UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

INNOPHOS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting

and

Proxy Statement

20142015

INNOPHOS HOLDINGS, INC.

INNOPHOS HOLDINGS, INC.

259 Prospect Plains Road  •  Cranbury, NJ 08512

April 23, 20142015

Dear Fellow Stockholder:

You are cordially invited to attend the 20142015 Annual Meeting of Stockholders of Innophos Holdings, Inc., our eighthninth as a publicly traded company. The meeting is scheduled to be held at 9:00 AM EDT on May 20, 2014,22, 2015, at the Princeton Marriott,Innophos corporate headquarters, located at 100 College259 Prospect Plains Road, E, Princeton,Building A, Cranbury, New Jersey 08540.08512.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the items to be considered and acted upon by the stockholders.

Please note we are requiring identification as a stockholder to attend the Annual Meeting. For more information on this matter, kindly refer to the Notice of Meeting.

If you own shares of record, you will find enclosed a proxy card or cards and an envelope in which to return the card(s). Whether or not you plan to attend this meeting, please sign, date and return your enclosed proxy card(s), or vote over the telephone or Internet, as soon as possible so that your shares can be represented and voted at the Annual Meeting according to your instructions. You can revoke your proxy any time before the meeting and issue a new proxy as you deem appropriate. You will find the procedures to follow if you wish to revoke your proxy under the “Frequently Asked Questions” section in the Proxy Statement.

I look forward to seeing you at the meeting.

Sincerely,

Randolph Gress

Chairman, President & Chief Executive Officer

Your Vote Is Important.Whether You Own One Share Or Many, Your Prompt Cooperation In Voting Your Proxy Is Greatly Appreciated.

INNOPHOS HOLDINGS, INC.

259 Prospect Plains Road  •  Cranbury, NJ 08512

NOTICE OF ANNUAL MEETING

OF

STOCKHOLDERS

Please take notice that the 20142015 Annual Meeting of Stockholders of Innophos Holdings, Inc., a Delaware corporation, will take place as follows:

20142015 ANNUAL MEETING OF STOCKHOLDERS

OF

INNOPHOS HOLDINGS, INC.

PROXY STATEMENT

TABLE OFTABLEOF CONTENTS

PROXY STATEMENT

20142015 ANNUAL MEETING OF STOCKHOLDERS

OF

INNOPHOS HOLDINGS, INC.

Introduction

This Proxy Statement, the accompanying Proxy Card and Annual Report to Stockholders of Innophos Holdings, Inc., a Delaware corporation (the “Company” or “Innophos”), are being mailed on or about April 23, 20142015 to the Company’s stockholders of record on April 8, 2014.10, 2015. The Board of Directors of the Company (the “Board”) is soliciting your proxy to vote your shares of Common Stock at the Company’s 20142015 Annual Meeting of Stockholders (the “Meeting”) scheduled to be held on May 20, 2014.22, 2015.

The Board solicits your proxy to give all stockholders the opportunity to vote on matters that will be presented at the Meeting, regardless of whether they can be present in person. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

Frequently Asked Questions

Who is the Proxy Committee?

The Proxy Committee consists of three Company officers, Messrs. William N. Farran, Robert Harrer, and James A. Testa,Mark Feuerbach, appointed by the Board and named on the Proxy Card to vote shares at the Meeting as instructed by stockholders.

What is a proxy?

A proxy is your legal designation of another person as your agent (the person is sometimes referred to as a “proxy”) to vote on your behalf. By completing and returning the enclosed Proxy Card, you are giving the Proxy Committee the authority to vote your shares in the manner you indicate on your card.

Why did I receive more than one Proxy Card?

You will receive multiple Proxy Cards if you hold your shares in different ways (for example, in joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (that is, in “street name”), you will receive together with your Company materials your voting information, such as a request for instructions, from your broker, and you will return your voting instructions as directed by your broker. You should vote on and sign each Proxy Card you receive that represents a separate holding of shares. It is not necessary to send more than one Proxy Card or instructions for the same shares, no matter how they are held.

Who is qualified to vote?

You are qualified to receive notice of and to vote at the Meeting if you own shares of Common Stock of the Company at the close of business on our record date of April 8, 2014.10, 2015.

How many shares of Common Stock may vote at the Meeting?

As of April 8, 2014,10, 2015, there were 21,941,39820,924,519 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented. The Company’s one class of Common Stock is the only security allowed to vote at the Meeting.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with Wells Fargo Shareowner Services, our transfer agent for the Common Stock, you are a “stockholder of record.”record”.

If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, they are the stockholder of record and you are a “street name” holder.

How do I vote my shares?

If you are a“stockholder of record”, you have several choices. You can vote your proxy:

Please refer to the specific instructions set forth on the enclosed Proxy Card. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder.

If you hold your shares in“street name,”name”, your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.

Can I vote my shares in person at the Meeting?

If you are a“stockholder of record”, you may vote your shares in person at the Meeting. If you hold your shares in“street name,”name”, you must obtain a proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Meeting.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

What are my choices when voting?

How will my shares be voted if I do not specify how they should be voted?

If youproperly sign and return your Proxy Card without indicating how you want your shares to be voted, the Proxy Committee will cause your shares to be voted as follows:

How are votes withheld, abstentions and broker non-votes treated?

The shares with votes withheld and abstentions are deemed as “present” at the Meeting, are counted for quorum purposes, and those votes generally have the same effect as a vote against the matter where it requires a predetermined affirmative vote to pass. Broker non-votes, if any, while counted for general quorum purposes, are not deemed to be “present” with respect to any matter for which a broker does not have authority to vote.

Can I change my vote after I have mailed in my Proxy Card?

Yes, you may revoke your proxy by doing one of the following:

What vote is required to approve each proposal?

What constitutes a quorum?

Under our by-laws, a quorum is a majority of the voting power of the outstanding shares of stock entitled to vote. The presence of a quorum is necessary to transact business at the Meeting.

Who will count the votes?

The votes will be counted by Inspectors of Election, persons required by Delaware law to oversee voting at a stockholders’ meeting. The Inspectors will be present at the Meeting and will report the voting results. We expect that a representative from Wells Fargo Shareowner Services, our transfer agent, will serve as one of the Inspectors of Election.

Will my vote be confidential?

All voting records which identify stockholders are kept permanently confidential, except as necessary to meet legal requirements and in other limited circumstances such as proxy contests. The Inspectors of Election, who are not Company employees, will be required to execute confidentiality agreements.

Who pays the cost of this proxy solicitation?

The Company pays all costs of soliciting proxies. Upon request, the Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of the Company’s Common Stock. In addition, the Company has retained MacKenzie Partners, Inc. (“Mackenzie”MacKenzie”) to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and personal solicitation and will request brokerage houses and other nominees, fiduciaries and custodians to forward soliciting materials to beneficial owners of the Company’s Common Stock. For these services, the Company has agreed to pay MacKenzie $5,000,$7,500, plus expenses.

Is mailing this Proxy Statement the only way that proxies are being solicited?

No. As stated above, the Company has retained MacKenzie, a professional soliciting firm, to aid in the solicitation of proxy materials. In addition to mailing these proxy materials and the services of our proxy soliciting firm, directors, officers or employees of the Company may solicit proxies by telephone, facsimile,e-mail or personal contact. Those persons will not be specifically compensated for doing so.

How will voting be conducted on other matters raised at the meeting?

If any matters are presented at the meeting other than the proposals on the Proxy Card, the Proxy Committee will vote on them using their best judgment. Your signed Proxy Card or instructions give them the authority to do this. Under our by-laws, notice of any matter to be presented by a stockholder for a vote at the meeting must have been received by our Corporate Secretary no later than March 20, 2014,23, 2015, and it must have been accompanied by certain information about the stockholder presenting it. We have not received notice of any matter to be presented other than those on the Proxy Card.

When must stockholder proposals be submitted for the 20152016 Annual Meeting?

Stockholder proposals submitted for inclusion in our 20152016 proxy statement must be received in writing by our Corporate Secretary no later than 5:00 p.m. Eastern Time on December 24, 2014.2015. Stockholder proposals that are not intended to be included in the proxy statement must be received not less than 60 nor more than 90 days in advance of our 20152016 Annual Meeting, unless we announce the meeting date less than 70 days before the meeting. In that case, proposals must be received not later than 10 days after we announce the meeting date. In each case, proposals must be accompanied by information required by our by-laws.

What is the deadline to nominate an individual for election as a director at the 20152016 annual meeting?

Our by-laws describe the procedures that must be used in order for someone nominated by a stockholder of record to be eligible for election as a director. To nominate an individual for election as a director at the 20152016 Annual Meeting, notice of intention to nominate must be received by the Corporate Secretary no sooner than

February 19, 201522, 2016 and no later than March 23, 2015.2016. If the meeting date is changed by more than 30 days from the anniversary date of this year’s meeting, the notice may be given not later than 10 days after the earlier of the announcement of the meeting or the date on which notice of the meeting is mailed. The notice must contain specified information about the nominee, including his or her age, address, occupation and share ownership, as well as the name, address and share ownership of the stockholder giving the notice.

If you have any further questions about voting your shares or attending the Meeting, please call MacKenzie Partners, Inc. at 1-800-322-2885 or our Investor Relations Department at 1-609-366-1299.

The Board of Directors and its Committees

Under our by-laws and the laws of Delaware, our state of incorporation, the business and affairs of the Company are managed under the direction of the Board. It is the duty of the Board to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business.

Board Composition and Meetings

The Board currently consists of sixseven directors, fivesix of whom are independent. During 2013,2014, the Board and its standing committees held a total of 1617 meetings (five(7 Board and 1110 committee) and took action by written consent in lieu of meetings a total of 1512 times. Each director attended at least 85%90% of the meetings of the Board and committees on which he or she served during 2013,2014, and overall attendance at Board and committee meetings during 20132014 averaged 98%97% for our current directors as a group. Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her duties. This includes not only attending Board and committee meetings, but stockholders’ meetings as well. All current directors attended the 20132014 annual meeting of stockholders.stockholders, except for James Zallie who was elected to the Board subsequent to that meeting.

Director Independence

In accordance with NASDAQ Stock Market Rules, the Board determines whether directors and nominees for election as directors are independent in accordance with guidelines it has adopted, which include all elements of independence set forth in the NASDAQ Stock Market Rules. According to those rules, “independent director” means “a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.” The rules provide a number of specific exclusions based on business and/or family relationships from being considered independent.

In order to be listed and remain on the NASDAQ Stock Market, the Company is required to have a majority of independent directors comprising the Board and to have regularly scheduled meetings at which only independent directors are present.

To comply with the rules, a listed company must also have an audit committee of at least three members, each of whom must: (i) be independent as defined under the rules; (ii) meet the criteria for independence set forth in the applicable SEC rules (subject to applicable exemptions); (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) be able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. Additionally, at least one member of the audit committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a senior officer with financial oversight responsibilities.

NASDAQ Stock Market rules also require that: (i) the compensation of the chief executive officer and other executive officers be determined or recommended to the Board for determination by a majority of the independent directors or a compensation committee comprising solely independent directors; and (ii) director

nominees must either be selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominations committee comprising solely independent directors. From November 2006 through 2013,2014, the Company complied on a timely basis with all SEC and NASDAQ Stock Market rules relating to the composition of the Board and committees as those rules became applicable. At the present time, the Company remains in compliance with the applicable NASDAQ and SEC rules covering director independence in its case. The Board intends to maintain that compliance through all necessary additions and adjustments to Board and committee membership from time to time in the future.

On an annual basis, each director and executive officer is obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

Board Leadership Structure

The Board is dedicated to the principle that independent directors must play a determinative role in the overall governance of the Company, including an active role in the leadership structure of the Board and its committees.

Since its formation in 2004, Mr. Gress has served as President and Chief Executive Officer of the Company and also acted in the capacity of Board chair before being formally elected as Chairman in November 2006. However, all other directors now serving on the Board are independent directors. To follow sound governance practices consistent with its principles and provide leadership and coordination among the independent majority of directors, in 2007, the Board created a new office of “Lead Independent Director,” or LID, and formalized that determination in the corporate structure by amending the Company’s by-laws. Under the amended by-laws, whenever the Board elects a chairman who is not also an independent director under the regulatory standards

then applicable to the Company, it must also elect from among the independent directors a LID. Apart from being a distinct corporate office recognized under the by-laws, the LID position is separately compensated from other directors in recognition of its importance and additional responsibilities.

