, senior management, internal audit, and the Independent Auditor; and overseeing our enterprise risk management and financial compliance programs. |
A full description of the Committee’s role is set forth in the Audit Committee Charter, available at https://www.luxfer.com/investors/governance/.
| MEMBERS: | Lisa Trimberger (Chair as of April 2020), Clive Snowdon, and Richard Hipple. |
The Board has affirmatively determined that all members of the Audit Committee are independent in accordance with the NYSE listing standards and SEC regulations.
| REPORT: | The Audit Committee Report can be found under the section entitled “Audit Committee Report” on page 80 of this Proxy Statement. |
| FINANCIAL | The Board has determined that Lisa Trimberger, Clive Snowdon, and Richard Hipple are all financially literate under |
| EXPERTS: | NYSE rules. The Board has determined that Lisa Trimberger and Clive Snowdon qualify as financial experts pursuant to SEC standards. |
| | 53 | |
BOARD OF DIRECTORS INFORMATION
DIRECTOR COMPENSATION
Our director compensation program reflects our belief that a significant portion of the Directors’ compensation should be tied to long-termlong-term growth in shareholder value. Director compensation is recommended by the Remuneration Committee and approved by the Board of Directors. We use a combination of annualcash retainer fees and equity-based incentiveequity awards to attract and retain qualified Directors. The Remuneration Committee'sCommittee’s annual compensation review includes a periodic analysis of data, comparing the Company'sCompany’s director compensation levels against a peer group of publicly held companies. In conducting such review, the Remuneration Committee may utilize publicly available market data, compensation survey data, and advice provided by compensation consultants. The Remuneration Committee then reaches a recommendation regarding our director compensation program and the compensation paid to our Directors. The Remuneration Committee'sCommittee’s recommendation is subsequently provided to the full Board for review and final approval. In 2021, Meridian, the Remuneration Committee’s independent compensation consultant, provided the Committee with a benchmark study, as well as advice and recommendations on the composition of the peer group and competitive data used for benchmarking our director compensation program. The Remuneration Committee used the information provided by Meridian, as well as other trend data, to reach an independent recommendation regarding the compensation paid to our Directors. This recommendation was provided to the full Board for review and final approval.
In 2021,2023, the annual retainer payable to Non-ExecutiveNon-Executive Directors, not including the Board Chair, for service on Luxfer’s Board of Directors and its committees was US$82,000. The annual retainer payable to the Board Chair for service on Luxfer’s Board of Directors and its committees was US$115,000. Alok Maskara, our former CEO,Andy Butcher was the only Executive Director in 2021. He2023; he received no separate compensation for his Board service. Directors do not receive additional fees for meeting attendance or service on Board committees. Following the Remuneration Committee'sCommittee’s compensation review, the Board did not implement an increase to the annual retainers paid to Non-ExecutiveNon-Executive Directors for service in 2021 or 2022. 2023. Director equity awards are designed to (i) align the interests of Luxfer'sLuxfer’s Directors with the interests of the Company's shareholders,Company’s shareholders; (ii) act as a retention tool,tool; (iii) promote sound corporate governance,governance; and (iv) demonstrate a commitment to the Company. Equity awards provided to Non-ExecutiveNon-Executive Directors are granted under the Luxfer Holdings PLC Non-ExecutiveNon-Executive Directors Equity Incentive Plan, (“EIP”as amended and restated on June8, 2022 (the “EIP”). The plan under which awards are granted to Executive Directors is the Luxfer Holdings PLC Long-TermLong-Term Umbrella Incentive Plan (“LTIP”(the “LTIP”). U.K.-basedUK-based Executive Directors are eligible to participate in Luxfer’s U.K.UK Share Incentive Plan (“SIP”), which is open to all U.K.UK employees and U.K.-basedUK-based Executive Directors. In the U.S.,US, Luxfer has also established an Employee Stock Purchase Plan (“ESPP”), which is open to all U.S.US employees and U.S.-basedUS-based Executive Directors. EIP. Annual awards are made to Non-Executive Directors under the EIP as part of their fees in accordance with the Directors’ Remuneration Policy, which was last approved by shareholders at the 2021 Annual General Meeting with 99.76% of votes casted in favor thereof. The value of the award is defined in the Directors’ Remuneration Policy and, as of 2023, is equal to 100% of the retainer fee paid to a Non-Executive Director. These awards are made on the day of or immediately after the Company’s Annual General Meeting each year and vest on or around the following year’s AGM. Annual awards are typically made in the form of Restricted Stock Units. They are settled immediately on vesting, together with dividend equivalents that have accumulated during the vesting period. New Non-Executive Directors cannot participate in the annual awards until they have served six (6) months on the Board of Directors; however, the awards they would have earned from the date of their appointment are added to the next annual award, provided they are re-elected at the AGM. LTIP. The LTIP was adopted as part of Luxfer’s initial public offering in 2012 and amended and restated on June8, 2022. It is used to grant awards to Executive Directors, Executive Officers, senior managers, and junior managers. A variety of different awards can be granted under the LTIP. The maximum value of awards that can be granted to the Executive Director under the LTIP is defined in the Directors’ Remuneration Policy. | · | EIP: Annual awards are made to Non-Executive Directors under the EIP as part of their fees in accordance with the Directors’ Remuneration Policy, which was approved by shareholders at the 2021 Annual General Meeting with 97% of votes casted in favor thereof. The value of the award is defined in the Directors’ Remuneration Policy and, as of 2021, is 100% of the retainer fee paid to a Non-Executive Director. These awards are made the day after Luxfer's Annual General Meeting each year and vest the day before the following year’s AGM. Annual awards are typically made as restricted stock units. They are paid out immediately on vesting, together with dividends that have accumulated during the vesting period. New Non-Executive Directors cannot participate in the annual awards until they have served six months on the Board of Directors; however, the awards they would have earned from the date of their appointment are added to the next annual award, provided they are re-elected at the AGM.Page 51 |
| · | LTIP: The LTIP was adopted as part of Luxfer’s initial public offering in 2012. It is used to grant awards to Executive Directors, Executive Officers, senior managers, and junior managers. A variety of different awards can be granted under the LTIP. The maximum value of awards that can be granted to the Executive Director under the LTIP is defined in the Directors’ Remuneration Policy. |
BOARD OF DIRECTORS INFORMATION
| | · | SIP: The purpose of the SIP is to provide benefits to employees, including U.K.-based Executive Directors and Officers, to give such employees a continuing stake in Luxfer. Shares awarded under the SIP are allocated based on payroll contributions made by employees of the Company.2024 PROXY STATEMENT |
SIP. The purpose of the SIP is to provide benefits to employees, including UK-based Executive Directors and Officers, so as to give such employees a continuing stake in Luxfer. Shares awarded under the SIP are allocated based on payroll contributions made by employees of the Company. | · | ESPP: The purpose of the ESPP is to provide benefits to employees, including U.S.-basedESPP. The purpose of the ESPP is to provide benefits to employees, including US-based Executive Directors and Officers, so as to give such employees a continuing stake in Luxfer. Shares awarded under the ESPP are allocated based on payroll contributions made by employees of the Company. |
Copies of the above-mentionedabove-mentioned EIP, LTIP, SIP and ESPP are on file with the SEC. Additionally, Luxfer has established Stock Ownership Guidelines, which apply to all Directors and provide the Company'sCompany’s expectation as to the minimum amountnumber of shares such Directors should own in the Company. The Stock Ownership Guidelines can be found on our website at www.luxfer.com/investors/governance/board/. Further information on the Stock Ownership Guidelines is provided in the section entitled “Security Ownership”“Security Ownership” on page 45. A copy of the Stock Ownership Guidelines can be found on our website at www.luxfer.com/investors/governance/board/. 43. NON-EXECUTIVE DIRECTOR COMPENSATION TABLE |
The following table summarizes the compensation that the Company paid for the period ended December31, 20212023 to the Non-ExecutiveNon-Executive Directors serving on our Board of Directors at any time from January1, 20212023 through December31, 2023. In 2023, the average total Non-Executive Director compensation was US$163,699. | Retainers
(US$) | Equity Awards (1) (2)
(US$) | Total
(US$) | Patrick Mullen (3) | 115,000 | 162,107 | 277,107 | Richard Hipple (4) | 82,000 | 71,129 | 153,129 | Clive Snowdon (5) | 82,000 | 71,129 | 153,129 | Sylvia A. Stein (6) | 82,000 | — | 82,000 | Lisa Trimberger (7) | 82,000 | 71,129 | 153,129 |
CHANGES TO NON-EXECUTIVE DIRECTOR COMPENSATION IN 2024 |
Following its annual compensation review with Meridian, the average total Non-ExecutiveRemuneration Committee recommended, and the Board of Directors approved, the following changes to Non-Executive Director compensation excluding Patrick Mullen who served for only four months2024: •a US$20,000 increase to equity awards issued to Non-Executive Directors in 2024; and •removal of the year, was US$208,413.80.1.00 issue cost associated with awards of Restricted Stock Units made to Non-Executive Directors under the EIP. No changes in the annual cash retainers were recommended or implemented. The increase in equity awards to be awarded to Non-Executive Directors in 2024 is subject to shareholder approval of Resolution 7 regarding the Directors’ Remuneration Policy and Resolution 13 regarding approval the Second Amended and Restated EIP. | | Retainers (US$) | Equity Awards (1) (2) (US$) | Total (US$) | | David Landless (3) | 115,000 | 93,901 | 208,901 | | Clive Snowdon (4) | 82,000 | 66,956 | 148,956 | | Richard Hipple (5) | 82,000 | 170,036 | 252,036 | | Allisha Elliott (6) | 82,000 | 150,602 | 232,602 | | Lisa Trimberger (7) | 82,000 | 117,574 | 199,574 | | Patrick Mullen (8) | 27,333 | — | 27,333 |
| (1) | Represents the fair value of restricted stock units granted under the EIP in 2020 and which vested on June 8, 2021, at a share price of US$22.96, less the issue cost of US$1.00 per share, as compensation for their services.Page 52 |
| (2) | These time-based restricted stock units carry with them the right to receive accumulated dividends (in shares) during the period of the award. The dividends are not credited until the award vests. The value of the dividend shares that vested in 2021, less the issue cost of US$1.00 per share, for each of the Non-Executive Directors were as follows: David Landless US$3,030.48 (138 shares), Clive Snowdon US$2,152.08 (98 shares), Richard Hipple US$5,533.92 (252 shares), Allisha Elliott $4,897.08 (223 shares), and Lisa Trimberger US$3,799.08 (173 shares). These values have not been included in the table above. |
| (3) | As of December 31, 2021, David Landless had 5,040 unvested restricted stock units. The foregoing figure includes 60 dividends (in shares) accumulated through December 31, 2021. |
| (4) | As of December 31, 2021, Clive Snowdon had 3,594 unvested restricted stock units. The foregoing figure includes 43 dividends (in shares) accumulated through December 31, 2021. |
| (5) | As of December 31, 2021, Richard Hipple had 3,594 unvested restricted stock units. The foregoing figure includes 43 dividends (in shares) accumulated through December 31, 2021. |
| (6) | As of December 31, 2021, Allisha Elliott had 3,594 unvested restricted stock units. The foregoing figure includes 43 dividends (in shares) accumulated through December 31, 2021. Pursuant to the terms of the EIP, these unvested restricted stock units and accumulated dividends have been forfeited, as Allisha Elliott stepped down from the Board effective December 31, 2021, prior to the vesting of such restricted stock units. |
| (7) | As of December 31, 2021, Lisa Trimberger had 3,594 unvested restricted stock units. The foregoing figure includes 43 dividends (in shares) accumulated through December 31, 2021. |
| (8) | Patrick Mullen was appointed to the Board on September 1, 2021. His retainer fee in 2021 reflects his service from September 1, 2021, the date of his appointment, through December 31, 2021. |
| | 55 | |
| | 2024 PROXY STATEMENT |
2023 REMUNERATION COMMITTEE REPORT The Remuneration Committee is responsible for, among other things, setting, reviewing, and approving executive compensation, including matters regarding Luxfer’s various compensation plans, and continually assessing the effectiveness of our compensation programs considering the Company’s overall compensation strategy. The Remuneration Committee may fulfill these responsibilities independently or in conjunction with the Board, as appropriate. The Remuneration Committee operates independently of management and in consultation with its independent compensation consultant.
The Remuneration Committee has reviewed and discussed the following Executive Compensation Discussion and Analysis, as required by Item 402(b) of Regulation S-K, with management, and basedmanagement. Based upon on such review and discussions,discussion, the Remuneration Committee has recommended to the Board that the Executive Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A for the Annual General Meeting, to be filed with the SEC. THE REMUNERATION COMMITTEE
Richard Hipple
Lisa Trimberger
Patrick Mullen
SEC pursuant to section 14(a) of the Exchange Act and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December31, 2023. In accordance with the recommendation of the Remuneration Committee, ourthe Board of Directors approved inclusion of the Executive Compensation Discussion and Analysis in this Proxy Statement, and its incorporation by reference in the Company’s Annual Report on March 2, 2022.Form 10-K for the fiscal year ended December31, 2023, filed with the SEC on February27, 2024. THE REMUNERATION COMMITTEE 
| | 
| | 
| Richard Hipple Committee Chair | | Patrick Mullen Committee Member | | Lisa Trimberger Committee Member |
| | | 2022 Proxy Statement 562024 PROXY STATEMENT |
2023 EXECUTIVE COMPENSATION DISCUSSION
AND ANALYSIS This Executive Compensation Discussion and Analysis describes Luxfer’s compensation practices and the executive compensation policies, decisions, and actions of our Remuneration Committee. Through this Executive Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to the following group of individuals as the “Named Executive Officers.” The titles shown below reflect the position of each Named Executive Officer as of the date of the Annual General Meeting. This Executive Compensation Discussion and Analysis specifically relates to the compensation earned during 20212023 by the current and former Named Executive Officers identified below.  |  |  | Andy Butcher (1)
Chief Executive Officer
| 
Stephen Webster (2)
Chief Financial Officer
| Graham Wardlow
Managing Director,
Luxfer MEL Technologies
| |  | |  | | Andy Butcher(1) | Alok Maskara (3)
Former Chief Executive Officer
| Stephen Webster (2) | Heather Harding (4)
Former Chief Financial Officer
| | | | | | | | |
| (1) | Andy Butcher was appointed and will serve as Chief Executive Officer of the Company effective May 6, 2022. |
| (2) | Stephen Webster was appointed Chief Financial Officer of the Company effective March 1, 2022. |
| (3) | Alok Maskara resigned as Chief Executive Officer of the Company effective May 5, 2022. |
| (4) | Heather Harding retired from employment with the Company effective March 1, 2022. |
| | 57 
| 
| 
| Howard Mead (3) Vice President and General Manager,
Luxfer Gas Cylinders - Composite | Jeffrey Moorefield (4) Vice President and General Manager,
Luxfer Magtech | Graham Wardlow Managing Director,
Luxfer MEL Technologies |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
| | 2024 PROXY STATEMENT |
The following section provides backgroundbiographical information on our Named Executive Officers, other than Andy Butcher, Luxfer’s newly appointed CEO,Chief Executive Officer and Executive Director, about whom information is provided in the section entitled “Biographical Information”“Director Biographies” with respect to the election of Directors on page 35. 31.  | | 
| Stephen Webster Chief Financial Officer Age: 50 52 Stephen Webster was appointed Chief Financial Officer effective March1, 2022. From September 2016 to March 2022, Mr.Webster served as Luxfer’s Corporate Controller. Prior to joining Luxfer, Mr.Webster held various finance leadership roles at global businesses, serving as Head of Global Accounting at Seadrill Limited, an OSE-listedOSE-listed offshore drilling company, and ERP Business Integration Lead, IFRS Project Lead, and Financial Accounting Director at JT International, a global tobacco company. He has extensive experience in corporate financial management and external reporting under both U.S. GAAP and IFRS. Mr.Webster is a Chartered Accountant and holds a degree in International Management and Modern Languages from the University of Bath. | | | | | |  
| Graham Wardlow
Managing Director, Luxfer MEL Technologies
Age: 54
Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies (LMT) in October 2017, following the merger of Luxfer’s MEL Chemicals and Magnesium Elektron Alloys businesses. The Magnesium Powder’s business was subsequently incorporated into LMT in early 2022. Mr. Wardlow joined Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing Director of the Magnesium Elektron Alloys business in 2008 and Divisional Managing Director of MEL Chemicals in May 2017. Mr. Wardlow holds a degree in Materials Engineering from Imperial College, University of London, as well as an M.B.A. from Keele University.
| | | | |  | Alok Maskara
Former Chief Executive Officer
Age: 51
Alok Maskara has served as Luxfer’s Chief Executive Officer, and a member of the Board of Directors, from July 1, 2017. As announced on March 23, 2022, Mr. Maskara has elected to leave the Company in pursuit of another opportunity. As of May 5, 2022, he will no longer be an Executive Officer of Luxfer. Before joining Luxfer, Mr. Maskara served as President of various business segments at Pentair Plc, a provider of water treatment solutions and sustainable applications, for eight years. He previously held various leadership positions at General Electric Corporation and McKinsey & Company. Mr. Maskara holds an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University, an M.S. in Chemical Engineering from the University of New Mexico, and a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology, Mumbai. Mr. Maskara currently serves as a Non-Executive Director of Franklin Electric Co., a provider of water and fuel movement and management products.
| | | | |  | Heather Harding
Former Chief Financial Officer
Age: 53
Heather Harding served as Luxfer’s Chief Financial Officer from January 1, 2018 to March 1, 2022. As of her retirement from Luxfer on March 1, 2022, Ms. Harding is no longer an Executive Officer of the Company.
From 2012 to 2017, Ms. Harding served as Vice President of Finance for Eaton Lighting, a business unit of Eaton Corporation, a power management company. Prior to that, she was Vice President of Finance for various operating units within Cooper Industries and Emerson Electric. Ms. Harding is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from Southern Illinois University at Carbondale.
|
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
OTHER EXECUTIVE OFFICERS OF THE REGISTRANT |
In addition to the individuals identified as Named Executive Officers in this Proxy Statement, the individuals listed below are current Executive Officers of the Registrant as of April 1, 2022.
 | Peter GibbonsHoward Mead
Vice President and General Manager, Luxfer Graphic ArtsGas Cylinders - Composite Age: 5139 Peter GibbonsHoward Mead was appointed Vice President and General Manager of Luxfer Graphic ArtsGas Cylinders - Composite in July 2019. From July 2017 to July 2019, Mr. Gibbons served as Director of ITMay 2022 and Sourcing. Upon his appointment as Director of IT and Sourcing, Mr. Gibbons became a member of theLuxfer’s Executive Leadership Team.Team in February 2023. After beginning his career at RSM UK LLP, a provider of assurance, tax, and consulting services, Mr. GibbonsMead joined Luxfer in 20042011 as Europeana Financial ControllerAccountant, before progressing through roles of the Magnesium Elektron Alloys business. From 2013 to 2014,increasing responsibility at Luxfer Gas Cylinders in areas that included business improvement and finance. Beginning in September 2019, he served as Luxfer’s Group Financial Controller,Luxfer Gas Cylinders’ Global Vice President of Finance and a member of the Gas Cylinders’ Leadership Team. Mr.Mead is a fellow of the Institute of Chartered Accountants in England and Wales and holds a Bachelor of Science degree in Mathematics from 2014 to 2017, Mr. Gibbons was the Divisional Finance DirectorUniversity of Luxfer’s Magnesium Elektron Alloys business.Manchester, as well as an M.B.A. from the Open University Business School.
| | | | | |  
| Megan Glise
General Counsel and Company Secretary
Age: 29
Megan Glise was appointed General Counsel and Company Secretary in September 2020. Ms. Glise joined Luxfer as U.S. Legal Counsel in July 2018 and was appointed Associate General Counsel in February 2019. In January 2020, she became a member of the Executive Leadership Team and an Executive Officer of the Company. Before joining Luxfer, Ms. Glise was an Associate Attorney at a Wisconsin-based law firm, where she focused her practice on corporate and transactional law. Ms. Glise received her Juris Doctorate from Marquette University Law School and holds a Bachelor of Arts degree in English and Criminology and Law Studies from Marquette University.
| | | | |  | Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Age: 58 60 Jeffrey Moorefield was appointed Vice President and General Manager of Luxfer Magtech on April1, 2022, at which time he also became an Executive Officer of the Company. Mr.Moorefield previously served as Luxfer’s Vice President of Operations from March 2019 to March 2022. Before joining Luxfer, Mr.Moorefield served as Senior Vice President of Global Operations at Tennant Company, a provider of floor cleaning machines, products, and services. Prior to that, he served as Global Vice President of Operations for various business segments within Pentair Plc, a provider of water treatment solutions and sustainable applications. Mr.Moorefield holds a Bachelor of Science degree in Industrial Technology from Western Kentucky University. |
59 Page 55 |
| | 2024 PROXY STATEMENT |
| | 
| Graham Wardlow Managing Director, Luxfer MEL Technologies Age: 56 Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies (LMT) in October 2017, following the merger of Luxfer’s MEL Chemicals and Magnesium Elektron Alloys businesses. Luxfer’s Magnesium Powders business was subsequently made part of LMT in early 2022. Mr.Wardlow joined Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing Director of the Magnesium Elektron Alloys business in 2008 and Divisional Managing Director of MEL Chemicals in May 2017. Mr.Wardlow holds a degree in Materials Engineering from Imperial College, University of London, as well as an M.B.A. from Keele University. | | |
EXECUTIVE COMPENSATION FRAMEWORK |
| | Executive Compensation Philosophy and Objectives Our goal is to provide executive compensation programs that: •deliver competitive levels of compensation to attract, motivate, and retain executive talent; •align executive compensation with shareholder interests and long-term Company value; and •tie executive compensation to Company performance. | 
| | Executive Compensation Program Design Our executive compensation program is designed to: •provide appropriate balance between short-term and long-term pay and fixed and variable/at-risk pay; •include multiple components, each designed consistent with our compensation philosophy, including a base salary, an annual cash incentive, long-term equity awards, and other benefits; •cultivate sustainable growth and long-term value creation, without imposing unnecessary risks; and •reward executives for achieving financial and strategic objectives. | 
| | Executive Compensation Governance and Process Executive compensation decisions are made independent from management, subject to Remuneration Committee review, as well as approval and/or ratification by the independent Non-Executive Directors of the Board. In reviewing and establishing compensation levels and components, we consider the following factors: •benchmark and market data for executives serving in similar positions at peer companies; •individual knowledge, experience, and capabilities of the Company’s executives; •the executive’s scope of responsibility, authority, and accountability; and •the level of compensation relative to the Company’s other executives and the Company’s and/or business unit’s size and revenue. |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS OVERVIEW OF COMPENSATION PROGRAM, PHILOSOPHY AND OBJECTIVES |
Luxfer seeks to create and maintain a culture of high performance, teamwork, and accountability. Our executive compensation program is one of the tools we utilize to accomplish this objective. Philosophically, we aim to treat our executives fairly when considering factors such as (i) the complexity of their jobs; (ii) the market for their executive talent; (iii) their individual performance; (iv) the financial and strategic performance of the Company overall, or where applicable, the executive’s particular business unit; (iv) the need to attract and retain the executives; and (v) the geographic location of the executive. The Remuneration Committee sets and administers policies that govern Luxfer’s executive compensation and is responsible for: | ● | establishing and reviewing executive base salaries; |
| ● | overseeing our annual incentive compensation plans; |
| ● | overseeing our long-term, equity-based compensation plans; |
| ● | approving all awards to executives under those plans; |
| ● | annually evaluating risk considerations associated with our executive compensation program; and |
| ● | annually approving all compensation decisions for the Named Executive Officers included in the Summary Compensation Table below. |
The Committee believes that the most effective executive compensation program aligns executive initiatives with our shareholders’ economic interests. The Committee seeks to accomplish such alignment by rewarding the achievement of specific annual, long-termshort-term and long-term financial and strategic goals that create lasting shareholder value. Specific objectivesThrough regular assessment
| | 2024 PROXY STATEMENT |
and revision of the Company’s executive compensation program, the Committee continues to align executive compensation with Luxfer’s growth and shareholder value creation. In reviewing our executive compensation philosophy, strategy, and program include: | ● | motivating and rewarding executives for achieving financial and strategic objectives; |
| ● | aligning management and shareholder interests by encouraging employee stock ownership; |
| ● | providing rewards commensurate with individual and Company performance; |
| ● | encouraging growth and innovation; |
| ● | recognizing advancement of ESG initiatives; and |
| ● | attracting and retaining high caliber executives and key employees. |
To balancedesign and in setting compensation levels for our Named Executive Officers, the Remuneration Committee considers, among other factors, key financial and operating metrics that drive Luxfer’s growth and shareholder value; the objectives described above,of and risks related to our operations and compensation program; and the components and level of executive compensation at companies within our peer group.
Within that framework, it is critical that we meet our executive compensation program typically includes the following compensation elements: (i) base salary; (ii) non-equity incentive compensation; (iii) long-term equity incentive awards; (iv) pension or 401(k) contributions; (v)objectives to: •motivate and reward executives for achieving financial and strategic objectives; •attract and retain high caliber executives; •align management and shareholder interests by encouraging employee share purchase plans;stock ownership; •encourage growth and (vi) other benefits, such as flex perksinnovation; and healthcare, life, •provide rewards commensurate with individual and disability insurance coverage. Company performance. The Remuneration Committee reviews total compensation for Executive Officersexecutives and the relative levels of each compensation component against these objectives. We expect that our executives will, in aggregate, be paid fairly compared to the compensation peer group approved by the Remuneration Committee and considering Company performance, individual performance, tenure, and experience. COMPENSATION GOVERNANCE AND PROCESSES |
Remuneration
Committee Independent | | Non-Executive
Directors Independent | | Compensation
Consultant Independent | | Shareholders and Other
Key Stakeholders | 
| | 
| | 
| | 
| • Evaluate and approve incentive plan design and performance measures relevant to executive compensation • Review and approve the compensation of each Named Executive Officer, other than the CEO • Recommend the approval of CEO compensation to independent Non-Executive Directors | • Review and approve the compensation of the CEO • Review and ratify the compensation of the other Named Executive Officers • Review and ratify the Company’s executive compensation framework and components | • Provides advice on executive compensation programs, competitive compensation levels, peer groups, emerging trends, and best practices • Provides design advice for incentive compensation plans and other compensation programs | • Provide feedback on various executive compensation practices and governance during periodic meetings with management, which is reviewed and discussed by the Remuneration Committee and independent Non-Executive Directors of the Board |
Remuneration Committee. The Remuneration Committee is responsible for overseeing the establishment, maintenance, administration, and periodic review and evaluation of these formsthe Company’s compensation programs and policies that govern executive compensation. The Committee determines, and recommends to the Board, the Company’s framework or broad policy on executive compensation, the cost of compensation against the program’s objectives. The total compensation structures for our then-serving CEOsuch framework, and the specific compensation packages for each of the Company’s executives. Among other Named Executive Officers in 2021 are shown inthings, the graphs below.Remuneration Committee is responsible for: •reviewing and approving executive compensation packages; •making recommendations to the Non-Executive Directors of the Board with respect to our CEO’s compensation; •overseeing our annual cash incentive program, including the establishment of appropriate performance measures; •overseeing our long-term equity compensation plans; 2021 NAMED EXECUTIVE OFFICERS’ COMPENSATION STRUCTUREPage 57 |
| | | 2022 Proxy Statement 602024 PROXY STATEMENT |
•approving awards to executives under the foregoing plans and programs; EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS•annually evaluating risk considerations associated with our executive compensation program; and
In order to assess the appropriateness and effectiveness of Luxfer's fiscal 2021•annually approving and/or ratifying all compensation program, Luxfer's overall financial performance and the individual performance ofdecisions for the Named Executive Officers is considered.included in the Summary Compensation Table.
 | 2021 Financial Performance |  | Portfolio |  | Shareholder Value | ● 15.2% sales increase
● 17.6% EBITDA increase 4
● 7.5% organic revenue growth 4
● Reduced pension deficit from $91 million in 2014 to near-zero in 2021
● Net debt to EBITDA ratio of 0.8x
| ● Strengthened alternative fuel offerings through Structural Composites Industries acquisition
● Divestiture of most aluminum operations to open new avenues for growth
● Continued pursuit of bolt-on acquisitions as a key factor in growth strategy
| ● Returned $20 million to shareholders via dividends and share repurchases
● Announced long-term EPS goal of $2.00 or more by 2025
● Entered final phase of Transformation Plan to simplify Company structure and generate cost savings
|  | Innovation |  | People and Culture | ● New Unitized Group Rations-Express products introduced in our Meals Ready to Eat product line
● New zirconium productsThe Remuneration Committee evaluates the performance of our Chief Executive Officer and the performance of our other executive officers. Luxfer’s CEO assists the Remuneration Committee in evaluating the performance of our other executive officers, including the medical and electronics end-market
| ● Executed several successful leadership transitions
● Expanded DEI recruitment practices and increased diversity training
|
In 2020, our Named Executive Officers showed exceptional performanceother than the CEO. Our CEO does not participate in certain portions of Remuneration Committee or Board meetings when his compensation is discussed and leadership in navigatingdetermined. Based on these assessments, the Company through the COVID-19 pandemic, driving progress on business restructuring initiatives and building long-term value. Notwithstanding their significant accomplishments, the impactmembers of the pandemicRemuneration Committee, each of whom is an independent director, make the final compensation decisions for the Named Executive Officers other than the CEO, and make recommendations to the Board on our businessesthe CEO’s compensation.
Management. The Company’s CEO and CFO work closely with the resulting actions of our Remuneration Committee in lightadministering the executive compensation program and attend meetings of challenging performance led to a meaningful reduction inthe Committee. Specifically, the CEO and CFO are involved in the design and implementation of the executive compensation program, making recommendations to the Remuneration Committee on compensation components, performance measures, equity awards, and executive compensation packages. The CEO assists the Remuneration Committee in evaluating performance of the Company’s executive officers and makes recommendations to the Committee regarding compensation for executive officers other than himself. Non-Executive Directors. The independent Non-Executive Directors of the Board make decisions with respect to and approve the CEO’s compensation. They also review and ratify (i) the Company’s executive compensation framework and compensation components; and (ii) the compensation of the Company’s executive officers, including the Named Executive OfficerOfficers other than the CEO. Independent Compensation Consultant. The Committee’s independent compensation consultant, Meridian Compensation Partners LLC, provides research, survey information and analysis, incentive design expertise, and other analyses related to executive compensation levels and design. Meridian also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive compensation programs and policies. Meridian was retained by the Remuneration Committee in 2020.2023 and provides advice at times the Remuneration Committee deems appropriate. Any other work undertaken by Meridian for the Company must be approved by the Remuneration Committee. The Remuneration Committee assessed the independence of Meridian and determined that Meridian is independent and does not have any conflict of interest. In contrast,2023, the fees paid by the Committee to Meridian were nominal and did not exceed prescribed limits requiring further disclosure. Shareholders and Other Key Stakeholders. At our strong financial performance and execution2023 Annual General Meeting, 95.1% of long-term strategyvotes cast were in fiscal 2021 resulted in higher payoutsfavor of approving the compensation paid to our Named Executive Officers in 2022, and 97.71% of votes cast were cast in favor of holding a “Say-on-Pay” vote annually, consistent with the Board’s recommendation. We meet with our key investors throughout the year to understand the topics that matter most to them as describedthey relate to executive compensation. In these meetings, we seek the views of our shareholders and other stakeholders with respect to our existing policies and practices. Overall, investors engaged in 2023 reacted positively to our executive compensation governance and programs, noting the continued alignment between executive compensation and the Company’s long-term financial and strategic goals. We will continue to utilize rigorous governance processes to monitor and evaluate our executive compensation programs, as well as implement best practices in compensation governance. We welcome feedback on our executive compensation practices and will continue to engage with our investors and stakeholders in 2023. EXECUTIVE COMPENSATION PROGRAM DESIGN |
Our executive compensation program is designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with individual and Company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable or at-risk pay. The majority of our Named Executive Officers’ compensation is variable or at-risk and contingent on performance. In designing our executive compensation program, establishing performance measures, and setting executive compensation packages, we conduct comprehensive benchmarking analyses, no less than every three years, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target equity awards, are evaluated against comparative peer group companies.
| | 2024 PROXY STATEMENT |
While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below target levels. Further information regarding our 2023 executive compensation program is provided in the following sections. These dynamics contributedsection entitled “2023 Executive Compensation Program” below. 
