Luxfer Holdings PLC PRE 14A, filed Apr 17, 2023

Luxfer Holdings PLC (LXFR)

PRE 14A 2023-04-17

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	☒	Preliminary Proxy Statement

	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

	☐	Definitive Proxy Statement

	☐	Definitive Additional Materials

	☐	Soliciting Material under § 240.14a-12

01	2023 ANNUAL GENERAL MEETING
	Notice of 2023 Annual General Meeting of Shareholders	1
	Information	2
	Questions and Answers	5
02	2023 proxy statement summary
	Proxy Statement Summary	9
03	RESOLUTIONS
	Resolutions 1-6: Election of Directors	13
	Resolution 7: Approval of Directors’ Remuneration Report	14
	Resolution 8: Approval of Executive Compensation	15
	Resolution 9: Frequency of “Say-On-Pay” Votes	16
	Resolution 10: Appointment of Independent Auditor	17
	Resolution 11: Independent Auditor’s Remuneration	18
	Resolution 12: Authority to Allot Shares and to Grant Rights to Subscribe for or Convert Securities Into Shares	19
	Resolution 13: Authority to Disapply Preemption Rights to Equity Securities Allotted or Sold for Cash	21
04	OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
	Directors Standing for Election or Re-Election	23
	Director Biographical Information	24
	Director Nominee Skills and Characteristics	27
	Corporate Governance	29
	Policies and Procedures	33
	Environment, Social and Governance Initiatives	35
	Board Meetings and Committees	41
	Director Compensation	44
05	REMUNERATION COMMITTEE REPORT
	2022 Remuneration Committee Report	46

06	EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
	Named Executive Officers	48
	Executive Compensation Framework	50
	2022 Executive Compensation Program	53
	Pay Versus Performance	67
	Compensation-Related Policies and Arrangements	71
07	ExECUTIVE COMPENSATION TABLES
	Summary Compensation Table	75
	Grants of Plan-Based Awards in 2022	77
	Outstanding Equity Awards at Dec. 31, 2022	79
	2022 Option Exercises and Stock Vested Table & 2022 Pension Benefit	82
08	CEO PAY RATIO
	CEO Pay Ratio	83
09	AUDIT COMMITTEE REPORT
	Audit Committee Report	84
	Audit Committee Pre-Approval Policy	86
	Fees Paid to the Independent Auditor	86
10	Equity compensation plan information
	Equity Compensation Plan Information	87
11	SECURITY BENEFICIAL OWNERSHIP AND REPORTING
	Security Ownership Table	88
	Section 16(A) Beneficial Ownership Reporting Compliance	90
12	Additional information
	Shareholder Proposals, Where You Can Find More Information, and Forward-Looking Statements	91
13	APPENDIX A
	Appendix A: Reconciliation of Non-GAAP Financial Measures to GAAP Measures	92

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 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, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2022.
8.	To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers for the year ended December 31, 2022.
9.	To approve, by non-binding advisory vote, the frequency of “Say-on-Pay” votes.
10.	To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the “Independent Auditor”) until conclusion of the 2024 Annual General Meeting.
11.	To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration.
12.	To authorize the Board of Directors to allot 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”).

ORDINARY RESOLUTIONS		Our Board of Directors Recommends You Vote:
1.	To re-elect Andy Butcher a Director of the Company.		FOR
2.	To re-elect Patrick Mullen as a Director of the Company.		FOR
3.	To re-elect Richard Hipple as a Director of the Company.		FOR
4.	To re-elect Clive Snowdon as a Director of the Company.		FOR
5.	To elect Sylvia A. Stein as a Director of the Company.		FOR
6.	To re-elect Lisa Trimberger as a Director of the Company.		FOR
7.	To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2022.		FOR
8.	To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers.		FOR
9.	To approve, by non-binding advisory vote, the frequency of “Say-on-Pay” votes.		EVERY 1 YEAR
10.	To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor (the “Independent Auditor”) of the Company until conclusion of the 2024 Annual General Meeting.		FOR
11.	To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration.		FOR
12.	To authorize the Board of Directors to allot 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.	Subject to Resolution 12 being duly passed as an ordinary resolution, to authorize the Board of Directors to allot 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 preemption rights does not apply to such allotment or sale, pursuant to sections 570 and 573 of the Companies Act.		FOR

Name	Age	Independent	Director Since	Board Committee Membership
Andy Butcher (CEO)	54		2022	None
Patrick Mullen (Board Chair)	58		2021	Nominating & Governance; Remuneration
Richard Hipple	70		2018	Remuneration (Chair); Audit
Clive Snowdon	69		2016	Nominating & Governance (Chair); Audit
Sylvia A. Stein	57		2022	Audit; Nominating & Governance
Lisa Trimberger	62		2019	Audit (Chair); Remuneration

	1.	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 elected as a Director of the Company.
	6.	IT IS RESOLVED that Lisa Trimberger be re-elected as a Director of the Company.