The LID is to preside at all meetings of the stockholders and the Board in the absence of the chairman, to act as chair for meetings of the independent directors, and to have the duties prescribed by the by-laws and the Board. The Board has specified major roles for the LID that centrally involve that director in coordinating the independent director activities on the Board and its committees concerning, among other things, meetings, information flow, agenda setting and management oversight.

Gary Cappeline, an independent director, currently serves as the LID. Mr. Cappeline has served on each of the Board’s three standing committees, has chaired the Audit Committee and currently chairs the Compensation Committee. He was last re-elected as the LID at the 20132014 annual organizational meeting of the Board to serve until the 20142015 annual organizational meeting of the Board.

Since the creation of the office of the LID, the Board has reviewed from time to time the governance issues and principles relating to the existing combination of the offices of chief executive and chairman and has concluded that the interests of the Company and its stockholders are best served by maintaining the office of the LID and electing a qualified candidate to that office. Among factors that support that conclusion are the following: (i) the Board believes the existing combined structure and incumbent personnel involved would continue to work well for the benefit of the Company; (ii) there is no convincing evidence that the Company’s financial performance or other aspects of its business would be improved by splitting the roles; (iii) there is a concern that dividing the roles could weaken its ability to develop and implement critical strategies; (iv) as a matter of good governance, the Company already implements alternative measures to strengthen Board independence and oversight (for example, Board expansions have been solely with independent directors, Board committees are all being chaired by independent directors, and at Board and committee meetings, time is allocated for independent directors to meet in executive session without management personnel present); and

(v) although trends favor increased oversight by independent boards of directors, potential benefits of splitting the roles can be achieved in other meaningful ways such as by using the LID function concentrated in one independent director who could work in tandem with a non-independent chairman.

The Board retains the right at any time to review the issues of separation or combination of the Board leadership and management leadership and the discretion and power to make changes in that regard should it conclude circumstances warrant them.

The Board’s Role in Risk Oversight

The Company is exposed to a wide variety of risks in its business activities, including strategic risks, operational risks, financial risks, risks relating to general economic conditions and their effect on its industry, geo-political risks and risks relating to regulatory and legal compliance. The Company regularly discloses in its public filings material risks to its business and the steps it takes to identify and prevent or mitigate them.

One of the responsibilities of the Board is oversight of the Company’s risk management activities. In meeting that responsibility, the Board ensures that processes are in place to identify and evaluate the major risks faced by the Company and oversee and monitor the design and implementation of guidelines and programs to manage the Company’s response to those risks. The Board discharges its oversight function through a combination of its own efforts, those of its standing committees and the senior management structure of the Company. Senior executives manage material risks on a day-to-day basis and assist in managing risk in liaison with the Board and committees. The Board has adopted an Enterprise Risk Management Policy, or ERMP, for the Company providing an overall methodology for dealing with various types of risk.

According to the ERMP, the accountabilities for risk management at the Company are as follows:

Risk Analysis of Performance-Based Compensation Plans

The Compensation Committee has discussed and analyzed elsewhere in this Proxy Statement the various elements of compensation provided to those persons identified as our named executives.“Named Executives”. The Committee believes that, although the larger part of compensation value provided to our named executivesNamed Executives and key employees could be regarded as performance-based, our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Our compensation programs encourage participants to remain focused on both short and long-term financial and other measures and to remain in Company service for extended periods of time. The bases for compensation under our programs have been broad, traditional measurements indicative of sound performance measured both internally and externally. For example, our performance share awards (under our long term incentive programs) generally vest only at the end of multi-year performance cycles, and award levels for each cycle have been based on returns on invested capital (ROIC) and other standards of profitability like growth in contribution margin (CM). The fact that these awards are stock-based, together with the nature of stock option and restricted stock awards made separately under our programs (also with installment vesting or exercisability) generally encourages participants to focus on sustained stock price appreciation over the long term.

Under our short term programs, awards paid in cash have been based on both Company financial achievement and fulfillment of individual goals. Historically, the financial goals have been based on broadly accepted measurements, such as adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), EPS (Earnings Per Share), FCF (Free Cash Flow) and/or WC (Working Capital as a percentage of sales), in each case measured against targets related to annual budgets. Participants’ personal goals are harmonized with overall Company goals and depend to a significant degree on non-financial measurements that may extend to risk reduction areas like health, safety, environment, quality and customer service. The harmonization to broader goals discourages excessive risk taking by individuals. Moreover, awards are not paid out to executives on individual goals if, at a minimum, Company goals are not met. The Company also has stock ownership guidelines that require long-term equity ownership by senior executives, a structure that keeps their interests aligned with stockholders for the long-term and discourages excessive risk taking harmful to all investors. For a more detailed discussion of these compensation programs, please see the Compensation Discussion and Analysis elsewhere in this Proxy Statement.

Board Committees

The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee, each of which currently has the membership shown in the table below.

A complete copy of the Company’s corporate governance documents and charters are available on the Company’s website (www.innophos.com) under the tab “Investor Relations,”Relations”, and then by selecting “Corporate Governance,”Governance”, followed by “Documents and Charters.”Charters”. The following are posted on the website:

Under our by-laws and Delaware law, the Board has the power to form additional standing or special committees as it sees fit. Committee members are appointed by the Board and hold their offices until their successors are appointed and qualified, or until their earlier resignation or removal. All vacancies on committees are filled by the Board. The Board designates a member of each of the standing committees as Chair, and each committee keeps a separate book of minutes of its proceedings and actions.

The principal duties and responsibilities of our standing committees are discussed below.

Audit Committee

The Board has adopted a written charter that defines the duties and responsibilities of the Audit Committee. The principal purpose and responsibilities of the Audit Committee is to provide assistance to the Board in fulfilling its oversight responsibility to:

Of the Committee members, the Board has determined that both Ms. Osar, chair of the Committee, and Mr. Cappeline meet the SEC’s definition of “audit committee financial expert.”expert”. All Committee members are “independent” as that term is defined by the NASDAQ Stock Market rules applicable to the Company.

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee serves as the Company’s nominating committee. The principal purpose and responsibility of the Committee under its charter adopted by the Board is to:

The Committee is to consist of at least two members; however, the Committee currently consists of threefour members, all of whom are independent.

The Committee will also evaluate candidates for the Board recommended by stockholders. Stockholders wishing to recommend a candidate may submit a timely recommendation in writing to the Secretary of the Corporation.Company. That submission should include (i) the candidate’s name, age, address, occupation and share ownership; (ii) other biographical information that will enable the Committee to evaluate the candidate in light of the criteria; and (iii) information concerning any relationship between the candidate and the stockholder making the recommendation. No distinction is made by the Committee in considering candidates properly nominated by stockholders from those who may be nominated by directors, management or other sources.

The Committee is interested in nominating candidates (as needed subject to the size of the Board as determined by that body) who will make the strongest contributions toward the Board’s fulfillment of its overall responsibilities to manage the Company’s business in the best interests of the stockholders. The Company’s business in recent years has expanded beyond its original focus of specialty phosphate chemical manufacturing in North America to that of an international producer of performance critical and nutritional specialty ingredients for a variety of end markets, including food, beverage, dietary supplement, pharmaceutical, oral care and industrial. The Committee believes persons who can bring demonstrated successful experience in related fields, expertise in relevant disciplines, and who can work diligently, collegially, but with independent criticality, with senior management and fellow Board members will make the most desirable candidates for director. Although it has no specific criteria as to geographic or other diversity among directors or candidates, in recognition of the Company’s significant operations and human resources located in Mexico, the Committee believes it is important to have a presence on the Board reflecting that perspective.

Each year, the Committee conducts an evaluation process covering the Board of Directors, each Committee and each Board member. Typically, the process entails a combination of individual member interviews conducted by the LID, surveys and written comments. The Committee reviews all results, and then transmits them to the appropriate Committee or the Board. In turn, each Committee and the Board review and discuss the results at their next regular meeting, and take appropriate action.

Compensation Committee

The Compensation Committee has a written charter adopted by the Board. The Compensation Committee’s primary purpose and responsibilities are to:

The Committee regularly consults with external, independent consultants and may consult with outside legal advisors that advise it on compensation issues. The Committee has the final authority to retain and terminate compensation consultants and determines the terms and conditions of those relationships, including compensation. In their engagements, compensation consultants receive directions from, and consult with, the Committee, as well as senior management. In the course of its duties, the Committee discusses with the consultants executive compensation matters it deems appropriate outside the presence of management. Although the Committee seeks and considers the information and advice provided by its consultants, decisions by the Committee are ultimately the Committee’s responsibility.

During 2013,2014, the Committee engaged Mercer (USA), Inc. (“Mercer”) to provide compensation related services and advice relating to executives. Mercer reported directly to the Committee, and the nature and scope of the principal executive compensation services rendered for 20132014 by it to the Compensation Committee and on its behalf can be summarized as follows: (i) guidance with respect to executive compensation, taking into account the Company’s business strategies, pay philosophy, stockholders’ interests, prevailing market practices, and relevant legal and regulatory mandates; (ii) assistance with the assessment and implementation of short-term and long-term incentive compensation programs; and (iii) advice with respect to best practices related to executive compensation and Compensation Committee activities.

For 2013,2014, the Company incurred $222,241$222,067 of fees and expenses in respect of executive compensation services performed by Mercer, all of which were in support of the Committee’s functions. For 2013,2014, the Company and its subsidiaries also expended approximately $214,500$221,000 for insurance brokerage and additional advisory services performed by an affiliate of Mercer. Those services were considered ordinary and necessary for the ongoing protection of corporate assets and personnel or in furtherance of strategic development and were not approved by the Board or any committee thereof. The insurance relationship with Mercer’s affiliate originated with the Company’s organization in 2004, was known at the time of Mercer’s retentionMercer was first retained for executive compensation services, in 2013, and is not considered by the Company to present a conflict of interest or adversely affect Mercer’s independence.

The Compensation Committee assessed the independence of Mercer and all other outside advisors retained to advise it on compensation matters in 20132014 and determined that there were no conflicts of interest. In compliance with its charter and in reaching these conclusions, the Committee considered Rule 10C-1(b)(4) of the Securities Exchange Act of 1934, as amended, and the corresponding independence factors in Rule 5605(d)(3) of the NASDAQ Stock Market regarding compensation advisor independence and believes that its advisors were able to independently advise the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

There are no relationships required to be disclosed under this section.

Compensation of Directors

Our by-laws allow directors to be paid compensation, including allowances and attendance fees, as the Board may from time to time determine. Only non-employee directors are currently eligible for such compensation, and directors who are employees of the Company receive no compensation for their service on the Board.

The objective of our director compensation programs is to enable the Company to attract and retain as directors individuals of substantial accomplishment with demonstrated leadership capabilities. From time to time, our Compensation Committee reviews the levels, types and mix of compensation paid to directors, considers market conditions and prevailing practices with its consultants and makes recommendations to the Board for its consideration concerning director compensation. Consistent with those objectives and procedures, we paythe compensation paid to our non-employee directors compensationin 2014 was structured as follows:

In order to better align the interests of directors with those of the stockholders, we utilize an annual stock retainer referred to in the table above and reflected in the table below, pursuant to which our non-employee directors receive a portion of their annual fee (the(currently the equivalent of $60,000$85,000 in fair market value at time of issue) in actual shares of Company Common Stock following their successful election or re-election at annual meetings. Directors are subject to the Company’s Executive and Director Stock Ownership Policy, under which they are afforded until five years after first election to achieve and maintain a level of ownership of Common Stock equal in value to five times the amount of their annual cash retainer (currently $45,000)$75,000). At the current level of cash retainer and an illustrative price per share of Common Stock of $55, compliance with the policy would require each director to own a minimum of 4,0906,819 shares.