2023 EXECUTIVE COMPENSATION PROGRAM |
The 2023 target compensation increases shown in our Summary Compensation Table for fiscal 2021. In 2021, our Named Executive Officers were compensatedis shown in the table below. These total target compensation figures do not include indirect forms of compensation, such as follows:retirement and other benefits, and assume that Target (Budget) performance is achieved with respect to performance-based compensation, including the annual cash incentive and performance-based equity awards, as described in further detail below.
| | | Annual Cash Incentive | | Equity Awards | | | | Base
Salary | Perquisites | Target
(% of
salary) | Target
(US$) | Target
(% of
salary) | Target
(US$) | Total Target Compensation | Andy Butcher | $628,800 | $40,000 | 100% | $628,800 | 180% | $1,131,840 | $2,429,440 | Stephen Webster (1) | $263,339 | $24,902 | 50% | $131,670 | 65% | $171,170 | $591,081 | Howard Mead | $220,288 | $20,000 | 30% | $66,086 | 40% | $88,115 | $394,490 | Jeffrey Moorefield | $212,000 | $20,000 | 40% | $84,800 | 40% | $84,800 | $401,600 | Graham Wardlow (1) | $274,545 | $24,902 | 40% | $109,818 | 65% | $178,454 | $587,719 |
| ● | A base salary comparative to salaries for their respective role, as measured against external and internal benchmarking data. The base salary is periodically adjusted for inflation and performance;Page 59 |
| ● | Variable, non-equity incentive compensation, where 80% to 100% of the annual payout is dependent on a well-defined set of annual financial metrics that relate to either the business unit’s or Luxfer’s overall performance, as applicable. The remaining 0% to 20% of the payout depends on a defined set of personal balanced scorecard objectives, which are intended to drive long-term business performance. Personal balanced scorecard objectives are only considered with respect to non-equity incentive compensation awarded to Executive Officers other than the CEO and CFO. The CEO’s and CFO’s non-equity incentive compensation is solely dependent on the achievement of certain financial metrics. Luxfer’s incentive plan allows the Company to withhold non-equity incentive compensation if Luxfer’s EBITA falls below the established Threshold, even if the business units achieve their own EBITA Budget; and |
| ● | A long-term equity incentive award, where the majority of the payout is based on Luxfer’s adjusted earnings per share and relative total shareholder return. The award is vested over a period of four years. Given the Company’s strong financial performance in 2021, equity awards granted to Named Executive Officers for fiscal 2021 performance are expected to be substantial, as the Company achieved a 25.2% adjusted earnings per share increase, which exceeds the Maximum target for the year, and, to date, exceeded Threshold performance on relative total shareholder return.4 |
4 Organic revenue growth, EBITDA, and adjusted earnings per share are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.
| | 61 | 2024 PROXY STATEMENT |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE PERFORMANCECOMPARATIVE FRAMEWORK |
Consistent with our focus on Pay for Performance, each of our Named Executive Officer's performance in relation to their personal objectives in 2021 contributes to their overall compensation. These objectives include both strategic and financial initiatives, which are aimed at ensuring Luxfer's long-term, sustainable performance and competitive differentiated value proposition. Each of our Named Executive Officer's delivery against these personal objectives is analyzed to determine their overall performance. The following is a summary of the Named Executive Officers’ delivery against their personal objectives in 2021.
| ● | Alok Maskara, Heather Harding, and Stephen Webster (Corporate Executives). Successfully generated strong cash flow throughout the year and maintained a strong balance sheet, while making progress on the Company’s long-term strategic objectives. Enhanced the Company’s portfolio by completing the divestiture of aluminum operations and acquiring Structural Composites Industries. Continued developing and executing strategies to allocate capital, develop talent, and ensure strong governance practices, while making progress on the Company’s Transformation Plan to enhance shareholder value. |
| ● | Andy Butcher and Graham Wardlow (Business Unit Leaders). Successfully delivered on strategic plans specific to their business unit to organically grow revenue, expand margins, and maintain customer service levels despite difficult macroeconomic conditions, including materials and labor shortages. |
In setting compensation for our Executive Officers,executives, including our Named Executive Officers, the Remuneration Committee uses competitive compensation data from a total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation levels and specific compensation elements.components. Additionally, the Committee uses multiple reference points when establishing targetedtarget compensation levels. The Committee applies judgementjudgment and discretion in establishing targetedtarget compensation levels, considering not only competitive market data but also factors such as company, business unit, and individual performance; scope of responsibility; critical needs and skill sets; experience; leadership potential; succession planning; and succession planning.the geographic location of the executive. In setting compensation for 2021,2023, the Committee usedreferenced the output from thea total compensation analysis and benchmarking study performed by Meridian Compensation Partners LLC ("Meridian") in December 2020.Meridian. In its analysis, Meridian utilized data sourced from 2020 proxy statements, Meridian’s Trends and Developments Survey, and other public sources related to a group of peer companies (the “Comparator Group”) to provide a comparison between market pay levels and the target total compensation of Luxfer’s Named Executive Officers. executives. Based on Meridian'sMeridian’s review and recommendations, as well as the foregoing criteria, the Committee used the following Comparator Group for benchmarking purposes: | ● | •Chart Industries, Inc. | ● | •ESCO Technologies, Inc. •Haynes International, Inc. •Helios Technologies, Inc. •Kadant, Inc. | ● | SPX FLOW, Inc. | | ● | Ciner Resources LP | ● | •Kaiser Aluminum Corporation •L.B. Foster Company | ● | •Materion Corporation •Quaker Houghton •Sisecam Industries LP •Standex International Corporation | | ● | ESCO Technologies, Inc. | ● | L.B. Foster Company | ● | •The Gorman-Rupp Company | | ● | Haynes International, Inc. | ● | Lydall, Inc. | ● | •TimkenSteel Corporation | | ● | Helios Technologies, Inc. | ● | Quaker Chemical Corporation | ● | •TriMas Corporation |
All companies included in the Comparator Group were (i) publicly-tradedpublicly traded on a major exchange; (ii) similar in business size to our business units and global in nature; and (iii) engaged in the same or a similar industry to ours. As provided by Meridian as part of the total compensationthis benchmarking study completed, in December 2020, the Comparator Group companies had full year 2022 revenues ranging from approximately US$370 495million to US$1,389 1,400million, with median revenues of approximately US$765 880million. On a similar basis, Luxfer’s revenue for the year ended December31, 20202022 was US$324.8 423million. Please note that this Comparator Group was used only for the purposes of a total compensation study. This Comparator Group, and the data related thereto, should not be referenced for purposes of a valuation or a market capitalization comparison. While the Remuneration Committee generally conducts comprehensive total compensation studies for all executives on a triennial basis, with the most recent study occurring in Fall 2023, additional analyses and studies were commissioned in 2022 upon the appointment of Andy Butcher as Chief Executive Officer, Stephen Webster as Chief Financial Officer, and Howard Mead as Vice President and General Manager of Luxfer Gas Cylinders - Composite. In setting Andy Butcher’s 2022 target compensation, the Remuneration Committee considered the target pay levels of the then-current CEO; reasonable adjustments based on the factors noted above, including experience, location, and market; the findings of Meridian’s 2020 benchmark study; and the target compensation for CEOs of companies within Luxfer’s GICS code as of March1, 2022. Many of the Comparator Group companies referenced in Meridian’s study were also included in Luxfer’s GICS code as of March1, 2022. Further information regarding the peer group companies within Luxfer’s 8-digit GICS code is provided under the section entitled “2023 Compensation Components - Equity Awards” awards on page 67. In setting Stephen Webster’s target compensation upon his appointment as Chief Financial Officer, the Remuneration Committee considered the target pay levels of the then-current CFO; adjustments based on the factors noted above, including experience, location, and market; the findings of Meridian’s 2020 benchmark study; and a separate study commissioned from Meridian. This study focused on target compensation for UK-based CFOs of publicly traded companies. The comparator companies set forth in this study included Exscientia plc, Argo Blockchain plc, Adaptimmune Therapeutics plc, Vaccitech plc, Venator Materials PLC, and Mereo BioPharma Group plc. These companies had revenues ranging from approximately US$200million to US$2,300million, with median revenues of approximately US$650million. On a similar basis, Luxfer’s revenue for the year ended December31, 2021 was US$374.1million. In setting Howard Mead’s target compensation upon his appointment as Vice President and General Manager of Luxfer Gas Cylinders – Composite, the Remuneration Committee considered the target pay levels of the former President of Luxfer Gas Cylinders; adjustments based on the factors noted above, including experience, location, and market; the findings of Meridian’s 2020 benchmark study; and a separate study commissioned from Meridian. This study focused on target compensation for Business Unit Leaders within Luxfer’s general industry, with annual turnover of less than US$1billion per annum.
| | 2024 PROXY STATEMENT |
In order to assess the appropriateness and effectiveness of Luxfer’s 2023 executive compensation program, Luxfer’s overall financial, strategic, and operational performance is evaluated. 
| | 2023 Financial Performance | | 2022 Proxy Statement 62
| | Strategy and Portfolio | •GAAP Net Sales of $405 million decreased 4.3% •Net Cash provided from continuing operations of $26.2
million, a $10.4 million increase versus the prior year 3 •Free cash flow from continuing operations of $16.8 million, a $9.3 million increase versus the prior year 3 •Adjusted EPS of $0.80 3 •Net debt to adjusted EBITDA ratio of 1.6x 3 | | •Initiated accelerated and expanded strategic review, refining Luxfer’s value proposition and identifying key strategic actions, including the intended divesture of the Graphic Arts business •Pursued strategy focused on Profitable Growth •Launched Luxfer Business System – a critical tool to realize growth potential embedded in our business •Progressed key sustainability initiatives, maintaining integration of ESG in the Company’s long-term strategy •Focused on attractive end markets with secular drivers | 
| | Innovation | | 
| | Shareholder Value | •Capital redeployment in new product innovation, including investment in new facility to assemble bulk gas systems •New Cylinder products developed in green energy and alternative fuels •New Elektron products accelerated in the medical and electronic end-markets •Commercialization of new emergency response and photoengraving products | | •Returned $16 million to shareholders via dividends and share repurchases |
In 2023, our Named Executive Officers continued to demonstrate strong leadership, navigating the Company through challenging market conditions, including high raw material prices in magnesium and carbon fiber and continued weakness in global industrial demand which primarily impacted the second half of the year. Despite these challenges, the Named Executive Officers continued to serve our customers, developed and commercialized new products, and executed effective cost mitigation and cash conservation programs to deliver strong free cash flow and sequentially lower net debt in the second half. The Named Executive Officers executed profitable growth initiatives and closely evaluated the Company’s long-term strategy, assessing all aspects of our operations with an optimized lens. Notwithstanding their significant dedication and notable progress, the impact of weakened demand, competitive cost pressures, and challenging market conditions on the Company’s full year performance led to a meaningful reduction in Named Executive Officer compensation in 2023, particularly annual cash incentives for most executives. 2023 COMPENSATION COMPONENTS |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
2021 COMPENSATION PROGRAM
ELEMENTS
Our compensation programs are designed to provide an appropriate balance of short and long-term compensation, fixed and variable or at-risk pay, and cash and equity-based compensation, as well as reflect our philosophy of providing pay for performance. Our Named Executive Officers’ total compensation in fiscal 20212023 was comprised of: •a base salary; •an annual cash incentive; •equity awards; •perquisites; •retirement benefits; and •other benefits, such as various insurance coverages, employee share purchase plan participation, and vacation and holiday entitlement. ______________ | 3 | | Net cash from continuing operations, free cash flow from continuing operations, adjusted earnings per share (EPS), and adjusted EBITDA are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A. |
| | 2024 PROXY STATEMENT |
The table set forth below provides an overview of the following elements:key components of our Named Executive Officers’ 2023 compensation. Further information regarding each component is provided in this section. 
| ●Fixed | base salary;Variable or At-Risk |
| ●Base Salary | Time-Based
Equity Awards | Performance-Based
Equity Awards | Annual Cash incentive | What? | Cash | Equity | Equity | Cash | When? | Annually | 4-year vesting period | 3-year performance period, with immediate grant and vesting on the third anniversary of the award date | Annually | How? Measures, Weight,
and Payout | Consideration of various factors, including market rate, experience, business unit and/or company and individual performance, and critical skills | • Measure: Value delivered through long-term share price performance • Weight: Represents 40% of total annual non-equity incentive compensation;equity award • Payout: Fixed at 40% of total annual equity award | • Measures: Earnings Per Share (EPS) Growth and Total Shareholder Return (TSR) • Weight: Represents 60% of total annual equity award, with EPS Growth comprising 24% and TSR comprising 36% • Payout: 0-200% Target | Measures Financial Performance (100%) • Management EBITA (50%) • Cash Conversion (35%) • Revenue (15%) Payout: 0-200% Target |
Why? | ●Provides competitive rates of fixed pay to attract and retain executives | Promotes retention of key executives and aligns interests with shareholders | Creates strong alignment with shareholder interests by linking long-term equity incentive awards; |
| compensation to key performance metrics and share price. | ● | employee share purchase plans; |
| ● | pension Attracts executives and incentivizes high performance by linking company and/or 401(k) contributions; and |
| ● | benefits, such as flex perks and healthcare, life, and disability insurance coverage.business unit performance with compensation |
TheAnnually, the Committee reviews total compensation for Named Executive Officers, and the relative levels of each of these forms of compensation, against the objectives of the compensation program to (i) align the interests of the Named Executive Officers with those of our shareholders; (ii) attract, retain, and incentivize talented executives; (iii) provide competitive compensation that motivates and rewards the Named Executive Officers for achieving financial and strategic objectives; and (iv) provide compensation commensurate with performance.
BASE SALARY |
| We provide each Named Executive Officer with a fixed base salary. Base salaries are set upon appointment to a specific role and periodically adjusted for performance, scope of responsibility, inflation, and other factors. In setting base salaries, the Remuneration Committee generally references comparable positions at peer companies based on available market data, which includes published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies as one of many factors in setting base salaries. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors, such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, location, business unit size and revenue, and individual performance. TheIn December 2022, the Committee undertook its annual review of base salaries forreviewed the then-serving Named Executive Officers,Officers’ base salaries in accordance with its normal procedures. There were no increasesFollowing this review, the Committee implemented an approximate 2% salary increase to the base salaries of Andy Butcher and Howard Mead, an approximate 3% salary increase to the base salaries of Stephen Webster and Jeffrey Moorefield, and an approximate 5% salary increase to the base salary of Graham Wardlow. This broad-based salary increase was intended to address inflation. Furthermore, effective July1, 2023, the Committee implemented an additional 6% annualized increase to Stephen Webster’s base salary, resulting in a total 9% increase in base salary year-over-year.
| | 2024 PROXY STATEMENT |
The Named Executive Officers’ 2022 and 2023 annualized base salaries are further detailed in the table below. | | 2022 Base
Salary
(US$) | 2023 Base
Salary
(US$) (1) | Increase
(%) | Andy Butcher | Chief Executive Officer | $615,000 | $628,800 | 2% | Stephen Webster (2) | Chief Financial Officer | $246,660 | | | January 1 - June 30, 2023 | $256,491 | 3% (3) | July 1 - December 31, 2023 | $270,187 | 6% (4) | Howard Mead | Vice President and General Manager
Luxfer Gas Cylinders - Composite | $216,000 | $220,900 | 2% | Jeffrey Moorefield | Vice President and General Manager
Luxfer Magtech | $206,000 | $212,000 | 3% | Graham Wardlow (2) | Managing Director
Luxfer MEL Technologies | $258,993 | $274,545 | 5% (5) |
base salary from £210,000 to £220,500 per annum. NON-EQUITYANNUAL CASH INCENTIVE COMPENSATION |
| |
The goal of Luxfer’s non-equityannual cash incentive compensation program is to retain, motivate, and incentivize high caliber individualsexecutives and promote the achievement of Luxfer'sLuxfer’s key financial and strategic goals and targets by: •providing above-market award opportunities for superior performance; | ● | providing above-market award opportunities for superior performance; |
| ● | placing emphasis on combined company-wide and business unit results; |
| ● | recognizing, as appropriate, individual and non-financial factors that contribute to Luxfer’s overall success; and |
| ● | •placing emphasis on combined company-wide and business unit results; •recognizing individual contributions to Luxfer’s overall success; and •emphasizing teamwork and collaboration across all business units. |
To achieve these objectives, non-equity incentive compensation iscash incentives are tied to financial and individual performance metrics. measures aligned with the Company’s long-term strategy. 2023 Target Cash Incentives The Remuneration Committee determinessets a target cash incentive for each Named Executive Officer annually. The target cash incentive represents a percentage of each then-serving Named Executive Officer’s base salary as a targeted level ofsalary. When setting the target cash incentive opportunity. These targeted levels are based onfor each Named Executive Officer, the Committee’s review of Meridian'sRemuneration Committee considers Meridian’s recommendations, the median target cash incentives for the Comparator Group, relevant survey data, and – in the case of Named Executive Officers other than the CEO – the recommendations of the CEO. Generally, the Committee sets each Executive'sThe target cash incentive opportunity as a percentage of base salary, with reference to the Comparator Group’s median target payouts. | | 63 | |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
The actual annual incentive opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility, and experience.
An Executive Officer’s base salary multipliedFollowing the completion of the fiscal year, the target cash incentive is used by the annualRemuneration Committee, together with its assessment of Company performance against established performance measures (the “Performance Payout Factor”), to determine the cash incentive opportunity percentage establishes thepayout. The Performance Payout Factor can range from 0-200%.
| | 2024 PROXY STATEMENT |
The 2023 target annual incentivecash incentives for which the Executive Officer is eligible. The Committee determined annual incentive targets in 2021 for alleach Named Executive Officers. These annual incentive targetsOfficer (as a percentage of salary and theirits value in U.S.US dollars) areis shown below, together with the maximum non-equitycash incentive compensation opportunity available and the actual non-equity incentive compensation payout for 2021.opportunity. | Target Cash Incentive
(% of Salary) | Target Cash Incentive
(US$) | Maximum Cash Incentive
(US$) | Andy Butcher | 100% | 628,800 | 1,257,600 | Stephen Webster | 50% | 134,631 | 269,261 | Howard Mead | 30% | 66,086 | 132,173 | Jeffrey Moorefield | 40% | 84,800 | 169,600 | Graham Wardlow | 40% | 112,288 | 224,575 |
2023 Cash Incentive Measures | | Incentive Target as a %
of Salary | Budget (Target)
(US$) | Maximum Non-Equity
Incentive Compensation
(US$) | 2021 Annual Payout
(US$) | | Alok Maskara | 100% | 715,000 | 1,430,000 | 1,330,615 | | Heather Harding | 65% | 237,250 | 474,500 | 441,522 | | Andy Butcher | 50% | 181,000 | 362,000 | 347,520 | | Graham Wardlow | 40% | 110,128 | 220,256 | 72,068 | | Stephen Webster | 25% | 51,623 | 103,246 | 93,375 |
Alok Maskara and Heather Harding
In determining the 2021 non-equity incentive compensation for Luxfer’s then-serving CEO, Alok Maskara, and the then-serving CFO, Heather Harding,For 2023, the Remuneration Committee considered the following two performance measures:set Management EBITA, Cash Conversion, and Management EBITA.Revenue as the performance measures applicable to the annual cash incentive. For purposes of this calculation,Named Executive Officers other than the CEO and CFO, Revenue replaced personal objectives, making each Named Executive Officer’s 2023 cash incentive wholly dependent on financial performance measures. When calculating the annual cash incentive, Management EBITA, is defined as operating income adjusted for equity income/(loss) of unconsolidated affiliates, qualifying restructuring charges, impairment charges, acquisition-related charges/credits, amortization of finance costs, the unwind of deferred consideration, amortization of acquired intangibles, and share-based compensation charges. Additionally, Cash Conversion is defined asand Revenue are measured at a corporate (group) level for corporate Named Executive Officers (in this case, the ratio of Management EBITA to adjusted operating cash flow. Adjusted operating cash flow is reconciled from Management EBITA by adding back depreciation; loss/(gain) on the disposal of property, plants,CEO and equipment;CFO) and at a business unit level for all other Named Executive Officers.4
Measure | Description | Weight (%) | Management EBITA 4 | Calculated as operating income adjusted for equity income/(loss) of unconsolidated affiliates, qualifying restructuring charges, impairment charges, acquisition-related charges/credits, amortization of finance costs, the unwind of deferred consideration, amortization of acquired intangibles, share-based compensation charges, and accounting impacts of stock revaluations. | 50% | Cash Conversion 4 | Calculated as the ratio of Management EBITA to adjusted operating cash flow.Adjusted operating cash flow is reconciled from Management EBITA by adding back depreciation; loss/(gain) on the disposal of property, plants, and equipment; and changes in assets and liabilities net of effects of business acquisitions, non-restructuring capital expenditures, equity income of unconsolidated affiliates, and UK pension deficit funding contributions. Threshold, Target, and Maximum Cash Conversion levels may be adjusted in the event that Management EBITA exceeds the Maximum level, in which case Cash Conversion performance targets decrease at a ratio of 1:2. | 35% | Revenue 4 | For Luxfer (Group) purposes, calculated as third-party revenue as disclosed in the income statement included in the Annual Report on Form 10-K for the year ended December 31, 2023. For Business Unit purposes, calculated as the business unit’s total revenue, including third-party revenue and revenue derived from intercompany sales. | 15% |
______________ | 4 | | Management EBITA, Cash Conversion, Revenue (as calculated with respect to the Business Units), and adjusted operating cash flow are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A. |
| | 2024 PROXY STATEMENT |
Chief Executive Officer and liabilities net of effects of business acquisitions, non-restructuring capital expenditures, equity income of unconsolidated affiliates, and U.K. pension deficit funding contributions.5 Chief Financial Officer. Each year, the Remuneration Committee reviews and sets, and the Board approves, the Management EBITA, Cash Conversion, and Revenue targets applicable to the CEOCEO’s and CFO forCFO’s cash incentive in the following year. The performance measures, together with the corresponding Threshold, Budget,Target, and Maximum values,levels, applicable to our CEO and CFO in 2021,2023, and the weight assigned to each performance measure, were as follows: | Performance Payout Factor as a % of Base Salary | Cash Conversion (1) | Andy Butcher
(CEO) | Stephen Webster
(CFO) | Threshold = 80% | 17.5% | 8.75% | Target = 90% | 35% | 17.5% | Maximum = 100% | 70% | 35% | Management EBITA (Group) (2) | | | Threshold = US$46.8 million | 25% | 12.5% | Target = US$52.3 million | 50% | 25% | Maximum = US$57.3 million | 100% | 50% | Revenue (Group) (3) | | | Threshold = US$430.0 million | 7.5% | 3.75% | Target = US$466.8 million | 15% | 7.5% | Maximum = US$505.0 million | 30% | 15% | TOTAL | | | Threshold | 50% | 25% | Target | 100% | 50% | Maximum | 200% | 100% |
| | Payout Factor as a % of Base Salary | | Cash Conversion (1) | CEO | CFO | | Threshold = 80% | 25% | 16% | | Budget = 90% | 50% | 33% | | Maximum = 100% | 100% | 65% | | Management EBITA (Group) (2) | | | | Threshold = US$40 million | 25% | 16% | | Budget = US$44 million | 50% | 33% | | Maximum = US$48 million | 100% | 65% | | TOTAL | | | | Threshold | 50% | 32.5% | | Budget | 100% | 65% | | Maximum | 200% | 130% |
____________ | (1) | Cash Conversion achieved in 2021 was approximately 97%. |
| (2) | Management EBITA (Group) achieved in 2021 was approximately US$48.7 M. |
5 | Management EBITA, Cash Conversion, and adjusted operating cash flow are non-GAAP measures. For a reconciliation of these non-GAAP measures, see Appendix A. |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
While the preceding paragraphs describe the processes and philosophies used by the Remuneration Committee and the Board in setting the Company’s overall performance measures applicable to the CEO and CFO, substantially the same processes and philosophies are used in setting the performance measures applicable to the other Named Executive Officers.
Andy Butcher and Graham Wardlow
In determining the 2021 non-equity incentive compensation for Andy Butcher and Graham Wardlow, the Committee considered, based upon recommendations of the CEO, the following three performance measures in relation to each Named Executive Officer’s business unit: (1)Cash Conversion Management EBITA, and personal objectives (as set by the CEO based on performance against established Balanced Scorecard Metrics, which are further described below).
The Threshold Cash Conversion for all business unitsachieved in 2023 was set at 85%, the Budget Cash Conversion for all business units117%; however, no cash incentive was set at 100%, and the Maximum Cash Conversion for all business units was set at 115%. The Cash Conversion performance measures appliedpayable with respect to these Named Executive Officers are slightly higher than the measures applied to the CEO and CFO, as the Cash Conversion applicable tomeasure under the CEO and CFO is based on the overall Cash Conversion of Luxfer2023 program, as a whole, which includes the overall net cash position for the corporate cost center, traditionally a net cash outflow.Threshold Management EBITA was not met.
Business Unit Leaders. After the Remuneration Committee approves the overall compensation framework in December of each year, the CEO and CFO review and set the Management EBITA and Revenue targets applicable to the other Named Executive Officers for the following year. Please refer to the chart belowAs in prior years, Cash Conversion targets were set at 85% (Threshold), 100% (Target), and 115% (Maximum) for theall business units. The performance measures, together with the corresponding Threshold, Budget,Target, and Maximum values,levels, applicable to Andy Butcher and Graham Wardlow in 2021. Theour other Named Executive Officers’ personal objectives are determinedOfficers in 2023, and measured against the Balanced Scorecard Metrics. The Balanced Scorecard Metrics for 2021 included three separate scorecards:
| ● | Growth Scorecard. The Growth Scorecard includes the following metrics: a net promoter score, sales pipeline value as a percent of revenue, and new product introduction sales value as a percent of sales revenue. |
| ● | Operations Scorecard. The Operations Scorecard includes metrics on quality, delivery, cost, and cash. |
| ● | Human Capital Scorecard. The Human Capital Scorecard includes metrics on voluntary turnover, employee development processes, and development plans implemented. |
The performance measures applicable to Andy Butcher and Graham Wardlow, as well as the weight assigned to each performance measure, were as follows:
| Performance Payout Factor as a % of Base Salary | | | Howard Mead | Jeffrey Moorefield and
Graham Wardlow | Cash Conversion (1) | | | Threshold = 85% | 5.25% | 7% | Target = 100% | 10.5% | 14% | Maximum = 115% | 21% | 28% | Management EBITA (Business Unit) (2) | | | Threshold | 7.5% | 10% | Target | 15% | 20% | Maximum | 30% | 40% | Revenue (Business Unit) (2) | | | Threshold | 2.25% | 3% | Target | 4.5% | 6% | Maximum | 9% | 12% | TOTAL | | | Threshold | 15% | 20% | Target | 30% | 40% | Maximum | 60% | 80% |
| | Payout Factor as a % of Base Salary | | Cash Conversion | Andy Butcher | Graham Wardlow | | Threshold = 85% | 10% | 8% | | Budget = 100% | 20% | 16% | | Maximum = 115% | 40% | 32% | | Management EBITA (Business Unit) | | | | Threshold | 10% | 8% | | Budget | 20% | 16% | | Maximum | 40% | 32% | | Personal Objectives (Balanced Scorecard Metrics) | | | | Threshold | 0% | 0% | | Budget | 10% | 8% | | Maximum | 20% | 16% | | TOTAL | | | | Threshold | 20% | 16% | | Budget | 50% | 40% | | Maximum | 100% | 80% |
| | 2024 PROXY STATEMENT |
In determining(1)Threshold, Target, and Maximum Cash Conversion levels applicable to the 2021 non-equity incentive compensation for Stephen Webster,Business Unit Leaders are slightly higher than those applied to the Committee considered,CEO and CFO, as the Cash Conversion levels applicable to the CEO and CFO are based on the recommendationsCash Conversion of Luxfer as a whole, which includes the CEO,overall net cash position for the following three performance measures in relationcorporate cost center, which is typically expected to Mr. Webster’s role as Corporate Controller: Cash Conversion,be a net cash outflow.
2023 Cash Incentive Payout Luxfer’s cash incentive program provides for payout levels between 0% and 200% of the same as those applicable to our CEO and CFO in 2021. Mr. Webster’s personal objectivestarget incentive award for | | 65 | |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
2021 included (i) corporate tax compliance and efficiency; (ii) U.S. pension plan transition; (iii) corporate FP&A enhancement; (iv) internal audit effectiveness; and (v) oversight each Named Executive Officer. At the end of external financial reporting. The performance measures applicable to Stephen Webster, as well as the weight assigned tofiscal year, each performance measure wereis assessed on a sliding scale basis. No payout is made if performance is below the Threshold levels set forth in the foregoing tables, and the full incentive opportunity (200%) is earned if performance meets or exceeds the Maximum levels set forth in the foregoing tables. As Management EBITA is the Company’s primary financial deliverable, no cash incentive is payable with respect to the Cash Conversion or Revenue measures in the event that Threshold Management EBITA is not achieved. Additionally, the 2023 cash incentive program provides for a formulaic adjustment to the Threshold, Target, and Maximum Cash Conversion targets in the event that Maximum Management EBITA is obtained, as follows:achievement of Maximum Management EBITA unintentionally results in lower Cash Conversion. Specifically, if Maximum Management EBITA is obtained, one-half of the Management EBITA figure exceeding Target level is added to the adjusted operating cash flow figure used in calculating Cash Conversion, resulting in a decrease to the Cash Conversion targets at a ratio of 1:2.
| Payout Factor as a % of Base Salary | Cash Conversion | Stephen Webster | Threshold = 80% | 5% | Budget = 90% | 10% | Maximum = 100% | 20% | Management EBITA (Group) | | Threshold = US$40 million | 5% | Budget = US$44 million | 10% | Maximum = US$48 million | 20% | Personal Objectives (Balanced Scorecard Metrics) | | Threshold | 0% | Budget | 5% | Maximum | 10% | TOTAL | | Threshold | 10% | Budget | 25% | Maximum | 50% |
Following assessment of the financial performance measures, the Remuneration Committee calculated a Performance Payout Factor applicable to each Named Executive Officer. The following chart shows the total non-equityPerformance Payout Factor, target cash incentive, compensation earned bymaximum cash incentive, and 2023 cash incentive payout for each of theour Named Executive Officers are set forth in the below table. | Target
Cash
Incentive
(% of
Salary) | Target Cash
Incentive
(US$) | Maximum Cash
Incentive
(US$) | Performance
Payout Factor | 2023 Cash
Incentive Payout
(US$) | Andy Butcher | 100% | 628,800 | 1,257,600 | —% | — | Stephen Webster (1) | 50% | 131,670 | 263,339 | —% | — | Howard Mead | 30% | 66,086 | 132,173 | 119% | 78,365 | Jeffrey Moorefield | 40% | 84,800 | 169,600 | —% | — | Graham Wardlow (1) | 40% | 109,818 | 219,636 | —% | — |
Overall, the non-equity incentive compensationcash incentives earned by each of our Named Executive Officers in 2021 was significantly higher2023 were lower than thatthose earned in 2020. This increase wasprevious years, with the majority of our Named Executive Officers receiving no cash incentive in 2023. Lower cash incentive payouts were driven by strong performancemacroeconomic conditions, particularly impacting our Industrial end markets. Additionally, continued increases in the cost of raw materials placed considerable pressure on delivery of Management EBITA and Cash Conversion in fiscal 2021, at both the group-wide andmany business unit level. The Company achievedunits. Management EBITA and Revenue performance in Luxfer (Group), Luxfer MEL Technologies, and Luxfer Magtech were below Threshold, resulting in no cash incentive earned with respect to said performance measures. Although Luxfer (Group) achieved 117% Cash Conversion, at levels above Budget,exceeding Maximum level, no cash incentive was earned with respect to the Cash Conversion measure, given that Threshold Management EBITA exceedingwas not achieved. For the Maximum targetsame reason, no cash incentive was earned with respect to Cash Conversion in Luxfer MEL Technologies and Luxfer Magtech, despite achieving Threshold and Target Cash Conversion levels respectively. Howard Mead was the only Named Executive Officer to earn a cash incentive in 2023, with Luxfer Gas Cylinders achieving Management EBITA and Revenue above Threshold but below Target level and Cash Conversion falling slightly belowexceeding Maximum level.
| | 2024 PROXY STATEMENT |
Luxfer Gas Cylinders’ Management EBITA, Revenue, and Cash Conversion performance was positively impacted by the Maximum target on a group-wide basis.successful implementation of an improved cost structure, resulting in the recovery of increased raw material costs, and increased demand in certain end markets. In terms of delivery against personal objectives, which applies to the Named Executive Officers other than the CEO and CFO, performance in 2021 exceeded historical averages. Despite a challenging business environment resulting from the pandemic, the business units made significant progress in recovery and in penetrating new growth opportunities, such as alternative fuel and gasoline particulate filtration technology. Similarly, the Company made significant progress in enhancing corporate financial planning and analysis and bolstering corporate controls to establish and maintain best-in-class processes that meet all external and internal reporting requirements. In addition, the Named Executive Officers played a critical role in furthering succession planning and talent development, which resulted in retention rates above the industry average.
2021 NON-EQUITY INCENTIVE COMPENSATION
EQUITY AWARDS |
| | 2022 Proxy Statement 66 |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
LONG-TERM EQUITY INCENTIVE AWARDS |
AwardsEquity awards granted pursuant to Luxfer’s Long-Termthe Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, (“LTIP”as amended and restated on June 8, 2022 (the “LTIP”) are intended to (i) align executive awards with shareholder returns through personal financial investment; (ii) attract and retain high quality executives in an environment where compensation levels are based on a global market; (iii) strengthen the alignment between executives and shareholders; and (iv) motivate shareholder value creation. The LTIP provides the Remuneration Committee the discretion to grant time-basedtime-based or performance-basedperformance-based awards, including in the form of Restricted Stock Units (“RSUs”) and stock options. Additionally, the Remuneration Committee has discretion toOptions, and use and set a range of performance measures applicable to awards granted under the LTIP.performance-based awards. These performance measures are to be appropriate and support Luxfer’s long-termlong-term strategy at the time the award is granted. For recent awards, the Committee has used the following performance measures in various combinations: time-based (four-year vesting), earnings per share (“EPS”), and total shareholder return (“TSR”).made. Discretion over what type or combination of types of awards to beare made is exercised by the Committee based on what the Committee considers to be the market norm in the U.S.US and U.K.,UK, as well as the circumstances in which the award is made.
Awards are made and satisfied using existing treasury shares, shares held in an employee benefit trust or throughassociated with the issue of new shares.LTIP. Participants are required to pay, at minimum, the nominal cost of an ordinary share. RSUs are generally awarded to Named Executive Officers who are based in the United States, and Options are awarded to Named Executive Officers based in the United Kingdom. In 2021,recent years and in 2023, the Committee used the following forms of awards and performance measures in various combinations: 
| | 2024 PROXY STATEMENT |
2023 Equity Award Measures and Terms The Committee awarded a combination of time-based (40%), TSR performance-based (36%), and EPS performance-based (24%) awards to the Named Executive Officers in 2023, consistent with the measures and method applied in 2022. A summary of the awards is provided below. | 2023 EPS Growth Awards 5 | 2023 TSR Awards | Measure
and Method | •Measured on a 3-year growth basis, using adjusted diluted EPS reported externally for financial year •EPS Growth is measured annually using prior year actual adjusted diluted EPS as the baseline •The payout percentage for each individual year is “banked,” and the average annual growth percentage over the 3-year performance period determines the final payout | •Ranking of Luxfer’s relative TSR performance against companies within Luxfer’s 8-digit GICS code for the last 90 days of the year ending 2 years from the year in which the award was communicated •Payout dependent on decile in which Luxfer’s performance fell, with distinct Performance Payout Factors assigned to each decile | Performance
Period | 3 years | 3 years | Vesting
Period | Vest 100% on third anniversary of award communication date Vesting conditional on the Return on Capital Employed
(RoCE) being equal to or exceeding a certain percentage
after tax in the calendar year for which EPS is measured | Vest 100% on third anniversary of award communication date | Cap | 200% Target | 200% Target | Other Terms | $1.00 conversion or exercise price | $1.00 conversion or exercise price |
2023 EPS Growth Awards. EPS Growth is measured annually, using the prior year’s adjusted diluted EPS (as reported externally) as a baseline. The payout percentage for each individual year is “banked,” and the average annual payout percentage over the three-year performance period determines the final payout percentage. The 2023 EPS Growth Awards were communicated on March 20, 2023. Accordingly, EPS and the corresponding growth percentage will be measured on December 31, 2023, December 31, 2024, and December 31, 2025, using adjusted diluted EPS of $1.36 as the baseline for the period ending December 31, 2023. Depending on the level of EPS Growth achieved, awards will be granted on a sliding scale basis (0-200%) and immediately vest on March 20, 2026. As in 2022, the Threshold, Target, and Maximum levels applicable to the 2023 EPS Growth awards were as follows: | | Threshold | Target | Maximum | Annual EPS Growth | 1% | 8% | 16% | Payout Percentage Banked (% of Target) | 50% | 100% | 200% | 2023 EPS (using 2022 EPS of $1.36 as baseline) | $1.37 | $1.47 | $1.58 |
The Company’s adjusted diluted EPS for the fiscal year ended December 31, 2023 was $0.80. As such, no growth was banked in year 1. The performance period remains ongoing through December 31, 2025. 5
| | 2024 PROXY STATEMENT |
2023 TSR Awards. In 2022, the Remuneration Committee revised the TSR measure to consist of a ranking of Luxfer’s performance against a peer group of approximately 35 companies within Luxfer’s 8-digit GICS code as of March 1, 2022. This peer group consists of the following companies: Albany International Corp. Barnes Group Inc. Chart Industries, Inc. CIRCOR International, Inc. Columbus McKinnon Energy Recovery, Inc. Enerpac Tool Group Corp. EnPro Industries, Inc. Evoqua Water Technologies Corp. Fathom Digital Manufacturing Corporation Graham Corporation Greenland Technologies Holding Corporation | | Helios Technologies, Inc. Hillman Solutions Corp. Hurco Companies, Inc. Kadant Inc. Kornit Digital Ltd. L.B. Foster Company Mayville Engineering Company, Inc. Mueller Water Products, Inc. Nisun Intl. Enterprise Dev. Group Co., Ltd. NN, Inc. Omega Flex, Inc. Park-Ohio Holdings Corp. | | Perma-Pipe International Holdings, Inc. Proto Labs, Inc. RBC Bearings Incorporated SPX Corporation SPX FLOW, Inc. Standex International Corporation Tennant Company The Eastern Company The Gorman-Rupp Company The L.S. Starrett Company |
These companies had 2021 revenues ranging from approximately US$100 million to US$1,529 million, with median revenues of approximately US$710 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2021 was US$374.1 million. For purposes of 2023 TSR awards, Luxfer’s TSR performance on December 31, 2025 versus its performance on December 31, 2022 will be compared against the TSR performance of the companies within the specified peer group. The payout percentage of 0% to 200% is determined based on the decile in which Luxfer’s TSR ranks amongst the peer group as follows: Luxfer TSR Ranking Versus Peers | Payout Percentage | Tenth Decile (Top 10%) | 200% | Ninth Decile | 175% | Eighth Decile | 150% | Seventh Decile | 125% | Sixth Decile | 100% | Fifth Decile | 75% | Fourth Decile | 50% | Third Decile | 25% | Second and First Decile (Bottom 20%) | 0% |
TSR is measured using the average share price for the 90 days prior to and including December 31, 2022 and December 31, 2025. Based on the relative level of shareholder return achieved through December 31, 2025, 2023 TSR awards will be granted and immediately vest on March 20, 2026. Although the performance period remains ongoing, the Company’s TSR performance was in the First Decile (bottom 10%) as of December 31, 2023. 2023 Time-Based Awards. In 2023, each Named Executive Officer received a time-based equity award in the form of RSUs or Options equal to 40% of their target equity award. The number of time-based RSUs or Options awarded long-term incentive compensation underto the LTIP. As it doesNamed Executive Officers are reflected in the table below. The time-based awards were granted on March 20, 2023 and vest in equal installments over four years. 2023 Target Equity Awards In establishing equity award levels (as a percentage of base salary) for each year,Named Executive Officer in 2023, the Remuneration Committee referenced benchmark data, (includingincluding compensation surveys, Comparator Group information, and other data provided by Meridian) in settingMeridian, and took into consideration a variety of other factors, including the targeted Budget award level (as a percentage of base salary) for each Named Executive Officer. For each Named Executive Officer’s award available at Budget level, 40% of this award was granted in March 2021 in the form of time-based RSUs or time-based options, vesting evenly on the first four anniversaries of the grant date. The remaining 60% of the Budget award allocation was split as follows: 24% of the award available based on the achievement of a certain adjusted diluted EPS for the year ended December 31, 2021 and 36% of the award available on the delivery of a certain relative TSR. The TSR metric consists of a ranking of Luxfer's performance against a peer group of twenty companies for the last ninety days of the year ending December 31, 2023. Based on the relative level of shareholder return achieved, awards in relation to TSR would vest evenly in March of 2024 and 2025. Stephen Webster was only awarded time-based options in March 2021. For both performance elements of these awards, the Named Executive Officers can achieve a Threshold, Budget, or Maximum number of awards based on deliveryoutstanding and shares remaining available for issuance under the LTIP, the number of financialshares that would be issued under contemplated awards over the range of performance duringperiods, the relevant measurement period. Maximum award potential is capped at a certain percentage of each Named Executive Officer’s salary, depending on the share price at the award communication date.
