IOSP Innospec Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 2, 2026, the Board of Directors (“ Board ”) of Innospec Inc. (the “ Company ”), in accordance with the Amended and Restated By-Laws of the Company (i) increased the number of directors of the Company from seven (7) to eight (8), and (ii) appointed Shelley Bausch to serve as a Class II director of the Company starting as of July 1, 2026, and until the 2027 annual meeting of stockholders of the Company or until her successor is duly elected and qualified. Ms. Bausch was also appointed to serve on the Company’s Audit Committee as of July 1, 2026.

Ms. Bausch will participate in the standard compensation plan for non-employee directors which includes an annual cash retainer of $100,000, paid quarterly and an additional annual retainer of $5,000, paid quarterly, for serving as an Audit Committee member. Ms. Bausch will also be eligible to receive an annual grant of equity under the Innospec Inc. Long-Term Incentive Omnibus Plan in February of each year, with an expected grant date value of $125,000 based on the closing price of the Company’s stock on the date prior to the grant date. In February 2025, such awards were granted in the form of restricted stock units that vest in full three years after the grant date. As a non-employee director, she may also receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO.

There is no arrangement or understanding pursuant to which Ms. Bausch was selected as a director, and neither Ms. Bausch nor any member of her immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or proposes to be) a participant, that would be required to be disclosed under Item 404( a) of Regulation S-K.

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