For services rendered as directors in all Board and committee capacities in 2013,2014, we provided for our directors the following compensation:

Director Compensation Table

Each of our current directors has entered into an indemnity agreement with the Company. Under those agreements, we have agreed generally to indemnify the directors against liabilities, including advancing litigation expenses, incurred in connection with their service for our Company, its subsidiaries or other entities at our request.

Other Corporate Governance Matters

The Board sets high standards for the Company’s employees, officers and directors. Implicit in sound corporate governance is a philosophy of lawful conduct and ethical behavior toward the various interests affecting or forming part of the corporate landscape. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in guidelines, codes and charters adopted by the Board. These governing principles are subject to modification from time to time as the Board deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

The Company’s principal guidelines are contained in its Code of Ethics, its Code of Ethics for Senior Financial Officers and its Insider Trading Policy. In addition to these codes and policies, other rules and principles of the Company’s corporate governance are contained in the Corporate Governance Guidelines and the charters of its three standing committees of the Board. The Guidelines, Codes and Policy are available on the Company’s website (www.innophos.com) under “Investor Relations,”Relations”, then “Corporate Governance,”Governance”, and then “Documents and Charters.”Charters”.

Policy on Communications from Security Holders and Interested Parties

Security holders and interested parties may send communications through the Corporate Secretary of the Company to (1) the Board, (2) the committee chairs, or (3) the outside directors as a group. The Corporate Secretary will collect, organize and forward all communications, in that officer’s judgment, which are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate for consideration by the directors include personal employment matters, solicitations for products or services, and matters not relevant to the functioning of the Board, stockholder interests or the affairs of the Company.

Policy With Respect To Related Person Transactions

The Board has adopted a written policy that requires certain transactions with “related persons” to be approved or ratified by its Nominating & Corporate Governance Committee or Compensation Committee (for compensation matters within the scope of the Compensation Committee charter). For purposes of this policy, related persons include (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company, (ii) any person who is the beneficial owner of more than 5 percent of any class of the Company’s voting securities; and (iii) any “immediate family member or affiliate” of any person described in (i) or (ii). The types of transactions that are subject to this policy are transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company, or any of its subsidiaries, was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $100,000. Under the policy, certain transactions are deemed to be automatically pre-approved and do not need to be brought to the applicable Committee for individual approval. The standards applied by the applicable Committee when reviewing transactions with related persons would be expected to include (a) the benefits to the Company of the transaction; (b) the terms and conditions of the transaction and whether such terms and conditions are comparable to the terms available to an unrelated third party or to employees generally, and (c) the potential for the transaction to affect the independence or judgment of a director or executive officer of the Company.

Since the beginning of 2013,2014, the Company has engaged in no transaction, nor is it aware of any currently proposed transaction, in which any related person had or will have a direct or indirect material interest.

Proposals

The Board will present to the stockholders for their consideration and approval at the Meeting the threefive Proposals detailed below.

Proposal 1

Election of Board Members

The Company’s certificate of incorporation and by-laws provide for the size of the Board to be determined by Board action taken from time to time. At present, the full Board has been set at sixseven with all the directors’ terms of office set to expire with the 20142015 Annual Meeting. All the directors listed below are currently serving on the Board, all have been nominated for re-election, and all have agreed to serve if re-elected.

Amado Cavazos		Age:		6970
		Director Since:		2008
		Current Committees:		Compensation and Nominating & Corporate Governance
		Biography and Other Directorships:		Amado Cavazos is a director of Innophos. Mr. Cavazos retired from Du Pont, S.A. de C.V. in 2003 after holding numerous management and executive positions in Mexico, Venezuela, Puerto Rico and USA since 1968. From 1996 to 2003, Mr. Cavazos was Director of Coatings Businesses for Mexico and Central America. He was Group Director of Du Pont Mexico from 1993 to 1995 and Director of Corporate Planning from 1989 to 1993. During this time he represented Du Pont on several Boards of Directors; Nylon de Mexico, Tetraetilo de Mexico, Química Fluor, and Industrias Tecnos. From 1982 to 1987, Mr. Cavazos was Group Director for Du Pont Mexico and COO for three of its joint ventures, reporting directly to the Boards of Directors (Pigmentos y Productos Químicos, La Domincia and Química Fluor). Mr. Cavazos earned a B.S. in Chemical Engineering from Virginia Polytechnic Institute and an M.B.A. from Tecnológico de Monterrey. He served as member of the executive committee 1990-1999 and Chairman 1999-2001 of ANIQ, the chemical manufacturers association of Mexico.

Randolph Gress		Age:		5859
		Director Since:		2004
		Current Committees:		None
		Biography and Other Directorships:		Randolph Gress is Chairman of the Board, Chief Executive Officer, President and Director of Innophos. Mr. Gress joined Innophos as Chief Executive Officer and Director at the company’s inception in 2004. He joined Rhodia in 1997 and held various positions including Global President of Rhodia’s Specialty Phosphates business and Vice President and General Manager of the Sulfuric Acid business. Prior to joining Rhodia, Mr. Gress spent 14 years at FMC Corporation where he worked in various managerial capacities in Strategic Planning, Business, Operations, and Supply Chain. From 1977 to 1980, Mr. Gress worked at Ford Motor Company in various capacities within the Plastics, Paint and Vinyl Division. Mr. Gress earned a B.S.E. in Chemical Engineering from Princeton University and an M.B.A. from Harvard Business School. Mr. Gress currently serves on the Board of Directors for Coeur Mining, Inc., a precious metals mining company.

Linda Myrick		Age:		5859
		Director Since:		2006
		Current Committees:		Compensation and Nominating & Corporate Governance (Chair)
		Biography and Other Directorships:		Linda Myrick is Program Director for Research & Development for American Air Liquide, Inc. in Newark, DE, a position she has held since January 2013. She relocated from Paris, France where2012. Previously she was Group Manager for Medical GasesResearch & Development for the Air Liquide affiliate, Air Liquide Santé International. Previously, she wasInternational in Paris, France, and Vice President & General Manager for Scott Specialty Gases, Inc., which was acquired by Air Liquide in 2007. Before joining Scott in 2004, she served as an independent member of the Board of Directors of Berwind Pharmaceutical Services, Inc., West Point, PA. From 2001 to 2003, she held various executive management positions with Rhodia, Inc. including Vice President & General Manager, North America for Home, Personal Care & Industrial Ingredients, and Vice President & General Manager, North America for Specialty Phosphates. Prior to joining Rhodia, Ms. Myrick held a number of positions in marketing, strategic planning and business management with FMC Corporation, Philadelphia, PA. Ms. Myrick earned a B.S. in Chemical Engineering from the University of Delaware and an M.B.A. from the Wharton Graduate School of the University of Pennsylvania.

Karen Osar		Age:		6465
		Director Since:		2007
		Current Committees: Biography and Other Directorships:		Audit (Chair), Compensation, and Nominating & Corporate Governance
		Biography and Other Directorships:		Karen Osar was Executive Vice President and Chief Financial Officer of Chemtura Corporation, a $4.0 billion specialty chemicals manufacturer headquartered in Connecticut from 2004 through Chemtura’s formation in 2005 (and from 2004 was Executive Vice President of a predecessor company) until her retirement in March 2007. From 1999 through 2003, she served first as Chief Financial Officer of Westvaco Corporation and subsequent to its merger with Mead Corporation in 2002, Senior Vice President and Chief Financial Officer of MeadWestvaco Corporation, primarily a provider of packaging solutions and products to major branded goods manufacturers. She also held the position of Vice President and Treasurer of Tenneco, Inc., an industrial conglomerate, from 1994 to 1999. Previously she served as Managing Director, Investment Banking, at JP Morgan and Company. Ms. Osar currently serves as a director of Webster Financial Corporation, a bank holding company, and SAPPI Ltd., a leading global producer of paper and chemical cellulose based in Johannesburg, South Africa.

John Steitz		Age:		5556
		Director Since:		2009
		Current Committees:		Audit and Compensation
		Biography and Other Directorships:		John Steitz has beenwas appointed Chief Executive Officer of Addivant Corporation, a leading global supplier of antioxidants, intermediates, inhibitors, modifiers, UV stabilizers and other additives to the plastic and rubber industries, in March 2015. Before joining Addivant, Mr. Steitz served as President and Chief Operating Officer of PQ Corporation, a leading worldwide producer of specialty inorganic performance chemicals and catalysts, sincefrom October 2013. Prior to joining PQ Corporation, he served as President and Chief Executive Officer of Avantor Performance Materials from August 2012 and, prior to that time, as President and Chief Operating Officer of Albemarle Corporation, a leading global developer, manufacturer, and marketer of highly-engineered specialty chemicals. During his tenure at Albemarle, he led global expansion into China, Russia, South America and the Middle East. He also managed several strategic acquisitions and integrations, while restructuring Albemarle’s R&D function to improve the company’s vitality in new product offering and revenues. Before joining Albemarle, Mr. Steitz spent twenty years at Mallinckrodt, Inc., holding a variety of positions of increasing responsibility. He eventually served as vice president and general manager of Mallinckrodt’s pharmaceutical chemicals division, where he helped the company generate record earnings and growth.

James Zallie		Age:		57
		Director Since:		2014
		Current Committees:		Audit and Nominating & Corporate Governance
		Biography and Other Directorships:		James Zallie serves as Executive Vice President Global Specialties and President North America and EMEA for Ingredion Incorporated, a global leader in ingredient solutions for food, beverage, brewing, pharmaceutical and other industrial markets, where he is also a member of the executive leadership team. Mr. Zallie joined Ingredion in 2010 with the acquisition of National Starch LLC, a company where he had worked for more than 27 years in various positions of increasing responsibility, first in technical, then in marketing and international business management, and finally as President and CEO. Mr. Zallie holds master’s degrees in food science and business administration from Rutgers University and a Bachelor of Science degree in food science from Pennsylvania State University.

Among the factors considered by the Nominating & Corporate Governance Committee in recommending, and the Board in nominating, the above candidates, all of whom are being proposed for re-election were the following:

Your Board Recommendsrecommends that Stockholders VoteFORall Six (6)Seven (7) Nominees Listed Above.

Proposal 2

Approval of Selection of Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, or PwC, has served as the independent auditor (now referred to as the independent registered public accounting firm) of the Company since its creation in 2004. We believe that their knowledge of Innophos’ business and its organization gained through their prior service is valuable. Partners and employees of PwC assigned to the Innophos engagement are periodically rotated, thus giving us the benefit of new thinking and approaches in the audit area. We expect representatives of PwC to be present at the annual meeting with an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

For the years 20132014 and 2012,2013, PwC performed professional services for Innophos and its subsidiaries in connection with audits of the financial statements, due diligence services and tax services. PwC has also reviewed quarterly reports and other filings with the Securities and Exchange Commission.

Based on their review of the performance of PwC and discussions with that firm and as set forth in its report under “Audit Committee Report,”Report”, the Audit Committee selected PwC to serve as the Company’s independent registered public accounting firm for 2014.2015. The stockholders are being asked to approve that selection.

Your Board recommends that Stockholders Vote to ApproveFOR the Approval of the Selection of PwC as Independent Registered Public Accounting Firm for 2014.2015.

Proposal 3

Advisory Vote on Executive Compensation

In Proposal 3, we provide stockholders the opportunity to cast an advisory, non-binding vote, popularly known as a “say on pay,”pay”, regarding the compensation of our Named Executives, as disclosed in this Proxy Statement in accordance with Securities and Exchange Commission, or SEC, rules. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, which amended the Securities Exchange Act of 1934, requires a “say on pay” vote and another periodic advisory vote on the “frequency of say on pay.”pay”. At the 2011 Annual Meeting, a majority of votes cast on the frequency issue favored holding advisory votes regarding “say on pay” annually, a practice which was then adopted by the Board.

The Proposal consists of the following non-binding resolution to be presented to the 20142015 Annual Meeting:

RESOLVED, that the stockholders of Innophos Holdings, Inc. (the “Company”) hereby advise that they approve of the compensation paid to the Company’s Named Executives, as disclosed pursuant to SEC rules under Executive Compensation, including the Compensation Discussion and Analysis and any related material disclosed in the Company’s Proxy Statement for the 20142015 Annual Meeting.