The adjusted diluted EPS Threshold for the following year is set using the forecasted EPS in Decembertotal number of the current year. The adjusted diluted EPS BudgetCompany’s outstanding shares, the resulting implications for shareholder dilution, and Maximum amounts for the followingnumber of shares awarded to our executives year are set using a calculation that considers the EBITA Budget and Maximum amounts, target tax rate, and target interest expense. RSUs and stock options awarded as a result of EPS achievement are also subject to a service-based vesting requirement, with 33.33% of the earned units vesting on the second anniversary of the grant date, 33.33% on the third anniversary of the grant date, and 33.33% on the fourth anniversary of the grant date. The TSR performance award achievement varies based on Luxfer's TSR being between the 25th and 75th percentile at the end of the measurement period. RSUs and stock options awarded as a result of TSR achievement are also subject to a service-based vesting requirement, with 50% of the earned units vesting on each the third and fourth anniversaries of the grant date.
-over-year. The table below summarizes the total award, at Budget,Target, made available to each Named Executive Officer in 2023, as approved by the Remuneration Committee.
| | 2024 PROXY STATEMENT |
Named Executive Officer | Target Equity
Awards Level
(% of Salary) | # Time Based
Awards
(40% award
allocation) 4 Year Vesting
@ 25% per year | # EPS Awards
(24% award
allocation) Vesting on 3rd
Anniversary of
Award
Communication
Date | # TSR Awards
(36% award
allocation) Vesting on 3rd
Anniversary of
Award
Communication
Date | Total Target Award
(# of Awards) (1) | Andy Butcher | 180% | 29,120 | 17,472 | 26,208 | 72,800 | Stephen Webster | 65% | 4,280 | 2,568 | 3,852 | 10,700 | Howard Mead | 40% | 2,280 | 1,368 | 2,052 | 5,700 | Jeffrey Moorefield | 40% | 2,200 | 1,320 | 1,980 | 5,500 | Graham Wardlow | 65% | 4,600 | 2,760 | 4,140 | 11,500 |
Previously Awarded Equity Awards Although not awarded in fiscal year 2023, the following paragraphs and tables provide an update on historical equity awards granted to the Named Executive Officers, which either remaining outstanding and/or other action, such as vesting or measurement of performance, occurred in 2023. Additional information regarding equity awards outstanding as of December 31, 2023 can be found in the “Outstanding Equity Awards at December 31, 2023” table and related footnotes of pages 86-88. Previously Awarded Performance-Based Awards | Award
Communication
Date | Performance
Period | Vesting Date
(if achieved) | Performance:
EPS | Performance:
TSR | Named Executive
Officers
Participating in
Award | March 14, 2019 | • EPS: January 1 - December 31, 2019 • TSR:January 1, 2020 - December 31, 2020 | • EPS: 1/3 would have vested on March 14, 2021-2023 • TSR: 1/2 vested on March 14, 2022 and 1/2 vested on March 14, 2023 | Performance below Threshold, resulting in no award | 50% Target achieved | •Andy Butcher •Jeffrey Moorefield •Graham Wardlow | March 13, 2020 | • EPS: January 1 - December 31, 2020 • TSR: January 1, 2020 - December 31, 2020 | • EPS: 1/3 would have vested on March 13, 2022-2024 • TSR: 1/2 vested on March 15, 2023 and 1/2 vested on March 15, 2024 | Performance below Threshold, resulting in no award | 50% Target achieved | •Andy Butcher •Jeffrey Moorefield •Graham Wardlow | March 15, 2021 | • EPS: January 1 - December 31, 2021 • TSR: January 1, 2021 - December 31, 2023 | • EPS: 1/3 vested on March 15, 2023; 1/3 vested on March 15, 2024; and 1/3 will vest on March 15, 2025 • TSR: 1/2 would have vested on March 15, 2024 and 1/2 would have vested on March 15, 2025 | 200% Target achieved | TSR performance concluded in the bottom quartile, resulting in no award | •Andy Butcher •Graham Wardlow | March 14, 2022 | January 1, 2022 - December 31,
2024 | March 14, 2025 | Performance period remains ongoing; Banked 87% growth in 2022 and 0% growth in 2023 | Performance period remains ongoing; currently low and in the Second Decile (bottom 20%) | •Andy Butcher •Stephen Webster •Jeffrey Moorefield •Graham Wardlow |
| | 2024 PROXY STATEMENT |
In addition to the foregoing performance-based equity awards regularly granted under the Company’s incentive compensation program, the Remuneration Committee approved special performance-based equity awards to Andy Butcher, Stephen Webster, Jeffrey Moorefield, and Graham Wardlow in 2022. These awards, which were tied to the Company’s former 2025 EPS goal of $2.00 or more, were dependent on the Company’s attainment of an adjusted diluted EPS of $2.00 or more on or before December 31, 2025. If the Company were to attain an adjusted diluted EPS of $2.00 on or before December 31, 2025, the Target number of awards listed below would have been awarded to each of the Named Executive Officers. The Maximum number of awards would have been awarded to each of the Named Executive Officers if the Company attained an adjusted diluted EPS of $2.40 or more on or before December 31, 2025. In the event that the Company attained an adjusted diluted EPS between the Target and Maximum level, a pro-rated number of awards between the Target and Maximum levels would have been awarded to the Named Executive Officers based on the adjusted diluted EPS actually attained. Given the Company’s withdrawal of its 2025 EPS goal of $2.00 or more in March 2021, as approved by the Remuneration Committee.third quarter of 2023, these special grants are no longer likely to be realized. Named Executive
Officer | # Time Based Awards (4 Year
Vesting @ 25% per year) 40% award allocation | # EPS Awards (Vesting
on 2nd, 3rd and 4th Year)
24% award allocation | # TSR Awards (Vesting
evenly on 3rd and 4th Year)
36% award allocation | Total Target
Award, at Budget (# of Awards) | | Alok Maskara | 24,000 | 14,400 | 21,600 | 60,000 | | Heather Harding | 6,800 | 4,080 | 6,120 | 17,000 | | Andy Butcher | 4,800 | 2,880 | 4,320 | 12,000 | | Graham Wardlow | 3,200 | 1,920 | 2,880 | 8,000 | | Stephen Webster | 3,200 | — | — | 3,200 |
Named Executive Officer | Additional EPS Award
(at Target) | Additional EPS Award
(at Maximum) | Andy Butcher | 32,000 | 64,000 | Stephen Webster | 6,000 | 12,000 | Jeffrey Moorefield | 2,000 | 4,000 | Graham Wardlow | 6,000 | 12,000 |
| Previously Awarded Time-Based Awards | 67 Award Communication Date | Vesting Dates | Named Executive Officers Participating in Award | March 14, 2019 | •March 14, 2020 •March 14, 2021 •March 14, 2022 •March 14, 2023 | •Andy Butcher •Stephen Webster •Howard Mead •Jeffrey Moorefield •Graham Wardlow | March 13, 2020 | •March 13, 2021 •March 13, 2022 •March 13, 2023 •March 13, 2024 | •Andy Butcher •Stephen Webster •Jeffrey Moorefield •Graham Wardlow | March 15, 2021 | •March 15, 2022 •March 15, 2023 •March 15, 2024 •March 15, 2025 | •Andy Butcher •Stephen Webster •Howard Mead •Graham Wardlow | March 14, 2022 | •March 14, 2023 •March 14, 2024 •March 14, 2025 •March 14, 2026 | •Andy Butcher •Stephen Webster •Howard Mead •Jeffrey Moorefield •Graham Wardlow |
Perquisites EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Healthcare Benefits
We provide employee benefits – such as medical, dental, and vision insurance; life insurance; and disability coverage – toEach of our Named Executive Officers receives an annual perquisite allowance, which is paid as a monthly cash stipend. We believe providing reasonable perquisites is a market-competitive practice to attract and other employees. These benefits are available to all full-time U.S. employees through our active employee plans. Luxfer provides complimentary life, accidental death, and dismemberment insurance to its full-time U.S. employees, with a benefit amount of US$50,000. Employees are also offered voluntary life insurance coverage with a benefit amount of 5x such employee's salary (up to a maximum of US$500,000). Additionally, long-term disability insurance coverage is provided complimentary, with a benefit amount of 60% of such employee's salary (up to a maximum of US$6,000). In addition to these benefits for active, full-time U.S. employees,retain top executive talent. Rather than offering individual perquisites, we provide post-retirement medical, dental, vision,a monthly cash stipend to each of our Named Executive Officers to allow more flexibility and life insurance coverage to certain retirees in accordance withchoice. Our Named Executive Officers have full discretion on how the legacy company plans that applied at the time the retiree was actively employed.
The U.K. equivalent of certain healthcare benefitscash perquisite stipend is spent, and insurance coverages are made available to U.K. employees. U.K. employees that are invited and elect to join the healthcare insurance program receive this benefit as a benefit-in-kind. U.K. employees that belong to a Company pension plan receive life insurance coverage with a benefit amount of 7x such employee's salary. U.K. employees that have chosen not to join a Company pension plan receive life insurance coverage with a benefit amount of 3x such employee's salary.
The value of these healthcare benefitsit is not requiredtracked by the Company after the money is paid. Perquisite allowances are intended to cover expenses incidental to the executive’s employment responsibilities, such as use of their personal automobile and mobile phone for business purposes. Perquisite allowances are not considered in cash incentive and equity award calculations, which are calculated with reference to base salary, and cannot be contributed to the Company’s 401(k) plan or otherwise considered in pension calculations. Perquisite allowances for our Named Executive Officers in 2023 are set forth in the section entitled “2023 Target Compensation” on page 59 and included in the Summary Compensation Table as they are generally available on a non-discriminatory basis to all full-time employees.page 83.
401(k) Savings Plan
| | 2024 PROXY STATEMENT |
Retirement Benefit Programs All of our Named Executive Officers who are based in the U.S.US are eligible to participate in Luxfer'sLuxfer’s 401(k) Savings Plan in the same manner as all U.S.US employees. Participants in the 401(k) Savings Plan are eligible for a 100% match on up to 6% of eligible pay saved, subject to IRS-qualifiedIRS-qualified plan compensation limits and highly compensated threshold limits. Eligible employees may not receive 401(k) benefits in excess of these limits. Other Retirement Benefits
Named Executive Officers based in the U.K.UK are eligible to participate in the defined contribution pension scheme and may have participated in the Luxfer Group Pension and Supplementary Pension Plans in the past, which are now frozen. These pension plans are further described below in the section entitled “2021“2023 Pension Benefits” on page 89. Employee Share Purchase Plans Our Named Executive Officers are eligible to participate in the Company’s US Employee Stock Purchase Plan (ESPP) and UK Share Incentive Plan (SIP), which provide employees with an opportunity to become Luxfer shareholders at a reduced price. Through payroll deductions, US employees can purchase Luxfer shares, subject to certain limits, at a 15% discount under the ESPP. Similarly, under the SIP, UK employees can purchase Luxfer shares through payroll deductions, and, in turn, the Company awards participating employees one free share per every two shares purchased. The Named Executive Officers are eligible to participate in the foregoing employee share purchase plans on the same basis as the Company’s other employees. Health and Welfare Benefits.” Alok Maskara We provide employee benefits – such as medical, dental, and vision insurance; life insurance; and disability coverage – to our Named Executive Officers and other employees. These benefits are available to all full-time US employees through our active employee plans. Luxfer provides complimentary life and accidental death and dismemberment (AD&D) insurance to its full-time US employees, with a benefit equal to 1x annual pay plus US$15,000, subject to a minimum benefit amount of US$50,000 and maximum of US$300,000. Luxfer provides Andy Butcher, Chief Executive Officer, a US$1 million life insurance policy in accordance with the terms of a historical employment agreement. Employees are also offered voluntary life and AD&D insurance coverage with a benefit amount of up to 7x such employee’s salary, subject to a maximum of US$500,000. US employees who work in a State not subject to state-mandated short-term disability are provided complimentary short-term disability insurance, with a maximum benefit of US$400 per week. Employees are offered buy-up short-term disability coverage, which, along with the employer paid short term disability insurance, covers 66.67% of the employee’s pay, up to US$1,500 per week. Additionally, long-term disability insurance coverage is paid theprovided complimentary, with a benefit amount of 60% of such employee’s pay, subject to a maximum of US$6,000 per month. A variety of other voluntary coverages, such as critical illness, accident, hospital indemnity insurance, and health and dependent care savings accounts are also offered. The UK equivalent of 25% of his annual base salarycertain health and welfare benefits and insurance coverages are made available to UK employees. UK employees that are invited and elect to join the healthcare insurance program receive this benefit as a salary supplementbenefit-in-kind. UK employees that belong to a Company pension plan receive life insurance coverage with a benefit amount of 7x such employee’s salary. UK employees that have chosen not to join a Company pension plan receive life insurance coverage with a benefit amount of 3x such employee’s salary. The value of these health and welfare benefits is not required to be included in lieu of contributionsthe Summary Compensation Table, as they are generally available on a non-discriminatory basis to the Company’s pension plans. Currently, a portion of this supplement is being paid into Luxfer's 401(k) Savings Plan for Alok Maskara.all full-time employees. Other Paid Time Off Benefits
Vacation and Holiday Entitlement We also provide vacation and other paid holidaysholiday entitlement to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other similar companies.
| | 2024 PROXY STATEMENT |
As required by the pay versus performance rules adopted by the SEC in 2022 (the “PVP Rules”) and applicable to this Proxy Statement, the Pay Versus Performance Table provides information about Named Executive Officer compensation set forth in this Proxy Statement, as well as compensation for the Named Executive Officers set forth in our 2023, 2022, and 2021 Proxy Statements (each of 2020, 2021, 2022, and 2023, a “Covered Year”). The Pay Versus Performance Table also provides results of certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider: •The information in columns (B) and (D) comes directly from this and prior year’s Summary Compensation Tables, without adjustment unless otherwise noted (such totals being referred to herein as the “SCT Total”); •As required by the PVP Rules, we describe the information in columns (C) and (E) as “compensation actually paid” (“CAP”) to the applicable Named Executive Officers, but these amounts do not necessarily reflect compensation that our Named Executive Officers actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay (for cash amounts and some equity award amounts) and realizable or accrued pay (primarily for pension benefits and other equity awards); •The PVP Rules require that we choose a peer group for purposes of TSR comparisons, and we have chosen the same peer groups utilized by the Company for purposes of measuring total shareholder return performance with respect to performance-based equity awards. Accordingly, these peer groups differ for some of the Covered Years, as the Remuneration Committee revised said peer group in 2022, utilizing the companies included in the Company’s GICS Code as of March1, 2022, rather than comparable companies selected by the Remuneration Committee with reference to market data. The companies comprising the peer group for each Covered Year are detailed in footnotes 3 through 5 of the Pay Versus Performance Table on page 74 (collectively and individually referred to herein as the “PVP Peer Group”); and •As required by the PVP Rules, we provide information about our cumulative TSR, cumulative PVP Peer Group TSR, and US GAAP net income results during the Covered Years in the Pay Versus Performance Table. Pursuant to the PVP Rules, the Company is required to designate one financial measure as the “Company-Selected Measure,” or the most important financial measure that demonstrates how the Company sought to link executive compensation to Company performance in the fiscal year. For 2023, the Company selected adjusted EBITA. However, the Company believes that all of the measures designated under the “Important Financial Performance Measures” section on page 76 are important drivers of Company performance that are designed to link executive compensation to performance.
| | 2024 PROXY STATEMENT |
PAY VERSUS PERFORMANCE TABLE |
(A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | | | | | | | | Value of Initial Fixed $100
Investment Based On: | | | Year | SCT Total for PEO
(US$) | PEO CAP
(US$) (5) | Average
SCT
Total for
Non-
PEO
NEOs
(US$) (2) | Average
CAP for
Non-
PEO
NEOs
(US$) (2) (6) | Company
TSR (7) | Peer Group
TSR (7) | Net Income
(US$) (8) | Adjusted
EBITA
(US$) (9) | | | Andy
Butcher (1) | Alok
Maskara | Andy
Butcher (1) | Alok
Maskara | | | | | | | 2023 | 1,823,752 | — | 879,314 | — | 446,574 | 341,117 | 67.8 | 129.9 (3) | (1,900,000) | 26,900,000 | 2022 | 2,348,216 | 2,170,667 | 1,075,717 | 346,905 | 530,489 | 344,447 | 73.4 | 74.9 (3) | 26,900,000 | 50,200,000 | 2021 | — | 2,339,733 | — | 3,622,066 | 773,235 | 890,867 | 120.5 | 128.8 (4) | 29,900,000 | 48,700,000 | 2020 | — | 2,033,744 | — | 1,161,313 | 565,323 | 407,641 | 92.0 | 117.9 (5) | 20,000,000 | 41,200,000 |
•the aggregate change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table; •values reported in the Annual Equity Awards column of the Summary Compensation Table; •for any equity awards granted in the Covered Year that are outstanding and unvested as of December 31 of the relevant Covered Year, the year-end fair value of said awards is added;
| | 2024 PROXY STATEMENT |
•for any awards granted in years prior to the Covered Year that are outstanding and unvested as of December 31 of the relevant Covered Year, the increase in fair value is added (or the decrease in fair value is deducted) by comparing the fair value as of December 31 of the Covered Year to the fair value at the end of the prior fiscal year; •for awards that are granted and vest in the same Covered Year, the fair value as of the vesting date is added; •for awards granted in prior years that vest in the Covered Year, the increase in fair value is added (or the decrease in fair value is deducted), by comparing the fair value on the vesting date with the fair value at the end of the prior fiscal year; and •for awards granted in prior years that are deemed to fail to meet the applicable vesting condition during the Covered Year, the fair value as of December 31 of the prior fiscal year is deducted. CLAWBACK PROCEDURESRELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES |
The PVP Rules require that comparisons be made between certain columns in the Pay Versus Performance Table. Such comparisons can be provided graphically without further explanation, and we have done so below. In accordance with that approach, the following charts and graphs show the relationships between (i) our cumulative TSR, the cumulative TSR for the PVP Peer Group reflected in the Pay Versus Performance Table above, and our PEO CAP and average CAP for Non-PEO NEOs, as applicable; (ii) the Company’s net income, and our PEO CAP and average CAP for Non-PEO NEOs, as applicable; and (iii) the Company’s adjusted EBITA, and our PEO CAP and average CAP for Non-PEO NEOs, as applicable, for each of the Covered Years. 
| | 2024 PROXY STATEMENT |
IMPORTANT FINANCIAL PERFORMANCE MEASURES |
The following is an unranked list of what we believe to be important financial performance measures (including adjusted EBITA) we used to link executive compensation for our PEO and Non-PEO NEOs to our performance in 2023: •Adjusted EBITA (also referred to in this Proxy Statement as Management EBITA); •Cash Conversion; •Revenue; •Adjusted Diluted EPS Growth; and •TSR. The foregoing financial performance measures were utilized by the Remuneration Committee to assess Company performance and determine the cash incentives and equity awards paid to our PEO and Non-PEO NEOs in 2023.6 ______________ | 6 | | Adjusted EBITA, Cash Conversion, Revenue (as calculated with respect to the Business Units), and adjusted diluted EPS Growth are non-GAAP measures. For a reconciliation of these non-GAAP measures, see Appendix A. |
| | 2024 PROXY STATEMENT |
COMPENSATION-RELATED POLICIES AND
ARRANGEMENTS |
COMPENSATION-RELATED RISK |
The Company’s executive and broad-based compensation programs are intended to promote decision-making that supports a pay for performance philosophy and utilize the following design features to mitigate risk: • | | Balance of fixed and variable or at-risk pay opportunities | | • | | Stock ownership guidelines and requirements | • | | Oversight by Remuneration Committee comprised of independent Non-Executive Directors | | • | | Regular risk assessments, particularly when implementing any changes to compensation programs | • | | Multiple performance measures and performance periods, as well as capped payouts | | • | | Enhanced clawback policy | • | | Performance measures and targets set at a Company-wide or Business Unit level | | • | | Anti-hedging policy | • | | Incentive Plan limits on individual awards, pool size, and accelerated vesting | | • | | Institutional focus on ethical behavior through deployment of Luxfer Values and Code of Ethics and Business Conduct | • | | Remuneration Committee oversight of equity burn rate and dilution | | | | |
The Remuneration Committee, in consultation with management, conducts an annual review of the Company’s compensation plans and practices with respect to risk. To aid in this review, the Remuneration Committee consulted with Meridian, the Committee’s independent compensation consultant, to identify risk aggravators and mitigating factors, particularly in the incentive programs offered to executives, and opine whether such programs and practices are reasonably likely to have a material adverse effect on the Company. In considering Meridian’s analysis and its own discussions, with and without management present, the Remuneration Committee concluded that the Company’s compensation programs and practices are not reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company. The reasons for concluding that Luxfer’s executive and broad-based compensation programs do not create material risk for the Company include the fact that the Company (i) implements risk mitigation mechanisms; specifically, it utilizes a variety of short performance periods ranging from one to three years, measures performance at a Company-wide and Business Unit level, uses a formulaic approach, and utilizes the Remuneration Committee to oversee awards to executives and employees; (ii) sufficiently monitors the appropriateness of the compensation and benefit plans that are available to Luxfer’s executives and employees; and (iii) leverages the expertise of third party advisors, such as Meridian, where necessary to ensure that Luxfer’s compensation programs are appropriate when compared to market. CLAWBACK POLICIES AND PROCEDURES |
Luxfer has established policies and procedures for the recovery of incentive compensation, which apply to all employees,Executive Officers, our Named Executive Officers, Directors, and Directors in relationemployees who receive performance-based incentive compensation. All recipients of incentive compensation are subject to the recovery or clawback policies set forth in the award agreement issued in conjunction with their receipt of certain incentive compensation. Specifically,compensation or, if duringmore restrictive, the preparationrules and regulations of the current year’s financial results, a material misstatementSEC and NYSE and any policy adopted by the Company thereunder, including the Company’s Executive Compensation Clawback Policy detailed below. These award agreements provide for recovery of the previous year’s results is discovered, a clawback of the non-equityannual cash incentive compensation and long-term equity awards granted with respect to suchany misstated financial results may occur.discovered by the Company. The Remuneration Committee has discretion in applying such policy to recover or recoup incentive compensation in situations involving a material misstatement of financial results. Furthermore, the Remuneration Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid incentive compensation; how much incentive compensation to recoup from individual Executive Officers, employees, and Directors; and the form of such incentive compensation to be recouped.
| | 2024 PROXY STATEMENT |
Notably, our Named Executive Officers, including all of the Company’s current and former executive officers, are subject to the Company’s Executive Compensation Clawback Policy, established in accordance with section 10D of the Exchange Act and section 303A.14 of the New York Stock Exchange Listed Company Manual. Capitalized terms used but not defined herein shall have the meanings given to them in the Executive Compensation Clawback Policy. The following summary of the key provisions of this Policy does not purport to be complete and is qualified, in its entirety, by reference to the full text of the Policy. Under the Executive Compensation Clawback Policy, in the event the Company is required to prepare an Accounting Restatement, the Company is required to recover any Incentive-Based Compensation received by a Covered Executive during the three (3) completed fiscal years immediately preceding the Restatement Date, provided that the Incentive-Based Compensation received by such Covered Executive is in excess of the amount of Incentive-Based Compensation that the Covered Executive would have otherwise received had it been determined on the restated amounts or after giving effect to the Accounting Restatement. In Luxfer’s case, this Policy generally applies, but is not limited, to annual cash incentives (or portions thereof that are based upon financial metrics, such as EBITA, Cash Conversion, and Revenue) and performance-based equity awards, such as awards related to earnings per share and total shareholder return performance. The Board of Directors retains discretion as to the recovery method to be used. Recovery methods may include, but are not limited to: (i) repayment of any Erroneously Awarded Compensation to the Company (or, if required by the Company, any other person specified by the Company) in the event the Erroneously Awarded Compensation is a cash incentive; (ii) payment of a cash equivalent to the Company (or, if required by the Company, any other person specified by the Company) in the event the Erroneously Awarded Compensation is an equity award; or (iii) transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the shares acquired by the Covered Executive pursuant to an equity award that constitutes Erroneously Awarded Compensation. There are limited exceptions to the recovery requirement established under this Policy. The recovery requirement shall not apply to the extent that both of the following factors are satisfied: (a) the independent directors of the Board and/or the Company’s Remuneration Committee (comprised solely of independent directors) has determined that recovery would be impracticable; and (b) either (i) the direct expense paid by the Company to a third party to assist in enforcing this Policy would exceed the Erroneously Awarded Compensation to be recovered, (ii) recovery would violate home country law where said law was adopted prior to November 28, 2022, or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C 411(a) and the regulations promulgated thereunder. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on the expense of enforcement, as detailed in (b)(i) above, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document its reasonable recovery attempt(s), and provide the documentation to the NYSE. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION-RELATED RISK |
Annually, the Remuneration Committee, in consultation with management, conducts a review of the Company's compensation plans and practices with respect to risk. To aid in this review, the Remuneration Committee consulted with Meridian, the Committee’s independent compensation consultant, to identify risk aggravators and mitigating factors, particularly in the incentive plans offered to management personnel, and opine whether such factors are reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company. In considering Meridian’s analysis and its own discussions, with and without management present, the Remuneration Committee concluded that the Company’s compensation plans and practices are not reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company. The reasons for concluding that Luxfer’s compensation plans and practices do not create material risk for Luxfer include that the Company (i) implements risk mitigation mechanisms; specifically, it utilizes short (one-year) performance periods, measures performance at a group-wide level, considers discretionary individual performance factors, and utilizes the Remuneration Committee to oversee awards to executives and employees; (ii) sufficiently monitors the appropriateness of the compensation and benefit plans that are available to Luxfer's executives and employees; and (iii) leverages the expertise of third party advisors, such as Meridian, where necessary to ensure that Luxfer’s compensation and deferred compensation programs are appropriate when compared to market. As there has been no change to the compensation plans and practices in 2021, the Remuneration Committee is still of the opinion that Luxfer’s compensation plans and practices are not reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company for the reasons stated above.
TERMINATION AND CHANGE IN CONTROL |
TheCertain of the Named Executive Officers are party to employment agreementscontracts with Luxfer Holdings PLC or one of its subsidiaries. EachAs per the Company’s normal practice, the CEO and CFO are subject to employment agreement containscontracts, and UK-based executives are subject to employment agreements as required by local law. Accordingly, Andy Butcher, Stephen Webster, and Graham Wardlow are subject to employment agreements. Andy Butcher’s and Stephen Webster’s employment agreements contain provisions regarding the termination of such Executive’sexecutive’s employment and the Company'sCompany’s related severance obligations.
If Luxfer terminates an Executive who is party to an employment agreement for “Cause”, Luxfer will payobligations, including in the Executive all accrued and unpaid base salary and any accrued and unpaid benefits, such as vacation, through the dateevent of termination after which Luxfer willfor reasons other than Cause, Disability, or death and in connection with a Change in Control. Furthermore, the Company, on behalf of itself or one of its subsidiaries that employs the executive, entered into Executive Severance and Change in Control Agreements with Howard Mead, Jeffrey Moorefield, and Graham Wardlow, effective October 25, 2023. The Company’s severance obligations, as set forth in these agreements, are summarized below.7
Capitalized terms used but not defined herein shall have no further obligation under the employment agreementmeanings given to them in the referenced agreement. The following summary of the key terms of these agreements does not purport to be complete and is qualified, in its entirety, by reference to the Executive, unless specified by further written agreement. If the employmentfull text of the Executive who is party to an employment agreement terminates due to their death or disability, the Executive or their estate will receiverelevant agreement; all accrued and unpaid base salary and any accrued and unpaid benefits, such as vacation, through the date of death or disability, after which all right to benefits will terminate and Luxfer will have no further obligation to the Executive or their estate under the employment agreement.
The employment agreements contain various notice periods, which are applicableon file with the SEC.
______________ | 7 | | Health and welfare benefits and vacation entitlement are not included in this summary, as they are generally available on a non-discriminatory basis to all full-time employees. |
| | 2024 PROXY STATEMENT |
Termination Arrangements Compensation throughout the Notice Period and upon Separation. The agreements set forth a Notice Period, which both the Executive and the Company must comply with in the event either party wishesthe Executive intends to resign from employment or the Company intends to terminate the Executive’s employment for reasons other than “Cause,” “Good Reason,” disability, or death. Ifwithout Cause. The Named Executive Officers’ Notice Periods are as follows: •Andy Butcher - 12 months; •Stephen Webster - 12 months; •Howard Mead - 3 months; •Jeffrey Moorefield - 6 months; and •Graham Wardlow - 12 months. The Executives will continue to receive their regular compensation and benefits through the Executive resigns without “Good Reason,” Luxferend of their respective Notice Period, provided the Company does not exercise its right of payment in lieu of notice. Specifically, the Executives will paycontinue to earn an annual cash incentive during the Executive all accrued and unpaid base salaryNotice Period, and any accruedoutstanding equity awards will continue to vest during the Notice Period, in accordance with the applicable vesting schedule. If, as of the Termination Date, the actual cash incentive earned has not been determined because the relevant performance period remains ongoing, the Executive’s cash incentive for the fiscal year in which the separation occurs will be paid at Target level and unpaid benefits, suchpro-rated to reflect actual dates of service, including the Notice Period, during said fiscal year. Upon separation, equity awards shall be managed as vacation, throughfollows: •Andy Butcher. Upon separation, the Company shall immediately vest all outstanding time-based equity awards and any earned and outstanding performance-based equity awards that are scheduled to vest in the twelve (12) month period following the effective date of termination (typically beingtermination. •Stephen Webster, Howard Mead, Jeffrey Moorefield, and Graham Wardlow. In accordance with the last dayrules of the notice period), afterLTIP, any time-based equity awards that have not become vested or exercisable as of the Termination Date shall immediately lapse and any performance-based equity awards shall vest in accordance with the formula set forth in the LTIP, which Luxfer will have no further obligation underconsiders performance as of the employment agreement toTermination Date and the Executive, unless specified by further written agreement. Iftotal and elapsed number of days in the Executive provides written noticeperformance period. Except in the event of termination for Cause, Disability, or death or in the event of a Change in Control (or, in the case of Howard Mead, Jeffrey Moorefield, and Graham Wardlow, resignation and such resignation is without “Good Reason,”with Good Reason), the Company reserves the right, to terminate the Executive’s employment, atin lieu of notice and without giving any time, priorreason, to the expiration of the notice period. In such event, Luxfer will (i) pay the Executive the Executive’s grosstheir base salary (less such tax and other sumsfixed compensation, such as may be lawfully deducted)perquisite allowances, for the notice periodNotice Period or remainingoutstanding balance thereof; (ii) pay the Executive an annual cash incentive for the fiscal year in which their employment terminates, which shall be the actual cash incentive earned for said fiscal year, or, if the actual cash incentive has not been determined because the relevant performance period remains ongoing, the cash incentive at Target level and prorated to reflect actual dates of service, including the Notice Period, during said fiscal year; and (iii) immediately vest any equity awards that would have vested during the Notice Period or balance thereof. The following table summarizes the total payout to each of the Named Executive Officers in the event of termination by the Company for reasons other than Cause, Disability, or death.
| | 2024 PROXY STATEMENT |
| Termination for Reasons
other than Cause, Disability, or Death | Name and Principal Position | Salary Payment
(US$) | Cash Incentive Payment (1)
(US$) | Outstanding or
Unvested Equity
Awards (US$) | Total
Payout
(US$) | Andy Butcher
Chief Executive Officer | 628,800 | 628,800 | 169,629 (6) | 1,427,229 | Stephen Webster
Chief Financial Officer (2) | 266,339 (3) | 131,670 | 31,037 (7) | 426,046 | Howard Mead
Vice President and General Manager,
Luxfer Gas Cylinders - Composite | 55,072 (4) | 66,086 | 22,995 (8) | 144,153 | Jeffrey Moorefield
Vice President and General Manager,
Luxfer Magtech Solutions | 106,000 (5) | 84,800 | 25,257 (9) | 216,057 | Graham Wardlow
Managing Director,
Luxfer MEL Technologies (2) | 274,545 (3) | 109,818 | 55,827 (10) | 420,831 |
Compensation in the event of the Executive’s Resignation with Good Reason.The Executive Severance and Change in Control Agreements applicable to Howard Mead, Jeffrey Moorefield, and Graham Wardlow provide for severance compensation in the event that the Executive’s employment is terminated by the Executive with Good Reason. In such event, the Executives will be eligible to receive the following compensation: •Severance Payment. A severance payment representing the Executive’s base salary for a cash paymentperiod equal to their Notice Period, as follows: Howard Mead (3 months), Jeffrey Moorefield (6 months), and Graham Wardlow (12 months). •Annual Cash Incentive. The actual cash incentive earned for the Executive’s annual non-equityfiscal year in which the separation occurs, or, if the actual cash incentive compensationhas not been determined because the relevant performance period remains ongoing, the cash incentive at Budget, as pro-ratedTarget level and prorated to reflect actual dates of service during said fiscal year.
| | 2024 PROXY STATEMENT |
•Equity Awards. Time-based awards that are scheduled to vest in the applicable fiscal year, includingtwelve-month period following the Termination Date shall immediately vest, and any remaining balance of the notice period; and (iii) vest any unvested, and outstanding, time-basedperformance-based equity awards that would have become vested during the notice period. Performance-based awards are treatedshall vest in accordance with the Remuneration Policyformula set forth in the LTIP, which considers performance as of the Termination Date and the rulestotal and elapsed number of days in the performance period. The table below summarizes the total payout to each of the Long-Term Umbrella Incentive Plan. Following paymentapplicable Named Executive Officers in the event of resignation by the Executive with Good Reason. | Resignation by the Executive with Good Reason | Name and Principal Position | Salary Payment
(US$) | Cash Incentive Payment (1)
(US$) | Outstanding or
Unvested Equity
Awards
(US$) | Total
Payout
(US$) | Howard Mead
Vice President and General Manager,
Luxfer Gas Cylinders - Composite | 55,072 | 66,086 | 22,995 (3) | 144,153 | Jeffrey Moorefield
Vice President and General Manager,
Luxfer Magtech Solutions | 106,000 | 84,800 | 25,257 (4) | 216,057 | Graham Wardlow
Managing Director,
Luxfer MEL Technologies (2) | 274,545 | 109,818 | 55,827 (5) | 440,190 |
If the employmentdate of the triggering event, this figure includes 2,896 time-based awards scheduled to vest in the following 12-month period; and no performance-based equity awards (calculated in accordance with the formula set forth in the LTIP, which considers performance as of the Termination Date and the total and elapsed number of days in the performance period).
