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 isFor a philosophy of lawful conduct and ethical behavior toward the various interests affecting or forming partdiscussion of the corporate landscape. To fulfill its responsibilitiescompensation paid to Mr. Gress, a former director, in 2015, see “Executive Compensation” appearing elsewhere in this Proxy Statement. Mr. Gress received no additional compensation for serving on our Board. Dr. Mink joined our Board in January 2016. For a discussion of her compensation arrangement, see “Executive Compensation” appearing elsewhere in this Proxy Statement. Dr. Mink will not receive any additional compensation for serving on our Board. Messrs. Thomas and to discharge its duty, theZatta joined our Board of Directors follows the proceduresin January 2016 and standards that are set forththerefore received no director fees 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”, then “Corporate Governance”, and then “Documents and Charters”.2015.

Policy on Communications from Security HoldersRelated Party Transactions 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

Policies and Procedures for Related Party 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 Committeecommittee for individual approval. The standards applied by the applicable Committeecommittee 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.

SinceThe following is a description of transactions since January 1, 2015 to which we have been a party, in which the beginning of 2014, the Company has engaged in no transaction, nor is it aware of any currently proposed transaction,amount involved exceeds $120,000, and in which any related personof our directors, executive officers or holders of more than 5% of our share capital, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

ProposalsDirector and Executive Officer Compensation and Related Agreements

The Board will present to the stockholders for their considerationSee “Directors and approval at the Meeting the five Proposals detailed below.

Proposal 1

Election of Board Members

The Company’s certificate of incorporationCorporate Governance—Director Compensation” 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 seven with all the directors’ terms of office set to expire with the 2015 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.

Randolph Gress		Age:		59
		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:		59
		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 2012. Previously she was Group Manager for Research & Development for Air Liquide Santé International 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:		65
		Director Since:		2007
		Current Committees:		Audit (Chair) 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:		56
		Director Since:		2009
		Current Committees:		Audit and Compensation
		Biography and Other Directorships:		John Steitz was 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, from 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 recommends that Stockholders VoteFORall 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 2014 and 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”, the Audit Committee selected PwC to serve as the Company’s independent registered public accounting firm for 2015. The stockholders are being asked to approve that selection.

Your Board recommends that Stockholders VoteFOR the Approval of the Selection of PwC as Independent Registered Public Accounting Firm for 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”, 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”. 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 2015 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 2015 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:

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.

Your Board recommends that Stockholders VoteFOR the advisory vote approving 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“Executive Compensation” appearing elsewhere in this Proxy Statement for information regarding 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 expectedcompensation, including severance payments, that we have paid to meet certain criteria, including high performers or high potential, managers of areas having high impact on the business, or functional experts.

Base Salaryour directors 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 membersthe terms of the “Leadership Team”,employment agreements and a range from 25-50% on C Factorrelated agreements with our Named Executives.

Indemnification Agreements and 50-75% on P FactorDirectors’ and Officers’ Liability Insurance

We have entered into an indemnification agreement with each of our directors and executive officers. Under those agreements, we have agreed generally to indemnify the executive officers and directors against liabilities, including advancing litigation expenses, incurred in connection with their service for allour Company, its subsidiaries or other participants. In general, the bonus equals base salary times target percentage times commonentities at our request. We also maintain directors’ and personal results. Full achievement of target is assumed to equal 1.0officers’ liability insurance for both factors with actual scores as low as zero for either factorour directors 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 forofficers.

Consultant Arrangement

During the year ended December 31, 2014. The amounts2015, the Company paid $264,993 to be paid inHudson Gain, a consultant to 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 fromCompany, for certain consulting services. Jean Marie Mainente, 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 andSenior Vice President, Human Resources, acting aswas a committeeconsultant 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 powerHudson Gain until she joined Innophos 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.July 2015. Ms. Mainente’s

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 at Hudson Gain was based, in part, on the Company’s Common Stock, and serves as the central vehicleservices that she provided to clients of the Company’s long term incentive program. The 2009 LTIPHudson Gain, including Innophos, for whom she performed a significant amount of services. This transaction 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”, includingratified by 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 datemembers 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;Nominating & Corporate Governance Committee).