While this vote is not binding on the Company or the Board of Directors and will not change their fiduciary duties, it will provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices that the Compensation Committee intends to consider when determining executive compensation for the future. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executives and the philosophy, policies and practices described in this Proxy Statement that set compensation.

You should read the Compensation Discussion and Analysis, which discusses how our executive compensation policies and programs implement our compensation philosophy, and the compensation tables in this Proxy Statement. We believe you should also consider the following key factors in determining whether to approve this proposal:

practices in the marketplace, they were contingent upon the attainment of levels of performance identified with increasing shareholder value both for the short and long-term.

Although the vote is non-binding, the Company will consider the affirmative vote of a majority of the votes cast on the proposal as approval of the compensation of the Company’s Named Executives. Abstentions and broker non-votes will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of this proposal.

TheYour Board of Directors unanimously recommends a vote that Stockholders VoteFOR the advisory vote approving executive compensation.the compensation of the Named Executives.Unless you instruct otherwise on your proxy card or by other voting instructions, your proxy will be voted in accordance with the Board of Directors’ recommendation.

Proposal 4

Proposal to Re-Approve the Material Terms of the Performance Goals of the Executive, Management and Sales Incentive Plan, as amended

Introduction

The Board recommends that the stockholders re-approve the material terms of the performance goals of the Executive, Management and Sales Incentive Plan, as amended to date (the “STIP”) maintained by the Company’s principal operating subsidiary, Innophos, Inc. That plan authorizes the payment of incentive cash compensation on an annual basis to participants who are employees of that company and certain affiliates. The STIP is intended to be the cornerstone of the Company’s short-term incentive program providing part of the Company’s overall market competitive compensation to employees. In this discussion, the term “Company” includes Innophos, Inc. as the context requires.

Depending upon the achievement of goals established in advance under the plan, the STIP was designed to provide “performance based” compensation exempt from the annual $1,000,000 deductibility limitation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) applicable to “covered employees,” including our Named Executives. The current STIP was adopted by the Board of Directors on April 28, 2010 and approved by the Company’s stockholders at the 2010 Annual Meeting. Since that time, it has been amended once, as permitted by the plan (and as explained below). However, the current STIP is substantially similar as the 2010 plan, with no changes made to the possible types of performance goals that can be set under it. Nevertheless, the Compensation Committee, which administers the STIP, retains the discretion and flexibility to choose among the various categories of goals and establish the exact levels of performance for the Company under the chosen goals for the achievement of awards by participants in the STIP. The Committee has exercised that discretion each year that the STIP has been in operation.

The Company has been advised that, due to the Committee’s discretion mentioned above, the Code and applicable regulations require the Company to re-submit the material terms of the performance goals of the STIP to stockholders for approval not less than once every five years. Accordingly, the sole purpose of this Proposal is to seek re-approval, due to the technical requirements of Section 162(m) of the Code, of matters already approved by the stockholders in 2010. The STIP already has been adopted in accordance with all provisions of Delaware law applicable to the Company, and no stockholder approval is being sought for that or any other purpose.

The full text of the STIP has been attached to this Proxy Statement as Appendix A, and all descriptions of the plan are qualified by reference to that appendix. The STIP has been structured so that the performance parameters on which targets are selected may vary from year to year as selected by the Compensation Committee. The Committee, by the 90th day of each fiscal year, may select from a variety of performance measures or any combination of them or adjustment to them, all as specified under the caption “Other Performance Measures” in the STIP, provided that no adjustment can be made that would result in any award failing to qualify as performance based compensation under Code Section 162(m) referred to above. For a more detailed discussion of the operation of the STIP as applied to the Named Executives for 2014, please see the “Compensation Discussion and Analysis” elsewhere in this Proxy Statement.

The affirmative vote of a simple majority of the votes cast on the issue will be sufficient for the re-approval. If the stockholders do not re-approve the material terms of the performance goals of the STIP, the plan will nevertheless remain effective, but will not likely be able to operate within the confines of Section 162(m) at the historic level of awards made under it to one or more Named Executives.

Intervening Amendment

In March 2015, the STIP was amended to increase the flexibility in the mix of Company and individual performance components in the plan affecting participants who were not Named Executives or executives on the “Leadership Team.” The change was from a required 50-50 basis for each award (i.e. 50% of the award being made dependent on a Company Factor (as explained below) and 50% dependent on an individual or Personal Factor (as explained below) for all such participants to a permitted range of 25% to 50% of the total award being dependent on the Company Factor and the remaining 50% to 75% on the Personal Factor. The change was made primarily to allow participants from eligible subsidiaries to be rewarded for more focus on results from their business units and less on the overall Company results, as would be the case with higher C Factor percentages.

Also in March 2015, the STIP was amended to allow participation by executives, managers, sales persons and other key contributors of all of the Company’s subsidiaries, not just its subsidiaries in the US, Mexico and Canada as previously provided. Among other things, this change would allow inclusion of individuals worldwide and was judged better suited to the expanding scope of the Company’s business and diverse locations of its people.

Description of Terms and Key Features of the STIP

Purpose. The STIP is designed to promote the interests of the Company by providing senior executives, managers and sales persons with incentives and rewards commensurate with the achievement of the business and their personal achievement of business objectives.

Participation and Eligibility. Executives, managers, sales persons and other key contributors of the Company and certain of its subsidiaries, including foreign ones, who have signed certain employee agreements are eligible to participate upon timely nomination and proper approval. Adding participants or changing target incentives during a year requires special approvals, including that of the Compensation Committee for the CEO. New participants generally are not added in the last five months of a bonus year, except for certain new hires, and where interim participation is allowed, targets/awards are prorated for the number of months of participation. The total number of Company employees participating in the STIP and receiving payment of incentive compensation in 2014 was approximately 200.

Bonus Target Guidelines. The STIP establishes target incentive range guidelines as a percentage of base salary. These are divided according to specified salary grades up to the CEO and executive team and range from 10% of base salary up to 35% for senior managers and higher percentages determined by the Compensation Committee for the CEO and executive team. Please see the Compensation Discussion and Analysis elsewhere in this Proxy Statement for the levels set for the Named Executives. Actual award levels may be lower or higher than the guidelines. Individuals in all grades nominated for the program are expected to meet certain criteria, including high performers or high potential, managers of areas having high impact on the business, or functional experts.

Base Salary and Payment. The awards are based on salary at year end of the bonus year and are paid annually as soon as practicable following review of the Company’s audited financial results. With prior Board or committee approval, bonuses may be paid more frequently than annually, subject to the overall annual targets and limits. Bonus payments are net of all required tax withholding. Generally, termination of employment before award distribution results in a forfeiture of the award, except in cases of retirement, death or disability. Participants on extended disability leave or approved leave of absence may receive pro-rated awards.

Bonus Formula; Maximum Bonus. The STIP provides for common and personal components (also referred to in this Proxy Statement respectively as “Company” or “C” Factors and “Personal” or “P” Factors) with percentage weights for each bonus year to be established by the Compensation Committee depending on the management position involved. The current percentage weights established under the STIP are 70%/30% Company/Personal for the Named Executives and members of the “Leadership Team”, and a range from 25-50% on C Factor and 50-75% on P Factor for all other participants. In general, the bonus equals base salary times target percentage times common and personal results. Full achievement of target is assumed to equal 1.0 for both factors with actual scores as low as zero for either factor and as high as 3.0 for Company (reduced to 2.0 effective in 2015) and 2.0 for Personal. The C Factor results are measured by financial performance against targets of parameters and in amounts proposed annually by management and approved by the Compensation Committee. Personal factor components are proposed by participants and approved by managers or by the Compensation Committee in the case of the CEO. Measurement of P Factors is by scoring and, in the case of the named executives, by the Compensation Committee for the CEO and by the CEO in consultation with the Compensation Committee for the others. Except for the CEO, management has responsibility and discretion to adjust P Factor results giving consideration to changes in the business environment and job behavior of the participant. Amounts paid to the named executives under the STIP are shown in the Summary Compensation Table and discussed in the Compensation Discussion and Analysis provided by the Compensation Committee in this Proxy Statement. The bonus payments made to all participants under the STIP aggregated $6.2 million for incentive compensation earned for the year ended December 31, 2014. The amounts to be paid in the future under the STIP will be a result of the application of the plan’s formula applicable to participants’ achievements of the parameters relative to base salary. However, the plan contains a number of limitations in order to remain compliant with Code Section 162(m), including a limitation of a maximum payout fixed at not more than $5.0 million per year per participant.

Certain Administrative and Related Matters. The obligations under the STIP are unfunded and to be paid from the Company’s general assets. Nevertheless, they are budgeted for and accrued according to generally accepted accounting principles in the United States. The STIP is not an exclusive method of providing incentive compensation. Participation in one bonus year confers no right to continued participation in another year, and no rights to continued employment. Amounts payable under the STIP generally are not alienable or subject to lien in advance by participants.

Amendment and Termination. The STIP may be terminated or amended by the CEO and Vice President, Human Resources, acting as a committee of two, except as concerns the incentives affecting the CEO and officers reporting directly to the CEO. Changes to the incentives of any of such persons require the approval of the Compensation Committee, which also has full power in every respect to amend or terminate the plan. No amendment or termination may affect the right of a participant to payment of an amount that has been determined prior to the amendment or termination. Subject to the initial approval of stockholders, the STIP will continue in effect as adopted until it is modified or terminated.

Your Board recommends that Stockholders VoteFOR the Re-Approval of the Material Terms of the Performance Goals of the STIP.

Proposal 5

Proposal to Re-Approve the Material Terms of the Performance Goals of the 2009 Long Term Incentive Plan

Introduction

The Board recommends that stockholders re-approve the material terms of the performance goals under the Innophos Holdings, Inc. 2009 Long Term Incentive Plan (the “2009 LTIP”). This plan allows for the granting and awarding of a wide range of incentive compensation based on the Company’s Common Stock, and serves as the central vehicle of the Company’s long term incentive program. The 2009 LTIP was adopted to encourage selected employees to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the Company’s ability to attract and retain exceptionally qualified individuals.

Depending upon the achievement of goals established in advance under the plan, the 2009 LTIP was designed in part to provide “performance based” compensation exempt from the annual $1,000,000 deductibility limitation under Section 162(m) of the Code applicable to “covered employees”, including our Named Executives. The 2009 LTIP was adopted by the Board of Directors and approved by the Company’s stockholders at the 2009 Annual Meeting. Since that time, the Compensation Committee, which administers the 2009 LTIP, has retained the discretion and flexibility to choose among the various categories of performance goals set forth in the plan and establish the exact levels of performance for the Company under the chosen goals for the achievement of awards by participants in the 2009 LTIP. The Committee has exercised that discretion each year that the 2009 LTIP has been in operation.

As discussed in Proposal 4 regarding the STIP, the Company has been advised that, due to the Committee’s discretion mentioned above, the Code and applicable regulations require the Company to re-submit the material terms of the performance goals of the STIP to stockholders for approval not less than once every five years. Accordingly, the sole purpose of this Proposal is to seek re-approval, due to the technical requirements of Section 162(m) of the Code, of matters already approved by the stockholders in 2009. Upon such re-approval, the Company expects that the awards made under the 2009 LTIP will qualify as “performance based” compensation under Section 162(m), and will therefore be exempt from the $1,000,000 deductibility limitation under Section 162(m). Because re-approval was not sought in 2014, the Company estimates that there may be an immaterial impact on the Company’s allowable income tax deductions relating to one Named Executive for 2014 arising from the operation of Section 162(m).

We note that this proposal does not seek any amendment of the existing provisions of, or performance goals contained within, the 2009 LTIP. Importantly, approval of this proposal will not increase or otherwise affect the number of shares available for grant under the 2009 LTIP or the potential dilution to stockholders from awards granted under the 2009 LTIP.