Change in Control Arrangements In the event that the Named Executive who is party to anOfficers’ employment agreement is terminated by the Company in connection with a Change in Control (other than for any reason other than death, disability,Cause, Disability, or Cause, the Executive will be entitled to (i) a cash severance payment equal to 12 months of the Executive’s annual base salary at the time of termination; (ii) a cash payment equal to the Executive’s annual non-equity incentive compensation at Budget; and (iii) immediate vesting of any unvested, and outstanding, time-based equity awards. Performance-based awards are treated in accordance with the Remuneration Policydeath) and the rules of the Long-Term Umbrella Incentive Plan. The foregoing severance benefits are subject to theNamed Executive entering into and not revoking a release of claims in favor of Luxfer and its affiliated entities. | | 69 | |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Upon a “Change in Control” of Luxfer, and provided the ExecutiveOfficer does not receive an offer of employment offer fromfor an Equivalent Position with a Successor, the controlling entity of a similar nature on terms no less favorable than those set forth inNamed Executive Officers are eligible to receive the employment agreement, Luxfer will pay the Executive afollowing severance payment consisting of (i) two times the highest basic annual salary of the Executive and (ii) the Executive’s annual non-equity incentive compensation, at Budget, for the applicable fiscal year. Outstanding, but unvested, time-based equity awards will vest immediately, while performance-based awards will be treated in accordance with the Remuneration Policy and the rules of the Long-Term Umbrella Incentive Plan. Following payment of the foregoing, Luxfer will have no further obligation under the employment agreement to the Executive.compensation:
Named Executive Officer | Severance Payment (1) | Annual Cash Incentive | Equity Awards | Andy Butcher | Twenty-four (24) months’ base salary | Annual cash incentive earned for the fiscal year during which the separation occurs. If the actual cash incentive earned has not been determined because the relevant performance period remains ongoing, the annual cash incentive will be paid at Target level. | Immediate vesting of all outstanding, unvested time-based equity awards; and immediate vesting of any performance-based equity awards, which amount shall be calculated in accordance with the “change in control” rules of the LTIP. | Stephen Webster | Twenty-four (24) months’ base salary | Howard Mead | Nine (9) months’ base
salary | Jeffrey Moorefield | Twelve (12) months’ base salary | Graham Wardlow | Eighteen (18) months’
base salary |
| | 2024 PROXY STATEMENT |
The table below summarizes the total payout to each of the Named Executive Officers subject to an employment agreement in the event of termination by the Company for reasons other than death, disability, or Cause, as well as termination followingin connection with a Change in Control. The following payouts were calculated using | Termination in connection with
Change in Control | Name and Principal Position | Salary Payment
(US$) | Cash Incentive Payment
(US$) (1) | Outstanding or
Unvested Equity
Awards (US$) | Total
Payout
(US$) | Andy Butcher
Chief Executive Officer | 1,257,600 | 628,800 | 531,047 (3) | 2,417,447 | Stephen Webster
Chief Financial Officer (2) | 526,678 | 131,670 | 97,011 (4) | 755,359 | Howard Mead
Vice President and General Manager,
Luxfer Gas Cylinders - Composite | 165,216 | 66,086 | 57,612 (5) | 288,915 | Jeffrey Moorefield
Vice President and General Manager,
Luxfer Magtech Solutions | 212,000 | 84,800 | 52,432 (6) | 349,232 | Graham Wardlow
Managing Director,
Luxfer MEL Technologies (2) | 411,818 | 109,818 | 149,250 (7) | 637,651 |
Name and
Principal Position | Termination for Reasons other than Death, Disability, or Cause | | Termination following Change in Control | Salary Payment (US$) | Non-Equity Incentive Compensation Payment (US$) | Outstanding or Unvested Time- Based Awards (US$) | Total Payout (US$) | | Salary Severance Payment (US$) | Non-Equity Incentive Compensation Payment (US$) | Outstanding or Unvested Time- Based Awards (US$) | Total Payout (US$) | Alok Maskara Former Chief Executive Officer | 715,000 | 715,000 | 1,669,231 | 3,099,231 | | 1,430,000 | 715,000 | 1,669,231 | 3,814,231 | Heather Harding Former Chief Financial Officer | 365,000 | 237,250 | 466,813 | 1,069,063 | | 730,000 | 237,250 | 466,813 | 1,434,063 | Andy Butcher Chief Executive Officer | 362,000 | 181,000 | 350,765 | 893,765 | | 724,000 | 181,000 | 350,765 | 1,255,765 | Graham Wardlow Managing Director, Luxfer MEL Technologies (1) | 275,320 | 110,128 | 208,313 | 593,761 | | 550,640 | 110,128 | 208,313 | 869,081 | Stephen Webster Chief Financial Officer (1) | 206,490 | 51,623 | 132,473 | 390,586 | | 412,980 | 51,623 | 132,473 | 597,076 |
| (1) | Graham Wardlow and Stephen Webster are employed in the United Kingdom and paid in GBP sterling. The foregoing payouts have been translated into U.S. dollars at the following average exchange rate for 2021: £1: US$1.3766.Page 82 |
|
| 2024 PROXY STATEMENT |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
TABLES EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE |
The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2021, 2020,2023, 2022, and 2019.2021. (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | Name and
Principal
Position | Year | Salary
(US$) | Annual Cash
Incentive
(US$) (2) | Annual
Equity
Awards
(US$) (1) | Option
Awards
(US$) | Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings
(US$) | All Other
Compensation
(US$) (3) | Total
Compensation
(US$) | Andy
Butcher
Chief
Executive
Officer | 2023 | 628,800 | — | 1,134,137 | — | — | 60,815 | 1,823,752 | 2022 | 554,250 | 196,759 | 1,542,944 | — | — | 54,263 | 2,348,216 | 2021 | 362,000 | 347,520 | 215,073 | — | — | 41,967 | 966,560 | Stephen
Webster (4)
Chief
Financial
Officer | 2023 | 263,339 | — | 166,693 | — | — | 49,470 | 479,502 | 2022 | 246,660 | 43,782 | 280,760 | — | — | 47,825 | 619,027 | 2021 | 203,737 | 93,375 | 64,288 | — | — | 34,856 | 396,256 | Howard
Mead
Vice President &
General
Manager,
Luxfer Gas
Cylinders –
Composite | 2023 | 220,288 | 78,365 | 88,799 | — | — | 33,762 | 421,214 | 2022 | 216,000 | — | 82,220 | — | — | 29,163 | 327,383 | 2021 | 180,100 | 68,294 | 48,216 | — | — | 21,248 | 317,858 | Jeffrey
Moorefield
Vice President &
General
Manager,
Luxfer
Magtech | 2023 | 212,000 | — | 85,683 | — | — | 28,317 | 326,000 | 2022 | 206,000 | — | 106,600 | — | — | 33,657 | 346,257 | 2021 | 200,000 | 143,104 | — | — | — | 32,000 | 375,104 | Graham
Wardlow (4)
Managing
Director,
Luxfer MEL
Technologies | 2023 | 274,545 | — | 179,156 | — | — | 90,634 | 544,335 | 2022 | 258,993 | 191,999 | 280,760 | — | — | 86,747 | 818,499 | 2021 | 275,320 | 72,068 | 143,383 | — | — | 87,145 | 577,916 |
________________ SUMMARY COMPENSATION TABLEPage 83 |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | Name and Principal
Position | Year | Salary (US$)(1) | Annual Bonus (US$) | Annual LTIP Stock Awards (US$)(2) | Option Awards (US$) | Non-Equity Incentive Compensation (US$)(3) | Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings (US$) | All Other Compensation (US$)(4) | Total Compensation (US$) | Alok Maskara Former Chief Executive Officer | 2021 | 715,000 | — | 1,075,368 | — | 1,330,615 | — | 218,750 | 3,339,733 | | 2020 | 657,000 | — | 833,764 | — | 337,500 | — | 205,480 | 2,033,744 | | 2019 | 675,000 | — | 940,729 | — | 405,711 | — | 208,750 | 2,230,190 | Heather Harding Former Chief Financial Officer | 2021 | 365,000 | — | 304,687 | — | 441,522 | — | 41,000 | 1,152,209 | | 2020 | 314,167 | — | 232,648 | — | 97,500 | — | 36,500 | 680,815 | | 2019 | 325,000 | — | 248,495 | — | 117,234 | — | 36,800 | 727,529 | Andy Butcher Chief Executive Officer | 2021 | 362,000 | — | 215,073 | — | 347,520 | — | 41,967 | 966,560 | | 2020 | 352,254 | — | 193,200 | — | 72,400 | — | 36,165 | 654,019 | | 2019 | 362,000 | — | 195,245 | — | 142,483 | — | 38,148 | 737,876 | Graham Wardlow (5)
Managing Director, Luxfer MEL Technologies | 2021 | 275,320 | — | 143,383 | — | 72,068 | — | 87,145 | 577,916 | | 2020 | 235,314 | — | 128,297 | — | 48,640 | — | 77,759 | 490,010 | | 2019 | 242,972 | — | 141,997 | — | 43,735 | — | 79,733 | 508,437 | Stephen Webster (5) Chief Financial Officer | 2021 | 203,737 | — | 64,288 | — | 93,375 | — | 34,856 | 396,256 | | 2020 | 181,930 | — | 33,660 | — | 32,915 | — | 31,605 | 280,110 | | 2019 | 172,638 | — | 66,630 | — | 63,838 | — | 31,675 | 334,781 |
| (1)
| Actual base salary paid to most Named Executive Officers in 2020 was lower due to the impact of COVID-related furloughs and voluntary pay reductions.2024 PROXY STATEMENT |
| | (A) | (B) | (C) | (D) | (E) | (F) | Name | Executive
Perquisites
Package
(US$) | Auto
Allowance
(US$) | Other
Perquisites
and Personal
Benefits
(US$) | Contributions
Under Defined
Contribution
Plan
(US$) (d) | Contributions
Under the
ESPP or SIP
(US$) | Total All Other
Compensation
(US$) | Andy Butcher | 40,000 (a) | — | — | 19,800 | 1,015 | 60,815 | Stephen Webster | 24,902 | — | 5,888 (b) | 17,556 | 1,124 | 49,470 | Howard Mead | 20,000 | — | — | 13,196 | 566 | 33,762 | Jeffrey Moorefield | 20,000 | — | — | 8,317 | — | 28,317 | Graham Wardlow | 24,902 | — | 64,608 (c) | — | 1,124 | 90,634 |
| (2) | The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification (ASC) 718, of restricted stock units or options granted during each year under the LTIP. |
| (3) | The amounts in column (g) with respect to 2021 reflect cash bonuses awarded to the Named Executive Officers under the Luxfer Holdings Senior Leadership Bonus Plan, with final payouts approved by the Committee at its March 2022 meeting and paid shortly thereafter. |
| (4) | The table below shows the components of column (i) for 2021, which includes perquisites; auto allowances; other personal benefits; and Luxfer contributions under the 401(k) Savings Plan, the U.S. Employee Stock Purchase Plan (the “ESPP”), and the U.K. Share Incentive Plan (the “SIP”): |
| | (A) | (B) | (C) | (D) | (E) | (F) | | Name | Executive
Perquisites Package
(US$) | Auto
Allowance
(US$) | Other Perquisites
and Personal
Benefits (US$) | Contributions Under
Defined Contribution
Plan (US$) (d) | Contributions
Under the ESPP
or SIP (US$) | Total All Other
Compensation
(US$) | | Alok Maskara | 40,000 (a) | — | 157,750 (b) | 21,000 | — | 218,750 | | Heather Harding | 20,000 | — | — | 21,000 | — | 41,000 | | Andy Butcher | 20,000 | — | — | 21,000 | 967 | 41,967 | | Graham Wardlow | 20,649 | — | 65,372 (c) | — | 1,124 | 87,145 | | Stephen Webster | — | 12,389 | 4,167 | 17,176 (e) | 1,124 | 34,856 |
| | | | | ____________ | Alok MaskaraAndy Butcher is given a paid allowance to cover personal automotive costs and other perquisites.provided an annual perquisite allowance. Per his employment agreement, this amount is US$40,000 per annum and is included in column (A). |
| | 71 | |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
| | The amount shown in column (C) for Alok Maskara reflects that, in accordance with his employment agreement, heStephen Webster is eligible for a monthly compensation adjustment, paid as a fixed percentage of base salary, in lieu of contributions to receive cash payments to offseta UK pension scheme. For 2023, this compensation adjustment was valued at the lossequivalent of a Supplemental Executive Retirement Plan that he had with his previous employer.US$3,511 at an average exchange rate of £1: US$1.451. This amount, represents 25% of Mr. Maskara’s salary for 2021, less the amount of Luxfer contributions of US$21,000 paid into Mr. Maskara’s 401(k) account. |
along with other perquisites and personal benefits, are included within column (C). | | Graham Wardlow is eligible for a monthly compensation adjustment, paid as a fixed percentage of base salary, in lieu of contributions to a U.K.UK pension scheme. For 2021,2023, this compensation adjustment was valued at the equivalent of US$61,94761,773 at an average exchange rate of £1: US$1.3766.1.2451. This amount, along with other perquisites and personal benefits, are included within column (C). |
| | The individual amounts shown in column (D) for each Named Executive Officer reflectsreflect amounts contributed by Luxfer into individual 401(k) or defined contribution accounts.accounts with respect to U.S.-based executives and a U.K. equivalent account with respect to Stephen Webster. |
| (e) | Stephen Webster is employed in the U.K., and his pension contributions are paid into his individual U.K. pension plan account.Page 84 |
| (5) | Graham Wardlow and Stephen Webster are employed in the United Kingdom and paid in GBP sterling. Their compensation has been translated into U.S. dollars at the following average exchange rates for each of the years: 2019: £1: US$1.2788, 2020: £1: US$1.2812, and 2021: £1: US$1.3766. |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
|
| 2024 PROXY STATEMENT |
GRANTS OF PLAN-BASED AWARDS IN 20212023 (1) |
| | | Estimated Future Payouts Under Cash Incentive Plan | Estimated Future Payouts Under Equity Plan Awards | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | Name | Grant
Date | Remuneration
Committee
Approval
Date | Threshold
(US$) | Target
(US$) | Maximum
(US$) | Threshold
(#) | Target
(#) | Maximum
(#) | All
other
Equity
Awards:
Number
of
Shares
or Units
(#) (4) | All other
Equity
Awards:
Number
of
Securities
Underlying
Options
(#) (5) | Exercise
or Base
Price of
Option
Awards
(US$/Sh) | Grant
Date Fair
Value of
Stock
and
Option
Awards
(US$) (6) | Andy
Butcher | March 20 | March 6 | | | | 8,736 | 17,472 | 34,944 | | | 1.00 | 255,965 | | | March 20 | March 6 | | | | 13,104 | 26,208 | 52,416 | | | 1.00 | 451,564 | March 20 | March 6 | | | | | | | 29,120 | | 1.00 | 426,608 | | | | 314,400 | 628,800 | 1,257,600 | | | | | | | | Stephen
Webster | March 20 | March 6 | | | | 1,284 | 2,568 | 5,136 | | | 1.00 | 37,621 | | | March 20 | March 6 | | | | 1,926 | 2,852 | 7,704 | | | 1.00 | 66,370 | March 20 | March 6 | | | | | | | 4,280 | | 1.00 | 62,702 | | | | 67,315 | 134,631 | 269,261 | | | | | | | | Howard
Mead | March 20 | March 6 | | | | 684 | 1,368 | 2,736 | | | 1.00 | 20,041 | | | March 20 | March 6 | | | | 1,026 | 2,052 | 4,104 | | | 1.00 | 35,356 | March 20 | March 6 | | | | | | | 2,280 | | 1.00 | 33,402 | | | | 33,043 | 66,086 | 132,173 | | | | | | | | Jeffrey
Moorefield | March 20 | March 6 | | | | 660 | 1,320 | 2,640 | | | 1.00 | 19,338 | | | March 20 | March 6 | | | | 990 | 1,980 | 3,960 | | | 1.00 | 34,115 | March 20 | March 6 | | | | | | | 2,200 | | 1.00 | 32,230 | | | | 42,400 | 84,800 | 169,600 | | | | | | | | Graham
Wardlow | March 20 | March 6 | | | | 1,380 | 2,760 | 5,520 | | | 1.00 | 40,434 | | | March 20 | March 6 | | | | 2,070 | 4,140 | 8,280 | | | 1.00 | 71,332 | March 20 | March 6 | | | | | | | 4,600 | | 1.00 | 67,390 | | | | 56,144 | 112,288 | 224,575 | | | | | | | |
| | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2) | Estimated Future Payouts Under
Equity Incentive Plan Awards (3) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | Name | Grant Date | Remuneration
Committee
Approval Date | Threshold
(US$) | Budget (US$) | Maximum
(US$) | Threshold
(#) | Budget
(#) | Maximum
(#) | All other
Stock
Awards: Number of
Shares of
Stock or
Units (#)(4) | All other
Stock
Awards: Number of
Securities
Underlying
Options
(#)(5) | Exercise
or Base
Price of
Option
Awards
(US$/Sh) | Grant
Date Fair
Value of
Stock and
Option
Awards (US$)(6) | | Alok Maskara | March 15, 2021 | March 2, 2021 | | | 7,200 | 14,400 | 28,800 | | | 1.00 | 289,296 | | March 15, 2021 | March 2, 2021 | | | 10,800 | 21,600 | 32,400 | | | 1.00 | 303,912 | | March 15, 2021 | March 2, 2021 | | | | 24,000 | | 1.00 | 482,160 | | | | 357,500 | 715,000 | 1,430,000 | | | Heather Harding | March 15, 2021 | March 2, 2021 | | | 2,040 | 4,080 | 8,160 | | | 1.00 | 81,967 | | March 15, 2021 | March 2, 2021 | | | 3,060 | 6,120 | 9,180 | | | 1.00 | 86,108 | | March 15, 2021 | March 2, 2021 | | | | 6,800 | | 1.00 | 136,612 | | | | 118,625 | 237,250 | 474,500 | | | | Andy Butcher | March 15, 2021 | March 2, 2021 | | | 1,440 | 2,880 | 5,760 | | | 1.00 | 57,859 | | March 15, 2021 | March 2, 2021 | | | 2,160 | 4,320 | 6,480 | | | 1.00 | 60,782 | | March 15, 2021 | March 2, 2021 | | | | | | 4,800 | | 1.00 | 96,432 | | | | 90,500 | 181,000 | 362,000 | | | | | | | | Graham Wardlow | March 15, 2021 | March 2, 2021 | | | 960 | 1,920 | 3,840 | | | 1.00 | 38,573 | | March 15, 2021 | March 2, 2021 | | | 1,440 | 2,880 | 4,320 | | | 1.00 | 40,522 | | March 15, 2021 | March 2, 2021 | | | | | 3,200 | 1.00 | 64,288 | | | | 55,064 | 110,128 | 220,256 | | | | | Stephen Webster | March 15, 2021 | March 2, 2021 | | | — | — | — | | | 1.00 | — | | March 15, 2021 | March 2, 2021 | | | — | — | — | | | 1.00 | — | | March 15, 2021 | March 2, 2021 | | | | | 3,200 | 1.00 | 64,288 | | | | 25,811 | 51,623 | 103,245 | | | |
| (1)
| The Remuneration Committee’s practices for granting restricted stock units and options, including the timing of grants and approvals thereof, are described in the section entitled “2021 Compensation Program Elements - Long-Term Equity Incentive Awards.”2024 PROXY STATEMENT |
| (2) | The amounts shown in column (d) reflect the Threshold payment for each Named Executive Officer under our non-equity incentive compensation plan. This amount is 50% of the Budget amounts shown in column (e). The amounts shown in column (f) are 200% of the Budget amounts shown in column (e). These amounts are based on the individual’s current annual base salary as in effect on December 1, 2021. |
| (3) | The amounts shown in column (g), (h) and (i) reflect the Threshold, Budget, and Maximum payment levels for performance-based restricted stock units and stock options awarded to each Named Executive Officer in 2021. Performance-based restricted stock units and stock options were granted for two performance measures: adjusted diluted EPS and relative TSR, as described in the section entitled “2021 Compensation Program Elements – Long-Term Equity Incentive Awards.” Of the performance-based awards granted on March 15, 2021, 40% of this award is related to certain adjusted diluted EPS targets and 60% is related to certain TSR targets. The amounts shown in column (g) reflect the total number of awards (including both performance metrics) at the Threshold level for each of the Named Executive Officers. These amounts are 50% of the total number of awards at the Budget level shown in column (h). The amounts shown in column (i) reflect the total number of awards at 200% of the Budget level for the adjusted diluted EPS awards and 150% of the Budget level for the TSR awards. The award amounts were based on the individual’s annual base salary at the time of the Remuneration Committee's approval in March 2021. The adjusted diluted EPS performance metrics for the year ending December 31, 2021 ranged from: US$1.00 earnings per share at Threshold to US$1.24 or higher earnings per share at Maximum. |
| | 73 | |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
| (4) | All other award amounts in column (j) reflect the 40% time-based awards made in 2021, as further described in the section entitled “2021 Compensation Program Elements – Long-Term Equity Incentive Awards.” |
| (5) | Graham Wardlow and Stephen Webster are employed in the U.K. and received time-based stock options with respect to their 40% time-based award entitlement for 2021, as shown in column (k). These awards vest equally over a four-year period from the anniversary of grant date, and have an option cost equivalent to the nominal value, as detailed in the section entitled “2021 Compensation Program Elements - Long-Term Equity Incentive Awards.” |
| (6) | The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units, and stock options computed in accordance with ASC 718. |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021 2023 |
| Options | | Other Equity Awards | | | Number of
securities
underlying
unexercised
options (#)
Exercisable | Number of
securities
underlying
unexercised
options (#)
Not
Exercisable | Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options (#) | Option
Exercise
(US$) | Option
Expiration
Date | Number
of shares or units
that have
not vested
(#) (1) | Market value of shares or
units that
have not
vested
(US$) (2) | Equity
Incentive Plan
Awards:
Number
of
unearned
shares
that have
not vested
(#) (3) | Equity
Incentive
Plan
Awards:
Market
payout value
of unearned
shares that
have not
vested
(#) (4) | Andy Butcher | | | | | | 60,494 | 480,318 | | | 2021 | | | | | | | | — | — | 2022 | | | | | | | | 3,456 | 27,441 | 2023 | | | | | | | | 17,472 | 138,728 | Stephen Webster | | | | | | | | | | 2020 | — | 864 | — | 1.00 | March 13, 2026 | | | | | 2020 | — | 1,752 | — | 1.00 | March 15, 2027 | | | | | 2021 | — | 3,193 | 2,304 | 1.00 | March 15, 2028 | | | | | 2022 | — | 4,421 | 2,568 | 1.00 | March 20, 2029 | | | | | Howard Mead | | | | | | 6,914 | 54,897 | | | 2021 | | | | | | | | — | — | 2022 | | | | | | | | — | — | 2023 | | | | | | | | 1,368 | 10,862 | Jeffrey Moorefield | | | | | | 5,736 | 45,540 | | | 2021 | | | | | | | | — | — | 2022 | | | | | | | | 922 | 7,318 | 2023 | | | | | | | | 1,248 | 9,909 | Graham Wardlow | | | | | | | | | | 2020 | — | 2,619 | — | 1.00 | March 13, 2026 | | | | | 2020 | — | 4,312 | — | 1.00 | March 15, 2027 | | | | | 2021 | — | 3,204 | 2,304 | 1.00 | March 15, 2028 | | | | | 2022 | — | 4,752 | 2,760 | 1.00 | March 20, 2029 | | | | |
____________ | Name | Option Awards | | Stock Awards | Number of securities underlying unexercised options (#) Exercisable | Number of securities underlying unexercised options (#) Un-exercisable | Equity Incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise (US$) | Option
Expiration
date | | Number of shares of stock or units that have not vested
(#)(1) | Market value of shares of stock or units that have not vested (US$)(2) | Equity incentive plan awards: Number of unearned shares that have not vested (#)(3) | Equity incentive plan awards: Market payout value of unearned shares that have not vested (#)(4) | | Alok Maskara | | | | | | | 91,165 | 1,669,231 | | | | 2019 | | | | | | | | | 9,540 | 174,677 | | 2020 | | | | | | | | | 15,030 | 275,199 | | 2021 | | | | | | | | | 10,800 | 197,748 | | Heather Harding | | | | | | | 25,495 | 466,813 | | | | 2019 | | | | | | | | | 2,520 | 46,141 | | 2020 | | | | | | | | | 4,195 | 76,810 | | 2021 | | | | | | | | | 3,060 | 56,029 | | Andy Butcher | | | | | | | 19,157 | 350,765 | | | | 2019 | | | | | | | | | 1,980 | 36,254 | | 2020 | | | | | | | | | 3,485 | 63,810 | | 2021 | | | | | | | | | 2,160 | 39,550 | | Graham Wardlow | | | | | | | | | | | | 2019 | | 1,734 | | 1.00 | March 14, 2025 | | | | | | | 2020 | | 4,069 | 2,315 | 1.00 | March 13, 2026 | | | | | | | 2021 | | 7,096 | 1,440 | 1.00 | March 15, 2027 | | | | | | | Stephen Webster | | | | | | | | | | | | 2019 | 808 | 1,616 | | 1.00 | March 14, 2025 | | | | | | | 2020 | 787 | 2,363 | | 1.00 | March 13, 2026 | | | | | | | 2021 | | 3,256 | | 1.00 | March 15, 2027 | | | | | |
|
| 2024 PROXY STATEMENT |
| (1)Name | The grant dates and number of restricted stock units remaining from these grants which have not yet vested are as follows: |
Name | Grant Date | Number of Restricted Stock Units
Remaining | Alok Maskara | March 14, 2019 | 11,497 (a) | March 13, 2020 | 26,440 (b) | March 15, 2021 | 24,428 (c) | March 15, 2021 | 28,800 (d) | Heather Harding | March 14, 2019 | 3,037 (a) | March 13, 2020 | 7,377 (b) | March 15, 2021 | 6,921 (c) | March 15, 2021 | 8,160 (d) | Andy Butcher | March 14, 2019 | 2,385 (a) | March 13, 2020 | 6,127 (b) | March 15, 2021 | 4,885 (c) | March 15, 2021 | 5,760 (d) |
| (a) | These awards were granted on March 14, 2019 and include “holding period” and “clawback” provisions. These awards represent the 40% time-based element of the target award, at Budget, allotted for 2019. Time-based restricted stock units accumulate additional restricted stock units when the Company pays a dividend. Shares underlying the total amount of restricted stock units are then issued when the restricted stock units vest. The award will vest evenly in four equal amounts on the first four anniversaries of the grant date. |
| | 75 | Andy Butcher | March 13, 2020 | 2,194 (a) | | March 15, 2021 | 2,627 (b) | March 14, 2022 | 4,800 (c) | March 15, 2022 | 3,840 (d) | May 6, 2022 | 15,242 (e) | March 13, 2023 | 1,743 (f) | March 20, 2023 | 30,048 (g) | Howard Mead | March 13, 2020 | 851 (a) | March 15, 2021 | 1,313 (b) | March 14, 2022 | 2,399 (c) | March 20, 2023 | 2,351 (g) | Jeffrey Moorefield | March 13, 2020 | 1,220 (a) | March 14, 2022 | 1,279 (c) | March 13, 2023 | 968 (f) | March 20, 2023 | 2,269 (g) |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
Given that the adjusted diluted EPS performance for the year ended December 31, 2019 was below the US$1.65 earnings per share measurement required for the Threshold allotment of share awards, no share awards have been earned in relation to the EPS performance metric.
Given that the adjusted diluted EPS performance for the year ended December 31, 2020 was below the US$1.45 earnings per share measurement required for the Threshold allotment of share awards, no share awards have been earned in relation to the EPS performance metric.
Given that the adjusted diluted EPS performance for the year ended December 31, 2020 was below the US$1.45 earnings per share measurement required for the Threshold allotment of share awards, no equity awards have been earned in relation to the EPS performance measure. | | These awards were granted on March 15, 2021 and include “holding period” and “clawback” provisions. These awards represent the adjusted diluted EPS performance elementmeasure of the award allotted for 2021 as shown in the “Grants“Grants of Plan-Based Awards in 2021”2023” table on page 73.85. Based on the financial performance of Luxfer for the year ended December 31, 2021 and an adjusted diluted EPS of US$1.29, the Maximum level of awards associated with this performance metricmeasure has been achieved. As a result, these performance-based awards will vest in equal amounts on March 15, 2023, March 14,15, 2024, and March 15, 2025. |
(3) | For the 2019 TSR awards, the number of performance share units shown in this column reflects the Threshold performance level, given relative total shareholder return atof Luxfer for the end of the measurement periodyear ended December 31, 2021 was2022, relative to its peer group for the prior two years, awards were granted at Threshold.Threshold level. As a result, 50% of these performance-based awards vested immediately on March 13, 2023 and the remaining 50% will vest on March 13, 2024. |
For the 20202021 TSR awards, the number of performance share unitsPerformance Share Units shown in this column is nil and reflects below Threshold performance level, given relative total shareholder return at the end of the performance period ended December 31, 2023 was below Threshold.
|
| 2024 PROXY STATEMENT |
For the 2022 TSR awards, the number of Performance Share Units shown in this column is nil and reflects below Threshold performance level, in accordance with SEC regulations, given the performance level at December 31, 20212023 was atbelow Threshold. The measurementperformance period continues until December 31, 2022.2024. For the 2021 TSRadditional 2025 EPS awards awarded in 2022, the number of performance share unitsPerformance Share Units shown in this column is nil and reflects thebelow Threshold performance level, in accordance with SEC regulations, given the performance level at December 31, 20212023 was atbelow Threshold. The measurementperformance period continues until December 31, 2023.2025; however, the Company withdrew its 2025 EPS goal of $2.00 or more in 2023 and therefore these awards are no longer likely to be realized. For the 2023 TSR awards, the number of Performance Share Units shown in this column is nil and reflects below Threshold performance level, in accordance with SEC regulations, given the performance level at December 31, 2023 was below Threshold. The performance period continues until December 31, 2025. (4) | The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year, which was US$19.31, less the issue cost of $1.00 per share, by the number of unearned performance-based share awards that have not vested. The following table shows the number of unearned performance-based |
| Name | Vesting Date | Number of
Performance Share
Units or Options | Name | Vesting Date | Number of
Performance Share
Units or Options | | Alok Maskara | March 14, 2022 | 4,770 | Andy Butcher | March 14, 2022 | 990 | | | March 13, 2023 | 7,515 | | March 13, 2023 | 1,743 | | March 14, 2023 | 4,770 | | March 14, 2023 | 990 | | March 13, 2024 | 7,515 | | March 13, 2024 | 1,743 | | March 15, 2024 | 5,400 | | March 15, 2024 | 1,080 | | March 15, 2025 | 5,400 | | March 15, 2025 | 1,080 | | Heather Harding | March 14, 2022 | 1,260 | Graham Wardlow (a) | March 14, 2022 | 720 | | March 13, 2023 | 2,098 | | March 13, 2023 | 1,158 | | March 14, 2023 | 1,260 | | March 14, 2023 | 720 | | March 13, 2024 | 2,098 | | March 13, 2024 | 1,158 | | March 15, 2024 | 1,530 | | March 15, 2024 | 720 | | March 15, 2025 | 1,530 | | March 15, 2025 | 720 |
| (a)Name | As Vesting Date | Number of Performance
Share Units or Options | | | Andy Butcher | March 15, 2025 | 3,456 | | March 20, 2026 | 17,472 | Stephen Webster (a) | March 15, 2025 | 2,304 | March 20, 2026 | 2,568 | Howard Mead | March 20, 2026 | 1,368 | Jeffrey Moorefield | March 15, 2025 | 922 | March 20, 2026 | 1,320 | Graham Wardlow is a U.K.-based employee, he receives(a) | March 15, 2025 | 2,304 | March 20, 2026 | 2,760 |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
20212023 OPTION EXERCISES AND STOCKSHARES VESTED TABLE |
The following table shows a summary of the stock optionsOptions exercised by the Named Executive Officers in 20212023 and the restricted stockRestricted Stock or restricted stock unitsRestricted Stock Units vested for the Named Executive Officers during 2021.2023. | Options | | Other Equity Awards | Name | Number of shares
acquired on exercise
(#) | Value realized on
exercise (US$) (1) | | Number of shares
acquired on vesting | Value realized on
vesting (US$) (2) | Andy Butcher | — | — | | 7,193 | 111,422 | Stephen Webster | 1,772 | 27,271 | | — | — | Howard Mead | — | — | | 1,806 | 27,968 | Jeffrey Moorefield | — | — | | 2,295 | 35,332 | Graham Wardlow | 3,028 | 43,785 | | — | — |
| Name | Option awards | | Stock awards | Number of shares
acquired on exercise (#) | Value realized on
exercise (US$) (1) | | Number of shares
acquired on vesting (#) | Value realized on
vesting (US$) (2) | | Alok Maskara | — | — | | 50,743 | 1,058,757 | | Heather Harding | — | — | | 13,606 | 267,949 | | Andy Butcher | — | — | | 10,020 | 205,440 | | Graham Wardlow | 7,635 | 158,259 | | — | — | | Stephen Webster | 921 | 17,872 | | — | — |
|
| 2024 PROXY STATEMENT |
(1) | Reflects the amount of shares acquired on exercise at the share price on the date of exercise. The number of shares acquired is after the forfeiture of shares to cover option cost and taxes due.2023 PENSION BENEFITS |
(2) | Reflects the amount of shares acquired on vesting of the restricted stock units at the share price on the date of vesting. The number of shares acquired is after the forfeiture of shares to cover issue cost and taxes due. In addition, restricted stock units carry with them the right to receive accumulated dividends, in shares, during the period of the award. The dividends are not credited until the award vests. The value realized on vesting includes the vesting of the required portion of these dividend shares. |
Luxfer’s pension plans, the Luxfer Group Pension Plan and the Luxfer Group Supplementary Pension Plan (“Salaried Pension Plans”), were closed to new participants in 1998 but remained open for accrual of future benefits based on career-averagecareer-average salary until April 5, 2016. The Salaried Pension Plans are now frozen. Participants in the Salaried Pension Plans no longer earn additional credited service, and changes in salary for a participant are not considered in determining pension benefits. The Salaried Pension Plans were frozen consistent with contemporary benefit practices. The Named Executive Officers who were employed by Luxfer on or before 1998 participate on the same basis as other salaried employees in the non-contributorynon-contributory Salaried Pension Plans. Alok Maskara, Heather Harding,Stephen Webster, Howard Mead, and Stephen WebsterJeffrey Moorefield do not participate in the Salaried Pension Plans because they joined Luxfer following the Salaried Pension Plans’ closure to new participants in 1998. The table below lists the number of years of credited service and present value of accumulated pension benefits as of December 31, 2021,2023, for each of the Named Executive Officers who participated in the Salaried Pension Plans. The disclosed amounts are actuarial estimates only and do not necessarily reflect the actual amounts that will be paid to the Named Executive Officers, which will only be known at the time they become eligible for payment. Name | Name of Plan | Length of
Credited Service
| Length of
Credited Service | Present value of
accumulated
benefit
(US$) (1) | Payments during
last fiscal year
(US$) | Graham Wardlow | Luxfer Group Pension Plan | 31 years, 7 months | 1,600,5071,130,513 | — | Luxfer Group Supplementary Pension Plan | 4 years | 55,33035,647 | — | Andy Butcher | Luxfer Group Pension Plan | 21 years, 6 months | 1,477,7031,018,480 | — | Luxfer Group Supplementary Pension Plan | 1 year, 34 months | 29,68919,097 | — |
| (1) | The present value of accumulated benefit is a U.K. benefit and is paid in GBP sterling. The amounts have been translated into U.S. dollars at the December 31, 2021 exchange rate of £1: US$1.3495.Page 89 |
| | 77 | |
| | 2024 PROXY STATEMENT |
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSISCEO
CEO PAY RATIO
Identification of Median Employee
In accordance with Item 402(u) of Regulation S-K,S-K, we are required to provide certain information concerning the ratio between Luxfer's then-serving CEO's, Alok Maskara’s,the annual total compensation of Luxfer’s CEO, Andy Butcher, and the annual total compensation of the Company’s estimated median compensated employee (“MCE”), in each case generally calculated in the manner that annual total compensation is calculated for the purposes of the Summary Compensation Table. Summary
As described in more detail below, the total compensation of the Company’s MCE was US$68,409 in 2021. Mr. Maskara’s compensation for purposes of the ratio totaled US$3,339,733, resulting in an estimated ratio to the MCE’s total fiscal 2021 compensation of 49 to 1. Mr. Maskara’s compensation for purposes of the ratio is the same as that reported in the Summary Compensation Table above.