Sylvia A. Stein Non-Executive Director		Background 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 Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer of Modine Manufacturing Company (NYSE: MOD), a global provider of thermal management systems and components. Ms. Stein joined Modine in January 2018 as Vice President, General Counsel, and Corporate Secretary, and she was named Chief Compliance Officer in February 2020. In her current role, Ms. Stein leads the company’s global legal, compliance, and intellectual property functions, provides strategic governance and legal advice to Modine’s Board of Directors and business units, and serves as a key advisor to the company’s CEO and Executive Management team. Before joining Modine, Ms. Stein served as Associate General Counsel, Marketing & Regulatory, at Kraft Heinz Food Company (NASDAQ: KHC), a global food and beverage manufacturer, which she joined in 2001. Earlier in her career, Ms. Stein was member of the complex commercial litigation practice at Latham & Watkins, LLP in Chicago, Illinois. Prior to that, she 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 and Governance Committee of Just the Beginning – A Pipeline Organization, a non-profit organization dedicated to developing interest in the law among young persons from underrepresented ethnic backgrounds, and is Vice President of the Board of the Westside Justice Center, a charitable organization providing legal aid to the Chicago community. Qualifications Ms. Stein’s qualifications to be a member of our Board include her extensive in-house legal experience in advising global public 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.
Age: 57	Director since: 2022		Board Committees: Audit; Nominating & Governance	Other public company boards: None

	Board Composition and Independence		Board and Committee Practices		Shareholder Rights
• 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 companies		• Annual Board, Committee, and individual Director evaluation 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 strategic plans and capital allocation • Enterprise risk management • Governance and ethics policies and practices • ESG, sustainability, and cybersecurity integrated in Company’s long-term strategy • CEO and management succession planning • Human capital management		• Comprehensive clawback policy for cash incentive and equity awards • No guaranteed bonuses or special grants to executives • Share plans include minimum vesting periods and do not contain evergreen provisions • Robust stock ownership guidelines for executive officers and directors • No hedging or pledging of company securities by executive officers and directors

	2022⁽¹⁾		2021
	(mtCO₂e)⁽²⁾	(mtCO₂e/$1mSV)⁽³⁾	(mtCO₂e)⁽¹⁾	(mtCO₂e/$1mSV)⁽³⁾
Scope 1	51,660	119.47	72,222	178.1
Scope 2	20,226	46.8	31,431	77.6
Total	71,886	166.3	103,653	255.7

	2022	2021 ⁽¹⁾	2020	2019
Recordable Accidents	20	31	25	33
Lost Time Accidents	8	15	8	5
Incident Frequency Rate	1.59	2.62	1.85	2.09

Name	Audit Committee	Remuneration Committee	Nominating and Governance Committee
Director Nominees
Andy Butcher ⁽¹⁾ Chief Executive Officer
Patrick Mullen ⁽²⁾ Board Chair
Richard Hipple
Clive Snowdon
Sylvia A. Stein ⁽³⁾
Lisa Trimberger
Former Directors Serving in Fiscal Year 2022
Alok Maskara ⁽⁴⁾
David Landless ⁽⁵⁾
Total Meetings in 2022	6	3	3

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 auditors; 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), Richard Hipple (effective November 2018), Clive Snowdon (effective August 2016), and Sylvia A. Stein (effective August 2022). 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 “2022 Audit Committee Report” on page 84 of this Proxy Statement.
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.

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, 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 (Chair as of November 2018), Patrick Mullen (effective January 2022), and Lisa Trimberger (effective September 2019). The Board has affirmatively determined that all members of the Remuneration Committee are independent in accordance with the NYSE listing standards and SEC regulations.
REPORT	The Remuneration Committee Report can be found under the section entitled “2022 Remuneration Committee Report” on page 46 of this Proxy Statement. Additionally, the Directors’ Remuneration Report 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/Executive Officer or otherwise under Item 404 of Regulation S-K.
INDEPENDENT COMPENSATION CONSULTANT	The Remuneration Committee engaged Meridian Compensation Partners LLC as its independent compensation consultant in 2022. Additional information regarding Meridian’s role and engagement can be found under the sub-section entitled “Compensation Governance and Processes” on page 53 of this Proxy Statement.