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

Auditor Fees

The following table shows the fees paid to PricewaterhouseCoopers LLPPwC for professional services for 20142015 and 2013:2014:

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 20142015 and 2013,2014, 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, 20142015 with Company management. We haveThe Audit Committee discussed with the independent registered public accounting firm, 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”.

WeThe Audit Committee also discussed with Company management management’s assessment of Innophos’ disclosure controls and procedures as of December 31, 2014. We have2015. The Audit Committee has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB, and we havethe Audit Committee has discussed with PwC its independence.

Based on the review and discussions referred to above, wethe Audit Committee 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, 20142015 for filing with the Securities and Exchange Commission.

The Audit Committee

Robert Zatta (Chair)

Karen Osar

Gary Cappeline

John Steitz

James ZalliePeter Thomas

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 executive officers, as defined under SEC rules, identified below under “Named Executives”Executives,” which officers we refer to herein as our “Named Executives.”

Executive Summary

Business Transformation and Leadership Changes

We believe that an understanding of certain events and developments that occurred in 2015 is critical to understanding our executive compensation actions and decisions in 2015 and 2016.

Starting in the second half of 2015, the Company began a significant business and management transformation process with the goal of reversing course on the Company’s business performance and achieving growth going forward. This transformation began with a significant employee restructuring and overall cost cutting initiative starting in summer of 2015. That cost cutting initiative resulted in the reduction of 109 employees and an overall anticipated cost savings of $13 million on an ongoing basis. In the last two months of 2015, the Company then announced several significant management changes, including the retirement and resignation, respectively, of the Company’s former President and Chief Executive Officer, Randolph Gress, and the positionsCompany’s former Chief Financial Officer, Robert Harrer, in December 2015. The Company then announced the hiring of a new President and Chief Executive Officer, Kim Ann Mink, effective on December 14, 2015. Dr. Mink entered into an employment agreement with the Company which is referenced herein and discussed below under “—Employment Agreements—Current Named Executives and New CFO.” In January of 2016, the Company announced the appointment of two new directors, Robert Zatta and Peter Thomas, in order to bring valuable expertise and experience to the Company as it began its turnaround strategy. Then, in March 2016, the Company announced the departure of William Farran, the Company’s former Senior Vice President, Chief Legal Officer and Corporate Secretary, and Louis Calvarin, the Company’s former Senior Vice President, Strategy and Chief Risk Officer. Finally, the Company announced the hiring of a new Senior Vice President and Chief Financial Officer, Han Kieftenbeld, effective April 1, 2016.

In light of these significant changes and the overall reduced business performance in 2015, the Committee believed that several modifications to the Company’s existing long term and short term incentive programs were needed for 2016. Those changes as well as the overall summary of executive compensation are provided herein.

Alignment of Pay and Performance

Our compensation policies seek to tie executive compensation to performance and to align the interests of our executives with our stockholders:

Named Executives

The below table identifies our Named Executives for 2015. Notwithstanding the fact that Mr. Gress retired as President and Chief Executive Officer and Mr. Harrer resigned as Chief Financial Officer of the Company in December 2015, they heldstill qualify as named executive officers under SEC rules for 2014:2015. Also, although Messrs. Farran and Calvarin left the Company on March 15, 2016 and March 30, 2016, respectively, they both qualified as named executive officers under SEC rules for 2015 in light of their compensation in 2015. In addition, notwithstanding the fact that Messrs. Shabot and Thurston separated from employment with the Company on December 11, 2015 and December 31, 2015, respectively, each of them qualifies as a named executive officer under SEC rules for 2015 as a result of the inclusion of certain severance payments they received in their 2015 compensation as discussed more fully in this Executive Compensation section.