Methodology Item 402(u) of Regulation S-KS-K requires the identification of a median compensated employee at least once every three years. As the Company last determined its MCE in fiscal 2018, weWe identified a different MCE during and for fiscal 2021year 2023 for the purposes of calculating the CEO Pay Ratio. As of December 31, 2023, Luxfer had approximately 1,391 employees worldwide. Pursuant to the 5% de minimus exception established by the SEC, we excluded a total of 59 employees from this analysis, given the number of employees working at these facilities. The countries and applicable number of employees that were excluded from this analysis were as follows: Country | Headcount | Australia | 2 | Canada | 43 | China | 14 |
From the remaining 1,332 employees, we identified the MCE via payroll data, calculating annual total compensation for these 1,332 employees using the same methodology that we use to determine the annual total compensation of our Named Executive Officers, as reported in the Summary Compensation Table. This calculation included adding the employee’s actual fiscal 2023 hourly pay; overtime pay; fiscal 2023 bonus or cash incentive, if any; perquisites, such as mobile phone allowance, if any; amounts contributed by Luxfer to the employee’s individual defined contribution account in fiscal year 2023; Company contributions to the employee’s ESPP or SIP account, if applicable; and any equity awards granted to the employee in 2023 (valued as of the grant date). The MCE identified and used for purposes of determining our CEO Pay Ratio for fiscal 2021year 2023 was a productionmanufacturing employee at one of the Company’s U.S. facilities. Conclusion For fiscal 2021, the Company calculated theThe MCE’s total compensation of the MCE using the same methodology asfor fiscal year 2023 was used to calculateUS$60,628. Mr. Maskara’s total fiscal 2021Butcher’s compensation for purposes of the ratio totaled US$1,823,752, being the same as that reported in the Summary Compensation Table. This included addingTable on page 83 of this Proxy Statement. Based on the MCE’s actual fiscal 2021 hourly pay, overtime pay, fiscal 2021 bonus, mobile phone allowance,foregoing information, the ratio between our CEO’s total 2023 compensation and amounts contributed by Luxfer to the MCE’s individual defined contribution account in calendar 2021, which resulted in amedian total 2021 compensation of US$68,409.our workforce is estimated to be 30 to 1.
SEC rules and guidance for identifying the median of the annual total compensation of employees and calculating the pay ratio based on the MCE'sMCE’s annual total compensation allow companies to adopt a variety of methodologies; to apply certain exclusions; and to make reasonable estimates and assumptions that reflect employee populations and compensation practices. Accordingly, the pay ratios reported by other companies may not be comparable to Luxfer'sLuxfer’s pay ratio, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. | | | 2022 Proxy Statement 78Page 90 |
| | 2024 PROXY STATEMENT |
2023 AUDIT COMMITTEE PRE-APPROVAL
POLICY The Audit Committee reviews and approves the external Independent Auditor’s engagement and audit plan, including fees, scope, staffing, and timing of work. In addition, the Audit Committee Charter and Pre-Approval Policy on Audit and Non-Audit Services to be provided by the Independent Auditor limits the types of non-audit services that may be provided by the Independent Auditor. Any permitted non-audit services to be performed by the Independent Auditor must be pre-approved by the Audit Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit Committee pre-approved audit fees and all permitted non-audit services of the Independent Auditor in 2021. Responsibility for this pre-approval cannot be delegated to one or more members of the Audit Committee, and the Audit Committee may not delegate authority for pre-approvals to Luxfer management.
FEES PAID TO THE INDEPENDENT
AUDITOR
We engaged PricewaterhouseCoopers LLP ("PwC") to provide various audit and other authorized audit-related and non-audit services to the Company during fiscal years 2021, 2020 and 2019.
The Audit Committee approved all fees paid to PwC and the underlying services provided by the Independent Auditor. PwC’s fees for these services were as follows:
| | 2021 (US$) | 2020 (US$) | 2019 (US$) | | Audit Fees (1) | 1,467,434 | 1,655,000 | 1,403,000 | | Audit-Related Fees (2) | 120,501 (3) | 57,000 (4) | 377,000 (5) | | TOTAL | 1,587,935 | 1,712,000 | 1,780,000 (6) |
(1) | Audit Fees consist of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting; reviews of our quarterly financial statements; statutory audits; review of SEC filings; consents for registration statements; comfort letters in connection with securities offerings; and consultation and review work necessary to comply with the standards of the PCAOB. |
(2) | Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include, among other things, accounting consultations concerning financial accounting and reporting standards, audit work related to information systems and internal control remediation, and transaction-related consultations. |
(3) | Audit-Related fees in 2021 consist of fees related to the statutory audit for Luxfer Shanghai, as well as incremental scope changes related to acquisitions, disposals, and discontinued operations in 2021. |
(4) | Audit-Related Fees in 2020 consist of fees related to the remediation of a material weakness involving the implementation of a new ERP system. |
(5) | Audit-Related Fees in 2019 consist of fees for additional audit work required in relation to the closure of the Gerzat, France facility and additional audit work relating to the implementation and testing of ERP systems, including internal controls over such systems. |
(6) | Total Audit Fees in 2019 have been restated from the prior year to include an overrun fee for additional audit-related services, which was billed in June of 2020. |
| | 79 | |
AUDIT COMMITTEE
REPORT
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, internal control over financial reporting, and compliance with legal and regulatory requirements. The Company’s internal audit function is responsible for, among other things, evaluating and improving the effectiveness of risk management, control processes, and governance practices. The Independent Auditor is responsible for expressing opinions on the conformity of the Company’s consolidated financial statements with generally accepted accounting principles, the fairness of the presentation of the Company’s financial statement schedules, and the effectiveness of internal controlscontrol over financial reporting in accordance with the Public Company Accounting Oversight Board (PCAOB). standards. The role of the Audit Committee is to oversee the foregoing activities. Management completed its evaluation of the Company’s internal controlscontrol over financial reporting pursuant to the requirements set forth in Sectionsection 404 of the Sarbanes-OxleySarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight during the process. In connection with this oversight, the Committee received periodic updates provided by management and the internal audit function at each regularly scheduled Committee meeting. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 was audited by the Independent Auditor, PricewaterhouseCoopers LLP, as more fully described in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024 (the “Form 10-K”). At the conclusion of the process, management concluded that the Company’sCompany did not maintain, in all material respects, effective internal controlscontrol over financial reporting were effective as of December 31, 20212023, due to a material weakness in certain of the Company’s disclosure controls and reported its conclusionprocedures. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements may not be prevented or detected on a timely basis. As described more fully in Item 9A of the Form 10-K, management identified a lack of controls related to the Audit Committee. Company’s accounting for inventory in transit. As a result, management concluded it did not properly design or maintain effective risk assessment control activities to allow for timely reassessment of the material risk of misstatement in financial reporting. While this material weakness could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, it did not result in a misstatement to the annual or interim consolidated financial statements filed or included in the Form 10-K. Following the identification of the material weakness described above, management developed and is actively executing a remediation plan to address the material weakness. Management implemented a new period-end control over the recording of inventory in transit. Management also plans to develop and design enhanced risk assessment procedures to identify and analyze changes in the business that could have a significant impact on financial reporting and determine actions necessary to mitigate new or evolving risks. The material weakness will not be considered remediated until management has implemented their plan and operated the controls for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Committee reviewed Management’s Assessment of the Effectiveness of Internal Controls over Financial Reporting containedset forth in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC,10-K, as well as the Independent Auditor’s Report of Independent Registered Public Accounting Firm. Firm set forth in Item 8 of the Form 10-K. The Committee concurred with the Independent Auditor’s opinion and management’s conclusion that (i) the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, due to the material weakness described above; and (ii) the consolidated financial statements set forth in the Form 10-K present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years preceding the period ended December 31, 2023, in conformity with generally accepted accounting principles in the United States. Furthermore, the Audit Committee met with the Company’s accounting and financial management team, the internal audit function, and the Independent Auditor to review the Company’s annual and quarterly periodic filingsreports containing consolidated financial statements prior to the Company’s submissionfiling of such filingsreports with the SEC. Additionally, theThe Audit Committee discussed with the Company’s internal auditors and the Independent Auditor the overall scope and plans for their
| | 2024 PROXY STATEMENT |
respective audits. The Committee meets with the Company’s internal auditors and the Independent Auditor, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements with management, and discussed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgements,judgments, and the clarity of disclosures in the financial statements. Additionally, in conformance with PCAOB rules, the Committee reviewed and discussed with the Independent Auditor one critical audit matter arising from the current period audit of the Company’s financial statements. A critical audit matter (“CAM”) is defined to be any matter arising from the audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involves especially challenging, subjective, or complex audit judgment. The Committee concurred with the Independent Auditor’s assessment and identification of the CAM contained in the Report of Independent Registered Public Accounting Firm included withinas Item 8 of the 2021 Annual Report on Form 10-K. 10-K. In connection with the financial statements for the year ended December 31, 2021,2023, the Audit Committee has: •reviewed and discussed the Company’s audited US GAAP consolidated financial statements and UK statutory financial statements for the year ended December31, 2023 with management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm; · | reviewed and discussed the Company’s audited U.S. GAAP consolidated financial statements and U.K. statutory financial statements for the year ended December 31, 2021 with management and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm; |
•discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Auditing Standard No. 1301 and Rule 2-07 of SEC Regulation S-X, which addresses communication between audit committees and independent registered public accounting firms; and · | discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Auditing Standard No. 1301 and Rule 2-07 of SEC Regulation S-X, which addresses communication between audit committees and independent registered public accounting firms; and |
· | received the written disclosures and the letter from PricewaterhouseCoopers LLP, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed PricewaterhouseCoopers LLP's•received the written disclosures and the letter from PricewaterhouseCoopers LLP, as required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed PricewaterhouseCoopers LLP’s independence with representatives of the firm. |
In reliance of the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K10-K for the year ended December 31, 2021,2023, filed with the Securities and Exchange Commission on February 25, 2022.27, 2024. The Board approved these inclusions. THE AUDIT COMMITTEE Lisa Trimberger
Richard Hipple
Clive Snowdon
| | 
| | 2022 Proxy Statement 80
| | 
| Lisa Trimberger Committee Chair | | Richard Hipple Committee Member | | Clive Snowdon Committee Member | | Sylvia A. Stein Committee Member |
| | 2024 PROXY STATEMENT |
AUDIT COMMITTEE PRE-APPROVAL POLICY |
The Audit Committee reviews and approves the external Independent Auditor’s engagement and audit plan, including fees, scope, staffing, and timing of work. In addition, the Audit Committee Charter and Pre-Approval Policy on Audit and Non-Audit Services to be provided by the Independent Auditor limits the types of non-audit services that may be provided by the Independent Auditor. Any permitted non-audit services to be performed by the Independent Auditor must be pre-approved by the Audit Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit Committee pre-approved audit fees and all permitted non-audit services of the Independent Auditor in 2023. Responsibility for this pre-approval cannot be delegated to one or more members of the Audit Committee, and the Audit Committee may not delegate authority for pre-approvals to Luxfer management. FEES PAID TO THE INDEPENDENT AUDITOR |
We engaged PricewaterhouseCoopers LLP (“PwC”) to provide various audit and other authorized audit-related and non-audit services to the Company during fiscal years 2023, 2022, and 2021. The Audit Committee approved all fees paid to PwC and the underlying services provided by the Independent Auditor. PwC’s fees for these services were as follows: | 2023
(US$) | 2022
(US$) | 2021
(US$) | Audit Fees (1) | 1,674,660 | 1,493,526 | 1,467,434 | Audit-Related Fees (2) | 95,873 (3) | 45,632 (4) | 120,501 (5) | TOTAL | 1,770,533 | 1,539,158 | 1,587,935 |
| | 2024 PROXY STATEMENT |
EQUITY COMPENSATION PLAN
INFORMATION PLAN INFORMATION The following table givesprovides aggregate information under all current equity compensation plans of the Company as of December 31, 2021.2023. |
Number of securities to
be issued upon vesting
and exercise of
outstanding share
awards
| |
Weighted-average vesting
and exercise price of
outstanding share
awards
| | Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities reflected
in column (a)) | | | (a) | (b) | (c) | Equity compensation plans
approved by security
holders (1)(2)(3)(4) | 875,728 | $1.00 (5) | 1,812,445 | TOTAL | 875,728 | | 1,812,445 |
| | Number of securities to be
issued upon vesting and
exercise of outstanding
share awards | Weighted-average
vesting and exercise
price of outstanding
share awards | Number of securities remaining available
for issuance under equity compensation
plans (excluding securities reflected in
column (a)) | | (a) | (b) | (c) | | Equity compensation plans approved by security holders (1)(2) | 423,453 | N/A (3) | 322,719 | | Equity compensation plans not approved by security holders (4)(5)(6)(7) | 297,487 | $0.99 | 295,772 | | Total | 720,940 | | 618,491 |
(1)As of December 31, 2023, 152,855 shares were available for issuance under the Employee Stock Purchase Plan (“ESPP”), which became effective in May 2014. The number of £0.50 ordinary shares registered includes an indeterminate number of ordinary shares that may be issuable under the ESPP as a result of variations in share capital, share splits, dividends, or similar transactions in accordance with Rule 416 of the Securities Act. (1) | As of December 31, 2021, 174,468 shares were available for issuance under the Employee Stock Purchase Plan (“ESPP”), which became effective in May 2014. |
(2) | As of December 31, 2021, 148,251 shares were available for issuance under the Share Incentive Plan (“SIP”), which became effective in May 2014. The number of £0.50 ordinary shares registered under this Plan is currently 500,000. |
(3) | Shares awarded under the ESPP and SIP are allocated based on payroll contributions made by employees of the Company. The nominal value of the Company’s shares is £0.50 per share (c. $0.67 per share at December 31, 2021, exchange rate). No exercise or issue price is associated with employees receiving shares under these Plans. |
(4) | As of December 31, 2021, 295,772 shares remained available for issuance under the Long-Term Umbrella Incentive Plan (“LTIP”) and the Non-Executive Directors Equity Incentive Plan (“EIP”). Both Plans were established as part of the IPO arrangements in 2012. |
(3)As of December 31, 2023, 1,442,648 shares remained available for issuance under the Long-Term Umbrella Incentive Plan (the “LTIP”) and 91,282 under the Non-Executive Directors Equity Incentive Plan (the “EIP”). Both Plans were established as part of the IPO arrangements in 2012 and amended and restated on June 8, 2022. The amended and restated LTIP and EIP were approved by the Company’s shareholders at the 2022 Annual General Meeting. Awards granted pursuant to the LTIP and EIP carry a $1.00 conversion or exercise price. (5) | In 2012, as part of the IPO arrangements, the Company implemented the Executive Officer IPO Stock Option Grant Agreement. All the options made available under this Agreement have been exercised or have now lapsed. As a result, information in respect of this arrangement has been excluded from the above analysis.Page 94 |
(6) | In 2012, as part of the IPO arrangements, the Company implemented the Non-Executive Officer IPO Stock Option Grant Agreement. All the options made available under this Agreement have been exercised or have now lapsed. As a result, information in respect of this arrangement has been excluded from the above analysis. |
(7) | In 2007, prior to the 2012 IPO, the Company implemented the Luxfer Holdings Executive Share Options Plan (“ESOP 2007”). All the options made available under the 2007 Plan have been exercised. As a result, information in respect of the ESOP 2007 has been excluded from the above analysis. |
| | 81 | |
SECURITY OWNERSHIP
| | 2024 PROXY STATEMENT |
SECURITY BENEFICIAL OWNERSHIP AND REPORTING The following table contains information concerning the beneficial ownership of our ordinary shares as of April 1, 2022,2024, by each Director, and Director nominee, by each Named Executive Officer listed in the Summary Compensation Table, and by all Directors and Executive Officers as a group. Our ordinary shares subject to shareequity awards that are currently exercisable or exercisable within 60 days of April 1, 2022,2024 are considered outstanding and beneficially owned by the person holding the awards for the purpose of calculating the ownership percentage of that person but not for the purpose of calculating the ownership percentage of any other person. Based on a review of filings with the SEC, the following table also contains information concerning each person who we know beneficially owned more than 5% of our ordinary shares as of December 31, 2021.2023. Name of Beneficial Owner | Number of Shares
Beneficially Owned | Percentage of Shares
Beneficially Owned | Directors and Named Executive Officers | | | Andy Butcher (1) | 134,433 | *% | Patrick Mullen (2) | 25,264 | *% | Richard Hipple (3) | 18,779 | *% | Clive Snowdon (4) | 14,214 | *% | Sylvia A. Stein (5) | — | *% | Lisa Trimberger (6) | 18,152 | *% | Stephen Webster (7) | 20,431 | *% | Howard Mead (8) | 6,497 | *% | Jeffrey Moorefield (9) | 7,699 | *% | Graham Wardlow (10) | 40,096 | *% | Aggregate Director and Executive Officer Group (13 individuals) (11) | 313,336 | 1.17% | 5% Shareholders | | | BlackRock, Inc. (12) | 3,475,292 | 12.95% | Van Lanschot Kempen Investment Management N.V. (13) | 2,689,684 | 10.02% | FMR LLC (14) | 2,687,052 | 10.01% | Nantahala Capital Management, LLC (15) | 1,809,645 | 6.74% | Wellington Management Group LLP (16) | 1,404,283 | 5.23% |
| | Number of Shares
Beneficially Owned | Percentage of Shares
Beneficially Owned | | Name and Address of Beneficial Owner | | Directors, Director Nominees and Named Executive Officers: | | | | David Landless (1) | 6,223 | *% | | Clive Snowdon (2) | 9,336 | *% | | Richard Hipple (3) | 10,704 | *% | | Lisa Trimberger (4) | 13,255 | *% | | Patrick Mullen (5) | 1,250 | *% | | Alok Maskara (6) | 259,550 | *% | | Heather Harding (7) | 51,466 | *% | | Andy Butcher (8) | 110,507 | *% | | Graham Wardlow (9) | 34,292 | *% | | Stephen Webster (10) | 16,791 | *% | | Aggregate Directors and Executive Officers (13 individuals) (11) | 532,191 | 1.9% | | 5% Shareholders: | | | | FMR LLC (12) | 3,493,532 | 12.1% | | Wellington Management Group LLP (13) | 2,790,421 | 10.1% | | Paradice Investment Management LLC (14) | 2,234,032 | 8.0% | | Nantahala Capital Management, LLC (15) | 2,118,233 | 7.6% | | William Blair Investment Management, LLC (16) | 2,082,207 | 7.2% | | Kempen Capital Management N.V. (17) | 1,999,576 | 6.9% | | BlackRock, Inc. (18) | 1,576,832 | 5.4% |
*Representing 1% or less ownership * | Representing 1% or less ownershipPage 95 |
(1) | Represents a shareholding of 6,223 ordinary shares, including 138 additional shares acquired from dividend reinvestment transactions in 2021. |
(2) | Represents a shareholding of 9,336 ordinary shares, including 98 additional shares acquired from dividend reinvestment transactions in 2021, held in an account owned solely by the Director’s spouse. |
(3) | Represents a shareholding of 10,704 ordinary shares, including 252 additional shares acquired from dividend reinvestment transactions in 2021. |
(4) | Represents a shareholding of (i) 5,000 ordinary shares held as Joint Tenants in Common by trusts of which the Director and the Director’s spouse are the trustee and sole beneficiary; (ii) 5,000 ordinary shares held by a trust of which the Director is the sole beneficiary and the Director’s spouse is the trustee; and (iii) 3,255 ordinary shares, including 173 additional shares acquired from dividend reinvestment transactions in 2021, held in a trust of which the Director’s spouse is the sole beneficiary and the Director is the trustee. |
(5) | Represents a shareholding of 1,250 ordinary shares. |
(6) | Represents a shareholding of 259,550 ordinary shares, including 12,857 ordinary shares acquired upon the vesting of restricted stock units on March 13 - March 15, 2022 (after the forfeiture of shares to cover issue cost and taxes due). Restricted stock units carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the award vests. These amounts have been reflected in the table above. |
SECURITY OWNERSHIP
| | 2024 PROXY STATEMENT |
(7) | Represents a shareholding of 51,466 ordinary shares, including 3,761 ordinary shares acquired upon the vesting of restricted stock units on March 13 - March 15, 2022 (after the forfeiture of shares to cover issue cost and taxes due). Restricted stock units carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the award vests. These amounts have been reflected in the table above.Page 96 |
(8) | Represents a shareholding of 110,507 ordinary shares, including 2,508 ordinary shares acquired upon the vesting of restricted stock units on March 13 - March 15, 2022 (after the forfeiture of shares to cover issue cost and taxes due). Restricted stock units carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the award vests. These amounts have been reflected in the table above. |
(9) | Consists of (i) 31,252 ordinary shares, including 7,520 ordinary shares held by the Named Executive Officer’s spouse and (ii) 3,040 ordinary shares issuable upon exercise of stock options within 60 days of April 1, 2022. The 3,040 ordinary shares issuable upon exercise of stock options excludes any shares potentially forfeited to cover exercise cost and taxes due. Stock options carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the stock option is exercised and have been reflected in the table above. |
(10) | Consists of (i) 10,444 ordinary shares and (ii) 6,347 ordinary shares issuable upon the exercise of stock options within 60 days of April 1, 2022. The 6,347 ordinary shares issuable upon exercise of stock options excludes any shares potentially forfeited to cover exercise cost and taxes due. Stock options carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the stock option is exercised and have been reflected in the table above. |
(11) | Represents ordinary shares beneficially owned by those individuals listed as Named Executive Officers, Directors, and Director Nominees in the table above, plus ordinary shares beneficially owned by the remaining Executive Officers of the Company as of April 1, 2022 (3 individuals). These three Executive Officers, together, beneficially own 18,817 ordinary shares. The foregoing figure consists of (i) 522,804 ordinary shares and (ii) 9,387 ordinary shares issuable upon exercise of stock options within 60 days of April 1, 2022. Stock options carry with them the right to receive accumulated dividends during the period, in shares. These dividends are credited when the stock option is exercised and have been reflected in the table above. |
(12) | Based solely on a Schedule 13G/A filed by FMR LLC and Abigail P. Johnson on February 8, 2022, FMR LLC has sole voting power with respect to 34,849 shares and sole power to dispose or direct the disposition of 3,493,532 shares. The principal business address for the entity is 245 Summer Street, Boston, Massachusetts 02210. |
(13) | Based solely on a Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP on March 10. 2022, each of the aforementioned filers is deemed to be the beneficial owner with shared dispositive power of 2,790,421 shares and shared voting power with respect to 2,698,057 shares. The principal business address for each of these entities is 280 Congress Street, Boston, Massachusetts 02210. |
(14) | Based solely on a Schedule 13G/A filed by Paradice Investment Management LLC and Paradice Investment Management Pty Ltd on February 10, 2022, both aforementioned filers are deemed to be the beneficial owner with shared dispositive power of 2,234,032 shares and shared voting power with respect to 1,384,662 shares. The principal business address for Paradice Investment Management LLC is 257 Fillmore Street, Suite 425, Denver, Colorado, 80206. The principal business address for Paradice Investment Management Pty Ltd is Level 27, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia. |
(15) | Based solely on a Schedule 13G/A filed by Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack on February 14, 2022, each of the aforementioned filers is deemed to be the beneficial owner with shared dispositive power of 2,118,233 shares and shared voting power of 2,118,233 shares. The principal business address for those beneficial owners is 130 Main Street, 2nd Floor, New Canaan, Connecticut 06840. |
(16) | Based solely on a Schedule 13G filed by William Blair Investment Management, LLC on February 9, 2022, William Blair Investment Management, LLC has sole voting power with respect to 1,662,895 shares and sole power to dispositive power of 2,082,207 shares. The principal business address for the entity is 150 North Riverside Plaza, Chicago, Illinois 60606. |
(17) | Based solely on a Schedule 13G filed by Kempen Capital Management N.V. on February 11, 2022, Kempen Capital Management N.V. has the sole voting power with respect to 1,652,698 shares and sole dispositive power of 1,999,576 shares. The principal business address for the entity is Beethovenstraat 300, 1077WZ Amsterdam, The Netherlands. |
(18) | Based solely on a Schedule 13G/A filed by BlackRock, Inc. on February 2, 2022, BlackRock, Inc has the sole voting power with respect to 1,532,344 shares and sole power dispositive power of 1,576,832 shares. The principal business address for the entity is 55 East 52nd Street, New York, NY 10055. |
| | 83 | |
OTHER INFORMATION
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
| | 2024 PROXY STATEMENT |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
Section 16(a) of the Exchange Act requires the Company’s Directors and Officers, and persons who beneficially own more than 10% of the Company’s ordinary shares, to file with the SEC initial reports of ownership and reports of changes in ownership relating to the Company’s ordinary shares. Such persons are required by SEC regulations to furnish the Company with copies of all Forms3,4, and 5 in which they file. Based solely upon a review of the copies of such forms and written representations from the Directors and Officers furnished to the Company, the Company believes that each of the said persons timely complied with all Section 16(a) filing requirements applicable to them during the fiscal year ended December 31, 2021.2023, with the exception of (i) two delinquent Form 4 filings involving the vesting of Restricted Stock Units and related payment of conversion price and tax liabilities, which were reported on Form 4 but, due to an inadvertent administrative error, were not accepted by the SEC until the following business day; and (ii) two transactions that were not timely reported on Form 4 but subsequently reported on a Form 5, timely filed with the SEC on February 14, 2024. The transactions identified under (i) above include (a) a March 13, 2023 transaction involving Peter Gibbons, Vice President and General Manager of Luxfer Graphic Arts, which was reported on a Form 4 filed and accepted by the SEC on March 16, 2023; and (b) a June 7, 2023 transaction involving Richard Hipple, Non-Executive Director, which was reported on a Form 4 filed and accepted by the SEC on June 12, 2023. The transactions identified under (ii) above include (x) the May 8, 2023 exercise of Options and Dividend Equivalent Rights and related payment of exercise price and tax liabilities by Mark Lawday, Vice President and General Manager of Luxfer Gas Cylinders - Europe, which were not initially reported on Form 4 due to an administrative oversight; and (y) an on-market sale of ordinary shares occurring on August 9, 2023, an open trading period, which was not timely reported to the Company. In each of the foregoing cases, a Form 5 covering these transactions was timely filed on February 14, 2024. SHAREHOLDER PROPOSALS AND
NOMINATIONS FOR THE 2023 ANNUAL
GENERAL MEETING OF SHAREHOLDERS
| | 2024 PROXY STATEMENT |
ADDITIONAL INFORMATION 2025 ANNUAL GENERAL MEETING: SHAREHOLDER PROPOSALS AND NOMINATIONS |
The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 20232025 Annual General Meeting pursuant to SEC Rule 14a-814a-8 is December 28, 2022.2024. Any such proposal must meet the rules and regulations of the SEC, including Rule 14a-8,14a-8, for such proposals to be eligible for inclusion in our proxy statement and form of proxy for our 20232025 Annual General Meeting. In addition, our Articles of Association establish an advance notice procedure outside of Rule 14a-814a-8 for shareholders who wish to present nominations for the election of Directors at an annual general meeting. Any such nominations must be submitted in accordance with the requirements of our Articles, which provide that no person, other than a Director retiring at the general meeting, shall be appointed or re-appointedre-appointed a Director at any general meeting unless he or she is recommended by the Board of Directors, or, not less than 7 nor more than 42 days before the day appointed for the meeting, notice in writing by a member qualified to vote at the meeting has been given to the Company Secretary with the intention to propose the person for appointment, together with confirmation in writing by that person of their willingness to be appointed. Shareholder and interested party proposals or nominations pursuant to any of the foregoing should be sent to us at our principal executive office: c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States of America. | | | 2022 Proxy Statement 84WHERE YOU CAN FIND MORE INFORMATION |
OTHER INFORMATION
SHAREHOLDERS SHARING AN ADDRESS
In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders.
If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at investorvote@computershare.com (please include “Proxy Materials Luxfer Holdings PLC” in the subject line and include your full name and address). A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future.
If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address shown above.
WHERE YOU CAN FIND MORE
INFORMATION
Luxfer files annual, quarterly, and special reports; proxy statements; and other information with the SEC. You may read and copy any document that Luxfer files with the SEC on their website at www.sec.govor in person at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-03301-800-SEC-0330 for more information about the operation of the Public Reference Room. Any shareholder or interested party wishing to review, without charge, a copy of our 20212023 Annual Report on Form 10-K10-K (without exhibits) filed with the SEC or any other documents incorporated by reference in this Proxy Statement should visit our website at www.luxfer.com.www.luxfer.com. Shareholders or interested parties may also write to us at our principal executive office: c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States of America. We can also be reached by telephone at +1-414-269-2419.+1-414-269-2419. FORWARD-LOOKING STATEMENTS AND OTHER DISCLAIMERS |
In this Proxy Statement, the Company has disclosed information that may be forward-looking in nature, including, but not limited to, certain information and opinions regarding financial and operational goals, its ESG and compliance programs and metrics, targets or aspirations for those programs, as well as financial and operational goals for certain variable or at-risk, performance-based compensation programs. These statements may be identified by words such as “estimate,” “forecast,” “target,” “project,” “plan,” “intend,” “believe,” “expect,” “anticipate,” or variations or negatives thereof, or by similar or comparable words or phrases. Forward-looking statements are estimates only, based on management’s current expectations, currently available information and current strategy, plans, or forecasts, and involve certain known and unknown risks, uncertainties, and assumptions that are difficult to predict and often beyond our control and are inherently uncertain. Such risks and uncertainties could cause actual results to differ materially from those expressed in the statements. Forward-looking statements are not guarantees or promises that goals or targets will be met. In addition, historical, current, and forward-looking information about the Company’s ESG and compliance programs, including targets or goals, may not be considered material for SEC reporting purposes and may be based on standards for measuring progress that are still developing, on internal controls, diligence, or processes that are evolving, and on assumptions that are subject to change in the future. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from those
| | 85 | 2024 PROXY STATEMENT |
expressed in these forward-looking statements, please refer to the Company’s SEC filings, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the “Risk Factors” and “Legal Proceedings” sections of the 2023 Annual Report on Form 10-K, filed with the SEC on February 27, 2024. The Company undertakes no obligation to update information in this Proxy Statement, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so. Except as expressly set forth by specific reference in any such filing, the governance policies, reports, documents, and other information summarized, referenced, or linked herein is furnished and shall not be deemed “filed” for purposes of section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.
| | 2024 PROXY STATEMENT |
APPENDIX A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES |
Luxfer Holdings PLC prepares its financial statements using U.S. Generally Accepted Accounting Principles (GAAP). When a company discloses material information containing non-GAAP financial measures, SEC regulations require that the disclosure include a presentation of the most directly comparable GAAP measure and a reconciliation of the GAAP and non-GAAP financial measures. Management’s inclusion of non-GAAP financial measures in this Proxy Statement is intended to supplement, not replace, the presentation of the financial results in accordance with GAAP. Luxfer management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any period. Management also believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company’s business trends and understand the Company’s performance. In addition, management may utilize non-GAAP financial measures as a guide in the Company’s forecasting, budgeting, and long-term planning process. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures presented in accordance with GAAP. The following table of non-GAAPnon-GAAP summary financial data presents a reconciliation of adjusted net income,earnings per share, adjusted diluted earnings per share, adjusted EBITA (also referred to as Management EBITA), adjusted EBITDA, adjusted net debt, adjusted net income, adjusted net sales, adjusted operating cash flow, free cash flow from continuing operations, net cash from continuing operations, and organic revenue (as calculated with respect to the Business Units) for the periods presented, being the most comparable GAAP measure. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA, adjusted EBITDA, adjusted operating cash flow, and organic revenue are key performance indicators (“KPIs”) used by the investment community and that such presentation will enhance an investor’s understanding of the Company’s operational results. In addition, Luxfer’s CEO, CFO, and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider these metrics in isolation as an alternative to net income, earnings per share, EBITA, EBITDA, operating cash flow, or revenue when evaluating Luxfer’s operating performance or measuring Luxfer’s profitability.
