May I vote by telephone or via the internet?

Yes, you may vote by telephone or via the internet. We encourage you to do so because your vote will be tabulated faster than if you mailed it. Please note the following depending on whether you are a stockholder of record or a beneficial owner whose shares are held by a bank or broker in “street name”:

If you are a stockholder of record, you may vote electronically through the internet atwww.envisionreports.com/iosp or by telephone Toll Free1-800-652-8683 within the U.S.A., U.S. Territories and Canada. Be sure to have your control number, which appears on your Notice or proxy card, with you when you vote.

If you are a beneficial owner and hold your stock in “street name,”name”, you may vote electronically through the internet atwww.proxyvote.com and you should contact your bank or broker to determine whether you will be able to vote by telephone. Be sure to have your control number, which appears on your Notice or proxy card, with you when you vote.

Whether or not you plan to attend the 2018 Annual Meeting of Stockholders in person,virtually, we urge you to vote. Doing so by returning the proxy card or voting by telephone or via the internet will not affect your ultimate right to attend and vote in person.at the meeting.

Proxies submitted by the internet or telephone must be received by 1:00 a.m. Eastern Daylight Time on May 9, 2018.

May I revoke my proxy?

Yes. If you change your mind after you vote, you may revoke your proxy by following any of the procedures described below. To revoke your proxy:

If you are the beneficial owner of stock held in “street name”, you may votehold your shares in person only if you obtainthrough an intermediary, such as a signed proxy from the stockholder of record giving you the right to vote the stock. To do so,bank or broker, you must bringregister in advance using the instructions below, under the heading “How do I register to attend the Annual Meeting virtually on the Internet?”.

The online meeting will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the 2018 Annual Meeting of Stockholders proof of identification, an account statement or letter fromstart time leaving ample time for the broker, bank or other nominee indicating that you arecheck in. Please follow the owner of the stock and a signed proxy from the stockholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the stock on March 15, 2018.registration instructions as outlined in this Proxy Statement.

Even if you plan to attend the 2018virtual Annual Meeting, of Stockholders in person, Innospec recommends that you vote your stock in advance by internet or telephone, or by returning the accompanying proxy card, as described above, so that your vote will be counted if you later decide not to attend the 2018Annual Meeting.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of Stockholders.your proxy power (legal proxy) reflecting your Innospec Inc. holdings, along with your name and email address, to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 29, 2021.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By mail

Computershare

Innospec Inc. Legal Proxy

P.O. Box 505008

Louisville, KY 40202

What votes need to be present to hold the 2018 Annual Meeting of Stockholders?Meeting?

To have a quorum for our 2018 Annual Meeting, of Stockholders, the holders of a majority of the shares of Common Stock outstanding and entitled to vote need to be present in personvirtually or represented by proxy. Abstentions and broker“non-votes” are treated as present and entitled to vote and are counted in thedetermining whether we have a quorum.

What vote is required to approve each proposal?

For Proposal 1, the affirmative vote of a plurality of the votes cast by holders of all stock entitled to vote on such proposal is required (meaning that the nominees for Innospec Director who receive the highest number of shares voted “for” their election are elected). While directors are elected by a plurality vote, we have a “majority vote” director resignation policy in place, as described below.

As Proposal 2 is an advisory vote, there is no specified vote requirement for approval. Innospec will consider that the affirmative vote of the majority of the stock present (in person or represented by proxy) and entitled to vote on such proposal reflects the advice of the stockholders.

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voting instruction card with no instructions on how to vote, your stock will be voted in the broker’s discretion only with respect to “routine” matters, but will not be voted with respect to“non-routine” matters. As described in “How“Information about the 2021 Annual Meeting of Stockholders and Voting at the Meeting - How do I give voting instructions if I am a beneficial holder?owner?”, election of directors and executive compensation are considerednon-routine“non-routine” matters. We will appoint one or more inspectors of election to count votes cast in personvirtually or by proxy.

What is the effect of brokernon-votes and abstentions?

A broker“non-vote” occurs when a broker holding stock for a beneficial owner does not or cannot vote on a particular proposal because the broker does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner.

Common Stock owned by stockholders electing to abstain from voting with respect to any proposal will be counted towards the presence of a quorum. Common stockStock beneficially owned and voted by the beneficiary through a broker will be counted towards the presence of a quorum, even if there are brokernon-votes with respect to some proposals, as long as the broker votes on at least onenon-routine“non-routine” proposal.