	Retainers (US$)	Equity Awards ^{(1) (2)} (US$)	Total (US$)
Patrick Mullen ⁽³⁾	106,750	—	106,750
Richard Hipple ⁽⁴⁾	82,000	55,076	137,076
Clive Snowdon ⁽⁵⁾	82,000	55,076	137,076
Sylvia A. Stein ⁽⁶⁾	34,167	—	34,167
Lisa Trimberger ⁽⁷⁾	82,000	55,076	137,076
David Landless ⁽⁸⁾	49,250	77,240	126,490



Richard Hipple	Patrick Mullen	Lisa Trimberger
Committee Chair	Committee Member	Committee Member


Andy Butcher ⁽¹⁾ Chief Executive Officer	Stephen Webster ⁽²⁾ Chief Financial Officer

Peter Gibbons Vice President & General Manager, Luxfer Graphic Arts	Jeffrey Moorefield ⁽³⁾ Vice President & General Manager, Luxfer Magtech	Graham Wardlow Managing Director, Luxfer MEL Technologies

Alok Maskara ⁽⁴⁾ Former Chief Executive Officer	Heather Harding ⁽⁵⁾ Former Chief Financial Officer

	Stephen Webster Chief Financial Officer Age: 51 Stephen Webster was appointed Chief Financial Officer effective March 1, 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-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 US GAAP and IFRS. Mr. Webster is a Chartered Accountant and holds a degree in International Management and Modern Languages from the University of Bath.

	Peter Gibbons Vice President and General Manager, Luxfer Graphic Arts Age: 52 Peter Gibbons was appointed Vice President and General Manager of Luxfer Graphic Arts in July 2019. From July 2017 to July 2019, Mr. Gibbons served as Director of IT and Sourcing. Upon his appointment as Director of IT and Sourcing, Mr. Gibbons became a member of the Executive Leadership Team. Mr. Gibbons joined Luxfer in 2004 as European Financial Controller of the Magnesium Elektron Alloys business. From 2013 to 2014, he served as Luxfer’s Group Financial Controller, and from 2014 to 2017, Mr. Gibbons was the Divisional Finance Director of Luxfer’s Magnesium Elektron Alloys business.

	Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Age: 59 Jeffrey Moorefield was appointed Vice President and General Manager of Luxfer Magtech on April 1, 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.

	Graham Wardlow Managing Director, Luxfer MEL Technologies Age: 55 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 2023. 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: 52 Alok Maskara served as Luxfer’s Chief Executive Officer, and a member of the Board of Directors, from July 1, 2017 to May 5, 2022. Mr. Maskara elected to leave the Company in pursuit of another opportunity. As of May 5, 2022, he was no longer considered 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.

	Heather Harding Former Chief Financial Officer Age: 54 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.

			Annual Cash Incentive		Equity Awards
	Base Salary	Perquisites	Target (% of salary)	Target (US$)	Target (% of salary)	Target (US$)	Total Target Compensation
Andy Butcher	$615,000	$40,000	100%	$615,000	180%	$1,107,000	$2,377,000
Stephen Webster ⁽¹⁾	$246,660	$24,666	50%	$123,330	65%	$160,329	$554,985
Peter Gibbons	$195,000	$20,000	40%	$78,000	40%	$78,000	$371,000
Jeffrey Moorefield	$206,000	$20,000	40%	$82,400	40%	$82,400	$390,800
Graham Wardlow ⁽¹⁾	$258,993	$24,666	40%	$103,597	65%	$168,345	$555,601
Alok Maskara	$736,000	$40,000	100%	$736,000	180%	$1,324,800	$2,836,800
Heather Harding	$375,000	$20,000	65%	$243,750	100%	$375,000	$1,013,750

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	2022 Financial Performance		Strategy and Portfolio		Shareholder Value
● 13.2% net sales increase ● 19.2% organic revenue growth ³ ● Adjusted EPS increase of $0.07 ³ ● GAAP net income increase of $0.11 per diluted share ● Reduced pension deficit from $91 million in 2014 to near-zero in 2022 ● Net debt to EBITDA ratio of 1.1x ³		● Pursuing a strategy of Profitable Growth ● Launched Luxfer Business System – a critical tool to realize growth potential embedded in our business ● Focused on attractive end markets with secular drivers ● Manufacturer of market leading products ● Value-add niche applications		● Returned $25 million to shareholders via dividends and share repurchases ● Progressed towards 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, priming Company for future growth
	Innovation		Environment, Social and Governance
● Capital redeployment in new product innovation ● New cylinder products developed in green energy and alternative fuels ● New Elektron products accelerated in the medical and electronic end-markets		● Published 2022 Sustainability Report, achieving ISS QualityScores of 1 in each category and improved rating of AA from MSCI ● Invested in our people through introduction of development programs and other opportunities ● Expanded DEI recruitment practices and increased diversity training ● Executed several successful leadership and Board transitions