Discontinued Operations As a result of our decision to exit non-strategicnon-strategic aluminum product lines, such as our Superform aluminum superplastic forming business operating from sites in the U.K.UK and U.S.US and our U.S.US aluminum gas cylinders business, we have reflected the results of operations of these businesses as discontinued operations in the tables below. Certain amounts in prior-yearprior-year financial statements were reclassified to conform to the current-yearcurrent-year presentation primarily due to the classification of these businesses as discontinued operations. | Years ended December 31, | In millions except earnings per share data | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | Net (loss)/income from continuing operations | (2.6) | 32.0 | 30.0 | 20.8 | 8.7 | 27.7 | Accounting charges/(credits) related to acquisitions and disposals of businesses | | | | | | | Unwind of discount on deferred consideration | — | — | — | — | 0.2 | 0.2 | Amortization on acquired intangibles | 0.8 | 0.7 | 0.9 | 0.7 | 1.2 | 1.2 | Acquisitions and disposals | — | 0.3 | 1.5 | — | 1.4 | 4.3 | Defined benefit pension credit | 7.6 | (0.1) | (2.3) | (4.3) | (1.3) | (4.7) | Restructuring charges | 6.4 | 1.9 | 6.2 | 8.9 | 25.9 | 13.2 | Impairment charges | 12.7 | — | — | — | (0.2) | 5.9 | Other charges (1) | — | — | 1.1 | 0.4 | 2.5 | — | Share-based compensation charges | 2.8 | 2.5 | 2.8 | 2.8 | 4.5 | 4.8 | Tax impact of defined pension settlement | (4.9) | — | — | — | — | — | Other non-recurring tax items | — | — | (1.9) | — | — | (2.9) | Income tax on adjusted items | (6.4) | 0.1 | (2.1) | (0.4) | (2.0) | (1.7) | Adjusted net income from continuing operations | 16.4 | 37.4 | 36.2 | 28.9 | 40.9 | 48.0 | Adjusted earnings per ordinary share | | | | | | | Diluted (loss)/earnings per ordinary share | (0.10) | 1.16 | 1.07 | 0.74 | 0.31 | 1.00 | Impact of adjusted items | 0.70 | 0.20 | 0.22 | 0.29 | 1.16 | 0.73 | Adjusted diluted earnings per ordinary share (2) | 0.61 | 1.36 | 1.29 | 1.03 | 1.47 | 1.73 |
| | Years ended December 31, | | In millions except per share data | 2021 | 2020 | 2019 | 2018 | 2017 | | Net income from continuing operations | 30.0 | 20.8 | 8.7 | 27.7 | 16.6 | | Accounting charges/(credits) related to acquisitions and disposals of businesses | | | | | | | Unwind of discount on deferred consideration | — | — | 0.2 | 0.2 | 0.2 | | Amortization on acquired intangibles | 0.9 | 0.7 | 1.2 | 1.2 | 1.3 | | Acquisitions and disposals | 1.5 | — | 1.4 | 4.3 | (1.3) | | Defined benefit pension credit | (2.3) | (4.3) | (1.3) | (4.7) | (4.2) | | Restructuring charges | 6.2 | 8.9 | 25.9 | 13.2 | 8.4 | | Impairment charges | — | — | (0.2) | 5.9 | 3.7 | | Other charges (1) | 1.1 | 0.4 | 2.5 | — | 5.8 | | Share-based compensation charges | 2.8 | 2.8 | 4.5 | 4.8 | 2.2 | | Impact of U.S. tax reform | — | — | — | — | (2.0) | | Other non-recurring tax items | (1.9) | — | — | (2.9) | — | | Income tax on adjusted items | (2.1) | (0.4) | (2.0) | (1.7) | 3.1 | | Adjusted net income from continuing operations | 36.2 | 28.9 | 40.9 | 48.0 | 27.6 | | Adjusted earnings per ordinary share | | | | | | | Diluted earnings per ordinary share | 1.07 | 0.74 | 0.31 | 1.00 | 0.62 | | Impact of adjusted items | 0.22 | 0.29 | 1.16 | 0.73 | 0.41 | | Adjusted diluted earnings per ordinary share (2) | 1.29 | 1.03 | 1.47 | 1.73 | 1.03 |
_____________________
| (1) | Other charges of $1.1 million in 2021 relates to the settlement of a class action lawsuit in the Gas Cylinders segment in relation to an alleged historic violation of the California Labor Code, concerning a Human Resources administration matter. The Company paid the settlement during the year, with no additional charge to the income statement expected.2024 PROXY STATEMENT |
paid the settlement during the year, with no additional charge to the income statement expected. In 2019, the Company commenced a project to remove low-levellow-level naturally occurring radioactive material from a redundant building at Elektron’s Manchester, U.K.UK site. The work represented remediation of a legacy environmental issue and was completed in 2021. In 2020 and 2019, the Company recognized a US$0.4 million and US$2.5 million respectively, in other charges on the Statements of Income in Form10-KForm10-K related to this remediation. | Years ended December 31, | In millions | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | Adjusted net income from continuing operations | 16.4 | 37.4 | 36.2 | 28.9 | 40.9 | 48.0 | Add back/(deduct): | | | | | | | Tax impact of defined benefit pension settlement | 4.9 | — | — | — | — | — | Other non-recurring tax items | — | — | 1.9 | — | — | 1.2 | Income tax on adjusted items | 6.4 | (0.1) | 2.1 | 0.4 | 2.0 | 1.7 | Income tax expense | (7.1) | 9.0 | 5.4 | 6.9 | 7.6 | 6.5 | Net finance costs | 6.3 | 3.9 | 3.1 | 5.0 | 4.4 | 4.5 | Adjusted EBITA from continuing operations (1) | 26.9 | 50.2 | 48.7 | 41.2 | 54.9 | 63.6 | Loss on disposal of PPE | — | — | — | 0.1 | 0.2 | 0.3 | Depreciation | 11.9 | 12.9 | 14.7 | 12.6 | 12.0 | 15.7 | Adjusted EBITDA from continuing operations | 38.8 | 63.1 | 63.4 | 53.9 | 67.1 | 79.6 | Changes in assets and liabilities, net effects of business acquisition | (5.1) | (31.6) | 17.3 | 20.9 | (5.2) | 3.8 | Non-restructuring capital expenditures | | (8.3) | (9.2) | (8.2) | (12.7) | (10.3) | Equity income of unconsolidated affiliates | — | — | — | (0.1) | 0.7 | 0.4 | UK pension deficit funding contributions | (0.1) | (0.4) | (18.2) | (5.3) | (5.2) | (5.5) | US pension settlement | (2.1) | — | — | — | — | — | Adjusted operating cash flow | 31.5 | 22.8 | 53.3 | 61.2 | 44.3 | 67.2 | Group revenue | 405.0 | 423.4 | 374.1 | 324.8 | 373.4 | 401.9 | Deduct: | | | | | | | SCI acquisition | — | (7.1) | (24.9) | — | — | — | Czech divestiture | — | — | — | — | (7.6) | (18.7) | Organic revenue | 405.0 | 416.3 | 349.2 | 324.8 | 365.8 | 383.2 | Organic revenue growth/(decline) | (2.7%) | 19.2% | 7.5% | (11.2%) | (4.5%) | 16.4% |
| | 2024 PROXY STATEMENT |
APPENDIX B DIRECTORS’ REMUNERATION POLICY 1.0 | INTRODUCTION | 1.1 | Background.As required by sections 439 and 440 of the Companies Act 2006 (the “Companies Act”), a company incorporated in England and Wales whose shares are publicly listed, whether in or outside of the UK, must submit its Directors’ Remuneration Policy to a binding shareholder vote at least once every three (3) years. The current Directors’ Remuneration Policy was last approved at the 2021 Annual General Meeting held on June 9, 2021, where 99.76% of the votes cast were cast in favor of approving the Directors’ Remuneration Policy. The Board of Directors of Luxfer Holdings PLC (the “Board” and the “Company” respectively) approved at its meeting on March 5, 2024, upon recommendation of the Remuneration Committee, the submission of this Directors’ Remuneration Policy (this “Policy”) to a binding shareholder vote at the 2024 Annual General Meeting of Shareholders, to be held on June 6, 2024 (the “Annual General Meeting” or “AGM”). | 1.2 | Effective Date.Subject to shareholder approval, this Policy will take effect immediately following conclusion of the Annual General Meeting, without requiring further shareholder action, and will be valid for a period of three (3) years or until a subsequent version is approved by an ordinary resolution of the Company’s shareholders. | 2.0 | ADMINISTRATION, OBJECTIVES, AND REMUNERATION PRINCIPLES | 2.1 | Administration. This Policy (i) sets forth the criteria and objectives applicable to the remuneration of the Company’s Directors; and (ii) guides the activities of the Remuneration Committee and the Board with respect to Director remuneration. This Policy is administered by the Remuneration Committee (the “Committee”), with appropriate oversight from and ratification of certain actions by the Board. The Committee considers this Policy annually to ensure it remains aligned with business needs and is appropriately positioned relative to the market. However, in the absence of exceptional or unexpected circumstances which may necessitate change to the Policy, there is currently no intention to revise this Policy more frequently than every three (3) years. The Committee may exercise operational and administrative discretion in several areas, as described in further detail in this Policy, including under relevant standalone award agreements or applicable plan rules. In addition to this Policy, the Committee is governed by the Remuneration Committee Charter, which sets forth the responsibilities of the Committee and the rules governing its composition and conduct. | 2.2 | Objectives. With respect to Non-Executive Directors, this Policy is intended to remunerate Directors appropriately in accordance with their qualifications, responsibility assumed, and dedication to the Company. The Committee seeks to ensure that such remuneration is in line with market standards and sufficient to attract and retain Directors of the desired profile, but not so high as to compromise the independence of the Non-Executive Directors. The Company’s Chief Executive Officer is currently the only Executive Director. With respect to Executive Directors, this Policy aims to attract, retain, and incentivize Executive Directors, tie executive compensation to Company performance, and align executive compensation with shareholder interests and long-term Company value. | 2.3 | Remuneration Principles. To further these objectives, this Policy is based on the following principles, which are described in further detail below: (i) alignment with shareholder interests and long-term value creation; (ii) talent attraction, motivation, and retention; (iii) professional accountability; (iv) external competitiveness and internal equity; and (v) balance between remuneration components. The Company’s director remuneration programs are specifically designed with these principles in mind, forming a foundation for all remuneration-related actions and decisions. |
| | 2024 PROXY STATEMENT |
| | Alignment with Shareholder Interests and Long-Term Value Creation •Ensure alignment between the achievement of strategic objectives and the creation of long-term shareholder value •Tie a significant portion of Executive Director remuneration to Company performance and the achievement of value-enhancing financial, strategic, and sustainability objectives | | | 
| | Talent Attraction, Motivation, and Retention •Offer competitive and fair remuneration to attract, motivate, and retain high-quality talent •Motivate Directors to cultivate sustainable growth and long-term value creation, without imposing unnecessary risk or compromising independence •Consider the evolution of national and international standards, best practices, recommendations, and trends in Director remuneration to ensure remuneration packages remain competitive | | | 
| | Professional Accountability •Compensate each Director’s professional responsibility, accountability, dedication, and experience •Provide transparency with respect to the Company’s director remuneration programs, establishing trust and accountability amongst the Company and its shareholders | | |
| | External Competitiveness and Internal Equity •Offer remuneration packages that are competitive with that of comparable companies on an international scale, in terms of both structure and overall size •Establish remuneration levels that are appropriate in terms of the Directors’ qualifications, responsibilities, and experience •Ensure that remuneration is fair and non-discriminatory | | |
| | Balance Between Remuneration Components •Provide appropriate balance between short-term and long-term remuneration to further align Director and shareholder interests •Deliver an overall remuneration package to Executive Directors that includes multiple components to ensure balance between fixed and variable or at-risk remuneration | | |
2.4Prior Policies and Commitments. For the duration of this Policy, the Company will honor any commitments made in respect of director remuneration before the date on which either (i) this Policy becomes effective or (ii) an individual becomes a Director, even where such commitments are not consistent with the Remuneration Policy prevailing at the time any such commitment is fulfilled. This includes, without limitation, all existing equity awards that remain outstanding and any commitments agreed, such as previous grants of equity awards, consistent with a previously approved Remuneration Policy that was applicable at the relevant time. 3.0 | PROPOSED POLICY CHANGES | 3.1 | Proposed Policy Changes. While this Policy does not contain any additional remuneration components that were not included in Remuneration Policies previously approved by the Company’s shareholders, certain changes were made to allow for consideration of the latest remuneration practices and benchmarking studies when setting Director remuneration. The key changes proposed to be made under this Policy include: •an increase in the maximum amount of equity awards that may be awarded to Non-Executive Directors, from 100% of the Non-Executive Director’s annual retainer fee to 150%; and •to ensure consistent application, removal of the clawback policies set forth in this Policy, given that the Company maintains other policies related to the recovery of incentive or performance-based compensation, which are set forth in a standalone Executive Compensation Clawback Policy adopted in accordance with section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and section 303A.14 of the New York Stock Exchange Listed Company Manual, as well as award agreements applicable to equity awards and other incentive-based compensation issued pursuant to the Company’s Long-Term Umbrella Incentive Plan and Non-Executive Directors Equity Incentive Plan. | 4.0 | EXECUTIVE DIRECTOR REMUNERATION | 4.1 | Remuneration Components. Each component comprising Executive Director remuneration is described in the below table, including the purpose of such component and its relevance to the Company’s remuneration principles described herein, its operation, the maximum opportunity available to Executive Director(s), any applicable performance measures, and relevant policies with respect to the recovery, withholding, or payment of said remuneration. |
| | 2024 PROXY STATEMENT |
FIXED REMUNERATION | BASE SALARY | Purpose •Attract, retain, and incentivize talented executives who can deliver on the Company’s strategic and financial objectives •Recognize market value of the role and an individual’s skills, experience, and performance to ensure the Company attracts and retains high-caliber talent •Offer competitive remuneration | Operation Salaries are reviewed annually and normally fixed for a period of twelve (12) months from January 1st to December 31st. Salaries are paid in equal monthly installments, either monthly or semimonthly. The setting and adjustment of salaries consider numerous factors, including: •compensation packages for executives of the same position at comparable companies; •competitive conditions for the executive’s role in the broader employment market; •the executive’s level of responsibility, experience, performance, and skills; •market data and pay practices in the United States and United Kingdom; •rises in the cost of living, inflation, and market rates; •scale of the Company’s operations; •company and/or business unit performance, size, and revenue, including affordability in relation thereto; •total remuneration level; and •adjustments throughout the rest of the organization | Maximum Opportunity There is no prescribed maximum to base salaries to avoid setting expectations. Salaries are typically set at or about the median salaries of the external comparator group, as determined by the Committee in consultation with its independent compensation consultant. The Committee retains discretion to adjust salaries, at or about the median salaries of the external comparator group, to maximize the Company’s top-quartile performance. When the Committee is satisfied that salaries are at or about the median of the external comparator group, annual increases are typically limited to the general level of increases given to the Company’s wider workforce, but may be higher in certain circumstances, such as a change in the role or an increase in responsibilities, in which case the Committee adjusts salaries at its discretion, with reference to available benchmark data. | Performance Measure None | Policies on Recovery, Withholding, or Payment Not Applicable | PERQUISITES AND BENEFITS | Purpose •Aid in the recruitment and retention of high-caliber talent •Offer total remuneration packages that are market-competitive | Operation Perquisites and benefits include (i) an annual perquisite allowance; (ii) health and welfare benefits, such as medical, dental, and vision insurance; and (iii) life and disability insurance. These benefits are provided directly by the Company or through the Company’s benefit plans or pension schemes. Additional perquisites or benefits may be provided where required by law or to align with market practice, so long as such benefits are not significant in value. The Company may introduce new benefits that become prevalent in the jurisdiction in which it operates or in which an Executive Director is located. Where an Executive Director is relocated, benefits such as relocation expenses, travel expenses, accommodation, tax equalization, professional advice, and post-retirement medical expenses may be provided. As to the annual perquisite allowance, the Company provides a monthly cash stipend to allow Executive Directors more flexibility and choice. Perquisite allowances are intended to cover expenses incidental to the executive’s employment responsibilities, such as use of their personal automobile and mobile phone for business purposes. Perquisite allowances are not considered in cash incentive and equity award calculations, which are calculated with reference to base salary, and cannot be contributed to the Company’s 401(k) plan or otherwise considered in pension calculations. | Maximum Opportunity Perquisites and benefits are set at a level which the Committee considers to be appropriate against comparable roles in companies of similar size in the relevant market. No maximum value is set, but the Committee regularly monitors the overall cost of these benefits to ensure they are affordable, competitive, and in line with market practice. | Performance Measure None | Policies on Recovery, Withholding, or Payment Not Applicable
| RETIREMENT BENEFITS | Purpose •Provide competitive post-retirement benefits or cash equivalent •Encourage and enable individuals to build savings towards their retirement | Operation Executive Directors are eligible to participate in the Company’s defined contribution plans or retirement savings plans. The Company previously maintained defined benefit pension plans; however, those plans were frozen in 2016, consistent with contemporary benefit practices. The Company makes contributions to pension plans or retirement savings plans (i) in accordance with the terms of such plans; (ii) in accordance with regulatory requirements; and (iii) to match prevailing local market practices. In certain circumstances, such as when an individual Director’s retirement savings is restricted by one or more tax allowance, an equivalent allocation or payment may be made to an unregistered alternative savings vehicle or as a salary supplement in lieu of pension contributions. Arrangements are reviewed annually to ensure consistency with market practice and to take into account the effect of regulatory changes on an individual Director’s benefits. | Maximum Opportunity The UK defined contribution plan provides a maximum Company contribution of 25% of base salary with respect to the current Executive Director. With limited exceptions, the Company’s 401(k) savings plan currently provides matching Company contributions up to six percent (6%) of base salary, subject to US statutory limits | Performance Measure None | Policies on Recovery, Withholding, or Payment Not Applicable |
| | 2024 PROXY STATEMENT |
VARIABLE OR AT‑RISK REMUNERATION | ANNUAL CASH INCENTIVE | | Purpose •Promote and reward the achievement of key performance targets and strategic objectives •Attract, retain, and incentivize high-caliber talent | Operation The annual cash incentive is awarded with respect to the achievement of certain performance targets over the previous financial year. Performance measures and relevant targets are set at the beginning of the financial year. Historically, these performance measures have included EBITA, Cash Conversion, and Revenue. However, the Committee may select non-financial performance measures, such as personal, operational, or other objectives. Cash incentives are awarded for achieving performance targets on a sliding scale between “Threshold,” “Budget,” and “Maximum” and measured against the budgeted levels approved by the Committee for the financial year. Although the cash incentive program uses a formulaic approach, the Committee retains discretion in administering the program, which discretion includes selecting the performance measures prior to commencement of the performance period; setting and adjusting Threshold, Budget, and Maximum targets; and assessing financial and operational results. | | Maximum Opportunity The annual cash incentive is capped at 200% of an Executive Director’s base salary. | Performance Measure Performance measures and “Threshold,” “Budget,” and “Maximum” targets are set by the Committee at the beginning of the financial year, with reference to the Company’s budget for the applicable financial year. The weight assigned to each performance measure may be adjusted annually and is driven by the Company’s strategy, financial goals, and requirement to continuously improve financial performance and operating efficiencies. | Policies on Recovery, Withholding, or Payment •If an Executive Director’s employment with the Company terminates, and subject to the Committee’s determination that the Executive Director qualifies as a “good leaver,” the annual cash incentive for the financial year in which employment terminates is paid at Budget level and prorated to reflect actual dates of service in the relevant financial year. •The annual cash incentive is subject to the Company’s clawback and recovery policies, as in effect from time to time, including, without limitation the Company’s Executive Compensation Clawback Policy adopted in accordance with section 10D of the Exchange Act, and those policies set forth in applicable award agreements. | EQUITY AWARDS | | Purpose •Align executive awards with returns to shareholders through personal financial investment in the Company •Promote and reward the achievement of key performance targets and strategic objectives •Attract, retain, and incentivize high-caliber talent | Operation Equity awards are issued to Executive Directors under the Company’s Long-Term Umbrella Incentive Plan (the “LTIP”). The size of the award is based on a targeted percentage of base salary, which is divided by the share price to determine the number of awards to be issued. The Committee considers the type, level, and vesting criteria of awards annually to ensure alignment with shareholder interests and Company strategy. The LTIP provides the Committee discretion to grant time-based, performance-based, or market value awards in the form of Options, Restricted Stock Units (RSUs), Restricted Stock, Stock Appreciation Rights (SARs), and other stock-based awards or a combination of such awards. The award type or combination of award types is based upon what the Committee considers to be the market norm in the US and UK and the particular circumstances under which the award is made. Awards are made and satisfied through the use of existing treasury shares or the issue of new shares. The Committee retains discretion (as deemed appropriate to a “good leaver” in a particular circumstance, such as retirement of long-serving employees or due to illness or disability) to: (i) accelerate vesting and exercise dates; (ii) waive conditions to vesting, exercise, or transferability; and (iii) extend exercise periods after termination of employment. Awards may be settled in cash, shares, or a combination of both, at the discretion of the Committee, in accordance with the Company’s and its shareholders’ best interests. Awards may accrue dividends or dividend equivalents, under the rules of the LTIP and at the discretion of the Committee, which are payable in cash or shares. Dividend equivalents in respect of unvested awards may be paid, in cash or shares, at the time of vesting (or exercise, in the case of Options) and are not taken into account when determining an individual’s maximum opportunity with respect to equity awards. | | Maximum Opportunity The maximum award in any financial year may not exceed 300% of an Executive Director’s base salary. The maximum amount of dividend paid with respect to any award is limited to the dividends paid on the ordinary share over which the awards are granted between the grant date and vesting date. | Performance Measure The Committee retains discretion to use a range of performance measures for performance-based awards, as deemed appropriate to support the long-term strategy of the Company at the time of grant. In recent years, the Committee has used profit, cash flow, Earnings Per Share (EPS), and Total Shareholder Return (TSR) performance measures in various combinations. The weight assigned to each performance measure may be adjusted annually and is driven by the Company’s strategy, financial goals, and requirement to continuously improve financial performance and operating efficiencies. | Policies on Recovery, Withholding, or Payment Equity awards, particularly performance-based awards, are subject to the Company’s clawback and recovery policies, as in effect from time to time, including, without limitation, the Company’s Executive Compensation Clawback Policy adopted in accordance with section 10D of the Exchange Act, and those policies set forth in applicable Award Agreements. |
| | 2024 PROXY STATEMENT |
VARIABLE OR AT‑RISK REMUNERATION | EMPLOYEE SHARE PLANS | | Purpose •Encourage stock ownership by all employees •Increase alignment of employee and shareholder interests through personal financial investment in the Company | Operation Executive Directors are eligible to participate in the Company’s UK Share Incentive Plan (the “UK SIP”) or US Employee Stock Purchase Plan (the “US ESPP”) under the same conditions as all other employees. The UK SIP is an HMRC approved plan, subject to prescribed limits, to provide all eligible employees, including Executive Directors, with a tax-efficient method of purchasing ordinary shares out of monthly savings over a six month accumulation period. The Company currently provides 1 free matching share for every 2 shares purchased. Dividends on both purchased and matching shares are used to purchase additional shares. The US ESPP also allows eligible employees, including Executive Directors, a cost-efficient way of purchasing ordinary shares at a discounted rate out of regular payroll contributions made by the participant over a six (6) month offering period. The Company may offer additional share incentive schemes, where practical, on a cost-efficient basis. | | Maximum Opportunity Participants in the UK SIP can invest up to £150 per month (£1,800 per annum) or 10% of salary, if lower, in any tax year to purchase ordinary shares using the participant’s contributions at the end of each accumulation period. Such purchases are made at the lower of (i) the price at the start of the accumulation period or (ii) the price immediately before purchase. The maximum number of shares purchased by the participant through contributions is matched, at a minimum, 1:2 by the Company. Participants in the US ESPP can purchase a maximum of 1,500 shares per each 6-month offering period and invest up to $25,000 annually. In other jurisdictions where the Company operates, the plan(s) may have a maximum opportunity commensurate with the UK plan or applicable legislation, if deemed appropriate by the Committee. | Performance Measure None | Policies on Recovery or Withholding of Payment Not Applicable |
4.2Illustration; Pay for Performance. The below graph seeks to demonstrate how pay varies with performance and is reflective of this Policy being presented for approval at the Annual General Meeting. The graph below sets out the level of remuneration that would be received by the Executive Director in accordance with this Policy in the first year to which the Policy applies in each of the following three scenarios: (i) if the Director receives the minimum remuneration available; (ii) if the Director performs in line with the Company’s expectations, or Budget, in respect of performance measures; and (iii) if the Director receives the maximum remuneration available (not allowing for any share price appreciation or depreciation). 
| | 2024 PROXY STATEMENT |
4.3Alignment with Employee Remuneration. The Committee considers the remuneration framework and practices applicable to other Luxfer employees when setting Executive Director remuneration. In this respect, the remuneration policy applicable to Executive Directors is aligned with that of other Luxfer employees and shares the following principles: •The Committee’s approach to annual salary reviews is consistent with the approach used across the Company, with consideration given to the scope of the role, level of responsibility, experience, performance, and market data for similar roles at other companies. •Senior, middle, and lower management may participate in an annual cash incentive program with similar structures and performance measures to those used for Executive Directors, although these bonuses are set at a lower percentage of base salary. Other employees may participate in performance-based incentive programs, which vary by organizational level and contain various performance measures relevant to the particular business or function. In general, there is a greater emphasis on performance-related pay for management, and cash incentive opportunities for other employees may be lower or not available, depending on the jurisdiction. •Equity awards issued under the LTIP, particularly performance-based awards, are limited to Executive Directors, executives, and certain senior officers or managers in the Company. The nature of any award under the LTIP depends on the individual’s location, role, and responsibilities. At the discretion of the Committee, time-based awards or market value awards may be awarded to employees in recognition of outstanding performance and to encourage stock ownership and retention. •Executive Directors are eligible to participate in the UK SIP and US ESPP on the same basis as other employees. •Participation in defined contribution or retirement savings plans are generally provided to all eligible employees on the same basis. Pension arrangements are offered where it is the norm in the jurisdiction in which the employee is located. Where local regulation permits and where it is market norm, higher contributions may be available for more senior management. The Company’s primary pension schemes and retirement savings plans are described in the Company’s financial statements. •Benefits available to Luxfer employees generally include health and welfare benefits, including medical, dental and vision insurance, and life and disability insurance benefits. Executives and certain senior officers or managers may also receive perquisites, such as a mobile phone or car allowances. However, the perquisites and benefits available are dependent on the employee’s position and the market norms of the jurisdiction in which they are located. While Executive Director and employee remuneration are aligned in many respects, differences are due to levels of responsibility, seniority, and market norms in the jurisdictions in which such persons are employed. 5.0 | NON-EXECUTIVE DIRECTOR REMUNERATION |
5.1Remuneration Components. Each component comprising Non-Executive Director remuneration is described in the below table, including the purpose of such component and its relevance to the Company’s remuneration principles described herein, its operation, the maximum opportunity available to Non-Executive Directors, any applicable performance measures, and relevant policies with respect to the recovery, withholding, or payment of said remuneration. FIXED REMUNERATION | ANNUAL RETAINER FEE | | | Purpose •Recruit and retain qualified Non-Executive Directors •Attract Non-Executive Directors who have a broad range of experience and skills to provide independent judgment on matters affecting the Company •Offer competitive remuneration to Non-Executive Directors in line with market practice | Operation Each Non-Executive Director receives an annual retainer fee for their service, with an additional amount payable for acting as the Board Chair. Non-Executive Directors do not receive supplemental fees for acting as the chair of any Board committees or their respective committee responsibilities. The Committee reserves the discretion to implement such supplemental fees if deemed appropriate and in line with market practice. Annual retainer fees are reviewed annually. In setting and reviewing the annual retainer, the Committee considers a variety of factors, including inflation, market rates, affordability, total remuneration levels, pay practices in both the US and UK, and increases in remuneration throughout the rest of the Company. Non-Executive Directors may choose to forego annual or periodic increases to their annual retainer in lieu of an equivalent value of equity awards. The annual retainers are denominated in USD and paid in equal monthly installments. | | Maximum Opportunity There is no prescribed maximum with respect to annual retainers paid to Non-Executive Directors to avoid setting expectations. Retainers are regularly reviewed and increased in line with market practice. | Performance Measure None | Policies on Recovery, Withholding, or Payment Not Applicable |
| | 2024 PROXY STATEMENT |
FIXED REMUNERATION | EQUITY AWARDS | | | Purpose •Increase alignment of Non-Executive Director and shareholder interests through personal financial investment in the Company •Offer total remuneration packages that are market-competitive | Operation Non-Executive Directors receive annual, non-discretionary equity awards under the Company’s Non-Executive Directors Equity Incentive Plan (the “EIP”) in the form of Options, Restricted Stock, or Restricted Stock Units (RSUs). Awards are made once annually, within ten days of the Annual General Meeting. The awards vest the day prior to the following year’s Annual General Meeting. New Non-Executive Directors cannot participate in the annual equity awards until they have served six months on the Board; however, the awards they would have earned from the date of their appointment are added to the next annual award, provided they are elected or re-elected at the Annual General Meeting. The size of the award is based on a targeted percentage of the annual retainer fee, which is divided by the share price to determine the number of awards to be issued. The award type or combination of award types is based upon what the Committee considers to be the market norm in the US and UK and the particular circumstances under which the award is made. Awards are made and satisfied through the use of existing treasury shares or the issue of new shares. The Committee retains discretion to: (i) accelerate vesting and exercise dates; (ii) waive conditions to vesting, exercise, or transferability; and (iii) extend exercise periods after cessation of directorship. Awards may be settled in cash, shares, or a combination of both, at the discretion of the Committee, in accordance with the Company’s best interests. Awards, other than Options, may accrue dividends or dividend equivalents, under the rules of the EIP and at the discretion of the Committee, which are payable in cash or shares. Dividends equivalents in respect of unvested awards, other than Options, may be paid, in cash or shares, at the time of vesting and are not taken into account when determining an individual’s maximum opportunity with respect to equity awards. | | Maximum Opportunity The maximum award in any financial year may not exceed 150% of the Non-Executive Director’s annual retainer, valued on the grant date. The maximum amount of dividend paid with respect to any award is limited to the dividends paid on the ordinary share over which the awards are granted between the grant date and vesting date. | Performance Measure None | Policies on Recovery, Withholding, or Payment Not Applicable
|
6.0 | RECRUITMENT REMUNERATION |
6.1General Policy. Luxfer’s policy is to pay a fair remuneration package for the role being undertaken and the experience, qualifications, and skills of the individual to be appointed. 6.2Executive Director.When setting a remuneration package for a new Executive Director, including internal promotions, the Committee will apply the same or substantially similar principles to those set out in the Company’s then-current Remuneration Policy. Luxfer expects remuneration packages for Executive Directors to include base salary, perquisites and benefits, retirement benefits, an annual cash incentive, and initial and ongoing equity awards. The table below sets out the Company’s approach and maximum opportunity with respect to each remuneration component in recruitment scenarios.
| Remuneration
Component | Approach | Maximum Opportunity |
| Base Salary | Set at a level appropriate to the role, experience, qualifications, and skills of the new Executive Director. This may include, if appropriate, an agreement to increase base salary over a defined period up to a pre-defined level on acquiring experience and having delivered satisfactory performance, in which case the salary may exceed inflationary or other increases given to the general workforce in the country in which the new Executive Director is based. | Consistent with Remuneration
Policy then in effect | Perquisites and
Benefits | Consistent with Remuneration Policy then in effect | Consistent with Remuneration
Policy then in effect | Retirement Benefits | Consistent with Remuneration Policy then in effect | Consistent with Remuneration
Policy then in effect | Annual Cash Incentive | Consistent with Remuneration Policy then in effect | Consistent with Remuneration
Policy then in effect | Equity Awards | Consistent with Remuneration Policy then in effect | Consistent with Remuneration
Policy then in effect |
6.3Non-Executive Directors. New Non-Executive Directors will be offered remuneration on the same basis as existing Non-Executive Directors, including annual retainer fees and equity awards. Equity awards are granted to Non-Executive Directors pursuant to the EIP, under which the annual awards are non-discretionary. Further information regarding equity awards issued to the Company’s Non-Executive Directors is set forth in section 5 of this Policy. The EIP is described in further detail in the Company’s financial statements.
| | 2024 PROXY STATEMENT |
7.0 | CONTRACTS AND APPOINTMENT LETTERS |
7.1General. In accordance with Luxfer’s long-standing policy, Executive Directors are party to an employment contract, while Non-Executive Directors are subject to appointment letters, which detail the basis of their appointment and service. Employment contracts and appointment letters are available for inspection at the Company’s registered office. 7.2Executive Director. It is generally the Company’s policy that an Executive Director’s employment contract shall not include a fixed term. Notice periods are set by the Board, having regard to the Company’s need to attract and retain talent, ensure an orderly succession, and enable the Company to manage personnel while avoiding excessive costs. Generally, employment contracts may be terminated by either party, upon twelve (12) months’ notice or another notice period set forth therein, and contain change in control provisions. At the Committee’s discretion, employment contracts may provide for pay in lieu of notice in the event of early termination. Such payment in lieu of notice may include base salary, perquisites and benefits, retirement benefits, vesting of equity awards, or payment of the annual cash incentive. The Company may summarily dismiss and terminate, without notice, an Executive Director’s employment contract upon the occurrence of certain events identified therein. Such termination would typically occur if an Executive Director’s conduct justifies dismissal, such as gross misconduct. In this event, the Company will pay the Executive Director all earned and unpaid base salary and benefits through the termination date, after which Luxfer will have no further obligation to the Executive Director under the employment contract, unless specified by further written agreement. Executive Directors have the same employment rights as any other employee in the case of redundancy or if a court of competent jurisdiction determines that their termination was unlawful under applicable law. The below table summarizes various terms of the current Executive Director’s employment contract. | (2)Executive
Director | ForLoss of Office or
Termination Event | Remuneration Entitlement | | Andrew Butcher | Change in Control | Subject to employment being terminated in connection with a Change in Control and the purposesExecutive Director not receiving an offer of calculating diluted earnings per share,employment for an Equivalent Position with a Successor (as each term is defined in the weighted average numberemployment contract): •Payment of ordinary shares outstandinga severance equal to 2x annual base salary at the annualized rate then in effect •Payment of the cash incentive for the fiscal year in which the Change in Control occurs (if the cash incentive earned has not been determined as of the change in control date, it will be paid at Budget level and prorated to reflect dates of service during the financial year has been adjustedrelevant fiscal year) •Vesting of all unvested time-based equity awards, which may be settled in cash or shares in accordance with the rules of the LTIP •Vesting of any performance-based equity awards, which may be settled in cash or shares, and which amount shall be calculated in accordance with the rules of the LTIP (pro-rata basis, based on the Company’s performance as of the effective date of the change in control and the elapsed portion of the performance period) | Date of Employment Contract |
May 6, 2022
| Notice Period | Summary Dismissal or Termination for Cause | •Payment of earned and unpaid base salary and benefits, including vacation entitlement, through the termination date | 12 months | Payment in Lieu of Notice | •Payment of base salary for the dilutive effectsNotice Period or remaining balance thereof •Payment of the cash incentive for the fiscal year in which employment terminates (if the cash incentive earned has not been determined as of the termination date, it will be paid at Budget level and prorated to reflect dates of service, including the Notice Period, during the relevant fiscal year) •Payment of the cash incentive for the 12-month Notice Period, paid at Budget level •Vesting of all potential ordinary sharesunvested time-based equity awards •Vesting of any earned but unvested performance-based equity awards that are scheduled to vest in the 12-month period following termination |
| | 2024 PROXY STATEMENT |
Employment contracts for new Executive Directors, including internal promotions, will generally be made on the same or substantially similar terms as those offered to the current Executive Director, provided the Committee determines that such terms are consistent with market practice and in the best interest of the Company and its shareholders. 7.3Non-Executive Directors. It is generally the Company’s policy that Non-Executive Director appointment letters shall not include a fixed term. However, the Company’s Corporate Governance Guidelines contain term limits and provisions regarding retirement age. Moreover, all Directors are subject to regular election or re-election at the Company’s Annual General Meeting, in accordance with the “Retirement by Rotation” provisions set forth in the Company’s Articles of Association. Non-Executive Directors, including the Chair, do not have any employment rights with the Company. The below table summarizes key terms of the Non-Executive Directors’ Appointment Letters. | Non-Executive
Director | Date of Appointment
Letter | Notice Period | Remuneration
Entitlement | | Patrick Mullen | July 1, 2021 | 3 months, except if the Director fails to be recommended by the Company’s Nominating and share options grantedGovernance Committee to employees.stand for re-election or fails to be re-elected by the Company’s shareholders at a subsequent AGM | All earned and unpaid retainer fees through the date of termination Subject the Committee’s discretion, all unvested equity awards are immediately forfeited upon cessation of such person’s directorship | Richard Hipple | November 19, 2018 | Clive Snowdon | July 29, 2016 | Sylvia A. Stein | May 15, 2022 | Lisa Trimberger | September 1, 2019 |
8.0 | POLICY REGARDING PAYMENT FOR LOSS OF OFFICE |
8.1General Policy. Luxfer’s policy on payment for loss of office (i) provides a clear set of principles that govern payments that will be made for loss of office; and (ii) takes into account the individual circumstances relating to such loss of office, including the reason for termination, individual performance, and contractual obligations. Any termination payment made in connection with the departure of an Executive Director will be subject to the Committee’s approval, having regard to the terms of any applicable employment contract, other legal obligations, and circumstances surrounding the termination. At minimum, all contractual entitlements through the termination date will be honored, and the Company will pay any amounts it is required to pay in accordance with the Director’s statutory employment or contractual rights. In addition to the remuneration described below, the Committee may pay such amounts as are necessary to settle or compromise any claim or by way of damages, where the Committee views it as being in the Company’s best interest, including, without limitation, payment of or reimbursement of reasonable legal and professional fees incidentally incurred by the Director. In all cases, the Company will seek to apply the principles of mitigation to ensure that it is not paying more than is required. 8.2 Executive Director. Generally, Luxfer employment arrangements with Executive Directors include a notice provision and continuing payment obligations in accordance with the terms of the Executive Director’s employment contract in the event of termination without cause or in connection with a change in control. Payment obligations, if any, typically include base salary, all or some portion of the annual cash incentive, and the vesting of equity awards. Luxfer may offer payment in lieu of notice if it is considered to be in the best interests of the Company and its shareholders. The Company’s general policies with respect to remuneration entitlement in the event of loss of office are set forth below. Notwithstanding this summary of Luxfer’s general practices, any terms contained in an Executive Director’s employment contract shall govern and control.