Abstentions and instructions to withhold votes with respect to any nominee for director election (which uses a plurality standard) will result in those nominees receiving fewer votes but will not count as votes “against” the nominee. Brokernon-votes will not be considered present and entitled to vote with respect to elections of directors and therefore will have no direct effect on the outcome of the election of directors. Abstentions will be treated as present and entitled to vote with respect to Proposals 2, 3 4 and 54 and, therefore, will have the effect of votes “against” these proposals. Brokernon-votes will have no direct effect on the outcome of these proposals.

What happens if the 2018 Annual Meeting of Stockholders is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled 2018 Annual Meeting of Stockholders.Meeting. You will still be able to change or revoke your proxy until it is voted.

Where can I find the voting results?

Final voting results will be disclosed in aForm 8-K to be filed with the SECU.S. Securities and Exchange Commission (“SEC”) within four business days after the 20182021 Annual Meeting of Stockholders. If official results are not available at that time, we will provide preliminary voting results in the Form8-K and will provide the final results in an amendment to the Form8-K as soon as they become available. You can find theForm 8-K on our website atwww.innospecinc.com.

Will Innospec’s independent accountants attend the 2018 Annual Meeting of Stockholders?Meeting?

A representative of KPMG Audit PlcPricewaterhouseCoopers LLP (“KPMG Audit”PwC”) and KPMG LLP,, our current independent accountants,registered public accounting firm, will be available by telephone at the 2018 Annual Meeting of Stockholders to answer questions and will have an opportunity to make a statement if they wish. (As noted in connection with the proposal relating to the ratification of the appointment of the Corporation’s independent registered public accounting firm, asuch representative of KPMG LLP will be available in view of KPMG LLP having recently been appointed to replace KPMG Audit as a result of some internal restructuring that has happened within the KPMG corporate group.)wishes.

Do Directors attend the 2018 Annual Meeting of Stockholders?Meeting?

Our Corporate Governance Guidelines provide that Directors are expected to attend our annual meetings of stockholders and any special meeting of stockholders called by Innospec to consider extraordinary business transactions. Unless they are unable to do so as a result of special circumstances, Directors are encouraged to attend all other special meetings of stockholders called by Innospec. All of our Directors then in office telephonically attended the 20172020 Annual Meeting of Stockholders that was held on May 10, 2017.

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Can 2020, which was held as a stockholder or interested person communicate directly with our Board? If so, how?

Any stockholder and other interested person who may desire to contact the Chairman or any of the Directors of Innospec may do so via the followinge-mail address:contact.board@innospecinc.com, or by writing to them at Innospec Inc., 8310 South Valley Highway, Englewood, CO 80112, U.S. The Corporate Secretary or the Assistant General Counsel will review communications received electronically and forward themvirtual meeting due to the addressee of the communication. The Corporate Secretary will review the communications received by mail or courier and forward to the appropriate addressee.COVID -19 pandemic.

Whom should I call if I have any questions?

If you have any questions about the 2018 Annual Meeting, of Stockholders, voting or directions to attend the 2018 Annual Meeting, of Stockholders, please contact Mr. David B. Jones, Innospec’s Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, at303-792-55541-303-792-5554 or atdavid.jones@innospecinc.com.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of our stakeholders, strengthens Board and management accountability, and helps build public trust in the Company. The Corporate Governance section below describes our governance framework, which includes the following highlights:

Our Corporate Governance Framework

Corporate Governance Principles

Innospec places the strongest emphasis on high standards of Corporate Governance. We have policies to guide all of our employees, Directors and third party representatives and provide extensive training to assure that we operate to these standards throughout the Company. Through its Nominating and Corporate Governance Committee, the Board evaluates our corporate governance policies and practices, which form our corporate governance framework, against evolving best practices as benchmarks for assessing that we follow appropriate standards when conducting our business.

One of the cornerstones of our Corporate Governance is transparency. Accordingly, you will find the following key policies and procedures on our website under the heading Corporate Governance at www.innospecinc.com/about-us/corporate-governance:

Corporate Governance Guidelines

Our Board of Directors believes that adherence to sound corporate governance policies and practices is important in ensuringso that the CorporationCompany is governed and managed with the highest standards of responsibility, ethics and integrity and intaking into account the best interests of the stockholders.all stakeholders. We have adopted a set of Corporate Governance PrinciplesGuidelines intended to reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others.

Our Corporate Governance Guidelines address key governance matters, including, but not limited to:

The Board of Directors believes that corporate governance is an evolving process and periodically reviews and updates the Corporate Governance Guidelines. A current copy of those principlesthe Corporate Governance Guidelines can be found on our website under the

heading Corporate Governance atwww.innospecinc.com/about-us/corporate-governance, or by writing to Mr. David B. Jones, Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112, U.S.80112.