Historical compensation data for the Named Executives can be found below 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.

Impact of Prior “Say on Pay” Vote

In May 2015, 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 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 aligned with stockholder value. As evidenced elsewhere in this discussion, although the Committee did not find it necessary to make material changes in compensation programs as a result of the advisory vote, the Committee decided that it should make adjustments to the short term and long term compensation incentive programs in 2016, as more fully described below, as a result of business performance

and the business transformation and leadership changes described above. The Committee will continue to assess and, as needed, 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.

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 stockholder value for the intermediate and 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 stockholders means increased value for our executives.

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 StatementThis 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 25 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 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 (AWC) goals, while long-term incentives (LTI) for the three year cycle were 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 stock retention and ownership as mentioned above are discussed in more detail below under the headings “Stock Ownership Policy”, “Policy Restricting Hedging” and “Incentive Compensation Recoupment Policy”, respectively.

Retain Talent. Competitive 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” VoteKEY PAYAND GOVERNANCE POLICIES

In May 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 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 2014 and into 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, compensationCompensation 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-CompensationCorporate Governance—Committees of the Board—Compensation Committee” appearing elsewhere in this Proxy Statement.

The Committee’s consultant for 2014,2015, Mercer LLC (Mercer), completed a study to evaluate competitive levels of executive base pay, short-term bonus and long-term incentives. Specifically, Mercer reviewed peer companies, as shown below, which we refer to as the peer group, which were chosen based on their businesses operating in the same or similar industries as Innophos and

based on their financial statistics being reasonably comparable to Innophos in terms(focusing primarily on revenues of size, measured by revenues and market capitalization.approximately $559 million to $3.1 billion). Statistical analysis was used to adjust the compensation data to reflect the Company’s size (focusing primarily on revenues of approximately $400 million to $1.6 billion) compared to the peers.peer group. This information was aged forward through 20142015 using a 2%3% as the average annual executive wage change data,assumption, which Mercer considered applicable, and was used by the Committee as the principal basis of making base salary adjustments for the Named Executivessenior executives for 2015. In so doing, the Committee followed the same process of peer identification, refinement and comparability development during 2014 and timed its adjustments for as early in the following year as practicable, as it has done in previous years.2016.

In general, these peer group companies are used forby the following:Company:

The below table presents the financial statistics of the companies in the peer group:

2015 Executive Compensation Components

For 2015, 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 (based on a review of the peer group companies). 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.

The below table shows the respective salaries of our Named Executives who continued to serve as of December 31, 2015.

In making compensation decisions,With respect to those Named Executives who were no longer employees of the Committee compares elementsCompany as of December 31, 2015: Mr. Gress had a base salary of $850,000 in 2015 prior to his retirement as President and

Chief Executive Officer (which base salary he received through April 1, 2016); Mr. Harrer had a base salary of $364,000 in 2015 prior to his resignation (which base salary he received through December 31, 2015); and Messrs. Thurston and Shabot had base salaries of $292,246 and $293,126, respectively, in 2015 which they received until their separation from employment with Innophos on December 31, 2015 and December 11, 2015, respectively. The severance arrangements of these former Named Executives are discussed below under “—Severance Arrangements with Former Named Executives.”

Short Term (Annual) Incentive Compensation

All short term incentive, or STI, awards granted through December 31, 2015 were provided as part of the 2010 Executive, Management and Sales Incentive Plan with targets established in a program for 2015, which we refer to as the 2015 STIP. The Named Executives participated in the 2015 STIP along with other Company compensation against available data from the relevant peer group, whose constituents are reviewedemployees worldwide and approvedexcept as provided in individual employment agreements, participants must be employed by the Committee generally onCompany in order to receive payment of an annual basis. A significantaward (typically in March of the following fiscal year).