| | 2024 PROXY STATEMENT |
| Loss of Office
or Termination
Event | Base Salary and
Other Benefits | Annual Cash Incentive | Equity Awards governed by terms of LTIP | | | | 2022 Proxy Statement A-1 |
Without Cause APPENDIX A
| | Years ended December 31, | | In millions | 2021 | 2020 | 2019 | 2018 | 2017 | | Adjusted net income from continuing operations | 36.2 | 28.9 | 40.9 | 48.0 | 27.6 | | Add back/(deduct): | | | | | | | Impact of U.S. tax reform | — | — | — | — | 2.0 | | Other non-recurring tax items | 1.9 | — | — | 1.2 | 1.3 | | Income tax on adjusted items | 2.1 | 0.4 | 2.0 | 1.7 | 3.1 | | Income tax expense | 5.4 | 6.9 | 7.6 | 6.5 | 3.3 | | Net finance costs | 3.1 | 5.0 | 4.4 | 4.5 | 6.3 | | Adjusted EBITA from continuing operations (1) | 48.7 | 41.2 | 54.9 | 63.6 | 42.3 | | Loss on disposal of PPE | — | 0.1 | 0.2 | 0.3 | — | | Depreciation | 14.7 | 12.6 | 12.0 | 15.7 | 17.0 | | Adjusted EBITDA from continuing operations | 63.4 | 53.9 | 67.1 | 79.6 | 59.3 | | Adjustments to reconcile from U.S. GAAP (2) | — | — | — | — | 2.0 | | Changes in assets and liabilities, net effects of business acquisition | 17.3 | 20.9 | (5.2) | 3.8 | 5.7 | | Non-restructuring capital expenditures | (9.2) | (8.2) | (12.7) | (10.3) | (11.3) | | Equity income of unconsolidated affiliates | — | (0.1) | 0.7 | 0.4 | (0.1) | | UK pension deficit funding contributions | (18.2) | (5.3) | (5.2) | (5.5) | (7.2) | | Adjusted operating cash flow | 53.3 | 61.2 | 44.3 | 67.2 | 48.4 | | Organic revenue | | | | | | | Group revenue | 374.1 | 324.8 | 373.4 | 401.9 | 441.3 | | Deduct: | | | | | | | SCI acquisition | (24.9) | — | — | — | — | | Czech divestiture | — | — | (7.6) | (18.7) | (15.8) | | Organic revenue | 349.2 | 324.8 | 365.8 | 383.2 | 329.1 | | Organic revenue (decline)/growth | 7.5% | (11.2%) | (4.5%) | 16.4% | 6.7% |
_____________________
| (1) | Also referred toPayment of then-current base salary, in this Proxy Statement as Management EBITA. |
| (2) | Prior to 2018, Luxfer was a Foreign Private Issuer and reported under IFRS as adopted by the E.U. (“IFRS E.U.”), which differs in certain respects from U.S. generally accepted accounting principles (“U.S. GAAP”). The adjusted EBITDA figure for 2017 reported under U.S. GAAP in our Annual Report on 10-K have been reconciled to IFRS E.U.lieu of notice, for the purposeNotice Period or remaining balance thereofIf no Notice Period applies, payment of reconciliationseverance in an amount equal to 12 months’ base salary as of the non-GAAP adjusted operatingtermination date | Generally, not entitled to cash flow metrics.incentive upon employment cessation within first half of calendar year; the Committee may, at its discretion, (i) make a retroactive payment on a prorated basis during the second half of the calendar year if the performance targets are achieved; or (ii) elect to make a prorated payment based on estimated performance as of the termination date When employment is terminated after the end of a performance year but before the incentive is paid, Executive Directors are eligible for an annual cash incentive for that performance year, subject to an assessment of performance achieved; Any cash incentive will be paid on the normal payment date |
Entitled to vested equity awards Unvested time-based awards forfeited and lapse * Unvested performance-based awards vest on a pro-rata basis, based on the Company’s performance as of the termination date and the elapsed portion of the performance period * | | A-2 | Summary Dismissal or Termination for Cause | Payment of earned but unpaid base salary and benefits through termination date, after which the Company has no further obligation | Not entitled to annual cash incentive | Entitled to vested equity awards Immediate forfeiture and lapsing of all unvested equity awards | | | Death or
Disability | Payment of earned but unpaid base salary and benefits through termination date | Generally, not entitled to cash incentive upon death or disability; however, the Committee retains the discretion to apply those principles set forth above under “Without Cause” | Entitled to vested awards, which can be transferred and exercised by beneficiary on the same terms as initially awarded * | | | Change in Control | No general policy; governed by terms of employment contract | Payment of cash incentive for the fiscal year in which change in control occurs (if cash incentive earned has not been determined because the performance period remains ongoing, it will be paid at Budget level and prorated to reflect dates of service during the relevant fiscal year) | Vesting of all time-based awards Performance-based awards vest on a pro-rata basis, based on the Company’s performance as of change in control and the elapsed portion of the performance period May be settled in cash or shares | |
| | 2024 PROXY STATEMENT |
APPENDIX B
The following sets8.3Non-Executive Directors. Luxfer’s policy with respect to remuneration entitlement upon a Non-Executive Director’s loss of office is consistent with those terms set forth in section 7.3 of this Policy, as communicated in a Non-Executive Director’s appointment letter. Given the textfixed nature of Non-Executive Director remuneration, Non-Executive Directors are entitled to receive any earned but unpaid retainer fees. Pursuant to the terms of the AmendedEIP, a Non-Executive Director must be actively serving as a Director on the vesting date in order to be entitled to unvested equity awards. However, the Committee retains the discretion to accelerate vesting and Restated Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, showingexercise dates or otherwise waive conditions to vesting, exercise, or transferability as it deems appropriate given the proposed revisions by waycircumstances.
9.0 | CONSIDERATION OF INTERNAL AND EXTERNAL CONDITIONS |
9.1Multi-Faceted Approach. The Committee commissions benchmarking studies related to the remuneration practices of comparison againstcomparable companies and gives consideration to the original textconditions of the Plan.Company’s broader workforce when making remuneration-related decisions for the Directors. Consideration is given to various factors, such as general inflationary and cost-of-living increases. Luxfer utilizes a clear structure of pay and benefits per layer of its workforce. The Committee does not consult employees, nor does it use internal comparison metrics when preparing the Directors’ Remuneration Policy. However, the Committee is aware of average pay and benefit packages available within the Company. The Committee also considers shareholder feedback and views expressed by institutional shareholder bodies, rating agencies, and interested parties, so far as it relates to remuneration, when reviewing the appropriateness of this Policy. In addition, the Committee considers potential conflicts of interest to ensure that Directors do not have sole discretion over their own remuneration. PROPOSED AMENDED AND RESTATED LONG-TERM UMBRELLA INCENTIVE PLAN
| | 2024 PROXY STATEMENT |
APPENDIX C SECOND AMENDED AND RESTATED
NON-EXECUTIVE DIRECTORS
EQUITY INCENTIVE PLAN LUXFER HOLDINGS PLC
lonG-TERM UMBRELLA
NON-EXECUTIVE DIRECTORS EQUITY INCENTIVE PLAN
(Amended and Restated as of June 8, 2022)2022June 6, 2024) 1.Purpose of the Plan The purpose of the Plan is to promote the interests of the Company and its shareholders, by allowing the Company to attract and retain high-quality senior employees in an environment where compensation levels are based on global market practice,highly qualified Non-Executive Directors by permitting them to align rewards of employees with returns to shareholders and to reward the achievement of business targets and key strategic objectives. The Plan is designed to serve these goals by providing such employees with aobtain or increase their proprietary interest in pursuing the long-term growth, profitability and financial success of the Company. Award grants are intended to be determined annually, but may be made on other occasions, such as recruitments. 2.Definitions As used in the Plan or in any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below: (a)“Award” means any Option, Stock Appreciation Right, Restricted Stock or Restricted Stock Unit or Other Stock Based Award, or Cash Incentive Award granted to a Participant pursuant to the Plan. (b)“Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award. (c)“Beneficiary” means a personPerson designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate. Such designation, if any, must be on file with the Company prior to the Participant’s death. (d)“Board” means the Board of Directors of Luxfer. (e)“Cash Incentive Award” means an award granted pursuant to Section 9 of the Plan. (f)“Cause” means (i) ifabsence without the Participant is a party to an employment agreement with the Company and such agreement provides for a definition of Cause or the grounds for summary dismissal, the definition of Cause contained therein or such grounds for summary dismissal, as applicable, or (ii) if no such agreement exists or if such agreement does not define Cause and does not provide for the grounds for summary dismissal, such conduct of a Participant that constitutes grounds for summary dismissal, as determined by the Company in its sole discretion. For the avoidance of doubt, grounds for summary dismissal will include, without limitation, (i) gross misconduct, gross incompetence or any other material breach of obligations to the Company, (ii) commission of any criminal offence other than a road traffic offence or any other offence which does not result in a custodial sentence and in the reasonable opinionpermission of the Company does not affectBoard from meetings of the Participant’s employment,Board for three consecutive full meetings; (ii) any prohibition by law from being a director; (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally,generally; (iv) disqualification from being a directorcommission of any company by reasonserious or repeated breach or non-observance of the Participant’s obligations to the Company (which include an order made byobligation not to breach directors’ statutory, fiduciary or common-law duties); or (v) any competent court other than by reason of mentalconduct involving fraud or physical disability; (v) engagingdishonesty or acting in any conductmanner which, in the opinion of the Company, brings the Participant or is likely to bring the Company into disrepute.disrepute or is materially adverse to the interests of the Company.
(g)(f) “Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Effective Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-313d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any personPerson becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quartersthree-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an
| | B-1 | |
APPENDIX B
Incumbent Board, shall be, for purposes of this clause (iv), considered as though he or she were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the
| | 2024 PROXY STATEMENT |
outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company. (h)(g) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.
(i)(h)“Committee” means the Remuneration Committee of the Board or such other committee as the Board shall appointmay designate from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.
(j)(i) “Company” means Luxfer and all of its Subsidiaries, collectively.
(k) (j) “Director EIP” means the Luxfer Non-Executive Directors Equity Incentive Plan, as it may be amended from time to time.
(k)(l)“Disability” means any physical or mental impairment which qualifies a Participant for (i) disability benefits under any long-term disability plan maintained by the Company, (ii) workers’ compensation total disability benefits, (iii) Social Security disability benefits, or (iv) as otherwise determined by the Board. For purposes of the Plan, a Participant’s employment shall be deemed to have terminated as a result of Disability on the date as of which he or she is first entitled to receive disability benefits under such policy, law or regulation or such other date as the Committee shall determine in its sole discretion; provided that with respect to any Award that is subject to Section 409A of the Code, if such Award provides for any payment or distribution upon a Participant’s (i) Disability, then “Disability” shall have the meaning given to such term in Section 1.409A-3(i)(4) of the Treasury Regulations or (ii) termination of employment as a result of Disability, then such Participant’s employment shall be deemed to have terminated as a result of Disability on the date on which such Participant experiences a separation from service within the meaning of Section 409A of the Code and regulations promulgated thereunder.
(l)(m)“Effective Date” means October 2, 2012.
(m)(n)
(o) (l) “Executive Officers” shall mean the Chief Executive Officer, the Chief Financial Officer, Corporate Secretary and other members of the Executive Leadership Team of Luxfer.
(n)(p)“Exercise Price” means the price per Share at which a holder of an Option or a Stock Appreciation Right may purchase Shares or exercise a Stock Appreciation Right, as applicable.Shares.
(o)(q), (i) (x) for purposes of Sections 3(c) and 6(a) hereof,the trading day immediately preceding such date as reported on the New York Stock Exchange and (y) for all other purposes, the closing price per Share on
(p)(r)
(q)(s)Nonqualified Stock OptionNon-Executive Director” means an Option thata member of the Board who is not intended to meet the requirements of Section 422an employee of the Code or that otherwise does not meet such requirements.Company.
(r)(t)67 to purchase a specified amount of Shares at an Exercise Price.
(s)(u)£0.50£0.50 per share,, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 1210 of the Plan.
(t)(v)Other Stock Based AwardParticipant” means an equity-based or equity-related award, other than an Option, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit, granted to a Participant pursuant to Section 10, including a nil or nominal cost right to acquire Shares.
(u)(w)“Participant” means an employee of the Company who is eligible to participate in the Plan andNon-Executive Director to whom one or more Awards have been granted pursuant to the Plan.
APPENDIX B
(v)(x)Performance-Based” means, with respect to an Award, an Award that vests, in whole or in part, on the basis of one or more Performance Targets that are imposed on such Award pursuant to Section 11.
(w)(y)“Performance Measures” means such measures as are described in Section 11on which Performance Targets are based in respect of Performance-Based Awards.
(x)(z)“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.
(y)(aa)“Performance Period” means the period of time during which the Performance Targets must be met in order to determine the degree of payout and/or vesting with respect to a Performance-Based Award. Performance Periods for different Awards may be overlapping.
(z)(bb)“Performance Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied to each Target Award.
(aa)(cc)“Performance Target” means performance goals and objectives with respect to Performance Measures for a Performance Period.
(bb)(dd)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.
(ee) (t) “Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of a Participant, details of all rights to acquire Shares or other securities or cash granted to the Participant and of Shares or other securities issued or transferred or cash paid to the Participant pursuant to the Plan and any other personal information which could identify the Participant and is necessary for the administration of the Plan.
(cc)(ff)“Plan” means this Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time to time.
(dd)(gg)“Restricted Stock” means Shares awarded to a Participant pursuant to Section 7 subject to a substantial risk of forfeiture.
(ee)(hh)“Restricted Stock Unit” means a right to receive a number of Shares subject to the Award or the value thereof as of the specified date granted to a Participant pursuant to Section 8.
(ff)(ii)“Securities Act” means the United States Securities Act of 1933, as amended.
(gg)(jj)“Share” means an Ordinary Share.
(hh)(kk)“Stock Appreciation Right” means a right granted to a Participant under Section 6.
(ii)(ll)“Subsidiary” shall mean any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.
(jj)(mm)“Target Award” means a target Award determined by the Committee to be payable upon satisfaction of any applicable Performance Targets.
(kk)(nn)“Time-Based“ means, with respect to an Award, an Award that vests solely on the basis of continued employment.
(ll)(oo)“Transfer” means, with respect to any Award, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or disposition of such Award, whether for or without consideration. “Transferee”, “Transferred” and “Transferability” shall have correlative meanings.
(mm)(pp)“U.S.” shall mean the United States of America.
| 3. | Term; Stock Subject to the Plan; Limitations on Individual Awards |
(a)Term of the Plan
Unless the Plan shall have been earlier terminated by the CompanyBoard, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth anniversary of the Effective Dateon June 8, 2032. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan.
| | B-3 | |
APPENDIX B
(b)Stock Subject to the Plan
The maximum number of Shares that initiallymay be available for Awards under the Plan and awards under the Director EIPon or after June 8, 2022, in the aggregate, shall be a number equal to 2,010,820, which represents 7.4% of the outstanding share capital of Luxfer as of the Effective Date1,400,000 Shares. The maximum referred to in the preceding sentences of this paragraph shall be subject to adjustment as provided in Section 12. The Board may, subject to any applicable law and approval by the shareholders of Luxfer to the extent required by law or listing conditions of the New York Stock Exchange, from time to time increase the maximum number of Shares that may be available for Awards under the Plan. The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that are authorized for issuance, using treasury shares or causing an employee benefit trust or any other trust to deliver Shares.
For purposes of the preceding paragraph, if any Shares covered by Awards shall only be counted as used to the extent they are actually transferred or delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, in accordance with the preceding sentence, if an Award is settled for cash or if Shares are withheld to pay thesubject to an Award are forfeited, if any Award or any portion of an Award lapses or expires (including the unvested portion of any Award granted subject to Performance Targets, which fails to achieve its Performance Targets in full) or if any Award is settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture, lapse, expiration or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under this Section 3(b) and shall not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of theEexercise Pprice of an Option or; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding requirementobligation with respect to any Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with an Award, only the shares transferred or delivered (if any), net of the shares withheld or paid, will be deemed transferred or delivered for purposes of determining the number of Shares that arethe settlement of the Stock Appreciation Right in Shares upon exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for transfer and deliveryissuance under the Plan or the Director EIP. In addition, if Shares are transferred or delivered subject to conditions which may result in the forfeiture, cancellation or return of such Shares to the Company, any portion of the Shares forfeited, cancelled or returned shall thereafter be treated as not transferred or delivered pursuant to the Plan. In addition, if Shares owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Award, the number of Shares tendered shall be added to the number of Shares that are available for delivery under the Plan or the Director EIP. Shares covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3(b).
For the sake of clarity, no Shares that remained available under the Plan for issuance prior to June 8, 2022 will be issued on or after June 8, 2022, and no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Plan on or after June 8, 2022.
(c)Individual Award Limits; Valuation
Unless otherwise determined by the Committee, the maximum value of the Awards granted under the Plan in any calendar year shall not exceed in the aggregate: (i) 220% of base salary for the Chief Executive Officer, (ii) 150% of base salary for the Chief Financial Officer and other members of the Executive Leadership Team of Luxfer (other than the Chief Executive Officer), and (iii) 100% of base salary for other Participants. For purposes of these individual limits, the Awards shall be valued as follows: (i) Time-Based Restricted Stock and Time-Based Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; (ii) Options and Stock Appreciation Rights shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant; (iii) Performance-Based Restricted Stock and Performance-Based Restricted Stock Units shall be valued at 50% of the Fair Market Value on the date of grant of the Target Award; (iv) Cash Incentive Awards shall be valued at the maximum cash value payable under the Award, and (v) Other Stock Based Awards shall be valued, as determined by the Committee in good faith at the time of grant, by reference to the Fair Market Value of Shares subject to the Award at the time of grant.
| 4. | Administration of the Plan |
The Plan shall be administered by the Committee. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees of the Company who shall be granted Awards under the Plan and the amount, type and other terms and conditions of such Awards. The Committee, in its discretion and consistent with applicable law and regulations, may delegate its authority and duties under the Plan to any other individual or committee as it deems to be advisable, under any
APPENDIX B
conditions and subject to applicable law and any limitations that the Committee may establish, except that the Committee may not delegate its authority with respect to establishing the terms and conditions of Awards made to the Executive Officersany employee of the Company who is subject to Section 16 of the Exchange Act.
The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. The employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by a Subsidiary of Luxfer and such Subsidiary ceases to be a Subsidiary of Luxfer, unless the Committee determines otherwise.
On or after the date of grant of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable, as the case may beor waive any condition relating to such Award becoming vested, exercisable or transferable, as the case may be, in the event of death or Disability or in the event that the Committee determines the conditions to such vesting, exercisability or transferability to be impractical or unachievable, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s employment during which any such Award may remain outstanding,or (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Award or (iv)provide for the paymentcrediting of dividends or dividend equivalents with respect to any such Award as set forth herein; provided that the Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law.
Without limiting the generality of the foregoing, in order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan for any other purpose.
Decisions of the Committee shall be final, binding and conclusive on all parties.
To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan.
| 5. | Eligibility; Award Agreements; Non-Transferability; Vesting; Clawback |
(a)The Committee shall select from time to time the employees of the Company who are eligible to receive Awards pursuant to the Plan, including those key employees who are largely responsible for the management, growth and protection of the business of the Company.
(b)Employees of Subsidiaries may participate in the Plan upon approval of Awards to such employees by the Committee. A Subsidiary’s participation in the Plan may be conditioned upon the Subsidiary’s agreement to reimburse Luxfer for costs and expenses of such participation, as determined by Luxfer. The Committee may terminate the Subsidiary’s participation in the Plan at any time and for any reason. If a Subsidiary’s participation in the Plan shall terminate, such termination shall not relieve it of any obligations theretofore incurred by it under the Plan, except with the approval of the Committee, and the Committee shall determine, in its sole discretion, the extent to which employees of the Subsidiary may continue to participate in the Plan with respect to previously granted Awards. Unless the Committee determines otherwise, a Subsidiary’s participation in the Plan shall terminate upon the occurrence of any event that results in such entity no longer constituting a Subsidiary as defined herein; provided, however, that such termination shall not relieve such Subsidiary of any of its obligations to Luxfer theretofore incurred by it under the Plan, except with the approval of the Committee. Notwithstanding the foregoing, unless otherwise specified by the Committee, upon any such Subsidiary ceasing to be a Subsidiary as defined herein, the Participants employed by such Subsidiary shall be deemed to have terminated employment for purposes of the Plan. With respect to Awards subject to Section 409A of the Code, for purposes of determining whether a distribution is due to a Participant, such Participant’s employment shall be deemed terminated as described in the preceding sentence only if the Committee determines that a separation from service (within the meaning of Section 409A of the Code and regulations promulgated thereunder) has occurred.
(c)Each Award granted under the Plan shall be evidenced by an Award Agreement in form and substance approved by the Committee. Except as otherwise determined by the Committee,which may provide that (i) an Award may not be Transferred and (ii) following the vesting, exercise or lapse of transfer restrictions in respect of an Award, Shares must be held by the Participant for at least 12 months.
| | B-5 | |
APPENDIX B
(d)Notwithstanding any other provision in the Plan, no Award granted to a Participant shall vest, become exercisable or become transferable earlier than the first (1st) anniversary of the grant date; provided, however, up to a maximum of five percent (5%) of the maximum aggregate number of Shares that may be issued under the Plan pursuant to Section 3(a) may be issued pursuant to Awards granted under the Plan without regard for any limitations or other requirements for vesting or transferability under the Plan.
(e)Each Award granted under the Plan shall be subject to the Clawback Policies and Procedures as set forth in Luxfer’s Directors’ Remuneration Policy and the applicable Award Agreement.
| 6. | Options and Stock Appreciation Rights |
The Committee may from time to time grant Time-Based and Performance-Based Options that are Nonqualified Stock Options and Time-Based and Performance-Based Stock Appreciation Rights, subject to the following terms and conditions:
(a)Evidence of Grant
The Award Agreement evidencing the grants of Options and Stock Appreciation Rights shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions (as set forth below) and such additional provisions as may be specified by the Committee. The Exercise Price per Share covered by any Option or Stock Appreciation Right shall be not less than 100% of the Fair Market Value of a Share on the date on which such Option or Stock Appreciation Right is granted with respect to any Option granted to a Participant who is a U.S. taxpayer.
(b)Vesting
Unless otherwise determined by the Committee, each Time-Based Option or Time-Based Stock Appreciation Right shall become vested and exercisable with respect to one-thirdone quarter of the Shares subject to the Award on each of the first threefour anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary.
(c)Exercise Period
No Option or Stock Appreciation Right shall be exercisable after the expiration of ten years from the date such Option or Stock Appreciation Right is granted.
(d)Exercise of Options and Stock Appreciation Rights
Each Option or Stock Appreciation Right may, to the extent vested and exercisable, be exercised in whole or in part. The partial exercise of an Option or Stock Appreciation Right shall not cause the expiration, termination or cancellation of the remaining portion thereof. An Option or Stock Appreciation Right shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation, in the case of an Option, through net physical settlement or other method of cashless exercise. The Exercise Price of an Option must be paid in full when the Option is exercised. For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price.
(e)Payment in Cash or Shares
Upon exercise, a Stock Appreciation Right may be settled for cash or Shares or a combination of cash and Shares, in the discretion of the Committee, and as described in the Award Agreement. If a Stock Appreciation Right is settled for cash, the Company shall make a payment to the Participant equal to the excess, if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation Right was exercised. If the Stock Appreciation Right is settled for Shares, the Company shall deliver to the Participant a number of Shares in the amount equal to the cash payment amount that would have been payable if the Stock Appreciation Right was settled in cash divided by the Fair Market Value of a Share on the date of exercise, rounded down to the nearest whole number of Shares.
(f)Termination of Employment
Subject to the Committee’s discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) the portion of anany Time-Based Option or aTime-Based Stock Appreciation Right that has not become vested or exercisable as of the date of such termination shall immediately lapse and (ii) any Performance-Based Option or Performance-Based Stock Appreciation Right shall vest with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been vested in the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance Period,
APPENDIX B
rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Option or Performance-Based Stock Appreciation Right that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. eExcept as otherwise provided in the Plan or in the applicable Award Agreement, the portion of theany Option or a Stock Appreciation Right that is or becomes vested or exercisable as of the date of termination of employment will lapse on the first anniversary of the date of termination of employment to the extent not theretofore exercised. In the event of the termination of the Participant’s employment for Cause, all Shares subject to an Option or a Stock Appreciation Right, whether then vested or exercisable or not, shall immediately lapse on such termination.
The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock, subject to the following terms and conditions:
(a)Grant of Restricted Stock
At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 7. Unless otherwise determined by the Committee, Time-Based Restricted Stock shall vest with respect to one-thirdone quarter of the Shares subject to the Award on each of the first threefour anniversaries from the date of grant provided the employee is continuously employed through each such respective anniversary.
(b)Issuance of Restricted Stock; Rights of Participants
As soon as practicable after Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant. Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine. Except as otherwise determined by the Committee, the Participant will have all rights of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and, subject to Section 7(c), to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred until the restrictions are satisfied or lapse. The Committee may enforce any restrictions that the Committee may impose on Restricted Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on transfer.
(c)Dividends
No dividends will be paid to a Participant with respect to unvested Shares of Restricted Stock. The Committee may provide in its sole discretion that any dividends declared on the Shares of Restricted Stock before they are vested shall either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions that apply to the Shares of Restricted Stock to which they relate, or (ii) be credited by the Company to an account for the Participant and accumulated with or without interest until the date upon which the Shares of Restricted Stock to which they relate become vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In cases where dividends are reinvested, the number of additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion. If Shares of Restricted Stock subject to an Award are forfeited, the additional Shares (or credited cash amounts) that relate to such Restricted Stock shall also be forfeited.”
(d)Termination of Employment.
Subject to the Committee’s discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto and (ii) the Performance-Based Restricted Stock shall vest with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been vested in the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Restricted Stock that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination of the Participant’s employment for Cause, all unvested Restricted Stock shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.
| | B-7 | |
APPENDIX B
The Committee may from time to time grant Time-Based and Performance-Based Restricted Stock Units, subject to the following terms and conditions:
(a)Grant of Restricted Stock Units
At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock Units granted pursuant to this Section 8. Unless otherwise determined by the Committee, Time-Based Restricted Stock Units shall vest with respect to one-thirdone quarter of the Shares subject to the Award on each of the first threefour anniversaries from the date of grant provided the Participant is continuously employed through each such respective anniversary.
(b)Dividend Equivalents
No dividends or dividend equivalents will be paid to a Participant with respect to unvested Restricted Stock Units. The Committee shallmay in its sole discretion provide for the payment of dividend equivalents with respect to Restricted Stock Units. TheIf dividend equivalents will be paid, the Company shall credit the Participant with additional Restricted Stock Units as of each date on which the Company pays a cash dividend on Shares, the number of which shall be determined by first (i) multiplying the number of Restricted Stock Units subject to an Award on the dividend payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date. Any Aadditional Restricted Stock Units shall be subject to the same restrictions, including but not limited to vesting, Transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. If the Restricted Stock Units subject to an Award are forfeited, the additional Restricted Stock Units that relate to such Restricted Stock Units shall also be forfeited.
(c)Form and Timing of Settlement
Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such payment will occur in a manner that would not cause any tax to become due under Section 409A of the Code. Restricted Stock Units may be settled for cash, Shares, or a combination of both, as determined by the Committee and set forth in the Award Agreement. The Committee may permit Participants to request the deferral of payment of vested Restricted Stock Units (including the value of related dividend equivalents, if any) to a date later than the payment date specified in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such deferral will be made in a manner that would not cause any tax to become due under Section 409A of the Code.
(d)Termination of Employment.
Subject to the Committee’s discretion of the Committee, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying Time-Based Restricted Stock Units that have not yet become vested as of the date of the Participant’s termination shall be immediately forfeited by the Participant, and (ii) the Performance-Based Restricted Stock Units shall vest and be settled in cash or Shares with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been delivered to the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Restricted Stock Units Award that does not vest pursuant to the clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination of the Participant’s employment for Cause, all Restricted Stock Units shall be immediately forfeited by the Participant as of the termination and the Participant shall have no further rights with respect thereto.
The Committee may from time to time grant Cash Incentive Awards. At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Cash Incentive Awards granted pursuant to this Section 9. Cash Incentive Awards may be settled in cash or in other property, including Shares, as determined by the Committee at the time of grant. Unless otherwise determined by the Committee, all Cash Incentive Awards shall be granted upon satisfaction of applicable performance conditions and shall be deferred for at least two years, subject to continued service of the Participant. If during such deferral period the Company restates its financial results based on which the Cash Incentive Award was computed, the Participant shall forfeit the excess of the amount of the Cash Incentive Award over what he would have received based on the restated financial results. Upon the termination of the Participant’s employment for any reason other than for Cause, the Cash Incentive Award held by the Participant shall become vested in full and payable within 30 days after the termination of the Participant’s employment, except (i) if the Participant is subject to United States taxation and the Cash Incentive Award is subject to Section
APPENDIX B
409A of the Code, the payment of the Cash Incentive Award shall not be accelerated and (ii) if the Committee, in its sole discretion, reasonably believes that there is more than minimal risk of a restatement of the Company’s financial results during the original deferral period, the Cash Incentive Award shall be treated as if the Participant remained employed through the original payment date set forth in the Award. In the event of the termination of the Participant’s employment for Cause, all outstanding Cash Incentive Awards shall be forfeited by the Participant and the Participant shall have no further rights with respect thereto.
| 10. | Other Stock Based Awards |
The Committee may grant Other Stock Based Awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock Based Award may (i) involve the transfer of Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, and(ii) be Time-Based or Performance-Based and (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units; provided that each Other Stock Based Award shall be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the grant of such award. The UK schedule hereto orapplicable Award Agreement shall specify the consequences, if any, on the Award of the Participant’s termination of employment; provided that in the event of the termination of the Participant’s employment for Cause, all outstanding Other Stock Based Awards shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto.
| 11. | Performance-Based Awards |
The Performance-Based Awards shall be subject to the following terms and conditions:
(a)Performance Targets, Target Awards and Performance Schedules
Within 90 days after the beginning ofThe Committee may establish for any Award (a) a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish(ab) Performance Targets for such Performance Period, (bc) Target Awards for each Participant, and (cd) Performance Schedules for such Performance Period. The Performance Targets may be with respect to corporate performance, operating group or sub group performance, individual company performance, other group or individual performance, or division performance, and shall be based on one or more of the Performance Measures described below.
(b)Performance Measures
The Performance Targets upon which the payment or vesting of any Performance-Based Award depends shall relate to one or more of the followingPerformance Measures including without limitation: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual items), (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return on sales or other financial criteria, (iii) revenue or net sales, (iv) gross profit or operating gross profit, (v) cash flow, (vi) productivity or efficiency ratios, (vii) share price or total shareholder return, (viii) earnings per share, (ix) budget and expense management, (x) customer and product measures, including market share, high value client growth, and customer growth, (xi) working capital turnover and targets, (xii) margins, and (xiii) economic value added or other value added measurements, in any such case (x) considered absolutely or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or any business unit or division thereof.
The measurement of any Performance Measure(s) may exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and otherunusual or non-recurring items, fluctuations in currency exchange rates and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles and as identified in the Company’s audited financial statements, including the notes thereto.or such other factors as the Committee, in its sole discretion, deems appropriate .
Each Performance Measure may be expressed on an absolute and/or relative basis and may be used to measure the performance of any Participant or group of Participants, or Luxfer, the Company or a Subsidiary as a whole or any business unit of Luxfer or any Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate.
(c)CertificationPayout
Except as otherwise provided in the Plan, no distribution shall be made under this Plan until after the Committee has certifieddetermined the attainment of the Performance Targets and the amount to be paid to each Participant.
| | B-9 | |
APPENDIX B
(d)Service Requirements
Nothing in this Section 11 is intended to limit the Committee’s discretion to adopt any service conditions or restrictions with respect to Performance-Based Awards.
| 12. | Adjustment upon Certain Changes |
(a)Adjustment of Shares
If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without thefair market value consideration, or an extraordinary cash dividend or distribution is made, then (i) the number of Shares available for Awards under the Plan and awards under the Director EIPset forth in Section 3, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and Stock Appreciation Rights and (iii) the nominal value per Share, if applicable, and the number of Shares subject to other outstanding Awards, may be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the Code. In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in paying up any difference between the Exercise Price (or any amount payable per Share in relation to an Award) and the nominal value of the Shares, the Exercise Price (or other amount payable per Share in relation to an Award) of any Award over Shares that are to be newly issued by Luxfer in satisfaction of the Award shall not be reduced below a Share’s nominal value.
(b) Certain Mergers
Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation.
(c) Certain Other Transactions
In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:
(i) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option or Stock Appreciation Right, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Option or Stock Appreciation Right (which value may be zero); or
(ii) provide for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.
(d) Notice
The Company shall give each Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 12 with respect to any Award if the Committee determines that such action would violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.
(e) Changes to Awards Subject to Performance Conditions
In the event of any transaction or event described in this Section 12, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance Targets or Target Award, and in such other terms of any Award, as the Committee may consider appropriate in respect of such transaction or event.
| | | 2022 Proxy Statement B-10 |
APPENDIX B
(f)No Repricing
Notwithstanding any provision of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).
(g)No Other Rights
Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation. Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award.
(h)Savings Clause
No provision of this Section 12 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.
No person shall have any rights as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transfer or delivery of Shares. Except as otherwise expressly provided in Section 12, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such Shares are transferred or delivered. Nothing in this Section 13 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such dividends; provided, however, that no dividends or dividend equivalents will be paid to a Participant with respect to unvested Awards.
The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards under the Plan.
| 14. | No Special Employment Rights; No Right to Award |
Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his or her employment by or service to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.
No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require the Committee to grant an Award to such Participant or any other Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.
The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any Shares to be transferred or delivered hereunder or to effect similar compliance under any state laws. Notwithstanding anything in the Plan to the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary or desirable.
The exercise of any Option or Stock Appreciation Right that is settled in Shares granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which Shares are traded. The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure compliance under federal, state, non-U.S. securities laws and the
| | B-11 | |
APPENDIX B
requirements of any securities exchange on which Shares are traded. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery or transfer of Shares pursuant to any Award. During the period that the effectiveness of the exercise of an Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.
The issue or transfer of any Shares under the Plan shall be subject to Luxfer’s Articles of theAssociation and to any necessary consents of any governmental or other authorities (in any jurisdiction) under any enactments or regulations from time to time in force. The Participant shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.
(a)Payment of Taxes
Participants shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes but excluding any taxes imposed in connection with the issuance of Shares) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S. law, including, without limitation, under Section 409A of the Code.
(b)Cash Remittance
Whenever Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Award in cash, or any payment (including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, settlement or payment.
(c)Share Remittance
At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any.
(d)Share Withholding
At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any.
| 17. | Amendment or Termination of the Plan |
(a)The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 17 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.
(b)The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code;
| | | 2022 Proxy Statement B-12 |
APPENDIX B
provided, however, that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 17(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code. The amendment or modification of any Award pursuant to this Section 17(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose. To the extent the Committee amends or modifies an Award pursuant to this Section 17(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the Award and the applicable Award Agreement.
Upon the death of a Participant, to the extent provided in the applicable Award Agreement, (i) any outstanding Options and Stock Appreciation Rights granted to such Participant may be exercised only by the Beneficiary and (ii) any Award granted to such Participant may only be transferred to the Beneficiary. The Beneficiary, as a condition of such exercise or transfer, as the case may be, shall be bound in all respects by the provisions of the Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be deemed to refer to such Beneficiary. Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void.