The affirmative vote of a simple majority of the votes cast on the issue will be sufficient for the re-approval. If the stockholders do not re-approve the material terms of the performance goals of the 2009 LTIP, the plan will nevertheless remain effective, but will not likely be able to operate within the confines of Section 162(m) at the historic level of awards made under it to one or more Named Executives.

Description of the 2009 LTIP

The full text of the 2009 LTIP has been attached to this Proxy Statement as Appendix B, and all descriptions of the plan are qualified by reference to that appendix. Capitalized terms used in this section are defined in the 2009 LTIP. The 2009 LTIP authorized the issuance of up to 2,400,000 shares of Common Stock. As of April 1, 2015, there were 1,301,910 shares remaining available for issuance under the 2009 LTIP.

Eligibility. Participation in the 2009 LTIP is limited to directors (including Non-Employee Directors), officers (including non-employee officers) and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries selected by the Committee, including participants located outside the United States. Nothing in the 2009 LTIP or in any Grant confers any right on a participant to continue a relationship with the Company.

Administration. The 2009 LTIP is administered by the Committee. The Committee has the authority to establish rules and guidelines for the administration of the 2009 LTIP; select the employees and other participants to whom awards are granted; determine the types of awards to be granted and the number of shares covered by such awards; set the terms and conditions of such awards; and cancel, suspend and amend awards, subject to the 2009 LTIP limitations. The Committee has the sole discretion to make determinations and interpret the 2009 LTIP. In order to comply with SEC rules, the Committee will not delegate to Company officers or other employees authority to grant or deal with awards for persons who file reports under Section 16 of the Securities Exchange Act of 1934 (covering officers, directors and greater than 10% stockholders of the Company). The 2009 LTIP has no fund or other pool of assets, and all costs of its administration are borne by the Company.

Shares Available for Awards. Shares delivered pursuant to an Award may consist of authorized and unissued Common Stock or Common Stock held in treasury. If any Common Stock covered by an Award under the 2009 LTIP is forfeited or is the subject of an Award that expires or otherwise terminates without delivery of shares, then the shares covered by the Award will again be available for Grants under the 2009 LTIP. In an acquisition, any Awards made and any of the shares delivered upon the assumption of or in substitution for outstanding Grants made by the acquired company will not be counted against shares available for granting awards under the 2009 LTIP. Dividend equivalents denominated in shares generally will not be awarded. Any Awards not denominated, but potentially payable, in Common Stock will be counted against the aggregate number of shares available under the 2009 LTIP in such amount, and at such time, as settlement is made in Common Stock. Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of shares available for the 2009 LTIP.

Common Stock surrendered for the payment of the exercise price or withholding taxes under stock options or SARs, and shares repurchased in the open market with the proceeds of option exercises, may not again be made available for issuance under the 2009 LTIP. In addition, shares that were subject to an option or stock-settled SAR and were not issued upon the net settlement or net exercise of such option or stock appreciation right will also not be made available for future issuances.

Stock Options and Stock Appreciation Rights. The Committee may award stock options in the form of Non-qualified Stock Options or Incentive Stock Options, or SARs (provided the Company’s stock is traded on an established securities market), each with a maximum term of ten years. The Committee will establish the vesting schedule for stock options and the method of payment for the exercise price, which may include cash, shares, or combinations of those or other legally sufficient consideration. Stockholder approval of the class of eligible participants under the 2009 LTIP and the limits on the number of options and stock appreciation rights granted to any one participant under the 2009 LTIP also is intended to satisfy the stockholder approval conditions for such awards to qualify as deductible under Section 162(m) of the Code as described below. The Company intends that neither any Non-qualified Stock Option nor any Incentive Stock Option be treated as a payment of deferred compensation for the purposes of Section 409A of the IRC.

Performance Awards. The Committee may grant performance awards, which may be denominated in cash, shares, other securities or other awards and payable to, or exercisable by, the participant upon the achievement of Performance Targets during performance cycles, as established by the Committee. A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a performance award determined under the applicable formula by the level attained during

the applicable cycle as certified by the Committee. Performance Measures, which are one or more measures of business or financial performance, as determined by the Committee, are to be used to measure the level of performance of the Company or participant during the cycles. The 2009 LTIP provides, illustratively, a number of common measures that may be used, such as sales revenue, gross margin, operating margin, operating income, pre-tax profit, EBITDA, net income, expenses, the market price of the Common Stock, earnings per share, return on shareholder equity, return on capital, return on net assets, economic value added, market share, customer service, customer satisfaction, safety, and total shareholder return. As disclosed under Compensation Discussion and Analysis elsewhere in this Proxy Statement, the performance Awards granted for 2014 (consisting of a performance cycle covering the years 2014, 2015 and 2016) as approved by the Committee used two performance measures, Contribution Margin Growth (“CMG”) and Return on Invested Capital (“ROIC”), each weighted 50%. Future performance cycles may be based on different targets or measurements, including different time periods or measurements other than ROIC or CMG, as the Committee continues to work to achieve best alignment of management incentives and investor returns. The Committee may decide to include dividends or dividend equivalents as part of a performance or other stock-based award, and may accrue dividends, with or without interest, until the Award is paid.

Restricted Stock. The Committee may award restricted stock and establish the applicable restrictions, including any limitation on voting rights or the receipt of dividends. However, unless otherwise provided by the Committee, during periods of restriction, participants will have the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote, and any stock or other securities received as a distribution with respect to such participant’s restricted stock will be subject to the same restrictions as then in effect for the restricted stock. The Committee will establish the conditions, manner and timing under which restrictions may lapse. If employment is terminated during an applicable restriction period, shares of restricted stock still subject to restriction will be forfeited, except as determined otherwise by the Committee.

Limitations on Transfer and Per-Person Limitations. Awards are not transferable otherwise than by will or the laws of descent and distribution, unless determined otherwise by the Committee. Awards may not be pledged or otherwise encumbered. The number of Shares with respect to which stock options and SARs may be granted during any calendar year to an individual may not exceed 500,000 Shares, and the maximum aggregate amount awarded or credited with respect to cash-based performance awards to any one participant in any one calendar year may not exceed $5,000,000 determined as of the date of payout, subject to adjustment as described below.

Amendments. Except as otherwise provided in an Award Agreement, the Board of Directors (including by delegation to the Committee if its charter so permits), without approval of the stockholders, may amend or terminate the 2009 LTIP, except that no amendment can become effective without prior approval of the stockholders of the Company if stockholder approval would be required by (a) applicable law or regulations, including if required for continued compliance (i) with the performance-based compensation exception of IRC Section 162(m) or any successor thereto, (ii) under the provisions of IRC Section 409A or any successor thereto, or (iii) under the provisions of IRC Section 422 or any successor thereto, (b) any listing requirement of the principal stock exchange on which the Common Stock is then listed, or (c) the specific terms of the 2009 LTIP as approved by the stockholders (including, for example, the provisions requiring stockholder approval of certain re-pricing events).

Adjustments. In the event of certain corporate transactions or events affecting the Company’s stock, including, for example, a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or issuance of warrants, the Committee will make adjustments as it deems appropriate to prevent enlargement or dilution of a participant’s grants (including, without limitation, the total number of Shares available for issuance under the 2009 LTIP), in the number and kind of options, SARs, Shares or other property covered by Grants previously made under the 2009 LTIP, and in the exercise price of outstanding options and SARs. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company’s obligations regarding options, SARs, performance awards, and restricted stock that were granted under the 2009 LTIP and that are outstanding on the date of the event will, on such terms as may be approved by the Committee prior to the event, be (i) assumed by the surviving or continuing corporation; or (ii) canceled in exchange for cash, securities of the acquiror or other property;

Federal Income Tax Consequences. The grant of an option or stock appreciation right having an exercise price or base amount, respectively, at or above fair market value at the time of grant will create no tax consequences for the participant or the company. A participant will have no taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply. Upon exercise of an option other than an incentive stock option, a participant generally must recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. Upon a disposition of shares acquired by exercise of an incentive stock option before the end of the applicable incentive stock option holding periods, the participant generally must recognize ordinary income equal to the lesser of (1) the fair market value of the shares at the date of exercise minus the exercise price or (2) the amount realized upon the disposition of the incentive stock option shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding periods are met) generally will result in only capital gain or loss.

Other awards under the 2009 LTIP, including stock appreciation rights, restricted stock and performance awards, generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares, or other property, or the time that either the risk of forfeiture or restriction on transferability lapses on the previously delivered cash, shares, or other property. Except as discussed below, the Company generally will be entitled to an income tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option, stock appreciation right, restricted stock or other award, but will not be entitled to any tax deduction relating to amounts that represent a capital gain to a participant. Thus, the company will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares for the incentive stock option holding periods.

Section 162(m) generally disallows an income tax deduction for compensation over $1.0 million paid in any year to certain executive employees of public companies. However, the $1.0 million cap does not apply to performance-based compensation, including options and other awards, which are subject to attainment of performance goals or which otherwise qualify for the performance pay exception. The Company intends that options and stock appreciation rights, and, subject to stockholder approval of the performance goals described in this proxy statement, contingent long-term performance awards granted under the 2009 LTIP will qualify as performance-based compensation not subject to the $1.0 million cap under Section 162(m). A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation under the 2009 LTIP will be fully deductible under all circumstances. The 2009 LTIP has been designed to permit full deductibility of awards under the 2009 LTIP to the maximum extent allowed, and the Company intends to make all reasonable efforts to satisfy the conditions for full deductibility of those awards.

This general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2009 LTIP. Different tax rules may apply to specific participants and transactions under the 2009 LTIP, particularly in jurisdictions outside the United States.

Your Board recommends that Stockholders VoteFOR the Re-Approval of the Material Terms of the Performance Goals of the 2009 Long Term Incentive Plan.

Information Regarding the Independence of the Independent Registered Public Accounting Firm

The following table shows the fees paid to PricewaterhouseCoopers LLP for professional services for 20132014 and 2012:2013:

Pre-Approval Policy

The Audit Committee has the sole authority to pre-approve all audit engagement fees and terms as well as all non-audit engagements with PwC. In 20132014 and 2012,2013, all the above services were pre-approved by the Committee in accordance with a pre-approval policy.

Audit Committee Report

The Audit Committee has reviewed and discussed Innophos’ audited financial statements for the year ended December 31, 20132014 with Company management. We have discussed with the independent registered public accounting firm, PricewaterhouseCoopers LLP, or PwC, the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) in accordance with Auditing Standard No. 16, “Communications with Audit Committee.”Committee”.

We also discussed with Company management management’s assessment of Innophos’ disclosure controls and procedures as of December 31, 2013.2014. We have received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB, and we have discussed with PwC its independence.

Based on the review and discussions referred to above, we recommended to the Board that the audited financial statements for the Company be included in its Annual Report on Form 10-K for the year ended December 31, 20132014 for filing with the Securities and Exchange Commission.

Karen Osar

Gary Cappeline

John Steitz

James Zallie

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Overview of Compensation Program

The goal of our executive compensation program is to provide compensation and incentives that attract and retain top level executives and motivate them to increase shareholder value for the long-term. In achieving our goal, we seek to be fair, reasonable and competitive to all constituencies involved. Our fundamental premise is that increased value for our shareholders means increased value for our executives.

In this section, we discuss our compensation policies and objectives and the programs we have established to achieve them primarily focusing on our “Named Executives” and the positions they held for 2013:2014:

Historical compensation data for the Named Executives can be found in the “Summary Compensation Table” and supporting tables in this proxy statement following our discussion. References to the “Committee” in this discussion mean the Board’s Compensation Committee. The Committee has primary responsibility for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy along with the other duties provided in the Committee’s charter.

Compensation Philosophy and Objectives

Philosophy. Our Committee has adopted an Executive Compensation Strategy Statement that embodies our compensation philosophy and whose elements we use to design and implement our compensation programs. The Statement is as follows:

Objectives. We seek to employ our strategy to attain the objectives of recognizing performance of our Named Executives (primarily by quantitative, and secondarily by qualitative, criteria), aligning their interests with those of our investors, and retaining them for long service periods in a competitive environment.