Under the 2015 STIP, the Named Executives could receive individual, market-competitive bonuses measured as a percentage of base pay that would be earned if the executives and the Company achieved requisite performance goals. The following table shows the 2015 target bonus percentages for each Named Executive other than the Company’s current President and Chief Executive Officer, Kim Ann Mink, who was not eligible for a 2015 STIP bonus because she commenced employment with the Company in December 2015:

Typical of prior practice, Company-wide, or C Factor, and individual (or personal) performance, or P Factor, goals were used to determine the level of payout under the 2015 STIP as summarized below. For the Named Executives, the C Factor was weighted 70%, and the P Factor was weighted 30%. Threshold, target and maximum payout levels were set for goals under both the C and P Factors as well as the overall 2015 STIP calculation formula and are summarized below.

C Factor Targets and Thresholds for 2015

Similar to prior years, the C Factor for Named Executives was split between separate goals for earnings per share, or EPS, and average working capital as a percentage of sales, or AWC. The EPS goal is split further between EPS results for the Company’s (i) the Specialty Phosphates reporting segments and (ii) GTSP & Other reporting segment. 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.

The 2015 C Factor goals are summarized below:

The 2015 STIP Company performance calculations included adjustments for exclusion of certain unusual expenses or revenues, such as severance and other costs related to Company’s employee restructuring and executive transitions in 2015, expenditures for long lived rights like development of the Company’s phosphate mining concessions in Mexico and currency translation effects.

P Factor Criteria for 2015

The P Factor for the Named Executives was based upon achieving individual performance objectives that typically include one or more of these five categories: (1) safety, quality, governance and compliance; (2) strategic actions; (3) revenue, business and/or margin growth; (4) cost reduction; and (5) other. As noted, target performance results on the P Factor will equal 100% payout and the maximum payout is capped at a 200% payout level, but in practice, P Factor scores above 150% have a very low probability of attainment.

Overall 2015 STIP Results

Based on the Company’s financial performance for 2015, the overall C Factor score applied to all Named Executives was below threshold for the Specialty Phosphates EPS component, which resulted in no payout on the 2015 STIP for the Named Executives.

Although Mr. Thurston was not entitled to receive bonus compensation normallypursuant to the 2015 STIP, he did receive a severance payment based on his target 2015 STIP bonus percentages as part of his overall severance arrangement. Also, although Mr. Harrer was not entitled to receive bonus compensation pursuant to the 2015 STIP, he is allocatedentitled to incentivesreceive a severance payment (in March 2017) based on his target 2015 STIP bonus percentages as part of his overall severance arrangement. See “—Summary Compensation Table” and “—Severance Arrangements with Former Named Executives” below.

Transition Bonus For Dr. Mink

Because of her starting date, Dr. Mink did not receive 2015 STI bonus compensation. However, pursuant to her previously disclosed employment agreement, she received a transition payment in 2015 equal to 90% of her base salary, which is her target STI bonus percentage. This amount will be offset against any earned bonus for 2016 and is subject to repayment if Dr. Mink leaves before January 1, 2017 in certain circumstances. This

as a resultamount may be increased, but not decreased, based on the Company’s performance versus the targets established in the Company’s STI compensation program for 2016. See “—Summary Compensation Table” and “—Employment Agreements—Current Named Executives and New CFO” below.

Changes to the 2016 STIP

Following the final calculation and approval of the philosophy mentioned above. In 2014,2015 STIP results, the Committee reviewed with management the basisdesign and composition of the financial performance metrics in the 2015 STIP and concluded that certain adjustments should be modified for allocating between short-termthe 2016 STI program, or 2016 STIP. Listed below is a summary of the C Factor performance components of the 2015 STIP and the 2016 STIP.