Corporation’sInnospec’s Leadership Structure

The Board believes that the roles of Chairman of the Board (anon-executive position) and Chief Executive Officer (“CEO”) should remain separate so as to enable the Board to provide effective guidance to management and promote oversight and accountability of management. This separation preserves the distinction between the management and oversight functions, maintaining the responsibility of management to help develop corporate strategy and the responsibility of the Board to review and provide input on corporate strategy.

To fulfilfulfill the role, the Chairman of the Board, among other things: creates and maintains an effective working relationship between the Board and the Corporation’sCompany’s management; provides the CEO withon-going direction as to current Board needs, interests, views and expectations; and ensures thatdirects the Board agenda is appropriately directed to the matters of greatest importance to the Corporation.

The duties of thenon-executive Chairman of the Board include:Innospec.

The Board’s Role in Risk Management

The Board’s role in risk oversight and management is consistent with the Corporation’sour leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Corporation’sCompany’s risk exposure, and the Board and its committees providing oversight in connection with these efforts. Risk management is an integral part of Board and committee deliberations throughout the year. AsDuring 2020, the Senior Vice President, Corporate Development and Investor Relations, presented a partsummary of its general oversight function,the risks facing the Company at each Board meeting so the Board monitorscould discuss and evaluates how management operatesassess the Corporation. When making any decisions and approving strategies the Board considers, among other things, thekey risks and exposure the Corporation faces, including operationalmanagement of them on a timely and regulatory risks, their relative magnitude and management’s plan for mitigating these risks. The Audit Committee considers risk issues associated with the Corporation’s overall financial reporting, disclosure process and financial compliance. In

addition to its regularly scheduled meetings, the Audit Committee meets with the Chief Financial Officer (“CFO”), the Head of Business Assurance and the independent registered public accounting firm in executive sessions at least quarterly. The Nominating and Corporate Governance Committee discusses legal and compliance risks and issues at its regularly scheduled meetings and meets with the Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary during such meetings, including with respect to promoting compliance with anti-corruption and other important applicable laws. The Audit Committee and the Board annually review an assessment of the primary operational and regulatory risks facing the Corporation, their relative magnitude and management’s plan for mitigating these risks, including cybersecurity risk. In addition, the Board discusses risks related to the Corporation’s business strategy at periodic strategic planning meetings and at other meetings as appropriate.Risk oversight - Who is responsible?

Director Independence

The Board, of Directors, after considering broadly all relevant facts and circumstances of which it is aware, including those matters set forthout below under Information about the Executive Officers – Family Relationships“Family Relationships” and under “Certain Other“Related Person Transactions and Relationships”, has determined that all of itsnon-executivenon-employee members are independent, within the meaning of the NASDAQNasdaq Marketplace Rule 5605(a)(2) applicable on the date of this Proxy Statement.

We have also adopted our own standards for director independence that can be found onin our web sitewww.innospecinc.com/about-us/corporate-governance.Director

The Board has determined that each member of the Board, who served during 2017

Independence Policy on our website at www.innospecinc.com/about-us/corporate-governance. The Board has determined that each member of the Board, who served during 2020 and/or who currently serves, except for Mr. P. Williams, meets the independence standards described above. Mr. P. Williams is not treated as independent because, as independent because, as		ALL OF OUR NON-EMPLOYEE DIRECTORS ARE INDEPENDENT

President and CEO, he is an employee of Innospec. In addition, as part of the Corporation.independence determination, the Board monitors the independence of Audit and Compensation Committee members under rules of the SEC and Nasdaq listing standards that are applicable to members of the Audit Committee and the Compensation Committee.

Family Relationships

No immediate family relationship exists between any of our Directors or Executive Officers and any other Directors or Executive Officers.

Related Person Transactions and Relationships

Mr. Williams, our President and CEO and Director of the Company, has been a non-executive director of AdvanSix Inc., a chemicals manufacturer, since February 2020. In 2020, the Company purchased product from AdvanSix Inc. for $335,987.

The Company has retained and continues to retain Smith, Gambrell & Russell, LLP, a law firm with which Mr. Paller is Of Counsel. During the fiscal year ended December 31, 2020, the Company paid Smith, Gambrell & Russell, LLP, $767,526 in fees for services provided during the period.

Mr. Landless is a non-executive director of Ausurus Group Limited, which owns European Metal Recycling Limited (“EMR”). In 2020, the Company’s subsidiary, Innospec Limited, sold scrap metal to EMR for a value of $220,181. A tendering process is periodically operated by Innospec to select the best buyer for the scrap metal.