Recognize Performance. Our Named Executives have an average of more than 2025 years in the specialty chemical business, during which time they have been promoted to increasing levels of responsibility. The amount of compensation of each of the Named Executives is intended to reflect superior experience, continued high performance and a career of prior service. Key elements of compensation that depend on Named Executives’ performance include: (i) cash bonuses based on assessment of Company and individual performance against quantitative and qualitative benchmarks on a year-to-year basis; (ii) equity related compensation; and (iii) merit increases to base salary.

Align Interests. We seek to align the interests of our Named Executives with those of our investors by grading performance on the basis of financial measurements that we believe develop long-term value for shareholders. Our view of the elements of compensation that align the interests of executives with shareholders include: (i) equity incentive compensation, which links a significant portion of compensation to shareholder value because the total value of awards corresponds to stock price appreciation and dividend rate; (ii) long-term performance award programs that focus on the growth of specified key financial measurements correlated to expectations of long-term shareholder value measured over multi-year cycles; and (iii) policies that require stock retention and ownership, protect against activities that would unduly disassociate executives from risk on their investment stakes, and that adjust for potential overpayment of incentive compensation. In 2013,2014, the performance criteria for the financial component of short-term incentives (STI) were earnings per share (EPS) goals, which were segmented based on the Company’s specialty phosphates business and its “GTSP & Other” businesses, and average working capital as a percentage of sales (WC)(AWC) goals, while long-term incentives (LTI) for the three year cycle then beginning will bewere determined on the basis of return on invested capital (ROIC) and growth in contribution margin (CM), aligning the interests of our Named Executives with those of our investors in those several respects. Our policies relating to (iii)stock retention and ownership as mentioned above are discussed in more detail below under the headings “Stock Ownership Policy,”Policy”, “Policy Restricting Hedging” and “Incentive Compensation Recoupment Policy,”Policy”, respectively.

Retain Talent. Stock retention requirements andCompetitive compensation opportunities, including contingent incentive pay based on long-term financial goals and stock retention requirements, are used to provide an incentive for senior executives to stay employed with the Company, thus retaining their skills and knowledge for shareholder benefit. In addition, we require continued service to receive maximum payment, including extended vesting and exercisability on stock options for participants who retire, restricted stock awards subject to forfeiture, unless future service is completed, and performance share awards that pay out fully only if an executive participant remains employed by the Company for the entire multi-year performance period. We also enhance our retirement program by making larger contributions to participants as they near retirement age, which often correlates with longer service.

Impact of Prior “Say on Pay” Vote

In May 2013,2014, as part of the annual “say on pay” vote under the Dodd-Frank Act, our stockholders passed an advisory resolution approving the compensation of our Named Executives as set forth in our proxy statement by an affirmative vote of 92.5%94% of the votes cast on the proposal. The Committee believes the vote was confirmatory of its compensation philosophy and its prior efforts in designing and implementing compensation policies and programs that have been successful in promoting growth in shareholder value by our Named Executives. As evidenced elsewhere in this discussion, for 20132014 and into 2014,2015, the Committee did not find it necessary or desirable to make material changes in compensation programs as a result of the advisory vote or any other input from stockholders. The Committee nevertheless continues to make changes and adjustments to programs from year to year based on its perception of business needs and the need to ensure that the programs continue to be effective in incentivizing performance and retaining talent under changing business conditions.

Setting Compensation

Based on the objectives discussed above, the Committee structures the Company’s executive compensation programs and implements them to motivate executives to achieve the business goals set by the Board. Normally, compensation programs are determined on an annual basis, but the Committee may revise, initiate or discontinue programs at any time. The Committee has also regularly engaged outside consultants to assist in making compensation related decisions. See “The Board of Directors and its Committees-Compensation Committee” elsewhere in this Proxy Statement.

The Committee’s consultant for 2013,2014, Mercer, completed a study to evaluate competitive levels of executive base pay, short-term bonus and long-term incentives. The study compared Innophos executive compensation to executive compensation from a group ofSpecifically, Mercer reviewed peer companies, as shown below, with 2013 revenue ranging from $310 million to $2.82 billionwhich were chosen based on their businesses operating in the same or similar industries as Innophos and with market capitalization ranging from $314 million to $6.2 billion. Statistical

based on their financial statistics being reasonably comparable to Innophos in terms of size, measured by revenues and market capitalization. Statistical analysis was used to adjust the compensation data to reflect the Company’s size (focusing primarily on revenues of approximately $900 million)$400 million to $1.6 billion) compared to the peers. This information was aged forward through 20132014 using a 3.0%2% average executive wage change data, which Mercer considered applicable by Mercer and was used by the Committee as the principal basis of making base salary adjustments for the Named Executives for 2014.2015. In so doing, the Committee followed the same process of peer identification, refinement and comparability development during 20132014 and timed its adjustments for as early in the following year as practicable, as it has done in previous years.

Pay levelsIn general, these peer group companies are used for our Named Executives were comparedthe following:

In making compensation decisions, the Committee compares elements of Company compensation against available data from the relevant peer group, whose constituents are reviewed and approved by the Committee generally on an annual basis. A significant percentage of total compensation normally is allocated to incentives

as a result of the philosophy mentioned above. In 2013,2014, the Committee reviewed the basis for allocating between short-term and long-term incentive compensation, and, making use of information provided by Mercer, determined the appropriate level and mix of incentive compensation and guideline levels for long term incentive grants. The Committee’s considerations regarding long-term incentives resulted in a grant, under our existing 2009 Long Term Incentive Plan (the “2009 Plan”), to the Named Executives made in March 20132014 (the “2013“2014 LTI Grant”). The 20132014 LTI Grant consisted of value allocated approximately 50% in performance shares, 30% in restricted stock and 20% in non-qualified stock options. The proportions and composition of equity components in future grants may differ based on the Committee’s perception of business needs and changing business conditions.

Role of Executive Officers in Compensation Decisions

The full Board determines compensation for the Chief Executive Officer (CEO). The Committee determines long term compensation and advises on overall compensation for the other Named Executives and makeswhile at the same time making recommendations to the full Board with respect to CEO compensation.all compensation for the CEO. The process for the CEO is an ongoing one with elements of periodic self-scoring and evaluation and review by the Committee with the CEO,CEO. This process is followed by an annual review by the Committee with the CEO and by the Committee with the full Board. For the other Named Executives, the conclusions and recommendations, including salary adjustments and annual cash and equity award amounts, are presented by the CEO to the Committee for its consideration and discussion annually (or in connection with a new hire). This process involves a review of pertinent materials and sources, including scoring and obtaining input from other members of the Board of Directors, regarding performance of the Named Executives. In addition to the services of outside consultants and counsel, the Committee has regularly called upon the Vice President, Human Resources for assistance and advice in reviewing recommendations, designing compensation plans, providing leadership in succession planning, and generally supporting the Committee’s functions. The Committee considers these recommendations and all factors it deems relevant in making its determinations on the compensation of the Named Executives.

Coincident with the Company’s finalizing full year audited financial statements, the Committee’s goal is to take action on salaries and short-term incentives by March of the following year. The Committee’s goal for long-

termlong-term incentives, given the design requirements of multi-year cycles, is to act as soon as feasible after parameters for those cycles can be evaluated and not later than when the short-term incentives are determined. For 2013,2014, the Committee completed its design, targeting and award activities on a timely basis in that framework.

20132014 Executive Compensation Components

For 2013,2014, the principal components of compensation for Named Executives were:

Base Salary

The Company provides the Named Executives with base salary to compensate them for services rendered during the fiscal year. Base salary ranges are determined for each executive according to his or her position and responsibility, as well as the current market-competitive level for similar positions. Base salary ranges are designed so that salary opportunities for a given position will be approximately (within +/- 15% of) the market median for the base salary established for each position. Base salaries are also periodically reviewed to determine if they require “market” adjustments.

Salary levels are typically considered annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. Increases to salaries of Named Executives made at that time may be “merit” based, depending on the Committee’s assessment of the individual’s performance taking into consideration the market competitive level of such increases.

During the first quarter of 2014,2015, the Committee reviewed the current Named Executives’ base salaries. Following that review, the Committee approved merit increases effective January 1, 2014 for Messrs. Feuerbach, Farran, Calvarin and Golowski of 4.6%, 3.0%, 7.6% and 10.3%, respectively. Mr. Calvarin’s and Mr. Golowski’s increases were deemed appropriate based on changes in job responsibilities resulting from an internal management re-alignment of the “Leadership Team” (discussed below under “Short Term (Annual) Incentive Compensation”) which was effective during the first quarter of 2014. Mr. Gress received a base salary increase of 2.9%.as shown below. The Committee considered all salary adjustments competitive and in line with comparable positions in the peer group.

Short Term (Annual) Incentive Compensation

This compensation component is embodied in the 2010 Executive, Management and Sales Incentive Plan with targets established in a program for 20132014 (the “2013“2014 STIP”). The 20132014 STIP governed all short term incentive awards granted through December 31, 2013,2014, even if not paid until later. The plan provides the Committee latitude to design for the Named Executives cash-based, short term incentive compensation award packages to promote high performance and motivate executives to achieve annual corporate and individual goals. The Named Executives participated in the 20132014 STIP along with other Company employees worldwide. Except as provided otherwise in individual employment agreements, participants must be employed by the Company at the time of payment of the award in order to receive such award (normally in March of the fiscal year after the year in which it is earned).

Under the 20132014 STIP, the Named Executives could receive individual, market-competitive bonuses (based on ranges of performance from “threshold” to “maximum” and centered on “target”) measured as a percentage of base pay that would be earned if the executives achieved requisite performance for applicable annual goals. The following table shows the 20132014 target bonus percentages for each Named Executive:

Typical of prior practice, Company-wide and individual performance goals were used to determine the level of payout under the 20132014 STIP. If “target” performance were achieved with respect to both goals, by definition, the Named Executives would receive 100% of their weighted financial target bonus and 100% of their weighted individual bonuses. If “threshold” performance were achieved for both goals, the Named Executives would receive 50%33% of their weighted financial target bonus and up to 100% their weighted individual bonus (there is no fixed threshold level for individual performance). If “maximum” performance were achieved for both goals, by definition, the Named Executives would receive 300% of their weighted financial target bonus and 200 % of their weighted individual bonus. Financial performance below the threshold level would result in no payout under the program, and financial performance above maximum would not result in a total bonus payment in excess of 270%, assumingboth exceptional Company and individual performance. Financial performance between threshold and target performance and between target and maximum performance is interpolated to determine payout level. For individual performance, scores are interpolated between 0 and 200% with 100% being the target.

For 2013,2014, 70% of the award (the weighted financial target) for the Named Executives was based upon the Company financial goal, or “C Factor.”Factor”. This goal, measured globally for the Company as a whole and for all Named Executives in the same manner, was achievement of the levels indicated in the table below for 2013 with a weighting of 90%2014. Similar to prior years, the C Factor goal was split between separate goals for earnings per share (EPS), which had a combined weighting of 90%, and 10% foraverage working capital as a percentage of sales (WC),(AWC) with a 10% weighting, in each case derived from the Company’s financial results:results. With respect to EPS, this goal was segmented in 2014 between EPS results for the Company’s specialty phosphates business with an 80% overall C Factor weighting and the Company’s other businesses such as its GTSP business (known as “GTSP & Other”) with an overall C Factor weighting of 10%. Additionally, the specialty phosphates EPS factor was designated as a “gating” factor whereby a below threshold performance on this factor would result in the equivalent of a below threshold performance for the entire C Factor, regardless of the performance on GTSP & Other or AWC. Exact performance goals for 2014 were set as follows:

In the table above, the 2014 STIP performance base measure of EPS was defined as fully diluted earnings per share as evidenced by the audited consolidated statement of income of the Company as reported in its Form 10-K filed with the SEC. The 2014 performance base measure of AWC was defined as the percentage derived from (i) the twelve month average of total current assets excluding cash, minus (ii) the twelve month average of total current liabilities excluding short-term debt, divided by net sales, of the Company as reported in its Form 10-K filed with the SEC. Base measures may be adjusted upward or downward by the Committee to reflect equitable circumstances not taken into account in strict applications of US GAAP. These adjustments have allowed for exclusion of certain out of period or unusual expenses or revenues, such as settlement of long running legal or regulatory proceedings and expenditures for long lived rights like development of the Company’s phosphate mining concessions in Mexico.

