PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (CAP), as defined in Item 402(v), and performance.


Year (a)	Summary Compensation Table Total for Principal Executive Officer (PEO) (b)¹	Compensation Actually Paid to PEO ^2,3 (c)²	Average Summary Compensation Table Total for Non-PEO Named Executive Officers¹ (d)	Average Compensation Actually Paid to Non-PEO NEOs ^2,3 (e) ³	Value of Initial Fixed $100 Investment Based On:		Net Income (millions)⁵ (h)	Operating Income (millions)⁶ (i)
Year (a)		Compensation Actually Paid to PEO ^2,3 (c)²			Total Shareholder Return (f)	Peer Group Total Shareholder Return⁴ (g)	Net Income (millions)⁵ (h)	Operating Income (millions)⁶ (i)
2022	$7,888,489	$11,227,698	$1,375,137	$1,771,361	$103	$112	$133.0	$187.3
2021	$9,897,900	$6,603,590	$1,668,578	$1,305,876	$90	$149	$93.1	$132.1
2020	$7,454,445	$5,431,868	$1,465,583	$1,135,176	$89	$116	$28.7	$33.7

(1)

The PEO listed for 2020, 2021, and 2022 is Patrick S. Williams. The Non-PEO remaining NEOs for 2021 and 2022 are Ian P. Cleminson, Philip J. Boon, Ian M. McRobbie, and David B. Jones. The Non-PEO remaining NEOs for 2020 are Ian P. Cleminson, and Philip J. Boon, and Brian R. Watt, and Ian M. McRobbie.

(2)

The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:

Principal Executive Officer


Year	Value of Equity Awards Disclosed in the Summary Compensation Table			Year End Value of Equity Awards Granted During the Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards			Value of Awards Granted in Prior Years Vesting During the Covered Year			Total Equity Award Adjustments
2022		($3,945,358	)		$4,172,162		$1,999,803			$1,112,602			$3,339,209
2021		($6,171,172	)		$5,944,128		($3,072,986	)		$5,720			($3,294,311	)
2020		($3,097,570)			$2,975,283		($1,884,299	)		($15,991	)		($2,022,577	)

Average Non-PEO NEOs


Year	Value of Equity Awards Disclosed in the Summary Compensation Table			Year End Value of Equity Awards Granted During the Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards			Value of Awards Granted in Prior Years Vesting During the Covered Year			Total Equity Award Adjustments
2022		($465,180	)		$492,576		$255,114			$113,713			$396,224
2021		($809,693	)		$762,365		($315,627	)		$1,087			($361,868	)
2020		($339,074	)		$328,593		($231,736	)		($71,038	)		($313,254	)

(a)The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award.

(3)

The following adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine CAP:


	Reported Values Deducted		Calculated Values Added
Year	PEO	Non-PEO NEOs	PEO	Non-PEO NEOs
2022	$0	$0	$0	$0
2021	$0	$834	$0	$0
2020	$0	$17,154	$0	$0

(4)

Represents the cumulative TSR for the S&P Composite 1500 Specialty Chemicals Index, as disclosed by Innospec for the purposes of Item 201(e) of Regulation S-K.

(5)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (GAAP Net Income).

(6)

The Company believes Operating Income is the financial performance measure most closely linked to the calculation of CAP. Operating Income is defined in the Compensation Discussion and Analysis.

PEO Total Compensation Amount

$ 7,888,489

$ 9,897,900

$ 7,454,445

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

The following adjustments relating to equity awards were made to total compensation for each year to determine CAP:

Principal Executive Officer


Year	Value of Equity Awards Disclosed in the Summary Compensation Table			Year End Value of Equity Awards Granted During the Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards			Value of Awards Granted in Prior Years Vesting During the Covered Year			Total Equity Award Adjustments
2022		($3,945,358	)		$4,172,162		$1,999,803			$1,112,602			$3,339,209
2021		($6,171,172	)		$5,944,128		($3,072,986	)		$5,720			($3,294,311	)
2020		($3,097,570)			$2,975,283		($1,884,299	)		($15,991	)		($2,022,577	)

Average Non-PEO NEOs


Year	Value of Equity Awards Disclosed in the Summary Compensation Table			Year End Value of Equity Awards Granted During the Covered Year		Change in Fair Value of Outstanding and Unvested Equity Awards			Value of Awards Granted in Prior Years Vesting During the Covered Year			Total Equity Award Adjustments
2022		($465,180	)		$492,576		$255,114			$113,713			$396,224
2021		($809,693	)		$762,365		($315,627	)		$1,087			($361,868	)
2020		($339,074	)		$328,593		($231,736	)		($71,038	)		($313,254	)

Non-PEO NEO Average Compensation Actually Paid Amount

^[1]

$ 1,771,361

1,305,876

1,135,176

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Analysis of the Information Presented in the Pay versus Performance Table

The graphics below depict the relationship between CAP and Company TSR, S&P Composite 1500 Specialty Chemicals Index TSR (referred to as the “peer group TSR” for purposes of 402(v)), and financial performance.