Related Person Transactions Approval Policy

Pursuant to our Code of Conduct, all senior officers must disclose to the Board any material transaction or relationship that could reasonably be expected to give rise to a conflict of interests. The Code of Conduct also states that no employee may seek to obtain special treatment from Innospec for family members, friends or for businesses in which family members or friends have an interest. During the year ended December 31, 2020, the Company did not make any charitable contributions to any charity on which any Director serves as an executive officer.

Executive Sessions of Independent andNon-Management Directors

Executive sessions of independent andnon-management Directors are led by the Chairman. An executive session is held in conjunction with each regularly scheduled Board meeting and other sessions may be called by the Chairman at his discretion or at the request of the Board. There were four executive sessions of independent non-management Directors during the fiscal year 2017.2020.

The Board will continue to monitor the standards for director independence established under applicable law or NASDAQNasdaq listing requirements and will ensure thatmaintain the Corporation’sCompany’s Corporate Governance PrinciplesGuidelines so they continue to be consistent with those standards.

Board CommitteesIdentifying and evaluating nominees for Director

The Board maintains the following committees to assist it in discharging its oversight responsibilities. The current membership of each committee is indicated under “Board Committee Membership” below:

The Audit Committee operates pursuant to a written Audit Committee Charter, and is responsible for monitoring and overseeing the Corporation’s internal controls and financial reporting process, the

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The Director candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any time during the year. The nominees for election at this year’s Annual Meeting of Stockholders were recommendedapproved for nomination by NEDsthe Board upon the recommendation of the Corporation.Nominating and Corporate Governance Committee.

Our Director recruitment process is as follows:

The policy of the Nominating and Corporate Governance Committee is to consider properly submitted stockholder nominations for election to the Board as described in the Corporate Governance Guidelines which may be found on the Corporation’s website under the heading Corporate Governance at:www.innospecinc.com/about-us/corporate-governance.Board. In order for any candidate to be considered by the Nominating and Corporate Governance Committee, and if nominated, included in the Proxy Statement, such recommendation should be received no later than the deadline for submission of stockholder proposals. See “Stockholders’ Proposals for the 20192022 Annual Meeting of Stockholders”. Recommendations should be sent to the Corporate Secretary and should specify the nominee’s name, qualification for Board membership and any

other information required by the Corporation’sCompany’s Bylaws. All properly submitted stockholder proposalsnominations for Director Nomineescandidates received by the Corporate Secretary will be submitted to the Nominating and Corporate Governance Committee for review and consideration. The Nominating and Corporate Governance Committee will consider stockholder recommendations for Director candidates, but the Nominating and Corporate Governance Committee has no obligation to recommend such candidates. Assuming that appropriate biographical and background information (including qualifications) is provided for Director candidates recommended by stockholders, the Nominating and Corporate Governance Committee will use the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

Director On-boarding and Continuing Education

Overview:

The Board and management conduct orientation for new Directors to become familiar with, amongst other things, Innospec’s business operations, strategies, financial matters, ethics, fiduciary duties, corporate governance and all other Company policies. It is the responsibility of management and the Nominating and Corporate Governance Committee to advise Directors about continuing education opportunities, which they are encouraged to pursue. The Legal and Compliance Department provides training to the Board at least annually and the Chief Compliance Officer regularly updates the Nominating and Corporate Governance Committee and full Board on evolving law, best practices and stockholder expectations.

Orientation:

When new Directors join the Board, they participate in a comprehensive on-boarding program to learn about our industry, business, strategies and policies. Our on-boarding program includes provision of reading material regarding director duties and responsibilities, meetings with division heads and senior executives to discuss our businesses, strategy, operations and our corporate functions such as finance, information technology, research and development and legal and compliance. New Directors also meet with the executives and staff supporting the Committees on which they sit, and are provided with information and training specific to the Board Committee(s) they are appointed to. In addition, every Director has to complete induction training on compliance within two weeks of being appointed and a more in depth training once they have been in office for six months.

Continuing education:

For continued education regarding our business and industry, at least annually, we provide presentations by internal and external experts during our regular Board meetings on topics such as, industry trends, risks facing the industry and the Company, corporate governance trends and key topics, and stakeholder expectations with particular focus on the implications and impact on the Company. In 2020, the Board received training on the following topics: environmental, social and governance, unsolicited offer process and stockholder expectations regarding board composition.