The remaining 30% of the 20132014 STIP award target (the weighted individual target) for the Named Executives was based upon achieving individual performance objectives, or “P Factors.”Factors”. These are specific goals within the plan participant’s area of responsibility that are considered to influence either the C Factor results or otherwise positively affect short and long-termterm Company performance. P Factors typically fall into one or more of five categories: (1) safety, quality, governance and compliance; (2) strategic actions; (3) revenue, business and/or margin growth; (4) cost reduction; and (5) other. The P Factors are developed during meetings of the Company’s “Leadership Team” (composed of senior management in the various business areas) so that the individual goals

are consistent with, and help contribute to, overall Company performance. In establishing P Factors, consideration is given to values they bring to the Company (other than as directly related to C Factors) and an assessment of achievability during the award period. Within that framework, the Committee seeks to have “target” levels set for P factors that are realistic, attainable and quantifiable whenever possible, but challenging to the executives.

Achievement of target performance results in 100% payout of the “P Factor”P Factor portion of the target award. Achievement below target may result in payout between 0 and 99% of the “P Factor”P Factor portion depending on the percentage achievement of the individual objectives by the scoring method used for the STIP. Achievement of maximum performance can result in a payout of 200% of the “P Factor”P Factor portion of the target award (or, at the P Factor weight, 60% of the total target STIP award). In practice, however, “P Factor”P Factor scores above 150% are considered to have a very low probability of attainment.

For a number of years, the Committee has maintained a policy of not paying this incentive, regardless of individual performance, unless the Company achieves the overall minimum financial performance level for its global financial goals (i.e. threshold on the C Factor, or if there are multiple components to that factor, threshold for at least the primary component.) As noted below, thecomponent). The Committee adhered to this policy for 2013.2014 with respect to the EPS threshold only for its specialty phosphates business and a below threshold performance in this segment would result in no payment. However, in the event the Company achieved below threshold in the other two C Factor segments of GTSP & Other or AWC, there would still be a potential to receive a payout as long as the threshold on the specialty phosphates business was achieved. The Committee changed its policy on these two segments due to the volatility and disproportional influence of such factors on the Company’s overall performance.

Subject to the above criteria, the calculation of a proposed award under the 20132014 STIP could be expressed as a formula:

Base salary x Target Percentage x (weighted C Factor results + weighted P Factor results)

Based on Companythe Company’s financial performance, the C Factor threshold for 2013,specialty phosphates was exceeded as noted above and the overall 2014 C Factor score applied to all Named Executives was below threshold for both components, resulting in no payout on the 2013 STIP. This differed from 2012 when1.19, or 119% of target. The final C Factor score, including adjustments to the 2014 audited financial results exceeded threshold, and, accordingly, payments were made on bothpresented by management, was determined proper by the C Factor and P Factor for all participants. Committee in accordance with the STIP.

Based on the Company’s failurescoring process pertaining to achieve a threshold financial performance level, nonetheir personal objectives for 2014, Messrs. Gress, Harrer, Feuerbach, Farran, Calvarin, and Golowski achieved 2014 P Factor scores of 0.94, 1.12, 1.20, 1.32, 1.12 and 0.94, respectively. The Named Executives’ P Factor determinations for 2014 reflected the following individual achievements:

Taking into account the achievement of the applicable C Factors and P Factors, awards for the Named Executives nor any other participant, received any payment under the 2013 STIP. For that reason, we have omitted the table normally included in this discussion showing the detailed calculation of STIP awards covering both factors for each Named Executive. Likewise, we have omitted our narrative discussion of the individual P Factor achievements of the Named Executives toward their respective goals, as those efforts did not result in the executives receiving payments under the 2013 STIP.

The Committee approved changes to the 2014 STIP were as well as the 2014 LTIP to enhance the motivational impact of such incentive compensation plans going forward while also reinforcing achievement of core business objectives. See “Changes tofollows:

CALCULATION OF 2014 STIP AWARDS

After reviewing and LTIP”discussing the results, the Committee approved a 2015 STIP consistent with the changes approved in 2014 as noted above, except that the Committee reduced the maximum payout for the C factor in the 2015 STIP from 300% to 200% of target performance based on input regarding current market conditions for short term incentive programs at similar public companies.

Long Term Incentives

Our principal tool for supporting an LTI program has been the 2009 Plan which was approved by stockholders at the 2009 Annual Meeting. The 2013 LTI Grants were awarded to the Named Executives at levels which the Committee considered to be a market-competitive and consistent with our established LTI guidelines (as discussed under “Setting Compensation”). The 2013 LTI Grants were in the form of “performance shares” (50% of value), “restricted stock” shares (30% of value) and “stock options” (20% of value), a proportion that may vary by Named Executive or from year-to-year in future grants. The 2009 Plan allows for a varietygrants of different typesperformance shares, restricted shares and stock options, and we regularly grant these forms of incentives, and future grants may include types and combinations differing fromLTI to align the interests of executives with those awarded previously.

The 2013 LTI Grant to the Named Executives consisted of the following:shareholders.

Performance Shares. These are authorized (but as of yet unissued) shares of the Company’s Common Stock which it is obligated to issue and deliver to participants if pre-established measures of Company performance are met for the multi-year performance cycle related to each award. The number of performance shares awarded at target is determined by dividing the value allocated to that component by the price of the Common Stock determined on a 90 day trailing average. Except as provided otherwise in employment agreements and in cases of retirement, performance shares cannot be earned, unless the participant’s employment continues through the cycle and at least the minimum goals for the cycle are met. Performance shares may also be awarded with dividend equivalents which are paid only on the distribution of performance shares, if earned.

Restricted Shares. These are shares of Common Stock issued at the time of award, which vest according to a schedule established at that time (a three year schedule, similar to that for options, was utilized for the 20132014 LTI Grants). A 90 day trailing average price is used to determine number of restricted shares awarded (for 2013, 30% of total 2013 LTI Grant).awarded. Restricted shares do not depend on performance and participants may vote and receive dividends in the interim on these shares.

Stock Options. These are non-transferable rights to purchase Common Stock at a fixed exercise price that normally vest in installments and remain exercisable over an extended term. The number of stock options granted is determined by dividing the stock option value awarded (for 2013, 20% of total LTI award) in dollars by the estimated grant date economic value of each option as calculated using a Black-Scholes methodology and a 90 day trailing average price to which that methodology is applied. Options granted in the 20132014 LTI Grants will be outstanding for up to ten years from date of grant and vest (and first become exercisable) ratably over three years on each of the succeeding anniversaries of the grant date. All awards of stock options under the 2009 Plan have been made, and will be made, at or above the fair market value of the underlying stock at the time of the award. Since the Common Stock is publicly traded, options normally will be granted with an exercise price equal to the closing price of the stock on the NASDAQ Global Select Market on the date of the grant. The Committee will not grant options with an exercise price that is less than the closing price of the Company’s Common Stock on the grant date, nor will it grant options which are priced on a date other than the grant date.

The 20132014 LTI Grants were awarded to the Named Executives at levels which the Committee considered to be market-competitive and consistent with our established LTI guidelines (as discussed under “Setting Compensation”). The 2014 LTI Grants were in the form of “performance shares” (50% of value), “restricted stock” shares (30% of value) and “stock options” (20% of value). We believe that this mix of LTI is effective in motivating and retaining executives, while aligning the interests of executives with those of shareholders, but the 2009 Plan allows for a variety of different types of incentives, and future grants may include types and combinations differing from those awarded previously in order to address market conditions.

The following table shows the 2014 LTI target bonus percentages for each Named Executive:

The portion of the 2014 LTI Grant (consisting of a performance cycle covering the years 2013, 2014, 2015 and 2015)2016) allocated to performance shares uses two performance measures,metrics, Contribution Margin Growth (“CMG”) and Return on Invested Capital (“ROIC”), which are each weighted at 50%, to determine the number of performance shares issued at the end of the three year cycle.

Beginning with the 2014 LTI Grant, performance is assessed independently in each of the three years of the performance period, with results summed to determine the total payout at the end of the year. This differs from prior grants, where performance was assessed relative to goals set for the full three year cycle and results were averaged over the three years.

Specifically, each year’s performance applicable to the calculation of performance shares awarded in the 2014 and 2015 LTI Grants is calculated individually (not averaged) and weighted to affect one third of the overall result. Consequently, no performance shares will be earned for the three year cycle only if performance were to fall below the threshold level applicable to all three individual years of that particular cycle. If the threshold level of performance were achieved in a particular year of the cycle, the Named Executives would earn the threshold percentage of the target performance share award for that specific year. If maximum performance were achieved in a particular year, the Named Executives would earn 200% of one third of the target performance share award (i.e. 66% of the potential 200% for the entire cycle). Performance between threshold and target and between target and maximum performance is to be interpolated to determine the amount of performance shares earned.

CMG is calculated as the growth in total contribution margin generated, expressed as a percentage, for each of the three years in the performance cycle (2013, 2014(2014, 2015 and 2015), less three times the base period (the year immediately preceding the cycle, or in the case of the 2013 awards, 2012)2016). The CMG is then translated into a CMG Bonus Factor, as shown in the summary table below, and is interpolated for actual CMG results between the noted figures in the table.

Subject to the component definitions, the formula for determining theThe ROIC percentage for each year in the performance cycle applicable to the 2013 LTI Grants is a three year average of each individual full year’s ROIC calculated as follows:

The ROIC Bonus Factor achievement potential ranges from zero to 200% based on attained ROIC centered on aA target goal is set for each performance measure considering the Company’s strategic plan and linked with a target payout and each performance measure (CMG and ROIC) are weighted at 50%. A range of a three year average ROIC of 14.5%, as shown in the summary table below. The ROIC Bonus Factor is interpolatedperformance outcomes are then determined for actual ROIC results between the notedeach measure and linked with minimum and maximum figures in the table.

Finally, the percentage payout factor (or “PPF”) is derived by multiplying the CMG Bonus Factor by its 50% weighting and adding that result to the ROIC Bonus Factor multiplied by its 50% weighting.payouts. The resulting PPF is capped at a maximum payout for CM Growth performance is 300% of target and for ROIC is 200%. of target. Additional caps are applied depending on the ROIC performance as noted in the table below.

Percentage Payout Factor “PPF” = (CM Growth Bonus Factor x 50%) + (ROIC Bonus Factor x 50%)

The performance parameters for the 20132014 LTI Grants are subject to adjustment in the case of business acquisitions by the Company. These depend on approval of acquisition case forecasts and their consolidation into previously established base financial projections, including updating for post-closing adjustments, and resulting, as applicable, in revised targets for ROIC applied in the grid.

A similar approach to LTI Grants was used in 2015 as was used in 2014. The Company used a combination of stock options vesting in annual installments, restricted stock vesting in annual installments and shares awarded based on selected aspects of Company performance over a multi-year cycle as its principal basis for future long-term incentive awards so long as sufficient shares are made available to support such programs.

The table below shows, for the performance cyclecycles applicable to 2013the 2012-2014 LTI Grants, the threshold, target and maximum goals that were set, as well as the levels that have been set for LTI awards in prior performance cycles related to 2013 and the levels of achievement (including estimated on an interim basis) obtained under the programs.

LTIP Performance Measured By Goal and Achievement

Future performance cycles may be based on different targets or measurements, including different time periods or measurements other than ROIC or CMG, as the Committee continues to work to achieve best alignment of management incentives and investor returns. The achievement levels of awards were selected and set by the Committee in 2013 in light of the facts and circumstances known about the Company’s historical, budgeted and projected business and prospects at that time.