	Base Salary	Annual Cash incentive	Equity Awards
What?	Cash	Cash	Equity
When?	Annually	Annually	Time-Based (40%) ● 4-year vesting period Performance-Based (60%) ● 3-year performance period, with immediate grant and vesting on the third anniversary of the award date
How? Measures, Weight, and Payout	Consideration of various factors, including market rate, experience, business unit/company and individual performance, and critical skills	Financial Performance (80-100%) ⁽¹⁾ ● Management EBITA (40-50%) ● Cash Conversion (40-50%) Strategic & Operational Objectives (0-20%) ⁽¹⁾ Comprised of various strategic and operational objectives included in the Balanced Scorecard Payout: 0-200% Target	Time-Based ● Value delivered through long-term share price performance Performance-Based ● Earnings Per Share (EPS) Growth (24%) ● Total Shareholder Return (TSR) (36%) Payout: 0-180% Target
Why?	Provides competitive rates of fixed pay to attract and retain executives	Attracts executives and incentivizes high performance by linking Company and/or business unit, and in some cases individual, performance with compensation	Time-Based ● Promotes retention of key executives and aligns interests with shareholders Performance-Based ● Creates strong alignment with shareholder interests by linking long-term compensation to key performance metrics and share price. Provides a balance of internal and market-based measures to assess long-term performance.

		2021 Base Salary (US$)	2022 Base Salary (US$) ⁽¹⁾	Increase (%)
Andy Butcher	Chief Executive Officer (April 1-December 31, 2022) ⁽²⁾	—	$615,000	70%
Andy Butcher	President, Luxfer Gas Cylinders (January 1-March 31, 2022) ⁽²⁾	$362,000	$372,000	3%
Stephen Webster ⁽³⁾	Chief Financial Officer	$203,737	$246,660	33% ⁽⁴⁾
Peter Gibbons	Vice President and General Manager Luxfer Graphic Arts	$150,000	$195,000	3% ⁽⁵⁾
Jeffrey Moorefield	Vice President and General Manager Luxfer Magtech	$200,000	$206,000	3%
Graham Wardlow ⁽³⁾	Managing Director Luxfer MEL Technologies	$275,320	$258,993	3% ⁽⁶⁾
Alok Maskara	Former Chief Executive Officer (January 1-May 31, 2022) ⁽⁷⁾	$715,000	$736,000	3%
Heather Harding	Former Chief Financial Officer (January 1-February 28, 2022)	$365,000	$375,000	3%

	Target Cash Incentive (% of Salary)	Target Cash Incentive (US$)	Maximum Cash Incentive (US$)
Andy Butcher	100%	554,250 ⁽¹⁾	1,108,500
Stephen Webster	50%	120,450	240,900
Peter Gibbons	40%	78,000	156,000
Jeffrey Moorefield	40%	82,400	164,800
Graham Wardlow	40%	101,178	202,356
Alok Maskara	100%	736,000	1,472,000
Heather Harding	65%	243,750	487,500

	Measure	Description	Weight (%)
CEO and CFO	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%
CEO and CFO	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.	50%

Business Unit Leaders	Management EBITA ⁴	As outline above.	40%
	Cash Conversion ⁴	As outline above.	40%
	Strategic and Operational Objectives	Strategic and operational objectives for each of the Business Unit Leaders are determined and measured against Balanced Scorecard Metrics. The Balanced Scorecard Metrics for 2022 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. ESG Scorecard. The ESG Scorecard includes metrics on environmental performance and initiatives, specifically in relation to our 2025 environmental goals; safety; human capital; charitable and community involvement; and compliance and governance.	20%

	Performance Payout Factor as a % of Base Salary
Cash Conversion ⁽¹⁾	Andy Butcher (CEO)	Stephen Webster (CFO)	Alok Maskara (Former CEO)	Heather Harding (Former CFO)
Threshold = 80%	25%	12.5%	25%	16.25%
Target = 90%	50%	25%	50%	32.5%
Maximum = 100%	100%	50%	100%	65%
Management EBITA (Group) ⁽²⁾
Threshold = US$49.0 million	25%	12.5%	25%	16.25%
Target = US$52.1 million	50%	25%	50%	32.5%
Maximum = US$58.5 million	100%	50%	100%	65%
TOTAL
Threshold	50%	25%	50%	32.5%
Target	100%	50%	100%	65%
Maximum	200%	100%	200%	130%