Meetings and Attendance

In 2017,2020, all Board and Committee meetings, with the exception of the February Board and Committee meetings, were held virtually due to the COVID-19 pandemic. The full Board met seventwelve times (including three times by conference call)(eight of those twelve meetings being special meetings), the Audit Committee met eight times (including four times by conference call)(and held four pre-meeting

preparation calls), the Compensation Committee met fivesix times (including once by conference call), and the Nominating and Corporate Governance Committee met four times.times (and held four pre-meeting preparation calls). There were four Non-Executive Director Committee meetings. Directors are expected to attend all Board Meetings and meetings of Committees on which they serve. Directors are expected to attend all meetings of stockholders. All of the Directors attended the 2017 Annual Meeting of Stockholders. During the year ended December 31, 20172020, each of the Directors attended, in person, by telephone or by teleconference,video call, all the meetings of the Board and meetings of Committees of the Board on which he or she served that were held while he or she was a member. Directors are also expected to attend all meetings of stockholders. All of the Directors attended the 2020 Annual Meeting of Stockholders, which was held as a virtual meeting due to the COVID-19 pandemic.

Limitation on Other Board and Audit Committee Positions

The Board has adopted restrictions on the number of outside boards on which Directors may serve that are consistent with market standards and regulatory requirements, including limits on executive officers of publicly-traded companies. To help ensure Directors are able to dedicate sufficient time to Innospec’s Board, the Board established the following limits on our Directors serving on publicly-traded company boards and audit committees:

12Any Board member wishing to join the board of another publicly-traded company is required to first notify the Chair of the Nominating and Corporate Governance Committee, the Chairman of the Board, and Innospec’s General Counsel and Chief Compliance Officer prior to joining such other board or agreeing to be nominated or serve on a director slate at such other board. The Chair of the Nominating and Corporate Governance Committee and General Counsel and Chief Compliance Officer will review the proposed board membership to confirm compliance with applicable laws and policies. Potential conflicts of interest, if any, will be referred to the Chairman of the Board for review.

Code of EthicsConduct

The Board has adopted a Code of Ethics,Conduct, violations of which may be reported to the ChairmanChair of the Nominating and Corporate Governance Committee or the Corporate Secretary. This Code of EthicsConduct is intended to

promote, among other things, honest and ethical conduct, full and accurate reporting and compliance with applicable laws and regulations. A copy of the Code of EthicsConduct is available on our website under the heading Corporate Governance“Corporate Governance” at:www.innospecinc.com/about-us/corporate-governance.

Copies ofSupplier Code of Ethics, Corporate Governance GuidelinesConduct

Innospec believes that honest and Committee Charterstransparent business conduct is vital and is committed to ethical business practices and actively enforcing compliance with all applicable laws, regulations and rules. We have therefore adopted a Supplier Code of Conduct, pursuant to which our suppliers are required to comply with all applicable laws, rules and regulations, including those related to business integrity, human rights and safety, health and the environment. In addition, Innospec engages EcoVadis to conduct sustainability and risk assessments of its key suppliers and those operating out of high risk locations. Among other things, EcoVadis provides ongoing assessments to evaluate supplier policies and actions to enforce compliance with internationally recognized human rights standards and fair labor practices. Since December 2018, all new raw materials suppliers, regardless of location, are also required to undergo an EcoVadis assessment if the Company forecasts that its annual expenditures to such supplier will be above minimum value thresholds designated by the Company.

Any stockholder who requires aWe also have an internal protocol to support our review of, and response to, concerns raised regarding our supply chain. Innospec may invoke sanctions against suppliers, up to and including termination of the business relationship, if they violate modern slavery laws.

A copy of the Supplier Code of Ethics, CorporateConduct is available on our website under “Corporate Governance” at: www.innospecinc.com/about-us/corporate-governance.

Raising Issues and Reporting Violations

Our employees play a critical role in promoting and upholding our culture of compliance. We are committed to creating an environment in which employees and stakeholders may raise good faith concerns regarding any suspected illegal, fraudulent or unethical actions without fear of retaliation. If any employee believes that individuals have conducted or are conducting Innospec business in violation of Innospec’s Code of Conduct, the law or our other policies, they may report the suspected misconduct by following the procedures set out in our Reporting Governance GuidelinesConcerns policy without fear of dismissal or retaliation of any ofkind. Employees are encouraged to report their concerns and complaints via various channels including to the Board Committee charters may obtain one by writing to Mr. David B. Jones, Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, atthe Nominating and Corporate Governance Committee or Global Compliance Counsel. Confidential, anonymous reports may also be made by employees emailing our dedicated EthicsPoint reporting system or calling our EthicsPoint confidential reporting hotline. A copy of our Reporting Governance Concerns Policy can be found on our website under “Corporate Governance” at: www.innospecinc.com/about-us/corporate-governance.