Under the LTIP, no performance shares are earned if performance were to fall below the threshold level applicable to the particular cycle. If the threshold level of performance were achieved, the Named Executives would earn the threshold percentage of the target performance share award. If maximum performance were achieved, the Named Executives would earn 200% of the target performance share award. Performance between threshold and target and between target and maximum performance is to be interpolated to determine the amount of performance shares earned. As the preceding table above indicates, unlike the LTI grants provided in 2010 where performance shares were paid out in 2013 at a 175% of target rate, no payout of performance shares was made in 20142015 on the LTI grant made in 2011.2012. In addition, no payout of performance shares is expected in 20152016 on the LTI grantsgrant made in 2012, and2013. However, due to the prospect of achanges to the LTI awards in 2014, the payout of performance shares in 20162017 from the LTI grants made in 20132014 will be at least 39% of three year target, but, at this point, is considered minimal.

The Committee approved changes for the performance cycle covering the LTI grants made in 2014 under the 2009 Plan (the “2014 LTI Grants”) which last during 2014, 2015 and 2016. “See Changes to 2014 STIP and LTIP” discussed below.

By using a mix of stock options and performance share awards, and in its more recent awards restricted shares, the Company has been able to enhance shareholder value and compensate the Named Executives for

activities associated with improvements to the business. Conversely, where goals have not been met, pay has been reduced commensurate with performance. Of course, these stock based programs deliver the maximum effect only when the value of the Company’s stock increases and therefore are believed to motivate appropriate actions to deliver strong performance in support of the stock. The programs also encourage retention of equity through installment vestingprojected over extended periods and by imposing forfeitures for terminations.

The Company anticipates using a combination of stock options vesting in annual installments, restricted stock vesting in annual installments and shares awarded based on selected aspects of Company performance over a multi-year cycle as its principal basis for future long-term incentive awards so long as sufficient shares are made available to support such programs.

Changes to 2014 STIP and 2014 LTIP

STI Changes

The Committee reviewed with management the causes underlying the shortfalls in performance on the 2013 STIP and concluded, in part, that certain structural features of the C Factor components should be modified for 2014. More specifically, for 2014, the performance parameters were shifted to emphasize EPS attributable to the core of the Company’s business in “Specialty Phosphates” by giving that segment a separate weighting of 80% of the overall C Factor. Meanwhile, the small and historically more volatile “GTSP and Other” segment, believed to disproportionately influence overall EPS as evidenced in 2013, is now weighted at 10% for 2014, along with WC, which remains unchanged at 10% from the 2013 STIP. Through this action, the Committee clarified that Specialty Phosphate results are to be the main factor driving STI payout as concerns EPS and, at the same time, it limited a minor business segment’s ability to unduly affect STI payouts positively or negatively.

LTI Changes

Since performance shares have accounted for approximately 50% of the value allocated to LTI grants and circumstances indicated extended periods without share distribution were ensuing, in March 2014, the Committee took measures prospectively to restore what it perceived as the diminishing effectiveness of this important program. Thus, in preparation for grants to be made this year, the Committee reviewed the underlying business related causes of the performance shortfalls for the noted cycles, including the levels at which goals had been set, and the design structure of the program applicable to the LTI grants previously issued. The Committee concluded that while the three year performance cycles previously established as the norm were an appropriate and typical periodcycle to measure long term value growth, the averaging procedure being used could not accommodate sufficiently for single years in a performance cycle, such as 2013, where the measured results were substantiallybe below the threshold goals established for the cycle, even though the other two years might have superior results (i.e. at target or above).target.

Consequently, the Committee approved changes to the program applicable to the LTI grants issued in 2014 (the “2014 LTI Grants”) for the performance cycle covering 2014, 2015 and 2016. Each year’s performance applicable to the calculation of performance shares issued in the 2014 LTI Grants will be calculated individually (not averaged) and weighted to affect one third of the overall result. Goals for the performance cycle applicable to the 2014 LTI Grants are set at the beginning of 2014 for all three years. After calculating each year individually, the weighted results will be added together to derive a total payout performance factor for the full three year cycle. Despite these changes allowing participants to determine if performance shares are being earned for each year in the cycle, payouts will not be made (and participants will not be eligible for distributions) until the completion of the full cycle, thereby maintaining the 2009 Plan’s longer term retention value. Measures of CMG and ROIC, set at levels derived from budget and forecasts the Committee believes are realistic for the cycle, will remain, and the formulas for determining payouts are the same as those applicable to the 2013 LTI Grants.

Incentive Compensation Recoupment Policy

The Company has a policy to “seek to recover incentive compensation paid to any executive as required by the provisions of the Dodd-Frank Act or any other “clawback” provision required by law, rule or the listing requirements of the NASDAQ Global Select Market or any other exchange on which the Company’s equity securities are traded.” The policy vests the Committee with full authority and empowers it to enforce the policy on behalf of the Company and to promulgate necessary or desirable rules to carry it out. Upon enactment of definitive standards, rules or listing requirements by the SEC or an applicable exchange, the Committee is also required to develop and present for consideration and enactment by the Board of Directors any amendments to the policy as such Committee deems in the best interests of the Company and its stockholders. Beginning in 2012, LTI grants were made explicitly subject to the policy and, commencing with 2013,2014, the same was done for the STI program. As participants in those programs, the recoupment policy extends to the Named Executives.

Stock Ownership Policy

The Committee believes that management should maintain substantial ownership interests in Company stock. The Named Executives are subject to the Company’s Executive and Director Stock Ownership Policy adopted by the Board as amended and restated in February 2009. Under that policy, executives were afforded until March 2014 (or five years after hire) to achieve and maintain a level of ownership of Common Stock equal in value to a set multiple of their annual base salary. The policy established the multiple for directors at five times (5x) annual cash retainer, for the CEO at five times (5x) base compensation, for the Chief Financial Officer and the General Counsel at two times (2x) base compensation and for the other executives at one time (1x) base compensation. As of December 31, 2013,2014, based on the computational rules under the policy, all our Named Executives and directors already were in compliance with the requirements.requirements, except for Messrs. Harrer and Zallie, who joined the Company in 2014.

Policy Restricting Hedging

The Dodd-Frank Act requires issuers to disclose in their proxy materials whether employees or directors are able to purchase financial instruments (such as swaps, collars and forward contracts, etc.) designed to offset decreases in the value of equity securities granted or held by those persons, a practice commonly known as “hedging.” Among other things, hedging by members of management has been criticized as contributing to lack of alignment with stockholder value, imprudent business practices and promoting undue risk taking. Since becoming publicly traded in 2006, the Company has maintained in effect a “Statement of Policy …Concerning Securities Trading and Disclosure of Confidential Information” (the “ITP”). The ITP applies to “senior personnel,” a term including all participants (among whom are our officers and directors) in the Company’s equity based plans (such as the 2009 LTIP), and, among other things, prohibits them from (i) short-selling Company stock or (ii) purchasing, selling or engaging in any other transaction involving “derivative” securities (that is, securities related to the value of Innophos equity securities), except for grants under Company employee benefit plans. As a result of these restrictions, the Committee believes the ITP effectively curtails hedging activities by those persons. The Company’s employee benefit plans dealing with stock are administered by the Committee in observance of SEC Rule 16b-3, which excludes all but disinterested directors from decision making as to the nature and timing of awards. Moreover, grants and awards under those programs are made at current fair market value and are not transferable, nor can they serve as collateral until an underlying security is issued, so, in any event, they cannot support interim hedging instruments.

Retirement and Other Benefits

The Company provides savings and retirement programs to the Named Executives. These plans are offered to remain competitive in the market and assist Named Executives in planning for their future, allowing them to better focus on Company needs.

All employees in the United States (including the Named Executives) are eligible to participate in the 401(k) Savings Plan, a tax qualified, defined contribution plan (the “DCP”) maintained by our subsidiary, Innophos, Inc. The participating U.S. Named Executives (and all other participating U.S. employees) receive annual retirement

contributions from the employer calculated on the basis of age and eligible earnings which are deposited into a self-directed, multi-vehicle investment account maintained by an independent trustee. The annual retirement feature of the DCP is non-contributory for participants, and employer contributions are fully vested for participants after three years of company service. In addition, Named Executives whose total eligible compensation exceeds the Internal Revenue Code limits in the qualified plan are entitled to participate in the non-qualified “Innophos, Inc. Retirement Savings Restoration Plan” (the “Restoration Plan”). That plan, which is operated in conjunction with a “rabbi trust,” provides a non-elective benefit according to the same formula for eligible earnings that exceed the limits under the qualified plan (including, among others, the limitation on the amount of annual compensation for purposes of calculating eligible remuneration for a participant under a qualified retirement plan ($255,000260,000 in 2013)2014). It does not duplicate benefits paid under the tax qualified plan.

The savings plan feature of the DCP is a tax-qualified retirement savings plan under which eligible participants in the U.S. (including the Named Executives) are able to contribute up to 100% of their annual salary (or the limit prescribed by the Internal Revenue Service for a particular plan year) to the DCP on a before-tax basis. The employer matches 100% of the first 4% of pay that is contributed by the participant. Enrollment in the savings plan is automatic for newly hired employees (with “opt-out” features), and Company matching contributions, which previously had vested at the rate of 25% per year, became fully vested immediately.

All Named Executives were fully vested in the DCP employer annual retirement contributions (except for Robert Harrer, who will fully vest in March 2017) and in the Company match feature of the savings plan.

The DCP is the prevalent type of retirement plan sponsored by U.S. employers today, and we believe it is the most appropriate retirement vehicle consistent with providing benefits, participant involvement and protection against risk to the stockholders’ investment. In particular, we believe that our DCP and Restoration Plan are representative of programs being afforded to executives in the U.S. by the majority of our competitors and compare favorably to others based on overall employer contribution levels and the weight given to employees with higher levels of eligible compensation and greater seniority such as our Named Executives.

In addition, U.S. senior executives are eligible for executive disability and life insurance coverage by personal election. Messrs. Gress, Feuerbach (as to the disability coverage only) and Messrs. Harrer, Farran, Calvarin and Golowski have elected coverage under these benefits that are offered to partially compensate for limits in the general employee benefit coverage that restrict the income protection for executives.

Perquisites and Other Personal Benefits

We provide the Named Executives with perquisites and other personal benefits consistent with our compensation strategy under “Compensation Philosophy and Objectives.” The Committee periodically reviews the levels of perquisites and other personal benefits.

All Named Executives are provided with a capped reimbursement of expenses for certain financial planning and tax preparation assistance. Mr. Gress is provided a taxable car allowance of $1,000 per month. The Company pays $971 per month for a leased vehicle for Mr. Golowski.

Attributed costs of the personal benefits described above for the Named Executives for the fiscal year ended December 31, 20132014 are included in the “All Other Compensation” column under the “Summary Compensation Table.”

Executive Employment Agreements

The Named Executives all have executive employment agreements with the Company entered into before 2013.Company. The agreements for the Named Executives were developed to provide them with current, market-competitive employment protections, furnish additional motivation, and thereby retain them in their key roles at the Company. The Committee utilized the services of its consultant in developing and reviewing the terms of the

agreements and relied on outside counsel to the Company in negotiating and documenting them, while the executives were separately represented. The agreements are described in more detail under the caption “Related Transactions-Employment Agreements.”

Additional details concerning the amounts payable to the Named Executives relating to severance benefits, including those in connection with a change-in-control, are included elsewhere in this Proxy Statement under the caption “Potential Payments upon Termination or Change-in-Control.”

Tax Implications—Deductibility of Executive Compensation

As part of its role, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code, which provides that the Company may not deduct compensation of more than $1,000,000 in non-performance based compensation that is paid to certain individuals. BasedAssuming the approval of Proposals 4 and 5 as presented elsewhere in this Proxy Statement, and based on other assumptions it considers reasonable at the present time, the Company believes that substantially all of the compensation expected to be paid to each Named Executive under the compensation programs will be fully deductible for federal income tax purposes. However, in certain situations, the Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

Compensation Committee Report

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion & Analysis required by Item 402(b) of Regulation S-K with management, and based on that review the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement.

Gary Cappeline

Amado Cavazos

Karen OsarLinda Myrick

John Steitz

Summary Compensation Table

The following table sets forth certain compensation for the Company’s Chief Executive Officer, all persons who served as Chief Financial Officer in 2013,2014, and the three other most highly compensated executive officers who were serving as officers at the end and during 20132014 for the Company and its subsidiaries:

Summary Compensation Table