(a)Treatment of the Awards
Unless otherwise set forth in the Award Agreement, uUpon a Change in Control,
(i)each outstanding Time-Based Award shall become fully vested and (a) with respect to Options and Stock Appreciation Rights, exercisable or (b) with respect to all other Awards hereunder, settled in cash or Shares, as applicable, and all restrictions thereon shall lapse, and except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants by the Committee in connection with the Change in Control, an Option or a Stock Appreciation Right shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.
(ii)each outstanding Performance-Based Award shall become vested and exercisable and/or settled in cash or Shares, as applicable, and the restrictions thereon shall lapse, in each case, with respect to the number of Shares underlying such Award or the amount of cash that is equal to (x) the number of Shares underlying such Award or cash amount under an Award that would have been vested in or delivered to the Participant, as applicable, for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of a Change in Control multiplied by (y) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of the Change in Control and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Award that does not vest pursuant to this clause (ii) shall be forfeited or lapse, as applicable, as of the date of the Change in Control and the Participant shall have no further rights with respect thereto
(b)409A Savings Clause
Notwithstanding the foregoing and for the purposes of timing of payment, distribution or settlement only, a Change in Control shall not be deemed to occur under this Section 19 of the Plan with respect to any Award that constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Code and is granted to a Participant subject to United States taxation, unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.
(c)280G Cutback
In the event that it shall be determined by the Committee that any benefit provided or payment made by the Company to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or any other agreement, plan, program, arrangement or otherwise (“Parachute Payments”), would subject the Participant to an obligation to pay an excise tax imposed by Section 4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the amount of Parachute Payments payable to such Participant shall be reduced in the manner determined by the Committee, to the extent
| | B-13 | |
APPENDIX B
and only to the extent that such reduction would result in a greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided, however, that in no event shall such reduction be effected through a delay in the timing of any Payment that is subject to Section 409A of the Code (or that would become subject to 409A of the Code as a result of such delay).
The Company shall not be required to issue any fractional Shares pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.
If determined by the Committee, the vesting/exercise of an Award over Shares and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate nominal value of the underlying Shares by the Participant. Any cash payment to be made to a Participant pursuant to Section 12(c)(i) of the Plan in consideration of the cancellation of an Award or an award that is provided in exchange for an Award pursuant to Section 12(c)(ii) of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the Award.
Any agreements and consents in respect of any personal data of a Participant shall be as set forth in the applicable Award Agreement.
It shall be a condition of an Award that the Participant agrees and consents to:
(a) The collection, use, processing and transfer of Participant’s Personal Data by the Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant.
(b) The Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant transferring the Participant's Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under the Plan.
(c) The use of Personal Data by any such person for any such purposes; and
(d) The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Plan for or in connection with such purposes.
(a)Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant's home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address. Subject to the paragraph (d) of this Section 23 any notice or document given in accordance with this Section 23 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that a notice or document shall not be duly given by email unless that person is known by his employer company to have personal access during his normal business hours to information sent to him by email.
(b)Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have supplied an alternative address to which documents are to be sent to the Company.
(c)Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or in connection with the Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant.
(d)For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.
| | | 2022 Proxy Statement B-14 |
APPENDIX B
Except as otherwise expressly stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under the Plan pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the terms of any Award under it.
(a) This Plan and any Award shall be governed by, and construed in accordance with, English law.
(b) Any person or persons referred to in the Plan shall:
(i) submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning an Award or any matter arising from, or in relation to, the Plan;
(ii) waive personal service of any proceedings;
(iii) agree that service on him or it of proceedings may be effected by registered mail to his or its address for service of notices under the Plan; and
(iv) waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum.
| | B-15 | |
APPENDIX C
The following sets forth the text of the Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, showing the proposed revisions by way of comparison against the original text of the Plan.
PROPOSED AMENDED AND RESTATED NON-EXECUTIVE DIRECTORS EQUITY INCENTIVE PLAN |
LUXFER HOLDINGS PLC
AMENDED AND RESTATED
NON-EXECUTIVE DIRECTORS EQUITY INCENTIVE PLAN
(Amended and Restated as of June 8, 2022)
The purpose of the Plan is to promote the interests of the Company and its shareholders, by allowing the Company to attract and retain highly qualified Non-Executive Directors by permitting them to obtain or increase their proprietary interest in the Company.
As used in the Plan or in any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below:
(a)“Award” means any Option, Restricted Stock,or Restricted Stock Unit or Nil/Nominal Cost Rightgranted to a Participant pursuant to the Plan.
(b)“Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.
(c)“Beneficiary” means a person designated in writing by the Participant to receive any amounts due to the Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate. Such designation, if any, must be on file with the Company prior to the Participant’s death.
(d)“Board” means the Board of Directors of Luxfer.
(e)“Cause” means (i) absence without the permission of the Board from meetings of the Board for three consecutive full meetings, (ii) any prohibition by law from being a director, (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s creditors generally, (iv) commission of any serious or repeated breach or non-observance of the Participant’s obligations to the Company (which include an obligation not to breach directors’ statutory, fiduciary or common-law duties), or (v) any conduct involving fraud or dishonesty or acting in any manner which, in the opinion of the Company, brings or is likely to bring the Company into disrepute or is materially adverse to the interests of the Company.
(f)“Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of the following after the Effective Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 40% or more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (iv), considered as though he or she were a member of the Incumbent Board; or (v) the occurrence of any of the following of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B) sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current management of the Company.
| | C-1 | |
APPENDIX C
(g)“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.
(h)“Committee” means the Board or such other committee as the Board may designate from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.
(i)“Company” means Luxfer and all of its Subsidiaries, collectively.
(j)“Effective Date” means October 2, 2012.
(k)“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.
(l)“Exercise Price” means the price per Share at which a holder of an Option may purchase Shares.
(m)“Fair Market Value” means, with respect to a Share, as of the applicable date of determination, (i) (x) for purposes of Sections 6 and 7(a) hereof,the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange and (y) for all other purposes, the closing price per Share onthat date as reported on the New York Stock Exchange (or if not reported, the closing price per Share on the trading day immediately preceding such date as reported on the New York Stock Exchange) or (ii) if not so reported, as determined by the Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of Section 409A of the Code.
(n)“Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.
(o) “Nil/Nominal Cost Right” means an equity-based award granted to a UK Participant pursuant to the UK Schedule to the Plan.
(o)(p)“Non-Executive Director” shall mean a member of the Board who is not an employee of the Company.
(p)(q)“Option” means a right granted to a Participant pursuant to Section 7 to purchase a specified amount of Shares at an Exercise Price.
(q)(r)“Ordinary Shares” means Luxfer’s ordinary shares, nominal value £0.50 per share, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 10 of the Plan.
(r)(s)“Participant” means a Non-Executive Director to whom one or more Awards have been granted pursuant to the Plan.
(s)(t)“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.
(u) “Personal Data” means the name, home address, email address and telephone number, date of birth, social security number or equivalent of a Participant, details of all rights to acquire Shares or other securities or cash granted to the Participant and of Shares or other securities issued or transferred or cash paid to the Participant pursuant to the Plan and any other personal information which could identify the Participant and is necessary for the administration of the Plan.
(t)(v)“Plan” means this Luxfer Non-ExecutiveNon-Executive Directors Equity Incentive Plan, as it may be amended from time to time.
(u)(w) (v)(x) (w)(y) (x)(z) (y)(aa)shall meanmeans any entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by Luxfer.
| | 2024 PROXY STATEMENT |
(z)(bb) (cc) (aa)“UIPU.S.” means the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time to time.
(aa)(dd)“U.S.” shall mean the United States of America.
3.Term; Stock Subject to the Plan APPENDIX C
| 3. | Term; Stock Subject to the Plan |
(a)Term of the Plan Unless the Plan shall have been earlier terminated by the Company, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending immediately prior to the tenth anniversary of the Effective Date (b)Stock Subject to the Plan The maximum number of Shares that initially may beand awards under the UIP,on or after June 8, 2022, in the aggregate, shall be a number equal to 680,410, which represents 5% of the outstanding share capital of Luxfer as of the Effective Datesentencessentence of this paragraph shall be subject to adjustment as provided in Section 10. The Board may, subject to any applicable law and approval by the shareholders of Luxfer to the extent required by law or listing conditions of the New York Stock Exchange,, from time to time increase the maximum number of Shares that may be available for Awards under the Plan. The Company may satisfy its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that are authorized for issuance, using treasury shares or causing any trust to deliver Shares. For purposes of the preceding paragraph, if any Shares covered by Awards shall only be counted as used to the extent they are actually transferred or delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan. For purposes of clarification, in accordance with the preceding sentence, if Shares are withheld to payOption or;Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding requirement in connection with an Award, only the shares transferred or delivered (if any), net of the shares withheld or paid, will be deemed transferred or delivered for purposes of determining the number of Shares that aretransfer and deliveryPlan or the UIP. In addition, if Shares are transferred or delivered subject to conditions which may result in the forfeiture, cancellation or return of such Shares to the Company, any portion of the Shares forfeited, cancelled or returned shall thereafter be treated as not transferred or delivered pursuant to the Plan. In addition, if Shares owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Award, the number of Shares tendered shall be added to the number of Shares that are available for delivery under the Plan or the UIP. Shares covered by Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-basedequity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3(b). For the sake of clarity, no Shares that remained available under the Plan for issuance prior to June 8, 2022 will be issued on or after June 8, 2022, and no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Plan on or after June 8, 2022. | 4. | Administration of the Plan |
4.Administration of the Plan The Plan shall be administered by the Committee. The Committee shall, consistent with the terms of the Plan, designate the type and other terms and conditions of Awards under the Plan. The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and regulations for the administration of the Plan as the Committee may deem necessary or appropriate. On or after the date of grant of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or transferable,Transferable, as the case may be, (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of a Participant’s directorship during which any such Award may remain outstanding, (iii) provide for the paymentstransferability,Transferability, as the case may be, of any such Award; provided that the | | C-3 | |
APPENDIX C
Committee shall not have any such authority to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other applicable law.
| | 2024 PROXY STATEMENT |
Without limiting the generality of the foregoing, in order to assure the viability of Awards granted to Participants acting as a director of Luxfer in various jurisdictions, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or acts as a director of Luxfer. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan for any other purpose. Decisions of the Committee shall be final, binding and conclusive on all parties. To the extent permitted by applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii) the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan. | 5. | Eligibility; Award Agreements; Non-Transferability |
5.Eligibility; Award Agreements; Non-Transferability (a)Non-ExecutiveNon-Executive Directors of the Company shall be eligible to receive Awards pursuant to the Plan. (b)Each Award granted under the Plan shall be evidenced by an Award Agreement (which in the case of Options may be a simplified certificate of entitlement), in form and substance approved by the Committee. Except as otherwise determined by the Committee, an Award may not be Transferred. | 6. | Non-Discretionary Grants. |
Each calendar year during the term of the Plan, within 10 days of the Annual General Meeting, on a date determined by the Committee (the “Award Grant Date”), each Non-Executive Director who is acting as a director of Luxfer on the Award Grant Date and who has at the Award Grant Date been acting as a director of Luxfer for at least six months after his or her initial appointment or election shall receive up to 55100% of such director’s annual fee in Awards. In the event a Non-Executive Director has not been acting as a director of Luxfer for at least six months on the Award Grant Date, the annual fee earned in that year and payable in Awards shall be included in the Awards in respect of the following calendar year.
Subject to the Committee’s discretion, for purposes of the Plan, the Awards shall be valued as follows: (i) Options shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant:and (ii) Restricted Stock and Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant; and (iii) Nil/Nominal Cost Rights shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant.
Unless otherwise provided in the applicable Award Agreement, each Award of an Option granted under the Plan shall have the following terms and conditions:
(a)Evidence of Grant
The Award Agreement evidencing the grants of Options shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions (as set forth below)and such additional provisions as may be specified by the Committee. The Exercise Price per Share covered by any Option shall be not less than 100% of the Fair Market Value of a Share on the date of grant with respect to any Option granted to a Participant who is a U.S. taxpayer.
(b)Award Agreement
Each Award granted under the Plan shall be evidenced by an Award Agreement (which in the case of Options may be a simplified certificate of entitlement), in form and substance approved by the Committee. Except as otherwise determined by the Committee, an Award may not be Transferred. 6.Non-Discretionary Grants. (c)(a)Each calendar year during the term of the Plan, within 10 days of the Annual General Meeting, on a date determined by the Committee (the “Award Grant Date”), each Non-Executive Director who is acting as a director of Luxfer on the Award Grant Date and who has at the Award Grant Date been acting as a director of Luxfer for at least six months after his or her initial appointment or election shall receive an Award hereunder in an amount determined by the Committee up to a maximum of 100% 150% of such director’s annual cash fee in Awards. In the event a Non-Executive Director has not been acting as a director of Luxfer for at least six months on the Award Grant Date, the annual fee earned in that year and payable in Awards shall be included in the Awards in respect of the following calendar year.
Subject to the Committee’s discretion, for purposes of the Plan, the Awards shall be valued as follows: (i) Options shall be valued at one-third of the Fair Market Value of Shares subject to the Award on the date of grant and (ii) Restricted Stock and Restricted Stock Units shall be valued at the Fair Market Value of Shares subject to the Award on the date of grant. 7.Options Unless otherwise provided in the applicable Award Agreement, each Award of an Option granted under the Plan shall have the following terms and conditions: (a)Evidence of Grant The Award Agreement evidencing the grants of Options shall include the amount of Shares subject to an Award, the Exercise Price, vesting conditions and such additional provisions as may be specified by the Committee. The Exercise Price per Share covered by any Option shall be not less than 100% of the Fair Market Value of a Share on the date of grant with respect to any Option granted to a Participant who is a U.S. taxpayer. (b)Exercise Period No Option shall be exercisable after the expiration of ten years from the date it is granted.
| | 2024 PROXY STATEMENT |
(d)(c) Exercise of Options
APPENDIX C
Each Option may, to the extent vested and exercisable, be exercised in whole or in part. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise. The Exercise Price of an Option must be paid in full when the Option is exercised. For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements, agreed by the Committee, for procuring payment of the aggregate Exercise Price. (e)(d)Cessation of Directorship
Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason other than for Cause, (i) the portion of the Option that has not become vested or exercisable as of the date when the Participant ceases to be a director shall immediately lapse and (ii) except as otherwise provided in the Plan or in the applicable Award Agreement, the portion of the Option that is vested or exercisable as of the date when the Participant ceases to be a director will lapse on the first anniversary of such date to the extent not theretofore exercised. If the Participant ceases to be a director of Luxfer because of removal or vacation of office for Cause, the Option, whether then vested or exercisable or not, shall immediately lapse on such cessation of directorship. (e)Prohibition on Dividend Rights. No Option granted under the Plan may include the right to receive dividends or dividend equivalent rights. 8.Restricted Stock Unless otherwise provided in the applicable Award Agreement, each Award of Restricted Stock granted under the Plan shall have the following terms and conditions: (a)Grant of Restricted Stock At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 8.Restricted Stock shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously acting as a director of Luxfer through each such respective anniversary. (b)Issuance of Restricted Stock; Rights of Participants As soon as practicable after Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant. Shares of Restricted Stock may be evidenced in such manner as the Committee shall determine. Except as otherwise determined by the Committee, the Participant will have all rights of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and,, subject to Section 8(c), to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred until the restrictions are satisfied or lapse. The Committee may enforce any restrictions that the Committee may impose on Restricted Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on transfer.Transfer. (c) Dividends (c)Dividends
No dividends will be paid to a Participant with respect to unvested Shares of Restricted Stock. The Committee may provide in its sole discretion that any dividends declared on the Shares of Restricted Stock before they are vested shall either (i) be reinvested in the form of additional Shares, which shall be subject to the same vesting provisions that apply to the Shares of Restricted Stock to which they relate, or (ii) be credited by the Company to an account for the Participant and accumulated with or without interest until the date upon which the Shares of Restricted Stock to which they relate become vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further consideration or any act or action by the Participant. In casedper-Shareper-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining being carried forward and added to the dividend amounts (if any) paid on the next occasion. If Shares of Restricted Stock subject to an Award are forfeited, the additional Shares (or(or credited cash amounts) that relate to such Restricted Stock shall also be forfeited.
| | 2024 PROXY STATEMENT |
(d)Cessation of Directorship Subject to the discretion of the Committee, if the Participant ceases to be a director of Luxfer for any reason, all Shares underlying Restricted Stock that have not yet become vested as of the date the Participant ceases to be a director shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect theretothereto. | | C-5 | |
APPENDIX C
9.Restricted Stock Units Unless otherwise provided in the applicable Award Agreement, each Award of Restricted Stock Units granted under the Plan shall have the following terms and conditions: (a)Grant of Restricted Stock Units At the time of grant, the Committee shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock Units granted pursuant to this Section 9.Unless otherwise determined by the Committee, Restricted Stock Units shall vest with respect to one-third of the Shares subject to the Award on each of the first three anniversaries from the date of grant provided the Participant is continuously acting as a director of Luxfer through each such respective anniversary. (b)Dividend Equivalents No dividend or dividend equivalents will be paid to a Participant with respect to unvested Restricted Stock Units. The Committee shallTheper-Shareper-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares on the dividend payment date. Any Aadditionaladditional Restricted Stock Units shall be subject to the same restrictions, including but not limited to vesting, Transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. If the Restricted Stock Units subject to an Award are forfeited, the additional Restricted Stock Units that relate to such Restricted Stock Units shall also be forfeited. (c)Form and Timing of Settlement Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such payment will occur in a manner that would not cause any tax to become due under Section 409A of the Code. Restricted Stock Units may be settled for cash, Shares, or a combination of both, as determined by the Committee and set forth in the Award Agreement. The Committee may permit Participants to request the deferral of payment of vested Restricted Stock Units (including the value of related dividend equivalents, if any) to a date later than the payment date specified in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the Code such deferral will be made in a manner that would not cause any tax to become due under Section 409A of the Code. (d)Cessation of Directorship Subject to the discretion of the Committee,,, if the Participant ceases to be a director of Luxfer for any reason, all Shares underlying Restricted Stock Units that have not yet become vested as of the date the Participant ceases to be a director shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto. | 10. | Adjustment upon Certain Changes |
10. Adjustment upon Certain Changes (a)Adjustment of Shares If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of Luxfer, without the
| | 2024 PROXY STATEMENT |
available for Awards under the Plan and awards under the UIPthe Company (b)Certain Mergers Subject to any required action by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation. APPENDIX C
(c) Certain Other Transactions In the event of (i) a dissolution or liquidation of Luxfer, (ii) a sale of all or substantially all of the Luxfer’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to: (i) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Option, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of such Option (which(which value may be zero); or (ii) provide for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number of sharesShares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award. (d)Notice The Company shall give each Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution, cancellation or other action shall be conclusive and binding for all purposes.purposes. Notwithstanding the foregoing, the Committee may, in its discretion, decline to take action under this Section 10 with respect to any Award if the Committee determines that such action would violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company. (e)No Repricing Notwithstanding any provision of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).
| | 2024 PROXY STATEMENT |
(b)
Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Luxfer or any other corporation. Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award. (c)
No provision of this Section 10 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. 11. Rights under the Plan No personPerson shall have any rights as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transfer or delivery of Shares. Except as otherwise expressly provided in Section 10, no adjustment of any Award shall be made for dividends or other rights for which the record date occurs prior to the date such Shares are transferred or delivered. Nothing in this Section 11 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such dividends; dividends; provided, however, that no dividend or dividend equivalents will be paid to a Participant with respect to unvested Awards. | | C-7 | |
APPENDIX C
Awards. The Company may, but shall not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards under the Plan. | 12. | No Special Rights to Continue as a Director; No Right to Awards |
12. No Special Rights to Continue as a Director; No Right to Awards Neither the Plan, nor any Award Agreement nor action taken under the Plan, shall be construed as conferring upon a Participant any right to continue as a director of Luxfer, to be renominated by the Board or re-electedre-elected by the shareholders of Luxfer or shall interfere in any way with the right of Luxfer or its shareholders at any time to remove such Participant from his or her position as director or to increase or decrease the annual fees of any Non-ExecutiveNon-Executive Director or change the portion thereof paid in cash or Awards. 13. Securities Matters The Company shall be under no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S.non-U.S. securities laws of any Shares to be transferred or delivered hereunder or to effect similar compliance under any state laws. Notwithstanding anything in the Plan to the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary or desirable. The exercise of any Option granted hereunder shall only be effective at such time as counsel to the Company shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and regulations and the requirements of any securities exchange on which Shares are traded. The Company may, in its sole discretion, defer the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure compliance under federal, state, non-U.S.non-U.S. securities laws and the requirements of any securities exchange on which Shares are traded. The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery or transfer of Shares pursuant to any Award. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.
| | 2024 PROXY STATEMENT |
The issue or transfer of any Shares under the Plan shall be subject to Luxfer’s Articles of the 14. Withholding Taxes (a)Payment of Taxes Participants shall be solely responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security and excise taxes) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or non-U.S.non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S.non-U.S. law, including, without limitation, under Section 409A of the Code. (b)Cash Remittance Whenever Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state, local and/or non-U.S.non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the lapse of such restrictions or making of such payment. In addition, upon any payment (including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state, local and/or non-U.S.non-U.S. withholding tax requirements, if any, attributable to such exercise, settlement or payment. (c)Share Remittance At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Participant may tender to the Company a number of Shares that have been APPENDIX C
owned by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S.non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 14(a) hereof, if any. (d)Share Withholding At the election of the Participant, subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award, the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state, local and/or non-U.S.non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 14(a) hereof, if any. | 15. | Amendment or Termination of the Plan |
15. Amendment or Termination of the Plan (a)The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 15 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.
| | 2024 PROXY STATEMENT |
(b)The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however, that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 15(b) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of the Code. The amendment or modification of any Award pursuant to this Section 15(b) shall be at the Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose. To the extent the Committee amends or modifies an Award pursuant to this Section 15(b), the Participant shall receive notification of any such changes to his or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms and conditions of the Award and the applicable Award Agreement. 16. Transfers upon Death Upon the death of a Participant, to the extent provided in the applicable Award Agreement, (i) any outstanding Options granted to such Participant may be exercised only by the Beneficiary and (ii) any Restricted Stock granted to such Participant may only be transferredTransferred to the Beneficiary. The Beneficiary, as a condition of such exercise or transfer,Transfer, as the case may be, shall be bound in all respects by the provisions of the Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be deemed to refer to such Beneficiary. Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void. 17. Change in Control (a)Treatment of the Awards Unless otherwise set forth in the Award Agreement, uUponUpon a Change in Control, each outstanding Award shall become fully vested and exercisable, as applicable, and all restrictions thereon shall lapse. Except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants by the Committee in connection with the Change in Control, an Option shall lapse on the first anniversary of the Change in Control to the extent not theretofore exercised.
| | C-9 | |
APPENDIX C
(b)409A Savings Clause Notwithstanding the foregoing and for the purposes of timing of payment, distribution or settlement only, a Change in Control shall not be deemed to occur under this Section 17 of the Plan with respect to any Award that constitutes “non-qualified“non-qualified deferred compensation” within the meaning of Section 409A of the Code and is granted to a Participant subject to United StatesU.S. taxation, unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)1.409A-3(i)(5), or any successor thereto. 18. Fractional Shares The Company shall not be required to issue any fractional Shares pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash. 19. Nominal Value If determined by the Committee, the vesting/exercise of an Award and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate nominal value of the underlying Shares by the Participant. Any cash payment to be made to a Participant pursuant to Section 10(c)(i) of the Plan in consideration of the cancellation of an Award or an award that is provided in exchange for an Award pursuant to Section 10(c)(ii) of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the Award.
| 20. | Section 409A Exemption2024 PROXY STATEMENT |
20. Section 409A Exemption All Awards under the Plan are intended to be exempt from Section 409A of the Code and shall be construed in accordance with the foregoing. 21. Data Protection It shall be a condition of an Award that the Participant agrees and consents to:
Any agreements and consents in respect of any personal data of a Participant shall be as set forth in the applicable Award Agreement. 22. Service of Documents (a) The collection, use, processing and transfer of Participant’s Personal Data by the Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant.
(b) The Company, any trustee or third party administrator of the Plan, the Company’s registrars, or any broker through whom Shares are to be sold on behalf of a Participant transferring the Participant's Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the grant of Awards and the acquisition of Shares pursuant to Awards, the disposal of such Shares or the making of any cash payment under the Plan.
(c) The use of Personal Data by any such person for any such purposes; and
(d) The transfer to and retention of Personal Data by third parties including any trustee or third party administrator of the Plan for or in connection with such purposes.
(a)Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paidpre-paid first class mail (airmail if overseas), facsimile transmission or email to the Participant'sParticipant’s home or work address, facsimile number or email address last known to the Company to be the Participant’s address, facsimile number or email address. Subject to the paragraphclause (d) of this Section 22 any notice or document given in accordance with this Section 22 shall be deemed to have been given: (i) upon delivery, if delivered by hand; (ii) after 24 hours, if sent by mail; (iii) after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission, if sent by email except that a notice or document shall not be duly given by email unless that personPerson is known by the Company to have personal access during his normal business hours to information sent to him by email.
(b)Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such personPerson is then deceased (and whether or not the Company has notice of his death) except where his or her personal representatives have supplied an alternative address to which documents are to be sent to the Company. | | | 2022 Proxy Statement C-10 |
APPENDIX C
(c)Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or in connection with the Plan may be given by hand or sent by pre-paidpre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Participant. (d)For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such email notifies the sender that it has not been opened because it contains, or is accompanied by a warning or caution that it could contain or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email. 23. Third Party Rights Except as otherwise expressly stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under the Plan pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the terms of any Award under it. 24. Governing Law (a)This Plan and any Award shall be governed by, and construed in accordance with, English law. (b)Any personPerson or personsPersons referred to in the Plan shall: (i) submit to the exclusive jurisdiction of the English courts as regards any claim, legal action, dispute, difference or proceedings concerning an Award or any matter arising from, or in relation to, the Plan; (ii) waive personal service of any proceedings; (iii)agree that service on him, her or it of proceedings may be effected by registered mail to his, her or its address for service of notices under the Plan; and (iv)waive any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient forum. | | C-11 | |
APPENDIX D
The following isLuxfer Holdings PLC (the ”Company”) C123456789 ENDORSEMENT_LINE SACKPACK 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online instead of mailing this card. Votes submitted electronically must be received by 6:00 P.M. Eastern Daylight Time on June 5, 2024 (11:00 P.M. BST on June 5, 2024) or, if you are voting by mail, your printed proxy card must be received at the address stated on the card by June 5, 2024. Online Go to www.envisionreports.com/LXFR or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/LXFR Using a black ink pen, mark your votes with an excerptX as shown in this example. Please do not write outside the designated areas. Annual General Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals-The Board of ArticlesDirectors unanimously recommends that you vote FOR Resolutions 1-9 and 11-15, and EVERY 1 through 7YEAR for Resolution 10. ORDINARY RESOLUTIONS For Against Abstain 1. To re-elect Andy Butcher as a Director of the Company. 2. To re-elect Patrick Mullen as a Director of the Company. 3. To re-elect Richard Hipple as a Director of the Company. 4. To re-elect Clive Snowdon as a Director of the Company. 5. To re-elect Sylvia A. Stein as a Director of the Company. 6. To re-elect Lisa Trimberger as a Director of the Company. 7. To approve the Directors’ Remuneration Policy. 8. To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2023. 9. To approve, by non-binding advisory vote, the compensation of the Company’s ArticlesNamed Executive Officers for the year ended December 31, 2023. 10. To approve, by non-binding advisory vote, the frequency of Association. If”Say-on-Pay” votes. 1 Year 2 Years 3 Years Abstain 11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the ”Independent Auditor”) until conclusion of the 2025 Annual General Meeting. For Against Abstain 12. To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. 13. To approve the Second Amended and Restated Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. 14. To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the ”Companies Act”). SPECIAL RESOLUTION For Against Abstain 15. Subject to Resolution 14 isbeing duly passed as an ordinary resolution, to authorize the Board of Directors to issue equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemptive rights does not apply to such issuance or sale, pursuant to sections 570 and 573 of the Companies Act. To view the Proxy Statement, Form 10-K and UK Report and Accounts online, please go to www.envisionreports.com/LXFR C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 6 1 2 2 8 2 03ZJPB
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A AND B ON BOTH SIDES OF THIS CARD. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/LXFR Proxy — Luxfer Holdings PLC qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Company’s Annual General Meeting of Shareholders to be held at the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester M27 8LN, United Kingdom (with entrance on Rake Lane), on June 6, 2024 and at any adjournment thereof. My/our proxy is to vote on the resolutions as indicated on the reverse side of this card. * For the appointment of more than one proxy, see Note 3. If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting. This Form of Proxy is solicited by and on behalf of the Board of Directors. Notes to proxy: 1. A member may appoint a Special Resolutionproxy or proxies (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and subjectvote at the meeting. If you wish to appoint a proxy other than the Chair of the Meeting, delete the words ”the Chair of the Meeting” and insert the name and address of your proxy in the space provided. Please initial the amendment (unless you are completing an e-mail or online version). 2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the Capital Reduction describedproxyholder’s name the number of shares in Resolution 13 taking effect, the definition of Deferred Shares set forth in Article 2.1 and Article 5.2, in full,relation to which they are authorised to act as your proxy. If left blank, your proxy will be removed fromdeemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 3. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by them. To appoint more than one proxy you must complete a separate form of proxy for each proxy. Additional proxy forms may be obtained by contacting the Company’s Articlesregistrars or you may photocopy this form. Please indicate in the box next to the proxyholder’s name the number of Association,shares in relation to which they are authorised to act as shown below.your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and, if returned by post, should be included in the same envelope. 4. The Company’s existing Articlesproxy must attend the meeting in person to represent you. The completion of Association, which were fileda form of proxy does not preclude the member from attending or voting in person. 5. Please indicate how you wish your proxy to vote on the resolutions by inserting ‘X’ in the appropriate space on the reverse side of this card. Any alteration made to this form of proxy should be initialled by the person signing it. 6. In the case of a corporation, the proxy must be under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation or in such other manner as may be approved by the directors. In the case of an individual, the proxy must be signed by the appointor or the appointor’s power of attorney. Where an appointment of a proxy is signed or authenticated in accordance with the SEC as an Exhibit to a Form 8-Kabove on May 15, 2019, can be found at https://www.sec.gov/Archives/edgar/data/1096056/000089534519000220/ce-s8ex41_luxfer.htm. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION |
INTERPRETATION
| 1. | Exclusion of Other Regulations or Articles |
No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articlesbehalf of the company.
| 2.1 | In these articles unless the context otherwise requires: |
"address" includesappointor by an attorney, the Company may treat the appointment as invalid unless the power of attorney or a number or address used for the purposes of sending or receiving documents or information by electronic means;
"these articles" means these articles of association as altered from time to time and the expression "this article" shall be construed accordingly;
"the auditors" means the auditors from time to timenotarially certified copy of the company or, inpower of attorney is submitted to the Company. 7. In the case of joint auditors, anyholders, the signature of only one of them;
"the board" meansjoint holders is required but, if more than one votes, the board of directors from time to timevote of the company orfirst named on the directors present at a meetingregister of the directors at which a quorum is present;
"certificated share" means a share which is not an uncertificated share and references in these articles to a share being held in certificated form shallmembers will be construed accordingly;
"chair" means the chair of the board from time to time;
"clear days" in relationaccepted to the periodexclusion of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;
"the Companies Acts" means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the company;
"Deferred Shares" means the deferred sharesjoint holders. Appointment of £O.OOO1 each in the share capital of the company;
"the holder" in relation to any shares means the person whose name is entered in the register as the holder of those shares;
"member" meansProxyholder l/We, being a member of the company;
"Company, hereby appoint the office" means the registered office from time to timeChair of the company;
"Operator" means a person approved under the Uncertificated Securities Regulations 2001 as operator of a relevant system;
"ordinary shares" means ordinary shares of EO.50 each in the share capital of the company;
"paid up" means paid up or credited as paid;
"participating class" means a class of shares title to which is permitted by an Operator to be transferred by means of a relevant system;
"person entitled by transmission" means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
| | D-1 | |
APPENDIX D
"the register" means the register of members of the company;
"relevant system" means a computer-based system which allows units of securities without written instruments to be transferred and endorsed pursuant to the uncertificated securities
"seal" means an common or official seal that the company may be permitted to have under the Companies Acts;
"the secretary" means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary;
"the uncertificated securities rules" means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision;
"uncertificated share" means a share of a class which is at the relevant time a participating class, title to which is recorded on the register as being held in uncertificated form and references in these articles to a share being held in uncertificated form shall be construed accordingly; and
"United Kingdom" means Great Britain and Northern Ireland.
| 2.2 | References to a document being executed, signed or to signature include references to its being executed or signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by the Companies Acts. |
| 2.3 | References to writing and to any form of written communication include references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in electronic form or otherwise. |
| 2.4 | Words or expressions to which a particular meaning is given by the Companies Acts in force when these articles or any part of these articles are adopted bear (if not inconsistent with the subject matter or context) the same meaning in these articles or that part (as the case may be) save that the word "company" shall include any body corporate. |
| 2.5 | References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person. |
| 2.6 | Headings are included only for convenience and shall not affect meaning. |
The liability of members of the company is limited to the amount: if any, unpaid on the shares in the company held by them.
The company may change its name by resolution of the board.
SHARE CAPITAL
| 5. | Rights Attached to Shares |
| 5.1 | Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the board may decide. Such rights and restrictions shall apply to the relevant shares as if the same were set out in these articles. |
| 5.2 | The following special rights and restrictions shall apply to the Deferred Shares: |
(a) Income
The holders of Deferred Shares shall not be entitled to receive any dividend or other distribution;
(b) Capital
On a winding up (but not otherwise) the holders of Deferred Shares shall be entitled to the repayment of the paid up nominal amount on their Deferred Shares, but only after any payment to the holders of Ordinary Shares of an amount equal to 100 times the amount paid up on such Ordinary Shares; and
(c) General Meetings
APPENDIX D
The holders of Deferred Shares shall not be entitled to receive notice of or attend or vote at any general meeting of the company.
Subject to the provisions of the Companies Acts and to any rights attached to existing shares, any share may be issued which is to be redeemed, or is liable to be redeemed et the option of the companyMeeting, or the holder. The board may determinefollowing person (see Note 1) Please leave this box blank if you have selected the terms, conditions and manner of redemption of any redeemable share so issued. Such terms and conditions shall apply to the relevant shares as if the same were set out in these articles.
Subject to the provisions of the Companies Acts, all or any of the rights attached to any existing class of shares may from time to time (whether orChair. Do not the company is being wound up) be varied either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. All the provisions of these articles as to general meetings of the company shall, with any necessary modifications, apply to any such separate general meeting, but so that the necessary quorum shall be two persons entitled to vote and holding or representing by proxy not less than one-third in nominal value of the issued shares of the class in question (excluding any shares of that class held as treasury shares), (but so that at any adjourned meeting one holder entitled to vote and present in person or by proxy (whateverinsert your own name(s). Please indicate the number of shares held by such person) shall be a quorum), that every holderthis proxy is appointed over (if less than your full voting entitlement). Luxfer Holdings PLC 2024 Annual General Meeting of sharesShareholders Thursday, June 6, 2024, at 8:30 A.M. BST Luxfer MEL Technologies Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane) THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS Important Notice Regarding the Availability of Proxy Materials for the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every shareAnnual General Meeting: The Notice of the class held by such person (subject to any rights or restrictions attached to any class of shares) and that any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll. The foregoing provisions of this article shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied. For the purposes of this article, where a personAnnual General Meeting is present by proxy or proxies such person is treated as holding only the shares in respect of which those proxies are authorised to exercise voting rights.available at www.envisionreports.com/LXFR
| | D-3 | |
0001096056 5 2023-01-01 2023-12-31 
| |
|
|
|
|
|