No Retaliation on Reporting Issues or Violations

Our Reporting Governance Concerns Policy states that we will not retaliate against anyone who acts in good faith to report concerns or to help address an issue or concern, including individuals making reports as well as witnesses interviewed during an investigation. Our employees and representatives may not retaliate against, intimidate, coerce, threaten, or discriminate against any individual who reports a legitimate suspicion or concern of misconduct. Innospec Inc., 8310 South Valley Highway, Englewood, CO 80112, U.S. These documentstreats violations of the anti-retaliation policy as serious offenses, which may be grounds for dismissal.

Anti-Hedging Policy

Our Stock Trading Policy contains an anti-hedging provision that prohibits directors, officers and employees from hedging any stock, share or other securities issued by Innospec, (including through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any stock, share or other securities, issued by the Company.

Anti-Pledging Policy

Our Stock Trading Policy contains a provision that prohibits directors, officers and employees from holding any stock, share or other securities issued by the Company in a margin account, or from otherwise pledging such securities as collateral for a loan, unless the person obtains approval in advance from the Nominating and Corporate Governance Committee. No approval will be granted unless that person clearly demonstrates the financial capacity to repay the loan (which must not constitute margin debt) without resorting to the pledged securities (pledges arising from certain types of hedging transactions are governed by the anti-hedging policy described above).

Copies of Code of Conduct, Corporate Governance Guidelines and Committee Charters

Copies of our Code of Conduct, Corporate Governance Guidelines and each of the Board Committee charters can also be accessed via the Corporation’sCompany’s website under “Corporate Governance” at:www.innospecinc.com/about-us/corporate-governance. The CorporationCompany intends to disclose on this section of its website any amendments to, or waivers from, its Code of EthicsConduct that are required to be publicly disclosed pursuant to the rules of the SEC or NASDAQ.Nasdaq.

Communications with Our Board

Any stockholder and other interested person who may desire to contact the Chairman or any of the Directors of Innospec may do so via the following e-mail address: contact.board@innospecinc.com, or by writing to them at Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, CO 80112. The Corporate Secretary or the Assistant General Counsel will review communications received electronically and forward them to the addressee of the communication. The Corporate Secretary will review the communications received by mail or courier and forward to the appropriate addressee.

Board Committees

The Board maintains the following committees to assist it in discharging its oversight responsibilities. The current membership of each committee is:

Audit Committee Financial Expert

*In the case of Mr. Landless, the Board made this determination based on Mr. Landless’ qualification as a chartered management accountant and his previous experience as Group Finance Director of Bodycote plc. and before that, Finance Director of Courtaulds Coatings (Holdings) Limited. He also had direct experience as Chairman and member of the Audit Committee of Luxfer Holdings plc. as well as Audit Committee Chair of Renold plc.

In the case of Ms. Arnold, the Board made this determination based on Ms. Arnold’s qualifications and previous experience as Chief Financial Officer of Houghton International, Chief Financial Officer of Physiotherapy Associates and Chief Financial Officer of Tyco Flow Control and before that Chief Financial Officer of GE Silicones General Electric. Ms. Arnold also has experience as Audit Committee Chair at FreightCar America Inc.

** The Audit Committee comprised at least three members at all times during 2020, as required by our Audit Committee Charter.

Board and Committee Self-Evaluations

Each year, the Nominating and Corporate Governance Committee oversees the Board, Committee and Director self-evaluation process. The Company’s management also assess the Board. The process is as follows:

Stockholder Engagement

The restrictions on travel and meetings driven by the COVID-19 pandemic created a wholesale change to the way we engaged with stockholders in 2020, with both conference and non-deal roadshows being forced very quickly into remote or virtual meetings.

Despite the inevitable early technology challenges, companies and investors alike seem to have settled into the new norm. After one face-to-face conference in New York in January, Innospec participated in six virtual conferences and one virtual non-deal-roadshow. This has allowed us to reach over 60 investor groups during the year, including the majority of our actively-managed largest investors.

The Company was represented by a minimum of two, and often three, of the senior executives comprising the CEO, the CFO, the Senior Vice-President, Corporate Development and Investor Relations and the Vice-President, Corporate Development and Investor Relations. In each case, an updated presentation was produced covering the business performance, the strategy and the financial management of the Company. This presentation was concurrently updated on the Company’s website so that all investors had access to the same information.

The virtual format has allowed us to involve a wider range of our own employees from a personal development and succession planning perspective and we have been able to include five additional senior managers in the process.

The Company’s senior management team also engaged with a wide range of investors and analysts in telephone calls, often focused in the period soon after the publication of quarterly results.