	Performance Payout Factor as a % of Base Salary
Cash Conversion ⁽¹⁾
Threshold = 85%	8%
Target = 100%	16%
Maximum = 115%	32%
Management EBITA (Business Unit)
Threshold	8%
Target	16%
Maximum	32%
Strategic and Operational Objectives (Balanced Scorecard Metrics)
Threshold	-%
Target	8%
Maximum	16%
TOTAL
Threshold	16%
Target	40%
Maximum	80%


	(1)	Cash Conversion Threshold, Target, and Maximum levels applicable to the Business Unit Leaders are slightly higher than those applied to the CEO and CFO, as the Cash Conversion levels applicable to the CEO and CFO are based on the overall Cash Conversion of Luxfer as a whole, which includes the overall net cash position for the corporate cost center, which is typically expected to be a net cash outflow.

	Target Cash Incentive (% of Salary)	Target Cash Incentive (US$)	Maximum Cash Incentive (US$)	Performance Payout Factor	2022 Cash Incentive Payout (US$)
Andy Butcher ⁽¹⁾	100%	554,250	1,068,500	36%	196,759
Stephen Webster ⁽²⁾	50%	123,330	246,660	36%	43,782
Peter Gibbons	40%	78,000	156,000	0%	—
Jeffrey Moorefield	40%	82,400	164,800	0%	—
Graham Wardlow ⁽²⁾	40%	103,597	207,194	185%	191,999
Alok Maskara ⁽³⁾	100%	736,000	1,472,000	—	306,667
Heather Harding ⁽⁴⁾	65%	243,750	487,500	—	81,250

	Historical EPS Awards ⁽⁵⁾	2022 EPS Awards ⁽⁵⁾	Historical TSR Awards	2022 TSR Awards
Measure and Method	● Threshold, Target, and Maximum adjusted diluted EPS levels set annually ● Measured on an annual basis as adjusted diluted EPS reported externally for financial year ● Award based on achievement of Threshold, Target, or Maximum level	● 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 a group of 20 pre-selected peer companies for the last 90 days of the year ending 2 years from the year in which the award was communicated ● Payout dependent on quartile in which Luxfer’s performance fell, with payout ranging from 0-150%	● 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 assigned Performance Payout Factors assigned to each decile
Performance Period	1 year	3 years	3 years	3 years
Vesting Period	Vest 33% on second, third, and fourth 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 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 50% on third anniversary of award date and 50% on fourth anniversary of award communication date	Vest 100% on third anniversary of award communication date
Cap	200% Target	200% Target	150% Target	200% Target
Other Terms	$1.00 conversion or exercise price	$1.00 conversion or exercise price	$1.00 conversion or exercise price	$1.00 conversion or exercise price

Relative TSR Ranking Versus Peers	Payout Level
First Decile (Top 10%)	200%
Second Decile (Between 11% - 20%)	175%
Third Decile (Between 21% - 30%)	150%
Fourth Decile (Between 31% - 40%)	125%
Fifth Decile (Between 41 - 50%)	100%
Sixth Decile (Between 51% - 60%)	75%
Seventh Decile (Between 61% - 70%)	50%
Eighth Decile (Between 71% - 80%)	25%
Ninth and Tenth Decile (Between 80%-100% -- i.e., Bottom 20%)	0%

Named Executive Officer	# Time Based Awards (40% award allocation) 4 Year Vesting @ 25% per year	# EPS Awards (24% award allocation) Vesting on 3^rd Anniversary of Award Communication Date	# TSR Awards (36% award allocation) Vesting on 3^rd Anniversary of Award Communication Date	Total Target Award (# of Awards)
Andy Butcher ⁽¹⁾	25,200	15,120	22,680	63,000
Stephen Webster	4,000	2,400	3,600	10,000
Peter Gibbons	1,600	960	1,440	4,000
Jeffrey Moorefield	1,600	960	1,440	4,000
Graham Wardlow	4,000	2,400	3,600	10,000
Alok Maskara ⁽²⁾	30,000	18,000	27,000	75,000
Heather Harding ⁽³⁾	—	—	—	—

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
Peter Gibbons	2,000	4,000
Jeffrey Moorefield	2,000	4,000
Graham Wardlow	6,000	12,000