Specifically, although the Committee wants to continue to emphasize the earnings of the Company, including maintaining the importance of the earnings related to our Specialty Phosphates reporting segments, it believes that this performance should be measured based on earnings before interest, taxes, depreciation and amortization, or EBITDA, rather than an EPS performance parameter. The Committee believes that an EBITDA target is more closely aligned to each participant’s individual performance goals and eliminated factors beyond participants’ control related to interest, taxes or other similar adjustments to earnings. The Committee also believes that an EBITDA target heightens emphasis on cash flow. The Committee also wishes to increase the emphasis on the Company’s average working capital relative to the other performance components in order to align with the Company’s cash flow goals and strategy.

Long Term Incentive Compensation

Our principal tool for supporting a long-term incentive, compensation,or LTI, program has been our 2009 Long Term Incentive Plan, which we refer to as the 2009 Plan, which was approved by stockholders at the 2009 annual meeting of stockholders and making usere-approved at the 2015 annual meeting of information provided by Mercer, determinedstockholders. The 2009 Plan allows for grants of performance shares, restricted shares and stock options, and we regularly grant these forms of LTI awards to align the appropriate level and mixinterests of incentive compensation and guideline levels for long term incentive grants. executives with those of stockholders. These elements are summarized below.

		•      Authorized (but as of yet unissued) shares of the Company’s common stock which are issued if pre-established measures of Company performance are met for a multi-year performance cycle •      Performance shares are paid at the end of the multi-year cycle and cannot be earned unless (i) the participant is still employed with the Company and (ii) 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

		•        Shares of common stock issued at the time of award, which have a three year ratable vesting schedule. •        Restricted shares do not depend on performance and participants may vote and receive dividends in the interim on these shares
		•        Non-transferable rights to purchase common stock at a fixed exercise price which have a three year ratable vesting schedule (do not depend on performance) and remain exercisable over a ten year term •        The number of stock options is determined by dividing the stock option value awarded in dollars and the economic value of each option as calculated using a Black-Scholes methodology •        Exercise price of stock options is equal to the closing price of the stock on the NASDAQ Global Select Market on the date of the grant. No grants are permitted with an exercise price that is other than the price on the grant date

The Committee’s considerations regarding long-term incentives resulted in a grant to our Named Executives (other than Dr. Mink, whose employment with the Company commenced in December 2015) in May 2015, which we refer to as the 2015 LTI Grant, under the 2009 Plan. The 2015 LTI Grants were awarded to these Named Executives at levels which the Committee considered to be market-competitive and consistent with our existingestablished LTI guidelines. The 2015 LTI Grants were in the form of “performance shares” (50% of value), “restricted stock” shares (30% of value) and “stock options” (20% of value). Absent significant events within the Company, we believe that a mix of LTI awards similar to these proportions is effective in motivating and retaining executives, while at the same time aligning the interests of executives with those of our stockholders. However, the 2009 Long Term 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 2015 LTI bonus percentages for these Named Executives:

The portion of the 2015 LTI Grant (consisting of a performance cycle covering the years 2015, 2016 and 2017) allocated to performance shares uses two metrics, Contribution Margin Growth, or CMG, and Return on Invested Capital, or ROIC, which are each weighted at 50%, to determine the number of performance shares issued at the end of the three year cycle.

Performance for the performance share component of the 2015 LTI Grant 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 approach differs from LTI grants prior to 2014, where performance was assessed relative to goals set for the full three year cycle and results were averaged over the three years. This change was made to better motivate performance throughout the entire performance period.

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 was 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 (2015, 2016 and 2017).

The ROIC percentage for each year in the performance cycle is calculated as follows:

A 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) is weighted 50%. A range of performance outcomes is then determined for each measure and linked with minimum and maximum payouts. The maximum payout for CMG performance is 200% of target and for ROIC is 200% of target. Additional caps are applied depending on the ROIC performance as noted in the table below.

Payout = (CM Growth Bonus Factor x 50%) + (ROIC Bonus Factor x 50%)

The performance parameters for the 2015 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.

The table below shows, for the performance cycles applicable to the 2013-2015 LTI grants, the levels of achievement (including estimated percentages on an interim basis) obtained under the programs.