As well as business performance and strategy, other issues were discussed as raised by investors. These included leadership, succession planning and compensation mechanisms and environmental, social responsibility and governance matters, as outlined in the Innospec Responsible Business Report for 2019, which is also available on the Company’s website at: www.innospecinc.com/about-us/corporate-social-responsibility/sustainability/sustainability-reports.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

Our Strategic Approach to ESG

As a global specialty chemical company, Innospec understands that the way we conduct our business is essential to the long-term success of Innospec. Our ESG strategy is built across the four pillars of responsible business: economic, social, environmental and governance. Within each of these pillars, we define our core values and the areas of focus that target the issues that matter most to our stakeholders. We believe this approach reflects our stakeholders’ priorities and demonstrates our commitment to striving to grow our business in what we believe to be a sustainable and socially responsible manner.

Sustainability and ESG

Our Corporate Social Responsibility (“CSR”) program is overseen by the Board and our Responsible Care Executive Committee (“RESPECT”). RESPECT comprises of members of the senior leadership team who set annual CSR objectives in line with Innospec’s focus areas and meet quarterly to monitor progress towards achieving them.

ESG Performance Highlights from our 2019 Responsible Business Report

Working towards the UN Sustainable Development Goals

Innospec recognizes that the private sector plays an important role in achieving the United Nations Sustainable Development Goals (“SDGs”) which address the world’s most important economic, social and environmental challenges. We have identified 13 of these goals that we can directly contribute to:

ESG and Corporate Social Responsibility Reporting

As part of our commitment to being open and transparent about our performance, our latest Responsible Business Report, being our 2019 Report, was independently assured to assess its adherence to the globally recognized AA1000 Assurance Standard.

The Responsible Business Report, along with further information on our sustainability program and performance is available online in the “Corporate Social Responsibility” section of the Company’s website at https://innospecsustainability.com.

HUMAN CAPITAL MANAGEMENT

Core Values & Culture

Our core values are:

Responsible Growth through Innovation and Customer Service: Financial stability and growth are essential to maintain our goal of making a positive contribution towards a more sustainable future. Generating economic benefits for our employees, stockholders, and local communities — encouraging ongoing innovation in our product portfolio alongside excellent customer service will allow our business to be competitive and sustainable.

Caring for People: We strive to create a safe and caring culture where our employees are supported and encouraged to make positive contributions. Our continued success depends on keeping people safe, promoting a healthy lifestyle, protecting human rights, improving education, training and maintaining good relations with our neighbors.

Conserving & Protecting the Environment: We aim to use resources as efficiently as practicable and minimizing the impact of our operations on the environment. We look to supply safe, sustainable products, designed to meet the needs of society now and in the future while minimizing their environmental impact.

Leading by Example: We understand that honest, ethical and transparent conduct is vital to our success and reputation. Every employee plays an essential part in complying with local and national laws, rules and regulations. We uphold a high standard of corporate and business integrity across all of our activities.

At Innospec, we encourage our people to aspire to a culture that is:

Confident

We know what is expected of us and take responsibility for our own workload. We assume responsibility for making decisions and are flexible in our dealings with people. We take additional responsibility to meet customer needs and enhance performance.

Informed

We take pride in being good at what we do and actively seek to enhance our knowledge and skills to help improve performance. We use our expertise co-operatively to meet customer needs and enhance our performance. We respect each other and listen carefully to understand others’ points of view.

Clear

As an organization, we are open and transparent. We encourage and welcome feedback and we support people to deal with any unwelcome messages.

Innovative

Our people are forward thinking and inspired. We enjoy challenges and encourage new ideas. We seek continual improvement, and care about treating people well through periods of change.

Dynamic

We are performance driven, enthusiastic and quick to respond. We set clear targets and objectives and take satisfaction in achieving them. We want to be part of a successful team and business, and we make decisions quickly and implement them.

Employee Engagement

Attracting Talent. We believe our hardworking team of employees is our greatest asset. We employ approximately 1,900 people across 24 countries and we believe that the skills, commitment and enthusiasm of our employees helps us to deliver long-term growth for investors.

In addition to our company-wide performance incentive plans, we encourage our employees to share in the long-term success of our company with incentive programs, such as our Global Sharesave Plan. This plan gives employees the opportunity to participate in a savings plan linked to an option to buy shares in Innospec at a discount and, therefore, benefit from any growth in the share price over the savings period. We also provide a range of other benefits in line with the market practice in each location we operate in, including insurance and pension arrangements.

Performance Management Framework. We conduct an annual performance management process across the organization. Together with their line managers, employees agree upon annual objectives, and, at the end of the year, review with their line manager their performance against those objectives and their overall performance. The results of each annual performance review affect performance bonus amounts, pay reviews and career advancement decisions.

Senior Leadership Communications and Transparency. We actively seek opportunities for regular engagement and communication by our CEO and other senior executives with our broader employee population. Communications are through a variety of means including written communications, webcasts and conference calls. For example, we hold a CEO Call at least once a year, during which the CEO and CFO discuss current issues and developments in the business, including a Q&A session answering questions raised by employees. The CEO Call is accessible to all employees across the Company. In addition to the CEO Calls, each financial quarter, following the quarterly financial results announcement, the CEO and CFO provide a written review of the financial results to all employees.

Diversity and Inclusion

Innospec aims to attract and retain the best people by making employment decisions based on merit, performance and contribution to the Company. As part of our Global HR Policies, our diversity and equal opportunities policy means that current and prospective employees receive equal opportunities irrespective of gender, sexual orientation, race, color, ethnic or national origin, marital status, age, disability, religion or belief.

Health and Safety

Objectives. We prioritize the safety of employees, communities and everyone involved in the manufacture, use or disposal of our products. We set high standards for process and occupational safety, which is managed by our network of Safety, Health and Environment (“SHE”) professionals throughout the business. SHE is a top priority for Innospec with our three core objectives being that:

by having leadership that comes from executive management. Our Responsible Care Executive Committee (known as RESPECT) comprises members of the senior leadership team and is led by the CEO. RESPECT is responsible for setting the group’s SHE policy and objectives across the global business. It also monitors ongoing performance throughout the year. Through this structure, we have established a strong culture of safety within our organization. The RESPECT group reports to the Board and conducts a major review of objectives and performance annually alongside quarterly interim reviews.

Training. Training is an essential part of our health and safety strategy. To minimize the risk of accident or injury, we give our employees the information they need, delivered effectively and at the appropriate time. Our ongoing training programs demonstrate our commitment to targeting zero accidents, making sure that safety is always front of mind and that we continually raise standards.

Every year, employees across our sites take part in a variety of site-specific training courses to enable them to be competent and safe in their roles.

A copy of the Company’s Safety, Health and Environment Policy can be found on the “Corporate Social Responsibility” section of the Company’s website at https://innospecsustainability.com.

Development and Training

As an organization, we are committed to making Innospec a great company to work for and we invest, as appropriate, in the development of our employees to meet this ambition.

Our employees are offered both internal and external training, where appropriate, to support their continued development and to meet the needs of our business. Where relevant, we support our employees’ ongoing professional training and development to encourage their progression within our business.

The Board is also actively involved in reviewing and approving executive compensation, selections and succession plans so that we have leadership in place with the requisite skills and experience to deliver results the right way. The CEO periodically provides the Board with an assessment of senior executives that have potential as successor for the CEO position, as well as perspectives on potential candidates for other senior management positions.

Further information on our human capital management initiatives is available in our annual Responsible Business Report, available online in the “Corporate Social Responsibility” section of the Company’s website at https://innospecsustainability.com.

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

(Item 1 on the Proxy Card)

The first proposal to be voted on at the meeting is there-election election of two classClass II directors.Directors. The directorsre-elected elected at this meeting will serve until the 20212024 Annual Meeting of Stockholders. The Board has nominated Mr. Milton C. Blackmore and Mr. Robert I. Paller, current classClass II directors,Directors, whose terms expire at the upcoming Annual Meeting of Stockholders, forre-election election to the Board.

The Bylaws of the Corporation provide that the number of directors shall be not less than three nor more than twelve members, the exact number of which shall be determined from time to time by resolution adopted by the Board of Directors, and that the Board shall be divided into three classes, designated class I, class II and class III. Each class shall consist, as nearly as may be possible, ofone-third of the total number of Directors constituting the entire Board of Directors.

The Board recommends a vote “FOR” all nominees

The Bylaws of the Company provide that the number of directors shall be not less than three nor more than twelve members, the exact number of which shall be determined from time to time by resolution adopted by the Board, and that the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Boards.				The Board recommends that you vote “FOR” each Director nominee.
The below chart includes this year’s nominees included in Proposal 1, along with their age, tenure, principal occupation and committee membership:

is Sinclair Oil Corporation’s convenience store business. Before joining Sinclair in 1995, Mr. Blackmore was with Kerr-McGee Refining Corporation for twenty sixtwenty-six years, progressing through a variety of accounting, marketing and general management positions, ultimately serving as General Manager, Branded Marketing for three years. Mr. Blackmore has a Bachelor of Science degree in Business Administration from Panhandle State University in Oklahoma.

Key Attributes, Experience and Skills: